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Zone (305) 416-1495
Development Agreement
Appbeation
Request Number
PZ-25-19702
SUBMITTER INFORMATION
Hirst Name:
Email:
Iris
escacraCbgthwcom
Last Name:
i
PRIMARY APPLICANT INFORMATION
Mrs t Nane:
Corporation: PcoresincyMani LLC
Address: 3310 Mary Street, #302
City: Mmi
Entail: escarrai@gthw.com
Last Name:
State: Florida Tip: 33133
Phone: 3054164556
PRIMARY OWNER INFORMATION
First Nacre:
Corporation: CITY OF MIAMI
Adders s: 444 SW 2 Awzrnrr., 3rd FI
Last Nance:
City: Mini State: Fonda Tip: 33130
Farail: afrey nianigov corn Phone: 3054161430
PROJECT INFORMATION
Pmjcct Nane:
Project Address:
City:
Master Folio Number:
1111 MacArthur Causeway
1111 MACARTHURCS\VY
Mb ni
0132310000014
State:
Florida
Unit Number:
Tip:
33132
SIGNATURE
That raider tle pemky ofperjury, I declare that all tle nfomtioo contained ed in this pemit application is aeon ate to the best ofny knowledge.
• T}nt NO wake or installation will coin -mire prior to de i sup nee ofa building pert and that all work will be parfonrd to rn et tle standards of all hus
reguhthig construction and zoning in this jurisdiction
• I tval, is all respects, performwork in accordance with dr scope oftbe pewit, tax; City of Miami's codes and all offer applicable: hus, regurttiars, standard and
ordinances.
• Tlat all infomatk n given wall be accurate and that all work u be don in conpli nee with all applicable bus regubtft construction and zoning.
• That separate permits nny be required teiless specifically comed uith tle submittal of the application
• Tiat tlrrc ttnybe additiomlpemits required from other entities.
• Fees shall be paid prior to the review and nstnrre of the pewit, as necessary.
• Pernit fees are i nrrefindable
APPLICANT
OWNER / OWNER REPRESENTATIVE
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Name:
Signature:
Date:
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July 17, 2025 1 09:16:29 EDT
DEVELOPMENT AGREEMENT
INDEX
PZD-0 INDEX LIST
PAP-1 APPLICATION
PZD-1 LETTER OF INTENT
PZD-2 PRE -APPLICATION MEETING FORM
PZD-3 APPLICANT ANALYSIS
PZD-4 DEVELOPMENT AGREEMENT
PZD-5 SKETCH AND LEGAL
PZD-6 COPY OF APPROVED DEVELOPMENT AGREEMENT BEING SUBSTITUTED
GT
GreenbergTraurig
July 16, 2025
Via ePlan
David Snow
City of Miami
Director of Planning
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33131
Iris V. Escarra
Tel. 305-579-0737
Fax 305-961-5737
escarrai@gtlaw.com
Re: Letter of Intent and Application for Amendments to Jungle Island Special
Area Plan - Modifications to Regulating Plan, Concept Book, and
Development Agreement (proposed as the "ECORESILIENCY SAP") /
Property located at 1111 MacArthur Causeway' (Folio No. 01-3231-000-0014),
Miami, Florida
Dear Mr. Snow:
Our firm represents ECORESILIENCY Miami, LLC, a Delaware limited liability
company, as the developer (the "Developer") for the approximately 18-acre property located at
1111 MacArthur Causeway (the "Property"). Enclosed please find an application for an
Amendment to the Jungle Island Special Area Plan (the "Application") related to the Property.
Please accept this correspondence as the letter of intent in support of the Application pursuant to
Article 7, Section 7.1.2.8(a)(2) and Article 3, Section 3.9 of Miami 21. The Property is currently
subject to the Jungle Island Special Area Plan ("Jungle Island SAP"), which includes the
corresponding and enclosed Jungle Island SAP Regulating Plan (the "SAP Regulating Plan") and
Concept Book (the "Concept Book"), adopted by Ordinance No. 13973, and the original
Development Agreement, adopted by Ordinance No. 13974 (the " Original Development
Agreement"). Please see Section II below for a summary of the Jungle Island SAP's history. The
Application seeks to amend the Jungle Island SAP documents, including amending the Jungle
Island Regulating Plan (the "Amended Regulating Plan") and the Jungle Island Concept Book
(the "Amended Concept Book"), along with the approval of a new development agreement for a
mixed use residential development on the southern portion of the Property ("Development
Agreement"), as detailed further below.
I. THE PROPERTY
The Property is located at 1111 MacArthur Causeway in the City of Miami. The Property
and its location within the existing Jungle Island SAP is generally depicted in the image provided
on the next page. Specifically, the Property and general SAP boundaries are comprised of
approximately 18.61 +/- acres of land in total, currently owned by the City of Miami, a municipal
t The Property is also identified as 1111 Parrot Jungle Trail.
GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW ■ WWW.GTLAW.COM
3333 Southeast Second Avenue • Miami, FL 33131 • Tel 305-579-0500 • Fax 305-4579-0717
ECORESILIENCY Special Area Plan
(Jungle Island SAP Amendment)
corporation (the "City"). As part of this Application, approximately 13.3 +/- acres of the Property
will remain under City ownership as a newly developed public park (the "CS Parcel" or "City
Parcel"), and the remaining 5.4 +/- acres is to be conveyed to the Developer for the development
of a condominium/residential community with ground floor Commercial uses (the "T6 Parcel" or
"Residential Parcel"). The T6 Parcel together with the CS Parcel comprise the entirety of the
"SAP Area".
Image: Property comprised of CS Parcel (outlined in yellow) and T6 Parcel (outlined in black)
Please refer to the images provided below for the existing Comprehensive Plan/Future
Land Use Map and Zoning Designations of the Property. Please note, no Future Land Use or
Zoning amendments are being requested as part of this Application.
Image: Property Future Land Use Designations
(City of Miami GIS)
2
Image: Property Zoning and SAP Overlay
(City of Miami GIS)
GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW • WWW.GTLAW.COM
ECORESILIENCY Special Area Plan
(Jungle Island SAP Amendment)
II. THE JUNGLE ISLAND SPECIAL AREA PLAN BACKGROUND
In 1998, the City authorized development of Jungle Island on vacant waterfront property
via a Major Use Special Permit approved under City Commission Resolution R-98-0376, which
included 172,444 square feet of visitor attraction spaces, accessory commercial uses, and 588
parking spaces in a parking structure on the south of the Property ("MUSP"). In 2000, there was
a modification to the MUSP approved under City Commission Resolution R-00-1032, changing
the development plans to reconfigure certain site improvements and move the ballroom facility
above a two-story portion of the building. The Jungle Island theme park began operating in 2003,
and the configuration of Jungle Island has remained generally in accordance with the original
MUSP approval since that time.
On August 28, 2018, pursuant to City Commission Resolution No. R-18-0232, the City
voters approved via referendum, a City Charter amendment to waive competitive bidding and
approve the proposed modification to the Jungle Island lease for development of a new hotel
development and attractions. Subsequently, on February 25, 2021, pursuant to City Ordinance No.
13973, the Miami City Commission approved the Jungle Island SAP, which included approval of
a companion rezoning of the T6 Parcel (southeasterly 234,310 +/- square feet of the Property) from
CS to T6-12-0 and a new hotel development thereon.
More recently on November 5, 2024, a majority of the City of Miami electorate approved
a referendum supporting the following: i) the cancellation of the existing Jungle Island lease; ii)
the negotiation of the sale or lease of the T6 Parcel and corresponding development agreement for
a mixed use residential development with commercial uses; and iii) development of a new public
waterfront park on the CS Parcel.
III. AMENDED SAP APPLICATION
Consistent with the will of the City electorate, the Application seeks to:
• Amend the existing Jungle Island SAP Regulating Plan and corresponding Concept
Book to allow for the development of a world class, waterfront park on the CS
Parcel and a mixed use residential community with ground level Commercial Uses
at the T6 Parcel; and
• Approval of a corresponding Development Agreement (as defined herein) with
changes to effectuate the proposed redevelopment of the Property in accordance
with the referendum.
The above -referenced amendments to the existing Jungle Island SAP are proposed as the
"ECORESILIENCY SAP" and further include the redevelopment of the existing Jungle Island
attractions into a world class, publicly owned park on the CS Parcel along with a residential
community with active ground floor uses on the T6 Parcel. These amendments provide safe and
accessible public improvements that facilitates a healthy quality of life for City of Miami residents
and visitors.
2 As verified in the enclosed "Certification of the Canvas and Declaration of the Results for the City of Miami
Referendum Special Election Held on November 5, 2024".
3
GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW ■ WWW.GTLAW.COM
ECORESILIENCY Special Area Plan
(Jungle Island SAP Amendment)
A. Proposed Amendments To The Jungle Island SAP
In connection with the above Application requests, certain modifications to the SAP
Regulating Plan and Concept Book along with the approval of a new Development Agreement
(defined herein) (collectively, the "SAP Documents") are proposed. Below is a general summary
of the proposed amendments to the SAP Documents (the "Proposed Amendments").
• CS Parcel: Transformation of the existing private Jungle Island theme park attraction to a
public park with waterfront access. The public park features may include substantial open
green space, ecological restoration and educational enrichment opportunities — with a focus
on connecting the community with nature, wildlife, and the surrounding marine
ecosystems.
• T6 Parcel: Modify previously approved hotel development with a residential community
and supporting ground floor commercial uses.
The Amended Concept Book will show the general concept for the Property, including the
proposed park on the CS Parcel and provide the zoning parameters for the residential development
on the T6 Parcel.
B. Development Agreement
The Application will also include the release of the previously approved Original
Development Agreement and the submittal of a new development agreement by and between
Ecoresiliency Miami, LLC and the City of Miami (the "Development Agreement"). The purpose
of the Development Agreement is to authorize the development of the T6 Parcel pursuant to the
proposed ECORESILIENCY SAP (as amended and formerly known as the Jungle Island SAP).
Specifically, the Development Agreement will establish, as of the Effective Date, the applicable
land development regulations that will govern the development of the T6 Parcel as a mixed use
residential community. In return, the CS Parcel will be developed with a public park, along with
other commitments and public benefits to the City. As such, the Development Agreement satisfies
the requirements of Section 3.9.1(f) of Miami 21.
Please note that the proposed Development Agreement is in draft form and will continue
to be refined and updated throughout the Application review process.
IV. ECORESILIENCY SPECIAL AREA PLAN GOALS & DESIGN
A. SAP Goals
The purpose of a Special Area Plan is to allow parcels greater than nine (9) abutting acres
in size to be master planned so as to allow greater integration of public improvements and
infrastructure, and greater flexibility so as to result in higher or specialized quality building and
streetscape design within the Special Area Plan.
4
GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW ■ WWW.GTLAW.COM
ECORESILIENCY Special Area Plan
(Jungle Island SAP Amendment)
Consistent with the City' s SAP purpose and intent, the ECORESILIENCY SAP, as may be
amended, is intended to transform the existing Jungle Island attraction on the CS Parcel into a
public waterfront park. This reimagined park space is designed to prioritize open green space,
ecological restoration and educational enrichment opportunities focused on nature, wildlife and
marine ecosystems. By converting a private entertainment attraction into a public waterfront park,
the ECORESILIENCY SAP aims to create a natural sanctuary that provides residents and visitors
with access to high quality natural park space along the shores of Biscayne Bay.
Additionally, the ECORESILIENCY SAP promotes a harmonious balance between natural
ecosystems and urban development. The proposed residential development on the T6 Parcel,
adjacent to the proposed park, seeks to strengthen connectivity between residents, visitors, and the
surrounding natural environment. This approach reflects the ECORESILIENCY SAP's goal to
combine high quality, flexible design standards with eco-friendly and sustainable community
benefits.
B. SAP Design and Integration
• The CS Parcel: The conceptual design of the CS Parcel envisions the transformation of the
site into a resilient and inclusive public waterfront park, focusing on environmental
restoration, educational enrichment, and recreational opportunities. Preliminary plans for the
proposed park reflect a diverse mix of spaces and features, including open lawns for flexible
programming, a pedestrian loop with interconnected trails, eco-restoration areas, learning
gardens, and shaded outdoor rooms. These amenities are intended to support a wide range of
passive and active uses, with potential activation through food and beverage offerings and
other permitted civic space uses. The park also provides the required Civic Space allocation
for the CS and T6 Parcels and furthers the City' s open space goals by creating a high -quality,
publicly accessible park environment.
• The T6-12 Parcel: The 5.4-acre T6-12 Parcel is envisioned to include a new mixed -use
residential development. While the final design is still under refinement, the anticipated
program can be designed with up to 600 multifamily residential units. The ground floor may
be designed to incorporate neighborhood -serving, active Commercial uses to promote a
vibrant and pedestrian -oriented frontage along the internal drive and park -facing edges of the
T6 Parcel.
Integration Between CS Zones: The Ecoresiliency SAP emphasizes connectivity between the
residential development on the T6 Parcel and the abutting CS zoned parcels to the North
(proposed public park on the CS Parcel) and the South (Japanese Gardens). As reflected in
the Amended Concept Book, the conceptual interface zones incorporate green buffers, shaded
seating areas, and pedestrian pathways that physically link both parcels and provide visual
and physical connections between park users and residents of the T6 Parcel development. To
the South, a separate diagrammatic plan (see Sheets A-029 Rev-1 of the Amended Concept
Book) illustrates how the SAP Area may be integrated with the abutting Japanese Gardens
(located outside of the SAP Area) via landscaping, further extending the sense of place and
continuity across Watson Island. Together, these strategies foster compatibility between civic
and residential uses and promote an accessible, walkable, and ecologically rich destination.
5
GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW ■ WWW.GTLAW.COM
ECORESILIENCY Special Area Plan
(Jungle Island SAP Amendment)
V. COMPLIANCE WITH CITY MIAMI COMPREHENSIVE NEIGHBORHOOD
PLAN AND MASTER PARKS PLAN
Please refer to Section III of the Amendment Analysis, uploaded as part of the
ECORESILIENCY Special Area Plan submittal documents.
VI. COMPLIANCE WITH ARTICLE 3.9 OF MIAMI 21
Please refer to Section IV of the Amendment Analysis, uploaded as part of the
ECORESILIENCY Special Area Plan submittal documents.
VII. CONCLUSION
We are excited to submit this Letter of Intent, together with the Amended Regulating
Plan, Concept Book, and other required ECORESILIENCY SAP documents, to the City
for expedited review and approval. We believe that the ECORESILIENCY SAP is fully aligned
with both the letter and the spirit of Article 3.9 and Miami 21's emphasis on integrating
private development with accessible public space and sustainable infrastructure. As we move
forward in this Application process, it is likely additional questions and topics will be raised. We
look forward to working collaboratively with City staff to resolve any inquiries and
finalize the ECORESILIENCY SAP for an improved Watson Island and greater City of Miami.
Enclosures
Sincerely,
Iris V. Escarra, Esq.
6
GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW • WWW.GTLAW.COM
City of Miami
Planning Department
Pre -Application Meeting Summary
Pre -Application Meeting ePlan ID.: PREAPP-24-0175
Wednesday, May 7, 2025
General Information
Project Manager Name: Richard Cody Brown Title: Planner II
Email: Rbrown@miamigov.com Telephone No: 305-416-1409
Meeting Participants
Meeting Attendees:
Name
Email
Telephone number
1. Richard Cody Brown
Rbrown@miamigov.com
305-416-1409
2. Efren Nunez
efrennunez@miamigov.com
(305) 416-1402
3. Brian Dombrowski
dombrowskib@gtlaw.com
305-579-0827
4. Devon Vickers
vickersd@gtlaw.com
305-579-0827
5. Gadiel Marquez
gmarquez@odparchitects.com
-
6. Iris Escarra
Escarral@gtlaw.com
305-579-0827
7.
8. Kimberly Zawadzki
kmarcellus@miamigov.com
-
9. Colin Worth
CWorth@miamigov.com
-
10. Daniel Vasini
d.vasini@west8.com
-
About the Property
Property Information:
Property Owner:
City of Miami
Contact Info: Andrew Frey
Applicant
ECORESILIENCY
Contact Info: -
Owner Representative:
Greenberg Traurig
Contact Info: Iris Escarra, Esq.
Commission District:
D-2 (Commissioner Damian Pardo)
Commissioner District Office (f/k/a NET District): Downtown/Brickell Svc Area
Properties involved:
1. 1111 MACARTHUR CSWY 2.
4. 5.
7. 8.
10. 11.
3.
6.
9.
12.
Rev. 5/19/2021
1
City of Miami
Planning Department
Pre -Application Meeting Summary
Information to Review for All Applications
Do any of the properties involved fall within the following areas?
1. A DRI area: No
3.An Historic designated area: No
5. A High Hazard Area: Yes
7. A CRA: No
9. Miami River: No
11. Little River: No
13. Regional Activity Center: Buena
Vista Yards or Health District
Regional Activity Center (DHRAC): No
2. Urban Central Business District: Yes
4. Residential Density Increase Areas: No
6. Edgewater Intensity Increase Area: No
8. Health/Civic Center District: No
10. Wellfield Protection Area: No
12. An Arch. or Environmental Protected
Area: No
Submitting applications/pre-applications into ePlane
- Be mindful of the City's online checklists. These provide guidance as to specific requirements, especially
important administrative requirements for successful applications. Important updates are made from time
to time. Be sure to use the checklists that are accessed online and avoid saving checklists locally so that
you avoid relying on outdated information.
Become familiar with the naming conventions that are referred to on the checklists. Failure to comply with
these naming conventions will significantly delay your application. Use the Pre -Application meeting time
to ensure there is clarity on naming conventions.
- Access information on checklists here: https://www.miamigov.com/Services/Building-
Permitting/Permitting-Forms-Documents
About the Request
Aaalication Tvae(s) (List All):
■ Exception
•Waiver
•Warrant
•Warrant Modification
•Variance
•Special Dist. Permit
• Rezone
e Special Area Plan
• Future Land Use Map Change
• Minor Modification
■ Temporary Use on Vac. Land
• Interim Parking
■ MUSP Modification
•Class II Modification
•Special Appearance
• Other, explain :lvide brief explanation nere
I. Special Permit Request Detail
Is project expected to involve 200,000 square feet of floor area or more? Yes
Rev. 2/1/2022
2
City of Miami
Planning Department
Pre -Application Meeting Summary
What are the zoning Transects for the subject project and the approximate area for each
Transect?
Transect
Approximate Area
Proposal (Use, Design, Other)*
CS, Civic Space
576,528.73 SF
Park
T6-12-0, Urban Core
Transect Zone - Open
234,266.27 SF
Residential - Multi Family
Commercial
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Is there a site plan to review? Yes
Site Plan Feedback
The following feedback includes consideration from Planning staff and, as applicable, staff from Zoning,
Resilience and Public Works, and other departments. Comments below provide references to relevant
sections of the Miami 21 Code and the City Code, as applicable.
See Note.
Covenant / Unity of Title
Will a covenant or Unity of Title be proffered? Yes
Rev. 2/1/2022
3
City of Miami
Planning Department
Pre -Application Meeting Summary
Comments from Other Disciplines
If staff from other City Departments have reviewed materials provided by the applicant for this Pre -Application
Meeting, the Project Manager shall present all comments here, as applicable. NOTE: All comments are merely
provided for consideration for an eventual application submittal and they do not construe any approval nor do
they imply future approval.
Department
Status
Notes, if applicable (Paste from Project Dox)
Environmental
N/A
N/A
Resources
Planning
See Notes
Reviewer: Richard Cody Brown
Department
Info Comments:
• The Property features bi-fricated zoning, CS, Civic Space,
and T6-12-0, Urban Core Transect Zone — Open
• This SAP Amendment does not appear to feature a rezone
component.
• Perhaps a rezone would be appropriate for the intended
Height.
• Special Area Plans are regulated under Article 3, Section 3.9
of the Miami 21 Code.
• The existing Jungle Island SAP is not presently featured in
the Miami 21 Code.
• In the LOI, the Applicant has indicated they intend to release
the existing Development Agreement and file a new one in
conjunction with this SAP.
Documents:
• Please follow the attached Special Area Plan Checklist when
submitting, see attached.
• Authority to Act from the Property Owner, City of Miami.
• A separate Application for the Development Agreement will
be needed.
• There is an associated Referendum that needs to be
included in the LOI.
Drawings:
• Index - Please confirm the page you plan to retain from the
original approval.
CS Portion -
Civic Space
• Plans and LOI state Public Park, which is a defined Civic
Space Type in Miami 21; however, in the Civic Space
calculation and diagram on sheet A-001.4 — Rev 1, 29.336%
Rev. 2/1/2022
4
City of Miami
Planning Department
Pre -Application Meeting Summary
of the site is identified as Civic Space. Please clarify what the
rest of the site will be used for.
Zoning
• Please clarify where this Zoning Information was pulled from.
o Height says "25 Stories", this was indicated as a
mistake by the Applicant in the Pre -Application
Meeting.
Frontage
• We believe that Parrot Jungle Island Trail should also be
treated as a Primary Frontage.
Lot Coverage
• This sheet depicts structures, can you tell us more about the
intent and proposed Uses?
Ingress / Egress
• Please clarify the extent of the road improvements
• Will you be providing street sections?
• Can the parking area support School Bus pick-up and drop-
off operations?
T6-12-0 Portion
Zoning
• These items were briefly discussed in the meeting but will
need to be revised at a later day.
• We voiced our initial reservations in the meeting, but would
like to better understand the associated Public Benefit tied to
the SAP proposal.
• Please clarify your intent behind the proposed Zoning
Information:
o Tower Plate
o Density
o Height + Bonus
o FLR + Bonus
o Setbacks
Frontage
• We believe that Parrot Jungle Island Trail should also be
treated as a Primary Frontage.
Open Space
• Frontages are labeled differently on sheet A-052, when
compared to Sheet A-050.
Rev. 2/1/2022
5
City of Miami
Planning Department
Pre -Application Meeting Summary
T6-12-0 Analysis
• Density is written out differently from Sheet A-049, please
clarify this discrepancy.
• The Building Setbacks in the Table and the diagram do not
align, we think a 10 ft setback would be more appropriate, as
depicted in the diagram.
• Tower Setbacks would be appropriate for the depicted
massing, please consider Tower Setbacks. Without the
building design or street sections, Setbacks will allow the City
to ensure there is appropriate spacing for the Public Realm.
• Height + Bonus — "60" Stories"
o FAA
• Please consider how the proposed Residential will interact
with the abutting Garden: specifically, the Podium of the
Residential Building. We recommend implementing
transitions or buffers.
General:
• We would like to see the revised Development Agreement to
better understand the new proposed Public Benefits in
conjunction with the plans set.
• We need to better understand the proposed changes to the
Regulating Plan, we see Sheets A-049 and A-053 touch on
that. How much will be modified?
• We need to confirm with legal if an Amendment is
appropriate or if this will need to be processed as a new SAP
Designation. The Miami 21 Code does not appear to have an
Amendment process, nor the associated Regulating Plan.
• Will we have Residential designs by the time you submit the
PZ Application?
• What is your timeline?
• We defer to Fire and Transportation for Vehicular
Transportation Matters.
• We would like to see a roundabout incorporated along Parrot
Jungle Island Trail.
Zoning
Department
See Notes
Reviewer: Kimberley Zawadzki
In order to provide detailed comments, please provide the proposed
regulating plan and concept book.
Historic
Preservation
N/A
N/A
Rev. 2/1/2022
6
City of Miami
Planning Department
Pre -Application Meeting Summary
Resilience and
Public Works
N/A
N/A
Building
Department
N/A
N/A
Transportation
See Notes
Reviewer: Collin Worth
The City of Miami has implemented the Independent Traffic Impact
Study provision in City Code Sec. 62-2.1. In order to begin the process,
the applicant will be invoiced for a Trip Generation Review. The City
consultants will review the trip generation to determine if a full traffic
study is required.
Rev. 2/1/2022 7
City of Miami
Planning Department
Pre -Application Meeting Summary
Planner Certification of Pre -Application Meeting
The signed copy of this form certifies that you, Iris Escarra, of Greenberg Traurig, have attended a Pre -
Application meeting to discuss your interest in SAP Amendment. If you are eligible for the permit you seek, you
may qualify for a $250 credit toward the application fee if you submit your application within 90 days from your
Pre -Application Meeting. Failure to submit that application within this time period will result in the forfeiture of any
credit due to you from this meeting toward your application fees.
