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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 currently 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 in 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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17619 Exhibit A Development Agreement -SUB
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WHEREAS, on April 4, 2017, pursuant to City Commission Resolution R-16-0567, the
City, Prior Lessee, and ESJ JI 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"), as 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 for the purchase of the Residential Property, dated
as of September 9, 2025 (the "Purchase and Sale Agreement"), for development as a mixed use
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 (2025).
"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,
as defined in Section 163.3164, Florida Statutes (2025).
"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, shown and legally described in Exhibit "B".
"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, shown and
legally described in Exhibit "C".
"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 waterfront park and accessory
facilities to be developed on the City Property and CS Zone portion of the Overall Property
by the Developer, shown and legally described in Exhibit "B".
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"Purchase and Sale Agreement" means that certain Purchase and Sale Agreement
between the City and Developer, dated September 9, 2025.
"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 "FI".
"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", shown and legally described
in Exhibit "A".
"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
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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
Agreement serves to establish all conditions, terms, restrictions, or other requirements determined
to be necessary by the City for the public health, safety, and 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 "FI", 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.
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.
(c) Former Jungle Island SAP Regulations.
Rescission of Jungle Island Development Agreement. On or prior to Closing,
as further defined in Exhibit "F" of this Agreement, a rescission of the Jungle
Island Development Agreement, in substantially the attached form as Exhibit
"J", shall be recorded in the Public Records of Miami Dade County, Florida,
and the Jungle Island Development Agreement shall be of no further force or
effect.
ii. Existing Jungle Island Buildings and Uses. Notwithstanding any provision of
this Agreement or the Ecoresiliency SAP to the contrary, the existing Buildings
and Uses approved under the Jungle Island SAP and within the SAP Area shall
continue to operate until the earlier of development of the Public Park or Phase
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1, as defined in Exhibit "D" of this Agreement, commences. Such Buildings
and Uses shall be deemed legal conforming uses and shall not be subject to
provisions addressing nonconformities until commencement of Phase 1. For
purposes of this provision, "Phase 1" includes demolition of existing structures
necessary for construction of Phase 1 but does not include installation of a sales
center, construction trailer, or other temporary use prior to any such demolition.
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 Land
Development Regulations 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).
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 (2025) 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, unless agreed to otherwise in accordance with the City Code
or other applicable laws.
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.
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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. Park 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 included as part of the Community Benefits set forth in the
Community Benefits Exhibit and deemed satisfied in compliance with Section 13-12 of the City
Code.
Section 15. 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 16. Temporary Use Permits. Notwithstanding the requirements of Chapter 62, 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 and may be approved for up to two (2) years unless further extended by the City Manager
Section 17. 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 18. Rescission and Renaming of Parrot Jungle Trail.
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(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 19. 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
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);
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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
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 20. 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 21. 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 22. 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 23. 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
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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
Project.
Developer or its contractors must obtain approval prior to any work to take place on Federal
holidays and/or weekends from the City Manager. Any such waiver request for Federal holidays
and/or weekends 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
anticipated to be used on -site at the Residential Property; and (iv) vibration monitoring controls.
Section 24. 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 25. 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. This requirement shall commence
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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) 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 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 26. 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
With a copy to:
City Attorney
Miami Riverside Center
444 S.W. 2nd Avenue, 9th Floor
Miami, FL 33130
Law@miamigov.com
DepaiOrrient of Planning
Miami Riverside Center
444 S.W. 2nd Ave., 3rd Floor
Miami, FL 33130
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To The Developer:
Ecoresiliency Miami, LLC
Attn: Jason Gilg
3310 Mary Street, Suite 302
Coconut Grove, FL 33133
Email: jgilg@terragroup.com
planning@miamigov.com
Depai intent of Resilience and
Public Works
Miami Riverside Center
444 S.W. 2nd Ave., 8th Floor
Miami, FL 33130
Internetpub l i cw orks @ m i am i g ov .
com
With a copy to:
Greenberg Traurig, P.A.
Attn: Iris V. Escarra, Esq.
333 SE 2nd Avenue, Suite 4400
Miami, FL 33131
Email: escarrai@gtlaw.com
(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 27. 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 28. 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.
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Section 29. 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 30. 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 31. 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.
Section 32. 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 33. 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
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to terminate this Agreement upon the bankruptcy of the other party, provided that
there is no other default.
(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, this Agreement and the obligations therein run with the
land, however 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 34. Remedies Upon Default.
(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 35. 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 term 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 36. 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.
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Section 37. 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 38. 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.
Section 39. 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 40. 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 general 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 depaitiuents and offices of the City which have
the authority or right to review and approve all applications for such permits and
licenses.
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(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 41. 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 42. 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 43. 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
acknowledges that the indemnification and defense 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. This provision survives the termination or expiration of this Agreement.
Section 44. 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 45. 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 46. 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 47. 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 48. 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
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or other email transmission), which signature shall be binding on the party whose name is
contained therein.
Section 49. Recording. This Agreement shall be recorded in the Public Records of Miami -
Dade County, Florida by the City at the Developer's expense and shall inure to the benefit of the
City and the Developer. A copy of the recorded Development Agreement shall be provided to the
City Clerk, the City Attorney, and the Planning Department within two (2) weeks of recording.
Section 50. 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.
NOW, WHEREOF, the City and Developer have caused this Agreement to be duly
executed.
[Signature blocks for City and Developer on next pages]
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Signed, witnessed, executed and acknowledged this day of
, 20
ATTEST: THE CITY OF MIAMI,
a Florida municipal corporation
By:
Todd Hannon, City Clerk
APPROVAL FROM THE PLANNING
DEPARTMENT AS TO CONTENT:
David Snow, Planning Director
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
George K. Wysong III, City Attorney
Arthur Noriega V, City Manager
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Signed, witnessed, executed and acknowledged this day of
Witnessed by:
Printed:
Printed:
STATE OF )
) ss:
COUNTY OF )
, 20
ECORESILIENCY MIAMI LLC
a Delaware limited liability company
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
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Exhibit "A"
Legal Description of Overall Property/SAP Area
PARCEL 1
That portion of WATSON ISLAND lying and being in Sootier-3 31 and 32, Township 53 South,
Range 42 East, being more particularly described as follows:
Commence at ca pair` krown as F.T. STATION 25+50 of the official map of location and survey
of o portion, of Sec,ticar, 57+05, designated as 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 CcoJnty, Florida,
said Point being the point of tangency ol the centerline of the rnost Northerly curve of General
Douglas Macarthur CaJseway, running Soiutheastwardly from the Northwesterly` corner cr= Watson
Island and having a radius of 1432.69 feet and a central argle of 62 degrees i]C minutes 00
secords: 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 Herrin of the parcel to be described. (Said paint being also the Point of
Beginning of Ie are oreo 1 Miami Focht Club; thence South 09 degrees 52 min,Jtes 53 seconds
East, along the Southwesterly line of said lease area 1 and its Southeasterly extension for
857.30 feet; thence South 60 degrees 52 minutes 45 seconds West, for 223.24 feet to its
intersection ,with a line parallel and 100 fee. Northeasterly of the most Northerly right—of—way
line of said Macarthur Causeway; thence North 29 degrees 07 minutes 15 seconds West,
parallel to said right—of—way for ` 100.97 feet to a point of tangency: (A) .hence along a
tangential curve concave to the Southwest having a radius of 800.00 fact, a central angle of
25 degrees 16 minutes 16 seconds for an arc distance of 352.85 feet, thence Sc-ith 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,
staid point bears South 41 degrees 51 rnirutes 52 seconds 'Nes- frorr its center; (B) thence
olor staid u..arve having for its elements ca rodijs of 1090.64 feet, ca c:eritral angle of 6
•Jvyrces 4 / minutes 18 seconds for an arc distance cos 129.22 -c et to u poir;t of compoJrid
n.arvat.are; (0) thence along o compourd curve concave to the Southwest having for its
elerents n rcadi.a 3 of 1441.25 feet, a central angle of 20 degrees 27 minkates 49 records for
can 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 /26.4/ 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 secords East
for 63.38 feet; (2) thence South 86 degrees 09 minutes 34 seconds East for 68.47 feet; (3)
thence South 82 degrees 33 minutes 21 seconds East for 131.22 feet: (4) thence South 72
rnin'res 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes
;;rar.:1, East for ' 02.34 feet; (6) thence South 6'/ degrees 53 minutes 24 seconds East
-:.r 82.52 -cot; (7) thence South 69 degrees 05 min.ates 26 seconds East for 94.62 feet; (8)
;hence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly line of said lease Area 1, thenceSouth 08 degree. 07 minutes 15 seconds
East along said line for 288.12 feet to the Point of Beginning and there terminating.
LESS AND EXCEPT:
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That por tFon of WATSONISLAND IyIng card being it and 31-)
FEio nge 42 East described as =: Il cw s:
Commence at paint known as P.T. STATION 25 + 5C of the uffi da l m up o= locotion and
3urvsy 04 a or=ion of Section 8706 designated as a par_ oaf S_ote Road A-1—A in
Miami —Cade Florida as retarded in Plot Dook 55 r.1, Page 71 wf the Public Ree::i.1. ::r
Dade Canty. Florida, said point being the point 0= tange r c' o= the centerline of the most
northerly cure of General Douglas MacArthur Causeway, r•u n r ing southeasterly frorn the
northwesterly Corr er ot 'Watson Island and having a radius of 141.2_69 feet and a central argle
of [1 eclree 00 rn it Lr As 00 s e =ends: thence North EO rl e:a ree•s 52 rn ini res d 5 seconds East,
along the northca me rIy prolongation o= the radial line ot t h v a b vve r-icr-ioncd curve for e
distance cf :. cl feet to to r,n ir,- n -I, a en a-e rIy rIght—al—way line Of <Iid Mgr -Art h ar
Causeway as recorded in Cr=risiral Records .Bee.k 18018, at ='°age 117T and Of-ieiflI Records Cook
16.699, at Poge 1236 of the P.i hl i•n Records • f Code County, Florida; thence North 29 degrees
07 rfikirlutes 15 seconds Ylie ti, :a Ior• g. said rig ht—of—wdy lire, 256 28 feet :e d point of
curvature of a curve concave to the sauthwes-; thence northwester!). along the arc of said
curve, howiri .o radius of 926.00 feet and a ,vertral argle of 25 degrees 46 rninutes 26
sec 0r ds, a distance o= 416_55 feet; thence North 54 degrees S .3 rn inure s 41 seconds West,
3.51 feet to the Paint c' Beginning; thence continue North 51 degrees 53 rri n ates .1- seconds
West, 157.45 `eat to o poirt o= curvy:u re of a curve c on caste to :he so Jthwe s7; ther c e
northwesterly along the are: cf said c:Lare, having 43 radius ^f ' 454.2 5 feet anti a central angle
of 16 degrees 22 miru-os 32 seconds, a distance Oi 415.C.4 feet; thence North 16 degrees
43 rr in.Jtes 47 seconds East, radially to the lost and next d e E.r: rite d curve$, 4 distance of
4.77 foe: to a point or a non —tangent curve, aoneave to :he sauthwdst; thence northwesterly
along the arc of said curve, having o radius of 1459_02 feet and a central angle 0- G3
degrees 50 minutes 66 seconds, a diseonce cif 97.8g feet ,the preceding six courses and
distance b e it g coincident with the easterly and n r: rtheasterly right—of—way line of said
MacArthur Causeway as recorded in O'ficia1 'accords 3ook 18018, at Pog€ 1171 and CWicis1
Fseoords E;aca4. 16699,, ot rage 1236 of the Public Records of Cede County); thence South 34
degrees 54 minutes 16 seconds 'd'es-, 1.6_80 feet to a point of curvature of a rern—tongcnt
cur vc cor e eve to the southwest (a radical line to said paint boa r a North 14 degrees 36.
ri i r utes 5 ;ecor d: East); thence southeasterly along the arc of said curve, havl r a radius
ot 1441.25 ard a central angle o= 20 degrees 27 minutes 49 secor ds, a distance o= b 14. d5
feet to a point of compound C arat are of a cure concave 70 the s.; uth west; thence
southeasterly aIang the arc cif said curve, having a radius of 1 Uc9'3.64 _cot and a cartral argle
of .17.6 degrees 47 rrIrrl-: s '. se•-onds, g distance oar 129.22 feet; thence North 90 degrees
CD rrin.itcs 00 seconds East, „ .iJ tam to .F-o Pain ot Ueginnlry.
TOGETHER WITH THE FOLLOW Irk O LANCC S-
That portion of YOATSON ISLAND lying and Cueing irk Sec.ions 31 and 32, TQWF t IIlp 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 a portion ec-ion 6706. designated as a rnrt of State Rood .A-1—A Dade County. Florida
as recorded in Him Jook 56, -'ace , ' ot the I-' jbl ic. ' ccord s at Miami —Cade Co a nty. Fl aridc,
said print being :he point or tange rcy 0 the centerline of -he r7: t r r-I' arly c.irve of General
Ccuclsas MacArthur Causeway, runrlinc; southeasterly from 7.F•e rUgrner of Watson
Island ard having a radius of 14.37_69 feet or d =n c en-ral ar :. I _ degrees ❑O minutes Ites DC-
ecord:i Fence North 60 degiettu riir.urteu 45 securd:.; Ecaut_ uIIor -lie r crtheosterly-
prolangatiDn o` the radial Iine of -ha bova men:io,ned curse for a •1k.-.ince of 570.74 feet;
thence So.ath D9 degrees 52 minutes 53 seconds East, .387..30 -:. - -, -he Point of Sea inni ng;
thence Ga nti r u e SO Jth Up degrees 52 mi r ukes .5.3 seconds East,. 4 . feet; they G e North 5O
degrees 52 minutes -15 seconds East, 3).7 =eet. thence rkcr-h C5 :l::t:rees 15 minutes 06
sccords West, 49.29 feet; thcrce North 09 decrees 52 minutes 55 seconds Wcst, 1 t3U.24 feast;
thence North ' 3 degrees 41 minutes 45 t:: n d s West,, 134.3 feet; thence N;, rth ' degrees
41 minutes 1 `a seconds Wes:, g 4.0 J feet; zhence South 89 degrees .52 minutes 31 seconds
West, 1..0 3 feet -r the 'oi nt of Beginning.
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PARCEL II ( purtie n ent Erl se rnert)_
hen -Exclusive Easement= firth in that certain Lease and Development Agreement dated
September 2, 1997, by „Ir J 1.. -°,a a ^r CITY OF I 'M I, o rnu r ici p al corporation pi ihe State of
Flcridq, qs kincllord. ainc1 P F=.. �T r.I aLE A.1 GARDENS OF WATSCN I L h�a, I ., q Floricdi
corpr rcakicn, as tenor'-. Qs :.':I.i:I .. 1 1.: -I :: 'elerri rurldum et Lccasai filed Jcrlu:iry U, 2C1C1 at
0"1..1a1 Record QOr. ''Jll .1 - i - r -he Madi=icakion of Lease and
v4ail a arr�ent reerrv-I - r - 1 1- 111' i kiI cr is Book '20602, Page 34&7; * Barth r
modified by _h a se c"l+ l lr Third V od ifi catia n to Lease and Development Agreement
dated October 29, 2: '.- . 11 I F 1r -f h iadif is :at icr to Lease <7rid Ceyel' p rr• ent . air eer- ier I der.e J
Jun 24, 2GJ9; as 7. 00 E.:. JI Leasehold, LLC, a Florida ecmpany°
(Assignee Lessee) pursuant to r.i . ° A,ss igr rient and um pt for ree rr° ent and Termination of
ublense recorded in `filial Records €3Dok 30486, Page 2bfg:: as further af'ected by the
S p eoia I Warrar'i-y Deed 'or i rri p raver°nente to ESwJ JI Leasehold, LLG, c Florida I i rrited lia b it ity
company recorded in CtticiDI Records Rack 3O4 6, Page 2I 5 ; and as further arrendment by
the Aryiendrhent to Mnrn,^:rendurn of Lease recorded it Of'ki:il Rer:.ard$ hooi 3'"��i r 'age 4617,
. t the Public Records rds at Miami -Dude County,. Florida, being rno r e particularly described a s
follows:
(i) for she tielrporary use of Watson Island during construction r' leasehold
improvements by Lessee or the Sub ect Propery. (ii) in savor cif Lessee, on a non-exclusive
irstallat:ion, r peratior, rr°rainterance, repair. rr pIacerrent, rel ti .ati ar. and removal of
rili- -i.:ilitles such as water lines, fire lards, gas maairs, electrical power fires, telephone Tines,
revers and other utility lines and facilities, it c ludi n j recasor able rights of
irr;ress for the non-exclusive right and eo5emer7 for un.r: s-ruCted vehi ular
ard -r)lv -I-c Subject. Property to Macr'rthur Causeway; (iv) 'or the non-exclusive
I I:,IIt oe- Li- -:: a ,v I::rtior c W'a:sor Island, which 'Watsor Ilford is depicted by sketch in
the Lease (slued")., in common with the public, sub:e_: to -he Lessor's right to
res:ric7. portions of Vr:it • ::17 Island "or repson°ible periods durrlr1;1 special events, for the
unobstructed p cdestri a r° ACCESS to a r d from the 'Subject Property by Lessee, subtenants c rd
their Cmpl c'v, r _ , .cast'm'rs and irryi7eas 7.0 all of the public areas of Watson Island; ( )
for the rocscarable right and eosernert to enter 'onto those portions of Watson Island far the
purpose of performing ing Ma5intenance ard repairs to tFhe Lessee's Leasehold Improvements; lard
(vi) for than 1,or1-exvlusive rights and eaarerrents for installation, n, m air -ten ar ce, repair sand
replacement of utility =acitikies and for pedeatrien and vehicular access to and `rom -.he
adjacent pot -ions o' kva7son Island to ;he Subject Property as such Iaacticr:s as 'ray be
approved by the Lessor tram time to time_
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DRAFT DATED 11-19-2025
Exhibit `B"
Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying and being Sectiorts 31 and 32, Township53 South,
Range 4.2 East, being more particularly described asfoLlows_
Commence at a point known as RT. STATION 25450 of the official map of location nrid
surveyof a portion of Section 8706, designated as a pert of State Road A-1-Ain Dade
County, Florida as recorded in Plat Bock 56 at Page 71 of the Public Records of Dada
County, Florida, said Folrrt being the point of tangency of the centerline of the most
iortherlycurve of General Douglas Mace rthur Causeway, running Southeestwardlyfrom
the Northwesterly corner of Watson Island and having a radius of 1432.89 feet and a central
angle of 62 degrees 00 minutes 00 seconds; thence run North 60 degree 52 minutes 45
seconds East, along the NOrthee;sterLy 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 ofBeg nningcf lease area 1 Miami Yacht Club;
thence South 09 degrees 52 minutes 53 seconds East, along the Southwesterly line of said
lease area 1 and its Southeasterly extension for 857.30 feet; thence South 60 degrees 52
minutes 45 seconds West, for 223,24 feet to its intersection with a tine parallel and 100 feet
NortheasterLycf the most Northerly right-of-way line of said MacarthurCauseway; thence
North 29 degrees 07 minutes 15 seconds West, parallel to said right-cf-way for 1100.97
feat to a point of tangency; (A) thence along a tangential curve concave to the Southwest
having a radius of 800.00 feet, a central angle of 25 degrees 16 minutes 'S seconds for an
arc distance of 352.85 feet, thence South 90 degrees 00 minutes 00 seconds West for
4,95 feet to its intersection with the Northerty right-of-way line of said Macarthur
Causeway and a circular curve concave to the Southwest, said point hens South 41
degrees 51 minutes 52 seconds West from its center; (B) thence along said curve having for
its elements a radius of 1090.64 feet, a central angle of 5 degrees 47 minutes 18 seconds
for an arc distance of 129.22 feet to a point of compound curvature; (C) thence along a
compound curve concave to the Southwest having for its elements a radius of 1441.25
feet, a central angle of 20 degrees 27minutes 49 seconds for an arc distance of 514,75
feet; (D) thence North 34 degrees 54 minutes 16 seconds East for 333.29 feet; thence
South 55 degrees 05 minutes 44 seconds, East for 726.47 Meet to its intersection with the
approximate shoreline of Biscayne Bay; thence continue along said shoreline for the
fo4towingeight courses (1) South BS degrees 21 rrf.inutes 37 seconds East for 63.38 feet: (2)
thence South 85 degrees 09 minutes 34 seconds East for 60.47 feet; (3) thence South 52
degrees 33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
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DRAFT DATED 11-19-2025
minutes 34 seconds East for 87.21 feet; (5) thence South 69 dogrccs 29 minutes 02
seconds East for 102.34 feet; (6} thence South 67 degrees 53 minutes 24 seconds East for
82.52 feet; (7) thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8)
thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly lima of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said Line for 288.12feet to the Point of Beginnkng 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 F.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 Renords 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 soUthaasterlyfrorn the
northwesterly corner of Watson island and halving a radius of 143.69 feat and a central
angle of 62 degrees O0 minutes 00 seconds; thence North 60 degrees 52 minutes 45
seconds. East, along the northeasterly prolongation of the radial line of the above
mentioned cure 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, et Page 1171 and
Official Records Book 18699, at Page 1236 of the Public Records of Dade County, Florida:
thence North 29 degrees 07 minutes 15 seconds West, along said right-of-way line, 256.28
feet to a point of curvature of a curve concave to the southwest; thence northwesterly
along the arc of said curve, havinga radius of 926.00 feet and a central angle of 25 degrees
46 minutes 26 seconds, a distance of 416.55 feet; thence North 54 degrees 53 minutes 41
seconds West, 3.51 feet to the Point of Beginning: thence continue North 54 degrees 53
minutes 41 seconds vest, 157.45 feet to a point of curvature of a curve concave to the
southwest; thence northwesterly along the arc of sal 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 forth 18 degrees 43 minutes 47 seconds East, radially to the last and next
described curves, a dislarlce of 4.77 feet to a point on a non -tangent curie, concave to the
southwest; thence northwesterly along the arc of said curve, having a radius of 1459,02
feet and a. cerstraI angle of 03 degrees 50 rninutes 33 seconds, a distance of 97.89 feet (the
27
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preceding six courses and distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas recorded in Official Records Book 18018,
at Page 1171 and Official Records Book 18699, at Page 1236 of the Public Records of Dade
County); thence South 34 degrees 54 minutes 16 seconds West,18.30 feet to a point of
curvature of a non -tangent curve cones to the southwest (a radial Line to said point bears
North 14degrees 36 minutes 45seconds East); thence southeasterly along ttle DEG of said
curve, having a radius of 1441.25 and a central angle of 2.0 degrees 27 minutes 49 seconds,
a distance of 514.75 feet to o point of compound curvature of a curve concave to the
southwest; :rlence southeasterly along the arc of said curve, having a radius of 1090.54
feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22 feet;
thence North 90 degrees 00 minutes GO seconds East, 35.33 feet to the Print of Beginning_
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND Tying and being in Sections 31 and 32, Township 53 South,
Range 42 East, described as follows;
Commence at a point known es P.T. STATION 25+0 of the official map ct location and
survey of a portion of Section 8706, designated as a part of State Road A-1-A Dade County,
Florida as recorded In Plat Book 56, Page 71 of the Public Records of Miami -Dade County,
Florida, said point being the point of tangency of the centerline of the rriost northerly curve
of GeneraL Douglas MacArthur Causeway, running so utheasterly from the northwesterly
corner of Watson Island and having a radius of 1432.69 feet and a central angle of 62
degrees 00 minutes 00 seconds; thence North 60 degrees 52 minutes 45 seconds East,
a tong the northeasterly prolongation of the radial Elne 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,
470,0O 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
rnn[n utes 53 seconds West, 180.24 feet; thence North 13 degrees 41 minutes 45 seconds
West, 134.32 feet; VI errce North 13 degrees 41 MEn utes 15 seconds West, 94.07 feet;
thence South 89 degrees 32 minutes 37 seconds West,15.03 feet to the Point of Beginning,
FLIRT} ER LESS AND EXCEPT THE FOLLOWING:
LEGAL DESCRIPTION:
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DRAFT DATED 11-19-2025
PARCEL II (Residential Property):
That portion of WATSON N ISLAND Lying and being in Sections 31 and 32, Tpwr.s hi p 53 South,
Range 42 East, being more. particularly described as follows:
Commence at a point known. as P.T, STATION 26 + 60 of the official map of leeatir n and
survey ofaportion of SectIDn87O5designated asapart ofState Road A-]-AinMiami-Dade
County,. Florida as recorded in Plat Book 55 at Page 71 of the Public Records of Dade
County. Florida; thence N 6Q1'52'45" E trar 1 e5.00 feet, the fdllowln twc (2) courses being,
along the Northeasterly night of way Line of General Dougtas MacArthur Causeway;1)
thence $ 9°'07" 15" E for 152.11 feet to the Point of Beginning; 2) thence continue S
29°07'16" E for 657_ 1 feel; thence N 60°52'45'' E for 223.24 feet; 'th nce N 0°5 '45" E for
30.75 feet; thence N 08°45'06" W for 49.29 feet: thence N 09°52'53" W fir 180,24feet:
thence N 13°41'45" W for 134,32 feet; thence N 13°41'15' W for 94.07 feet; thence
89 3 ' 37" W for 15.03 feet; thence N O94b2"53" W for .226.20 feet; thence 6i°52'45" W fo r
452.65 feet to the Point of Beginning..
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Exhibit "C"
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 rrore particularly described os follows_
Commence at a point known as P,T. STATION 25 + 50 of the official reap of locution and
survey of a portion of Section 8706 designated as a part of State Road A-1—A in
Miarni—Dade Co.arty, Florida as recorded in Plat Book 56 at Page 71 of the Public Records of
Dade Courty, Florida; thence N 60'52`45' E for 165.00 feet, the followirg two (2) courses
being along the Northeasterly right of way line of Caneral Douglas MacArthur Causeway; 1)
thence S 29.07'15" E for 152.11 feet to the Reim of Beginninc; 2) thence oontirje S
29'07'15" E for 657.31 feet; thence N 60'52'45" E for 223.24 fret; thence \J 60'52'45" E for
30.75 feet; thence N 08'45'0fi'° W for 43.29 feet; thence 'N for 1 B0.24 feet;
thence N 13'41'45' W for 13,1.32 feet, thence N 13`�11'°5" '! for 9,1,07 =ee:; thence S
89'32'37" W for 15.03 feet thence N 09'52'53' W for 225.20 f(L t; thence S 60'52'45" W for
452.65 feet to the Point of Beyinriro.
THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP
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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.
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"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
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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.
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"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.
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"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 Depaitiuent).
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
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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 34(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 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 34(a)
of the Development Agreement, to cure any monetary or non -monetary event of default of the
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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
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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.
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Exhibit 1 Legal Description of City Property
PARCEL I (City Property):
That portion ofWATSON ISLAND Eying and being irrSect ions31 in 37,-awnship53South,
Lange 4.2 East, being more particularly described asfoLlows_
Commence at a point kno rl as RT, STATION 254510 of the official rnap of location nrid
survey of a portion of Section 8706, designated as a pert of state Road A-1-Ain Dade
County, Florida as recorded in Plat8oak 56 at Page 71 of the Public Records of Dada
County, Florida, sell Point being the point cif tangency of the centerline of the most
iortherLycurve of General Douglas Mace rth u r Causeway, running Sorutheestwardlytorn
the Northwesterly corner of Watson island and having a radius of 1432.89 feet and central
angle of 62 degrees 00 minutes 00 second; thence run North 60 degree. 52 minutes 45
seconds East, along the NO rthea;sterLy prollorngation of the radial line of the alp
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 Paint ofBeg nningof lease area 1 Miami Yacht Club;
thence South 09 degrees 52 minutes 53 seconds East, along the SouthwesterLy line of said
lease area 1 and its Southeasterly extension for 857.30 feet; thence South 60 degrees 52
minutes 45 seconds West, for 223,24 feat to its intersection with a tine parallel and 100 feet
N ortheasterLy of the most Northerly right-of-way line of said Macarthur Causeway; thence
North 29 degrees 07 minutes 15 seconds West, parallel to said right-of-way for 1100.97
fear to a point of tangency; (A) thence along a tangential aura concave to the Southwest
having a radios of 800.00 feet, a central angle of 25 degrees 16 minutes 'S seconds for an
arc distance of 352.85 feet, thence South 90 degrees 00 minutes 00 seconds West
4,95 feet to its intersection with the Northerty right-of-way line of said Mace rthur
Causeway end a circular curve concave to the Southwest, said point bears South 41
degrees 51 minutes 52 seconds West from its center; (B) thence along said curve having for
itc € l,ements a radius of 1090.64 feet, a central angle of 5 degrees 47 minutes 18 seconds
for an arc distance of 129.22 feet to a point of compound curvature; (C)1h-enca 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 333.29 feet; thence
South 55 degreesin minutes 44 seconds, East for 726.47 Meet to its intersection with the
appro dmate shoreline of Biscayne Bay; thence continue along said shoreline for the
fottowi ng eight courses (1) South BS degrees 21 m nutes 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
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minutes 34 seconds East for 87.21 feet; (5) thence South 69 dogrocs 29 minutes 02
seconds East for 102.34 feet; (6} thence South 67 degrees 53 minutes 24 seconds East for
82.52 feet; (7) thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8)
thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly lima of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said Line for 288.12feetto the Point of Beginnkng end 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 Renords of Dade
County, Florida, said point being the point of tangency of the centerline of the most
northerly curve of General DougLas MacArthur Causeway, running southeasterly from the
northwesterly corner of Watson island and halving a radius of 1432.69 feat and a central
angle of 62 degrees O0 minutes 00 seconds; thence North 60 degrees 52 minutes 45
seconds. East, along the northeasterly prolongation of the radial line cf the above
mentioned cure for a distance of 130.00 feet to a paint on the easterly right-of-way line of
said MacArthur Causeway as recorded in Official Records Book 18018, et Page 1171 and
Official Records Book 18699, at Page 1235 of the Public Records of Dada County, Florida:
thence North 29 degrees 07 minutes 15 seconds West, along said right-of-way line, 256.28
feet to a point of curvature of a curve concave to the southwest; thence northwesterly
along the arc of said curve, havinga radius of 926.00 feet and a central angle of 25 degrees
46 minutes 26 seconds, a distance of 416.55 feet; thence North 54 degrees 53 minutes 41
seconds West, 3.51 feet to the Point of Beginning: thence continue North 54 degrees 53
minutes 41 seconds vest, 157.45 feet to a point ofcurvature of a curve concave to the
southwest; thence northwesterly along the arc of sal 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 forth 18 degrees 43 minutes 47 seconds East, radiailyto the last and next
described curves, a distance of 4.77 feet to a point ern a non -tangent curve, concave to the
southwest; thence northwesterly along the arc of said curve, having a radius of 1459,02
feet and a. cerstraI angle of 03 degrees 50 rninutes 33 seconds, a distance of 97.89 feet (the
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preceding six cvursesand distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas recorded in Official Records Bock 18018,
at Page 1171 and Official Records Book 18699, at Page 1236 of the Public Records of Dade
County); thence South 34 degrees 54 minutes 16 seconds West 18.80 feet to a point of
curvature of a non -tangent curve cones to the southwest (a radial Line to said point bears
North 14degrees 36 minutes 45seconds East); thence southeasterly along ttle DEG of said
curve, having a radius of 1441.25 and a central angle of 2.0 degrees 27 minutes 49 seconds,
a distance of 514.75 feet to o point of corxrpound curvature of a curve concave to the
southwest; :Hence southeasterly along the arc of said curve, having a radius of 109E154
feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22 feet;
thence North 90 degrees 00 minutes GO seconds East, 35.33 feet to the Print of Beginning_
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND Tying and being in Sections 31 and 32, Tnwnship 53 South,
Range 42 East, described as follows:
Commence at a point known es RT. STATION 25+50 of the official map ct location and
survey of a portion of Section 8706, designated as a part of State Road A-1-A Dade County,
Florida as recorded In Plat Book 56, Page 71 of the Public Records of Miami -Dade County,
Florida, said point being the point of tangency of the centerline of the rriost northerly curve
of GeneraL Douglas MacArthur Causeway, running southeasterly from the northwesterly
corner of Watson Island and having a radius of 1432.69 feet and a central angle of 62
degrees 00 minutes 00 seconds; thence North 60 degrees 52 minutes 45 seconds East,
along the northeasterly prolongation of the radial fine 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 n'rirruteS 06 serrunds West, 49.29 feet: /hence North 09 degrees 52
rn[nutes 53 seconds West, 180.24 feet; thence North 13 degrees 41 ml.nutes 45 seconds
West, 134.32 feet; thence North 13 degrees 41 MEnutes 15 Seconds' West, 94.07 feet;
thence South 89 degrees 32 minutes 37 seconds West,15,03 feet to the Point of Beginning,
FURT1•1ER LESS AND EXCEPT THE FOLLOWING:
LEGAL DESCRIPTION:
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PARCEL II (Residential Property):
That portion of WATSON N ISLAND Lying and being in Sections 31 and 32, Tpwr.s hi p 53 South,
Range 42 East, being more. particularly described as follows:
Commence at a point known. as P.T, STATION 26 + 60 of the official map of leeatir n and
survey ofaportion of SectIDn87O5designated asapart ofState Road A-]-AinMiami-Dade
County,. Florida as recorded in Plat Book 55 at Page 71 of the Public Records of Dade
County. Florida; thence N 6Q1'52'45" E trar 1 e5.00 feet, the fdllowln twc (2) courses being,
along the Northeasterly night of way Line of General Dougtas MacArthur Causeway;1)
thence $ 9°'07" 15" E for 152.11 feet to the Point of Beginning; 2) thence continue S
29°07'16" E for 657_ 1 feel; thence N 60°52'45'' E for 223.24 feet; thence N 0°5 '45" E for
30.75 feet; thence N 08°45'06" W for 49.29 feet: thence N 09°52' 53" W fir 1 SQ, 24 feet:
thence N 13°41'45" W for 134,32 feet; thence N 13°41'15' W for 94.07 feet; thence
89 3 ' 37" W for 15.03 feet; thence N O94b2"53" W for .226.20 feet; thence 60*52'45" W fo r
452.65 feet to the Point of Beginning..
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Exhibit 2 Legal Description of Residential Property
That portion of WATSON ISLAND I;;ing and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more partic+larly described as follows_
Commence at a point known as P.T. STATIO\ 25 + 50 of the official map of locution and
survey of a portion of Section 8706 designated as a part of State Road A-1—A in
Miami —Dade Co.jrhty. 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 foll•awirg two (2) courses
being along the Northeasterly right of way line of General Douglas MacArthur Causeway; 1)
thence S 29'07'15" E for 152.11 feet to the Point of Beginning; 2) therce continue S
291'07'15" E for 657.31 feet; thence N 60'52'45" E for 223.24 feet; thence v 60'52'45" E for
30.75 feet; thence N 08'45'06" W for 49.29 feet: thence N 09'52°53" .W for 1 B0.24 feet;
thence N 13'41'45' W for 134=.32 feet; thence N 13`41't5' W for 94.07 fee.; thence 5
89'32'37" W for 15.03 feet; thence N 09'52'53" W for 226.20 feet; thence 60'52'45" W for
452.65 feet to the Point of Beginning,
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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
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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
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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)
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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.
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"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 waterfront 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
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or a portion thereof, and all fixtures located or to be located therein (including any
replacements, additions and substitutes thereof) for the development of the Public Park on
the City Property in accordance with the requirements of this Exhibit.
"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
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any such easements or restrictive covenants and related documents shall be reasonably acceptable
to the City Manager, which acceptance shall not be unreasonably withheld or delayed.
Notwithstanding any contrary provisions in this Exhibit, nothing herein shall waive the
requirement under Applicable Law to obtain City Commission approval for any requested
restrictive covenants, easements, or other interests in land, or for any amendments or modifications
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 and Watson Island 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
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shall not be counted towards the Park Allowance. For example, if Park Developer expends
$7,000,000 on soft costs, the remaining Park Allowance shall not be less than $33,000,000 (i.e.,
$37,000,000 less the $4,000,000 cap on soft costs). If Park Developer expends $2,000,000 on soft
costs, the remaining expenditures for the development and construction of the Public Park
Improvements together with any Park Allowance Savings paid to the City in accordance with this
Section 6 below shall not be less than $35,000,000 (i.e., $37,000,000 less the $2,000,000 expended
on soft costs). Fees charged by the City in connection with the Public Park Improvements,
including, without limitation, permit fees, impact fees, and Art in Public Places contributions, shall
not count towards the $4,000,000 limit on soft costs, but such fees shall count towards the Park
Allowance. Prior to the start of construction of the Public Park, Park Developer shall submit to
City a 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
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the Public Park. City's approval shall be in its proprietary capacity as owner of the
City Property and not in its regulatory capacity as a municipality or other
governmental body and shall be limited to determination of consistency with the
requirements of this Exhibit, including the Conceptual Plan.
The plans to be reviewed and approved by City in the manner set forth below shall
include the plans and specifications, drawings, calculations and data setting forth
in detail the Construction Work Park Developer proposes to perform, along with
the manner of and critical path timeline for performing the same ("Construction
Plans").
Park Developer shall submit progress drawings for the Construction Plans to City
for review and approval as to compliance with the Conceptual Plan and the items
listed in subsection (b) below at the following stages:
(i) 30% Progress Drawings: Park Developer shall submit the initial set of
Construction Plans, including design details, at 30% completion of
construction documents for the City's review and comment. The City shall
provide feedback and approval, or request revisions for inclusion in the
50% Progress Drawings, within forty-five (45) days of receipt in
accordance with the City Approval Process.
(ii) 50% Progress Drawings: Park Developer shall submit a second set of
Construction Plans at 50% completion of construction documents. This
submission will incorporate revisions from the 30% review, and shall
include further details such as structural, mechanical, and electrical plans.
The City shall provide feedback and approval, or request revisions, within
forty-five (45) days of receipt in accordance with the City Approval
Process.
(iii) Final Drawings: Park Developer shall submit the final set of construction
plans, including all details and specifications, for the City's final review
and approval. City shall provide feedback and approval, or request
revisions, within forty-five (45) days of receipt in accordance with the City
Approval Process.
Upon receipt of each set of Construction Plans at the stages specified above, the
City shall have the right to make modifications to such Construction Plans
consistent with the Conceptual Plan and provided the same do not result in changes
that would reasonably exceed the Park Allowance.
Park Developer shall not proceed with construction of the Public Park
Improvements until the City has approved the final Construction Plans. The
proposed materials, fixtures, machinery and equipment to be installed or used in
the development and construction of the Public Park Improvements, such as
playground and exercise equipment, shall adhere to the "Park Design Standards"
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provided by the City of Miami Parks Department during the design
development/construction plans stages.
The final Construction Plans as approved by City shall bear the seal of Park
Developer's architect or engineer. The Construction Plans shall be in sufficient
detail for a contractor to perform the work shown thereon and shall separately
identify each item of work and shall describe, in commercially acceptable detail,
the systems, improvements, fixtures and equipment to be installed by Park
Developer. Park Developer shall submit such additional data, detail and/or
information as City may reasonably request in order to properly review Park
Developer's Construction Plans at the stages specified above to the extent
permitted hereby.
In the event that City disapproves or requires amendments to Park Developer's
Construction Plans at any of the aforementioned stages (which disapproval is
subject to the limited scope of City's review and approval rights as set forth in
subsection (b) below), City must do so in writing delivered to Park Developer
within thirty (30) days of City's receipt of such plans and such other information
reasonably requested by City in connection therewith in accordance with the City
Approval Process. City's notice shall include, without limitation, a reasonable
explanation of the reason(s) for City's objection(s) to allow Park Developer to
modify accordingly. Park Developer shall, within thirty (30) days of receipt of
such notice, or such longer period of time as City shall determine, in writing, is
reasonable in light of the requested modifications, modify the Construction Plans
in accordance with the reasons set forth in City's disapproval notice. City shall be
required to approve or disapprove by written notice to Park Developer any
resubmitted Construction Plans within thirty (30) days of its receipt of same in
accordance with the City Approval Process (so long as any disapproval notice
contains the same detail as required above). City and Park Developer shall
reasonably cooperate to resolve any disagreement regarding the Construction
Plans.
(b) Construction Plans Approval
Following City's receipt of Park Developer's Construction Plans, City, in its
proprietary capacity, shall give its written approval thereto or shall request
revisions or modifications thereto in accordance with subsection (a) above. City
may refuse to grant approval only if, in its reasonable opinion, any of the proposed
Construction Work as set forth in the Construction Plans:
(i) is unsafe, unsound, hazardous or improper for the use and occupancy for
which it is designed; or
(ii) is designed for use for purposes other than those authorized under this
Exhibit; or
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(iii) is inconsistent in any material respect with the approved Conceptual Plan
as modified in accordance with the terms of this Exhibit from time to time
or otherwise by mutual agreement of the parties; or
(iv) is inconsistent in any material respect with changes requested by the City
pursuant to subsection (a) above in compliance with the approved
Conceptual Plan; or
(v) is inconsistent in any material respect with the Park Design Standards; or
(vi) does not comply with any Applicable Laws (excluding any pending
permits, variances, approvals or consents being sought by Park Developer
in connection with the work); or
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
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procurement methods authorized by that statute; or, in the event that Park Developer elects to
utilize a design -build delivery method for the Public Park, Park Developer shall select the design -
build contractor in accordance with the two -phased competitive procurement method set forth in
Section 287.055, Florida Statutes. Pursuant to Section 287.05701, Florida Statutes, when
procuring contractors for the Public Park, Park Developer shall not request documentation of, or
consider, the social, ideological or political interests of a proposer when determining if a proposer
is a responsible proposer, nor will Park Developer give preference to a proposer based on the
proposer's social, ideological or political interests. Notwithstanding anything in this 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
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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
(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
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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
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
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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.
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 33(a) of the Development Agreement, Park Developer may freely assign the obligation of
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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
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 33(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
34(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 34(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;
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provided, however, that during the period in which any foreclosure proceedings are pending, all
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 34(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
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Homeland Security' s E-Verify system to verify the work authorization status of all new employees
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
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defined in Section 287.135, Florida Statutes, and Park Developer shall require that each of its
suppliers, contractors, subcontractors, or consultants affirm that it complies with the foregoing
prior to entering into any such contract.
(e) Anti -Human Trafficking. Park Developer confirms and certifies that neither it, nor
any entity engaged by it for the project contemplated herein, is in violation of Section 787.06,
Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined
in Section 787.06, Florida Statutes. The Park Developer shall execute and submit to the City an
Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached
an incorporated herein as Exhibit "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 MAY ALSO CONTACT THE
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RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS
ADMINISTERING THIS CONTRACT.
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Exhibit 1 Legal Description of City Property
PARCEL I (City Property):
That portion ofWATSON ISLAND Eying and being irrSect ions31 in 37,-awnship53South,
Lange 4.2 East, being more particularly described asfoLlows_
Commence at a point kno rl as RT, STATION 254510 of the official rnap of location nrid
survey of a portion of Section 8706, designated as a pert of state Road A-1-Ain Dade
County, Florida as recorded in Plat8oak 56 at Page 71 of the Public Records of Dada
County, Florida, sell Point being the point cif tangency of the centerline of the most
iortherLycurve of General Douglas Mace rth u r Causeway, running Sorutheestwardlytorn
the Northwesterly corner of Watson island and having a radius of 1432.89 feet and central
angle of 62 degrees 00 minutes 00 second; thence run North 60 degree. 52 minutes 45
seconds East, along the NO rthea;sterLy prollorngation of the radial line of the alp
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 Paint ofBeg nningof lease area 1 Miami Yacht Club;
thence South 09 degrees 52 minutes 53 seconds East, along the SouthwesterLy line of said
lease area 1 and its Southeasterly extension for 857.30 feet; thence South 60 degrees 52
minutes 45 seconds West, for 223,24 feat to its intersection with a tine parallel and 100 feet
N ortheasterLy of the most Northerly right-of-way line of said Macarthur Causeway; thence
North 29 degrees 07 minutes 15 seconds West, parallel to said right-of-way for 1100.97
fear to a point of tangency; (A) thence along a tangential aura concave to the Southwest
having a radios of 800.00 feet, a central angle of 25 degrees 16 minutes 'S seconds for an
arc distance of 352.85 feet, thence South 90 degrees 00 minutes 00 seconds West
4,95 feet to its intersection with the Northerty right-of-way line of said Mace rthur
Causeway end a circular curve concave to the Southwest, said point bears South 41
degrees 51 minutes 52 seconds West from its center; (B) thence along said curve having for
itc € l,ements a radius of 1090.64 feet, a central angle of 5 degrees 47 minutes 18 seconds
for an arc distance of 129.22 feet to a point of compound curvature; (C)1h-enca 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 333.29 feet; thence
South 55 degreesin minutes 44 seconds, East for 726.47 Meet to its intersection with the
appro dmate shoreline of Biscayne Bay; thence continue along said shoreline for the
fottowi ng eight courses (1) South BS degrees 21 m nutes 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
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minutes 34 seconds East for 87.21 feet; (5) thence South 69 dogrocs 29 minutes 02
seconds East for 102.34 feet; (6} thence South 67 degrees 53 minutes 24 seconds East for
82.52 feet; (7) thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8)
thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly lima of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said Line for 288.12feetto the Point of Beginnkng end 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 Renords of Dade
County, Florida, said point being the point of tangency of the centerline of the most
northerly curve of General DougLas MacArthur Causeway, running southeasterly from the
northwesterly corner of Watson island and halving a radius of 1432.69 feat and a central
angle of 62 degrees 00 minutes 00 seconds; thence North 60 degrees 52 minutes 45
seconds. East, along the northeasterly prolongation of the radial line cf the above
mentioned cure for a distance of 130.00 feet to a paint on the easterly right-of-way line of
said MacArthur Causeway as recorded in Official Records Book 18018, et Page 1171 and
Official Records Book 18699, at Page 1235 of the Public Records of Dada County, Florida:
thence North 29 degrees 07 minutes 15 seconds West, along said right-of-way line, 256.28
feet to a point of curvature of a curve concave to the southwest; thence northwesterly
along the arc of said curve, havinga radius of 926.00 feet and a central angle of 25 degrees
46 minutes 26 seconds, a distance of 416.55 feet; thence North 54 degrees 53 minutes 41
seconds West, 3.51 feet to the Point of Beginning: thence continue North 54 degrees 53
minutes 41 seconds vest, 157.45 feet to a point ofcurvature of a curve concave to the
southwest; thence northwesterly along the arc of sal 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 forth 18 degrees 43 minutes 47 seconds East, radiailyto the last and next
described curves, a distance of 4.77 feet to a point ern a non -tangent curve, concave to the
southwest; thence northwesterly along the arc of said curve, having a radius of 1459,02
feet and a. cerstraI angle of 03 degrees 50 rninutes 33 seconds, a distance of 97.89 feet (the
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preceding six cvursesand distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas recorded in Official Records Bock 18018,
at Page 1171 and Official Records Book 18699, at Page 1236 of the Public Records of Dade
County); thence South 34 degrees 54 minutes 16 seconds West 18.80 feet to a point of
curvature of a non -tangent curve cones to the southwest (a radial Line to said point bears
North 14degrees 36 minutes 45seconds East); thence southeasterly along ttle DEG of said
curve, having a radius of 1441.25 and a central angle of 2.0 degrees 27 minutes 49 seconds,
a distance of 514.75 feet to o point of corxrpound curvature of a curve concave to the
southwest; :Hence southeasterly along the arc of said curve, having a radius of 109E154
feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22 feet;
thence North 90 degrees 00 minutes GO seconds East, 35.33 feet to the Print of Beginning_
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND Tying and being in Sections 31 and 32, Tnwnship 53 South,
Range 42 East, described as follows:
Commence at a point known es RT. STATION 25+50 of the official map ct location and
survey of a portion of Section 8706, designated as a part of State Road A-1-A Dade County,
Florida as recorded In Plat Book 56, Page 71 of the Public Records of Miami -Dade County,
Florida, said point being the point of tangency of the centerline of the rriost northerly curve
of GeneraL Douglas MacArthur Causeway, running southeasterly from the northwesterly
corner of Watson Island and having a radius of 1432.69 feet and a central angle of 62
degrees 00 minutes 00 seconds; thence North 60 degrees 52 minutes 45 seconds East,
along the northeasterly prolongation of the radial fine 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 n'rirruteS 06 serrunds West, 49.29 feet: /hence North 09 degrees 52
rn[nutes 53 seconds West, 180.24 feet; thence North 13 degrees 41 ml.nutes 45 seconds
West, 134.32 feet; thence North 13 degrees 41 MEnutes 15 Seconds' West, 94.07 feet;
thence South 89 degrees 32 minutes 37 seconds West,15,03 feet to the Point of Beginning,
FURT1•1ER LESS AND EXCEPT THE FOLLOWING:
LEGAL DESCRIPTION:
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PARCEL II (Residential Property):
That portion of WATSON N ISLAND Lying and being in Sections 31 and 32, Tpwr.s hi p 53 South,
Range 42 East, being more. particularly described as follows:
Commence at a point known. as P.T, STATION 26 + 60 of the official map of leeatir n and
survey ofaportion of SectIDn87O5designated asapart ofState Road A-]-AinMiami-Dade
County,. Florida as recorded in Plat Book 55 at Page 71 of the Public Records of Dade
County. Florida; thence N 6Q1'52'45" E trar 1 e5.00 feet, the fdllowln twc (2) courses being,
along the Northeasterly night of way Line of General Dougtas MacArthur Causeway;1)
thence $ 9°'07" 15" E for 152.11 feet to the Point of Beginning; 2) thence continue S
29°07'16" E for 657_ 1 feel; thence N 60°52'45'' E for 223.24 feet; thence N 0°5 '45" E for
30.75 feet; thence N 08°45'06" W for 49.29 feet: thence N 09°52' 53" W fir 1 SQ, 24 feet:
thence N 13°41'45" W for 134,32 feet; thence N 13°41'15' W for 94.07 feet; thence
89 3 ' 37" W for 15.03 feet; thence N O94b2"53" W for .226.20 feet; thence 60*52'45" W fo r
452.65 feet to the Point of Beginning..
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Exhibit 2 Legal Description of Residential Property
That porian of WATSeh ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 4? East, being mere parti..ilarly described as 'allows:
Commence at a poir'[ known as STATION 25 + 50 c;s the r;sficial map of locution and
survey of a portion of Section 8706 designated as a par, of State Road A-1—A in
Miami —Dade Co.arkty, Florida cis recorded in Plat Bco. 56 at Page 71 cif the Public Records of
Dade Cr:urtys, Florida; thence N 60'52`45" E for 165-00 feet, the following two (2) courses
being along the Northeasterly right el way Tine of General Douglas Ma -Arthur Causeway; 1)
therce S 29-D7' 15" E for 152.1 1 feet to the Pain, of Beginning; 2) -I'-i . e continue 5
29'07'15" E for 657.31 feet; -hence N 60'52`45" E for 223.24 feet; tI , 1 J 60'52'45" E for
30. /5 feet; thence N 08'453f35" ' ' =or 49.29 feet; thence N ,` --.r 1 .0.24 feet;;
thence N 13`41'45" W for 134•.32 'eel; thence N 13`4 1 " 5" =- i .1 =---; ;hence 5
89'32'37" IN for 15.03 feet: thence N 09'52`53- +O for 226.20 T •t. -I 1 .:: 5 };' :.22`45" W for
452.65 feet to the Point of Beginning.
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Exhibit 3 — Anti -Human Trafficking Affidavit
ANTI -HUMAN TRAFFICKING
AFFI DAVIT
The undersigned affirttis, 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 1]epanment 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), tilled
"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, I 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 oldie nongovernmental entity authorized to execute this Anti -
Human Trafficking Affidavit.
Nongovernmental Entity: ECORESILIENCY MIAMI LLC. a Delaware limited Il,84ility company
Name: David Martin Officer Title: Manager
Signature of Officer:
Office Address: 3310 Ma Street, Suite 02. oconut Grove. FL 33133
Email Address: dmartin(n)terragroup.coin
FEIN No. 99-2082825
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Main Phone Number: 305-416-4556
Th& foregoing instrument was sworn to and subscribed before me by means of physical presence or fl online notari on, this
cri day of September, 2025 by David Martin, as the authorized oflicer or representative for the nongovernmental entity /she is
personally known to me or has produced etttlnittt/OtAs identification.
(NO1 AItY PUBLIC SEAL) =P O t p w4e'.
NOTAR., .
.s�p� f3LICry.
My Commission Expires:al 'ff T9 HN • 0:0 �'.
r�zrr,1�rFl mot"'�� xs4`
Printed, Typed, or Stamped Name of Notary Public)
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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. The City Marine Facilities may be constructed
within the same scope of work as the Public Park Improvements pursuant to
Sections 6, 7 and 10 of Exhibit "E" to the Development Agreement, in which case
the allowance will be added to, and treated in the same manner as, the allowance
for the construction of the Public Park Improvements 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. In the event that Developer does not construct the City
Marine Facilities, or the allowance exceeds the actual costs to construct the City
Marine Facilities, Developer shall pay to the City as cash consideration the amount
of the allowance not spent on the City Marine Facilities simultaneously with the
payment of any Park Allowance Savings (as defined and described in Section 6 of
Exhibit "E" to the Development Agreement).
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 Public Park or at an agreed off -site location. The public facilities may
be constructed within the same scope of work as the Public Park Improvements
pursuant to Sections 6, 7 and 10 of Exhibit "E" to the Development Agreement, in
which case the allowance will be added to, and treated in the same manner as, the
allowance for the construction of the Public Park Improvements 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. In the event that Developer does not construct
the public facilities, or the allowance exceeds the actual costs to construct the public
facilities, Developer shall pay to the City as cash consideration the amount of the
allowance not spent on the public facilities simultaneously with the payment of any
Park Allowance Savings (as defined and described in Section 6 of Exhibit "E" to
the Development Agreement).
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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, in
accordance with the parameters set forth on Exhibit "3" which shall include the
Public Park Property, additional public park/viewing area and pedestrian paths
connecting public space on Watson Island. Developer will complete the master
planning of Watson Island within twelve (12) months after the recordation of the
Development Agreement.
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.
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. The
written report delivered by Developer pursuant to Section 4 below will include, at
a minimum, information on good faith efforts undertaken by Developer to meet the
goal and the results.
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
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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
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.
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Exhibit 1 Legal Description of Public Park Property
PARCEL 1(City Property):
Then portion of WATSON ISLAND Eying and being Sections 31 and 32, Township53 South,
Range 4.2 East, being more partieularlydescribed asfoLlows_
Commence at a point known as RI, STATION 254513 of the official rnap of tocetion nrid
surveyof a portion of Section 8706, designated as a pert of State Road A-1-Ain Dade
County, Florida as recorded in Platl3oak 56 at Page 71 of the Public Records of Dada
County, Florida, said Point being the point cif tangency of the centerline of the most
iortherlycurve of General Douglas Mace rth u r Causeway, running Southeastwarcity frdrn
the Northwesterly corner of Watson island and having a radius of 1432.E9 feet and centre[
angle of 62 degrees 00 minutes 00 second; thence run North 60 degrees 52 minutes 45
seconds East, aEvngthe Northea;sterLyprollorngation 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 Paint ofBeg nningof lease area 1 Miami Yacht Club;
thence South 09 degrees 52 minutes 53 seconds East, along the SouthwesterLy line of said
lease area 1 and its Southeasterly extension for 857.30 feet; thence South 60 degrees 52
minutes 45 seconds West, for 223,24 feat to its intersection with a tine parallel and 100 feet
NortheasterLyof the most Northerly right-of-way line of said MacarthurCauseway; thence
North 29 degrees 07 minutes 15 seconds Wet, parallel to said right- of -way for 1100.97
fear to a point of tangency; (A) thence along a tangential ours concave to the Southwest
having a radius of 800.00 feet, a central angle of 25 degrees 16 minutes 'S seconds for an
arc distance of 352.85 feet, thence South 90 degrees 00 minutes 00 seconds West for
4,95 feet to its intersection with the Northerty right-of-way line of said Macarthur
Causeway and a circular curve concave to the Southwest, said point bears South 41
degrees 51 minutes 52 seconds West from its center; (B) thence along said curve having for
its etaments a radius of 1090.64 feet, a central angle of 5 degrees 47 minutes 18 seconds
for an arc distance of 129.22 feet to a point of compound curvature; (C) thence along a
compound curve concave to the Southwest having for its elements a radius of 1441.25
feet, a central angle of 20 degrees 27 minutes 49 seconds for an arc distance of 514,75
feet; (D) thence North 34 degrees 54 minutes 16 seconds East for 333.29 feet; thence
South 55 degrees i5 minutes 44 seconds, East for 726.47 Meet 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 minutes 37 seconds East for 63.38 feet: (2)
thence South 85 degrees 09 minutes 34 seconds East for 60.47 feet; (3) thence South 82
degrees 33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
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minutes 34 seconds East for 87.21 feet; (5) thence South 69 dogrocs 29 minutes 02
seconds East for 102.34 feet; (6} thence South 67 degrees 53 minutes 24 seconds East for
82.52 feet; (7) thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8)
thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly lima of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said Line for 288.12feetto the Point of Beginnkng end 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 Renords of Dade
County, Florida, said point being the point of tangency of the centerline of the most
northerly curve of General DougLas MacArthur Causeway, running southeasterly from the
northwesterly corner of Watson island and halving a radius of 1432.69 feat and a central
angle of 62 degrees 00 minutes 00 seconds; thence North 60 degrees 52 minutes 45
seconds. East, along the northeasterly prolongation of the radial line cf the above
mentioned cure for a distance of 130.00 feet to a paint on the easterly right-of-way line of
said MacArthur Causeway as recorded in Official Records Book 18018, et Page 1171 and
Official Records Book 18699, at Page 1235 of the Public Records of Dada County, Florida:
thence North 29 degrees 07 minutes 15 seconds West, along said right-of-way line, 256.28
feet to a point of curvature of a curve concave to the southwest; thence northwesterly
along the arc of said curve, havinga radius of 926.00 feet and a central angle of 25 degrees
46 minutes 26 seconds, a distance of 416.55 feet; thence North 54 degrees 53 minutes 41
seconds West, 3.51 feet to the Point of Beginning: thence continue North 54 degrees 53
minutes 41 seconds vest, 157.45 feet to a point ofcurvature of a curve concave to the
southwest; thence northwesterly along the arc of sal 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 forth 18 degrees 43 minutes 47 seconds East, radiailyto the last and next
described curves, a distance of 4.77 feet to a point ern a non -tangent curve, concave to the
southwest; thence northwesterly along the arc of said curve, having a radius of 1459,02
feet and a. cerstraI angle of 03 degrees 50 rninutes 33 seconds, a distance of 97.89 feet (the
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preceding six cvursesand distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas recorded in Official Records Bock 18018,
at Page 1171 and Official Records Book 18699, at Page 1236 of the Public Records of Dade
County); thence South 34 degrees 54 minutes 16 seconds West 18.80 feet to a point of
curvature of a non -tangent curve cones to the southwest (a radial Line to said point bears
North 14degrees 36 minutes 45seconds East); thence southeasterly along ttle DEG of said
curve, having a radius of 1441.25 and a central angle of 2.0 degrees 27 minutes 49 seconds,
a distance of 514.75 feet to o point of corxrpound curvature of a curve concave to the
southwest; :Hence southeasterly along the arc of said curve, having a radius of 109E154
feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22 feet;
thence North 90 degrees 00 minutes GO seconds East, 35.33 feet to the Print of Beginning_
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND Tying and being in Sections 31 and 32, Tnwnship 53 South,
Range 42 East, described as follows:
Commence at a point known es RT. STATION 25+50 of the official map ct location and
survey of a portion of Section 8706, designated as a part of State Road A-1-A Dade County,
Florida as recorded In Plat Book 56, Page 71 of the Public Records of Miami -Dade County,
Florida, said point being the point of tangency of the centerline of the rriost northerly curve
of GeneraL Douglas MacArthur Causeway, running southeasterly from the northwesterly
corner of Watson Island and having a radius of 1432.69 feet and a central angle of 62
degrees 00 minutes 00 seconds; thence North 60 degrees 52 minutes 45 seconds East,
along the northeasterly prolongation of the radial fine 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 n'rirruteS 06 serrunds West, 49.29 feet: /hence North 09 degrees 52
rn[nutes 53 seconds West, 180.24 feet; thence North 13 degrees 41 ml.nutes 45 seconds
West, 134.32 feet; thence North 13 degrees 41 MEnutes 15 Seconds' West, 94.07 feet;
thence South 89 degrees 32 minutes 37 seconds West,15,03 feet to the Point of Beginning,
FURT1•1ER LESS AND EXCEPT THE FOLLOWING:
LEGAL DESCRIPTION:
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PARCEL II (Residential Property):
That portion of WATSON N ISLAND Lying and being in Sections 31 and 32, Tpwr.s hi p 53 South,
Range 42 East, being more. particularly described as follows:
Commence at a point known. as P.T, STATION 26 + 60 of the official map of leeatir n and
survey ofaportion of SectIDn87O5designated asapart ofState Road A-]-AinMiami-Dade
County,. Florida as recorded in Plat Book 55 at Page 71 of the Public Records of Dade
County. Florida; thence N 6Q1'52'45" E trar 1 e5.00 feet, the fdllowln twc (2) courses being,
along the Northeasterly night of way Line of General Dougtas MacArthur Causeway;1)
thence $ 9°'07" 15" E for 152.11 feet to the Point of Beginning; 2) thence continue S
29°07'16" E for 657_ 1 feel; thence N 60°52'45'' E for 223.24 feet; thence N 0°5 '45" E for
30.75 feet; thence N 08°45'06" W for 49.29 feet: thence N 09°52' 53" W fir 1 SQ, 24 feet:
thence N 13°41'45" W for 134,32 feet; thence N 13°41'15' W for 94.07 feet; thence
89 3 ' 37" W for 15.03 feet; thence N O94b2"53" W for .226.20 feet; thence 60*52'45" W fo r
452.65 feet to the Point of Beginning..