Please note, neither your attendance to this meeting nor the comments here construe the City of Miami's
approval of your request.
Be sure to include this document with your application submittal to ePlan as your Pre -Application Form.
If you have additional questions, please contact me at the email address listed on the front page of this document.
The City of Miami looks forward to working with you on this application and we are happy to assist you in any way
we can.
Sincerely,
Richard Cody Brown
Planner II
Rev. 2/1/2022 8
This instrument Prepared by and
after Recording Return To:
Iris V. Escarra, Esq.
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue
Suite 4400
Miami, Florida 33131
Reserved for Recording
DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF MIAMI, FLORIDA AND ECORESILIENCY
MIAMI LLC, REGARDING APPROVAL OF THE
ECORESILIENCY SPECIAL AREA PLAN AND RELATED
DEVELOPMENT
This is a Development Agreement ("Agreement") made this day of
20 by and between Ecoresiliency Miami LLC, a Delaware limited liability company (the
"Purchaser" or "Developer"), and the City of Miami, Florida, a municipal corporation and a
political subdivision of the State of Florida (the "City") (the Developer and the City are together
referred to as the "Parties").
WHEREAS, the City holds fee simple title to approximately 18.61 acres of upland
waterfront property in and around Watson Island, of which approximately 2.4 acres are submerged
lands in Biscayne Bay, located northeast of the MacArthur Causeway, and generally bounded by
Biscayne Bay on the north and the Parrot Jungle Trail service road on the east and south, as more
particularly described on Exhibit "A" attached hereto and incorporated herein (the "Overall
Property"); and
WHEREAS, following City voter approval in a public referendum, the City and Parrot
Jungle and Gardens, Inc. ("Prior Lessee") entered into a Lease and Development Agreement on
September 2, 1997 that authorized Prior Lessee to develop and operate a botanical gardens and
theme park known as Parrot Jungle & Gardens of Watson Island on the Overall Property (the
"Lease"), pursuant to City Commission Resolution R-96-0671, and said Lease has been amended
several times, most recently on March 6, 2019 (the "Fifth Amendment"); and
WHEREAS, on April 14, 1998, pursuant to City Commission Resolution R-98-0376, the
City Commission approved a Major Use Special Permit (MUSP) for development of the Parrot
Jungle botanical gardens and theme park, as contemplated in the Lease, including approximately
172,444 square feet of visitor attractions with accessory commercial space and 588 parking spaces,
which was later modified on November 16, 2000 pursuant to City Commission Resolution R-00-
1032, to reconfigure the location of the ballroom facilities and other site improvements
(collectively, "Jungle Island"); and
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WHEREAS, on April 4, 2017, pursuant to City Commission Resolution R-16-0567, the
City, Prior Lessee, and ESJ Leasehold, LLC (the "Current Tenant") entered into an Assignment
and Assumption Agreement and Termination of Sublease, recorded on April 6, 2017 at Official
Records Book 30486, Page 2539 of the Public Records of Miami -Dade County, Florida, wherein
the Prior Lessee assigned all of its rights, title, and interests in the Lease, as amended, and in Jungle
Island to Current Tenant; and
WHEREAS, on August 28, 2018, pursuant to City Commission Resolution R-18-0232,
the City held a referendum and voters approved a Charter amendment to waive competitive
bidding and approve a fifth modification to the Lease with Current Tenant, extending the term of
the Lease and allowing Current Tenant to pursue development of a new hotel and attractions on
the Overall Property (the "Jungle Island Referendum"); and
WHEREAS, the City Commission, under the process outlined in Section 3.9 of the City's
Zoning Ordinance, as amended ("Miami 21"), which allows parcels of nine (9) abutting acres
or more to be master planned to allow greater integration of public improvements and
infrastructure, and greater flexibility so as to result in a higher or specialized quality building
and streetscape design; and
WHEREAS, on February 25, 2021, pursuant to City Commission Ordinance No. 13973,
the City Commission approved the Jungle Island Special Area Plan (the "Jungle Island SAP"),
together with the corresponding Jungle Island Concept Book and Jungle Island Regulating Plan,
which authorized the development of amusement park improvements on the on the 13.3 acre
portion of the Overall Property, which includes approximately 2.4 acres of submerged lands (the
"City Property"), shown and legally described in Exhibit "B"; and
WHEREAS, as part of the Jungle Island SAP, the City Commission approved a Transect
Zone change from CS to T6-12-0 Urban Core — Open ("T6-12-0"), and a corresponding
Comprehensive Plan/Future Land Use Map amendment from "Parks and Recreation" to
"Restricted Commercial," pursuant to Ordinance No. 13972, for the construction of a hotel
development with up to 300 hotel rooms on the southeasterly 234,310 square -foot and 5.378 acre
portion of the Overall Property (the "Residential Property"), as shown and legally described in
Exhibit "C"; and
WHEREAS, consistent with Section 3.9.1. of Miami 21 and the Florida Local Government
Development Agreement Act, as codified in Sections 163.3220-163.3243, Florida Statutes
(2024), the City Commission previously approved that certain Development Agreement
between the Current Tenant and the City dated June 14, 2021 and as recorded in Official
Records Book 32580, Page 2983 of the Public Records of Miami -Dade County, Florida, for the
Jungle Island SAP pursuant to Ordinance No. 13974 (the "Jungle Island Development
Agreement"); and
WHEREAS, in November of 2024, the City electorate approved, via referendum, the
termination of the current Lease and the negotiation of a purchase and sale agreement with the
Developer for the Residential Property, to allow for a mixed use/multi-family residential
development thereon, in exchange for the creation of a new waterfront public park on the City
Property as part of substantial public benefits package (the "Ecoresiliency Referendum"); and
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WHEREAS, pursuant to the Ecoresiliency Referendum and Resolution No. R-25-0297,
approved on July 24, 2025, the City Commission authorized the City to enter into that certain
purchase and sale agreement with the Developer, dated as of September 9, 2025 (the "Purchase
and Sale Agreement"), for the purchase of the Residential Property for development as a
residential condominium project and related amenities thereon (the "Residential Project" or
"Project"), described in Exhibit "D" (the "Residential Project Development Exhibit"); and
WHEREAS, the Purchase and Sale Agreement further contemplates the development of
the Public Park (as defined herein) by Developer on the City Property in accordance with Exhibit
"E" (the "Public Park Development Exhibit") and requires the delivery of the public benefits to
the City (the "Community Benefits") set forth on Exhibit "F" (the "Community Benefits
Exhibit"); and
WHEREAS, the Developer filed an application with the City to amend the Jungle Island
SAP and corresponding documents, now renamed and referred to herein as the Ecoresiliency
Special Area Plan, in order to redevelop the Residential Property with the Residential Project and
to create a new public park on the City Property as a perpetual public benefit for the City (the
"Ecoresiliency SAP"); and
WHEREAS, the Parties' goals and vision for the Ecoresiliency SAP and the Overall
Property include redevelopment of the Residential Property with the Residential Project that will
provide revenues to the City to assist with the maintenance and operation of a public park on the
City Property, ensuring that the waterfront park remains a valuable, community resource that is
accessible to the public; and
WHEREAS, the City and the Developer both desire that the Residential Property be
developed with the Residential Project, in accordance with the Ecoresiliency SAP, and to proceed
in a manner that is consistent with the City Comprehensive Neighborhood Plan, Miami 21, the
Florida Building Code, the City Charter, and the City Code; and
WHEREAS, on November , 2025, the City Commission approved the Ecoresiliency
SAP, which maintains the CS designation for the City Property and redesignates the Residential
Property to the T6-36A-O Transect Zone ("T6-36A"), as reflected in the amended Concept Book
(the "Ecoresiliency Concept Book") and amended Regulating Plan (the "Ecoresiliency
Regulating Plan"), adopted pursuant to Ordinance No. , in order to effectuate the will
of the City electorate and further the Parties' goals and vision for the Overall Property; and
WHEREAS, Chapter 163, Florida Statutes (2024), as amended from time to time,
authorizes and provides for local governments to enter into development agreements with any
person or entity having a legal or equitable interest in real property located within its jurisdiction;
and
WHEREAS, in connection with the approval of the Ecoresiliency SAP, the Developer and
City must enter into a new Development Agreement pursuant to Section 3.9.1(f) of Miami 21; and
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WHEREAS, the City Commission pursuant to Ordinance No. , adopted on
, has authorized the City Manager to execute this Agreement upon the terms
and conditions set forth below, and the Developer has been duly authorized to execute this
Agreement upon the terms and conditions set forth below; and
WHEREAS, under Section 163.3237, Florida Statutes, the City has agreed to rescind
and release the Jungle Island Development Agreement, on the condition that Developer enter
into this Agreement with the City, in order to ensure that Development of the Residential
Property is carried out in a fashion consistent with the goals and standards of the Ecoresiliency
SAP; and
WHEREAS, assurance to a developer that it may proceed in accordance with existing laws
and policies, subject to the conditions of a development agreement, strengthens the public planning
process, encourages sound capital improvement planning and financing, assists in assuring there
are adequate capital facilities for the development, encourages private participation in
comprehensive planning, and reduces the economic costs of development; and
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the Parties mutually agree and bind themselves as set forth herein:
Section 1. Consideration. The Parties hereby agree that the consideration and obligations
recited and provided for under this Agreement constitute substantial benefits to both Parties and
thus adequate consideration for this Agreement.
Section 2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise
expressly provided:
(a) A defined term has the meaning assigned to it;
(b) Words in the singular include the plural, and words in the plural include the
singular;
(c) A pronoun in one gender includes and applies to other genders as well;
(d) The terms "hereunder", "herein", "hereof', "hereto", and such similar terms shall
refer to the instant Agreement in its entirety and not to individual sections or
articles;
(e) The Parties hereto agree that this Agreement shall not be more strictly construed
against either the City or the Developer, as all Parties are drafters of this Agreement;
and
(f) The recitals are true and correct and are incorporated into and made a part of this
Agreement. The attached exhibits shall be deemed adopted and incorporated into
the Agreement; provided, however, that this Agreement shall be deemed to control
in the event of a conflict between the exhibits and this Agreement.
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Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have
the meaning given in Miami 21.
"Agreement" means this Development Agreement between the City of Miami, Florida and
the Developer.
"City" means the City of Miami, a municipal corporation and a political subdivision of the
State of Florida, and all departments, agencies, and instrumentalities subject to the
jurisdiction thereof.
"City Charter" means the municipal Charter of the City of Miami.
"City Code" or "Code" means the City of Miami Code of Ordinances.
"Comprehensive Plan" means the comprehensive plan known as the Miami
Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida
Statutes (2024), meeting the requirements of Section 163.3177, Florida Statutes (2024),
Section 163.3178, Florida Statutes (2024) and Section 163.3221(2), Florida Statutes
(2024), which are in effect as of the Effective Date.
"Concept Book" or "Ecoresiliency Concept Book" means the plans, drawings, and
diagrams, prepared by ODP Architecture and Design, dated September 12, 2025,
attached as Exhibit "G", as submitted and approved as part of the Ecoresiliency SAP.
"County" means Miami -Dade County, a political subdivision of the State of Florida.
"Developer" means Ecoresiliency Miami LLC, a Delaware limited liability company, also
referred to as the "Purchaser."
"Development" means the carrying out of any building activity or mining operation, the
making of any material change in the use or appearance of any structure or land, or the
dividing of land into three (3) or more parcels and such other activities described in
described in Sections 163.3221(4) and 380.04, Florida Statutes (2024).
"Development permit" includes any building permit, zoning permit or approval,
subdivision approval, rezoning, certification, special exception, variance, or any other
official action of local government having the effect of permitting the development of land.
"Effective Date" means the date of recordation of the executed, original version of this
Agreement.
"Existing Zoning" means the zoning designation and regulations of the Ecoresiliency SAP
Regulating Plan (the "Regulating Plan"), related Concept Book, and the provisions of the
City Charter and the Code of the City of Miami, Florida, ("City Code") that regulate
development as amended through the Effective Date.
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"Impact Fees" shall mean a fee imposed by any local government or agency based upon
the new development's proportionate share of the average cost of new development
including impact fees imposed by Miami -Dade County, the City of Miami and the Miami -
Dade County Public Schools System.
"Land" means the earth, water, and air above, below, or on the surface and includes any
improvements or structures customarily regarded as land.
"Land Development Regulations" shall be as defined in Chapter 62, Section 62-11 of the
City Code of Ordinances and includes the City's Comprehensive Plan regulations and
Miami 21, as may be amended and provided herein.
"Laws" mean all ordinances, resolutions, regulations, comprehensive plans, land
development regulations, and rules adopted by a local, state, and/or federal government
affecting the development of land, as applicable.
"Miami 21" also known as the Miami 21 Code means City Ordinance 13114, as amended
through the Effective Date, which is the Zoning Ordinance of the City of Miami.
"Park Impact Fee" shall mean the applicable parks and recreation impact fee imposed by
and calculated by the City of Miami under Section 13-12 of the City of Miami Code of
Ordinances.
"Phased Project" means a project(s) which, due to its magnitude, is to be developed in
multiple phases. Such phased project may occupy contiguous lands, separated only by
streets or alleys. The project may be developed under a single building permit or multiple
building permits. This definition supersedes the Phased Project definition as provided in
Chapter 55, Section 55-1 of the City Code.
"Property, City" means the approximate 13.3 +/- acres of land, of which approximately
2.4 acres are submerged lands, as a portion of the Overall Property and located within the
SAP Area, owned by the City of Miami.
"Property, Residential" means the remaining 5.4 +/- acres of land, as a portion of the
Overall Property and located within the SAP Area, conveyed to Developer.
"Public Facilities" means major capital improvements, including, but not limited to,
transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and
recreational, streets, parking, and health systems and facilities.
"Public Park" means the approximately 13.3-acre public park and accessory facilities to
be developed on the City Property and CS Zone portion of the Overall Property by the
Developer.
"Purchase and Sale Agreement" means that certain Purchase and Sale Agreement
between the City and Developer, dated September 9, 2025.
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"Regulating Plan" or "Ecoresiliency Regulating Plan" means the modifications of the
underlying Miami 21 Transect Zone regulations for the lots included in this SAP,
previously attached hereto as Exhibit "H".
"SAP Area" means the lots and properties which comprise the Ecoresiliency SAP,
including the Residential Property and City Property, as depicted in the Concept Book and
Regulating Plan, also referred to as the "Overall Property".
"Special Area Plan" or "SAP" or "Ecoresiliency SAP" refers to the Ecoresiliency
Special Area Plan, including the Regulating Plan and Concept Book.
"Zone, CS" refers to the City Property, as that portion of the Overall Property, zoned CS
as described in the Concept Book.
"Zone, T6" refers to the Residential Property, as that portion of the Overall Property, with
the T6-36A-O Transect Zone, as described in the approved Concept Book and Regulating
Plan.
Section 4. Purpose. The purpose of this Agreement is for the City, in its regulatory capacity,
to authorize the Developer to develop the Residential Property pursuant to the Ecoresiliency SAP.
This Agreement will establish, as of the Effective Date, the land development regulations which
will govern development of the Residential Property, thereby providing the Developer with
additional certainty during the development process. This Agreement also satisfies Section
3.9.1(f), Miami 21.
Section 5. Intent. The Developer and the City intend for this Agreement to be construed and
implemented so as to effectuate the purpose of the Ecoresiliency SAP, Regulating Plan and
Concept Book, this Development Agreement, the Comprehensive Plan, Miami 21, the City
Charter, the City Code, and the Florida Local Government Development Agreement Act, Sections
163.3220 - 163.3243, Florida Statutes (2024), all of which are applicable to this Agreement.
Section 6. Legal Description of Land, Names of Legal Owners, Applicability. This
Agreement applies to the Residential Property, as a portion of the SAP Area and Overall Property.
The Developer purchased the Residential Property from the City pursuant to that certain Purchase
and Sale Agreement and is thereby the owner of the Residential Property contained within the SAP
Area.
Section 7. Term of Agreement, Effective Date and Binding Effect. This Agreement shall
have a term of thirty (30) years from the Effective Date and shall be recorded in the public records
of Miami -Dade County and filed with the City Clerk. The term of this Agreement may be extended
by mutual, written consent of the Parties subject to public hearing(s), pursuant to Section 163.3225,
Florida Statutes (2024). The Developer shall bear the advertising and related noticing costs of
such public hearing(s). This Agreement shall become effective on the Effective Date and shall
constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of
the Parties, their successors, assigns, heirs, legal representatives, and personal representatives. This
7
Agreement serves to establish all conditions, terms, restrictions, or other requirements determined
to be necessary by the City for the public health, safety, or welfare of its citizens.
Section 8. Zoning Permitted Development Uses and Building Intensities.
(a) Ecoresiliency SAP Designation. The City has designated the Residential Property
as part of the Ecoresiliency SAP, as amended and formerly known as the Jungle
Island SAP, on the official Zoning Atlas of the City pursuant to the applicable
procedures in Miami 21. The Concept Book and Regulating Plan, attached as
Exhibits "G" and "H", respectively, provide for any deviations from the
underlying regulations of Miami 21. In approving the Ecoresiliency SAP, the City
has determined that the uses, intensities and densities of development permitted
thereunder are consistent with the Comprehensive Plan and the Existing Zoning.
(b) Density, Intensity, Uses, and Building Heights.
i. As of the Effective Date and pursuant to the Ecoresiliency SAP, the population
densities and building intensities proposed for the SAP are permitted by the
Existing Zoning and are consistent with the presently adopted Comprehensive
Plan.
ii. As of the Effective Date and pursuant to the Ecoresiliency SAP, the Uses
proposed for the SAP are permitted by the Existing Zoning and are consistent
with the presently adopted Comprehensive Plan.
iii. As of the Effective Date and pursuant to the Ecoresiliency SAP, the Heights
proposed for the SAP are permitted by the Existing Zoning and are consistent
with Miami 21 and the presently adopted Comprehensive Plan.
iv. Nothing herein shall prohibit the Developer from requesting an increase in the
density or intensity of development permitted by the Existing Zoning.
Section 9. Prohibition on Downzoning.
(a) The Comprehensive Plan, the Ecoresiliency SAP and this Agreement shall govern
development of the SAP Area for the duration of the Agreement. The City's Laws
and policies adopted after the Effective Date may be applied to the SAP Area only
if the determinations required by Section 163.3233(2), Florida Statutes (2024) have
been made after thirty (30) days written notice to the Developer and after a public
hearing or as otherwise provided herein.
(b) Pursuant to Section 163.3233(3), Florida Statutes (2024), this prohibition on
downzoning supplements, rather than supplants, any rights that may vest to the
Developer under Florida or Federal law. As a result, the Developer reserves the
right to challenge any subsequently adopted changes to land development
regulations which are in derogation of this Agreement on (a) common law
principles including, but not limited to, equitable estoppel and vested rights, or (b)
statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2024).
8
The City reserves all of its defenses, immunities and any claims it may have in
response to the right to challenge changes in the land development regulations.
Section 10. Public Facilities. The Developer is providing a comprehensive Community
Benefits package which includes contributions to Public Facilities, as provided in Section 13. In
the event that the Existing Zoning or the Comprehensive Plan requires the Developer to provide
additional Public Facilities to address any deficiencies in levels of service in the future, the
Developer will provide such Public Facilities consistent with the timing requirements of Section
163.3180, Florida Statutes (2024) or as otherwise required by Chapter 13 of the City Code, if
applicable. Developer shall be bound by the City impact fees and assessments in existence as of
the Effective Date of this Agreement.
Section 11. Reservation of Land Dedicated for Public Purposes. The SAP Area Civic Space
minimum of five percent (5%), as required in Section 3.9.1(e) of Miami 21, is being fully provided
within the Public Park on the City Property. For avoidance of doubt, there is no Civic Space
proposed within the Residential Property, only Open Space pursuant to the Regulating Plan.
Section 12. Future Development Review. Future development within the SAP Area shall
proceed pursuant to the process established in the Regulating Plan and Concept Book. The criteria
to be used in determining whether future development shall be approved are consistency with the
Comprehensive Plan, Miami 21, and this Agreement, as well as consistency with the Ecoresiliency
SAP, as applicable.
Section 13. Residential Project; Public Park; Public Benefits. The Developer is required to
(a) develop the Residential Project in accordance with the Residential Project Development
Exhibit (Exhibit "D"); (b) develop the Public Park in accordance with the Public Park
Development Exhibit (Exhibit "E"); and (c) provide the Community Benefits which are defined
and detailed in the Community Benefits Exhibit (Exhibit "F"). Notwithstanding anything in the
Community Benefits Exhibit to the contrary, any of the Community Benefits identified in
Sections 3(C) and 3(D) in the Community Benefits Exhibit, may, upon agreement of the Parties,
be replaced under the Purchase and Sale Agreement 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 of the Overall Property, 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 in the
Community Benefits Exhibit shall be modified to conform to such approvals and to ensure that the
total value of Community Benefits provided is neither increased nor decreased.
Section 14. Environmental Resources Review. The City finds that the SAP will confer a
significant net improvement upon the publicly accessible tree canopy in the area. The City and
Developer agree that the Developer shall comply with the intent and requirements of Chapter 17
of the City Code, except as otherwise set forth in or modified by this Section 14. Notwithstanding
the provisions of Section 17-33 of the City Code, any tree permit application for tree removal
and/or tree replacement at the Residential Property shall be permitted by Right and shall be
reviewed and approved by the City's Public Works, Planning and/or Environmental Resources
Depailinent or other applicable City departments.
9
Section 15. Impact Fee Credit. The Parties agree that, consistent with Section 14 of the
Purchase and Sale Agreement, the payment of Park Impact Fees for the Development of the
Residential Property may be deemed as part of the Community Benefits.
Section 16. Compliance with Fire/Life Safety Laws. The Developer shall at all times in the
development and operation of the SAP comply with all applicable fire and life safety laws,
ordinances and regulations including life safety codes to ensure the safety of City residents and
guests at the Residential Property within the SAP Area. Specifically, and without limitation, the
Developer will install and construct all required fire safety equipment and water lines with flow
sufficient to contain all possible fire occurrences within the Residential Property.
Section 17. Temporary Use Permits. Notwithstanding the requirements of Article XIII of the
City Code, the City and Developer mutually agree that a residential sales center may be situated
within the SAP Area, which shall be permitted by Right and approved via a Temporary Use Permit
("TUP"), subject to the expedited approval timeline provided in Exhibit "I". An approved TUP
for a residential sales center within the SAP Area shall not require additional parking.
Section 18. Watson Island Trolley Stop. Developer acknowledges the City's intent to expand
the public transit service with a trolley service to the Watson Island area. Developer shall
coordinate, in good faith, with the City to identify a mutually agreeable location for a future trolley
stop located on Watson Island. The Parties agree that the precise location, timing, design, and
funding of such stop shall be subject to further study, planning, and approval by the City in its sole
discretion. Developer shall not be obligated to construct, operate, or maintain any trolley stop, but
agrees to cooperate with the City to facilitate the siting and implementation of a trolley stop on
Watson Island. Nothing herein shall be construed to obligate the Developer to establish a trolley
stop at the Residential Property.
Section 19. Rescission and Renaming of Parrot Jungle Trail.
(a) Rescission of Resolution No. R-01-533. The Parties acknowledge that the City
previously adopted Resolution No. R-01-533, dated May 24, 2001, approving the
naming of the access road located on Watson Island along the MacArthur
Causeway as "Parrot Jungle Trail". In consideration of the new Public Park
improvements and the Development of the Residential Property under this
Agreement, the City and Developer agree that Resolution No. R-01-533 is hereby
rescinded and any naming rights established thereunder shall be null and void.
(b) Renaming of Access Road. The Parties further agree that the access road formerly
known as "Parrot Jungle Trail" shall be renamed to "Jungle Island Drive". Such
renaming is hereby approved pursuant to and as a condition of approval of this
Agreement, and no further public hearing is required for access road renaming
purposes.
Section 20. Local Development Permits.