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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 fallaws_
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 designa.ed as a part of State Road A-1—A in
Miami —Dade Co.anty. 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 29'07'15" E for 152.11 feet o the Pain: of Beginning; 2) thence continue S
291'07'15" 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 08'45'0 " W for 49.23 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 5
89'32°37" W for 15.03 feet; thence N 09'52'53" W for 226.20 feet; thence S 60'52'45" W for
452.65 feet to the Point of Beginning.
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Exhibit "G"
Ecoresiliency Concept Book
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Exhibit "Fl"
Ecoresiliency Regulating Plan
THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP
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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.
1 The timelines contained herein do not include any time the application is with the applicant and not submitted to the
City.
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• 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.
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Exhibit "J"
Rescission Form of previous Jungle Island Development Agreement
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
RESCISSION AND TERMINATION OF
DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF MIAMI, FLORIDA AND ESJ JI
LEASEHOLD, LLC REGARDING
DEVELOPMENT OF JUNGLE ISLAND
PROJECT
THIS RESCISSION AND TERMINATION OF THE DEVELOPMENT
AGREEMENT FOR THE JUNGLE ISLAND PROJECT (this "Rescission") is made this
day of , 2025, by and between ESJ JI Leasehold, LLC, a Florida limited liability
company ("ESJ") and the CITY OF MIAMI, FLORIDA, a municipal corporation and a
political subdivision of the State of Florida (the "City") (ESJ and the City are together referred
to as the "Parties").
WITNESSETH:
WHEREAS, ESJ and the City entered into that certain Development Agreement, as
recorded on June 24, 2021 in Official Records Book 32580, Page 2983, of the Public Records of
Miami -Dade County, Florida (the "Jungle Island Development Agreement") for the
development of the Overall Property (defined herein) in accordance with the Jungle Island SAP
(defined herein); and
WHEREAS, the City currently 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 "1" attached hereto and incorporated herein (the
"Overall Property"); and
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WHEREAS, the City and the former leasehold interest, 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 pursuant to City Commission
Resolution R-96-0671 (the "Lease"), as amended as most recently on March 6, 2019 (the "Fifth
Amendment"); and
WHEREAS, on April 14, 1998, 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, 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
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
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 ESJ; 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"),
brought forth by ESJ, including the corresponding Jungle Island Concept Book and Jungle Island
Regulating Plan, which authorized a hotel development and amusement park amenities on the
Overall Property; and
WHEREAS, the City Commission simultaneously approved that certain Jungle Island
Development Agreement between ESJ and the City dated June 14, 2021, pursuant to
Ordinance No. 13974, for development of the Jungle Island SAP at the Overall Property; 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
Ecoresiliency Miami LLC, a Delaware limited liability company (the "New Developer") to allow
for a mixed use residential development on the southern 5.4-acre portion of the Overall Property
(the "Residential Parcel"), in exchange for the creation of a new waterfront public park on the
remaining 13.3 acres of the Overall Property (the "City Parcel"); and
WHEREAS, on July 24, 2025, the City Commission approved and adopted Resolution
No. R-25-0297, which authorized the City to enter into that certain purchase and sale agreement
with the New Developer, dated as of September 9, 2025, for the purchase of the Residential Parcel
an development of a mixed use residential project thereon and development of a public park on
the City Parcel by New Developer (the "Purchase and Sale Agreement"); and
WHEREAS, on November 20, 2025, the City Commission approved the New Developer's
application to amend the Jungle Island SAP and corresponding documents, for the redevelopment
of the Overall Property with a mixed use residential project on the Residential Parcel and a new
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waterfront public park on the City Parcel, renamed and referred to herein as the Ecoresiliency
Special Area Plan (the "Ecoresiliency SAP"); and
WHEREAS, under Section 163.3237, Florida Statutes, the City agreed to rescind and
release the Jungle Island Development Agreement so that a separate development agreement may
be entered into with the City to ensure that development of the Overall Property is carried out in a
fashion consistent with the goals and standards of the Ecoresiliency SAP ("Ecoresiliency
Development Agreement"); and
WHEREAS, pursuant Section 35 of the Jungle Island Development Agreement, the
Jungle Island Development Agreement may be terminated by "mutual written agreement of
ESJ and the City", provided that the City has held, prior to termination, two (2) public hearings
before the City Commission to consider and deliberate regarding such termination; and
WHEREAS, ESJ and the City desire to rescind and terminate the Jungle Island
Development Agreement as set forth herein, in accordance with Section 35 of the Jungle
Island Development Agreement; and
WHEREAS, as part of and in connection with the Ecoresiliency SAP, the City
Commission approved and authorized the City Manager to execute the Ecoresiliency Development
Agreement in furtherance of the Ecoresiliency SAP, which includes the rescission of the Jungle
Island Development Agreement, pursuant to Ordinance No. ; and
NOW THEREFORE, in consideration of the receipt of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, ESJ and the
City hereby agree as follows:
1. Incorporation of Recitals. The above recitals are true and correct and
are incorporated herein as if set forth in full.
2. Defined Terms. All defined terms used herein shall have the meaning
ascribed to such terms in the Jungle Island Development Agreement, unless otherwise noted.
3. Rescission and Termination of the Jungle Island Development Agreement.
The City and ESJ acknowledge and agree that the Jungle Island Development Agreement is
hereby rescinded and terminated in all respects and is of no further force and effect, effective
as of the date of recordation in the Public Records of Miami -Dade County, Florida.
[Signature blocks for the Parties on next pages]
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Signed, witnessed, executed and acknowledged this day of , 2025.
ATTEST: THE CITY OF MIAMI,
a Florida municipal corporation
Todd Hannon, City Clerk
APPROVAL FROM THE PLANNING
DEPARTMENT AS TO CONTENT:
David Snow, Planning Director
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
George K. Wysong, III,
City Attorney
By:
Arthur Noriega V, City Manager
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Signed, witnessed, executed and acknowledged this day of , 2025.
Witnessed by: ESJ JI LEASEHOLD, LLC
a Florida limited liability company
Printed:
Printed:
STATE OF )
) ss:
COUNTY OF )
By:
Name:
Title:
The foregoing instrument was acknowledged before me by [ ] physical presence or [ ] online
notarization this day of , 20 by , the of ESJ JI
LEASEHOLD, LLC, a Florida 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
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Exhibit 1
Legal Description of Overall 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 ca pair` krown os F.T. STATION 25+50 of the official map of location and survey
of o portion, of Sec,ticar, 57+05, designated as 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 CcoJnty, Florida,
said Point being the point of tangency ol the centerline of the rnost Northerly curve of General
Douglas Macarthur CaJseway, running Soiutheastwardly from the Northwesterly` corner cr= Watson
Island and having a radius of 1432.69 feet and a central argle of 62 degrees i]C minutes 00
secords: 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 He iirring of the parcel to be described. (Said point being also the Point of
Beginning of Ie are oreo 1 Miami yacht Club; thence South 09 degrees 52 min,Jtes 53 seconds
East, along the Southwesterly line of said lease area 1 and its Southeasterly extension for
857.30 feet; thence South 60 degrees 52 minutes 45 seconds West, for 223.24 feet to its
intersection ,with a line parallel and 100 fee. Northeasterly of the most Northerly right—of—way
line of said Macarthur Causeway; thence North 29 degrees 07 minutes 15 seconds West,
parallel to said right—of—way for ` 100.97 feet to a point of tangency: (A) ;hence along a
tangential curve concave to the Southwest having a radius of 800.00 fact, a central angle of
25 degrees 16 minutes 16 seconds for on arc distance of 352.85 feet, thence Sc-ith 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,
staid point bears South 41 degrees 51 rnirutes 52 seconds 'Nes- frorr its center; (B) thence
olor staid u..arve having for its elements ca rodijs of 1090.64 feet, ca c:eritral angle of 6
•Jvyrces 4I minutes 18 seconds for an arc distance cos 129.22 -c et to u poir;t of compoJrid
n.arvat.are; (0) thence along a compourd curve concave to the Southwest having for its
elerents n rcadi.a 3 of 1441.25 feet, a central angle of 20 degrees 27 minkates 49 records for
can 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 /26.4/ 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 secords East
for 63.38 feet; (2) thence South 86 degrees 09 minutes 34 seconds East for 68.47 feet; (3)
thence South 82 degrees 33 minutes 21 seconds East for 131.22 feet: (4) thence South 72
rninu-e s 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes
;;rar.:1, East for ' 02.34 feet; (6) thence South 6/ degrees 53 minutes 24 seconds East
-:.r 82.52 -cot; (7) thence South 69 degrees 05 min.ates 26 seconds East for 94,62 feet; (8)
;hence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly line of said lease Area 1, thenceSouth 08 degree. 07 minutes 15 seconds
East along said line for 288.12 feet to the Point of Beginning and there terminating.
LESS AND EXCEPT:
PARCEL 1
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That por tFon of WATSON'ISLAND Tying card being Ir. and 32, T
Runge 42 East described as ':hews:
ornrnancr at point known as P.T. STATION 25 + 5C of the ufficiuI riup o= location dnd
survey 04 a r_ por:ion of 5ectinn 8706 designated as a paoaf S_ote Road A-1—A in
Midrni—Code Ccaar'ty, Florida as retarded in Pio: Dook 55 r.1, Page 71 of the Public Records vT
Dade Cadnty. Florida, said point being the point 0= tangerc' o= the centerline of the most
northerly cure of General Do ug Ias MacArthur Causeway, r•u n r ing southeasterly from the
northwesterly Corr er ot 'Watson Island and having a radius of 141.2_69 feet and a central argle
of [1 eclree 00 rn it Lr As 00 s e =ends: thence North EO d e:a ree•s 52 ri ini rss d 5 seconds East,
along the northca me rIy prolongation o= the radial line ot t h v above r icr-ioncd curve for a
distance cf '7.410.7. feet to to r,n ir,- n -h a en a-e rIr rl ht—Lai—way line Of sa id Mgr -Art h ar
Causeway as recorded in Cr=risiral Ica -cards 3u k 18016, 016, at ='°age 117T and Cif-icial Records Cook
1,6699, at Page 1236 of the P.i hl i•n Records • f [:ode Counts°, Florida; thence North 29 degrees
07 rthirlutes 15 sate o rids Yea sti, :a Tor• r7 .aid right—of—way lire, 256 28 feet :v d point of
curvature of a curve concave to the sauthwes-; thence northwester!). along the arc of said
curve, haviri .o radius of 926.00 feet and a ,vertral argle of 25 degrees .16 minutes 26
sec 0r ds, a distance o= 416_55 feet: thence North 54 degrees S .3 rn inune s 41 seconds West,
3.51 feet to the Palirt cc` Beginning; thence continue North 5,1 degrees 53 rr'inates seconds
West, 157.45 `eat to o poirt o= curvy:u re of a curve c on caste to :he so:Jthwe s7; ther c e
northwesterly along the are= ref said c:Lare, having a radi u R cf ' 454.2 5 fe-et anti a central angle
of 16 degrees 22 riiru-os 32 seconds, a distonca Oi 415.C.4 feet; thence North 16 degrees
43 rr in.Jtes 47 seconds East, radially to the lost and next d e ,c rite d curve$, a distance of
4.77 foe: to a point or a non —tangent curve, aoneave to ha s.authwd ; thence northwesterly
along the arc of said curve, having o radius of 1459_02 feet and a central angle 0- G3
degrees .hC' minutes 66 seconds, a diseonce of 97.89 feet ;the preceding six courses and
distance b e it g coincident with the easterly. and n r: rtheasterly right—of—way line of said
MacArthur Causeway as recorded in O'ficia1 'accords 3ook 18018, at 'og€ 1171 and CWicisI
Fs eaord * E;aca 4. 16699,, of (~age 1236 of tht Public Records of Dade County); then ve South 34
degrees 54 minutes 16 seconds 'Ne s-, 16_80 feat to a paint of curvature Df a r ern —to ng cnt
cur yc cc•r c ova = tF• a southwest (u radial line to said paint beam North 14 degrees 38
ri i r utes 5 ;ec:or d: East); thence southeasterly along the arc of said curve, havl r a radius
of 1441.25 ard a central angle o= 20 degrees 27 minutes 49 secor ds, a distance o= b 14. d5
feet sc a point of compound C arat are of a cure concave 70 the s.; uth west; thence
southeasterly a4ang the arc cif said curve, having a radius at 1 Uc9'3.64 _cut and a cartral argle
of : ti degrees 47 rr Ir rl-: s 'S seconds, g distance oar 129.22 feet; thence North 90 degrees
CD min.itcs 00 seconds Ent. „ . i.s tam. t•a .ho Pain. ot Lie innlry.
TOGETHER WITH THE FOLLOWINC; O L.ANC S-
That portion of WATSONISLAND D lying and being irk Seaacorns 31 and 32, Town• t:I I Ip 53 South,
Range 42 Eoek, described as 'billows:
Commence at a point known as P.T. STATION 25+50 o' the afti ei a I map of I o-cati•o n and survey
of a portion ec-ion 6706. designated as a part of State Road A-1—A DLide County. Florida
as recorded in P Icr. Jook 56, -'a oc , ' ot the I-' jbl ic. ' ccord s at Miami —Cade County. Fl aridc,
said print being The point or tange rcy 0 the centerline of -he r7: t r r-I' arly c.irve of General
Ceuclos Mac,Ar'thur Causeway, rurlrlinc; southa.asterly frorTl 7.F•t: r;:arner of Watson
Island ard having a radius of 14.37_69 feet or d =n c en-ral ar :. I _ degrees ❑CI rrei n, Ites DC-
recordsF'encc North 60 degIee 52 hid -Lays 45 uecurd:.; uIIsar -he r crthtasterly-
prolangatian o` the radial Iine of -ha bova rnen:ianed curse for a •1k.-.ince of 870.74 feet;
thence 5o.. th D 9 degrees 52 minutes 53 seconds East, 387.30 -:. - -, -he Point of Sea inni ng;
thence Ga nti r u e SO Jth Up degrees 52 r-Ii r ukes .5.3 seconds East. 4 '• . feet; they G e North 5O
degrees 52 minutes -15 seconds East, 3).7 =eet. thence wort C5 :l::t:rees 15 minutes 06
&ccords West. 49.2g fact; thcrce North DY decrees 52 rninutes 55 seconds West, 1 t3U.24 feast;
thence North ' 3 degrees 41 minutes 45 seconds West, 134,32 feet; thence N.o rth ' 3 degrees
41 minutes lb seconds Wes-, g4.C.r teat; zhance South 89 degrees .52 minutes .3/ seconds.
West, 15 .C" 3 feet 70 the 'oi nt of Beginning.
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PARCEL II ( purse n ent Erl se rnert)_
Non-Exelueiwe Easement= forth in that certain Lease and Development Agreement dated
September 2, 1997, by Jr .J 1.. -,a a ^r CITY OF I 'M I, a rn u r ici p al corporation pi ihe State of
Flcridq, qs kincllord. end P F=.. �T I,a aLE A.1 GARDENS OF WATSCN I L h�a, I ., q Floriqi
corpr rcakicn, as tenor'-. Qs :.':I.i:I .. 1 1.: -I :: '41crri rarldum cf Lccas filed January ' 0, 2C1C1 at
0"i�.i.al Records QOr. ''Jll .1 - i - r -he Madi=ication of Lease and
v4 l a arr�ent reerrv-I - r - •1 I- 111' i kiI cr is Book '20602, Piy. 34&7; * Barth r
modified by _h a se cal+ i lr J r r n•- r.rdc d Third V od ifi catia n to Lease and Development. ree m e nt
dated October 29, 2: '.- . 11 I F 1r -f h iadif is :at icr to Lease <7rid Ceyelo p rr• ent . air eer- ier I der.e J
June 24, 2GJ9; as 7.00 E.:. JI Leasehold, LLC, a Florida company
(Assignee Lessee) pursuant to r.i . ° A,ss igr rnent and um pt for ree rr° ent and Termination of
Sublease recc•rded in &ficial Records €3a-ck 30486, Page 2bfg:: as further af'ected by the
S p eoia I Warrar'i-y Deed 'or i rri p ravernente to ESwJ JI Leasehold, LLG, c Florida I i rrited lia b it ity
company recorded in Ctti ci D I Records Ratak 3O4 6, Page 2 Lib' ; and as further a rrend meat by
the Aryiendrhent to Mnrn,^:reridurn of Lease recorded it Of'ki:il Ret:.ards hooi 3'"��3 r 'age 4617,
oaf the Public Records of Miami -Dade County,. Florida, being r-iore particularly dtsc-rib-ed los
follows:
(i) for she tielrporary use of Watson Island during construction r' leasehold
improvements by Lessee or the Sub ect Prapery. (ii) in savor cif Lessee, •an a non-exclusive
-::1 irstallat:ion, r peratior, rr~•rainterance, repair. rr pIacerrent, rel ti .ati ar. and removal of
✓ ill- -o.:ilitles such as water lines, fire lards, gas mairs, electrical power fires, telephone Tines,
• :: r nrr 11 •:I `a:Ir.r:11 , :ewers and direr utility lines ies and facilities, it a Iudi n j recasor able rights of
irr;ress far the non-exelinive right and eo5emer7 for un.r: s-ruCted vehi ular
ard -r)lv -1-c Subj•ec:. Property to Macr'rthur Causeway; (iv) 'or the non-exclusive
I I:,IIt oe- Li- -:: a ,v I::rtiors c W'a:sor Island, which 'W'atsor Islard is depicted by sketch in
the Lease 5"'era# en IsIard")., in ccmrncn with the public, sub:e_: to -he Lessor's right to
res:ric7. portions of Vr:it • ::17 Island "or repsonoble periods dur"Ir1;1 special everts, for the
urrobs .ructed p cdestri a r ACCESS to a r d from the 'Subject Property by Lessee, subtenants c rd
their empIQyc . aast'murs and irryi7.eas 7.0 all of the public areas of Watson Island; (v.
for the reasorable right o n,d en sernert to enter 'onto those portions of Watson Island far the
purpose of performing ing Maintenance ard repairs to tFhe Lessee's Leasehold Improvements; Card
(vi) for the 1,car1-exvlusive rights and eaarerrents for installation, n, m air -ten ar ce, repair drid
replacement of utility =aci1Thies and for pedestrian and vehicular access to and °ror^9 -.he
adjacent pot -ions o' kva7sor Island to ;he Subject Property as such I cacti cr s as 'ray be
approved by the Lis scr tram time to time_
92
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
SUBSTITUTED
Resery
for Recording
DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF MIAMI, FLORIDA AND ECORES IENCY
MIAMI LLC, REGARDING APPROVAL I F THE
ECORESILIENCY SPECIAL AREA PLAN AN RELATED
DEVELOPMENT
This is a Development Agreement ("Agreement") r ade this day of
20 by and between Ecoresiliency Miami LLC, a De are limited liability company (the
"Purchaser" or "Developer"), and the City of Miami, orida, 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 simpl- title to approximately 18.61 acres of upland
waterfront property in and around Watson Isla ' 4 , of which approximately 2.4 acres are submerged
lands in Biscayne Bay, located northeast of e MacArthur Causeway, and generally bounded by
Biscayne Bay on the north and the Parrot ngle 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 I ty voter approval in a public referendum, the City and Parrot
Jungle and Gardens, Inc. ("Pr' , r Lessee") entered into a Lease and Development Agreement on
September 2, 1997 that aut 'zed Prior Lessee to develop and operate a botanical gardens and
theme park known as Par et Jungle & Gardens of Watson Island on the Overall Property (the
"Lease"), pursuant to C Commission Resolution R-96-0671, and said Lease has been amended
several times, most re- ntly on March 6, 2019 (the "Fifth Amendment"); and
WHERE: , on April 14, 1998, pursuant to City Commission Resolution R-98-0376, the
City Commissi' approved a Major Use Special Permit (MUSP) for development of the Parrot
Jungle botan .1 gardens and theme park, as contemplated in the Lease, including approximately
172,444 s. .re feet of visitor attractions with accessory commercial space and 588 parking spaces,
which w . later modified on November 16, 2000 pursuant to City Commission Resolution R-00-
1032, o reconfigure the location of the ballroom facilities and other site improvements
(col tively, "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 Offici
Records Book 30486, Page 2539 of the Public Records of Miami -Dade County, Florida, whe in
the Prior Lessee assigned all of its rights, title, and interests in the Lease, as amended, and in J . gle
Island to Current Tenant; and
WHEREAS, on August 28, 2018, pursuant to City Commission Resolution -18-0232,
the City held a referendum and voters approved a Charter amendment to waiv competitive
bidding and approve a fifth modification to the Lease with Current Tenant, exte .ing the term of
the Lease and allowing Current Tenant to pursue development of a new hote .nd attractions on
the Overall Property (the "Jungle Island Referendum"); and
WHEREAS, the City Commission, under the process outlined in : ection 3.9 of the City's
Zoning Ordinance, as amended ("Miami 21"), which allows parcel • of nine (9) abutting acres
or more to be master planned to allow greater integration o public improvements and
infrastructure, and greater flexibility so as to result in a higher specialized quality building
and streetscape design; and
WHEREAS, on February 25, 2021, pursuant to Ci
the City Commission approved the Jungle Island Specia
together with the corresponding Jungle Island Concep
which authorized the development of amusement
portion of the Overall Property, which includes a
"City Property"), shown and legally described
Commission Ordinance No. 13973,
Area Plan (the "Jungle Island SAP"),
ook and Jungle Island Regulating Plan,
rk improvements on the on the 13.3 acre
roximately 2.4 acres of submerged lands (the
Exhibit "B"; and
WHEREAS, as part of the Jungle I nd SAP, the City Commission approved a Transect
Zone change from CS to T6-12-0 Ur..n Core — Open ("T6-12-0"), and a corresponding
Comprehensive Plan/Future Land U Map amendment from "Parks and Recreation" to
"Restricted Commercial," pursuant • Ordinance No. 13972, for the construction of a hotel
development with up to 300 hotel ',oms on the southeasterly 234,310 square -foot and 5.378 acre
portion of the Overall Property e "Residential Property"), as shown and legally described in
Exhibit "C"; and
WHEREAS, cons ent with Section 3.9.1. of Miami 21 and the Florida Local Government
Development Agreeme. Act, as codified in Sections 163.3220-163.3243, Florida Statutes
(2024), the City Co mission previously approved that certain Development Agreement
between the Curre Tenant and the City dated June 14, 2021 and as recorded in Official
Records Book 3 .80, Page 2983 of the Public Records of Miami -Dade County, Florida, for the
Jungle Island ',AP pursuant to Ordinance No. 13974 (the "Jungle Island Development
Agreement" , and
HEREAS, in November of 2024, the City electorate approved, via referendum, the
termi ' 4 tion of the current Lease and the negotiation of a purchase and sale agreement with the
De -toper for the Residential Property, to allow for a mixed use/multi-family residential
elopment thereon, in exchange for the creation of a new waterfront public park on the City
roperty as part of substantial public benefits package (the "Ecoresiliency Referendum"); and
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SUBSTITUTED
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 certa
purchase and sale agreement with the Developer, dated as of September 9, 2025 (the "Purc se
and Sale Agreement"), for the purchase of the Residential Property for developmen . s a
residential condominium project and related amenities thereon (the "Residential Pr& ct" or
"Project"), described in Exhibit "D" (the "Residential Project Development Exhibi ' , and
WHEREAS, the Purchase and Sale Agreement further contemplates the . ' elopment of
the Public Park (as defined herein) by Developer on the City Property in accordae with Exhibit
"E" (the "Public Park Development Exhibit") and requires the delivery oft public benefits to
the City (the "Community Benefits") set forth on Exhibit "F" (the " mmunity Benefits
Exhibit"); and
WHEREAS, the Developer filed an application with the City o amend the Jungle Island
SAP and corresponding documents, now renamed and referred t' herein as the Ecoresiliency
Special Area Plan, in order to redevelop the Residential Property - ith the Residential Project and
to create a new public park on the City Property as a perpe public benefit for the City (the
"Ecoresiliency SAP"); and
WHEREAS, the Parties' goals and vision for e Ecoresiliency SAP and the Overall
Property include redevelopment of the Residential Pr. .erty with the Residential Project that will
provide revenues to the City to assist with the mai -nance and operation of a public park on the
City Property, ensuring that the waterfront park ' mains a valuable, community resource that is
accessible to the public; and
WHEREAS, the City and the D eloper both desire that the Residential Property be
developed with the Residential Project, i 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 Cher, and the City Code; and
WHEREAS, on Nove er , 2025, the City Commission approved the Ecoresiliency
SAP, which maintains the C designation for the City Property and redesignates the Residential
Property to the T6-36A-O ansect Zone ("T6-36A"), as reflected in the amended Concept Book
(the "Ecoresiliency C i cept Book") and amended Regulating Plan (the "Ecoresiliency
Regulating Plan"), ad, .ted pursuant to Ordinance No. , in order to effectuate the will
of the City electorat- .nd further the Parties' goals and vision for the Overall Property; and
WHE ' • S, Chapter 163, Florida Statutes (2024), as amended from time to time,
authorizes an provides for local governments to enter into development agreements with any
person or e r ty 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
Ci ► must enter into a new Development Agreement pursuant to Section 3.9.1(f) of Miami 21; and
3
SUBSTITUTED
WHEREAS, the City Commission pursuant to Ordinance No. , adopted on
, has authorized the City Manager to execute this Agreement upon the te
and conditions set forth below, and the Developer has been duly authorized to execute is
Agreement upon the terms and conditions set forth below; and
WHEREAS, under Section 163.3237, Florida Statutes, the City has agreed
and release the Jungle Island Development Agreement, on the condition that Dev
into this Agreement with the City, in order to ensure that Development of t
Property is carried out in a fashion consistent with the goals and standards oft
SAP; and
rescind
oper enter
Residential
Ecoresiliency
WHEREAS, assurance to a developer that it may proceed in acco . ance with existing laws
and policies, subject to the conditions of a development agreement, stre • thens the public planning
process, encourages sound capital improvement planning and finan ' g, assists in assuring there
are adequate capital facilities for the development, encour, :es private participation in
comprehensive planning, and reduces the economic costs of dev• opment; and
NOW THEREFORE, in consideration of the utual covenants and agreements
hereinafter contained, the Parties mutually agree and binemselves as set forth herein:
Section 1. Consideration. The Parties hereby . _ree that the consideration and obligations
recited and provided for under this Agreement co . itute substantial benefits to both Parties and
thus adequate consideration for this Agreement.