(a) Development of the Residential Property in accordance with the Existing Zoning
may require additional permits or approvals from the City, County, State of Florida,
or Federal government and any divisions thereof. Subject to required legal process
10
and approvals, the City shall make best efforts to take all reasonable steps to
cooperate with and facilitate all such approvals without waiving its regulatory or
proprietary authority and discretion. Such approvals include, without limitation, the
following approvals and permits and any successor or analogous approvals and
permits:
i. Waiver(s), Warrant(s), Exception(s), Variances, or SAP Permits;
ii. Subdivision plat and/or waiver of plat approvals;
iii. Public Works approvals;
iv. Stormwater permits;
v. Covenant or Unity of Title acceptance and the release of any existing Unities,
Covenants or Declarations of Restrictions;
vi. Paving and Drainage Plans and Permits;
vii. Tree Removal and Installation Permits;
viii. Demolition Permits;
ix. Environmental Resource Permits;
x. Miami -Dade County (and if applicable, City) Traffic approvals;
xi. Miami -Dade County Water and Sanitary Sewage Agreement(s);
xii. Miami -Dade County DERM approvals;
xiii. Federal Aviation Administration and Miami -Dade Aviation Department
determination(s) and approval(s);
xiv. Right of Way Encroachment permits or licenses;
xv. Miami Parking Authority approvals, if applicable;
xvi. Building permits, including any associated phased permit;
xvii. Certificates of use and/or occupancy;
xviii. Sign permits;
xix. Any other official action of the City, County, or any other government agency
having the effect of permitting /regulating development of the SAP Area;
(b) In the event that the City substantially modifies its Land Development Regulations
regarding site plan approval procedures, authority to approve any site plan for a
11
project on the Residential Property shall be vested solely in the City Manager or
such designee(s), with the recommendation of the City Planning Director and other
departments, as applicable. Any such site plan shall be approved if it meets the
requirements and criteria of the Existing Zoning, the Comprehensive Plan, and the
terms of this Agreement.
Section 21. Consistency with Comprehensive Plan and Land Development Regulations.
The City finds that Development of the SAP Area is in conformity with the Existing Zoning and
is consistent with the Comprehensive Plan and Land Development Regulations.
Section 22. Necessity of Complying with Regulations Relative to Development Permits.
The Developer and the City agree that the failure of this Agreement to address a particular permit,
condition, fee, term, license, or restriction in effect on the Effective Date shall not relieve the
Developer of the necessity of complying with the regulation governing said permitting
requirements, conditions, fees, terms, licenses, or restrictions. Pursuant to Section 163.3241,
Florida Statutes (2024), if state or federal laws are enacted after the execution of this development
agreement which are applicable to and preclude the parties' compliance with the terms of this
development agreement, this Agreement shall be modified or revoked as is necessary to comply
with the relevant state or federal laws.
Section 23. Phased Development. The Developer and the City agree that Development of the
Residential Property may be developed by multiple parties in multiple phases and is designated as
a Phased Project, as defined herein.
Section 24. Construction Management and Noise Waiver. In support of the expeditious and
orderly Development of the Residential Property, the City Manager authorizes a waiver of the
noise restrictions for construction equipment pursuant to Section 36-6(c) of the City's Code of
Ordinances, so as to allow construction, including concrete pours and crane lifts, Monday through
Friday from 5:00 a.m. to 11:00 p.m., not including holidays. The City Manager also authorizes a
waiver of the noise restrictions, as necessary, to permit Developer to conduct mass concrete pours
continuously from start to finish which are critical for ensuring the structural soundness of the
proposed Development of the Residential Project. These waivers of noise restrictions shall be valid
from the commencement of the demolition of any existing structures at the Residential Property
until final COs are issued for each and all structures and phases of Development of the Residential
Proj ect.
Developer or its contractors must attain approval prior to any work to take place on Federal
holidays and/or Sundays from the City Manager. Any such waiver request for Federal holidays
and/or Sundays will be reviewed by the City Manager on a case -by -case basis. Violation of this
provision may result in a code enforcement violation pursuant to Chapter 2, Article X, provided,
however, the City reserves all legal remedies under Florida law and the use of one remedy shall
not preclude the use of another.
Developer agrees to require the general contractor for the Development of the Residential Project
to provide the City with a "Noise Management Plan" prior to the commencement of construction
on the Residential Property. The Noise Management Plan shall include the following: (i)
Development information; (ii) 24-hour emergency contact information; (iii) a list of equipment
12
anticipated to be used on -site at the Residential Property; and (iv) vibration monitoring controls.
Section 25. Reservation of Development Rights.
(a) For the term of this Agreement, the City hereby agrees that it shall permit the
development of the Residential Property in accordance with the Existing Zoning,
the Comprehensive Plan, the SAP Regulating Plan and Concept Book, and this
Agreement.
(b) Nothing herein shall prohibit an increase in the density or intensity of development
permitted on the Residential Property in a manner consistent with (i) the Existing
Zoning and/or the Comprehensive Plan, (ii) any zoning change subsequently
requested or initiated by the Developer in accordance with applicable provisions of
law, or (iii) any zoning change subsequently enacted by the City.
(c) The expiration or termination of this Agreement shall not be considered a waiver
of, or limitation upon, the rights, including, but not limited to, any claims of vested
rights or equitable estoppel, obtained or held by the Developer or its successors or
assigns to continue development of the Residential Property in conformity with
Existing Zoning and all development permits or development orders granted by the
City.
Section 26. Annual Review.
(a) The Developer shall provide to the City, on an annual basis, a status of the Project
in the SAP Area in order for the City to conduct an annual review of the
Development of the Residential Property, including compliance with Developer's
obligations as described in Section 13 herein, until such time as fully built. This
requirement shall commence twelve (12) months after the Effective Date and shall
continue throughout the term. The status from the Developer shall contain a
description of those pertinent and applicable sections of the Developer's
compliance with the obligations under this Agreement.
(b) During its annual review, the City may ask for additional information not provided
by the Developer. Any additional information required of the Developer during an
annual review shall be limited to that reasonably required to determine the extent
to which the Developer is proceeding in good faith to comply with the terms of this
Agreement.
(c) Subject to the applicable terms and provisions of this Agreement, if the City finds
on the basis of competent substantial evidence that the Developer failed to in good
faith substantially comply with the terms, obligations, or conditions of this
Agreement, the City may terminate or amend this Agreement after providing thirty
(30) days written notice to the Developer unless cured by the Developer prior to the
expiration of such thirty (30) day period; provided, however, that if such failure
cannot reasonably be cured within thirty (30) days, the Developer shall not be in
default if it measurably commences to cure such breach within such thirty (30) day
13
period and diligently pursues the cure to completion. Any termination or
modification of this Agreement shall not become effective until the City
Commission approves same after holding two (2) duly noticed public hearings.
Section 27. Notice.
(a) All notices, demands and requests which may or are required to be given hereunder
shall, except as otherwise expressly provided, be in writing and delivered by
personal service or sent by United States Registered or Certified Mail, return receipt
requested, postage prepaid, or by overnight express delivery, such as Federal
Express, to the Parties at the addresses listed below. Any notice given pursuant to
this Agreement shall be deemed given when received. Any actions required to be
taken hereunder which fall on Saturday, Sunday, or United States legal holidays
shall be deemed to be performed timely when taken on the succeeding day
thereafter which shall not be a Saturday, Sunday or legal holiday.
To the City:
City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133
To The Developer:
Ecoresiliency Miami, LLC
Attn:
With a copy to:
City Attorney
Miami Riverside Center
444 S.W. 2nd Avenue, 9th Floor
Miami, FL 33130
Law@miamigov.com
Department of Planning
Miami Riverside Center
444 S.W. 2nd Ave., 3rd Floor
Miami, FL 33130
planning@miamigov.com
Department of Resilience and Public
Works
Miami Riverside Center
444 S.W. 2nd Ave., 8th Floor
Miami, FL 33130
Internetpublicworks@miamigov.com
With a copy to:
Greenberg Traurig, P.A.
Attn: Iris V. Escarra, Esq.
333 SE 2nd Avenue, Suite 4400
Miami, FL 33131
14
(b) Any Party to this Agreement may change its notification address(es) by providing
written notification to the remaining Parties pursuant to the terms and conditions of
this section.
Section 28. Exclusive Venue, Choice of Law, Specific Performance. It is mutually
understood and agreed by the Parties hereto, that this Agreement shall be governed by the laws of
the State of Florida, and any applicable federal law, both as to interpretation and performance, and
that any action at law, suit in equity, or judicial proceedings for the enforcement of this Agreement
or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts
and venue for any such actions shall lie exclusively in a court of competent jurisdiction in Miami -
Dade County. In addition to any other legal rights, the City and the Developer shall each have the
right to specific performance of this Agreement in court. Each Party shall bear its own attorney's
fees. Each party waives any defense, whether asserted by motion or pleading, that the
aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to
the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said
jurisdiction. The Parties irrevocably waive any rights to a jury trial.
Section 29. No Oral Change or Termination. This Agreement and the exhibits and
attachments constitute the entire Agreement between the Parties with respect to the components
of the Ecoresiliency SAP discussed herein. This Agreement supersedes any prior agreements or
understandings between the Parties with respect to the subject matter hereof. No change,
modification, or discharge hereof in whole or in part shall be effective unless such change,
modification, or discharge is in writing and signed by the party against whom enforcement of the
change, modification, or discharge is sought and recorded in the public records of Miami -Dade
County, or as otherwise specified in this Agreement. Any modification requires two (2) duly
noticed public hearings before the City Commission. This Agreement cannot be changed or
terminated orally.
Section 30. Compliance with Applicable Law. Subject to the terms and conditions of this
Agreement, throughout the term of this Agreement, the Developer and the City shall comply with
all applicable federal, state, and local laws, rules, regulations, codes, ordinances, resolutions,
administrative orders, permits, policies and procedures, and orders that govern or relate to the
respective Parties' obligations and performance under this Agreement in all material respects, all
as they may be amended from time to time.
Section 31. Representations; Representatives. Each Party represents to the other that this
Agreement has been duly authorized, delivered, and executed by such Party with the legal
authority to do so and therefore this Agreement constitutes the legal, valid, and binding obligation
of such party, enforceable in accordance with its terms.
Section 32. No Exclusive Remedies. No remedy or election given by any provision in this
Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the
remedies granted hereunder upon a default of the other Party shall be cumulative and in addition
to all other remedies at law or equity arising from such event of default, except where otherwise
expressly provided.
15
Section 33. Failure to Exercise Rights not a Waiver; Waiver Provisions. The failure by
either Party to promptly exercise any right arising hereunder shall not constitute a waiver of such
right unless otherwise expressly provided herein. No waiver or breach of any provision of this
Agreement shall constitute a waiver of any subsequent breach of the same or any other provision
hereof, and no waiver shall be effective unless made in writing.
Section 34. Events of Default.
(a) The Developer shall be in default under this Agreement if any of the following
events occur and continue beyond the applicable grace period: the Developer fails
to perform or breaches any material term(s), covenant(s), or condition(s) of this
Agreement, which breach is not cured within thirty (30) days after receipt of written
notice from the City specifying the nature of such breach; provided, however, that
if such breach cannot reasonably be cured within thirty (30) days, then the
Developer shall not be in default if it commences to cure such breach within said
thirty (30) day period and diligently prosecutes such cure to completion.
(b) The City shall be in default under this Agreement if the City fails to perform or
breaches any material term(s), covenant(s), or condition(s) of this Agreement and
such failure is not cured within thirty (30) days after receipt of written notice from
the Developer specifying the nature of such breach; provided, however, that if such
breach cannot reasonably be cured within thirty (30) days, the City shall not be in
default if it commences to cure such breach within said thirty (30) day period and
diligently prosecutes such cure to completion.
(c) It shall not be a default under this Agreement if either Party is declared bankrupt
by a court of competent jurisdiction. All rights and obligations in this Agreement
shall survive such bankruptcy of either party. The Parties hereby forfeit any right
to terminate this Agreement upon the bankruptcy of the other party.
(d) Notwithstanding the foregoing or anything contained in this Agreement to the
contrary, following an assignment of this Agreement, (i) a default by any
successor(s) or assignee(s) of the Developer of any portion of this Agreement shall
not be deemed to be a breach by (A) the Developer, or (B) any other successor or
assignee of the Developer; and (ii) a default by the Developer under this Agreement
shall not be deemed to be a breach by any successor(s) or assignee(s) of the
Developer of their respective rights, duties, or obligations under this Agreement.
For purposes of clarity, the Project may be developed by multiple parties in multiple
phases over the next several years. Any actual or alleged default by a developer of
a portion(s) or phase(s) of the Project, including, but not limited to, the Developer,
shall not cause, nor be treated, deemed, or construed as a default by another
developer or Party with respect to any other portion(s), phase(s), or component(s)
of the Project.
Section 35. Remedies Upon Default.
16
(a) Neither Party may terminate this Agreement upon the default of the other Party,
except as specifically provided in this Agreement, but shall have all of the remedies
enumerated herein,
(b) Upon the occurrence of a default by a party to this Agreement not cured within the
applicable grace period, the Developer and the City agree that any party may seek
specific performance of this Agreement, and that seeking specific performance
shall not waive any right of such party to also seek monetary damages, injunctive
relief, or any other relief other than termination of this Agreement (unless
specifically provided for in this Agreement). Each Party shall bear its own
attorney's fees in any such action.
Section 36. Severability. If any term or provision of this Agreement or the application thereof
to any person or circumstance shall, to any extent, hereafter be determined to be invalid or
unenforceable, the remainder of this Agreement or the application of such team or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable shall not
be affected thereby and shall continue in full force and effect.
Section 37. Authorization to Withhold Permits and Inspections. In the event the Developer
is obligated to make payments or material improvements under the terms of this Agreement or to
take or refrain from taking any other action under this Agreement and/or the Purchase and Sale
Agreement, including any financial obligations thereunder, and such obligations are not performed
as required, in addition to any other remedies available, the City is hereby authorized to withhold
any further permits, and refuse any inspections or grant any approvals until such time this
Agreement and/or the Purchase and Sale Agreement are complied with.
Section 38. Assignment and Transfer. This Agreement shall be binding on the Developer and
its heirs, successors, and assigns, including the successor to or assignee of any property interest in
the Residential Property ("Property Interest"). The Developer, at its sole discretion, may assign,
in whole or in part, this Agreement or any of its rights and obligations hereunder, or may extend
the benefits of this Agreement, to any holder of a Property Interest without the prior written consent
or any other approval of the City. Any such assignee shall assume all applicable rights and
obligations under this Agreement. The Developer shall provide written notice of any such
assignment to the City in accordance with the Notices section herein. Any reference to the
Developer in this Agreement also applies to any heir, successor, or assignee of the Developer.
Section 39. Obligations Surviving Termination Hereof. Notwithstanding and prevailing
over any contrary term or provision contained herein, in the event of any lawful termination of this
Agreement, the following obligations shall survive such termination and continue in full force and
effect until the expiration of a one (1) year term following the earlier of the effective date of such
termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions
contained herein; (ii) rights of any party arising during or attributable to the period prior to
expiration or earlier termination of this Agreement; and (iii) any other term or provision herein
which expressly indicates either that it survives the termination or expiration hereof or is or may
be applicable or effective beyond the expiration or permitted early termination hereof.
17
Section 40. Lack of Agency Relationship. Nothing contained herein shall be construed as
establishing an agency relationship between the City and the Developer and neither the Developer
nor its employees, agents, contractors, subsidiaries, divisions, affiliates, or guests shall be deemed
agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the
City, its contractors, agents, and employees shall not be deemed contractors, agents, or employees
of the Developer or its subsidiaries, divisions, or affiliates.
Section 41. Cooperation, Expedited Permitting, and Time is of the Essence.
(a) The Parties agree to cooperate with each other to the full extent practicable pursuant
to the terms and conditions of this Agreement. Exhibit "I", attached hereto,
establishes the expedited permitting and approval timelines agreed to by the Parties.
The Parties agree that time is of the essence in all aspects of their respective and
mutual responsibilities pursuant to this Agreement. The City shall use its best
efforts to expedite the permitting and approval process in an effort to assist the
Developer in achieving its development and construction milestones for the
Residential Property. The City will accommodate requests from the Developer's
general contractor and subcontractors for review of phased or multiple permitting
packages, such as those for excavation, site work and foundations, building shell,
core, and interiors. In addition, the City Manager will designate an individual who
will have a primary (though not exclusive) duty to serve as the City's point of
contact and liaison with the Developer in order to facilitate expediting the
processing and issuance of all permit and license applications and approvals across
all of the various depaituients and offices of the City which have the authority or
right to review and approve all applications for such permits and licenses.
(b) Notwithstanding the foregoing, the City shall not be obligated to issue any permit
to the extent the Developer does not comply with the applicable requirements of
the Existing Zoning, the Comprehensive Plan, this Agreement, applicable building
codes, and any other statute, ordinance, rule, or regulation.
Section 42. Enforcement. The City, its successor or assigns, and the Developer, its successors
or assigns, shall have the right to enforce the provisions of this Agreement. Enforcement shall be
by action at law or in equity against any parties or persons violating or attempting to violate any
covenants, either to restrain violation or to recover damages or both. Each party shall bear its own
respective attorney's fees.
Section 43. Amendment or Termination by Mutual Consent. This Agreement may not be
amended or terminated during its Term except by mutual written agreement of the Developer, and
its successors and assigns, and the City in writing. Prior to any amendment or termination of this
Agreement during its Term, the City Commission shall hold two (2) duly noticed public hearings.
Section 44. Indemnity. Developer agrees to indemnify, defend, and hold harmless the City
against and from any and all claims by or on behalf of any person, firm or corporation, arising
from this Agreement, the Special Area Plan approval, and any hazardous condition of the
Residential Property, in accordance with and subject to the indemnification provisions provided in
Section 17 of the Purchase and Sale Agreement. For avoidance of doubt, the Developer hereby
18
acknowledges that the indemnification obligations of the Developer set forth in Section 17 of the
Purchase and Sale Agreement includes any liability, loss or damage incurred by the City resulting
from a challenge to the Development Agreement or the approval of the Special Area Plan.
Section 45. Successors, Assigns, Heirs, Grantees, and Designees. The rights, covenants and
obligations set forth in this Agreement extend to Developer, its successor(s), heir(s), grantee(s),
and/or assign(s).
Section 46. Headings. The section headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this Agreement.
Section 47. No Conflict of Interest. The Developer agrees to comply with Section 2-612 of
the City Code as of the Effective Date, with respect to conflicts of interest and with the State of
Florida Ethics Code, and the Miami -Dade County Conflict of Interest and Code of Ethics
Ordinance.
Section 48. No Third -Party Beneficiary. No persons or entities other than Developer and the
City, their heirs, permitted successors, and assigns, shall have any rights whatsoever under this
Agreement.
Section 49. Counterparts/Electronic Signature. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, and such
counterparts shall together constitute but one and the same Agreement. The Parties shall be
entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF
or other email transmission), which signature shall be binding on the party whose name is
contained therein. Any party providing an electronic signature agrees to promptly execute and
deliver to the other parties an original signed Agreement upon request.
Section 50. Recording. This Agreement shall be recorded in the Public Records of Miami -
Dade County, Florida at the Developer's expense and shall inure to the benefit of the City. A copy
of the recorded Development Agreement shall be provided to the City Clerk, the City Attorney,
and the Planning Depailiuent within two (2) weeks of recording.
Section 51. Estoppel Certificate. Upon request by the Developer, the City or its duly
authorized representative will deliver to the Developer, within thirty (30) days after such request
is made, a certificate in writing certifying (a) that this Agreement is unmodified and in full force
and effect (or if there have been any modifications, a description of such modifications and
confirmation that this Agreement as modified is in full force and effect); (b) that to the best
knowledge, information and belief of such the City, the Developer is not, at that time, in default
under any provision of this Agreement, or, if in default, the nature thereof in detail; (c) to the best
knowledge of the City, whether Developer has a claim against the City under this Agreement, and,
if so, the nature thereof and the dollar amount of such claim; and (d) such other matters as such
Developer or its lender may reasonably request. Each party further agrees that such certificate
shall be in a form reasonably acceptable to the City Attorney and may be relied upon by (1) any
prospective purchaser of the fee or mortgage or assignee of any mortgage on the fee of the
Residential Property or any portion thereof.
19
NOW, WHEREOF, the City and Developer have caused this Agreement to be duly
executed.
[Signature blocks for City and Developer on next pages]
20
Signed, witnessed, executed and acknowledged this day of , 20.
ATTEST: THE CITY OF MIAMI,
a Florida municipal corporation
By
Todd Hannon, City Clerk Arthur Noriega V, City Manager
APPROVAL FROM THE PLANNING
DEPARTMENT AS TO CONTENT:
David Snow, Planning Director
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
George Wysong III, City Attorney
21
Signed, witnessed, executed and acknowledged this day of
, 20
Witnessed by: ECORESILIENCY MIAMI LLC
a Delaware limited liability company
Printed:
Printed:
STATE OF
COUNTY OF
) ss:
By:
Name:
Title:
The foregoing instrument was acknowledged before me by [ ] physical presence or [ ] online
notarization this day of , 20 by , the of
ECORESILIENCY MIAMI LLC, a Delaware limited liability company. He/She is personally
known to me or presented as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STAMP Print Name
22
Exhibit "A"
Legal Description of Overall Property/SAP Area
PARCEL 1
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 al ca po r` krown as F.T. STATION 25+50 of the official map of location and survey
of a portion of Section 57+05, designated us a part of State Read A-1 —A in Dade County,
Florida as recorded in Plot Book 56 at Page 71 of the Public Records of jade CoJnty, Florida,
said Point being the paint of tangency of the centerline of the rnos: Northerly curve of General
Douglas Macarthur CaJseway, running Southeastwardly from the Northwesterly corner cr= Watson
Island and having a radius of 1432.69 feet and a central argle of 62 degrees 00 rrinutes 00
secords; thence run North 60 degrees 52 minutes 45 seconds East, along :he Northeasterly
prolongation of the radial line of the above mentioned curve for a distance of 670.74 feet to
the Paint cif Herrin of the parcel to be deacrib€d. (Said paint being also the Point of
Beginning of Ie:ase area 1 Miami Yacht Club; thence South 09 degree: ::2 min,Jtes 53 seconds
East, along the Southwesterly line of said lease area 1 and its Sautheus:erly exterisiorr. far
857.30 feet; thence South 60 degrees 52 minutes 45 seconds West, 'or 223.24 feet to its
intersection ,vith a line parallel and 100 fee. Northeasterly of the most Northerly righ of —way
line of said Macrarthur Causeway; thence North 29 degrees 07 minutes 15 seconds West,
parallel to said right—of—way for ` 100.97 feet to a point of tangency; (A) ;hence along a
tangential curve concave to the Southwest having a radius of 800.0D 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 OD 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 pint bears South 41 degrees 51 rnirutes 57 se.,orids 'Nest from its ::eater, (I-3) ttience
:clog said carve having for its elements ca rodijs of 1090.54 feet, ci central angle of 6
dr2grces 4 / rrinutes 18 seconds for an arc distance os 129.22 feet .i u point :at compound
•.n.arvat.ire; (0) thence along ra compourd curve concave to the Southwest having for i-.s
elements a radi.as of 1441.25 feet, a central angle of 20 dec•reAi 27 min.ites 49 SecoNM for
an arc disturice ut 514.75 feet; (0) thence North 34 degrees ;.'1 rniri.ltes 16 secords East t: r
338.29 feet; thence South 55 degrees 05 minutes 44 second , East for /26.4/ feet t:a its
in ersection with the approximate shoreline of Biscayne Bay; -hence continue along said
shoreline for the following eight courses (1) South 88 degrees 2 minutes 37 seconds East
for 63.38 feet; (7) thence South 86 degrees 09 rrinutes 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
{ r c rninu-e 5 34 Seconds East far 87,21 feet; (5) thence South 69 degree 29 minutes
Eat for ' 02,54 feet; (6) thence South 6 / degrees :5.5 rrirutes 2,1 serorids East
-:r 82.52 -eat; (7) -hence South 69 degrees 05 min.atcs 26 seconds East for 94,62 feet; (8)
thence Noah 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 t : the Point of Beginning and there terminating.