Section 2. Rules of Le ' al Constructio or all purposes of the Agreement, unless otherwise
expressly provided:
(a) A defined term has the eaning assigned to it;
(b) Words in the sin ar include the plural, and words in the plural include the
singular;
(c) A pronoun i .ne gender includes and applies to other genders as well;
(d) The te • . "hereunder", "herein", "hereof', "hereto", and such similar terms shall
refer the instant Agreement in its entirety and not to individual sections or
arti . s;
(e) e 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
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.
4
SUBSTITUTED
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
the Developer.
"City" means the City of Miami, a municipal corporation and a political subdivi ' •n of the
State of Florida, and all departments, agencies, and instrumentalities su ect 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 Ordin. ' es.
"Comprehensive Plan" means the comprehensive plan s own as the Miami
Comprehensive Neighborhood Plan, adopted by the City pur ant to Chapter 163, Florida
Statutes (2024), meeting the requirements of Section 163 77, Florida Statutes (2024),
Section 163.3178, Florida Statutes (2024) and Sectio163.3221(2), Florida Statutes
(2024), which are in effect as of the Effective Date.
"Concept Book" or "Ecoresiliency Concept
diagrams, prepared by ODP Architecture a
attached as Exhibit "G", as submitted and
ok" means the plans, drawings, and
Design, dated September 12, 2025,
proved as part of the Ecoresiliency SAP.
"County" means Miami -Dade County, political subdivision of the State of Florida.
"Developer" means Ecoresiliency ami LLC, a Delaware limited liability company, also
referred to as the "Purchaser."
"Development" means the c tying out of any building activity or mining operation, the
making of any material c ge in the use or appearance of any structure or land, or the
dividing of land into t -e (3) or more parcels and such other activities described in
described in Sections .3.3221(4) and 380.04, Florida Statutes (2024).
"Development
subdivision ap
official actio
mit" includes any building permit, zoning permit or approval,
oval, rezoning, certification, special exception, variance, or any other
f local government having the effect of permitting the development of land.
"Effecti Date" means the date of recordation of the executed, original version of this
Agree r -nt.
fisting Zoning" means the zoning designation and regulations of the Ecoresiliency SAP
egulating 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 Miam
Dade County Public Schools System.
"Land" means the earth, water, and air above, below, or on the surface and incl . es any
improvements or structures customarily regarded as land.
"Land Development Regulations" shall be as defined in Chapter 62, Secti ► 62-11 of the
City Code of Ordinances and includes the City's Comprehensive Pla egulations and
Miami 21, as may be amended and pr'. ided herein.
"Laws" mean all ordinances, resolutions, regulations, com
development regulations, and rules adopted by a local, state, a
affecting the development of land, as applicable.
hensive plans, land
/or federal government
"Miami 21" also known as the Miami 21 Code means Ci ;, Ordinance 13114, as amended
through the Effective Date, which is the Zoning Ordina' , e of the City of Miami.
"Park Impact Fee" shall mean the applicable parl and recreation impact fee imposed by
and calculated by the City of Miami under Sec .n 13-12 of the City of Miami Code of
Ordinances.
"Phased Project" means a project(s) w
multiple phases. Such phased project
streets or alleys. The project may be
building permits. This definition s
Chapter 55, Section 55-1 of the
, due to its magnitude, is to be developed in
ay occupy contiguous lands, separated only by
veloped under a single building permit or multiple
ersedes the Phased Project definition as provided in
Code.
"Property, City" means th- .pproximate 13.3 +/- acres of land, of which approximately
2.4 acres are submerged 1. ds, as a portion of the Overall Property and located within the
SAP Area, owned by the ity of Miami.
"Property, Reside ' 'al" means the remaining 5.4 +/- acres of land, as a portion of the
Overall Property d located within the SAP Area, conveyed to Developer.
"Public Fac ties" means major capital improvements, including, but not limited to,
transportat 4n, sanitary sewer, solid waste, drainage, potable water, educational, parks and
recreatio ' .1, streets, parking, and health systems and facilities.
"Pu ' is Park" means the approximately 13.3-acre public park and accessory facilities to
b- developed on the City Property and CS Zone portion of the Overall Property by the
eveloper.
"Purchase and Sale Agreement" means that certain Purchase and Sale Agreement
between the City and Developer, dated September 9, 2025.
6
SUBSTITUTED
"Regulating Plan" or "Ecoresiliency Regulating Plan" means the modifications of the
underlying Miami 21 Transect Zone regulations for the lots included in this SA
previously attached hereto as Exhibit "H".
"SAP Area" means the lots and properties which comprise the Ecoresilien SAP,
including the Residential Property and City Property, as depicted in the Concep : ook and
Regulating Plan, also referred to as the "Overall Property".
"Special Area Plan" or "SAP" or "Ecoresiliency SAP" refers to ' Ecoresiliency
Special Area Plan, including the Regulating Plan and Concept Book.
"Zone, CS" refers to the City Property, as that portion of the Ove
as described in the Concept Book.
1 Property, zoned CS
"Zone, T6" refers to the Residential Property, as that portio ' of the Overall Property, with
the T6-36A-O Transect Zone, as described in the approv- Concept Book and Regulating
Plan.
Section 4. Purpose. The purpose of this Agreemen
to authorize the Developer to develop the Residential
This Agreement will establish, as of the Effective
will govern development of the Residential Pr
additional certainty during the development
3.9.1(f), Miami 21.
s for the City, in its regulatory capacity,
operty pursuant to the Ecoresiliency SAP.
te, the land development regulations which
erty, thereby providing the Developer with
ocess. This Agreement also satisfies Section
Section 5. Intent. The Developer a the City intend for this Agreement to be construed and
implemented so as to effectuate the , rpose of the Ecoresiliency SAP, Regulating Plan and
Concept Book, this Development : greement, the Comprehensive Plan, Miami 21, the City
Charter, the City Code, and the Fl. da Local Government Development Agreement Act, Sections
163.3220 - 163.3243, Florida St. tes (2024), all of which are applicable to this Agreement.
Section 6. Le ' al Desc tion of Land Names of Le ' al Owners A s , licabili . This
Agreement applies to the P esidential Property, as a portion of the SAP Area and Overall Property.
The Developer purchas, 4 the Residential Property from the City pursuant to that certain Purchase
and Sale Agreement .. d is thereby the owner of the Residential Property contained within the SAP
Area.
Section 7. erm of A • reement Effective Date and Bindin ' Effect. This Agreement shall
have a term ► thirty (30) years from the Effective Date and shall be recorded in the public records
of Miami- ade County and filed with the City Clerk. The term of this Agreement may be extended
by mu , written consent of the Parties subject to public hearing(s), pursuant to Section 163.3225,
Flori . . Statutes (2024). The Developer shall bear the advertising and related noticing costs of
sucpublic hearing(s). This Agreement shall become effective on the Effective Date and shall
c ► stitute a covenant running with the land that shall be binding upon, and inure to, the benefit of
e Parties, their successors, assigns, heirs, legal representatives, and personal representatives. This
7
SUBSTITUTED
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 P operty
as part of the Ecoresiliency SAP, as amended and formerly known as e Jungle
Island SAP, on the official Zoning Atlas of the City pursuant to thapplicable
procedures in Miami 21. The Concept Book and Regulating P1.. , attached as
Exhibits "G" and "H", respectively, provide for any devi. ons from the
underlying regulations of Miami 21. In approving the Ecoresili: cy SAP, the City
has determined that the uses, intensities and densities of de -lopment permitted
thereunder are consistent with the Comprehensive Plan an. e Existing Zoning.
(b) Density, Intensity, Uses, and Building Heights.
i. As of the Effective Date and pursuant to the Ec► esiliency SAP, the population
densities and building intensities proposed .r the SAP are permitted by the
Existing Zoning and are consistent with presently adopted Comprehensive
Plan.
ii. As of the Effective Date and purs .nt to the Ecoresiliency SAP, the Uses
proposed for the SAP are permitt: by the Existing Zoning and are consistent
with the presently adopted Co ehensive Plan.
iii. As of the Effective Date a
proposed for the SAP ar
with Miami 21 and the
pursuant to the Ecoresiliency SAP, the Heights
ermined by the Existing Zoning and are consistent
esently adopted Comprehensive Plan.
iv. Nothing herein sha prohibit the Developer from requesting an increase in the
density or intens of development permitted by the Existing Zoning.
Section 9. Prohibition on ► ownzonin
(a) The Compr- . ensive Plan, the Ecoresiliency SAP and this Agreement shall govern
developm:. t of the SAP Area for the duration of the Agreement. The City's Laws
and pol' ' es adopted after the Effective Date may be applied to the SAP Area only
if the ' -terminations required by Section 163.3233(2), Florida Statutes (2024) have
bee made after thirty (30) days written notice to the Developer and after a public
ring 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
SUBSTITUTED
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 Commu
Benefits package which includes contributions to Public Facilities, as provided in Section . In
the event that the Existing Zoning or the Comprehensive Plan requires the Developer to ovide
additional Public Facilities to address any deficiencies in levels of service in the f re, the
Developer will provide such Public Facilities consistent with the timing requiremen of Section
163.3180, Florida Statutes (2024) or as otherwise required by Chapter 13 of the ity Code, if
applicable. Developer shall be bound by the City impact fees and assessments i ► existence as of
the Effective Date of this Agreement.
Section 11. Reservation of Land Dedicated for Public Purposes. The AP Area Civic Space
minimum of five percent (5%), as required in Section 3.9.1(e) of Miami , is being fully provided
within the Public Park on the City Property. For avoidance of dou' , there is no Civic Space
proposed within the Residential Property, only Open Space pursua o the Regulating Plan.
Section 12. Future Development Review. Future develop ' ent within the SAP Area shall
proceed pursuant to the process established in the Regulating ' an and Concept Book. The criteria
to be used in determining whether future development shal • e approved are consistency with the
Comprehensive Plan, Miami 21, and this Agreement, as 1 as consistency with the Ecoresiliency
SAP, as applicable.
Section 13. Residential Project• Public Park -
(a) develop the Residential Project in accord
Exhibit (Exhibit "D"); (b) develop the P
Development Exhibit (Exhibit "E"); and (
and detailed in the Community Benefits
Community Benefits Exhibit to the
ublic Benefits. The Developer is required to
ce with the Residential Project Development
lic Park in accordance with the Public Park
provide the Community Benefits which are defined
ibit (Exhibit "F"). Notwithstanding anything in the
ntrary, any of the Community Benefits identified in
Sections 3(C) and 3(D) in the Com ► nity Benefits Exhibit, may, upon agreement of the Parties,
be replaced under the Purchase a . Sale Agreement with other Community Benefits of equal
value, and in the event that the ' ity, acting in its regulatory capacity in connection with the
necessary zoning approvals for the redevelopment of the Overall Property, requires any
additional or conflicting Co ' unity Benefits as a condition of such approvals (including, but not
limited to, the payment • Public Park impact fees), the Community Benefits set forth in the
Community Benefits E bit shall be modified to conform to such approvals and to ensure that the
total value of Comm ty Benefits provided is neither increased nor decreased.
Section 14. E ironmental Resources Review. The City finds that the SAP will confer a
significant net ' provement upon the publicly accessible tree canopy in the area. The City and
Developer aee that the Developer shall comply with the intent and requirements of Chapter 17
of the City ode, except as otherwise set forth in or modified by this Section 14. Notwithstanding
the prov'.ions of Section 17-33 of the City Code, any tree permit application for tree removal
and/o ee replacement at the Residential Property shall be permitted by Right and shall be
revi- ' ed and approved by the City's Public Works, Planning and/or Environmental Resources
D
artment or other applicable City departments.
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SUBSTITUTED
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 ' the
development and operation of the SAP comply with all applicable fire and life safe � laws,
ordinances and regulations including life safety codes to ensure the safety of City res , ents and
guests at the Residential Property within the SAP Area. Specifically, and without li .' tation, the
Developer will install and construct all required fire safety equipment and water 1es with flow
sufficient to contain all possible fire occurrences within the Residential Property
Section 17. Temporary Use Permits. Notwithstanding the requirements
City Code, the City and Developer mutually agree that a residential sales
within the SAP Area, which shall be permitted by Right and approved vi
("TUP"), subject to the expedited approval timeline provided in Exit'
for a residential sales center within the SAP Area shall not require
Article XIII of the
enter may be situated
Temporary Use Permit
it "I". An approved TUP
itional parking.
Section 18. Watson Island Trolley Stop. Developer ackno ' edges the City's intent to expand
the public transit service with a trolley service to the W son Island area. Developer shall
coordinate, in good faith, with the City to identify a mutuall agreeable location for a future trolley
stop located on Watson Island. The Parties agree that t' precise location, timing, design, and
funding of such stop shall be subject to further study, p ning, and approval by the City in its sole
discretion. Developer shall not be obligated to cons r. ct, operate, or maintain any trolley stop, but
agrees to cooperate with the City to facilitate the ting and implementation of a trolley stop on
Watson Island. Nothing herein shall be constru:. to obligate the Developer to establish a trolley
stop at the Residential Property.
Section 19. Rescission and Renamin
(a) Rescission of Resolut
previously adopted
naming of the a
Causeway as
improvement
Agreement
rescinde
f Parrot Jun ' le Trail.
n No. R-01-533. The Parties acknowledge that the City
solution No. R-01-533, dated May 24, 2001, approving the
ess road located on Watson Island along the MacArthur
arrot Jungle Trail". In consideration of the new Public Park
and the Development of the Residential Property under this
e City and Developer agree that Resolution No. R-01-533 is hereby
nd any naming rights established thereunder shall be null and void.
(b) Ren. '. in of Access Road. The Parties further agree that the access road formerly
kn►' n as "Parrot Jungle Trail" shall be renamed to "Jungle Island Drive". Such
aming 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.
Sectio , 0 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
SUBSTITUTED
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, t
following approvals and permits and any successor or analogous approvals d
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 rele
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
of any existing Unities,
plicable, City) Traffic approvals;
xi. Miami -Dade County Wa r and Sanitary Sewage Agreement(s);
xii. Miami -Dade County GERM approvals;
xiii. Federal Aviatio Administration and Miami -Dade Aviation Department
determination and approval(s);
xiv. Right of y Encroachment permits or licenses;
xv. Miam 'arking Authority approvals, if applicable;
xvi. B ding permits, including any associated phased permit;
xvii. Certificates of use and/or occupancy;
xv 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
SUBSTITUTED
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 t
requirements and criteria of the Existing Zoning, the Comprehensive Plan, and
terms of this Agreement.
Section 21. Consistency with Comprehensive Plan and Land Development Re
The City finds that Development of the SAP Area is in conformity with the Existin
is consistent with the Comprehensive Plan and Land Development Regulations.
lations.
oning and
Section 22. Necessity of Complying with Regulations Relative to Deve pment Permits.
The Developer and the City agree that the failure of this Agreement to addre a particular permit,
condition, fee, term, license, or restriction in effect on the Effective Da shall not relieve the
Developer of the necessity of complying with the regulation go -ruing said permitting
requirements, conditions, fees, terms, licenses, or restrictions. Pur ant to Section 163.3241,
Florida Statutes (2024), if state or federal laws are enacted after the ; ecution of this development
agreement which are applicable to and preclude the parties' cor •liance with the terms of this
development agreement, this Agreement shall be modified or oked as is necessary to comply
with the relevant state or federal laws.
Section 23. Phased Development. The Developer an the City agree that Development of the
Residential Property may be developed by multiple pay es in multiple phases and is designated as
a Phased Project, as defined herein.
Section 24. Construction Management an . 1 oise Waiver. In support of the expeditious and
orderly Development of the Residential Pro p , the City Manager authorizes a waiver of the
noise restrictions for construction equipme pursuant to Section 36-6(c) of the City's Code of
Ordinances, so as to allow construction, i . uding concrete pours and crane lifts, Monday through
Friday from 5:00 a.m. to 11:00 p.m., n► including holidays. The City Manager also authorizes a
waiver of the noise restrictions, as ne' -ssary, to permit Developer to conduct mass concrete pours
continuously from start to finish ich are critical for ensuring the structural soundness of the
proposed Development of the Re dential Project. These waivers of noise restrictions shall be valid
from the commencement of t demolition of any existing structures at the Residential Property
until final COs are issued fo -ach and all structures and phases of Development of the Residential
Proj ect.
Developer or its con ► . ctors must attain approval prior to any work to take place on Federal
holidays and/or Sur days from the City Manager. Any such waiver request for Federal holidays
and/or Sundays 1 be reviewed by the City Manager on a case -by -case basis. Violation of this
provision may sult in a code enforcement violation pursuant to Chapter 2, Article X, provided,
however, the ity reserves all legal remedies under Florida law and the use of one remedy shall
not precluthe use of another.
Devel
to p
er agrees to require the general contractor for the Development of the Residential Project
ide the City with a "Noise Management Plan" prior to the commencement of construction
o the Residential Property. The Noise Management Plan shall include the following: (i)
evelopment information; (ii) 24-hour emergency contact information; (iii) a list of equipment
12
SUBSTITUTED
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 pe the
development of the Residential Property in accordance with the Existing oning,
the Comprehensive Plan, the SAP Regulating Plan and Concept Boo and this
Agreement.
(b) Nothing herein shall prohibit an increase in the density or intensity •f development
permitted on the Residential Property in a manner consistent w (i) the Existing
Zoning and/or the Comprehensive Plan, (ii) any zoning ange subsequently
requested or initiated by the Developer in accordance with . Ilicable provisions of
law, or (iii) any zoning change subsequently enacted by t' - City.
(c) The expiration or termination of this Agreement sha not be considered a waiver
of, or limitation upon, the rights, including, but not mited to, any claims of vested
rights or equitable estoppel, obtained or held by e Developer or its successors or
assigns to continue development of the Resi i ntial Property in conformity with
Existing Zoning and all development permit •r development orders granted by the
City.
Section 26. Annual Review.
(a) The Developer shall provide to the ity, on an annual basis, a status of the Project
in the SAP Area in order fo the City to conduct an annual review of the
Development of the Residen .1 Property, including compliance with Developer's
obligations as described i • ection 13 herein, until such time as fully built. This
requirement shall comma ce twelve (12) months after the Effective Date and shall
continue throughout t' - term. The status from the Developer shall contain a
description of tho pertinent and applicable sections of the Developer's
compliance with tobligations under this Agreement.
(b) During its an , al review, the City may ask for additional information not provided
by the Dev- •per. Any additional information required of the Developer during an
annual re ew shall be limited to that reasonably required to determine the extent
to whic ' the Developer is proceeding in good faith to comply with the terms of this
Agre - ent.
(c)
ject to the applicable terms and provisions of this Agreement, if the City finds
n 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
SUBSTITUTED
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 • reunder
shall, except as otherwise expressly provided, be in writing and . • ivered by
personal service or sent by United States Registered or Certified Mail eturn receipt
requested, postage prepaid, or by overnight express delivery, • • ch as Federal
Express, to the Parties at the addresses listed below. Any notic::iven pursuant to
this Agreement shall be deemed given when received. Any aions required to be
taken hereunder which fall on Saturday, Sunday, or Unite' States legal holidays
shall be deemed to be performed timely when taken .n the succeeding day
thereafter which shall not be a Saturday, Sunday or leg- holiday.
To the City:
City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133
To The Develo r r:
Eco iliency Miami, LLC
A
With a copy to•
City ttorney
mi Riverside Center
44 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:
14
Greenberg Traurig, P.A.
Attn: Iris V. Escarra, Esq.
333 SE 2nd Avenue, Suite 4400
Miami, FL 33131
SUBSTITUTED
(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 mu ally
understood and agreed by the Parties hereto, that this Agreement shall be governed by the .ws of
the State of Florida, and any applicable federal law, both as to interpretation and perfo nce, and
that any action at law, suit in equity, or judicial proceedings for the enforcement of thi greement
or any provision hereof shall be instituted only in the courts of the State of Florida o ederal courts
and venue for any such actions shall lie exclusively in a court of competent juristion in Miami -
Dade County. In addition to any other legal rights, the City and the Developer all each have the
right to specific performance of this Agreement in court. Each Party shall b:,r its own attorney's
fees. Each party waives any defense, whether asserted by motion .r pleading, that the
aforementioned courts are an improper or inconvenient venue. Moreo r, the Parties consent to
the personal jurisdiction of the aforementioned courts and irrevocably aive any objections to said
jurisdiction. The Parties irrevocably waive any rights to a jury trial
Section 29. No Oral Change or Termination. This
attachments constitute the entire Agreement between the Pa
of the Ecoresiliency SAP discussed herein. This Agreem
understandings between the Parties with respect to
modification, or discharge hereof in whole or in p
modification, or discharge is in writing and signed b
change, modification, or discharge is sought and
County, or as otherwise specified in this Agr
noticed public hearings before the City Co
terminated orally.
reement and the exhibits and
es with respect to the components
supersedes any prior agreements or
e subject matter hereof. No change,
shall be effective unless such change,
the party against whom enforcement of the
corded in the public records of Miami -Dade
ent. Any modification requires two (2) duly
ission. This Agreement cannot be changed or
Section 30. Com s liance with A I I able Law. Subject to the terms and conditions of this
Agreement, throughout the term of t ' Agreement, the Developer and the City shall comply with
all applicable federal, state, and .cal laws, rules, regulations, codes, ordinances, resolutions,
administrative orders, permits, ► •licies and procedures, and orders that govern or relate to the
respective Parties' obligations nd performance under this Agreement in all material respects, all
as they may be amended fro ' time to time.
Section 31. Re
Agreement has been
authority to do so a
of such party, en
ations• Re s resentatives. Each Party represents to the other that this
my authorized, delivered, and executed by such Party with the legal
therefore this Agreement constitutes the legal, valid, and binding obligation
ceable in accordance with its terms.
Section 32. No Exclusive Remedies. No remedy or election given by any provision in this
Agreemen shall be deemed exclusive unless expressly so indicated. Wherever possible, the
remedie ranted hereunder upon a default of the other Party shall be cumulative and in addition
to all • er remedies at law or equity arising from such event of default, except where otherwise
exp ssly provided.
15
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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 th'
Agreement shall constitute a waiver of any subsequent breach of the same or any other provi
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 e following
events occur and continue beyond the applicable grace period: th 0 eveloper fails
to perform or breaches any material term(s), covenant(s), or c% dition(s) of this
Agreement, which breach is not cured within thirty (30) days a er receipt of written
notice from the City specifying the nature of such breach; p evided, however, that
if such breach cannot reasonably be cured within th' (30) days, then the
Developer shall not be in default if it commences to c e such breach within said
thirty (30) day period and diligently prosecutes such - re to completion.
(b) The City shall be in default under this Agreem
breaches any material term(s), covenant(s), or
such failure is not cured within thirty (30) d
the Developer specifying the nature of suc
breach cannot reasonably be cured wit
default if it commences to cure such
diligently prosecutes such cure to c
t if the City fails to perform or
ondition(s) of this Agreement and
s after receipt of written notice from
reach; provided, however, that if such
thirty (30) days, the City shall not be in
each within said thirty (30) day period and
pletion.
(c) It shall not be a default under is Agreement if either Party is declared bankrupt
by a court of competent juri ction. All rights and obligations in this Agreement
shall survive such bankru! y of either party. The Parties hereby forfeit any right
to terminate this Agree t upon the bankruptcy of the other party.
(d) Notwithstanding th
contrary, followi
successor(s) or
not be deeme
assignee of
shall not
Devel
For
ph
oregoing or anything contained in this Agreement to the
an assignment of this Agreement, (i) a default by any
signee(s) of the Developer of any portion of this Agreement shall
to be a breach by (A) the Developer, or (B) any other successor or
e Developer; and (ii) a default by the Developer under this Agreement
e deemed to be a breach by any successor(s) or assignee(s) of the
er of their respective rights, duties, or obligations under this Agreement.
rposes of clarity, the Project may be developed by multiple parties in multiple
es over the next several years. Any actual or alleged default by a developer of
ortion(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.
Sectn 35. Remedies Upon Default.
16
SUBSTITUTED
(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 wit the
applicable grace period, the Developer and the City agree that any party seek
specific performance of this Agreement, and that seeking specific pe ormance
shall not waive any right of such party to also seek monetary damage , injunctive
relief, or any other relief other than termination of this Agre ent (unless
specifically provided for in this Agreement). Each Party shbear its own
attorney's fees in any such action.
Section 36. Severability. If any term or provision of this Agreement o e application thereof
to any person or circumstance shall, to any extent, hereafter be det: ined to be invalid or
unenforceable, the remainder of this Agreement or the application o such team or provision to
persons or circumstances other than those as to which it is held invd or unenforceable shall not
be affected thereby and shall continue in full force and effect.
Section 37. Authorization to Withhold Permits and Ins ► ctions. In the event the Developer
is obligated to make payments or material improvements uer the terms of this Agreement or to
take or refrain from taking any other action under this A t reement and/or the Purchase and Sale
Agreement, including any financial obligations thereu ' -r, and such obligations are not performed
as required, in addition to any other remedies availa► e, the City is hereby authorized to withhold
any further permits, and refuse any inspections •r grant any approvals until such time this
Agreement and/or the Purchase and Sale Agree , -nt are complied with.
Section 38. Assignment and Transfer. ' is Agreement shall be binding on the Developer and
its heirs, successors, and assigns, includi : the successor to or assignee of any property interest in
the Residential Property ("Property In rest"). The Developer, at its sole discretion, may assign,
in whole or in part, this Agreement • any of its rights and obligations hereunder, or may extend
the benefits of this Agreement, to a • , holder of a Property Interest without the prior written consent
or any other approval of the C . Any such assignee shall assume all applicable rights and
obligations under this Agree, ent. The Developer shall provide written notice of any such
assignment to the City in cordance with the Notices section herein. Any reference to the
Developer in this Agreem t also applies to any heir, successor, or assignee of the Developer.
Section 39. Obli ons Survivin Termination Hereof. Notwithstanding and prevailing
over any contrary t or provision contained herein, in the event of any lawful termination of this
Agreement, the f• owing obligations shall survive such termination and continue in full force and
effect until the piration of a one (1) year term following the earlier of the effective date of such
termination • the expiration of the Term: (i) the exclusive venue and choice of law provisions
contained rein; (ii) rights of any party arising during or attributable to the period prior to
expirati • or earlier termination of this Agreement; and (iii) any other term or provision herein
which pressly indicates either that it survives the termination or expiration hereof or is or may
be •licable or effective beyond the expiration or permitted early termination hereof.
17
SUBSTITUTED
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 deeme
agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and e
City, its contractors, agents, and employees shall not be deemed contractors, agents, or empl ' ees
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 pra
to the terms and conditions of this Agreement. Exhibit "I"
establishes the expedited permitting and approval timelines ag
The Parties agree that time is of the essence in all aspects
mutual responsibilities pursuant to this Agreement. Th
efforts to expedite the permitting and approval proce
Developer in achieving its development and con
Residential Property. The City will accommodate
general contractor and subcontractors for review
packages, such as those for excavation, site w
core, and interiors. In addition, the City Ma
will have a primary (though not exclusi
contact and liaison with the Develo
processing and issuance of all permit
all of the various departments and
right to review and approve all a
cable pursuant
attached hereto,
d to by the Parties.
their respective and
City shall use its best
in an effort to assist the
ction milestones for the
equests from the Developer's
f phased or multiple permitting
k and foundations, building shell,
ger will designate an individual who
duty to serve as the City's point of
r in order to facilitate expediting the
d license applications and approvals across
fices of the City which have the authority or
ications for such permits and licenses.
(b) Notwithstanding the foregoi • , the City shall not be obligated to issue any permit
to the extent the Develop does not comply with the applicable requirements of
the Existing Zoning, the ' omprehensive Plan, this Agreement, applicable building
codes, and any other s tute, ordinance, rule, or regulation.
Section 42. Enforcement. Th ity, its successor or assigns, and the Developer, its successors
or assigns, shall have the right .• enforce the provisions of this Agreement. Enforcement shall be
by action at law or in equity . gainst any parties or persons violating or attempting to violate any
covenants, either to restrai ' iolation or to recover damages or both. Each party shall bear its own
respective attorney's fe
Section 43. Am dment or Termination b Mutual Consent. This Agreement may not be
amended or term - . ted during its Term except by mutual written agreement of the Developer, and
its successors i assigns, and the City in writing. Prior to any amendment or termination of this
Agreement d ng its Term, the City Commission shall hold two (2) duly noticed public hearings.
Section - . Indemnity. Developer agrees to indemnify, defend, and hold harmless the City
agains .nd from any and all claims by or on behalf of any person, firm or corporation, arising
fro his Agreement, the Special Area Plan approval, and any hazardous condition of the
R:. dential Property, in accordance with and subject to the indemnification provisions provided in
ction 17 of the Purchase and Sale Agreement. For avoidance of doubt, the Developer hereby
18
SUBSTITUTED
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, covenan and
obligations set forth in this Agreement extend to Developer, its successor(s), heir(s), grtee(s),
and/or assign(s).