LESS ANI) EXCEPT:
23
That portion of WATSON ISLAND lying aril being hr Secrlong 31 and 32, Township 53 South,
Ranges 42 East described as =all aw s=
Commence. at a point known us P.T. STATION 25 + 5C of the ufficiuI riup o= locotian 'nd
survey of a portion of Section 8706 designated as o par_ of S _ate Road A-1—A in
Micarni—[lade CoJr'ty, Florida pis regarded in Pio: Dock 5v ri, prjrge 71 .;f the Public Rec crds of
Dane County, Florida, said paint being the point o= tangerc' o= the centerline of the most
northerly curve of General Douglas MacArthur Causeway, ru n r iuth easter Iy frorn the
northwesterly corner ot Watson Island and haul r g a radius of 1432.6g feet and a central ar gle
of 52 degree 00 mirires 00 seconds; - henc:& North BOl degretl.s 52 r-iirarei3l5 =.. ands EList.
along the northea me rly prolongation o= the radial line ot thc o b.:ve rncr.ioned curve for a
distance ct ' 7lr0." feet to a point on :he eriR erly right —or —way line of slid MarzArth.ar
Couticwoy sus recorded in 0=ficial Records c k 16016, at Page 1171 and Of icial Records Elook
1$6gg, at P 7qe 127.6 of the P.i hl Ic Records of Cede County, Florida; thence North 2g degrees
07 rr iri Jtes 15 c v rids :a for 9 said right—of—way line, e, 256 28 feet to a point of
curvature o= c curve concave to the sauthwe s =; thence northwesterly along the arc of said
curve, harirg o radius of 926.00 feet and a certral argle of 2.5 degrees 46 nriinutes 26
secor ds, a distance of 416.55 feet: thence North 54 degrees b i minus 41 seconds 'eldest,,
3.51 fee: to the point or Beginning: therce continue North 51 degrees 53 rri mites 4 " seconds
West, 15.. 45 Peet to o poirt o= ourva _u re of a curve c an caye to :he so Jthwe s7; therce
northwesterly along the are: ref said c:LarveF having ri ridi'a s ..^f ' # 54. 2 5 feet rind d central angle
of 16 eel rgrees 22 rn iru .os 32 seconds, a distance o= 415.64 feat; thence North 18 degrees
43 minutes 47 seconds Spat, radially to the Iaat ard next described ouryes„ q clistonoe of
4.77 f ec to a point or a nor—tangen# curve, concave to :he s o Jthweestt; theme northwesterly
along the arc of said curve, having a radius of 1459.02 feet and a central angle of 03
degrees 5 ' minutes 3d seconds, a di su nce of 97.69 feet {the preceding six courses and
distance being coincident with the easterly and northeasterly right—of—way line of said
MacArthur Causeway as recvrdcd in Official Records BDok 16016, at '-'age ' 17. and {311icisI
Rec:or d s Book 1 P 699E of rage 1235 of the Public Records of Cade CQ..inty ); thence South 34
degrees 54 minutes 16 seconds. 'West, 16_60 feet to a paint of curvature of a ran —tangent
cur c.ormove ^ the southwest (o radio! Tine to said paint bears North 14 degrees 36
n-ii r ute:s J 5 sector ds East); thence southeasterly along :he arc of said carve, ham r'; a radius
ot 1441. 2. and a central angle o= 20 degrees 27 minutes 49 records, a distance o= 514,75
feet :o a point of cornpo Jnd cdrvotdre of a carve concave .o the $ c uth west, -hene
southeasterly along the arc of said curve, haying a radius cif 1 U{9'3.64 'cot and a cur era I angle
of 06 degrees 47 Mitu-es secont-is, q distonca or 129.72 feet; thence North 90 degrees
CO rrinJtcs 00 seconds Eat, 35.33 tam. t•a .he Viirr ,at Licginnirr .
TOGETHER WITH THE FOLLOWIRC LANCS.
That portion of WATSON ISLAND lying garrJ being it Ses;.ioro;,i .31 chid 32, Towrt lisp 53 South,
Range 42 East, described as 'ol lows=
Commence at n point known as P.T. STATION 25+50 o= the official map of I o-cati o n and survey
of i portion re s ec.-ion 87C 6, d es igngfe;1 Os g part of Strife Roqd A-1—A :Lille County, Florida
as recorded in Plat. '!'ook b , L'a ga ,' ' ot the I-'Jbl ic. 'accords. at Miami —130 de Co.r nty. Floridn,
s.gicl point being :he point o= ton5ercy o' the centerline ,f :he most ror:harlr ckinve Qf General
Douglas MacArthur Causeway, running southeasterly frorTi the nor.h.wt:Aerly° corner of *bison
IsIond o r d having a radius of 1432_6g feet a r d a c en-ral angle o= 67 degrees ❑O rni n,ites DC
seoor ds: .h' e lice \forth 6O degrees 52 rni r• utes 45 wear d' along the rw a rtheosterly
prolongation o` the radial line of the o brae mentioned curse for a distance of B70. 74 feet;
thence So Jth D9 degrees 52 minutes 53 senor d s East, 387.30 fleet to the Point of Beginning;
thence Gantirue South DR degrees 52 r-urutes 5.5 records East, 410.00 feet; thence North 60
degrees 52 rr'inutes 45 seconds East, reet. thence Norf.- GS degrees 415 riinutes 6.
seconds West, 49.29 fact; therce North 09 decrees 52 minutes 5,3 seconds West, 160.24 fast;
thence North 13 degrees 1-1 minutes 45 sec. c: n d s west, 134.32 feet; thence Nutt' h degrees
41 minutes 15 se cond.s Was:, g 4.0 f teat; :Fiance t"i v..uth 69 degrees 32 minutes 3,7 sc Gandy.
Fast, 15.03 feet to the Roint of _3egirring.
24
PARCEL II (Appurtenont Easernert)_
Non -Exclusive Easements cis set forth in that certain Lease ard Jere lopr-iert Agreement dated
September 2F 1997, by and be:weer CITY OF PirIAMI. a muricipal corporation o= the State of
Flcridq, as Ier'1Ic rd, Oricl PARROT ..l41NJQLE AND GARDENS OF WATSCN ILA D, INS., o Flcridi
corpr rcakikn, as tencntt as nridenced by the Mernerorrdum of Lease filed January U, 2C1X 1 at
0"i ial Records 5ciQk 19446, Page 1; as modified by -he Modification of Lease a n d
C; vvelob n. errt Agreement recorded in io i it Rm cr ds Brook 20602, Page 34€ 7; as further
modified by _hose certain unrecorded Third VodifiGatian to Lease and Dev°elapmen= Agreen-ant
dated October 29, 2O0., ard Fe ,Arth k,1odif is at icr to Lease and Ce°. el a Ip rr ent r eer- ier t doa 7.e J
June 24, 2G09; as assigned to ESJ JI Leasehold, LLC, a Florida Iirni:ed liability corrpanyr°
Assignee Lessee) pursuant to the Ass igr rent and Assum pt for Agreement and Termination of
Sublease recorded in G=`ficial R.ecords $cok 30486, Page 25f9;: as further affected by the
Special Warrarry Deed 'or improvements kc ESJ JI Leasehold, LLC, Florida I i rr itecl liability
company recorded in etticial kecords Hoag. . )4d6, Page 265' ; and as further an-endrrert by
the Amendment to Merriorandiirr-i ref Lease recorded ir Officio! Rec:,rds Fici0K 3�"°pity , Pace 4517,
of the P blic Hecards of Miami -Ludo County, Florida, being more particularly •Jeu_ribed as
follows:
E I I I 0) for -h a -: I 1 I u y use of Wa:sere Island during construction rr leasehold
by Lessen . r the Subject Praper_y. (ii) in 'aver of Lessee, on a non-exclusive
1:1 :! I ati or, maintenance. repair. replacement, relocation a r d removal of
util ityr - i i li+ r :: i r_ h as •,.-aker lines, fire lands, gas mains, E leatrica l purer lire., telephone lines,
stc rrrr :I I i I u .r I I , • • i >; and other utility lines a ri d facilities, including reasar able rights of
ircress and irire=.{. . riOO for the non-exclusive right iontl easement for unobsTructed vehicular
access to and frorr -1-r 3ubjec7. Property :o MacArthur Causeway; (iv) for the non-exclusive
right of Lessee ..o I::.: rtions W'a :scr Island, which Watson Island is -depicted by sketch in
the Lease ("Watson Island"), in ccmrraon with the public, subject to the Lessor's right tc
res:ric7. portions of Watson Island 'or realcr7able periods during special events, Ler the
ursobsrructed pedestrian access to a r d from the Subject Property by Lessee, subtenants and
their employees, agcrt.s, customers and invitees ro all of the public orom of Watson Island; (v)
for the, redsircble right onod ecaseri. rt to enter onto those portions of Watson Island for the
purpose of performing rnta it 7enance and repairs te the Legote's Leasehold I m pr air .r-rants; and
(yi) for the non-exclusive rights arid a isernants 'or instalIr. ion, r rai'rtr r iri e, repair and
replacement of •uti lityr =a ciI ikiee and for pedestri e r and vehicular access :o and =rcrn h e
adjacent pot -ions o2 +,1ra:L,or7 Island to the S J bject Property as such I cc{]tr or s as tray be
appnweed by tr a Lessor tram time to time_
25
Exhibit "B"
Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND tying end being in Sections 31 and 32, Township53 South,
Range 42 East, being more pertioularlydescribed as follows:
Commence at a point knorl as RT, STATION 25450 of the official mop of location and
su rveyof a portion of Section 8706, designated as a pert of State Road A-1-A in Dade
County, Florida as recorded in Plat EDOk 56 at Page 71 of the Pubic 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 Southeastwardiystwardly from
the. Northwesterly corner of Watson Island and having a radius of 1432.69feet and Si central
angle of 62 degrees 00 minutes 00 seconds; thence run North 60 degrees 52 minutes 45
seconds East, along the Nartheasterlyprolongation of the radial line ofthe 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 Sagnningof lease areal Miami YachtClub;
thence South 49 degrees 52 minutes 53 seconds East, along the Southwesterly line of said
tease area 1 and its Southeasterly extension for 857.30 feet; thence South 60 degrees 52
minutes 45 seconds Weak, for 223,24feetto its intersection with a tine parallel and 100feet
Northeasterly of the most Northerly righ I -of -way line of said Macarthur Causeway; thence
North 29 degrees 07 minutes 15 seconds West, parallel to said right-of-way for 11O0_97
teat toe point of tangency: (A) thence along a tangential. ourvo concave to the Southwest
having a radios of 800.00 feet, a central €tngle of 25 degrees 16 minutes 16 seconds for ar,
arc distance of 352.85 feet, thence South 90 degrees DO minutes 00 seconds West for
994,95 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; (S) thence alongsaid curve having far
its elements $ 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; ( ) 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
apprc»cimate shoreline of Biscayne Bay; thence continue along said shoreline for the
fottowi ng eight courses (1) South BS degrees 21 rniriutes 37 seconds East for 63.38 feet: (2)
thence South 86 degrees 09 minutes 34 seconds East for ee.47 feet; (3) thence South g2
degrees 33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
26
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (8) thence South 67 degrees 53 minutes 24 seconds East far
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 tine of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said Line for 21 .12feet 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 frenrr the
northwesterly corner of Watson island and having a radius of 1432.59 feat and a central
angle of 62 degrees DO minutes 00seconds; thence North 60 degrees 52minutes 45
seconds East, along the ;northeasterly; prolongation of the radial line of the above
mentioned curve fora distance of 1 0.00 feet to a paint an the easterly right -rot -way line of
said MacArthur Causeway as recorded in Official Records Book 18018, at Page 1171 and
Official Records Book 18699, at Page 1238 of the public Records of Dade County, Florida;
thence North 29 degrees 07 rninutes 15 seconds West, along said right-of-way lime, 256.28
feet toe point of curvature of a curve concave to the southwest thence northwesterly
along the a ro 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 feel; thence North 54 degrees 53 minutes 41
seconds West, 3.51 feet to the Point of Beginning; thence continue North 54 degre 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 nor; -tangent curve, concave to the
southwest; thence northwesterly along 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
27
preceding six oourses and distance being coincident with file easterly and northeasterly
right-of-way Line of said MacArthur Causeway as recorded in Official Records Book 1801 B,
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 cones to the southwest (a radial line to said point hears
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 ponds,
a distance of 514.75 feet to a point of compound curvature of a curve concave to the
southwest: thence southeasterly along the am 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 Print of 13aginning.
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 of s point known es RT. STATION 25+50 of the official map of location and
surrey 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 Miaml-Dade County,
Florida, said point being the point of tangency of the oentertine of the most northerly curve
of General Douglas MacArthur Causeway,running so utheasterly from the northwesterly
corner of +'atson 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,
atong the northeasterly prolongation of the radial Eine of the above mentioned curve fora
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 m[Flurtes 45 S0c0nds
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.
FURTHER LESS AND EXCEPT THE FOLLDWIN :
LEGAL DESCRIPTION:
28
PARCEL II (Residential Property):
That portion of WATSON ISLAND Lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more perticulerly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location and
survey of B portion of Section 87e5 designated as a part of &at° Road A-1-A in Miami -Dade
County, Florida as recorded in Plot Book 56 at Page 71 of th PL c: rds of Dade
COLArty, Florida: thence N 601'52'45" Efor 165,00feet,thetwo (2) courses doing
aLonp, the Northeasterly right of ways tine of General. Dcugta i l acArihurCauseway; 1)
nence S 2200715m E for 152.11 feet to the Point of Beginning; 2) thence continue
7S°1')7'15" E for657,31 feet; thence N 60°52'45 E for 223.24 feet; thence N °5 ' ' E for
30_75feet; thence N € 8°45'o6 W for 49.29feet; thence N 09°52'53" W for 180,24feet;
thence N 13441°45' W For 134.32 feet thence N 1341'15" W for 94.07 feet; thence S
8932`37" W for 15,03 feet; thence N O ¢52l53" W for 226.20 feet; thence 60;52'45" Wftr
452.65 feet to the Point of Beginning,
29
Exhibit "C"
Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sectors 31 and 32. Township 53 South,
Range 42 East, being more particularly described as "allows:
Commence at a point known as P,T. STATICS\ 25 + 50 cis the official map of location and
survey of a portion of Section 8706 designa-ed as a par, 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 cf way Tine of General Douglas MacArthur Causeway; 1)
thence S 25.07'15" E for 152.11 feet 70 the Point of Beginning; 2) thence continue S
29'07'15" E for 657.31 feet; thence N 60'52`45' E for 223.24 feet; thence N 60'52'45" E for
30.75 feet; thence N 08'45.0C" W or 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
59'32'37" W for 15.03 feet, thence N 09'52`53" W for 225.20 feet; thence 5 60'52'45" W for
452.65 feet to the Point of Beginning.
30
Exhibit "D"
Residential Project Development Exhibit
Section 1. Purpose; Conflicts. This Exhibit is intended to govern the development of the
Residential Project (as defined 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.
31
"Construction Work" shall mean any and all construction work performed by Residential
Developer, 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
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
32
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, 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.
33
"Party" or "Parties" (whether or not by use of the capitalized term) shall mean 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
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.
34
"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 Depaiintent).
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:
(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 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").
(b) Residential Developer intends to develop the Residential Project in two (2) separate
35
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 35(a) 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.
(a) Notwithstanding any provisions of this Exhibit to the contrary, for so long as any
Mortgage encumbers any interest in the applicable Phase, or, as applicable, a Mezzanine Financing
Source holds an equity interest (directly or indirectly), or is secured by a pledge of ownership
interests, in the applicable Residential Developer, notwithstanding the time allowed to cure an
event of default under Section 35(a) 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 35(a)
of the Development Agreement, to cure any monetary or non -monetary event of default of the
36
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(f) 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
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
37
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 5. 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.
38
Exhibit 1 Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying arid being in Sections 31 and 32, Township53 South,
Range 42 East, being more particularly described as follows:
Commence at a point known as RT. STATION 25450 of the official mop of location and
su rveyof a portion of Section 8706, designated as a part of State Rood A-1-A in Dade
County, Florida as recorded in Plat Eook 56 at Page 71 of the Pubic Records of Dade
County, Florida, said Point being the point of tangency of the centerline of the most
Northerly curve of General Douglas Mace rthur Causeway, running Seutheastwardiystwardly from
the. Northwesterly corner of Watson Island and having a radius of 1432.69feet and a central
angle of 52 degrees 00 minutes 00 seconds; thence run North 6-0 degrees 52 minutes 45
seconds East, atong the Nartheasterlyprolongation of the rediat line ofthe 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 eginningof tease areal Miami Yacht Club;
thence South 49 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 Weak, for 223,24feetto its intersection with a tine parallel and 100feet
Northeasterly of the mot Northerly righ I -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
feat toe point of tangency; (A) thence along a tangential curve concave to the Southwest
having a radios 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 GO minutes 00 seconds West
994,95 feet to its intersection with the Northerly right-of-way Line of said Mace rthur
Causeway and a circular curve concave to the Southwest, said point'bears South 41
degrees 51 minutes 52 seconds West from its center; (S) thence along said curve having far
its eta ments $ 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; ( ) thence along a
compound curve concave to the Southwest leaving 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 18 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
fottowi ng eight courses (1}South BS degrees 21 rniriutes37seconds East for 63.38 feet: (2)
thence South 86 degrees 09 minutes 34 seconds East for ee.47 feet; (3) thence South B2
degrees 33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
39
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (8) thence South 67 degrees 53 minutes 24 seconds East far
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 21 .12feet 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 the
northwesterly corner of Watson island and having a radius of 1432.69 feat and a central
angle of 62 degrees DO minutes 00seconds; thence North 60 degrees 52minutes 45
seconds East, along the northeasterly prolongation of the radial line of the above
mentioned curve fora distance of 1 0.00 feet to a paint an the easterly right -rot -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, Florida;
thence North 29 degrees 07 rn notes 15 seconds West, along said right-of-way lime, 256.28
feet toe point of curvature of a curve concave to the southwest thence northwesterly
along the a ro 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 feel; thence North 54 degrees 53 minutes 41
seconds West, 3.51 feet to the Point of Beginning; thence continue North 54 degre 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 eh a nor; -tangent curve, concave to the
southwest; thence northwesterly along 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
40
preceding six oourses and distance being coincident with file easterly and northeasterly
right-of-way Line of said MacArthur Causeway as recorded in Official Records Book 1801 B,
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 cones to the southwest (a radial line to said point hears
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 ponds,
a distance of 514.75 feet to a point of compound curvature of a curve concave to the
southwest: thence southeasterly along the am 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 Print of 13aginning.
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 of s point known es RT. STATION 25+50 of the official map of location and
surrey 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 Miaml-Dade County,
Florida, said point being the point of tangency of the oentertine of the most northerly curve
of General Douglas MacArthur Causeway,running so utheasterly from the northwesterly
corner of +'atson 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,
atong the northeasterly prolongation of the radial Eine of the above mentioned curve fora
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 m[Flurtes 45 S0c0nds
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.
FURTHER LESS AND EXCEPT THE FOLLDWIN :
LEGAL DESCRIPTION:
41
PARCEL II (Residential Property):
That portion of WATSON ISLAND Lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more perticulerly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location and
survey of B portion of Section 87O6 designated as a part of &at° Road A-1-A in Miami -Dade
County, Florida as recorded in Plot Book 56 at Page 71 of th PL c: rds of Dade
COLArty, Florida: thence N 601'52'45" Efor 165,00feet,thetwo (2) courses doing
aLonp, the Northeasterly right of ways tine of General. Dcugta i l acArihurCauseway; 1)
nence S 2200715m E for 152.11 feet to the Point of Beginning; 2) thence continue
7S°1')7'15" E for657,31 feet; thence N 60°52'45 E for 223.24 feet; thence N °5 ' ' E for
30_75feet; thence N € 8°45'o6 W for 49.29 feet: thence N 09°52'53" W for 180,24feet;
thence N 13441°45' W For 134.32 feet thence N 1341'15" W for 94.07 feet; thence S
8932`37" W for 15,03 feet; thence N O ¢52l53" W for 226.20 feet; thence S 60;52'45" Wftr
452.65 feet to the Point of Beginning.
42
Exhibit 2 Legal Description of Residential Property
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. STATIO\ 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 6 '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'D7'15" E for 152.11 feet to the Point of Beginning; 2) thence continue 5
29'07— 5" E -:. r 657.31 feet; 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 `ar 4g.29 feet; thence N 09'52'53" Mt for 180.24 feet;
thence N 13'.11'45" W for 134.32 tees'; 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 225.20 feet; thence 5 50'52'45" W for
452.65 feet to the Point of Beginning,
43
Exhibit "E"
Public Park Development Exhibit
Section 1. Purpose; Conflicts. This Exhibit is intended to govern the design and construction
of the Public Park. 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:
"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
with the terms of this Exhibit) and, if applicable, any proposed modifications that will
44
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
period 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
by the City in its regulatory capacity, including zoning and permitting approvals.
"City Manager" shall mean the Chief Administrative Officer of the City.
"City 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
45
inspections beyond the reasonable control of Park 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 Park Developer to perform its applicable obligations under this
Exhibit (provided Park 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 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)
46
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).
"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 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 Park Developer or 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 Park Developer or 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, 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.
47
"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.
"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
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
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
48
replacements, additions and substitutes thereof) for the development of the Public Park on
the City Property in accordance with the requirements of this Exhibit.
"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.
"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 Park
Developer's architect in the form approved by City within thirty (30) days of receipt in
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
49
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
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 such customary easements or restrictive covenants and related
documents, including but not limited to access easements, utility easements, and any other
easements and/or covenants as may be required for the Development of the Public Park. 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 5. Conceptual Plan. Within six (6) months from the Effective Date of the
Development Agreement, the City's Parks and Recreation Department must approve the Park
Developer's plan for the development of the Public Park (as the same may be modified from time
to time, 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 only as may be
necessary to address regulatory requirements or ensure that the development cost does not exceed
the Park Allowance in accordance with Section 6 below, or otherwise subject to City's approval,
at its sole and absolute discretion. For any changes to the Conceptual Plan (or revision to
construction plans that is inconsistent with the Conceptual Plan) that is required by any regulatory
authority of jurisdiction, including City (in its regulatory capacity), the County, the Miami -Dade
County Division of Environmental Resources Management, the Miami -Dade County Water and
Sewer Department, and the State of Florida, City's approval (in its proprietary capacity) shall be
limited to 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, 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
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.,
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$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 construction bid 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.
Section 7. Construction Plans
(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
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
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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"
provided by the City of Miami Parks Department during the design
development/construction plans stages.
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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
(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
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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
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-
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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 Exhibit to
the contrary, Developer shall not enter into any contract with a contractor that is a Prohibited
Person or that does not meet the requirements of Section 23 of this Exhibit. Except to the extent
required under Applicable Laws, including but not limited to Sections 255.20 and 287.055, Florida
Statutes, all other consultants, service providers, subcontractors, vendors and suppliers performing
work on the Public Park shall be selected by Park Developer pursuant to customary commercial
practices.
Section 9. Construction Warranties. Contemporaneously with Substantial Completion of
the Public Park, Park Developer shall assign to City, or cause City to be added as an express
benefited party on, and shall provide City with a copy of, the construction warranties provided by
the general 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
Developer shall Commence Construction of the Public Park Improvements within twenty-four
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(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
month for the 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
Park Improvements. In the event that Park Developer fails to pay the liquidated damages required
by this Exhibit, 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
Parcel, or seek any other available remedies in equity or law.
Section 11. Review. Upon reasonable prior notice to Park Developer, City shall have the right,
through its duly designated representatives, to inspect and test the Construction Work and the
plans and specifications 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
contractor, as the principal guaranteeing the payment and performance of Park Developer's
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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, within ninety (90) days
commencement of any construction thereon, as may otherwise be reasonably required by the
City's Risk Manager. Copies of such certificates shall be furnished to the City of Miami Risk
Manager, 14 NE 2nd Avenue 2nd Floor, Miami, FL 33132. City will be named as an additional
insured on such policies.
Section 14. Ownership of City Property and Public Park Improvements. For the
avoidance of doubt, the City Property shall remain the property of City, and all Public Park
Improvements and all material and equipment provided by Park Developer or on its behalf which
are incorporated into or become a part of the Public Park, upon being added thereto or incorporated
therein, and the Public Park itself, shall become the property of City. Following completion of
the Public 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 and if
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
and expenses. Each party shall bear their own attorney's fees and costs.