Section 46. Headings. The section headings contained in this Agreement are or reference
purposes only and shall not affect the meaning or interpretation of this Agreeme
Section 47. No Conflict of Interest. The Developer agrees to comply w Section 2-612 of
the City Code as of the Effective Date, with respect to conflicts of interes and with the State of
Florida Ethics Code, and the Miami -Dade County Conflict of Inter- t and Code of Ethics
Ordinance.
Section 48. No Third -Party Beneficiary. No persons or entiti other than Developer and the
City, their heirs, permitted successors, and assigns, shall have ny rights whatsoever under this
Agreement.
Section 49. Counterparts/Electronic Signature. Agreement may be executed in any
number of counterparts, each of which so executed s be deemed to be an original, and such
counterparts shall together constitute but one and e same Agreement. The Parties shall be
entitled to sign and transmit an electronic signatur-, •f this Agreement (whether by facsimile, PDF
or other email transmission), which signature . all be binding on the party whose name is
contained therein. Any party providing an e ctronic signature agrees to promptly execute and
deliver to the other parties an original signe. Agreement upon request.
Section 50. Recording. This Agre ent shall be recorded in the Public Records of Miami -
Dade County, Florida at the Develop- s expense and shall inure to the benefit of the City. A copy
of the recorded Development Agr- ent shall be provided to the City Clerk, the City Attorney,
and the Planning Depailiuent wi n two (2) weeks of recording.
Section 51. Esto . s el Ce ficate. Upon request by the Developer, the City or its duly
authorized representative 11 deliver to the Developer, within thirty (30) days after such request
is made, a certificate in -riting certifying (a) that this Agreement is unmodified and in full force
and effect (or if ther have been any modifications, a description of such modifications and
confirmation that t' s Agreement as modified is in full force and effect); (b) that to the best
knowledge, info ► ation and belief of such the City, the Developer is not, at that time, in default
under any prov'. on of this Agreement, or, if in default, the nature thereof in detail; (c) to the best
knowledge o e City, whether Developer has a claim against the City under this Agreement, and,
if so, the re thereof and the dollar amount of such claim; and (d) such other matters as such
Develop or its lender may reasonably request. Each party further agrees that such certificate
shall s in a form reasonably acceptable to the City Attorney and may be relied upon by (1) any
pro ective purchaser of the fee or mortgage or assignee of any mortgage on the fee of the
R .idential Property or any portion thereof.
19
SUBSTITUTED
NOW, WHEREOF, the City and Developer have caused this Agreement to be duly
executed.
[Signature blocks for City and Developer on next pages]
20
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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 nager
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
Witnessed by:
Printed:
Printed:
STATE OF )
) ss:
COUNTY OF )
SUBSTITUTED
, 20
ECORESILIENCY MIAMI LLC
a Delaware limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me [ ] physical presence or [ ] online
notarization this day of , 20 by , the of
ECORESILIENCY MIAMI LLC, a Delaware limit; 4 liability company. He/She is personally
known to me or presented as identi ation and who did not take an oath.
otary Public, State of
NOTARY SEAL/ STAMP Print Name
22
SUBSTITUTED
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 5
Range 42 East, being more particularly described as follows:
Commence al ca poir` krown as F.T. STATION 25+50 of the official map of locatio
of a portion of Sec;ticar, 57+05, designated as a port of State Read A-1 —A in Dad
Florida as recorded in Plot Book 56 at Page 71 of the Public Records of Dade
said Point being the paint of tangency of the centerline of the rrlras: Northerly
Douglas Macarthur Causeway, running Southeastwardly from the Northwesterly
Island and having a radius of 1432.69 feet and a central circle of 62 degr
secords: thence run North 60 degrees 52 minutes 45 seconds East, don
prolongation of the radial line of the above mentioned curve for a dista
the Paint cif Herrin of the parcel to be described. (Said paint bein
Beginning of lease oreo 1 Miami Yacht Club; thence South 09 degree-
East, along the Southwesterly line of said lease area 1 and its Sout
857.30 feet; thence Scauth 60 degrees 52 minutes 45 seconds We
intersection ,with a line parallel and 100 fee. Northeasterly of :he
line of said Macarthur Causeway; thence North 29 degrees 07
parallel to said right—of—way for ` 100.97 feet to a point of
tangential curve concave to the Southwest having a radius
25 degrees 16 minutes 16 seconds for an arc distance of
degrees 00 minutes OD seconds West for 94.95 feet to i
right—of—way line of said Macarthur Causeway and a cir
s<aid paint bears South 41 degrees 51 r i rutes 57 se:-
oIor said u..arve having for its elements ca radius 01
•Jvyrt;es 4 / minutes 18 seconds for an arc distant;
•.n.arvat.ire; (0) thence along iva compourd curve
elements a radi.is of 1441.2.5 feet, a central a
on arc disturice of 514.75 feet: (0) thence N
338.29 feet; thence South 55 degrees 05 rn
inersection with the approximate shoreline
shoreline for the following eight courses
for 63.38 feet; (7) thence South 86 de
thence South 82 degrees 33 minutes
{ r c rninu-e 5 34 Sernnds Ens
East for ' 02,.511 feet;
=:r 82.52 =eat; (7) -hence South
thence Nor h 80 degrees 40
the Southwesterly line of said
East along said line for 288
LESS ANI) FXCEPT:
and survey
County,
aunty, Florida,
urve of General
rner of Watson
s 00 minutes 00
he Northeasterly
e of 670.74 feet to
also the Paint of
2 min.,tes 53 seconds
us.erly exterisior fur
'or 223.24 feet to its
act Northerly righ of —way
rutes 15 seconds West,
gency: (A) ;hence along a
800,0D feet, a central angle of
52.85 feet, thence South 90
intersection with the Northerly
lar curve concave to the Southwest,
nds 'Nest from its ;;eater, (I-3) ttience
090.6,1 feet, a central Lingle of 6
cap 129.22 feet .i u point Lit compound
ncave to the Southwest havirg for i-.s
r5- 20 decrees 27 min.ites 49 secords for
h ,3,1 decrees '.2.1 rniriutes 16 seconds Eust for
utes 44 seconds, Eust for /26.4/ feet to its
Biscayne Bay; -hence continue along said
South 88 degrees 2 minutes 37 seconds East
ees 09 minutes 34 seconds East for 68.47 feet; (3)
seconds East for 131.22 feet: (4) thence South 72
for 87,21 feet; (5) thence South 69 degrees 29 minutes
i thence South 6/ degrees :5.5 rr'irutes 2,1 sescards East
9 degrees 05 min.atcs 26 seconds East for 94.62 feet; (8)
flutes 44 seconds East for 46.77 feet to its intersection with
case Area 1, thence South 08 degrees 07 minutes 15 seconds
feet LT.; the Point of Beginning and there terminating.
23
SUBSTITUTED
That portion of WATSON ISLAND lying and being I r Secrlans 31 and 32,
Runge 42 East described as `oIIaws:
Commence. of a point known os P.T. STATION 25 + 5C of the offieiuI riup o. lotatian and
survey of a portion of Section 8706 designated as o par_ of S _ate Road A-1—A in
Micarni—[lade Codr'ty, Florida pis rcc carded in Pki: Doak 5v ri, Page 71 ; f the Public Rem' .s vT
Dade County, Florida, said paint being the point of tangency o= the centerline of the rn t
northerly curve of General Douglas MacArthur Causeway, runring Mutheaaterly from the
northwesterly corner ot Watson Island and having a radius ot 1432.69 feet and a c
of 52 degree 00 r-iirires 00 seconds; -heHeft kinrthti BOl de:areps 52 riinires J 5 ft
along the northea me rly prolongation o= the radial line ot thc above rncr.ioned •au
distance ct ;,. 0." feet to a point on the eri R e rIy right—ol—way line of id M
Couticwuy os recorded in 0=ficial Records eok 16016, at Page 1171 and Of i
1$699, at Page 1236. of the f'.i hl Ic Records of Cede County, Florida; thence
07 r'r iri Jtes 15 c• v rids Wes:, :a Nor• 9 said right—of—way line, e, 256 28 feet :e
curvature of c curve concave to the sauthwes=; thence northwesterly aI,n
curve, havirr o radius of 926.00 feet and a central angle of 2.5 degree
seconds, a distance of 416.55 feet: thence North 54 degrees bi rninu-
3.51 fee: to the point or Beginning: therce continue North 51 degre
West, 15.. 45 Peet to o poirt of ourva _u re of a curve c an cove, to -
northwesterly along the arc= ref said curve, having radi'J s ..^f '45
of 16 degrees 22 rn ir.0 .es 32 seconds, o distonc e of 415.54 4 fc
43 minutes 47 eee,onds East, radially to the Iaat and next d e s
4.77 fee; to a point or a non —tangent curve, concave to :he
along the arc of said curve,. having a radius of 1459.02 fe
degrees 50 minutes 3H seconds, a di su nce of 97.59 feet
distance beir g coincident with the easterly and northeast
MacArthur Causeway as recorded in Official Records 1
Records Book 15699, at rage 1236 of the Public Re
degrees 54 minutes 16 seconds. Wes-, 15_80 feet to
curve c.orcove ^ the southwest (a radial line to
rru r ue:s J 5 sector ds East); thence southeasterly
ot 1441.25 and a central angle of 20 degrees
feet :c a point of cornpo.and cdrootdre 3f a
southeasterly along :he arc of said curve, h
of 06 degrees 47 n it Tres s econc1 , ca
C) rrinJtes C[3 seconds Eost, 35.33 tee.
TOGETHER WITH THE FALLOWIRC L.ANCS
That portion of WATSON ISL6N Ixiiv sar•rj beirly it Ses;.ioros .31 (Ind 32, Towr sliip 53 South,
Ronge 42 East, described as folic
Commence at a point known • P.T. .5TA11#244 25+50 of the aftiaial reap of location and survey
of a portion ec.-inn 7(6 rles.Onaterl as ca p i it of State Road A-1—A Diode County, Florida
as recorded in Fla. gook 5 sage f ' ot thc F' abl ic. 'accords of Miami —G,a do Co J nty, Floridfl,
sold point bting -ha point ,= tangency the centerline of -he most ror-harlr ckinve of General
Douglas MacArthur Cause y, running southeasterly from .h• u nor.h• wt:Aer ly° corner of *bison
Island a r d having a ra, is of 143 _6 J feet a r d =i c en-ral angle o= 67 degrees ❑O minutes 00
seconds: :hence "forth 0 degrees 52 rni r• gates 45 :wear• du Es L t_ along the rw a rtheasterly
prolongation of the ' A dial line of the above mentioned curse for a distance of 570.74 feet;
thence So.ath grees 52 minutes 53 senor d s East, 367,30 fleet to the Point of Beginning;
thence cantirue " Jth DR degrees 52 rnirutes .h3 secords East, 410.00 feet; thence North 60
degrees 52 rrfin es 45 seconds East, reet. thence rkor..h GS degrees 415 riinutes 0fa
seconds West, '9.29 f.cct; thercc North 09 decrees 52 minutes 53 seconds West, 1510.24 feet;
thence North " 3 degrees 41 minutes 45 sec. c: n d s West, 134.32 feet; thence North ' 3 degrees
41 minutes `a seconds Wes:, g 4.0 f teat; :h u ri c t�-, v.uth 59 degrees 32 minutes . r seconds.
West, 15. feet to the Doint of _Begirring.
ral angle
.ands EList.
for a
Arth:ar
I Records Elook
orth 29 degrees
point of
the arc cif said
46 minutes 26
s 41 seconds West,
3 rr i mates 4 - seconds
so Jthwe s.; therce
5 feet rind a centred Tangle
thence North 16 degrees
!bed curies, 4 diatom of
o Jthwestt; thence northwesterly
and a central angle of 03
he preceding six co J rses and
y right —of —ray line of said
16015, at '-'age ' 17` and Official
rd s of Cade Co dnty); then ve South 34
paint of curvature of a ran —tangent
point bears North 14 degracs .36
ng the arc of said curve, ham r g a radius
minutes 49 seconds, a distance of 514,75
roe concave to the $ c uth west, -hene
irg a radius cif 1 U{9'3.64 feet and a cur traI angle
stance or 129.22 feet; thence North 90 degrees
.h•e VVin. ot Livginniry_
24
SUBSTITUTED
PARCEL II (Appurtenont Easernert)_
Non —Exclusive Easements es set forth in that certain Lease and Jeveloprrirr-
September 2F 1997, by Ord be:weer CITY OF krIAM I. o m u r ici p el carpsara ri- r• +I
Flcridq, as IorrOlora, Onci PARROT ..lUNJQLE AND GARDENS OF WATSCN I'SLAr,r, II•. -• .
corpr rutikn, as tenant, as ewidenced by the Mcrnerondum of LC415C filed Jurruury
0"ic. ial Records 5ook 19446, Page 1; as nodif ied byr -he Mod ific akien of Lease
vvelopi ent Agreement recorded iri iei it Rm crpis Brook 20602, Page 34€ 7;
modified by _hose certain unrecorded Third VodifiGatian to Lease and Deveto
dented October 29, 2O0., ard Fo Jrth k,1odif is at icr to Lease and Ce°. elo Ip rr erg
June 24, 2G09; as assigned to ESJ JI Leasehold, LLC, a Florida lirThed r
signee Lessee) pursuant to the Ass igr rnent and Assum pt for ree rr e
Sublease recorded in G=`ficial Records $oak 30486, Page 25f9;: as fu
Special Warrarry Deed 'or improvements to ESJ JI Leasehold, LLC, Ki
company recorded in etti ci o l kec ord s Hoak ti )4e16, page 265' ; an
the kn n irrrent to Memorandum ref Lease recorded ir Ref.
of the I-' bl is o r ds of Miami —Ludo County,. Florida, being m
fQIlowa:
E I I' I 0) for he -: I I i u y use of Wa:son Island duri
by Lessen . r the Subject Proper_. (ii) in f
1 �1 _,ru, _. I rr °:' iII i1 is r�� •:I Hatior, maintenance. repair. re
utilityr - r ili+r :: rr_h as •,.-aker lines, fire (ands, gas ma
stc rrr :II. I ii .r- r i , • • i ,, and other utility lines a ri d
Freres and irire=.{. .lily for the non—exclusive righ
access to and frorr -1-r 3ubjrec 7. Property to Mac'
right of Lessee ..o I::.: rtions 'W'a-tor !slur
the Lease ("Watson Island"), in ccmmen with
res:ric7. portions of Watson Island 'or reason
unobstructed pedestrian access to a n d fro
their employees, agcrt.s, customers ,and it
for the redsirable right anod earseri. rt
purpose of pe rfi r rr i ng rna ir-enance or
(vi) for the nan—ex:_duoive rights artid
replacement of •utility =a ciI ikiee and
adjacent portion: o2 liVa7.son Islan
approved by the Lessor from ti
nd
further
^r�= Agreement
.cyreer-terI doa7.eJ
ility ec m pony
and Term i nati nn of
er af'ected by the
lorida Iirrited liability
os further on-endrrert by
ids FiC.PO K Y.:667, PC19E1 4517,
particularly described es
construction cii leasehold
or of Lessee, on a non—exclusive
oe rr ent, relocation and removal of
s, electrical power li r es, telephone lines,
aril ities F including reasor able rights of
endeasement for u nt bs-ru cted vehicular
hur Causeway; (iv) for the non—exclusive
which Watson Island is depicted by sketch in
e public, subject to the Lessor's right to
e periods during special events, 'or the
the Subject Property by Lessee, subtenants and
tees to all Olt the public areas at Watson Island; (v)
enter onto thOSe portions of Watson Island for the
repairs to the Lnsmfe's Lca i hol d I m pr air .r-rants; orrd
asernents for it stalk ion, r rai'rtenance, repair and
r p edestria rm and vehicular access c. and :rein h e
t, the Subject Property as such locators as may be
to time_
25
SUBSTITUTED
Exhibit `B"
Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying arid being irrSections 31 and 32, Township63 South,
Range 42 East, being more particularly described as follows:
Commence ate point known as RT. STATION 25450 of the official mop of location d
su rveyof a portion of Section 8706, designated as a part of State Road A-1-Ain ' = de
County, Florida as recorded in Plat EDOk 56 at Page 71 of the Pubic Records . • ode
County, Florida, said Point being the point of tangency of the centerline of e most
Northerly curve of Gene rat Douglas Mace rthur Causeway, runningSoutr=stwerdlyfrorn
the. Northwesterly corner of Watson Island and honing a radius of 143 . feet and Si central
angle tat 62 degrees 00 minutes 00 seconds; thence run North 6-0 d ees 52 minutes 45
seconds East, along the Nertheasterly prolongation of the radix ne of the above
mentioned curve for a distance of 670.74 feet to the Point of ; ginning of the parcel to be
described. (Said point being atso the Point of Beginning of ase areal Miami Yacht Club;
thence South 49 degrees 52 minutes 53 seconds East, a • ng the SouthwesterLy line of said
lease area 1 and its Southeasterly extension for857.3+ `-et; thence South 60 degrees 52
minutes 45 seconds West, for 223,24feetto its intcation with a tine parallel and 100feet
Northeasterly of the mot Northerly righ I -of -way e of said Mlanarthur Causeway; thence
North 29 degrees 07 minutes 15 seconds Wes
teat to a point of tangency: (A) thence aLon
having a radius of 800.00 feet, a central a
am distance of 362.85 feet, thence So
94,95 feet to its intersection with th
Causeway and a circular curve c
degrees 51 minutes 52 second
its elements a radius of 109
for an arc distance of 129
compound curve acne
feet, a central angle
feet; (D) thence N
South 55 degre
approximate
following e
thence
degre
parallel. to said right-of-way for 1100_97
tangenti i cu:rdo conceive to the Southwest
e of 25 degrees 16 minutes 16 seconds for an
90 degrees 00 minutes 00 seconds West for
ortherty right-of-way Line of said Macarthur
cave to the Southwest, said point 'beara South 41
est from its center; (B) thence along saki curve having for
feet, a central angle of 6 degrees 47 minutes 18 seconds
feet to a point of compound curvature; () thence along a
e to the Southwest Having for its elements a radius of 1441.25
20 degrees 27minutes 49 seconds for an arc distance of 514,75
h 34 degrees 54 minutes 13 seconds East for 333.29 feet; thence
05 minutes 44 seconds, East for 726.47 feet torts intersection with the
oreline of Biscayne Bay; thence continue along said shoreline for the
t courses (1) S oath 88 degrees 21 minutes 37 seconds East for 63,38 feet: (2)
uth 85 degrees 09 minutes 34 seconds East for 60.47 feet; (3) thence South B2
33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees1S
26
SUBSTITUTED
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (6} thence South 67 degrees 53 minutes 24 seconds East for
82.52 feet; (7) thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8)
thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly Line of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said line for 2t .12feet to the Point of Beginning and there terminate.
LESS AND EXCEPT:
That portion of WATSON ISLAND Lying and being in Sections 31 and 32,
Range 42 East described as follows:
:3 S.iutr.
Commence at a point known as P.T. STATION 25 } 50 of the offi • - l Map allocation and
survey of a portion of Section 6706 designated as a part of S to Read A-1-A in Miami -Dade
County, Florida as recorded in Plat Book 56 at Page 71 of , r Public Records of Dade
County, Florida, said point being the point of tangency
northerly curve of General D IugLas MacArthur aus
northwesterly corner of Watson island and having
angle of 62 degrees 4O minutes 00seconds; th
seconds East, along the northeasterly proton
mentioned curve fora distance of 130.00
said MacArthur Causeway as recorded i
Official Records Book 18699, at Page
thence North 29 degrees 07 rxrirrut
feet to a point of curvature of a
along the arc of said curve, h
46 minutes 26 seconds, a
seconds West, 3.51 feet
minutes 41 seconds
southwest; thence
feet and a centre ngle of 16 degrees 22 minutes 32 seconds, a distance of 415.64 feet;
thence North degrees 43 minutes 47 seconds East, radially to the last and next
described c :s, a distance of 4,77 feet to a point on a non -tangent curie, concave to the
southwe thence northwesterly along the arc of said curve, having a radius of 1458.02
feet an, a central angle of 03 degrees 50 minutes 38 geCOnds, a distance of 97.89 feet the
the centerline of the most
ey, running south aeterlyfrenrr the
radius of 1432.69 feat and a central
ce North 60 degrees 52 minutes 45
teen of the radial line of the above
t to a point on the easterly right-of-way line of
Official Records Book 18018, at Page 1171 and
36 of the public Records of Dade County, Florida;
15 seconds West, along said right-of=vway line, 256.28
concave to the southwest; thence northwesterly
nga radius of 926.00 feet and a central ankle of 25 degrees
tance of 416.55 feet; thence North 54 degrees 53 minutes 41
the Point of Beginning; thence continue North 54degrees53
st, 157.45 feet to a point at curvature of a curve concave to the
rthwestert r along the arc of said curve, having a radius of 1454.25
27
SUBSTITUTED
preceding six ovursesand distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas 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 18 seconds West,18.80 feet to a point of
curvature of a non -tangent curve concave to the southwest (a radial line to said point b , rs
North 14 degrees 36 minutes 45 seconds East): thence southeasterly alongthe arc o 4aid
cure, having a radius of 1441.25 and a central angle of 20 degrees 27 minutes 49
conds,
a distance of 514.76 feet to a point of compound curvature of a curve concave t• e
southwest; thence southeasterly along the am of said curve, having a radius • 1004-64
feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance .' ' 29.22 feet;
thence North 90 degrees 00 minutes 00 seconds East, 35,33 feet to the int of Beginning_
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND lying and being in Sections 31 d 32, Township 53 South,
Range 42 East, described as follows:
Commence eta point known es RT. MATION 25+0 of e official map of location and
sunray of a portion of Section 8706, designated as t ,art of State Road A-1-A Dade County,
Florida as recorded In plat Book 56, Page 71 of t : ruOlio Records of Miaml-Dade County,
Florida, said point being the point of tangency the centerline of the most northerly curve
of General Douglas MacArthur Causeway, ning so utheasterly from the northwesterly
corner of +'atson Island and having a rad' s of 1432.69 feet and a central angle of 62
degrees 00 minutes 00 seconds; then , North 60 degrees 52 minutes 45 seconds East,
a tong the northeasterly prolongatio .fthe radial Eine of the above mentioned curve fora
distance of 670.74 feet; thence 5r th 09 degrees 52 minutes 53 seconds East, 387.30 feet
to the Point of Beginning; then ; . continue South 09 degrees 52 minutes 53 seconds Est,
470.00 feet: thence North 6i . agrees 52 minutes 45 seconds East, 30.75 feet; thence
North 08 degrees 45 rninu =s 06 seconds West, 49.29 beet: Thence North 09 degrees 52
minutes 53 seconds W. 9t,180.24feet; thence North 13 degrees 41 minlJteS 45S0n0nds
West, 134.32 feet; th - ce North 13 degrees 41 minutes 15 seconds West, 94.07 feet;
thence South 89 d : rees 32 minutes 37 seconds West,15.03 feet to the Point of Beginning,
FURTHER LES ND EXCEPT THE FOLLOWING:
LEGAL DE RIPTION:
28
SUBSTITUTED
PARCEL II (Residential Property):
That portion of WATSCN ISLAND Lying and being in Sections31 and 32, Township. 53 Sout
Range 42 East, being more. particularly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location d
survey of s portion of Section 87106 designated as a part of tat. Road A-1-A in m w-Dade
County, Florida as recorded in Plot Rook 56 at Page 71 of lec: rds + • ade
County, Florida: thence N 601'52'45" Elot 165,00feel,thatwo (2) , curses Icing
along the Northeasterly right of ways line of General. Duugta i 1 acA rihur ':' d Sway;1)
L:�ra ice S 2200715m E for 152.11 feet to the Point of Beginning; 2) then r vontinue
7S°.D7'15" E for657.31 feet; thence N 60°52'45" E for 223.24 feet- r r. ,ric::: N 60°52' " E for
30.75 feet; thence N 08°45'0" W for 49.29 feet: thence N 09°52' `' W for 180.24feet;
thence N 13°41'45' W for 134.32 feet thence N 13°'41'15' W f• 94.07 feet; thence S
89°32`37" W for 15,03 feet: thence N OV52153" W for 226.2eet; thence 5 ' "Wftr
452.65 feet to the Point of Beginning.
29
SUBSTITUTED
Exhibit "C"
Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sectors 31 and 32. Township 53 outh,
Range 42 East, being mare particularly described as "allows:
Commence at a point known as P,T. STATICS\ 25 + 50 the official map of
survey of a portion of Section 8706 designs-ed as a par, of State Road A-1
Miami —Dade County. Florida as recorded in Plat Book 56 at Page 71 of the
Dade County, Florida: thence N 50'52'45" E for 165.00 feet, the following
being along the Northeasterly right cf way Tine of General Douglas MacA
thence S 25.07'15" E for 152.11 feet 70 the Point of Beginning; 2) t
29'07'15" E for 657.31 feet; thence N 60'52`45' E for 223.24 feet;
30.75 feet; thence N 08'45.0C" W =or 49.29 feet; thence N 09'52'
thence N 13'41'45" W for 134.32 feet, thence N 13'41'15" W for
59'32'37" W for 15.03 feet; thence N 09'52`53" W for 225.20
452.65 feet to the Point of Beginning.
30
otion and
A in
ublic Records of
o (2) courses
ur Causeway; 1)
ce continue S
ence N 60'52'45" E for
W for 180.24 feet;
4,07 feet; thence S
et; thence 5 60'52'45" W for
SUBSTITUTED
Exhibit "D"
Residential Project Development Exhibit
Section 1. Purpose; Conflicts. This Exhibit is intended to govern the development of e
Residential Project (as defined below). In the event of a conflict between terms or conditio. • set
forth in this Exhibit and the terms or conditions in another portion of the Development Ag ement
(the "Development Agreement") between Ecoresiliency Miami LLC, a Delaware limit- liability
company ("Developer") and the City of Miami, a municipal corporation and a political . bdivision
of the State of Florida ("City"), the provisions of this Exhibit will govern and contr
Section 2. Definitions. Capitalized terms not otherwise defined by this Ex
meaning set forth in the Development Agreement. The following terms shall
it shall have the
ply to this Exhibit:
"Affiliate" means an entity that is controlled by, or under commo • ontrol with, Developer,
and that is at least ten percent (10%) owned, directly or i ► directly, by Developer or
Developer's principals (for the avoidance of doubt, if Devel • . er or Developer's principals
own, directly or indirectly, less than 50% of the equity i' erests in such entity, then the
majority owner(s) of such entity shall be limited partne or the equivalent thereof).
"Applicable Law(s)" shall mean all Federal, Flo % i a, City of Miami and Miami -Dade
County laws, ordinances, regulations, orders, ju. _meats, decrees and injunctions that are
applicable to the Residential Property or the P ies from courts having jurisdiction over
the Residential Property and the Parties, rule . nd requirements of Federal, State of Florida
and local boards and agencies with jurisdi ' ion over the Residential Property and Parties,
now existing or hereafter enacted, ame ► ed, adopted, foreseen and unforeseen, ordinary
and extraordinary, which are applica• - to the Parties or the Residential Property or any
part of it, but only to the extent so a, •licable.
"Business Days" shall mean
of Miami, Florida. Unless
shall refer to calendar days
"Certificate of Occu
of occupancy, or si
the Residential Pr
day through Friday, excluding legal holidays in the City
erwise identified as Business Days, any reference to days
ncy" shall mean a certificate of occupancy, temporary certificate
ar approval authorizing the use and occupancy of all or a portion of
ect.
"City Mana ' " shall mean the Chief Administrative Officer of the City.
"City Pr
and ar
Bisc
erty" shall mean the approximately 13.3 acres of upland waterfront property in
nd Watson Island, which includes approximately 2.4 acres of submerged lands in
ne Bay, shown and legally described in Exhibit "1" attached hereto.
ode" shall mean the Code of Ordinances of the City of Miami, Florida, as amended
from time to time.
31
SUBSTITUTED
"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.
civil disturbance; acts of terrorism; sabotage; restraint by court
governmental moratorium; governmentally mandated shutdowns
(including shutdowns or limitations relating to actual or pot
resources); the declaration of a state of emergency by govern
jurisdiction; injunctions resulting from litigation or administr
parties to the approval of the Development Agreement by
execution or performance of Developer or Residential Devel
to its execution by Developer and City; extraordinary and
or labor without reasonable substitutions available, mor
Applicable Laws; extraordinary delays in obtaining
inspections beyond the reasonable control of Resi
doubt, timeframes reasonably anticipated for gov
government entity's past practice shall no
governmentally -declared epidemics, pande
it illegal or impossible for Residential
under this Exhibit (provided Residentia
legal manner that accomplishes the
conditions discovered during cons
site conditions discovered after
indigenous peoples burial
environmental contamina
communications lines or
extraordinary efforts w
construction timefra
improvements whi
accommodated i
events or condi ens beyond the reasonable control of a Party despite the use of best efforts
and substituts as may reasonably be available. Neither Party shall be entitled to claim
Force Maj • re for events caused, directly or indirectly, by the claiming Party or by
individu. or entities under its control. Force Majeure is not intended to include any
contra, dispute between Residential Developer and its contractors, employees, or agents.