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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 with respect to Construction Plans, (ii) expedite and help deliver expedited construction
inspection approvals (including building and fire department approvals), (iii) monitor and inspect
the development and construction process on City's behalf, (iv) maintain a continuous line of
communication with Park Developer and meet with Park Developer and Park Developer's
designated representatives on regular basis with respect to the design, entitlement, permitting, and
approval process, (v) otherwise assist the City in coordinating the City's roles and responses and
approvals.
Section 18. Construction Access Agreements. City agrees that access to the City Property
will 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
Section 34(a) of 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 notice to City and without consent of City. No transferee of Park Developer's
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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).
Section 20. Lender's Rights.
(a) Notwithstanding any provisions of this Exhibit to the contrary, for so long as any
Mortgage encumbers any interest in the Residential Property, or, as applicable, a Mezzanine
Financing Source holds an equity interest (directly or indirectly), or is secured by a pledge of
ownership interests, in Park Developer or Residential Developer, notwithstanding the time allowed
to cure an event of default under Section 34(a) 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
35(a) 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 35(b) 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
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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 35(b) 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 taken, 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
obligations of Developer, Park Developer and City under the Development Agreement and this
Exhibit in connection with the development and construction of the Public Park shall terminate
and be of no further force or effect.
Section 22. Emergency Preparedness. In the event of a hurricane warning designated by the
United States National Weather Services or other anticipated emergency event that would affect
the safety of ongoing construction activities in the Public Park, Park Developer, at no cost to the
City, shall take all precautions necessary to secure the Public Park, regardless of whether the City
has given 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
60
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. 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 government of a foreign country of
concern; b) the government of a foreign country of concern has a controlling interest in Park
Developer; or c) Park Developer is organized under the laws of or has its principal place of
business in a foreign country of concern as is set forth in Section 287.138(2)(a)-(c), Florida
Statutes. Park Developer shall require that each of its contractors and subcontractors affirm
compliance with this paragraph and Section 287.138, Florida Statutes.
(c) Public Entity Crime. Park Developer further warrants it will neither knowingly
utilize the services of, nor contract with, any supplier, subcontractor, or consultant in excess of
$10,000 in connection with the performance of any services in connection with the Public Park
for a 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. 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 shall require that each of its
61
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 "3". If the Park Developer fails to comply with the terms of this
Subsection, the City may suspend or terminate the Development 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
and transfer, at no cost, to the City all public records in its possession upon termination of the
obligations under this Exhibit and destroy any duplicate public records that are exempt or
confidential and exempt from disclosure requirements; and, (5) provide all electronically stored
public records that must be provided to the City in a format compatible with the City's information
technology systems. Notwithstanding the foregoing, Park Developer shall be permitted to retain
any public records that make up part of its work product solely as required for archival purposes,
as required by law, or to evidence compliance with the terms of the Agreement.
SHOULD 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,
444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT
62
MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF
MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
63
Exhibit 1 Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying arid being in Sections 31 and 32, Township6.3 South,
Range 42 East, being more particularly described as follows:
Commence at a point known as RT. STATION 25450 of the official mop of location and
su rveyof a portion of Section 8706, designated as a part of State Rood A-1-A in Dade
County, Florida as recorded in Plat Eook 56 at Page 71 of the Pubic Records of Dade
County, Florida, said Point being the point of tangency of the centerline of the most
Northerly curve of General Douglas Mace rthur Causeway, running Seutheastwardiystwardly from
the. Northwesterly corner of Watson Island and having a radius of 1432.69feet and a central
angle of 62 degrees 00 minutes 00 seconds; thence run North 6-0 degrees 52 minutes 45
seconds East, atong the Nartheasterlyprolongation of the rediat line ofthe 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 eginningof tease areal Miami Yacht Club;
thence South 49 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 Weak, for 223,24feetto its intersection with a tine parallel and 100feet
Northeasterly of the mot Northerly righ I -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
feat toe point of tangency; (A) thence along a tangential curve concave to the Southwest
having a radios 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 GO minutes 00 seconds West
994,95 feet to its intersection with the Northerly right-of-way Line of said Mace rthur
Causeway and a circular curve concave to the Southwest, said point'bears South 41
degrees 51 minutes 52 seconds West from its center; (S) thence along said curve having far
its eta ments $ 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; ( ) thence along a
compound curve concave to the Southwest leaving 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
fottowi ng eight courses (1}South BS degrees 21 rniriutes37seconds East for 63.38 feet: (2)
thence South 86 degrees 09 minutes 34 seconds East for ee.47 feet; (3) thence South B2
degrees 33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
64
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (8) thence South 67 degrees 53 minutes 24 seconds East far
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 21 .12feet 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 the
northwesterly corner of Watson island and having a radius of 1432.69 feat and a central
angle of 62 degrees DO minutes 00seconds; thence North 60 degrees 52minutes 45
seconds East, along the northeasterly prolongation of the radial line of the above
mentioned curve fora distance of 1 0.00 feet to a paint an the easterly right -rot -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, Florida;
thence North 29 degrees 07 rn notes 15 seconds West, along said right-of-way lime, 256.28
feet toe point of curvature of a curve concave to the southwest thence northwesterly
along the a ro 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 feel; thence North 54 degrees 53 minutes 41
seconds West, 3.51 feet to the Point of Beginning; thence continue North 54 degre 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 eh a nor; -tangent curve, concave to the
southwest; thence northwesterly along 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
65
preceding six oourses and distance being coincident with file easterly and northeasterly
right-of-way Line of said MacArthur Causeway as recorded in Official Records Book 1801 B,
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 cones to the southwest (a radial line to said point hears
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 ponds,
a distance of 514.75 feet to a point of compound curvature of a curve concave to the
southwest: thence southeasterly along the am 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 Print of 13aginning.
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 of s point known es RT. STATION 25+50 of the official map of location and
surrey 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 Miaml-Dade County,
Florida, said point being the point of tangency of the oentertine of the most northerly curve
of General Douglas MacArthur Causeway,running so utheasterly from the northwesterly
corner of +'atson 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,
atong the northeasterly prolongation of the radial Eine of the above mentioned curve fora
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 m[Flurtes 45 S0c0nds
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.
FURTHER LESS AND EXCEPT THE FOLLDWIN :
LEGAL DESCRIPTION:
66
PARCEL II (Residential Property):
That portion of WATSON ISLAND Lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more perticulerly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location and
survey of B portion of Section 87e5 designated as a part of &at° Road A-1-A in Miami -Dade
County, Florida as recorded in Plot Book 56 at Page 71 of th PL c: rds of Dade
COLArty, Florida: thence N 601'52'45" Efor 165,00feet,thetwo (2) courses doing
aLonp, the Northeasterly right of ways tine of General. Dcugta i l acArihurCauseway; 1)
nence S 2200715m E for 152.11 feet to the Point of Beginning; 2) thence continue
7S°1')7'15" E for657,31 feet; thence N 60°52'45 E for 223.24 feet; thence N °5 ' ' E for
30_75feet; thence N € 8°45'o6 W for 49.29 feet: thence N 09°52'53" W for 180,24feet;
thence N 13441°45' W For 134.32 feet thence N 1341'15" W for 94.07 feet; thence S
8932`37" W for 15,03 feet; thence N O ¢52l53" W for 226.20 feet; thence 60;52'45" Wftr
452.65 feet to the Point of Beginning,
67
Exhibit 2 Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more parti ulr rly described as follow$:
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 Cojrty, Florida as recorded in Plat Book 56 at Page 71 of the Public Records of
Dade Ccurty,, Florida: thence N .60'52`45" E for 165.00 feet, the following two (2) courses
being along the Northeasterly right of way Tine of General Douglas MacArthur Causeway; 1)
therce S 29'C7'15" E for 152.1 1 feet to the Point of Beginning; 2) thence continue S
29'07" 5" E for 657.31 feet; .hence N 60"52'45 E for 223,24 feet; thence N 60'52'45" E for
iO.15 teet; thence N 08'45'06" W for 49.29 feet; thence N 05'52'53" W for 18024 feet;
therce N 13'.I1',15" 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 Beginnirog.
68
Exhibit 3 — Anti -Human Trafficking Affidavit
69
ANTI -HUMAN TRAFFICKING
AFFIDAVIT
I. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity is a non -governmental entity authorized to transact business in the State of Florida and
in good standing with the Florida Department of State, Division of Corporations.
b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but
not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its
agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as
defined in Section 287.138(1), Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled
"Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section
787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1.
2. Under penalties of perjury, 1 declare the following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts,
statements and representations provided in Section i are true and correct.
b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti -
Human Trafficking Affidavit.
Nongovernmental Entity: ECORESILIENCY MIAMI LLC, a Delaware limited liability company
Natne: David Martin Officer Title: Manager
Signature of Officer:
Office Address: 3310 Ma Street, Suite 02, oconut Grove, FL 33133
Email Address: dmartinAterragroup.com Main Phone Number: 305-416-4556
FEIN No. 99-2082825
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was sworn to and subscribed before me by means of physical presence or O online notari;
day of September, 2025 by David Martin, as the authorized officer or representative for the nongovernmental entity
personally known to me or has produced \\\\1111rlrttrttJf4� identification.
(NOTARY PUBLIC SEAL) ::\ C.J .GO1 17 p? F,fAt. " 5
o
r• NOTARY ^:,
m. • N:�f Pe n Ta Oath.
•0 ,\: 1
My Commission Expires: It `. `/, 'yj.`•••••....6- •''p`c..``
111 ,iir/,6OfimF' 0,`0\\,
ion, this
IP/she is
(Printed, Typed, or Stamped Name of Notary Public)
EXH1I3IT AFFIDAVIT -I
SECTION 787.06, FLORIDA STATUTES (2024)
KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED OFFENSES
787.06 Human trafficking.--
(1)(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of
human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked
annually across international borders worldwide. Many of these victims are trafficked into this
state. Victims of human trafficking also include citizens of the United States and those persons
trafficked domestically within the borders of the United States. The Legislature finds that victims
of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual
exploitation or forced labor.
(b) The Legislature finds that white many victims of human trafficking are forced to work in
prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor
exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work,
and migrant agricultural work.
(c) The Legislature finds that traffickers use various techniques to instill fear in victims and to
keep them enslaved. Some traffickers keep their victims under lock and key. However, the most
frequently used practices are less obvious techniques that include isolating victims from the public
and family members; confiscating passports, visas, or other identification documents; using or
threatening to use violence toward victims or their families; telling victims that they will be
imprisoned or deported for immigration violations if they contact authorities; and controlling the
victims' funds by holding the money ostensibly for safekeeping.
(d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for
their illegal conduct and that the victims of trafficking be protected and assisted by this state and
its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme
Court, The Florida Bar, and relevant state agencies prepare and implement training programs in
order that judges, attorneys, law enforcement personnel, investigators, and others are able to
identify traffickers and victims of human trafficking and direct victims to appropriate agencies for
assistance. It is the intent of the Legislature that the Department of Children and Families and
other state agencies cooperate with other state and federal agencies to ensure that victims of
human trafficking can access social services and benefits to alleviate their plight.
(2) As used in this section, the term:
(a) "Coercion" means:
'I. Using or threatening to use physical force against any person;
2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person
without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when labor or
services are pledged as a security for the debt, if the value of the labor or services as reasonably
assessed is not applied toward the liquidation of the debt, the length and nature of the labor or
services are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or
purported passport, visa, or other immigration document, or any other actual or purported
government identification document, of any person;
5. Causing or threatening to cause financial harm to any person;
b. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule 6 or Schedule II of s. 893.03 to any
person for the purpose of exploitation of that person.
(b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit
any such offense, and includes sexually explicit performances and the production of pornography.
(c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in
s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01.
(d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing,
enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the
purpose of exploitation of that person.
(e) "Labor" means work of economic or financial value.
(f) "Maintain" means, in relation to labor or services, to secure or make possible continued
performance thereof, regardless of any initial agreement on the part of the victim to perform such
type service.
(g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive,
take possession of, or take custody of another person or secure performance thereof.
(h) "Services" means any act committed at the behest of, under the supervision of, or for the
benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the
removal of organs.
(i) "Sexually explicit performance" means an act or show, whether public or private, that is
live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or
appeal to the prurient interest.
(j) "Unauthorized alien" means an alien who is not authorized under federal law to be
employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be
interpreted consistently with that section and any applicable federal rules or regulations.
(k) "Venture" means any group of two or more individuals associated in fact, whether or not a
legal entity.
(3) Any person who knowingly, or in reckless disregard of the facts, engages in human
trafficking, or attempts to engage in human trafficking, or benefits financially by receiving
anything of value from participation in a venture that has subjected a person to human trafficking:
(a)1. For labor or services of any child younger than 18 years of age or an adult believed by the
person to be a child younger than 18 years of age commits a felony of the first degree, punishable
as provided in s. 775.082, s. 775.083, or s. 775.084.
2. Using coercion for labor or services of an adult commits a felony of the first degree,
punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
(b) Using coercion for commercial sexual activity of an adult commits a felony of the first
degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
(c)1. For labor or services of any child younger than 18 years of age or an adult believed by the
person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of
the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
2. Using coercion for labor or services of an adult who is an unauthorized alien commits a
felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
(d) Using coercion for commercial sexual activity of an adult who is an unauthorized alien
commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or
s. 775.084.
(e)1. For labor or services who does so by the transfer or transport of any child younger than 18
years of age or an adult believed by the person to be a child younger than 18 years of age from
outside this state to within this state commits a felony of the first degree, punishable as provided
in s. 775.082, s. 775.083, or s. 775.084.
2. Using coercion for labor or services who does so by the transfer or transport of an adult from
outside this state to within this state commits a felony of the first degree, punishable as provided
in s. 775.082, s. 775.083, or s. 775.084.
(f)1. For commercial sexual activity who does so by the transfer or transport of any child
younger than 18 years of age or an adult believed by the person to be a child younger than 18 years
of age from outside this state to within this state commits a felony of the first degree, punishable
by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or
s. 775.084.
2. Using coercion for commercial sexual activity who does so by the transfer or transport of an
adult from outside this state to within this state commits a felony of the first degree, punishable as
provided in s. 775.082, s. 775.083, or s. 775.084.
(g) For commercial sexual activity in which any child younger than 18 years of age or an adult
believed by the person to be a child younger than 18 years of age, or in which any person who is
mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is
involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or
s. 775.084.
For each instance of human trafficking of any individual under this subsection, a separate crime is
committed and a separate punishment is authorized.
(4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells
or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer
custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence
of the sale or transfer, the minor will be subject to human trafficking commits a life felony,
punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
(b) Any person who, for the purpose of committing or facilitating an offense under this section,
permanently brands, or directs to be branded, a victim of an offense under this section commits a
second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes
of this subsection, the term "permanently branded" means a mark on the individual's body that, if
it can be removed or repaired at all, can only be removed or repaired by surgical means, laser
treatment, or other medical procedure.
(5) The Criminal Justice Standards and Training. Commission shall establish standards for basic
and advanced training programs for law enforcement officers in the subjects of investigating and
preventing human trafficking crimes. Every basic skills course required for law enforcement
officers to obtain initial certification must include training on human trafficking crime prevention
and investigation.
(6) Each state attorney shall develop standards of instruction for prosecutors to receive training
on the investigation and prosecution of human trafficking crimes and shall provide for periodic and
timely instruction.
(7) Any real property or personal property that was used, attempted to be used, or intended to
be used in violation of this section may be seized and shall be forfeited as provided by the Florida
Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from
the sale of any property seized under this section and owned by a defendant convicted of a
violation of this section must first be allocated to pay any order of restitution of a human
trafficking victim in the criminal case for which the owner was convicted. If there are multiple
human trafficking victims in the criminal case, the remaining proceeds must be allocated equally
among the victims to pay restitution. If the proceeds are sufficient to pay any such order of
restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9).
(8) The degree of an offense shall be reclassified as follows if a person causes great bodily
harm, permanent disability, or permanent disfigurement to another person during the commission
of an offense under this section:
(a) A felony of the second degree shall be reclassified as a felony of the first degree.
(b) A felony of the first degree shall be reclassified as a life felony.
(9) In a prosecution under this section, the defendant's ignorance of the victim's age, the
victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age
cannot be raised as a defense.
(10)(a) Information about the location of a residential facility offering services for adult victims
of human trafficking involving commercial sexual activity, which is held by an agency, as defined in
s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State
Constitution. This exemption applies to such confidential and exempt information held by an
agency before, on, or after the effective date of the exemption.
(b) Information about the location of a residential facility offering services for adult victims of
human trafficking involving commercial sexual activity may be provided to an agency, as defined in
s. 119.011, as necessary to maintain health and safety standards and to address emergency
situations in the residential facility.
(c) The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in
this subsection do not apply to facilities licensed by the Agency for Health Care Administration.
(11) A victim's lack of chastity or the willingness or consent of a victim is not a defense to
prosecution under this section if the victim was under 18 years of age at the time of the offense.
(12) The legislature encourages each state attorney to adopt a pro -prosecution policy for
human trafficking offenses, as provided in this section. After consulting the victim, or making a
good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or
diversion of criminal charges even in circumstances when there is no cooperation from a victim or
over the objection of the victim, if necessary.
(13) When a contract is executed, renewed, or extended between a nongovernmental entity
and a governmental entity, the nongovernmental entity must provide the governmental entity with
an affidavit signed by an officer or a representative of the nongovernmental entity under penalty
of perjury attesting that the nongovernmental entity does not use coercion for labor or services as
defined in this section. For purposes of this subsection, the term "governmental entity" has the
same meaning as in s. 287.138(1).
Exhibit "F"
Community Benefits Exhibit
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:
"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 Commission" shall mean the local legislative body of the City of Miami.
"City Manager" shall mean the Chief Administrative Officer of the City.
"Closing" 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.
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"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
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 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
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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
development of the Residential Project and the Public Park.
"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.
"Residential Project" shall mean the private development on the Residential Property
consisting 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"):
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,
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, 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.
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. 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
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.
73
H. 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 Closing 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. Assignment. 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
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
74
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.
75
Exhibit 1 Legal Description of Public Park Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying and being in Sections 31 and 32, Township6.3 South,
Range 42 East, being more particularly described as follows:
Commerce at a point knorr as RT. STATION 25450 of the official mop [ f lvoation and
su rveyof a portion of Section 8706, designated as a part of State Rood A-1-A in Dade
County, Florida as recorded in Plat Eook 56 at Page 71 of the Pubic Records of Dade
County, Florida, said Point being the point of tangency of the centerline of the most
Northerly curve of General Douglas Mace rthur Causeway, running Southeastwardiystwardly from
the. Northwesterly corner of Watson Island and having a radius of 1432.69feet and a central
angle of 62 degrees 00 minutes 00 seconds; thence run North 6-0 degrees 52 minutes 45
seconds East, along the Nartheasterly prolongation of the Tadia line ofthe 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 eginningof tease area illiairiYachtClub;
thence South 49 degrees 52 minutes 53 seconds East, along the Southwesterly line of said
tease area 1 and its Southeasterly extension for 857.30 feet; thence South 60 degrees 52
minutes 45 seconds Weak, for 223,24feetto its intersection with a tine parallel and 100feet
Northeasterly of the mot Northerly righ I -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
feat to point of tangency; (A) thence along a tangential curve concave to the Southwest
having a radios 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
994,95 feet to its intersection with the Northerly right-of-way Line of said Mace rthur
Causeway and a circular curve concave to the Southwest, said point'bears South 41
degrees 51 minutes 52 seconds West from its center; (S) thence along said curve havingfar
its elements $ 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; ( ) thence along a
compound curve oonoave 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 are 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
fottowi ng eight courses (1)South BS degrees 21 rniriutes37seconds. East for 63.38 feet: (2)
thence South 86 degrees 09 minutes 34 seconds East for ee.47 feet; (3) thence South B2
degrees 33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
76
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (8) thence South 67 degrees 53 minutes 24 seconds East far
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 21 .12feet 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 the
northwesterly corner of Watson island and having a radius of 1432.69 feat and a central
angle of 62 degrees DO minutes 00seconds; thence North 60 degrees 52minutes 45
seconds East, along the northeasterly prolongation of the radial line of the above
mentioned curve fora distance of 1 0.00 feet to a paint an the easterly right -rot -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, Florida;
thence North 29 degrees 07 rn notes 15 seconds West, along said right-of-way lime, 256.28
feet toe point of curvature of a curve concave to the southwest thence northwesterly
along the a ro 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 feel; thence North 54 degrees 53 minutes 41
seconds West, 3.51 feet to the Point of Beginning; thence continue North 54 degre 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 eh a nor; -tangent curve, concave to the
southwest; thence northwesterly along 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
77
preceding six oourses and distance being coincident with file easterly and northeasterly
right-of-way Line of said MacArthur Causeway as recorded in Official Records Book 1801 B,
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 cones to the southwest (a radial line to said point hears
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 ponds,
a distance of 514.75 feet to a point of compound curvature of a curve concave to the
southwest: thence southeasterly along the am 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 Print of 13aginning.
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 of s point known es RT. STATION 25+50 of the official map of location and
surrey 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 Miaml-Dade County,
Florida, said point being the point of tangency of the oentertine of the most northerly curve
of General Douglas MacArthur Causeway,running so utheasterly from the northwesterly
corner of +'atson 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,
atong the northeasterly prolongation of the radial Eine of the above mentioned curve fora
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 m[Flurtes 45 S0c0nds
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.
FURTHER LESS AND EXCEPT THE FOLLDWIN :
LEGAL DESCRIPTION:
78
PARCEL II (Residential Property):
That portion of WATSON ISLAND Lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more perticulerly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location and
survey of B portion of Section 87e5 designated as a part of &at° Road A-1-A in Miami -Dade
County, Florida as recorded in Plot Book 56 at Page 71 of th PL c: rds of Dade
COLArty, Florida: thence N 601'52'45" Efor 165,00feet,thetwo (2) courses doing
aLonp, the Northeasterly right of ways tine of General. Dcugta i l acArihurCauseway; 1)
nence S 2200715m E for 152.11 feet to the Point of Beginning; 2) thence continue
7S°1')7'15" E for657,31 feet; thence N 60°52'45 E for 223.24 feet; thence N °5 ' ' E for
30_75feet; thence N € 8°45'o6 W for 49.29feet; thence N 09°52'53" W for 180,24feet;
thence N 13441°45' W For 134.32 feet thence N 1341'15" W for 94.07 feet; thence S
8932`37" W for 15,03 feet; thence N O ¢52l53" W for 226.20 feet; thence 60;52'45" Wftr
452.65 feet to the Point of Beginning,
79
Exhibit 2 Legal Description of Residential Property
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. STATIO\ 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 6 '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'D7'15" E for 152.11 feet to the Point of Beginning; 2) thence continue 5
29'07— 5" E -:. r 657.31 feet; 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 `ar 4g.29 feet; thence N 09'52'53" Mt for 180.24 feet;
thence N 13'.11'45" W for 134.32 tees'; 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 225.20 feet; thence 5 50'52'45" W for
452.65 feet to the Point of Beginning,
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Exhibit "G"
Ecoresiliency Concept Book
81
Exhibit "H"
Ecoresiliency Regulating Plan
82
Exhibit "I"
Expedited Permitting & Approval Timelines
(A) The City agrees to designate any building permit, Special Area Plan, SAP Permit,
or any other requested entitlement as a "High Priority Project", with City review subject to the
timelines' set forth below:
(i) Platting
• Notwithstanding the provision of City Code Section 55-10(f), in the
event the City determines that replatting of the Residential Property
is required, the replatting review shall be subject to the following
timeline:
• City Staff shall schedule the tentative plat for review with the Plat
and Street Committee for the month following submittal of the
tentative plat;
• City Staff shall issue the Plat and Street Committee letter with any
required platting conditions within ten (10) working days of the Plat
and Street Committee meeting;
• City Staff shall issue the subdivision improvement requirements
letter within ten (10) working days of approval of the tentative plat
by the Plat and Street Committee;
• City Staff shall schedule the final plat for City Commission
acceptance within thirty (30) days of submittal of the final plat; and
• Each discipline required to review the plat shall appoint a specified
reviewer available to meet with the Applicant and the City
Manager's Office on a twice a month basis to coordinate review and
feedback of any Plat review.