A F. ce Majeure event shall serve to extend any applicable deadline under this Exhibit
o to the extent written notice thereof is provided to the other Party within ten (10)
usiness 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
"Force Majeure" shall mean actual delays beyond the reasonable control of a ' arty
required to perform, which shall include delays due to acts of God; floods; fires; u sually
inclement weather conditions, tropical storms, tornados, hurricanes; sinkholes- asualty;
any act, neglect or failure to timely perform of or by one Party that causes the ether Party
to be delayed in the performance of any of its obligations hereunder; war; emy action;
or r • . lic authority;
o work limitations
tial archaeological
tal authority having
ve challenges by third
City of Miami or the
er or the procedures leading
despread shortages of material
oriums or other delays relating to
ernmental approvals or permits or
tial Developer (for the avoidance of
mental approvals consistent with such
e considered an extraordinary delay);
s, quarantines; any occurrence which makes
eloper to perform its applicable obligations
eveloper takes immediate steps to perform in a
rposes of this Exhibit); and/or delays due to site
ction; and/or extraordinary delays due to unknown
Effective Date of the Development Agreement (e.g.,
ounds or other protected archeological conditions,
n, geothermal systems); relocation of utilities,
abling not subject to a recorded easement which requires
ich could not otherwise be accommodated in the existing
s; the requirement by governmental authority of off -site
requires extraordinary efforts which could not otherwise be
he existing construction timeframes; or other similar extraordinary
32
SUBSTITUTED
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 anoan
association, credit union, commercial bank, foreign banking institution, trust c • pany,
family estate or foundation, insurance company (whether foreign or domestic pension
fund, a real estate investment trust, an entity that qualifies as a "REMIC" unde e Internal
Revenue Code of 1986, as amended, any trust or trustee in connec ' •n with any
securitization transaction (including, without limitation a "collateralized an obligations"
transaction), any other public or private investment fund or enti , a brokerage or
investment banking organization; an employees' welfare, benefit, sion or retirement
fund; an institutional leasing company; an entity qualified to pro de funding under the
EB-5 program pursuant to USCIS (United States Citizenship . , d Immigration Service)
guidelines; any governmental agency or entity insured by a gov ' mental agency or similar
institution authorized to take mortgage loans in the State of orida, in all events whether
acting individually or in a fiduciary or representative capa ' (such as an agency capacity),
or any combination of Lenders. The term Lender ..o includes (x) a Person that is
controlled by, controls or is under common contro ' ith a Lender as described in this
paragraph, and/or (y) any Person which is a par to a bond financing, as the initial
purchaser or indenture trustee of a bond, ceficate, warrant or other evidence of
indebtedness, or any fiduciary of such issuer, .wner or holder, or any provider of credit
enhancement and/or liquidity support for su► indebtedness. References to Lender under
this Exhibit shall mean an entity or entitie• eeting the definition that is a Mortgagee or a
Mezzanine Financing Source (or any co' .'nation thereof).
"Mezzanine Financing" shall mea ' a loan or equity investment made by any Mezzanine
Financing Source to provide finaing or capital for the Residential Project or any portion
thereof, which shall be subord' . ate to any Mortgage and may be secured by, inter alia, a
Mortgage and/or a pledge o . ny direct or indirect equity or other ownership interests in
Residential Developer or s ► ctured as a preferred equity investment with "mezzanine style
remedies", the exercise . which would result in a change of control.
"Mezzanine Fina ng Source" shall mean a Lender that has provided Mezzanine
Financing to a dir t and/or indirect owner of interest in Residential Developer.
"Mortgage
constitutin
Resident'
Devel
agre
of
' all mean a mortgage or mortgages or other similar security agreements
an encumbrance or lien upon the Residential Property, or any part of it, and
Developer's interest in any improvements and personal property of Residential
er directly or indirectly pledged as security pursuant to such mortgage, security
ent, encumbrance or lien. The Mortgage may never lien, pledge, hypothecate, or
rwise encumber or subordinate the fee simple interest of City in and to the City
operty.
"Mortgagee" shall mean a Lender holding a Mortgage.
33
SUBSTITUTED
"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 na al
person, trust, firm, partnership, corporation, limited liability company, joint vere,
association or any other legal or business entity or investment enterprise.
"Phase 1 Developer" shall mean the owner and developer of Phase 1 (as def ed below),
as assignee of Developer's ownership interest and development obligations ith respect to
Phase 1 pursuant to the terms of the Purchase and Sale Agreement. For e avoidance of
doubt, Phase 1 Developer is an Affiliate of Developer.
"Phase 2 Developer" shall mean the owner and developer of Pha 2 (as defined below),
as assignee of Developer's ownership interest and development • , igations with respect to
Phase 2 pursuant to the terms of the Purchase and Sale Agree' ent. For the avoidance of
doubt, Phase 2 Developer is an Affiliate of Developer.
"Prohibited Person" mean any Person who, as of the ti
occurs or approval or consent of the City or the City
any criminal felony convictions within the imme
named on any federal, state, county and muni
persons with whom that entity is prohibited
Scrutinized Companies with Activities in
Activities in the Iran Petroleum Energy S
Israel List, or is engaged in any busine
used and defined pursuant to Section
(iv) is convicted of a Public Entity
pursuant to Florida Statute 287
position in the City or on any
Charter or Code, or otherwi
Article V, and Miami -Da
of a material breach and
remains uncured; (vii
any respective age
immediately pre
involuntary ba
past, presen or
appointme
within t
contro
enti
S
e when the applicable transaction
anager is requested: that (i) has had
tely preceding ten (10) years; (ii) is
al and/ or political subdivision list of
rom transacting business; (iii) is on the
dan List, the Scrutinized Companies with
tor List, Scrutinized Companies that Boycott
operations in Cuba or Syria, as those terms are
87.135, 215.473, and 215.4725, Florida Statutes;
ime or has been placed in the Convicted Vendors List
3 or a similar law, rule or regulation; (v) holds any
oard, trust, agency or other entity created by the City's
has a conflict of interest pursuant to City Code Chapter 2,
County Code Section 2-11.1; (vi) has received formal notice
any lease or other written agreement with City and such breach
as been or remains debarred by any federal, state, county, or City,
thereof, or any public school district or special district within the
ding ten (10) years; (viii) has been subject to any voluntary or
ptcies that have not been discharged or similar proceedings or has had
pending any bankruptcy, assignments for the benefit of creditors,
of a receiver for a substantial portion of its assets, or similar actions, each
past seven (7) years on projects or businesses they have owned, operated, or
d a substantial interest (i.e., ownership of twenty percent (20%) or more of the
stock or shares); (ix) has been determined to be not responsible as defined by
ons 18-73 and 18-95 of the Code and by the laws of the State of Florida with respect
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
SUBSTITUTED
"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 ameniti
thereon (the "Residential Project").
"Residential Developer" shall mean Phase 1 Developer and/or Phase 2 Develope • as the
context may require.
"Residential Property" shall mean the approximately 5.4 acres of upl
property in and around Watson Island, shown and legally described in Ex
hereto.
d waterfront
it "2" attached
"Substantial Completion" shall mean the substantial comple ' •n of the applicable
Construction Work as evidenced by the delivery to City of (i) a c: ificate from Residential
Developer's architect in the form reasonably approved b City certifying that the
applicable Construction Work has been substantially com ► eted in accordance with the
applicable construction plans, subject to typical "punch- st" 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 .f Miami Building Depaiintent).
Section 3. Develo er's Obli ' ation to Construct ' idential Project. City and Residential
Developer acknowledge and agree that the developme ' of the project on the Residential Property
(the "Residential Project") shall be subject to the f► owing terms and conditions:
(a) The Residential Project shall co .ist of:
(i)
A condominium dev
a minimum of 1,2
units unless of
discretion) a
made avail
(the "Co
opment containing two (2) condominium towers with
,000 sellable square feet (comprising no more than 600
ise approved by the City Manager in his reasonable
related amenities, including, without limitation, amenities
e to both residents and non-residents on a membership basis
ominium Com onent");
(ii) Up 25,000 square feet (excluding back -of -house areas and other
cu omary non -habitable areas) of retail/commercial space (the
" ommercial 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
SUBSTITUTED
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 use
and any required parking. The Commercial Component may be developed wholly within Pha 1
or Phase 2 or split between Phase 1 and Phase 2, as determined by Residential Developer, ' its
sole discretion. For the avoidance of doubt, the Commercial Component shall be deemed • be in
addition to or exclusive of all amenities within the Condominium Component, re dless of
whether such amenities are considered commercial uses under Miami 21 or other Applable Laws.
(c) Phase 1 Developer shall achieve Substantial Completion of Phas- within six (6)
years after the closing under the Purchase and Sale Agreement (the "Phase 1 1 adline"), subject
to Force Majeure and the rights of Lenders set forth in this Exhibit. Pha 2 Developer shall
achieve Substantial Completion of Phase 2 within nine (9) years after e closing under the
Purchase and Sale Agreement (the "Phase 2 Deadline"), subject to For' Majeure and the rights
of Lenders set forth in this Exhibit.
(d) If Phase 1 Developer fails to achieve Substantia ompletion of Phase 1 by the
Phase 1 Deadline, subject to Force Majeure and the rights of enders set forth in this Exhibit,
Phase 1 Developer shall pay to City, as liquidated damages, a► amount equal to $20,000 per month
for the first twenty-four (24) months that such failure exists : nd $40,000 per month for each month
thereafter, until Phase 1 Developer actually achieves Su. tantial Completion of Phase 1.
(e) If Phase 2 Developer fails to achieve
2 by the Phase 2 Deadline, subject to Force Ma
Exhibit, Phase 2 Developer will pay to City,
per month for the first twenty-four (24) mont
each month thereafter, until Phase 2 Devel
2.
bstantial Completion construction of Phase
re and the rights of Lenders set forth in this
a iquidated damages, an amount equal to $20,000
that such failure exists, and $40,000 per month for
er actually achieves Substantial Completion of Phase
(f) In the event that Pha - 1 Developer or Phase 2 Developer fails to pay any of the
liquidated damages required by t. s Exhibit for its respective Phase, and the same is not cured
within the time allowed to cu an event of default under Section 35(a) of the Development
Agreement, the City may ob in a judgment and record a certified copy thereof in the Public
Records of Miami -Dade C nty, Florida, which would constitute a lien against the applicable
Phase.
Section 4. Lend
(a)
Mortgage enc
Source hol
interests,
event
appli
ad
's Riahts.
twithstanding any provisions of this Exhibit to the contrary, for so long as any
bers any interest in the applicable Phase, or, as applicable, a Mezzanine Financing
an equity interest (directly or indirectly), or is secured by a pledge of ownership
the applicable Residential Developer, notwithstanding the time allowed to cure an
default under Section 35(a) of the Development Agreement, the Mortgagee and, as
le, the Mezzanine Financing Source, shall have the right, but not the obligation, for an
onal period of thirty (30) days following expiration of the cure periods under Section 35(a)
the Development Agreement, to cure any monetary or non -monetary event of default of the
36
SUBSTITUTED
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 applicabl
Residential Developer's cure period, provided that it has commenced such cure within the ini .1
thirty (30) day period and thereafter pursues such cure with reasonable diligence, subject to f er
extension of such cure periods as provided in clauses (b) and (c) below.
(b) Notwithstanding any provisions of this Exhibit to the contrary, City • all not be
permitted to exercise its remedies under Section 3(f) of this Exhibit due to an eve ' of default of
the applicable Residential Developer under this Exhibit as long as the Mortgag- ' , in good faith,
either promptly (i) commences to cure such event of default and prosecutes the s e to completion
with all reasonable diligence, or (ii) if the nature of any non -monetary event default is such that
possession of or title to the applicable Phase is reasonably necessary to c the event of default,
or the event of default is of the type that cannot be cured by a Mortgagee .g., breach of covenants
that are personal to the applicable Residential Developer), files a co• •laint for foreclosure and
thereafter prosecute the foreclosure action in good faith and with re onable diligence, subject to
any stays, moratoria or injunctions applicable thereto, and as omptly as practicable after
obtaining possession or title, as reasonably necessary, co ' ences promptly to cure such
event of default and prosecutes the same to completion good faith and with reasonable
diligence; provided, however, that during the period in ich any foreclosure proceedings are
pending, all of the other obligations of the applicable Re ' ential Developer under this Exhibit, to
the extent they are susceptible of being performed by ortgagee (e.g., the payment of amounts
due), are being duly performed.
(c) Notwithstanding any provisions .f this Exhibit to the contrary, City shall not be
permitted to exercise its remedies under Sect .n 3(f) of this Exhibit due to an event of default of
the applicable Residential Developer und this Exhibit as long as the Mezzanine Financing
Source, in good faith, either promptly co ' mences to cure such event of default and prosecute the
same to completion with all reasonabl; 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 reasonab necessary to cure the event of default, or the event of default
is of the type that cannot be cur; • by the Mezzanine Financing Source (e.g., breach of covenants
that are personal to the applic •le Residential Developer), takes all reasonable steps necessary to
foreclose the pledge of suc •wnership interests and prosecutes such action in good faith and with
reasonable diligence, su ect to any stays, moratoria or injunctions applicable thereto, and as
promptly as practicabl: after obtaining control and possession or title, as reasonably necessary,
commences promptl o cure such event of default and prosecutes the same to completion in good
faith and with reas ► able diligence; provided, however, that during the period in which such action
is being taken, , of the other obligations of the applicable Residential Developer under this
Exhibit, to the tent they are susceptible of being performed by the Mezzanine Financing Source
(e.g., the pa ent of amounts due), are being duly performed.
City shall provide each Lender that notifies City of such Lender's interest with a
simu eous copy of any notice of any default sent to any Residential Developer, and City agrees
to cept performance and compliance by any such Lender of and with any of the terms of this
ibit with the same force and effect as though kept, observed or performed by such Residential
37
SUBSTITUTED
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 e
Development Agreement and this Exhibit in connection with the payment of liquidated da s .ges
shall terminate and be of no further force or effect as to Phase 1 upon the issuance of the Ce ► ficate
of Occupancy for Phase 1 and payment of all liquidated damages attributable to Phase . , if any.
The rights and obligations of Phase 2 Developer and City under the Development Ag ement and
this Exhibit in connection with the payment of liquidated damages shall terminat- .nd be of no
further force or effect as to Phase 2 upon the issuance of the Certificate of Occup cy for Phase 2
and payment of all liquidated damages attributable to Phase 2, if any.
38
SUBSTITUTED
Exhibit 1 Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND tying arid being in Sections 31 and 32, Township53 South,
Range 42 East, being more particularlydescribed as follows:
Commence at a point known as RT. STATION 25450 of the official mop t f location d
su rveyof a portion of Section 8706, designated es a part of State Rood A-1-Ain ' = de
County, Florida as recorded in Plat Eook 56 at Page 71 of the Pubic Records . • ode
County, Florae, said Point being the point of tangency of the centerline of e most
Northerly curve of Gene rat Douglas Mace rthur Causeway, running Soo =stwardlyfrom
the Northwesterly corner of Watson Island and having a radius of 143 . feet and a central.
angle of 52 degrees 00 minutes 00 seconds; thence run North 6-0 d ees 52 minutes 45
seconds East, atong the Nartheasterty prolongation of the radial ne of the above
mentioned curve for a distance of 670.74 feet to the Point of ; ginning of the parcel to be
described. (Said point being atso the Point of Beginning of ase areal Mienli Yacht Club;
thence South 49 degrees 52 minutes 53 seconds East, a • ng the SouthwesterLy line of said
tease area 1 and its Southeasterly extension far857.3+ `-et; thence South 60 degrees 52
minutes 45 seconds West, for 223,24feetto its intection with a tine prate'. and 100feet
Northeasterly of the mot Northerly righ I -of -way e of said Mlanarthur Causeway; thence
North 29 degrees 07 minutes 15 seconds Wes
feat to a point of tangency; (A) thence aLon
having a radius of 800.00 feet, a central a
am distance of 362.85 feet, thence So
94,95 feet to its intersection with th
Causeway and a circular curve c
degrees 51 minutes 52 second
its elements a radius of 109
for an arc distance of 129
compound curve oono
feet, a central angle
feet; (D) thence N
South 55 degre
approximate
following e
thence
degre
paratiel to said right-of-way for 1100_97
tangential cu:rdo concave to the Southwest
e of 25 degrees 16 minutes 16 seconds for an
90 degrees 00 minutes 00 seeontts West for
ortherty right-of-way Line of said Mace rthur
cave to the Sou &sof st, sold point' bears South 41
est from its center; (B) thence along said curve havingfar
feet, a central angle of 6 degrees 47 minutes 18 seconds
feet to a p o i njt of compound curvature; () thence doing a
e to the Southwest leaving for its elements a radius of 1441.25
20 degrees 27minutes 49 seconds for an arc distanceof514,75
h 34 degrees 54 minutes 13 seconds East for 333.29 feet; thence
n5 minutes 44 seconds, East for 726.47 feet torts intersection with the
oreline of Biscayne Bay; thence continue along said shoreline for the
t courses (1) South 88 degrees 21 minutes 37 seconds East for 63,38 feet: (2)
uth 85 degrees 09 minutes 34 seconds East for 60.47 feet; (3) thence South B2
33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
39
SUBSTITUTED
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (6} thence South 67 degrees 53 minutes 24 seconds East for
82.52 feet; (7) thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8)
thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly Line of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said line for 2t .12feet to the Point of Beginning and there terminate.
LESS AND EXCEPT:
That portion of WATSON ISLAND Lying and being in Sections 31 and 32,
Range 42 East described as follows:
:3 S.iutr.
Commence at a point known as P.T. STATION 25 } 50 of the offi • - l Map allocation and
survey of a portion of Section 6706 designated as a part of S to Read A-1-A in Miami -Dade
County, Florida as recorded in Plat Book 56 at Page 71 of , r Public Records of Dade
County, Florida, said point being the point of tangency
northerly curve of General D IugLas MacArthur aus
northwesterly corner of Watson island and having
angle of 62 degrees 4O minutes 00 seconds; th
seconds East, along the northeasterly proton
mentioned curve for a distance of 130.00
said MacArthur Causeway as recorded i
Official Records Book 18699, at Page
thence North 29 degrees 07 rxrirrut
feet to a point of curvature of a
along the arc of said curve, h
46 minutes 26 seconds, a
seconds West, 3.51 feet
minutes 41 seconds
southwest; thence
feet and a centre ngle of 16 degrees 22 minutes 32 seconds, a distance of 415.64 feet;
thence North degrees 43 minutes 47 seconds East, radially to the last and next
described c :s, a distance of 4,77 feet to a point on a non -tangent curie, concave to the
southwe thence northwesterly along the arc of said curve, having a radius of 1458.02
feet an, a central angle of 03 degrees 50 minutes 38 geCOnds, a distance of 97.89 feet the
the centerline of the most
ey, running south aeterlyfrenrr the
radius of 1432.69 feat and a central
ce North 60 degrees 52 minutes 45
teen of the radial line of the above
t to a point on the easterly right-of-way line of
Official Records Book 18018, at Page 1171 and
36 of the public Records of Dade County, Florida;
15 seconds West, along said right-of=vway line, 256.28
concave to the southwest; thence northwesterly
nga radius of 926.00 feet and a central ankle of 25 degrees
tance of 416.55 feet; thence North 54 degrees 53 minutes 41
the Point of Beginning; thence continue North 54degrees53
st, 157.45 feet to a point at curvature of a curve concave to the
rthwestert r along the arc of said curve, having a radius of 1454.25
40
SUBSTITUTED
preceding six ovursesand distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas 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 18 seconds West,18.80 feet to a point of
curvature of a non -tangent curve concave to the southwest (a radial line to said point b , rs
North 14 degrees 36 minutes 45 seconds East): thence southeasterly alongthe arc o 4aid
cure, having a radius of 1441.25 and a central angle of 20 degrees 27 minutes 49
conds,
a distance of 514.76 feet to a point of compound curvature of a curve concave t• e
southwest; thence southeasterly along the am of said curve, having a radius • 1004-64
feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance .' ' 29.22 feet;
thence North 90 degrees 00 minutes 00 seconds East, 35,33 feet to the int of Beginning_
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND lying and being in Sections 31 d 32, Township 53 South,
Range 42 East, described as follows:
Commence eta point known es RT. MATION 25+0 of e official map of location and
sunray of a portion of Section 8706, designated as t ,art of State Road A-1-A Dade County,
Florida as recorded In plat Book 56, Page 71 of t : ruOlio Records of Miaml-Dade County,
Florida, said point being the point of tangency the centerline of the most northerly curve
of General Douglas MacArthur Causeway, ning so utheasterly from the northwesterly
corner of +'atson Island and having a rad' s of 1432.69 feet and a central angle of 62
degrees 00 minutes 00 seconds; then , North 60 degrees 52 minutes 45 seconds East,
a tong the northeasterly prolongatio .fthe radial Eine of the above mentioned curve fora
distance of 670.74 feet; thence 5r th 09 degrees 52 minutes 53 seconds East, 387.30 feet
to the Point of Beginning; then ; . continue South 09 degrees 52 minutes 53 seconds Est,
470.00 feet: thence North 6i . agrees 52 minutes 45 seconds East, 30.75 feet; thence
North 08 degrees 45 rninu =s 06 seconds West, 49.29 feet: Thence North 09 degrees 52
minutes 53 seconds W. 9t,180.24feet; thence North 13 degrees 41 minlJteS 45S0n0nds
West, 134.32 feet; th - ce North 13 degrees 41 minutes 15 seconds West, 94.07 feet;
thence South 89 d : rees 32 minutes 37 seconds West,15.03 feet to the Point of Beginning,
FURTHER LES ND EXCEPT THE FOLLOWING:
LEGAL DE RIPTION:
41
SUBSTITUTED
PARCEL II (Residential Property):
That portion of WATSCN ISLAND Lying and being in Sections31 and 32, Township. 53 Sout
Range 42 East, being more. particularly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location d
survey of s portion of Section 87106 designated as a part of tat. Road A-1-A in m w-Dade
County, Florida as recorded in Plot Rook 56 at Page 71 of lec: rds + • ade
County, Florida: thence N 601'52'45" Elot 165,00feel,thatwo (2) , curses Icing
along the Northeasterly right of ways line of General. Duugta i 1 acA rihur ':' d Sway;1)
L:�ra ice S 2200715m E for 152.11 feet to the Point of Beginning; 2) then r vontinue
7S°.D7'15" E for657.31 feet; thence N 60°52'45" E for 223.24 feet- r r. ,ric::: N 60°52' " E for
30.75 feet; thence N 08°45'0" W for 49.29 feet: thence N 09°52' `' W for 180.24feet;
thence N 13°41'45' W for 134.32 feet thence N 13°'41'15' W f• 94.07 feet; thence S
89°32`37" W for 15,03 feet: thence N OV52153" W for 226.2eet; thence 5 ' "Wftr
452.65 feet to the Point of Beginning.
42
SUBSTITUTED
Exhibit 2 Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sections 31 and 32. Township 53
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 lac ion and
survey of a portion of Section 8706 designated as a part of State Road A-1— in
Miami —Dade County, Florida as recorded in Plat Book 56 at Page 71 of the P .lic Records of
Dade County, Florida: thence N 6 '52'45' E for 165.00 feet, the following tw (2) courses
being along the Northeasterly right of way line of Caner -el Douglas MacArth Causeway; 1)
thence S 29'D7'15" E for 152.11 feet to the Point of Beginning; 2) then- - continue S
29'07•' 5" E -:. r 657.31 feet; thence N 60-52'45" E for 223.24 feet; th ce N 60.52'45" E for
30.75 feet; thence N 08'45'06" W `or 4.9.29 feet; thence N 09152'53" for 180.24 feet;
thence N 13'41'45" W for 134.32 tees'; thence N 13'41'15" W for 9 ,07 feet, thence S
89'32`37" W for 15.03 feet; thence N 09'52'53" W for 225.20 fe thence 5 50'52'45" W for
452.65 feet to the Point of Beginning,
43
SUBSTITUTED
Exhibit "E"
Public Park Development Exhibit
Section 1. Purpose; Conflicts. This Exhibit is intended to govern the design and construc ' en
of the Public Park. In the event of a conflict between terms or conditions set forth in this ibit
and the terms or conditions in another portion of the Development Agreement (the "Deve , ment
Agreement") between Ecoresiliency Miami LLC, a Delaware limited liability ompany
("Developer") and the City of Miami, a municipal corporation and a political subdi sion 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 E ibit shall have the
meaning set forth in the Development Agreement. The following terms shal apply to this Exhibit:
"Applicable Law(s)" shall mean all Federal, Florida, City
County laws, ordinances, regulations, orders, judgments, dec
applicable to the City Property or the Parties from courts h
Property and the Parties, rules, and requirements of Fe
boards and agencies with jurisdiction over the City Pr
hereafter enacted, amended, adopted, foreseen and u
which are applicable to the Parties or the City Pr
extent so applicable.
of iami and Miami -Dade
es and injunctions that are
ng jurisdiction over the City
ral, State of Florida and local
erty and Parties, now existing or
reseen, ordinary and extraordinary,
erty or any part of it, but only to the
"Business Days" shall mean Monday throw. Friday, excluding legal holidays in the City
of Miami, Florida. Unless otherwise ide ' ified as Business Days, any reference to days
shall refer to calendar days.
"Certificate of Occupancy" shall
of occupancy, certificate of co
approval authorizing the use
Improvements.
can a certificate of occupancy, temporary certificate
letion, temporary certificate of completion or similar
nd occupancy of all or a portion of the Public Park
"City Approval Proce shall mean, with respect to any request by Park Developer to
City for approval of . consent to a particular item under this Exhibit that requires City's
approval or consen as owner of the City Property, that (a) City shall not unreasonably
withhold, conditi ► or delay such approval or consent, (b) Park Developer's request shall
include any s •porting documentation actually required for the City to assess the
compliance • ' the request with the requirements of this Exhibit, (c) City shall grant or deny
such requ prior to the deadline for such approval or denial set forth in this Exhibit
(provide , however, that if the City provides Park Developer with written notice within ten
(10) B , siness Days of the request that Park Developer has not provided the City with any
req ' ed documentation in accordance the preceding provision (b), and such notice
s p cifies with particularity what additional documentation is actually required for the City
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
SUBSTITUTED
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 provide
period until such time that pending response from City is received. For the avoidanc: of
doubt, the City Approval Process shall not apply to any approvals or consents to be ade
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 ami.
"City Property" shall mean the approximately 13.3 acres of upland terfront property in
and around Watson Island, which includes approximately 2.4 acre •f submerged lands in
Biscayne Bay, shown and legally described in Exhibit "1" attac-d hereto.
"Code" shall mean the Code of Ordinances of the City o iami, Florida, as amended
from time to time.
"Commence Construction" and "Commenceme ' of Construction" means Park
Developer's commencement of visible Constructio • ork on the City Property, including,
but not limited to, soil stabilization and excavati ► , but specifically excluding ceremonial
groundbreakings.
"Construction Work" shall mean any d all construction work performed by Park
Developer, its contractors, subcontracto agents or employees relating to or in connection
with this Exhibit.
"Encumbrance" shall mean any
or similar matters affecting tha
City.
position upon the City Property or other lien, charge
hich could adversely affect clear and marketable title of
"Force Majeure" shal can actual delays beyond the reasonable control of a Party
required to perform, w ch shall include delays due to acts of God; floods; fires; unusually
inclement weather nditions, tropical storms, tornados, hurricanes; sinkholes; casualty;
any act, neglect o' ailure to timely perform of or by one Party that causes the other Party
to be delayed i r 'he performance of any of its obligations hereunder; war; enemy action;
civil disturbce; acts of terrorism; sabotage; restraint by court or public authority;
governme moratorium; governmentally mandated shutdowns or work limitations
(includi : shutdowns or limitations relating to actual or potential archaeological
resour. s); the declaration of a state of emergency by governmental authority having
juris' ction; injunctions resulting from litigation or administrative challenges by third
p. ies to the approval of the Development Agreement by the City of Miami or the
ecution 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
SUBSTITUTED
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 m
it illegal or impossible for Park Developer to perform its applicable obligations and
Exhibit (provided Park Developer takes immediate steps to perform in a legal ma
accomplishes the purposes of this Exhibit); and/or delays due to site conditions
during construction; and/or extraordinary delays due to unknown sit
discovered after the Effective Date of the Development Agreement (e.
peoples burial grounds or other protected archeological conditions
contamination, geothermal systems); relocation of utilities, comm
cabling not subject to a recorded easement which requires extraor
could not otherwise be accommodated in the existing cons
requirement by governmental authority of off -site impro
extraordinary efforts which could not otherwise be acco
construction timeframes; or other similar extraordinary ev
reasonable control of a Party despite the use of best
reasonably be available. Neither Party shall be entitled
caused, directly or indirectly, by the claiming Party
control. Force Majeure is not intended to inclu
Developer and its contractors, employees, or age
extend any applicable deadline under this Exh'
is provided to the other Party within ten (10
has reasonably concluded that such event
avoidance of doubt, the mere occurren
statewide declaration of emergency)
to the extent such event actually a
notice required by the preceding
event of Force Majeure has ac
s
this
er that
covered
conditions
, indigenous
environmental
cations lines or
nary efforts which
Lion timeframes; the
ments which requires
modated in the existing
is or conditions beyond the
e . orts and substitutions as may
claim Force Majeure for events
by individuals or entities under its
any contract dispute between Park
s. A Force Majeure event shall serve to
t only to the extent written notice thereof
usiness Days after the party claiming delay
onstitutes an event of Force Majeure. For the
of the one of the foregoing events (such as a
all not constitute an event of Force Majeure except
directly results in a delay in performance, and the
ntence shall include an explanation of how the claimed
lly delayed or will actually delay performance.
"Permit" shall mean any -rmit issued or to be issued by the appropriate governmental
agency and/or departmt, including applicable permits for construction, demolition,
installation, foundatio ' , dredging, filling, the alteration or repair or installation of sanitary
plumbing, water s , •ly, gas supply, electrical wiring or equipment, elevator or hoist,
HVAC, sidewalk urbs, gutters, drainage structures, paving and the like.
"Lender" shmean a Federal or State bank, savings bank, association, savings and loan
associatio credit union, commercial bank, foreign banking institution, trust company,
family e .te or foundation, insurance company (whether foreign or domestic), pension
fund, eal estate investment trust, an entity that qualifies as a "REMIC" under the Internal
Rev: ue Code of 1986, as amended, any trust or trustee in connection with any
seritization transaction (including, without limitation a "collateralized loan obligations"
ansaction), 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
SUBSTITUTED
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 tha is
controlled by, controls or is under common control with a Lender as described i ' this
paragraph, and/or (y) any Person which is a party to a bond financing, as th• initial
purchaser or indenture trustee of a bond, certificate, warrant or other ev d ence of
indebtedness, or any fiduciary of such issuer, owner or holder, or any provi • -r of credit
enhancement and/or liquidity support for such indebtedness. References t• ender under
this Exhibit shall mean an entity or entities meeting the definition that is . ortgagee or a
Mezzanine Financing Source (or any combination thereof).
"Liens and Encumbrances" shall mean any liens, Encumbrances ortgages, easements,
lis pendens, or any other matters affecting the title of the City Pre , erty, or any part thereof,
which would preclude or otherwise materially affect City's . ,iet enjoyment of the City
Property.
"Mezzanine Financing" shall mean a loan or equity i estment made by any Mezzanine
Financing Source to provide financing or capital fort 'ublic Park, the Residential Project
or any portion thereof, which shall be subordinate t► .ny Mortgage and may be secured by,
inter alia, a Mortgage and/or a pledge of any di ct or indirect equity or other ownership
interests in Park Developer or Residential De loper or structured as a preferred equity
investment with "mezzanine style remedie , the exercise of which would result in a
change of control.
"Mezzanine Financing Source" s 1 mean a Lender that has provided Mezzanine
Financing to a direct and/or indire• owner of interest in Park Developer or Residential
Developer.
"Mortgage" shall mean a ► •rtgage or mortgages or other similar security agreements
constituting an encumbra or lien upon the Residential Property, or any part of it, and
Residential Developer's ' terest in any improvements and personal property of Residential
Developer directly or ' directly pledged as security pursuant to such mortgage, security
agreement, encumb nce or lien. The Mortgage may never lien, pledge, hypothecate, or
otherwise encum► -r or subordinate the fee simple interest of City in and to the City
Property.
"Mortgag . ' shall mean a Lender holding a Mortgage.
"Park llowance" shall mean an allowance in the amount of $37,000,000 to be funded by
Par eveloper for hard costs, soft costs not to exceed $4,000,000, and any Furniture
Fi res and Equipment associated with the construction of the Public Park and associated
blic Park Improvements.
"Park Developer" shall mean Developer or an affiliate of Developer.
47
SUBSTITUTED
"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 na al
person, trust, firm, partnership, corporation, limited liability company, joint vere,
association or any other legal or business entity or investment enterprise.
"Prohibited Person" mean any Person who, as of the time when the applicabl
occurs or approval or consent of the City or the City Manager is requested:
any criminal felony convictions within the immediately preceding ten
named on any federal, state, county and municipal and/ or political
persons with whom that entity is prohibited from transacting bus
Scrutinized Companies with Activities in Sudan List, the Scrut
Activities in the Iran Petroleum Energy Sector List, Scrutinize
Israel List, or is engaged in any business operations in Cuba
used and defined pursuant to Sections 287.135, 215.473, a
(iv) is convicted of a Public Entity Crime or has been plac
pursuant to Florida Statute 287.133 or a similar law,
position in the City or on any board, trust, agency
Charter or Code, or otherwise has a conflict of int
Article V, and Miami -Dade County Code Secti
of a material breach under any lease or other w
remains uncured; (vii) has been or remains
any respective agency thereof, or any pu
immediately preceding ten (10) year
involuntary bankruptcies that have n
past, present or pending any ba
appointment of a receiver for a
within the past seven (7) year on
controlled a substantial inte t (i.e., ownership of twenty percent (20%) or more of the
entity stock or shares); ( has been determined to be not responsible as defined by
Sections 18-73 and 18-9 of the Code and by the laws of the State of Florida with respect
to a contract substaally similar in scope and/or type to this Exhibit within the
immediately preced g ten (10) years; or (x) is prohibited by Applicable Law then in effect
from doing busin=.s with the City; provided, however, that if City transfers its interest in
the City Prope - , to a non -governmental entity, clauses (v) and (x) in this definition shall
no longer ap
ansaction
at (i) has had
) years; (ii) is
bdivision list of
ess; (iii) is on the
zed Companies with
ompanies that Boycott
Syria, as those terms are
215.4725, Florida Statutes;
in the Convicted Vendors List
le or regulation; (v) holds any
other entity created by the City's
est pursuant to City Code Chapter 2,
2-11.1; (vi) has received formal notice
tten agreement with City and such breach
arred by any federal, state, county, or City,
c school district or special district within the
(viii) has been subject to any voluntary or
een discharged or similar proceedings or has had
ptcy, assignments for the benefit of creditors,
stantial portion of its assets, or similar actions, each
projects or businesses they have owned, operated, or
"Public ' , rk" shall mean an iconic world -class public park with a focus on education of
biodivcity and containing passive and active recreational uses on the City Property.
"P , I lic Park Improvements" shall mean the park equipment, facilities, amenities,
ildings, 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
SUBSTITUTED
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 agrees t
between Developer and City for the purchase of the Residential Property fo the
construction of a condominium complex, retail and other uses, and related ai'-nities
thereon (the "Residential Project").
"Residential Developer" shall mean the developer(s) of the Resident Project, as
assignee of Developer's development obligations with respect to the R- dential Project
pursuant to the terms of the Purchase and Sale Agreement.
"Residential Property" shall mean the approximately 5.4 acre • of upland waterfront
property in and around Watson Island, shown and legally describ . in Exhibit "2" attached
hereto.
"Substantial Completion" shall mean the substantia completion of the applicable
Construction Work as evidenced by the delivery to 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 certi ; ing that the applicable Construction
Work has been substantially completed in acc • lance with the applicable construction
plans, subject to typical "punch -list" items .nd (ii) a Certificate of Occupancy (or
completion, as applicable) or their equival issued by the authority having regulatory
jurisdiction (i.e., the City of Miami) evide mg that the applicable improvements are ready
for occupancy in accordance with Appl' ' . ble Laws.
Section 3.
develop and construct the Public Park
the City Property in accordance with t
accordance with the milestone dates
by City in its propriety capacity on
by the City in its regulatory ca
forth in this Exhibit.
Park Develo
er's Obli
Section 4.
subject to the restricts
Permit or other appli
temporary and pe
easement vacati
estoppel certi
as may be r
Park in a
cost to
expe
j of
a ' . to Construct Public Park. Park Developer shall
t� .ether with any parking required by Applicable Law on
Exhibit. Park Developer will develop the Public Park in
t forth below, subject only to Force Majeure, delays caused
(as opposed to its regulatory capacity unless the delays caused
city constitute a Force Majeure), and the rights of Lenders set
Ci Coo ' ration. In connection with the Public Park, the Parties agree City,
s and qualifications set forth herein, will grant and/or join in any plat,
Lion, applications for governmental or other financing sources or incentives,
anent easements, restrictive covenants, covenants in lieu of unity of title,
s, master covenants, or modifications and such other documents, including
ates and recognition and non -disturbance agreements as provided in this Exhibit,
sonably necessary for Park Developer to finance, develop and construct the Public
rdance with this Exhibit, provided that such grant and/or joinder by City shall be at no
ty other than the costs of City's internal review and/or the reasonable costs of third -party
review to the extent reasonably required by City in connection with such grant and/or
er, not to exceed $100,000 in the aggregate, and also provided that the location and terms of
such easements or restrictive covenants and related documents shall be reasonably acceptable
49
SUBSTITUTED
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 requeste
restrictive covenants, easements, or other interests in land, or for any amendments or modificati ' s
to such interests; provided, however, the City Manager or the City Manager's designee shal ave
the power, authority and right, on behalf of City, and without any further resolution or a, ion of
the City Commission, to execute such customary easements or restrictive covenants a' related
documents, including but not limited to access easements, utility easements, anany other
easements and/or covenants as may be required for the Development of the Pub Park. City
agrees to use good faith efforts to review and approve (or disapprove with an exp .nation for such
disapproval) any such requests within twenty (20) Business Days of such quest from Park
Developer in accordance with the City Approval Process (except in e event that City
Commission approval is required under Applicable Laws for such approv , in which event City
shall use its reasonable diligent efforts to expedite the approval proc as soon as reasonably
practicable in an effort to assist Park Developer in achieving its de opment and construction
milestones for the Public Park).
Section 5. Conceptual Plan. Within six (6) months
Development Agreement, the City's Parks and Recreation
Developer's plan for the development of the Public Park (
to time, the "Conceptual Plan") and acknowledges
consistent with the City's Parks Master Plan. The Pa
modify the Conceptual Plan from time to time prior
necessary to address regulatory requirements or e
the Park Allowance in accordance with Sectio
at its sole and absolute discretion. For a
construction plans that is inconsistent with
authority of jurisdiction, including City
County Division of Environmental R
Sewer Department, and the State of ' orida, City's approval (in its proprietary capacity) shall be
limited to confirming, through the ' ity Manager or his/her designee, that the change was required
by the regulatory authority. Par eveloper shall be required to provide City with documentation
from the applicable authori evidencing the required change. City, acting in its proprietary
capacity only and not in its gulatory capacity, shall have ten (10) Business Days from the receipt
of the documentation to : her (a) agree that the change was required by the regulatory authority
or (b) request addition documentation evidencing the veracity of the request, in each case, in
accordance with the ' ty Approval Process.
om the Effective Date of the
epartment must approve the Park
the same may be modified from time
at the Conceptual Plan is materially
s acknowledge that Park Developer may
completion of construction only as may be
ure that the development cost does not exceed
below, or otherwise subject to City's approval,
changes to the Conceptual Plan (or revision to
e Conceptual Plan) that is required by any regulatory
its regulatory capacity), the County, the Miami -Dade
urces Management, the Miami -Dade County Water and
Section 6. P k Allowance. Park Developer shall develop and construct the Public Park
Improvement at a cost not to exceed the Park Allowance, which cost shall be based on a
reasonable • termination of costs in line with prevailing market rates. The Parties acknowledge
and agre: that the Conceptual Plan includes only those improvements that Park Developer
reasony estimates can be delivered within the Park Allowance, inclusive of all hard costs and
soft c , is for the Public Park Improvements; provided, however, soft costs in excess of $4,000,000
sh. not be counted towards the Park Allowance. For example, if Park Developer expends
000,000 on soft costs, the remaining Park Allowance shall not be less than $33,000,000 (i.e.,
50
SUBSTITUTED
$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 tit'
Section 6 below shall not be less than $35,000,000 (i.e., $37,000,000 less the $2,000,000 expel), -d
on soft costs). Fees charged by the City in connection with the Public Park Improve ► -nts,
including, without limitation, permit fees, impact fees, and Art in Public Places contributio ' , shall
not count towards the $4,000,000 limit on soft costs, but such fees shall count toward the Park
Allowance. Prior to the start of construction of the Public Park, Park Developer shsubmit to
City a construction bid for the development and construction of the Public Park, ' clusive of a
detailed breakdown of costs for review by the City. The construction bid p' vided by Park
Developer shall be procured in accordance with Section 8 below and shall be ba d upon prevailing
market rates reasonable for such Public Park Improvements. In the event ch construction bid
exceeds the Park Allowance, City, in consultation with Park Developer, . all either (a) modify
(through value engineering or otherwise) and/or prioritize the scope of ork for the development
and construction of the Public Park to ensure the reasonable cost ther- does not exceed the Park
Allowance; or (b) pay to Park Developer the amount of such exces
Within sixty (60) days after the later of (i) Substantial
Improvements and (ii) completion of any punch -list items set
Park Developer shall submit to City a final reconciliat
(including, without limitation, financing costs) to
ompletion of the Public Park
rth in the certificate of completion,
n of the actual hard and soft costs
elop and construct the Public Park
Improvements in a form reasonably satisfactory to Ci ► as required to reasonably verify that such
actual costs to develop and construct the Public Pa Improvements equal or exceed the amount
of the Park Allowance. The City shall retain the _ t to audit all expenditures by Park Developer
for a minimum of three (3) years in connection - ith the cost of the Public Park Improvements to
confirm compliance herewith.
In the event that the Park Allowance e ',reds the actual hard and soft costs (including, without
limitation, financing costs) to develop . nd construct the Public Park Improvements due to cost
savings (the amount of such excess b ng referred to as the "Park Allowance Savings"), then Park
Developer shall pay to City as cas onsideration the amount of the Park Allowance Savings within
thirty (30) days after Park Deve .per's submittal to the city of the final reconciliation required by
the preceding paragraph. Par( D eveloper shall provide written notice to City advising of the Park
Allowance Savings and co ' rming payment of the Park Allowance Savings to City.
Section 7. Constr tion Plans
(a) Su► ission
ark 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
51
SUBSTITUTED
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 s . 1
include the plans and specifications, drawings, calculations and data setting '•rth
in detail the Construction Work Park Developer proposes to perform, alo ►I with
the manner of and critical path timeline for performing the same ("Con ruction
Plans").
Park Developer shall submit progress drawings for the Constructi Plans to City
for review and approval as to compliance with the Conceptual ' an and the items
listed in subsection (b) below at the following stages:
(i)
30% Progress Drawings: Park Developer shall bmit the initial set of
Construction Plans, including design detail at 30% completion of
construction documents for the City's review .nd comment. The City shall
provide feedback and approval, or reque revisions for inclusion in the
50% Progress Drawings, within fo five (45) days of receipt in
accordance with the City Approval Pr ess.
(ii) 50% Progress Drawings: Park D veloper shall submit a second set of
Construction Plans at 50% co► •letion of construction documents. This
submission will incorporate evisions from the 30% review, and shall
include further details suc . s structural, mechanical, and electrical plans.
The City shall provide fe• iback and approval, or request revisions, within
forty-five (45) days •. receipt in accordance with the City Approval
Process.
(iii) Final Drawings- ' ark Developer shall submit the final set of construction
plans, includi - I all details and specifications, for the City's final review
and approv City shall provide feedback and approval, or request
revisions • ithin forty-five (45) days of receipt in accordance with the City
Approv. Process.
Upon rec ' •t of each set of Construction Plans at the stages specified above, the
City sh have the right to make modifications to such Construction Plans
consi -nt with the Conceptual Plan and provided the same do not result in changes
tha s ould reasonably exceed the Park Allowance.
ark 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.
52
SUBSTITUTED
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 sufficien
detail for a contractor to perform the work shown thereon and shall separat
identify each item of work and shall describe, in commercially acceptable • ' ail,
the systems, improvements, fixtures and equipment to be installed b Park
Developer. Park Developer shall submit such additional data, detand/or
information as City may reasonably request in order to properly r•. iew Park
Developer's Construction Plans at the stages specified above -. the extent
permitted hereby.
In the event that City disapproves or requires amendments ' • Park Developer's
Construction Plans at any of the aforementioned stages hich disapproval is
subject to the limited scope of City's review and appral rights as set forth in
subsection (b) below), City must do so in writing d: vered to Park Developer
within thirty (30) days of City's receipt of such pla . and such other information
reasonably requested by City in connection there in accordance with the City
Approval Process. City's notice shall include ithout limitation, a reasonable
explanation of the reason(s) for City's obje on(s) to allow Park Developer to
modify accordingly. Park Developer shal within thirty (30) days of receipt of
such notice, or such longer period of ti as City shall determine, in writing, is
reasonable in light of the requested m fications, modify the Construction Plans
in accordance with the reasons set fo r in City's disapproval notice. City shall be
required to approve or disappro - by written notice to Park Developer any
resubmitted Construction Plans ithin thirty (30) days of its receipt of same in
accordance with the City Apoval Process (so long as any disapproval notice
contains the same detail a required above). City and Park Developer shall
reasonably cooperate to -solve any disagreement regarding the Construction
Plans.
(b) Construction Plans
Following Ci
proprietary
revisions
may ref
Cons
royal
s receipt of Park Developer's Construction Plans, City, in its
pacity, shall give its written approval thereto or shall request
modifications thereto in accordance with subsection (a) above. City
e to grant approval only if, in its reasonable opinion, any of the proposed
ction Work as set forth in the Construction Plans:
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
53
SUBSTITUTED
or otherwise by mutual agreement of the parties; or
(iv) is inconsistent in any material respect with changes requested by the Ci
pursuant to subsection (a) above in compliance with the approv d
Conceptual Plan; or
(v) is inconsistent in any material respect with the Park Design Stan
rds; or
(vi) does not comply with any Applicable Laws (excluding ny pending
permits, variances, approvals or consents being sought by ark Developer
in connection with the work); or
(vii) is otherwise inconsistent in any material respect ith the terms of this
Exhibit.
City's review process of the Construction Plans set f
to any permitting process required by the City
agencies.
Notwithstanding the foregoing, any chan
required by any regulatory authority of j
City of Miami, the County, the Miam
Resources Management, the Miami -
and the State of Florida, shall
confirming, through the City
required by the regulatory aut
City with documentation f
change. City shall ha
documentation to eithe
authority or (b) requ
request, in each c .
however, that th
deadline by u
notice to Pa
be tolled
h herein shall be in addition
Miami and other regulatory
to the Construction Plans that is
sdiction, including, but not limited to,
ade County Division of Environmental
ade County Water and Sewer Department,
y require City's approval to the extent of
ager or his/her designee, that the change was
rity. Park Developer shall be required to provide
the applicable authority evidencing the required
ten (10) Business Days from the receipt of the
a) agree that the change was required by the regulatory
t additional documentation evidencing the veracity of the
in accordance with the City Approval Process; provided,
ity may, prior to the expiration of such deadline, extend such
o an additional twenty (20) Business Days by providing written
Developer, and Park Developer's deadlines under this Exhibit shall
the duration of such extension. Further, Park Developer may make
non -ma al revisions to the Construction Plans and revisions necessary due to
unkn• - n site conditions subject to City's approval, which shall not be
unr, : sonably withheld, conditioned, or delayed. The City reserves the right to
r:4 uire reasonable changes to address the regulatory requirements pursuant to City-
pproved changes to the Construction Plans.
Section 8 Procurement of Construction Contract. The construction contractor for the
Public ' . rk shall be selected by Park Developer in accordance with Applicable Law, including,
with. ft limitation, Section 255.20, Florida Statutes, utilizing any of the public, competitive
pre rement methods authorized by that statute; or, in the event that Park Developer elects to
ize a design -build delivery method for the Public Park, Park Developer shall select the design-
54
SUBSTITUTED
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, o
consider, the social, ideological or political interests of a proposer when determining if a propo -r
is a responsible proposer, nor will Park Developer give preference to a proposer based o ' the
proposer's social, ideological or political interests. Notwithstanding anything in this E sit to
the contrary, Developer shall not enter into any contract with a contractor that is a P •hibited
Person or that does not meet the requirements of Section 23 of this Exhibit. Except the extent
required under Applicable Laws, including but not limited to Sections 255.20 and 28 .055, Florida
Statutes, all other consultants, service providers, subcontractors, vendors and sup! ers performing
work on the Public Park shall be selected by Park Developer pursuant to cust► ary commercial
practices.
Section 9. Construction Warranties. Contemporaneously with S
the Public Park, Park Developer shall assign to City, or cause City
benefited party on, and shall provide City with a copy of, the const
the general contractor or any other contractor for the Public Pa
any and all other assignable warranties or guaranties of wor
Park Developer by any subcontractor, manufacturer, supplier
in the Public Park Improvements (collectively, the
Construction Warranties for the Public Park shall inclu
Public Park in form, content and coverage (in terms
the City Manager, which shall require the contract
the City to be defective in material and workmans
Plans for a period of one (1) year following th
construction of such contractors' respective
of time as may be set forth with respect to s
as well as any damage resulting from
which develop during construction or
Construction Warranties are assign
shall nevertheless remain jointly
contractor and any other contra
at no charge in order to perf
that (i) prior to commencin
with the insurance, bon
access requirements as
commercially reaso
Improvements dur
shall require co
stantial Completion of
be added as an express
tion warranties provided by
Improvements, together with
anship or materials provided to
installer of any element or system
Construction Warranties"). The
warranties from all contractors for the
scope and term of years) as approved by
to correct all Construction Work found by
p or not in conformance with the Construction
ssuance of a final Certificate of Occupancy for
nstruction agreements, or for such longer periods
cific warranties contained in the Constructions Plans,
ective design, materials, equipment or workmanship
ring the one (1) year warranty period. To the extent the
by Park Developer to City, the Construction Warranties
nforceable by both Parties. City shall provide the general
rs for the Public Park with access to the relevant City Property
any remedial work covered by a warranty; provided, however,
any remedial work, all such contractors shall be required to comply
g, and other pre -construction requirements of this Exhibit and other
ay reasonably be required by City, and (ii) all such contractors shall use
le efforts to mitigate impacts to operations of the relevant Public Park
g its repair of defects (and the construction agreements for such contractors
liance with the foregoing requirements).
Section 10. Development. Park Developer shall use commercially reasonable efforts to obtain
all applic. e approvals and Permits from all applicable governmental authorities that are required
for the ' •mmencement of development and construction of the Public Park Improvements, other
than y approvals or Permits expressly conferred under the Development Agreement, subject
on to reasonable conditions that are of a nature customarily imposed on similar projects. Park
veloper shall Commence Construction of the Public Park Improvements within twenty-four
55
SUBSTITUTED
(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 right
of Lenders set forth in this Exhibit. If Park Developer fails to timely Commence Constructio .f
the Public Park Improvements, Park Developer shall pay to City, as liquidated damages, $21 100
per month for the first twelve (12) months that such failure exists, and $30,000 per month each
month thereafter, until Park Developer actually Commences Construction of the Public ' . rk. Park
Developer shall achieve Substantial Completion of the Public Park Improvements w in twenty
four (24) months after Commencement of Construction, subject to Force Majeure, 'elays caused
by City in its propriety capacity only (as opposed to its regulatory capacity u' ess the delays
caused by the City in its regulatory capacity constitute a Force Majeure) and th. 'ghts of Lenders
set forth in this Exhibit. If Park Developer fails to timely achieve Substanti Completion of the
Public Park Improvements, Park Developer will pay to City, as liquidate. d amages, $20,000 per
month for the first twelve (12) months that such failure exists, and $31 100 per month for each
month thereafter, until Park Developer actually achieves Substantia ompletion of the Public
Park Improvements. In the event that Park Developer fails to pay the iquidated damages required
by this Exhibit, City may obtain a judgment and record a certi ' ed 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 ' . rk Developer, City shall have the right,
through its duly designated representatives, to inspe and test the Construction Work and the
plans and specifications thereof, and to otherwise re. J ire Park Developer to adhere to the contract
document standards for workmanship and quali products at any and all times during normal
business hours during the progress thereof anrom time to time, in its discretion, to confirm
compliance with the Conceptual Plans a the Construction Plans. Notwithstanding the
foregoing, no such inspection or testing sh. unreasonably interfere with the Construction Work.
Park Developer shall provide City u' en request with all available correspondence with
governmental authorities and releva' material in Park Developer's possession or control
associated with the permitting proc .s for the Public Park, including any available studies and
reports produced for the Public P. . Any on -site inspection by City of the Construction Work
shall be in the company of an a orized representative of Park Developer.
Section 12. Pa ment a ' i Performance Bond. Prior to the commencement of any
construction of any work at is subject to Section 255.05, Florida Statutes, Park Developer shall,
at Park Developer's an or Park Developer's contractor's sole cost and expense furnish City with
a payment and perfo r ance bond in substantially the form prescribed by Section 255.05, Florida
Statutes (the "Bon, ) with respect to that component of construction. Any contract with a general
contractor or s ontractor directly entered into by Park Developer that is subject to Section
255.05, Flori. Statutes must contain this Bond requirement.
The Bon• hall be issued by a bonding company approved by City, which approval shall not be
unreas • ably 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
the of) naming City as the owner/obligee, and Park Developer or Park Developer's general
ntractor, as the principal guaranteeing the payment and performance of Park Developer's
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SUBSTITUTED
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 an
promptly making payments under the claimant's contract.
The Bond shall be reduced in amount as the Construction Work proceeds (based upon per► ntage
of completion) as certified by Park Developer's architect and reasonably approved by 4 e 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 • a temporary
or final Certificate of Occupancy, or other equivalent approval, and reason. , y satisfactory
evidence thereof is provided by Park Developer to the City Manager, includi ' I certification by
Park Developer's architect that all requirements of the Bond have been satis d. The form of the
Bond shall be approved by the City Manager or the City's Risk Manage . s his or her designee
and by the City Attorney as to legal form, which approval shall not b: nreasonably withheld,
conditioned or delayed.
Section 13. Contractor's Insurance. Park Developer shall r , ire every contractor it retains
to perform any construction work pertaining to the Publi ' ark Improvements to furnish
certificates of insurance, including Builder's Risk insurance, ' ' applicable, within ninety (90) days
commencement of any construction thereon, as may oth ise be reasonably required by the
City's Risk Manager. Copies of such certificates shall . e furnished to the City of Miami Risk
Manager, 14 NE 2nd Avenue 2nd Floor, Miami, FL 132. City will be named as an additional
insured on such policies.
Section 14. Ownershi , of Ci Pro , er and Public Park Im , rovements. For the
avoidance of doubt, the City Property shal emain the property of City, and all Public Park
Improvements and all material and equipm t provided by Park Developer or on its behalf which
are incorporated into or become a part of e Public Park, upon being added thereto or incorporated
therein, and the Public Park itself, shbecome the property of City. Following completion of
the Public Park, City will operate a ' maintain the Public Park.
Section 15. Pro er to Re ' , in Free of Liens. Park Developer shall have no power or right
to and shall not in any way e . umber City's fee simple interest in the City Property. Other than
those caused by City or oth: ise permitted by this Exhibit, if any Liens and Encumbrances shall
at any time be filed again • the City Property and relate to work or other matters pertaining to Park
Developer, the work rformed by Park Developer, or otherwise in relation to the authority
granted to Park Dev- oper pursuant to this Exhibit, then Park Developer shall, upon acquiring
knowledge of suc ien or encumbrance, promptly take and diligently pursue a cause of action to
have the same ' scharged or to contest in good faith the amount or validity thereof and if
unsuccessful ' such contest, to have the same discharged or transferred to bond. If Park
Developer s to discharge, contest or bond the lien within sixty (60) days from the date Park
Develope - obtains knowledge of same, then City, in addition to any other right or remedy that it
may ha -, may take such action as may be reasonably necessary to protect its fee simple interest,
and ' .rk Developer shall be responsible for any and all reasonable verifiable costs incurred by
Ci ► in connection with such action, including all reasonable paralegal or title company fees, costs
d 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 facilitie
within the City Property required for the development and construction of the Public Park, or -•r
the operation of the Public Park and all Public Park Improvements. City, at Park Develo -r's
cost, agrees to cooperate with Park Developer in relocating existing utility lines and faciles on
or adjacent to the City Property which need to be relocated to develop the Public Park, cluding
reasonable use of existing easements benefiting the City Property and adjoining righ . of way to
the City Property, and the location and stubbing of utility connections leading to the ' ity Property.
Such relocation of existing utilities, including without limitation the cost of toring above-
ground improvements, shall be at the sole expense of Park Developer.
Section 17. Ombudsman. Recognizing the public and private benefits ovided by the Public
Park, City shall appoint an internal representative who is experienced d qualified to (i) report
directly to the City Manager, and (ii) have authority to coordinate, e • edite and respond for the
City on behalf of the City Manager through the final permitting pr• ess (the "Ombudsman") to
expedite the development of the Public Park as soon as reasonably •racticable in an effort to assist
Park Developer in achieving its development and constructio ' milestones for the Public Park.
Among other things, the Ombudsman shall (i) lead and set s edules for the internal City review
process with respect to Construction Plans, (ii) expedite a, help deliver expedited construction
inspection approvals (including building and fire depart ' -nt approvals), (iii) monitor and inspect
the development and construction process on City's . ehalf, (iv) maintain a continuous line of
communication with Park Developer and meet h Park Developer and Park Developer's
designated representatives on regular basis with r- • ect to the design, entitlement, permitting, and
approval process, (v) otherwise assist the City • coordinating the City's roles and responses and
approvals.