(ii) General Permits/Entitlements
• Demolition Permits shall be reviewed within ten (10) working days
from submittal.
• Tree Removal/Relocation Permits shall be reviewed within ten (10)
working days from submittal.
• Temporary Use Permits shall be issued within thirty (30) days of
submittal of a completed application.
• Within ten (10) working days of a Certificate of Use application
submittal, the Department of Zoning will issue the required
documents to obtain the required approvals from Federal, State,
County, and City Departments, as applicable. Certificates of Use
shall be issued within three (3) working days of submittal of
documents reflecting all required approvals.
' The timelines contained herein do not include any time the application is with the applicant and not submitted to the
City.
83
• City Staff shall review and approve any required Unity of Title or
Declaration of Restrictive Covenants in Lieu of Unity of Title within
thirty (30) days of submittal of an application.
• Any other permits, entitlements, or approvals required for the
Development of the Overall Property not specifically described
above shall be reviewed and approved within thirty (30) working
days of the submittal of a completed package.
(C) The City agrees to review building permits relating to Development of the Overall
Property in accordance with the schedule set forth herein, but the package review times shall not
commence until the City has received a completed application form for the relevant permit and all
plans, reports, information, exhibits or other documents required to be submitted with such
application. Within five (5) business days of receiving any such permit application, the City shall
cause its building department to provide to Developer, or its designee, in writing a specific list of
any documents or other requirements that are missing or otherwise required to complete the
application. The timelines indicated below do not include any time that a building permit is
reviewed by any other jurisdiction (i.e. Miami -Dade County DERM) nor time the application is
with the applicant.
• Each discipline required to review any submitted building permit shall appoint a specified
reviewer available to meet with the Applicant and the City Manager's Office on a bi-
weekly basis to coordinate review and feedback of any building permit review;
• Foundation Permit Package
o City Staff shall review and approve any Foundation permits within twenty (20)
working days of submittal of a completed application;
• All Other Building Permits
City Staff shall review and approve all other buildings permits within thirty (30) working days of
submittal of a completed application.
84
EXHIBIT "A"
LEGAL DESCRIPTION TO ACCOMPANY SKETCH
LEGAL DESCRIPTION:
PARCEL I (Leasehold Interest):
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 os P.T. STATION 25+50 of the official mop of location and survey of o portion of
Section 8706, designated as u port of Stote Rood 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 Macorthur Causeway, running Southeastwardly from the Northwesterly
corner of Watson Island and having o 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 Westfor 223.24 feet to its
intersection with o line parallel and 100 feet Northeasterly of the most Northerly right—of—way line of said
Macorthur 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, o central angle of 25 degrees 16 minutes 16 seconds for an arc distance of 352.85 feet, thence
South 90 degrees 00 minutes OD seconds West for 94.95 feet to its intersection with the Northerly right—of—way
line of said Mocarthur 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 (Northwesterly) 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 (Northwesterly) along a compound curve concave to the Southwest
having for its elements a radius of 1441.25 feet, o central angle of 20 degrees 27 minutes 49 seconds for an arc
distonce 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 85 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 feel; (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 sold line for 288.12 feet to the Point of Beginning and there terminating.
Drawn By
MAP
Cad. No.
240762
Ref Dwg.
2024-089
led: 1 /27/25 1:38p
P1ott
LEGAL DESCRIPTION _ f1
FORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida 33162
t Phone 305-653-4493 / Fax 305-651-7152 / Email its c@flssurvoy.00m
Date
1 /27/25
Scale NOT TO SCALE
Job. No. 250017
Dwg. No. 1024-068-1
Sheet
1
of 6
J
EXHIBIT "A"
LEGAL DESCRIPTION TO ACCOMPANY SKETCH
LEGAL DESCRIPTION: (continued)
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 ot a point known as P.T. STATION 25 4 50 of the official map of location and survey of a portion of
Section 8706 designated as a port of State Road A-1--A in Miami —Dade County, Florida os 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 MocArthur Causeway, running southeasterly from the
northwesterly corner af Watson Island and having o radius of 1432.69 feet and ❑ central angle af 62 degrees 00
minutes OD seconds; thence North 60 degrees 52 minutes 45 seconds Eost, along the northeosterly 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 18018, at Page 1171 and Official Records
Bock 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 ❑ 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 Paint 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 Eost, radially to the last and next described curves, a
distance of 4.77 feet to a point an a non —tangent curve, concove to the southwest; thence northwesterly clang the
arc of soid curve, having a radius af 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, ot 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 sine to soid point bears North 14 degrees 36 minutes 45 seconds Eost); 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, o distance
of 514.75 feet to a point of compound curvature of a curve concove 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 DO minutes 00 seconds Eost, 35.33 feet to the Point of
Beginning.
Drawn By
MAP
Cad. No.
240762
Ref Dwg.
2024-089
`Plotted: 1/27/25 1:38p
1
LEGAL DESCRIPTION
FORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida 33162
Phone 305-653-4493 / Fax 305-651-7152 / Email fls@.flssurvey.com 1
Date
1/27/25
Scale NOT TO SCALE
Job. No. 250017
Dwg. No. 1024-068-1
Sheet 2 of 6
EXHIBIT"A"
LEGAL DESCRIPTION TO ACCOMPANY SKETCH
LEGAL DESCRIPTION: (continued)
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 mop of location and survey of a portion of
Section 8706, designated as a port of State Rood 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 hoving a radius of 1432.69 feet and o 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 05 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 Paint of Beginning.
PARCEL II (Appurtenant Easement):
Non —Exclusive Easements as set forth in that certain Lease and Development Agreement dated September 2, 1997,
by Sind between CITY OF MIAMI, a municipal corporation of the State of Florida, as landlord, and PARROT JUNGLE
AND. GARDENS OF WATSON ISLAND, INC., a Florida corporation, as tenant. as evidenced by the Memorandum of Lease
filed January 10, 2001 at Official Records Book 19446, Page 1; as modified by the Modification of Leose and
Development Agreement recorded in Official Records Book 20.602, Page 3487; as further modified by those certain
unrecorded Third Modification to Lease and Development Agreement doted October 29, 2008, and Fourth Modification
to Lease and Development Agreement dated June 24, 2009; as assigned to ESJ JI Leasehold, LLC, a Florida limited
liability company (Assignee Lessee) pursuant to the Assignment and Assumption Agreement and Terminotion of
Sublease recorded in Official Records Book 30486, Page 2539; as further affected by the Special Warranty Deed for
improvements to ESJ JI Leasehold, LLC, a Florida limited liability compony recorded in Official Records Book 30486,
Page 2651; and as further amendment by the Amendment to Memorandum of Lease recorded in Official Records
Book 30667, Page 4617, of the Public Records of Miami --Dade County. Florida, being more particularly described as
follows:
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 end 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 Leose ("Watson Island.), in common with the public,
subject to the Lessor's right to restrict portions of Watson Island for reasonoble 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 reasonoble right and
easement to enter onto those portions of Watson Island for the purpose of performing maintenance and repairs to
the Lessee's Leosehold Improvements; and (vi) for the non—exclusive rights and easements for installation,
maintenonce, repair and replacement of utility facilities and for pedestrian and vehicular access to and from the
adjocent portions of Watson Island to the Subject Property as such locations as may be approved by the Lessor
from time to time.
Drawn By
MAP
Cad. No.
240762
Ref Dwg.
2024-089
Plotted: 1/27/25 1:38p
LEGAL DESCRIPTION
FORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida 33162
Phone 305-653-4493 / Fax 305-651-7152 / Email fls[ flssurvey.com
Date 1/27/25
Scale NOT TO SCALE
Job. No. 250017
Dwg. No. 1024-068-1
Sheet 3 of 6
J
EXHIBIT"A"
SURVEYOR'S NOTES & CERTIFICATION
TO ACCOMPANY SKETCH
SURVEYOR'S NOTES:
This site lies in Sections 31 and 32, Township 53 South, Range 42 East, City of Miami, Miami —Dade County,
Florida.
All documents are recorded in the Public Records of Miami —Dade County, Florida unless otherwise noted.
Bearings hereon are referred to an assumed value of N 30'08'22" E for the Northeasterly right of way line of
General Douglas MacArthur Causeway.
— Lands shown hereon were not abstracted for easements and/or rights —of —way of records.
Lands shown hereon containing 813,567 square feet, or 18.677 acres, more or less.
This is not a "Boundary Survey" but only a graphic depiction of the description shown hereon,
Dimensions shown hereon are based on Fortin, Leavy, 5kiles, sketch #2024-089.
Miami —Dade County Folio 01-3231 —000-0014.
SURVEYOR'S CERTIFICATION:
I hereby certify that this "Sketch of Description" was made under my responsible charge on January 27, 2025,
and meets the applicable codes as set forth in the Florida Administrative Code, pursuant to Section 472.027,
Florida Statutes.
"Not valid without the signature and original raised seal or a digital signature of the Florida Licensed Surveyor and Mapper shown below"
FORTIN, LEAV
�.r r
Daniel C. Farfin Jf�?! (--The Firm
Surveyor and Mapper, LS6435
State of Florida.
Drawn By
MAP
Cad. No.
240762
Ref. Dwg.
2024-089
Plotted: 1/27/25 1 :38p
SURVEYOR'S NOTES & CERTIFICATION
FORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida 33162
Phone 305-653-4493 / Fax 305-651-7152 / Email fls@tlseuxvay.com 1I
Date
1/27/25
Scale NOT TO SCALE
Job. No. 250017
Dwg. No. 1024-068-1
Sheet 4 of 6
NOT SUBDIVIDED
EXHIBIT "A"
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
A=3°50'38. (LEGAL)
A-°50'25" 1_
R=1459.02'
L=97.80'
L=97.89' (LEGAL)
534'54'16"W (LEGAL)
1880' (LEGAL)
N14'36'451 (LEGAL)
(RADIAL)
A=16'22.32" (LEGAL)
A=16°22'21"
R=1454.25'
BISCAYNE BAY
L=415.58'
L=415.64' (LEGAL)
'J A=20'27'49"
R=1441,25'
A=621XfOQ'' L=514.75'
R=1432.69
L=1550.32'
"' A=6'4 Y18"
R=1090,64'
- L=129.22'
NORTHEASTERLY RIGHT OF WAY OF
GENERAL DOUGLAS MACARTHUR CAUSEWAY
OFFICIAL RECORDS BOOK 18018 PAGE 1171 &
OFFICIAL RECORDS BOOK 18699 PAGE 1236
(41.
LESS & EXCEPT
PARCEL...
N90'00'00"E (LEGAL) -
35-33' (LEGAL.)
..t err
'1 k L10
541'51'52"W (RADIAL) (LEGAL)
LINE TABLE
LINE
LENGTH
BEARING
L1
387.30
510'54'00"E
L2
15.00
N88'31'18"E
L3
94.07
514'42'34"E
L4
134.32
514'43'04"E
L5
180.24
510'54'12"E
L6
49.29
509'46'25"E
L7
30.75
559'51'26"W
L8
223.24
559'51.38"W
L9
1100.97
N30'08'22"W
L10
59.55
568'58'53"W
L11
157.68
N55'54'48"W
L12
4.77
N17'42'40"E
L13
319.41
N33'53'09"E
L14
726.47
556'06'51"E
L15
63.38
589'22'44"E
L16
68.47
5B7'10'41"E
L17
131.22
583'34'28"E
L18
82.72
573'19'41"E
L19
102,33
S70'30'09"L
L20
82.52
568'S4'31"
L21
94.62
570'06'33"E
L22
46.77
N79'39'37"E
L23
288.12
509'08'22"E
Drawn By
MAP
Cad. No.
240762
Ref Dwg.
2024-089
Plotted: 1/27/25 1:38p
N54'53'41"W (LEGAL)
3.51' (LEGAL)
590'00'00"W (LEGAL)
94.95' (LEGAL)
CENTERLINE OF THE
MOST NORTHERLY CURVE OF
GENERAL DOUGLAS MACARTHUR CAUSEWAY
POINT OF BEGINNING
LESS & EXCEPT
APPROXIMATE SHORELINE
OF BISCAYNE BAY
L15 Lib L17 08
.Wry, R=i090
A=G�27'464''
L=5i4.75'.
A=25'48'26"
t.z.;.RA26.00' . NOT SUBDIVIDED
��yy �n
11a=8O0.O0'Vk.' �.. ..
L=352.85' ..........
119
GRAPHIC SCALE
p 150 300
600
LZI
N29.07'15"W (LEGAL)
(509'52'53"E LEGAL) 256.28' (LEGAL)
(15.03' LEGAL)(589'32'37"W LEGAL) Fi,
(N13'41'45"W LEGAL) POINT OF
'
(N13'41'45"W LEGAL) COMMENCEMENT
(N09'52'53"W LEGAL)
(NO5'45'06"W LEGAL)
(N60'52'45"E LEGAL)
(560'52'45"W LEGAL)
(N29'07'15"W LEGAL)
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
(S90'00'00"W LEGAL) PLAT BOOK 56 PAGE 71
(157.45' LEGAL) (N54'53'41 "W LEGAL)
(N18'43'47"E LEGAL) (RADIAL)
(N34'54'16"E LEGAL)
(555'05'44"E LEGAL)
(588'21'37"E LEGAL)
(S86'09'34"E LEGAL)
(582'33'21"E LEGAL)
(87.21' LEGAL) (572'18'34"E LEGAL)
(102.34' LEGAL) (569'29'02"E LEGAL)
(S67'53'24"E LEGAL)
(569'05'26"E LEGAL)
(N80'40'44"E LEGAL)
(S08'07'15"E LEGAL)
( IN FEET )
1 inch = 300 ft.
.. ' ;- ..
yea AL: , 1'
ice'.,,' } � � _
7 w .Z
4�Gy py4 eaaa .;
c�aa
�Rt
ti
`'"IN,543.1\
.97tA
Y-L 41
-1.N..? 00\
a y, C8.
NORTHERLY RIGHT OF WAY
OF MACARTHUR CAUSEWAY (LEGAL)
& RIGHT OF WAY MAP OF
STATE ROAD A-1-A (DATED 3/53)
SECTION (8706-112)
87060-2117 (SHEET 3 OF 3)
SKETCH OF DESCRIPTION
FORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida 33162
L Phone 305-653-4493 / Fax 305-651-7152 / Email fls0 fl8survey.Com }
SOUTHWESTERLY LINE
OF LEASE AREA 1
POINT OF
BEGINNING
PARCEL 1
LEASE AREA 1
WATSON
ISLAND
%
r POINT OF
BEGINNING
TOGETHER WITH
ma
II A
•
UK
TOGETHER WITH
PARCEL
\c!)
NOT SUBDIVIDED
Date 1/27/25
1
Scale
1 =300'
Job. No. 250017
Dwg. No. 1024-068-1
Sheet 5 of 6
EXHIBIT "A"
LOCATION MAP
PROPERTY OWNER: CITY OF MIAMI
VENETIAN WAY
PORT OF
MIAMI
A PORTION OF SECTIONS 31 & 32, TOWNSHIP 53 SOUTH, RANGE 42 EAST
CITY OF MIAMI, MIAMI—DADE COUNTY, FLORIDA
NOT TO SCALE
- SUBJECT
PROPERTY
NOTES:
1.) PREPARED FOR: TERRA GROUP
2.) THIS SKETCH IS NOT A BOUNDARY SURVEY
3.) THIS SKETCH AND LEGAL DESCRIPTION IS NOT VALID UNLESS IT BEARS THE SIGNATURE AND
THE ORIGINAL RAISED SEAL OR A DIGITAL SIGNATURE OF A FLORIDA LICENSED SURVEYOR AND MAPPER.
Drawn By
MAP
Cad. No.
240762
Ref. Dwg.
2024-089
Plotted: 1/27/25 1:38p
LOCATION SKETCH
F ORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida 33162
Phone 305-653-4493 / Fax 305-651-7152 / Email fls@n flssurvoy.com_i
Date
1/27/25
Scale NOT TO SCALE
fob. No. 250017
Dwg. No. 1024-068-1
Sheet 6 of 6
This instrument Prepared by and
fter Recording Return To:
Spencer Crowley, Esq.
A man LLP
98 S . 7th Street, Suite 1100
Miami, 'L 33131
Folio Nos:
01-3231-000-0014
01-3231-000-0016
-3231-000-0010
Reserved for Recording
CFN: 20210448670 BOOK 32580 PAGE 2983
DATE:06/24/2021 11:50:49 AM
HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY.
D L ELOPMENT AGREEMENT RETWEE= THE
CH OF MIAMI, FLORIDA AND SJ JI
LEA - OLD, LLC, REGARDING DEV OPMENT
OF TH UNGLE ISLAND PROJECT THIS DEVELOPMENT GREEMENT is entereu is t �l�i
day of
20a1 , and effective as of the l day of 5..,.r.e , 20r;2(, by and between ESJ JI
Leasehold, LLC, a Florida limited ability compan , ("ESJ"), and the CITY OF MIAMI,
FLORIDA, a municipal corporation an a political _ division of the State of Florida ("City")
(ESJ and the City together referred to as t "Partie
WIT SETH:
WHEREAS, the City holds fee pie itle to approximately 18.61 acres of upland
waterfront property and submerged land n and ar nd Watson Island in Biscayne Bay, located
on the northeast of the MacArthur Cause ay, and gen lly bounded by Biscayne Bay on the north
and the Parrot Jungle Trail service r* : d on thc cast an .outh, as more particularly described on
Exhibit "A" attached hereto and i orporated herein ("P +erty"); and
WHEREAS, followin City voter approval in a publi+ eferendum that occurred in 1995,
on September 2, 1997, purs nt to City Commission Resolutio R-96-0671, the City and Parrot
Jungle and Gardens, Inc. 'rior Lessee") entered into a Lease any lrcvelopment Agreement that
authorized Prior Lessee develop and operate a botanical gardens antheme park known as Parrot
Jungle & Gardens of atson Island on the Property ("Lease") and sai Lease has been amended
several times, most ceently on March 6, 2019 (the "Fifth Amendment"), nd
WHE ' AS, on April 14, 1998, pursuant to City Commission Res() ion R-98-0376, the
City Comm] ion approved a Major Use Special Permit (MUSP) for develop cnt of thc Parrot
Jungle bot ical gardens and theme park contemplated in the Lease, including 17.444 square feet
of visits attraction spaces with accessory commercial spaces and 588 parking spa s, which was
later odified on November 16, 2000, pursuant to City Commission Resolution R 10-1032, to
rec figure the location of the ballroom facilities and other site improvements (c ectively,
" +ngle Island"); and
Page 1 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2984
WHEREAS, on April 4, 2017, pursuant to City Commission Resolution R-16-0567, the
City, Prior Lessee, and ESJ entered into an Assignment and Assumption Agreement and
Termi tion of Sublease, recorded on April 6, 2017 at Official Records Book 30486, Page 2539
of the Pu is Records of Miami -Dade County, Florida, wherein the Prior Lessee assigned all of its
right, title, d interest in the Lease, as amended, and in Jungle Island to ESJ; and
WHEI AS, on August 28, 2018, pursuant to City Commission Resolution R-18 •232,
the City held a -ferendum and voters approved a Charter amendment to waive coetitive
bidding and appro a fifth modification to the Lease with ESJ, extending the term o he Lease
and allowing ESJ to .ursue development of a new hotel and attractions on the Pr erty, with a
maximum one hundre• hirty foot (130') height (the "Referendum"); and
WHEREAS, ESJ
to the Lease, with (1) a ne
restaurant space and meeting
modernize one of the City's mos
modifications in the Jungle Islan
preserving the lush tropical botanica
'shes to redevelop the existing parking garage at
hotel with up to 300 lodging units, having
oorn space ("Jungle Island hotel"),
conic destination theme parks, and
AP as defined below and as
ardens at the Jungle Islam
Property pursuant
ncillary retail and/or
ich will enhance and
additional attractions and
t forth in Exhibit C, while
cmc park ("Project")
WHEREAS, the Project will get rate additional an i . l rent payments to the City based
on a percentage of gross revenues from th. Jungle Island ' otel, establish a signature pedestrian
staircase connection to the Ichimura-Miam Japanese • ardens, and provide additional public
benefits as set forth in this Agreement and the ►. ase; d
WHEREAS, the Property has a designa
land use map of the Miami Comprehensive Ne
Property has a zoning transect designation o
("Miami 21 Atlas"); and
ivic Spa
of Public Parks & Recreation on the future
odPlan ("Comprehensive Plan"), and the
on the official Zoning Atlas of the City
WHEREAS, the City and ES re proceeding to ame the underlying zoning designation
on the Miami 21 Atlas for the porti . of the Property where the ngle Island Hotel will be located
from Civic Space to T6-12-0, a he City and ESJ are proceedin , to amend the underlying future
land use designation in the C prehensive Plan for the portion oc Property where the Jungle
Island Hotel will be located ° om Public Parks & Recreation to Restr ed Commercial; and
WHEREAS, t - 'ity and ESJ wish for development of the Proje o proceed in a manner
which is consistent th the proposed future land use map designation a the Comprehensive
Plan; and
WHE AS, a process exists within Ordinance 13114, the Zoning Coy of the City of
Miami, Flor' • a, as amended, ("Miami 21") that allows parcels of more than nine (9) :.cutting acres
to be ma r planned to allow greater integration of public improvements and infi'astr; ture (Sec,
7.1.2.8 .2 of Miami 21), and greater flexibility so as to result in higher or specialize quality
buil '`' g and streetscape design, and the result of this master planning process is kno ' as a
"S cial Area Plan" or "SAP"; and
Page 2 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2985
WHEREAS, to develop the Project as approved by the Lease, the Fifth Amendment and
th- eferendum, ESJ and the City wish to designate the Property as a Special Area Plan under
Mia 21 ("Jungle Island SAP"); and
EREAS, Miami 21 requires that development of the Project under the Jungle I
SAP be go, -rued by a development agreement between ESJ and the City; and
WHE '• AS, the City and ESJ wish for development of the Project to proceed s • stantially
in accordance wr + the Jungle Island SAP Regulating Plan and Concept Plans atta ed hereto as
Exhibit "B"; and
WHEREAS, th• lack of certainty in the approval of development Car esult in a waste of
economic and land reso ces, discourage sound capital improvement p ing and financing,
escalate the cost of housin and development, and discourage comm ent to comprehensive
planning; and
WHEREAS, assurance to . developer that it may proceed accordance with existing laws
and policies, subject to the condition. ofa development agreeme , strengthens the public planning
process, encourages sound capital im. ovement planning an mnancing, assists in assuring there
are adequate capital facilities for develo• ►, ent, encourages - ivate participation in comprehensive
planning, and reduces the economic costs . developmc , and
WHEREAS, the City Commission, sots =nt to Ordinance No. 13974 adopted on
February 25, 2021, has authorized the City Ma , _ r to execute this Agreement upon the terms
and conditions as set forth below; and
NOW THEREFORE, in consi ration o the mutual covenants and agreements
hereinafter contained, the Parties mutua agree and bl' d themselves as set forth herein:
Section 1. Consideration. T Parties hereby a ee that the consideration and
obligations recited and provides or under this Agreement onstitute substantial benefits to
both Parties and thus adequate r ansideration for this Agreeme
Section 2. Rules of Le• Construction.
For all purposes of the greement, unless otherwise expressly provide
(a) A defined erm has the meaning assigned to it;
(b) Words the singular include the plural, and words in the plural includ he singular;
(c) A ronoun in one gender includes and applies to other genders as we
(d) Vhe terms "hereunder", "herein", "hereof", "hereto", and such similar terms sh I refer
to the instant Agreement in its entirety and not to individual sections or articles;
Page 3 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2986
(f)
The Parties hereto agree that this Agreement shall not be more strictly construed against
either the City or ESJ, as all Parties are drafters of this Agreement; and
c recitals are true and correct and are incorporated into and made a part of rs
A Bement. The attached exhibits shall be deemed adopted and incorporated in the
Agr. ment; provided, however, that this Agreement shall be deemed to contr in the
event a conflict between the exhibits and this Agreement.
Section 3. De nitions. Capitalized terms which are not specifically defin - = herein
shall have the mea ' tg given in Miami 21.
"Agreement" +cans this Development Agreement Between i c City of Miami,
Florida and ESJ Leasehold, LLC, regarding Developmen of the Jungle Island
Project.
"City" means the C of Miami, a municipal potation and a political
subdivision of the St e of Florida, and all partmcnts, agencies, and
instrumentalities subject to e jurisdiction thereof.
"Comprehensive Plan" mea the comprel nsive plan known as the Miami
Comprehensive Neighborhood Pla adopted by e City pursuant to Chapter 163, Florida
Statutes (2020), meeting the requ emcnts of Section 163.3177, Florida Statutes
(2020), Section 163.3178, Florid: St, utes (2020), and Section 163.3221(2),
Florida Statutes (2020), which is in effe r. s of the Effective Date.
"Development" means the carryin,, out o y building activity or mining operation,
the making of any material chap ' in the us r appearance of any structure or land,
or the dividing of land into thre(3) or more pa els and such other activities described
in Section 163.3164(14), Flor'•a Statutes (2020).
"Effective Date" tnea (i ( _ , 21 • ( , the date on which this
Agreement is recorder n Miami -Dade County Officia ecords.
"Existing Zonin , means the zoning designation and ulations of the Jungle
Island SAP, Mi. i 21, the City Charter, and the Code of the ity of Miami, Florida,
as amended (" ity Code"), in effect as of the date that the J gle Island SAP and
this Agree nt are adopted by the City Commission, which co _ .rise the effective
land deve .prncnt regulations governing development of the Prope as of the date of
recorda ' •n of the Agreement.
"L : d" means the earth, water, and air above, below, or on the surface d includes
improvements or structures customarily regarded as land.
"Laws" mean all ordinances, resolutions, regulations, comprehensive plan land
development regulations, and rules adopted by a local, state, or federal gover ' ent
affecting the development of land.
Page 4 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2987
"Public Facilities" means major capital improvements, including, but not limited to,
transportation, sanitary sewer, solid waste, drainage, potable water, educational
arks and recreational, streets, parking, and health systems and facilities.
Section 4.
the Project p
establish, as o
development of t
development proces
thoroughfares and civ
Jungle Island SAP Reg
and retention of public be
Purpose. The purpose of this Agreement is for the City to authorize ESJ to
suant to the Lease, Referendum and Jungle Island SAP. This Agree
the Effective Date, the land development regulations which
Project, thereby providing the Parties with additional certa
This Agreement also satisfies Section 3.9.1.f., Miami 21.
space types and building area among the building site
ting Plan and Concept Plans, attached as Exhlb'
its are set forth in Section 9 of this Agreerne
vclop
ent will
11 govern
y during the
e allocation of
re set forth in thc
"B". The creation
Section 5. Intent. ESJ a . the City intend for this Agree, ent to be construed and
implemented so as to effectual- he purpose of the Jungle Isla SAP, this Agreement, the
Comprehensive Plan and the rida Local Government .d evelopment Agreement Act,
Sections 163.3220 - 163.3243, Flori Statutes (2020).
Section 6.
Applicability. This Agree -nt only appli
Section 7. Term of Agreement, Effective
a term of thirty (30) years from the Effective D
Miami -Dade County and filed with the City CI
by mutual consent of the Parties subject to p
Statutes (2020). This Agreement shall bec
a covenant running with the land that sh
their successors, assigns, heirs, legal r
c he
e effectiv
be binding upo
resentatives, and p
to thc Project.
to a Binding Effect. This Agreement shall have
and shall be recorded in the public records of
he term of this Agreement may be extended
g(s), pursuant to Section 163.3225, Florida
n the Effective Date and shall constitute
and inure to, the benefit of the parties,
onal representatives.
Section 8. Permitted Develo± ent. Uses, and f3uildinInto
es,
(a) Jun le Island ' t Desi nation. The City has designa .. d the Property as the Jungle
Island SAP •n the official Zoning Atlas of the City, rsuant to the applicable
procedure. in Miami 21. The Jungle Island SAP Regu . ting Plan and Concept
Plans attached as Exhibit "B". In approving the Jungl4 Island SAP, thc City
has termined that the uses, intensities and densities of de lopment permitted
th eunder are consistent with the Comprehensive Plan and the. -xisting Zoning.
c Jungle Island SAP assigns 18.3% (117,750 square feet) of it aggregated lot
arca to Civic Space Types, in compliance with Section 3.9.1.e of .mi 21. As
provided for in the SAP Regulating Plan, the civic space diagram the SAP
Concept Plans may be modified by process of SAP Permit for the p ose of
changing the allocation of Civic Space Types, so long as the minimum r 'uired
amount of Civic Space Types (5 percent of aggregated SAP lot area) is provi-d.
(b) Density, Intensity, Uses, and Building Heights.
Page 5 oI 22
57391412;2
(i)
CFN: 20210448670 BOOK 32580 PAGE 2988
As of the Effective Date and pursuant to the overall density limitations in
the Jungle Island SAP, the density proposed for the Property shall not
exceed 300 lodging units,
(ii) The non-residential Development permitted on the Property include he
following uses: office, hotel, retail, restaurant, botanical g dens,
recreational activities including theme parks, cultural, educat al and
entertainment facilities, attractions, and any other uses perm ed by the
Existing Zoning.
(iii) ithstanding any provision of the Existing Zoning the contrary, the
Bea front Recreation Area, as is described in the Regulating Plan
(inclu 'vc of a chickee hut, food trucks (as defined Section 31-51 of the
City Co• ), furniture and moveable fixtures, st age trailcr(s), rcstroom
trailer(s), cessory moveable bar counter(s), di jockey stand/booth, towel
stand(s), foo and alcoholic beverage servic.,, and any other similar uses,
structures, or o 'cets that may be utilized f. this attraction), is permitted by
right. Because s attraction is permit i by right under the terms of the
SAP Regulating P t, no part of the eachfront Recreation Area shall be
subject to Article XI Chapter 62 . the City Code,
(iv) As of the Effective Date a pur ant to the Jungle Island SAP, the maximum
height for the Project shal .c 130 feet, in accordance with all relevant
definitions in the Existing i ` g.
(v) Nothing herein shal .rohibit from requesting an increase in the
density or intensity +f Developmen . ermitted on the Property, as long as
such increase in r nsity or intensity i onsistcnt with the Comprehensive
Plan, Existing oning, the Jungle Isla SAP, and this Agreement as it
exists on th ffective Date.
Section9. Public Benefit The following public benefits are b g provided in connection
with the Project. As is ind -ted in thc Lease, ESJ is required to:
1) Make r- airs to stabilize the riprap portion of seawall, i :tall new perimeter
fence . nd engage in beach re -nourishment following hurrica - damage;
2) 1 nd only if a master permit for the Jungle Island Hotel is i ed and ESJ
otnmences construction on the hotel, provide $700,000 for thc Lehi ' ura-Miami
Japanese Gardens, which includes hard and soft costs of building a onnector
from the Jungle Island Hotel to the Japanese Gardens plus annual rep 'rs and
maintenance to the Japanese Gardens for 10 years starting from the • • e of
issuance of the master permit for the hotel;
3) If and only if a master permit for the Jungle Island 1-Iotel is issued and ESJ
executes and delivers the documents required for applicant to obtain funding
Page 6 of 22
57391412;2
5)
6)
7)
CFN: 20210448670 BOOK 32580 PAGE 2989
from PACE or a similar green energy program, then ESJ shall develop and green
energy educational facility focusing on wind and solar energy at Jungle Island;
Upon approval of the Referendum, pay $100,000 to the City for afforda• c
housing and contribute annually to the City the sum of $35,000 per ear
commencing on January 1, 2021 to the Liberty City Community Revita ' .ation
Trust for the duration of the term of the Lease;
Upissuance of any building permit for the Jungle Island Hotel, ` J shall pay
an a itional $300,000 to the City for affordable housing;
Upon isst . nee of a TCO (or CO if no TCO issued) for the •ngle Island Hotel,
ESJ shall p. an additional $350,000 to the City for affor• • le housing;
Upon approval +f the Referendum, pay up to $250,00'• to City for purchase of a
trolley on or be January 1, 2020, provided tha he trolley has a scheduled
stop at Jungle Isla + and the City provides applant with the right to paint or
wrap the trolley with . • vertising displays (inter'.r and exterior) for marketing of
Jungle Island;
8) Provide free training scho
week summer program relate
9) Provide 20% discount to City of
including food and gifts; and
10) Provide discounted tickets > Jungle
a.
b.
c,
d.
e.
f.
g.
Schools, $12.00
First respond- , 50% discount
Family of f t responders, 15% discoun
Military, I% discount
Family .f active military, 15% discount
Vete s, 15% discount
Mi. Ili -Dade County school teachers, compli i entary calendar year
nual pass with school ID
emorial Day, veterans complimentary admission
Senior citizens, 15% discount
hip at Jun
to horti •
e Island to at least 6 students for a 6
lture, tourism, and the environment;
ami for any functions held at Jungle Island,
d as follows:
Section 10. ' lnancial Obli=ations. ESJ must remain current on all financial ob rations to the
City, includi ., but not limited to all financial obligations under this Agreement, the ' ferendum,
and the L se, as may be amended. However, the Parties understand and acknowledge t t on the
Effective- Nate certain financial obligations relating to deferred rent and HUD Loan payrne s, that
were ' curred by the previous owners of Jungle Island (the "Previous Financial Obligations are
not rrent and are the subject of ongoing dcbt restructuring negotiations between the City : d
, and further that the Previous Financial Obligations shall not be cause for default under th
greernent, and shall not be the basis for withholding a Permit or inspection pursuant to Section
Page 7 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2990
2 .f this Agreement. Any debt restructuring related to the Previous Financial Obligations or
exte ..ion(s) of time on payment obligations of ESJ must be approved by resolution of the City
Com -lion.
Section 1 Development Schedule. If ESJ does not obtain the Master Building Permit the
subject hote March 6, 2023 and TCO for the subject hotel within six (6) years of obtai ng the
Master 8uildin_ Perrnit, with any extension(s) due to force majeure being approved by - solution
of the City Com , ission, then the City may terminate or amend this Agreement a providing
thirty (30) days wrt n notice to ESJ and after two (2) public hearings before the Cit ommission.
Section 12. Jungle 1 • rid Project Approval.
(a) Future Dcve • . naent Review. Future Development on the roperty shall proceed
pursuant to a mess established in the Jungle Island Regulating Plan and
Concept Plans . td shall be consistent with the ymprehcnsive Plan, this
Agreement, and t Jungle Island SAP.
(b) Prohibition on Downz
(i)
The Comprehcnsiv1an, this Agreef ent, and the Jungle Island SAP shall
govern Developme of the Pro -crty for the Term of the Agreement.
The City's laws and p: licies a' •pted after the Effective Date may be
applied to the Property ly 'f the determinations required by Section
163.3233(2), Florida Statut (2020) have been made after thirty (30) days
written notice to ESJ and • ft a public hearing.
(ii) Pursuant to Section 1 ' .3233(3), iorida Statutes (2020), this prohibition
on downzoning su• elements, rath than supplants, any rights that may
vest to ESJ under . lorida or Federal 1 As a result, ESJ may challenge
any subseque y adopted changes ', land development regulations
based on (A) .mmon law principles inclu ng, but not limited to, equitable
estoppel a ► x vested rights, or (B) statuto ights which may accrue by
virtue of hapter 70, Florida Statutes (2020). 'he City reserves all of its
defens- immunities, and any claims it may ha in response to the right
to c . lenge changes in the land development reg ations.
Section 13. Local D - c1o*mcnt Permits.
(a) Dc opment of the Property in accordance with the Exis 'ng. Zoning is
c• tcmplated by ESJ. The Project may require additional permit ...r approvals
am the City, Miami -Dade County, State of Florida, or Federal v.vernment
and any divisions thereof. Subject to required legal process and apprais, the
City shall make best efforts to take all reasonable steps to coopera with
and aid in faciliting all such approvals. Such approvals include, wi out
limitation, the following approvals and permits and any successor or analogs
approvals and permits:
57391412;2
Page 8 of 22
CFN: 20210448670 BOOK 32580 PAGE 2991
(i)
(ii)
(iii) Building permits;
(iiX Certificates of use;
(v) ertificates of occupancy;
(vi) Stwater permits;
(vii) Anyo
other go
of the Proj
Subdivision plat (including public right-of-way vacation/closure
platting exemption, or waiver of plat approvals;
Covenant in Lieu of Unity of Title, Unity of Title, or Restrictive Cov nt
acceptance or the release of existing unities or covenants;
official action of the City, mi-Dadc County, or any
rnment agency having the efft of permitting Development
t.
(b) In the event that th
regulations regarding si
plan for a project on the
designee(s), with the rceom
departments, as applicable. Ai
requirements and criteria of th
the terms of this Agreement.
City substantial
lan approval
operty s
enda
modifies its land development
ocedures, authority to approve any site
be vested solely in the City Manager's
n of the Planning Director and other
ch site plan shall be approved if it meets the
sting Zoning, the Comprehensive Plan, and
Section 14. Local Hiring. ESJ will pr ritize hiring om zip codes in the City, and will work
through City Commission offices anCareerSource to clp identify qualified applicants for
positions during construction, with goal of hiring 25% o .hc workforce from City zip codes.
Qualified City residents will rec ' e first priority for hiring oth during and after construction
of the Jungle Island Hotel. ESJ gill hold two advertised jobs f• 's in the City, in order to attract
and hire City residents for th 'roject.
Section 15. Consistcn
Property in conforinit
As of the Effective
available to serve
Plan requires E
provide such
requiremen
City imp
with Com
rehensive Plan. The City fin
ith the Existing Zoning is consistent with t
ate, ESJ is conducting an extensive analysis o
e Project. In the event that the Existing Zoning or
to provide additional Public Facilities to accommodate th
ublic Facilities, at ESJ's sole cost and expense. consistent
of Section 163.3180, Florida Statutes (2020). Developer shall be
t fees and assessments in existence as of the Effective Date of this Agi
that Development of the
Comprehensive Plan,
he Public Facilities
e Comprehensive
rojecl, ESJ will
th the timing
ound by the
ement.
Sectii 16. Necessity of Com plying with Re ulations Relative to Dever went
Per its. ESJ and the City agree that the failure of this Agreement to address a particular p'. mit,
dition, fee, term, license, or restriction in effect on the Effective Date shall riot relieve S.1
f the necessity of complying with the regulation governing said permitting requirement.
conditions, fees, terms, licenses, or restrictions. Additionally, ESJ shall comply with all
Page 9 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2992
applicable laws, ordinances, and regulations including but not limited to the Florida Building
ode and Florida Fire Prevention Code to ensure the safety of the Project and all City residents
a • guests.
Secti 17. Reservation of Development Rights.
(
(c)
For the term of this Agreement, the City hereby agrees that it sh permit
the Development of the Property in accordance with the Existin: oning, the
omprchcnsive Plan, and this Agreement.
(b) No ing herein shall prohibit an increase in the den- ty or intensity
of i . velopment permitted on the Property in a manner c' _ sistent with (i) the
Existi Zoning and the Comprehensive Plan, (ii any zoning change
subseque ly requested or initiated by ESJ in acc dance with applicable
provisions law, or (iii) any zoning change subseq tly enacted by the City,
The expiration termination of this Agreement all not be considered a waiver
of, or limitation on, the rights, including, + _t not limited to, any claims of
vested rights or equ •ble estoppel, obtained +r held by ESJ or its successors or
assigns to continue D% elopment of the . operty in conformity with Existing
Zoning and all Develop nt permits or ' eveloprnent orders granted by the City
concerning this Project.
Section 18. Annual Review.
(a)
ESJ shall provide the City
Project in order for the City
annual report shall conta
with its obligations and
ESJ is current on a
requirement shall c
na
conduc
a section b
this Agreement.
Financial Obligatio
pence twelve (12) moist
o a ual basis a status and annual report of the
n annual review of the Development. The
ection description of ESJ's compliance
J must specifically provide proof that
to the City. This annual report
• after the Effective Date.
(b) During its annt,review, the City may ask for addi snal information not provided
by ESJ. An additional information required of E during an annual review
shall be 1. ited to that necessary to determine th extent to which ESJ is
proceedg in good faith to comply with the terms of thi greernent.
(c) If t
p
City finds on the basis of competent substantial evide 'e that ESJ has not
ceeded in good faith to comply with the terms of the Agrcc t, the City may
rminate or amend this Agreement after providing thirty (3 days written
notice to ESJ and after two (2) public hearings before the City Co ission.
Section ' . Notices.
(a) All notices, demands, and requests which may or are required to be given here ' der
shall, except as otherwise expressly provided, be in writing and delivered
personal service or sent by United States Registered or Certified Mail, return receip
requested, postage prepaid, or by overnight express delivery, such as Federal
Page 10 of 22
57391412;2
To the Ci
To ESJ:
CFN: 20210448670 BOOK 32580 PAGE 2993
Express, to the Parties at the addresses listed below. Any notice given pursuant to
this Agreement shall be deemed given when received. Any actions required to be
taken hereunder which fall on Saturday, Sunday, or United States legal holidays
shall be deemed to be performed timely when taken on the succeeding
thereafter which shall not be a Saturday, Sunday, or legal holiday.
ty Manager
C1 of Miami
350i an American Drive
Miami, L 33133
ESJ JI Leaseho F LLC
Attn: Elie Minaou
19950 W Country C b Drive
Suite 800
Aventura, FL 33180
(b) Any Party to this Agreement
written notification to the remain
this section.
Section 20. Exclusive Venue, Choice of
understood and agreed by the Parties hereto, t
the State of Florida, and any applicable Fe
and that any action at law, suit in equi
Agreement or any provision hereof s
or federal courts and venue for any
jurisdiction in Miami -Dade Couy.
shall each have the right to spe fic performance of this Agreement
bear its own attorney's fees. ach party waives any defense, whethe
pleading, that the aforcmc oned courts arc an improper or inconvenie
the Parties consent to the _` rsonal jurisdiction ofthc aforementioned courts
any objections to said j sdiction. The Parties irrevocably waive any rights t
With a copy to:
City Attorney
Miami Riverside ► enter
444 S.W. 2' A nuc, 9'" Floor
Miami, FL 33 0
With a copy to:
Aker an LLP
At : Spencer Crowley
ree Brickell City Centre
8 SE 71h Street, Suite 1100
Miami FL 33131
s notification address(es) by providing
es pursuant to the terms and conditions of
aw,
t this Ag
ral law, both
, or judicial proce
be instituted only in
ch actions shall lie exclu
In addition to any other le
ccific Performance, It is mutually
ment shall be governed by the laws of
to interpretation and performance,
ings for the enforcement of this
e courts of the State of Florida
vely in a court of competent
1 rights, the City and ESJ
court. Each Party shall
asserted by motion or
venue. Moreover,
irrevocably waive
jury trial.
Section 21. No rfral Change or Termination. This Agreement and t e exhibits
and appendices .,pended hereto and incorporated herein by reference, if any, constitu` the entire
Agreement be een the Parties with respect to the subject matter hereof. This Ag ement
supersedes . prior agreements or understandings between the Parties with respect . the
subject m cr hereof, and no change, modification, or discharge hereof in whole or in .:rt
shall be Tectivc unless such change, modification, or discharge is in writing and signed by t
party ainst whom enforcement of the change, modification, or discharge is sought and
rec.. •ed in the public records of Miami -Dade County, or as otherwise specified in this
A . eenzent. Any modification requires two (2) public hearings before the City Commission
Page 11 of 22
57391412:2
CFN: 20210448670 BOOK 32580 PAGE 2994
accordance with Florida Statutes Section 163.3225 (2020). This Agreement cannot be
eh ged or terminated orally.
Secti E 22. Compliance with Applicable Law. Subject to the terms and conditions of this
Agreem nt, throughout the Term of this Agreement, ESJ and the City shall comply wi
all applic. ile federal, state, and local laws, rules, regulations, codes, ordinances, resolutie is,
administrate orders, permits, policies and procedures, and orders that govern or relate f the
respective Pa ies' obligations and performance under this Agreement, all as they ay be
amended from ti i c to time.
Section 23. Re rc.., cntations; Representatives. Each Party represents to e other that
this Agreement has be duly authorized, delivered, and executed by such part, and constitutes
the legal, valid, and bii . ig obligation of such Party, enforceable in accord ce with its terms.
Section 24. No Exclusiv ' cmcdics. No remedy or election give by any provision in
this Agreement shall be deems exclusive unless expressly so indicates. Wherever possible, the
remedies granted hereunder upa default of the other Party s - 11 be cumulative and in
addition to all other remedies at la or equity arising from such ent of default, except where
otherwise expressly provided.
Section 25. Failure to Exercise Righ not a Waiver; aiver Provisions. The failure by
either Party to promptly exercise any right 'sing hereun+ shall not constitute a waiver of such
right unless otherwise expressly provided ein. N waiver or breach of any provision of
this Agreement shall constitute a waiver of a suequcnt breach of the same or any other
provision hereof, and no waiver shall be effectiv tress made in writing.
Section 26. Events of Default.
(a) ESJ shall be in default under is Agreemen 'f ESJ fails to perform or breaches any
term, covenant, or conditiof this Agreeme which is not cured within thirty (30)
days after receipt of w ten notice from the ty specifying the nature of such
breach; provided, ho : er, that if such breach c. of reasonably be cured within
thirty (30) days, th- ESJ shall not be in default if it ' mmences to cure such breach
within said thirty 0) day period and diligently proseces such cure to completion.
(b) The City sh be in default under this Agreement if the ity fails to perform or
breaches a • term, covenant, or condition of this Agreement such failure is not
cured w in thirty (30) days after receipt of written notice fro ESJ specifying the
natur .f such breach; provided, however, that if such breach ea ' of reasonably be
cur within thirty (30) days, the City shall not be in default if i ommcnces to
c e such breach within said thirty (30) day period and diligently pr ecutcs such
ure to completion.
it shall not be a default under this Agreement if either Party is declared b. erupt
by a court of competent jurisdiction. All rights and obligations in this Agre ent
shall survive such bankruptcy of either party. The Parties hereby forfeit any rt, t
to terminate this Agreement upon the bankruptcy of the other party. This sectio
does not absolve ESJ of any of its obligations pursuant to the City Code should it
Page 12 of 22
57391412:2
CFN: 20210448670 BOOK 32580 PAGE 2995
Section 27.
(a)
(b)
declare bankruptcy, including but not limited to ensuring that all construction sites,
buildings, structures, and excavation sites are safe.
The default of a successor or assignee of any portion of ESJ's rights hereunder sh
not be deemed a breach by ESJ.
enledies Upon Default.
Ne uer Party may terminate this Agreement upon the default of the
exce+ : s specifically provided in this Agreement, but shall have all
enumcr. ed herein.
Upon the oc.
applicable gra
performance o
waive any right o
any other relief oth
provided for in this A
any such action.
urrence of a default by a party to this Agreemen
period, ESJ and the City agree that any p
is Agreement, and that seeking speei
uch party to also seek monetary d
than termination of this A
ement). Each Party shal
Section 28. Severability. If any term or
to any person or circumstance shall, to any
unenforceable, the remainder of this Agreemen
persons or circumstances other than those as to wh
be affected thereby and shall continue in full force
vision o
xtent,
.r th
f thi
he'
Section 29. Authorization to Withhold New ' emits
Financial Obligations (other than the Prcvio
with the terms of this Agreement, includin
make improvements, or take or refrain
City, in addition to any other reme
Additionally, the City, may refuse t
Code or present a life and safety
Previous Financial Obligations
Section.
er Party,
he remedies
of cured within the
may seek specific
performance shall not
ages, injunctive relief, or
ement (unless specifically
ear its own attorney's fees in
greement or the application thereof
after be determined to be invalid or
pplication of such term or provision to
t is held invalid or unenforceable shall not
effect.
Financial Oh
ut not limited to
om taking any other
s available, is authorized
perform inspections that do not
oncern. For the avoidance of doub
s the basis for withholding a Permit or
the event that ESJ is not current on its
ations), and/or is not in compliance
J's obligations to make payments,
tion under this Agreement, the
withhold any new Permits.
late to the Florida Building
the City may not use the
i • ection pursuant to this
Section 30. Assignm- and Transfer. This Agreement shall be binding o SJ and its heirs,
successors, and assi, including the successor to or assignee of any propert interest in the
Property ("Property terest"). ESJ, at its sole discretion, may assign, in whole . in part, this
Agreement or an of its rights and obligations hereunder, or may extend the ben' its of this
Agreement, to y holder of a Property Interest without the prior written consent or i y other
approval of t City. Any such assignee shall assume all applicable rights and obligation under
this Agreen nt. ESJ shall provide written notice of any such assignment to the City in accoru • nee
with the ►' tices section herein. Any reference to ESJ in this Agreement also applies to any h
succes .;r, or assignee of ESJ.
Se F on 31. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over
contrary term or provision contained herein, in the event of any lawful termination of this
Page 13 of 22
57391412:2
CFN: 20210448670 BOOK 32580 PAGE 2996
reement, the following obligations shall survive such termination and continuc in full force and
of t until the expiration of a one (1) year term following the earlier of the effective date of such
term] tion or the expiration of the Term: (i) the exclusive venue and choice of law provisio
contain=+ herein; (ii) rights of any party arising during or attributable to the period prio to
expiratio 'r earlier termination of this Agreement; and (iii) any other term or provision rein
which expr' ' iy indicates either that it survives the termination or expiration hereof or i •r may
be applicable • effective beyond the expiration or permitted early termination hereof.
Section 32. La • of Agency Relationship Nothing contained herein shall b; construed as
establishing an agen relationship between the City and ESJ and neither ESJ nits employees,
agents, contractors, bsidiarics, divisions, affiliates, or guests shall b; deemed agents,
instrumentalities, entplo es, or contractors of the City for any purpose her nder, and the City,
its contractors, agents, an -mployees shall not be deemed contractors, _ents, or employees of
ESJ or its subsidiaries, divisi s, or affiliates.
Section 33. Cooperation, l xp•+itcd Pcrmitting, and Time is of # Essence.
(a)
The Parties agree to c
to the terms and conditi
essence in all aspects of th
Agreement. The City sha
approval process in an effor
construction milestones. The Ci
contractor and subcontractors for r
such as those for excavation, sit
interiors. In addition, the City
a primary (though not exel
liaison with ESJ in order
permit and license app
and offices of the Cit
applications for su
crate with each other to
s of this Agreement.
'r respective and
use its bes
to assi
w
w
anag
ve) duty t
facilitate expe
tons and approvals
hich have the authori
permits and licenses.
e full extent practicable pursuant
he Parties agree that time is of the
utual responsibilities pursuant to this
(forts to expedite the permitting and
ESJ in achieving its Development and
accommodate requests from ESJ's general
ew of phased or multiple permitting packages,
and foundations, building shell, core, and
ill designate an individual who will have
erve as the City's point of contact and
ng the processing and issuance of all
cross all of the various departments
r right to review and approve all
(b) Notwithstandi the foregoing, the City shall not be 'ligated to issue any permit
to the extent ' J does not comply with the applicable r irements of the Existing
Zoning, th= Comprehensive Plan, this Agreement, applic. +le building codes, and
any othe tatute, ordinance, rule, or regulation.
Suction 34. Enf. . ement.
(a) the event that ESJ, its successors, or assigns fails to act in actornee with the
terms of the Existing Zoning or this Agreement, the City shall seek en cement of
said violation upon the Property, or otherwise.
Enforcement of this Agreement shall be by action at law or in equity again '' any
Parties or person violating, or attempting to violate, any covenants set forth in its
Agreement, including recovering damages.
Page 14 of22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2997
(c) This enforcement provision shall be in addition to any other remedies available at
law, in equity, or both.
Each party shall bear its own attorneys' fees, expenses, and costs.
Section 35. Amendment or Termination by Mutual Consent. This Agreement may no •e
amended or ainated during its Term except by mutual written agreement of ESJ and t City
(except as exp ssly provided otherwise herein including at Section 15(c)). Prio to any
amendment or ter ination of this Agreement during its Term, the City shall hold tw 2) public
hearings before the • ity Commission to consider and deliberate such amendment o ermination.
Any amendment or to ' ination shall be recorded in the public records of Miami-. ade County at
ESJ's sole cost and exp .se.
Section 36. Indemnity.
and from any and all claims b
due to the City's gross or wanto
about the Property. ESJ also agre
from claims and damages arising (o
the term of the lease from a hazardous
City's gross or wanton negligence, from
pursuant to the terms of this Agreement, or
agents, contractors, servants, employees or li
or wanton negligence) from any accident, inju
the Term in or on the Property, and from and aga
liabilities incurred in any claim or action or proc
proceeding be brought against the City by reaso
at its expense, resist or defend the action or p
City. If ESJ should be required to defend
which action or proceeding the City is
defend, or otherwise take part in the m
(except ESJ shall not be obligated t
and does defend the City), by co
provided this action by the City
or ESJ in respect to the claim
reasonable. The foregnin
limitation of any other
agreements of indemn
of the City to perfo
ESJ is developing
and will panne
development
J agrees to indemnify, defend, and save hat ess the City against
r on behalf of any person, firm or corpor on, arising, (other than
negligence against the Subject Propty) from any Work in or
to indemnify, defend and save e City harmless against and
than due to the City's gros or wanton negligence), during
ondition of the Propert or arising, other than due to the
brcach or default +n the part. of ESJ to be performed,
rising from an : ct or negligence of ESJ or any of its
isees, or . sing, (other than due to the City's gross
r dan ge caused to any person occurring during
t 1 costs, counsel and legal fees, expense and
ing brought thereon. In case any action or
f a i aim, ESJ, upon notice from the City, shall,
ceeding counsel reasonably satisfactory to the
ny action or . oceeding pursuant to this Section, to
ade a party, the . 'ty shall also be entitled to appear,
er involved, at its elec.:'on, and at the sole expense of ESJ
pay counsel fees when an nsurance carrier is obligated to
sel located within Miami -Da' • County of its own choosing,
es not limit or make void any Iiabt ' of any insurer of the City
r matter in question and provided that e legal fees and costs are
agreements of indemnity are in additiona to and not by way of
venants in this Agreement to indemnify the ity. The foregoing
by ESJ do not apply to any claims of damages aris • out of the failure
acts or render services in its municipal capacity. City own the Property and
c Project, and as such the City and ESJ are partners in the Ju le Island SAP,
to defend any challenge or cause of action to the Jungle Isl.. d SAP and
greement, with each covering its own costs and attorney's fees.
Section 3 Successors, Assigns, Heirs. Grantees, and Designees. The rights, coven . is and
oblige ` jns set forth in this Agreement extend to ESJ, its successor(s), heir(s), grantees' and
assi
Page 15 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2998
ection 38. Headings. The section headings contained in this Agreement are for reference
p oses only and shall not affect the meaning or interpretation of this Agreement.
Secti i 39. No Conflict of interest. ESJ agrees to comply with Section 2-612 of the City Co
as of th • _ffective Date, with respect to conflicts of interest.
Section 40. No Third -Party Beneficiary. No persons or entities other than ESJ and t City,
their heirs, p itted successors, and assigns, shall have any rights whatsoever der this
Agreement.
Section 41. Coun rpartsfElectronic Signature. This Agreement may be execu d in two (2) or
more counterparts, cac of which shall constitute an original but all of which, w n taken together,
shall constitute one and e same agreement. The Parties shall be entitled to gn and transmit an
electronic signature of thi Agreement, including facsimile, PDF, or oth email transmission,
which signature shall be bin . g on the party whose name is contained t ein.
Section 42. Recording. This reement shall be recorded in th ■ ' ublic Records of Miami -
Dade County, Florida by ESJ at 's sole expense and shall in e to the benefit of the City.
Copies of the recorded Agreement sh.. be provided to the City anager, Planning Director, City
Clerk, and City Attorney within five (5 iays of recording.
Section 43. Status. Upon request from
mortgagee of ESJ, its successor, or assign, th
(in recordable form, if requested) stating whethe
under this Agreement are current and in good stan
its successor or assign is not current in its oblig
letter shall state the particular manner in which c
not current and in good standing or have not t b
Section 44. Estoppel. Within forty-fi
City Manager or his designee, on behal
document, in form and substance r
compliance with the conditions se
requested estoppel certificate wit
be presumed to indicate ESJ's
e to time b
City sha
the
SJ, or its successor, assigns, or any
deliver to such requesting party a letter
ligations of ESJ or its successor or assign
or have been satisfied. In the event ESJ or
o or such obligations arc not satisfied, said
h pe . n's obligations under this Agreement are
een sat led.
(45) days of rec
f the City, shall execu
sonably acceptable to the
orth in the Agreement. Shou
n the aforementioned time period,
mpliance with the terms of the Agreem
of written request from ESJ, the
an estoppel certificate or similar
ity Attorney, affirming ESJ's
the City fail to execute the
City's non -response shall
Section 45. PACE. The ity Commission hereby ratifies and consents t
the PACE Agreement • •d August 9, 2017 by ESJ and the Green Corridor PA
placing the PACE spe al assessment on the Property tax bill. The City Commi
consents to future P t E financing on the Property deemed necessary by ESJ.
(i)
the execution of
District and (ii)
on also hereby
Section 46. : +tAT MOORING. The City and ESJ shall work together to establisprocess
for guests an customers of Jungle Island to utilize the City's managed mooring fieleast of
Watson Isl: and ESJ shall encourage those guests and customers arriving at Jungle Isl: 'd by
boat to a or in this mooring field whenever possible. ESJ agrees to support and coopera'. in
any Ci application to establish a boating restricted area in the waters north of the Property a
sout .fVenetian Islands, pursuant to Section 327.46, Florida Statutes (2020). Under State law, a
Page 16 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 2999
essel-exclusion zone or other restrictions on vessel speeds and traffic may only be established if
a application from the City is approved by the Fish and Wildlife Conservation Commission.
NOW, WHEREOF, the City and ESJ have caused this Agreement to be duly executed.
[Sign • rre blocks for City and ESJ on next pag
Page 17 of 22
57391412;2
CFN: 20210448670 BOOK 32580 PAGE 3000
Sign. +, witnessed, executed and acknowledged this I day of �.�e , 20 .q(.
ATTEST:
APPROVAL FROM THE P ► : NNING
DEPARTMENT AS TO CON NT:
voir,
Cesar Garcia-Pns, )Manning erector
APPROVE
AND C
AL FORM
VictorAtIoxftey
57391412;2
THE CITY OF MIAMI,
a Florida municipal corporation
By:
Page 18 of 22
Arthur No t V, ' ity Manager
CFN: 20210448670 BOOK 32580 PAGE 3001
ned, witnessed, executed and acknowledged this ,(-)5. day of ),/ * , 20,;2 ( .
Witnesse
STATE OF kill (4,—)
COUNTY OF I Aifi itA Olt I
) ss:
}
ESJ JI LEASEHOLD, LLC,
a Florida limited liability compa Its
Manager ESJ Capi1 Partners, LL
By:
Name:
Title:
The foregoing instrument was acowledged be ■ e
online notarization this 9-5 day of ;C . , 20 at
the Li4ti' C ( .--of.ESJ L "ASEHOLD, LLC
He/She is eersonal]y known to me_ •, presented
not take an off. ---_. --
NOTARY SE / STAMP
RACHAELPETERS
MY COMMISSION # GG 202849
EXPIRES: August 2,2022
Bonded Thai Nolary Public Underwriters
573914]2;2
Notary Public, State of--4/1/.JI
}'1 i,-l'1 L'
1
me by [v'physical presence or [
_HY r + 1 - k)c vt —
Florida limited liability company,
as identification and who did
Print Name
Page 19 of 22
CFN: 20210448670 BOOK 32580 PAGE 3002
Exhibit "A"
Legal Descriptions of the Property
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 S • itlt,
Range 42 East, being more particularly described as follows:
Commence at a point knn as P.T. STATION 25+50 of the official map of location d survey
of a portion of section 870 s esignated as a part of State Road A-1-A in Dade Cou Florida as
recorded in Plat Book 56 at ge. 71 of the Public Records of Dade County, Flo da, said point
being the point of tangency o he centerline of the most Northerly curve of weneral Douglas
Mac Arthur Causeway, running S theasterly from the Northwesterly corner o atson Island and
having a radius of 1432.69 feet an central angle of 62°00'00"; thence ru N60°52'45"E, along
the Northeasterly prolongation of the adial line of the above mentionc urvc for a distance of
670.74 feet to the POINT OF BEGIN G of the parcel to be descri • d. Said point being also
the POINT OF BEGINNING of lease ar 1 Miami Yacht Club; tha ce S09°52'53"E, along the
Southwesterly line of said lease area 1 an its Southeasterly ext sion for 857.30 feet; thence
S60°52'45"W, for 223.24 feet to its intersects+ ' with a line paral and 100 feet Northeasterly of
the most Northerly right-of-way line of said Ma rthur cause ay; thence N29°07'15"W, parallel
to said right-of-way for 1100.97 feet to a point o angency• A) thence along a tangential curve
concave to the southwest having a radius of 800.0 i eet, central angle of 25° 16' 16" for an arc
distance of 352.85 feet, thence S90°00'00"W for 94, et to its intersection with the northerly
right-of-way line of said Mac Arthur Causeway and rcular curve concave to the Southwest,
said point bears S41°51'52"W from its center; (B) t nee :'ong said curve having for its elements
a radius of 1090.64 feet, a central angle of 6°47' 1 , for an a distance of 129.22 feet to a point of
compound curvature; (C) thence along a coinpo d curve con •ave to the southwest having for its
elements a radius of 1441.25 feet, a central a' le of 20°27'49" +r an arc distance of 514.75 feet;
(D) thence N34°54' 16"E for 338.29 feet; the c S55°05'44"E for 7 ..47 feet to its intersection with
the approximate shoreline of Biscayne y; thence continue alon; aid shoreline for following
eight course (1) S88°21'37"E for 63.3• feet; (2) thence S86°09'34" Z for 68.47 feet; (3) thence
S82°33'21"E for 131.22 feet; (4)the e S72°18'34"E for 82.71 feet; ( thence S69°29'02"E for
102.34 feet; (6) thence S67°53'2 for 82.52 feet; (7) thence S69°0 '26"E for 94.62 feet;
(8) thence N80°40'44"E for 48.7 feet to its intersection with the southwest.. ly line of said lease
area 1; thence S08°07'15"E a g said line for 288.12 feet to the point of . _inning and there
terminating.
Said lands lying and bci ' on Watson Island, Dade County Florida and containing 8 1,795 square
feet (18.61 acres), mo or less.
LESS AND EXC T:
That portion WATSON ISLAND lying and being in Sections 31 and 32, Township 53 So
Range 42 F st, being more particularly described as follows:
Comm ' ce at a point known as P.T. STATION 25+50 of the official map of location and survey
of a rtion of section 8706, designated as a part of State Road A-1-A in Dade County, Florida as
Page 20 of 22
7391412;2
CFN: 20210448670 BOOK 32580 PAGE 3003
re
beii
Arthu
having a
Northeaste
feet to a pot
Official Recor
Public Record o
feet to a point of c
of said curve having
feet; thence N54°53'4
feet to a point of curvatu
of said curve having a radi
feet; thence N18°43'47"E, ra
point on a non -tangent curve, c
curve, having a radius of 1459.0
(the preceding six course and dista
of -way line of said Mac Arthur Cau
1171 and Official Records Book 186
thence S34°54'16"W, 18.80 feet to a po
southwest (a radial line to said point boar
said curve, having a radius of 1441.25 and a
to a point of compound curvature of a curve co
the arc of said curve, having a radius of 1090.64
of 129.22 feet; thence N90°00'00"E, 35.33 feet to t
TOGETHER WITH THE FOLLOWING LA S
PARCEL 2:
That portion of WATSON ISLAND ly g and being in Secti • i s 31 and 32, Township 53 South,
Range 42 East, being more particular . described as follows:
rded in Plat Book 56 at Page 71 of the Public Records of Dade County, Florida, said point
the point of tangency of the centerline of the most Northerly curve of general Douglas Mac
auseway, running Southeasterly from thc Northwesterly corner of Watson Island and
adius of 1432.69 feet and a central angle of 62°00'00"; thence N60°52'45"E, along th
prolongation of the radial line of the above mentioned curve for a distance of 130 0
on the easterly right-of-way line of said Mac Arthur Causeway as record in
Book 18018, at page 1171 and Official Records Book 18699, at page 123, of the
ade County Florida; thence N29°07'15"W, along said right-of-way li , 256.28
ature of a curve concave to the southwest; thence northwesterly . ng the arc
radius of 926.00 feet and a central angle of 25°46'26", a distce of 416.55
, 3.51 feet to a point of beginning; thence continue N54(1 .'41 "W, 157.45
of a curve concave to thc southwest, thence northwe rly along the arc
of 1454.25 feet to a central angle of 16°22'32", distance of 415.64
ally to last and next described curves, a di. : nce of 4.77 feet to a
cave to the southwest thence northwes ly along the arc of said
feet and a central angle of 03°50'3 ; a distance of 97.89 feet
•c being coincident with the ea rly and northeasterly right -
way as recorded in Officia ' ccords Book 18018, at Page
at Page 1236 of the , hlic Record of Dade County);
t of curvature of on -tangent curve concave to the
N 14°36'45 "E); once southeasterly along the arc of
ntral angI •f20°27"49", a distance of 514.75 feet
ave t e southwest; thence southeasterly along
nd a central angle of 06°47' 18", a distance
oint of beginning.
Commence at a point known as P
of Section 8706, designated a
Plat Book 56, Page 71 of the
point of tangency of the
Causeway, running sou
radius of 1432.69 f
northeasterly prolo
feet; thence S09
470,00 feet;
N09°52153"W
thence S89°
573914] 2;2
. Station 25+50 of the origin of to
part of State Road A- 1 -A, Dade Co
ublic Records of Miami -Dade County, F
terline of the most northerly curve of Gene
asterly from the northwesterly corner of Watson
and a central angle of 62°00'00"; thence N62°5
on of the radial line of the above mentioned curve for a di
53"E, 387.30 feet to the Point of beginning; thence continue
nee. N60°52'45"E, 30.75 feet; thence N08°45'06"W, 49.29
180.24 feet; thence N13°41'45"W, 134.32 feet; thence N13°41'15"W,
'37"W, 15.03 feet to thc Point of Beginning.
Page 21 of 22
Lion and survey of a portion
ty, Florida as recorded in
ida said point being the
Douglas MacArthur
sland and having a
5"E, along the
ancc of 670.74
S09°52'53"E,
et; thence
07 feet;
CFN: 20210448670 BOOK 32580 PAGE 3004
Exhibit "B"
Jungle Island SAP Regulating Plan and Concept Plans
Origina copies of the Jungle Island SAP Regulating Plan and Concept Plans
are on file and . ailable for public review at the Office of the City Clerk, City of Mi
ated at 3500 Pan American Drive, Miami, FL 33133.
Please refer File ID 8363 and PZ-19-4392 for copies of th
Jungle Island SAP Regulatin_ Plan and Concept Plans. These files were approved by the
City Commission on :.ruary 25, 2021 pursuant to Ordinance o. 13973.
58401860;1
Exhibit C
Jungle Island SAP Master Plan
IMPROVEMENT IMPACT COLOR LEGEND* KEY LE
1 HOTEL( EXISTING BUILDINGS
I-11 ACTION ATTRACTIONS
ACTIVE ATTRACTIONS
PASSIVE ATTRACTIONS
'SEE NEXT PAGE FOR LIST
OF PERMITTED ATTRACTIONS
AND USES IN EACH AREA
/
/
6 B JUNGLE I%AND SAP !VASTER R PLAN
6630777;1
Ns
6 F JUNGLE ISLAND SAP MASTER PLAN
EXIS11» G •°-DT BOWL
2 EXISTING E 1RE
3. EXISTING PETTING A.ND EJUCA11GN
N, EYISTI•NG WIDENTAFl
EXISRNG PICNIC AREA
5. EXISTING PICNIC P4.UUDNS
EYJSTINC CHILAREN'S FOYEKIil
3. EXISTING TREE WALK VILLAGE
4. EXISTING ROPES CDUR5
10. NEW ACTION POOL
11. NEW AC110V BEACH ;KIDS AREAi
12. NEW CONNECTION BEPNEEN THE PARK .AND Trt .i TEL
13. NEW (LT0019 EVENT FACE ABOVE EXISTING BL Ll i,.
14. NEW ROOF GARDEN ABOVE EXISTING BUILDING
15. NEW ROOF GARDEN ABOVE NEW PARKING GARAGE
IE.. NEW HEAD. BUILDING
17. NEW STAI9 (AP.T SCULPTURE) CONNECTING TO THE JAPANESE
15. E5S7ING JAPANESE GARDEN
? EXITING EEACHFRO1T RECREATION AREA
N Co
CFN: 20210448670 BOOK 32580 PAGE 3005
NTEISTINI5TINGBUILDINGS
1. OTEL AND ASSOCIATED
1 OVEMENTS
2. PAR G GARAGE AND ROOF
GARDE
3. BANQUET 1LITY AND
MEETING RO
4. OUTDOOR EVEN'I VACE.
ABOVE BANQUET FA"ti1.ITY AND
MEETING ROOMS
56630777;1
PASSIVE ATTRACTIONS
1. TRAILS AND GARDENS
2. JUNGLE RIVER
3. AVIARIES AND BIRD EXHIBITS
4. BIRD NURSERY AND HATCHERY
5_ MONKEY EXHIBITS
6. INFANT APE CARE FACILITY
7. FLAMINGO LAKE
8. EVERGLADES LAKE
9. POSING AND PHOTOGRAPHY AREAS
10. TERRARIUM THEATER AND EDUCATION
CENTER
11 REPTILE EXHIBITS
AQUATIC EXHIBITS
BEACHFRONT RECREATION AREA,
LUSfVE OF A CHICKEE HUT, FOOD
TRb S (AS DEFINED BY SECTION 31-51 OF
THE CODE), FURNITURE AND
MOVEAB IXTURES, STORAGE
TRAILER(S), TROOM TRAILER(S),
ACCESSORY M. BLE BAR COUNTER(S),
DISC JOCKEY STA BOOTH, TOWEL
STAND(S), FOOD AND COHOLIC
BEVERAGE SERVICES, * ANY OTHER
SIMILAR USES, STRUCTURE •R OBJECTS.
14. PICNIC PAVILIONS
15. PICNIC AREA
16. BOAT LANDINGS AND DOCKS
17. SERPENTARIUM
18. ESCAPE ROOMS
19. KANGAROO WALKABOUT
20. CAPYBARA ENCOUNTE
21. LEMUR INTERACTIO
22. SLOTH ENCOUN
23. PETTING 20• D EDUCATION
24. RESORT -aL
25. VIRTU EAUTY MACHINES
26. VI' ' ■AL REALITY THEATER
27. 'CADE GAMES
MOVIE THEATER
9. BOWLING ALLEY
30. LASER TAG
31. POP UP ACTIVATIONS
32. FOOD SERVICE ESTABLISHMENTS
33. ALCOHOL SERVICE ESTABLISHMENTS
34. RETAIL SERVICE FACILITIES
35. ZIP LINES
36. LAZY RIVER/ACTION RIVER
37. NIGHT ACTIVATIONS AND LIGHT SHOWS
(E.G. LUMINOSA)
38. ARTISTIC STAIR CONNECTING HOTEL SITE
TO JAPANESE GARDEN
ACTIVE ATTRACTIONS
1_ CHILDREN'S ADVENTURE PARK
2. TREEWALK VILLAGE
3. ROCK WALL
4. PLAYGROUND
5. TRAMPOLINE PARK
6. WATER PLAYGROUND
7. ROPES COURSE
8. MINIATURE GOLF
9. INFLATABLES
10. FLOATING INFLATABLES SLIDES
11. MUSIC AND DANCING
12. ICE SKATING RINK (INDOOR)
13. PARROT BOWL THEATER
14. JUNGLE THEATER
ACTION ATTRACTIONS
1. WIND TUNNEL
2. BUNGEE JUMP
3. WATER RIDES
4. WATER SLIDES
5. WATER SURF
SIMULAT
6. ACTI0 i OL
7. AC BEACH
8. 'T RACING
CFN: 20210448670 BOOK 32580 PAGE 3006