Section 18. Construction Access A ' ements. City agrees that access to the City Property
will remain available to Park Develop- for construction of the Public Park until termination of
Park Developer's obligations under s Exhibit in accordance with Section 21 below. City agrees
to execute and record any tempo , access and hold harmless agreements (including, without
limitation, construction access . _reements) reasonably required by Lenders to memorialize such
access in a title -insurable fo ► in the Public Records of Miami -Dade County. The City Manager
or the City Manager's desi ee shall have the power, authority and right, on behalf of City, and
without any further resol ion or action of the City Commission, to execute any such temporary
access and hold harml:.s agreements, subject to the reasonable review by the office of the City
Attorney.
Section 19. nment. Prior to Substantial Completion of the Public Park, Park Developer
shall not assi . the obligation of Park Developer to develop the Public Park or any portion thereof
pursuant to is Exhibit, to any party that is not an Affiliate without City Manager's consent, which
shall not • unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, prior
to Sub ntial Completion of the Public Park and provided no event of default then exists under
Secti ► 34(a) of the Development Agreement, Park Developer may freely assign the obligation of
Pa Developer to develop the Public Park or any portion thereof pursuant to this Exhibit to an
filiate 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 expressl
assigned to, and accepted by, the assignee), provided that, in the case of a transfer to an
Affiliated party prior to Substantial Completion of the Public Park, City Manager has cons; ted
to (or, if required by law, City Commission has approved) such transfer. Notwithstan•g the
foregoing, Park Developer may assign the obligation of Park Developer to develop the P is Park
or any portion thereof pursuant to this Exhibit to an Affiliate of Developer of grea r or equal
financial capability at any time without City's consent, but with advance notice a . evidence of
compliance herewith. "Affiliate" means an entity that is controlled by, or under • •mmon control
with, Developer, and that is at least ten percent (10%) owned, directly or indire' y, by Developer
or Developer's principals (for the avoidance of doubt, if Developer or Develo ' -r's principals own,
directly or indirectly, less than 50% of the equity interests in such en ' , then the majority
owner(s) of such entity shall be limited partners or the equivalent there
Section 20. Lender's Rights.
(a) Notwithstanding any provisions of this Exhibit • the contrary, for so long as any
Mortgage encumbers any interest in the Residential Prope' , or, as applicable, a Mezzanine
Financing Source holds an equity interest (directly or in•' ectly), or is secured by a pledge of
ownership interests, in Park Developer or Residential Dev' oper, notwithstanding the time allowed
to cure an event of default under Section 34(a) of the evelopment Agreement, the Mortgagee
and, as applicable, the Mezzanine Financing Sourc: shall have the right, but not the obligation,
for an additional period of thirty (30) days follow g expiration of the cure periods under Section
35(a) of the Development Agreement, to cure . monetary or non -monetary event of default of
Park Developer, but if such non -monetary e -nt of default cannot be cured within such 30-day
period, then the Mortgagee and, as applica► e, the Mezzanine Financing Source, shall have up to
ninety (90) days to cure following the e .iration of Park Developer's cure period, provided that
it has commenced such cure within th initial thirty (30) day period and thereafter pursues such
cure with reasonable diligence, sub' ' t to further extension of such cure periods as provided in
clauses (b) and (c) below.
(b) Notwithstandi r : any provisions of this Exhibit to the contrary, City shall not be
permitted to exercise its re ' -dies under Section 35(b) of the Development Agreement due to an
event of default of Park '. eveloper under this Exhibit as long as the Mortgagee, in good faith,
either promptly (i) com' ences to cure such event of default and prosecutes the same to completion
with all reasonable d gence, or (ii) if the nature of any non -monetary event of default is such that
possession of or t e to the Residential Property is reasonably necessary to cure the event of
default, or the e nt of default is of the type that cannot be cured by a Mortgagee (e.g., breach of
covenants tha . re personal to Park Developer), files a complaint for foreclosure and thereafter
prosecute t foreclosure action in good faith and with reasonable diligence, subject to any stays,
moratori. •r injunctions applicable thereto, and as promptly as practicable after obtaining
possess •n or title, as reasonably necessary, commences promptly to cure such event of
defa and prosecutes the same to completion in good faith and with reasonable diligence;
pre ided, 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 . e
permitted to exercise its remedies under Section 35(b) of the Development Agreement due .• an
event of default of Park Developer under this Exhibit as long as the Mezzanine Financing • •urce,
in good faith, either promptly commences to cure such event of default and prosecute t same to
completion with all reasonable diligence, or (ii) if the nature of any non -monetary eve ► of default
is such that control and possession of or title to the ownership interests in Park i eveloper or
Residential Developer is reasonably necessary to cure the event of default, or the vent of default
is of the type that cannot be cured by the Mezzanine Financing Source (e.g., b ach of covenants
that are personal to Park Developer), takes all reasonable steps necessary to '•reclose the pledge
of such ownership interests and prosecutes such action in good faith and wi reasonable diligence,
subject to any stays, moratoria or injunctions applicable thereto, and a •romptly as practicable
after obtaining control and possession or title, as reasonably necessa , commences promptly to
cure such event of default and prosecutes the same to completion in . od faith and with reasonable
diligence; provided, however, that during the period in which suc r . ction is being taken, all of the
other obligations of Park Developer under this Exhibit, to the e ent they are susceptible of being
performed by the Mezzanine Financing Source (e.g., the pay ' nt of amounts due), are being duly
performed.
(d) City shall provide each Lender that no les City of such Lender's interest with a
simultaneous copy of any notice of any default sent • Park Developer, and City agrees to accept
performance and compliance by any such Lender ► and with any of the terms of this Exhibit with
the same force and effect as though kept, obs- ed or performed by Park Developer, provided,
however, nothing contained herein shall be cstrued as imposing any obligation upon any such
Lender to so perform or comply on behalf o 'ark Developer.
Section 21. Termination. Followi'I completion of the Public Park pursuant to the terms of
this Exhibit and payment to the Ci of any Park Allowance Savings, the respective rights and
obligations of Developer, Park D: 'eloper and City under the Development Agreement and this
Exhibit in connection with the • -velopment and construction of the Public Park shall terminate
and be of no further force or - ' ect.
Section 22. Emer en ; Pre aredness. In the event of a hurricane warning designated by the
United States National eather Services or other anticipated emergency event that would affect
the safety of ongoin onstruction activities in the Public Park, Park Developer, at no cost to the
City, shall take all ecautions necessary to secure the Public Park, regardless of whether the City
has given notice .f same.
Section 23. Additional Requirements.
E-Verify. By agreeing to the terms in this Exhibit, Park Developer is obligated to
com with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment
Eli ; sility." Park Developer affirms that (a) it has registered and uses the U.S. Department of
meland Security's E-Verify system to verify the work authorization status of all new employees
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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 o
subcontractor; (c) it has an affidavit from all contractors and subcontractors attesting that e
contractor or subcontractor does not employ, contract with, or subcontract with, unautho zed
aliens; and (d) it shall maintain copies of any such affidavits until the termination of the obi Lions
under this Exhibit. If City has a good faith belief that Park Developer has knowingl iolated
Section 448.09(1), Florida Statutes, then City shall terminate the Development A'; eement in
accordance with Section 448.095(5)(c), Florida Statutes. In the event of such to ' nation, Park
Developer agrees and acknowledges that it may not be awarded a public contrac or at least one
(1) year from the date of such termination and that Park Developer shall be liabl - or any additional
costs incurred by City because of such termination. In addition, if City has a sod 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 w its requirements under
those statutes, then Park Developer agrees that it shall terminate its co ► act with the contractor or
subcontractor upon receipt of notice from City of such violation by ' •ntractor or subcontractor in
accordance with Section 448.095(5)(c), Florida Statutes. Any chenge to termination under this
provision must be filed in the Circuit or County Court by City ' ark Developer, or contractor or
subcontractor no later than twenty (20) calendar days after th- d ate of contract termination. Public
and private employers must enroll in the E-Verify Syste. (http://www.uscis.gov/e-verify) and
retain the I-9 Forms for inspection.
(b) Foreign County of Concern. Park D eloper affirms that it is not in violation of
Section 287.138, Florida Statutes, titled Contracti _ with Entities of Foreign Countries of Concern
Prohibited. Park Developer further affirms that is not giving a government of a foreign country
of concern, as listed in Section 287.138, F rida Statutes, access to an individual's personal
identifying information if: a) Park Develo . r is owned by a government of a foreign country of
concern; b) the government of a foreig ► country of concern has a controlling interest in Park
Developer; or c) Park Developer is tanized under the laws of or has its principal place of
business in a foreign country of c• cern as is set forth in Section 287.138(2)(a)-(c), Florida
Statutes. Park Developer shall • uire that each of its contractors and subcontractors affirm
compliance with this paragraph d Section 287.138, Florida Statutes.
(c) Public Enti Crime. Park Developer further warrants it will neither knowingly
utilize the services of, n• contract with, any supplier, subcontractor, or consultant in excess of
$10,000 in connection ith the performance of any services in connection with the Public Park
for a period of 36 m► the from the date of such party being placed on the convicted vendor list,
and Park Develo r shall require that each of its suppliers, contractors, subcontractors, or
consultants affi that it has not been convicted of a Public Entity Crime, as defined by Section
287.133, Flo • Statutes, prior to entering into any such contract.
(d Scrutinized Companies. Park Developer affirms that it is not on the Scrutinized
Compa' es that Boycott Israel List, or is engaged in a boycott of Israel, or is on the Scrutinized
Com ► J nies with Activities in Sudan List or the Scrutinized Companies with Activities in Iran
Te ► .rism Sectors List, or is engaged in business operations in Cuba or Syria, in each case as
fined in Section 287.135, Florida Statutes, and Park Developer shall require that each of its
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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, .r
any entity engaged by it for the project contemplated herein, is in violation of Section 78 .06,
Florida Statutes, and that it does not and shall not use "coercion" for labor or services as ' fined
in Section 787.06, Florida Statutes. The Park Developer shall execute and submit to t City an
Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statu , , attached
an incorporated herein as Exhibit "3". If the Park Developer fails to comply with t - terms of this
Subsection, the City may suspend or terminate the Development Agreement imm:.lately, without
prior notice, and in no event shall the City be liable to Park Developer .r any additional
compensation or for any consequential or incidental damages.
(f) Antitrust Violator Vendors List. Park Developer confirm .nd certifies that neither
it, nor any entity engaged by it for the project contemplated herein s in violation of Section
287.137, Florida Statutes.
(g) Public Records. Park Developer understands t the public shall have access, at
all reasonable times, to all documents and information pert ing to City agreements, subject to
the provisions of Chapter 119, Florida Statutes, and agre:. to allow access by the City and the
public to all documents subject to disclosure under appli .le laws. shall additionally comply with
Section 119.0701, Florida Statutes, including witho imitation: (1) keep and maintain public
records that ordinarily and necessarily would be re. fired by the City to perform this service; (2)
if required, provide the public with access to pub ' records on the same terms and conditions as
the City would at the cost provided by Chapter 9, Florida Statutes, or as otherwise provided by
law; (3) ensure that public records that are ex:. pt 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 p .lic records in its possession upon termination of the
obligations under this Exhibit and . -- troy any duplicate public records that are exempt or
confidential and exempt from discl • . re requirements; and, (5) provide all electronically stored
public records that must be provid: 4 to the City in a format compatible with the City's information
technology systems. Notwithst.. ding the foregoing, Park Developer shall be permitted to retain
any public records that make • part of its work product solely as required for archival purposes,
as required by law, or to ev . ence compliance with the terms of the Agreement.
SHOULD PARK VELOPER DETERMINE TO DISPUTE ANY PUBLIC
ACCESS PROV .ION REQUIRED BY FLORIDA STATUTES, THEN PARK
DEVELOPER : ALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO
THE CITY. PARK DEVELOPER HAS QUESTIONS REGARDING THE
APPLICA ' ON OF CHAPTER 119, FLORIDA STATUTES, TO PARK
DEVEL '. 'ER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE
CON ' A CT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305)
416 800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR
GULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY,
44 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT
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MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF
MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
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Exhibit 1 Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND tying arid being in Sections 31 and 32, Township63 South,
Range 42 East, being more particularlydescribed as follows:
Commence at a point known as RT. STATION 25450 of the official mop t f location d
su rveyof a portion of Section 8706, designated es a part of State Rood A-1-Ain ' = de
County, Florida as recorded in Plat Eook 56 at Page 71 of the Pubic Records . • ode
County, Florae, said Point being the point of tangency of the centerline of e most
Northerly curve of Gene rat Douglas Mace rthur Causeway, running Soo =stwardlyfrom
the Northwesterly corner of Watson Island and having a radius of 143 . feet and a central.
angle of 62 degrees 00 minutes 00 seconds; thence run North 6-0 d ees 52 minutes 45
seconds East, atong the Nartheasterty prolongation of the radial ne of the above
mentioned curve for a distance of 670.74 feet to the Point of ; ginning of the parcel to be
described. (Said point being atso the Point of Beginning of ase areal Mienli Yacht Club;
thence South 49 degrees 52 minutes 53 seconds East, a • ng the SouthwesterLy line of said
tease area 1 and its Southeasterly extension far857.3+ `-et; thence South 60 degrees 52
minutes 45 seconds West, for 223,24feetto its intection with a tine prate'. and 100feet
Northeasterly of the mot Northerly righ I -of -way e of said Mlanarthur Causeway; thence
North 29 degrees 07 minutes 15 seconds Wes
feat to a point of tangency; (A) thence aLon
having a radius of 800.00 feet, a central a
am distance of 362.85 feet, thence So
94,95 feet to its intersection with th
Causeway and a circular curve c
degrees 51 minutes 52 second
its elements a radius of 109
for an arc distance of 129
compound curve oono
feet, a central angle
feet; (D) thence N
South 55 degre
approximate
following e
thence
degre
paratiel to said right-of-way for 1100_97
tangential cu:rdo concave to the Southwest
e of 25 degrees 16 minutes 16 seconds for an
90 degrees 00 minutes 00 seeontts West for
ortherty right-of-way Line of said Mace rthur
cave to the Sou &sof st, sold point' bears South 41
est from its center; (B) thence along said curve havingfar
feet, a central angle of 6 degrees 47 minutes 18 seconds
feet to a p o i njt of compound curvature; () thence doing a
e to the Southwest leaving for its elements a radius of 1441.25
20 degrees 27minutes 49 seconds for an arc distanceof514,75
h 34 degrees 54 minutes 13 seconds East for 333.29 feet; thence
n5 minutes 44 seconds, East for 726.47 feet torts intersection with the
oreline of Biscayne Bay; thence continue along said shoreline for the
t courses (1) South 88 degrees 21 minutes 37 seconds East for 63,38 feet: (2)
uth 85 degrees 09 minutes 34 seconds East for 60.47 feet; (3) thence South B2
33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
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SUBSTITUTED
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (6} thence South 67 degrees 53 minutes 24 seconds East for
82.52 feet; (7) thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8)
thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly Line of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said line for 2t .12feet to the Point of Beginning and there terminate.
LESS AND EXCEPT:
That portion of WATSON ISLAND Lying and being in Sections 31 and 32,
Range 42 East described as follows:
:3 S.iutr.
Commence at a point known as P.T. STATION 25 } 50 of the offi • - l Map allocation and
survey of a portion of Section 6706 designated as a part of S to Read A-1-A in Miami -Dade
County, Florida as recorded in Plat Book 56 at Page 71 of , r Public Records of Dade
County, Florida, said point being the point of tangency
northerly curve of General D IugLas MacArthur aus
northwesterly corner of Watson island and having
angle of 62 degrees 4O minutes 00seconds; th
seconds East, along the northeasterly proton
mentioned curve fora distance of 130.00
said MacArthur Causeway as recorded i
Official Records Book 18699, at Page
thence North 29 degrees 07 rxrirrut
feet to a point of curvature of a
along the arc of said curve, h
46 minutes 26 seconds, a
seconds West, 3.51 feet
minutes 41 seconds
southwest; thence
feet and a centre ngle of 16 degrees 22 minutes 32 seconds, a distance of 415.64 feet;
thence North degrees 43 minutes 47 seconds East, radially to the last and next
described c :s, a distance of 4,77 feet to a point on a non -tangent curie, concave to the
southwe thence northwesterly along the arc of said curve, having a radius of 1458.02
feet an, a central angle of 03 degrees 50 minutes 38 geCOnds, a distance of 97.89 feet the
the centerline of the most
ey, running south aeterlyfrenrr the
radius of 1432.69 feat and a central
ce North 60 degrees 52 minutes 45
teen of the radial line of the above
t to a point on the easterly right-of-way line of
Official Records Book 18018, at Page 1171 and
36 of the public Records of Dade County, Florida;
15 seconds West, along said right-of=vway line, 256.28
concave to the southwest; thence northwesterly
nga radius of 926.00 feet and a central ankle of 25 degrees
tance of 416.55 feet; thence North 54 degrees 53 minutes 41
the Point of Beginning; thence continue North 54degrees53
st, 157.45 feet to a point at curvature of a curve concave to the
rthwestert r along the arc of said curve, having a radius of 1454.25
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preceding six ovursesand distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas 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 18 seconds West,18.80 feet to a point of
curvature of a non -tangent curve concave to the southwest (a radial line to said point b , rs
North 14 degrees 36 minutes 45 seconds East): thence southeasterly alongthe arc o 4aid
cure, having a radius of 1441.25 and a central angle of 20 degrees 27 minutes 49
conds,
a distance of 514.76 feet to a point of compound curvature of a curve concave t• e
southwest; thence southeasterly along the am of said curve, having a radius • 1004-64
feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance .' ' 29.22 feet;
thence North 90 degrees 00 minutes 00 seconds East, 35,33 feet to the int of Beginning_
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND lying and being in Sections 31 d 32, Township 53 South,
Range 42 East, described as follows:
Commence eta point known es RT. MATION 25+0 of e official map of location and
sunray of a portion of Section 8706, designated as t ,art of State Road A-1-A Dade County,
Florida as recorded In plat Book 56, Page 71 of t : ruOlio Records of Miaml-Dade County,
Florida, said point being the point of tangency the centerline of the most northerly curve
of General Douglas MacArthur Causeway, ning so utheasterly from the northwesterly
corner of +'atson Island and having a rad' s of 1432.69 feet and a central angle of 62
degrees 00 minutes 00 seconds; then , North 60 degrees 52 minutes 45 seconds East,
a tong the northeasterly prolongatio .fthe radial Eine of the above mentioned curve fora
distance of 670.74 feet; thence 5r th 09 degrees 52 minutes 53 seconds East, 387.30 feet
to the Point of Beginning; then ; . continue South 09 degrees 52 minutes 53 seconds Est,
470.00 feet: thence North 6i . agrees 52 minutes 45 seconds East, 30.75 feet; thence
North 08 degrees 45 rninu =s 06 seconds West, 49.29 beet: Thence North 09 degrees 52
minutes 53 seconds W. 9t,180.24feet; thence North 13 degrees 41 minlJteS 45S0n0nds
West, 134.32 feet; th - ce North 13 degrees 41 minutes 15 seconds West, 94.07 feet;
thence South 89 d : rees 32 minutes 37 seconds West,15.03 feet to the Point of Beginning,
FURTHER LES ND EXCEPT THE FOLLOWING:
LEGAL DE RIPTION:
66
SUBSTITUTED
PARCEL II (Residential Property):
That portion of WATSCN ISLAND Lying and being in Sections31 and 32, Township. 53 Sout
Range 42 East, being more. particularly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location d
survey of s portion of Section 87106 designated as a part of tat. Road A-1-A in m w-Dade
County, Florida as recorded in Plot Rook 56 at Page 71 of lec: rds + • ade
County, Florida: thence N 601'52'45" Elot 165,00feel,thatwo (2) , curses Icing
along the Northeasterly right of ways line of General. Duugta i 1 acA rihur ':' d Sway;1)
L:�ra ice S 2200715m E for 152.11 feet to the Point of Beginning; 2) then r vontinue
7S°.D7'15" E for657.31 feet; thence N 60°52'45" E for 223.24 feet- r r. ,ric::: N 60°52' " E for
30.75 feet; thence N 08°45'0" W for 49.29 feet: thence N 09°52' `' W for 180.24feet;
thence N 13°41'45' W for 134.32 feet thence N 13°'41'15' W f• 94.07 feet; thence S
89°32`37" W for 15,03 feet: thence N OV52153" W for 226.2eet; thence 5 ' "Wftr
452.65 feet to the Point of Beginning.
67
SUBSTITUTED
Exhibit 2 Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 So
Runge 42 East, being more particularly described as follow$:
Commence at a point known as P,T. STATION 25 + 50 of the official map of Iocat'
survey of a portion of Section 8706 designated as a part of State Road A-1—A i
Miami —Dade Cojrty, Florida as recorded in Plat Book 56 at Page 71 of the Pub
Dade Ccurty,, Florida: thence N .60'52'45' E for 165.00 feet, the followirg two
being along the Northeasterly right of way Tine of General Douglas MacArthur
therce S 29'C7'15" E for 152.1 1 feet to the Point of Beginning; 2) thence
29'07" 5" E for 657.31 feet; :hence N 60"52'45 E for 223.24 feet; then
iO.15 teet; thence N 08'45'06' W for 45.29 feet; thence N 09'52'53"
therce N 13',11',15" W for 134,32 feet; thence N 13'41'15" W for 91.
89'32'37" W for 15,03 feet; thence N 09'52'53" W for 226.20 foot;
452.65 feet to the Point of Beginnirog.
68
for
and
Records of
) courses
auseway; 1)
ontinue S
N 60'52'45" E for
180_24 feet;
fee; thence S
cncc 5 60'52'45" W for
SUBSTITUTED
Exhibit 3 — Anti -Human Trafficking Affidavit
69
SUBSTITUTED
ANTI -HUMAN TRAFFICKING
AFFIDAVIT
1. 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 Flori• . 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 (i - tiding, but
not limited to, any amendments, as applicable) with the City of Miami ("City") or + e of its
agencies, authorities, boards, trusts, or other City entity which constitutes a gov- mental entity as
defined in Section 287.138(1), Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida atutes (2024), titled
"Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or se ces as defined in Section
787.06, Florida Statutes (2024), attached and incorporated herein . Exhibit Affidavit-1.
2. Under penalties of perjury, 1 declare the following:
a. I have read and understand the foregoing Anti -Human T
statements and representations provided in Section 1
fficking Affidavit and that the facts,
true and correct.
b. I am an officer or a representative of the nongover ental entity authorized to execute this Anti -
Human Trafficking Affidavit.
Nongovernmental Entity: ECORESILIENCY MIAMI LLC, a '<elaware limited liability company
Natne: David Martin Off r Title: Manager
Signature of Officer:
Office Address: 3310 Ma Street, Suite 02, oc+ ut Grove, FL 33133
Email Address: dmartinAterragroup.com
FEIN No. 99-2082825
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was s
day of September, 2025 b
personally known to me o
(NOTARY PUBLIC AL)
My Corn
Main Phone Number: 305-416-4556
m to and subscribed before me by means of f'physical presence or O online notariz ion, this
avid Martin, as the authorized officer or representative for the nongovernmental entity
s produced \\�i1111111tr1/J/� identification.
\\N, D. p
t‘i TA R y
�►•� (1):
►'UREIC
4.
ssion Expires: it ` ...25, 9T`••... titi,...•'9•
,i-$.
LL iiir/'F O F1 F' 0 ,0\��
(Printed, Typed, or Stamped Name of Notary Public)
she is
SUBSTITUTED
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. Victim .f
human trafficking are young children, teenagers, and adults. Thousands of victims are traff' ed
annually across international borders worldwide. Many of these victims are trafficked in . this
state. Victims of human trafficking also include citizens of the United States and tho persons
trafficked domestically within the borders of the United States. The Legislature fi' is that victims
of human trafficking are subjected to force, fraud, or coercion for the purpos- .f sexual
exploitation or forced labor.
(b) The Legislature finds that white many victims of human traffickin are forced to work in
prostitution or the sexual entertainment industry, trafficking also oc s in forms of labor
exploitation, such as domestic servitude, restaurant work, janitorwork, sweatshop factory work,
and migrant agricultural work.
(c) The Legislature finds that traffickers use various tec ques to instill fear in victims and to
keep them enslaved. Some traffickers keep their victims der lock and key. However, the most
frequently used practices are less obvious techniques at include isolating victims from the public
and family members; confiscating passports, visas, .r other identification documents; using or
threatening to use violence toward victims or t it families; telling victims that they will be
imprisoned or deported for immigration violons if they contact authorities; and controlling the
victims' funds by holding the money oste . bly for safekeeping.
(d) It is the intent of the Legislatur that the perpetrators of human trafficking be penalized for
their illegal conduct and that the v. ims of trafficking be protected and assisted by this state and
its agencies. In furtherance of t policy, it is the intent of the Legislature that the state Supreme
Court, The Florida Bar, and r- evant state agencies prepare and implement training programs in
order that judges, attorn- , law enforcement personnel, investigators, and others are able to
identify traffickers an. 'ictims of human trafficking and direct victims to appropriate agencies for
assistance. It is the ' tent of the Legislature that the Department of Children and Families and
other state agen' es cooperate with other state and federal agencies to ensure that victims of
human traffi ng can access social services and benefits to alleviate their plight.
(2) As ed in this section, the term:
(a) oercion" means:
1 Using or threatening to use physical force against any person;
SUBSTITUTED
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
services are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any ac .l or
purported passport, visa, or other immigration document, or any other actual or pur. . ted
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 I or Sche. e II of s. 893.03 to any
person for the purpose of exploitation of that person.
(b) "Commercial sexual activity" means any violation of chapt, 96 or an attempt to commit
any such offense, and includes sexually explicit performances . - . the production of pornography.
(c) "Financial harm" includes extortionate extension of -dit, loan sharking as defined in
s. 687.071, or employment contracts that violate the sta e of frauds as provided in s. 725.01.
(d) "Human trafficking" means transporting, solid g, recruiting, harboring, providing,
enticing, maintaining, purchasing, patronizing, pro ring, or obtaining another person for the
purpose of exploitation of that person.
(e) "Labor" means work of economic or f ancial value.
(f) "Maintain" means, in relation to 1. ' +r or services, to secure or make possible continued
performance thereof, regardless of an nitial agreement on the part of the victim to perform such
type service.
(g) "Obtain" means, in relat'to labor, commercial sexual activity, or services, to receive,
take possession of, or take c ody of another person or secure performance thereof.
(h) "Services" means . act committed at the behest of, under the supervision of, or for the
benefit of another. Th erm includes, but is not limited to, forced marriage, servitude, or the
removal of organs.
(i) "Sexually plicit performance" means an act or show, whether public or private, that is
live, photogr., - ed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or
appeal to e prurient interest.
(j) "unauthorized alien" means an alien who is not authorized under federal law to be
emp dyed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be
i r erpreted consistently with that section and any applicable federal rules or regulations.
SUBSTITUTED
(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 traffic, g:
(a)1. For labor or services of any child younger than 18 years of age or an adult believe..y the
person to be a child younger than 18 years of age commits a felony of the first degree, .. nishable
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 firs segree,
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 . ony 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 aor an adult believed by the
person to be a child younger than 18 years of age who is an unaut ized alien commits a felony of
the first degree, punishable as provided in s. 775.082, s. 775.0:., or s. 775.084.
2. Using coercion for labor or services of an adult who is unauthorized alien commits a
felony of the first degree, punishable as provided in s. 77'.082, s. 775.083, or s. 775.084.
(d) Using coercion for commercial sexual activity • an adult who is an unauthorized alien
commits a felony of the first degree, punishable as rovided in s. 775.082, s. 775.083, or
s. 775.084.
(e)1. For labor or services who does so b he transfer or transport of any child younger than 18
years of age or an adult believed by the p son to be a child younger than 18 years of age from
outside this state to within this state mits a felony of the first degree, punishable as provided
in s. 775.082, s. 775.083, or s. 775
4.
2. Using coercion for labor o ervices who does so by the transfer or transport of an adult from
outside this state to within t state commits a felony of the first degree, punishable as provided
in s. 775.082, s. 775.083, - s. 775.084.
(f)1. For commercisexual activity who does so by the transfer or transport of any child
younger than 18 yeof age or an adult believed by the person to be a child younger than 18 years
of age from outs' . e this state to within this state commits a felony of the first degree, punishable
by imprisonm- t for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or
s. 775.084
2. ng coercion for commercial sexual activity who does so by the transfer or transport of an
adul' rom outside this state to within this state commits a felony of the first degree, punishable as
p'.vided in s. 775.082, s. 775.083, ors. 775.084.
SUBSTITUTED
(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 separa crime is
committed and a separate punishment is authorized.
(4)(a) Any parent, legal guardian, or other person having custody or control of . inor who sells
or otherwise transfers custody or control of such minor, or offers to sell or othe► ise transfer
custody of such minor, with knowledge or in reckless disregard of the fact th , as a consequence
of the sale or transfer, the minor will be subject to human trafficking co r its 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 facilitatin an offense under this section,
permanently brands, or directs to be branded, a victim of an off- se under this section commits a
second degree felony, punishable as provided in s. 775.082, s 75.083, or s. 775.084. For purposes
of this subsection, the term "permanently branded" mean • . mark on the individual's body that, if
it can be removed or repaired at all, can only be remo d or repaired by surgical means, laser
treatment, or other medical procedure.
(5) The Criminal Justice Standards and Traini' • Commission shall establish standards for basic
and advanced training programs for law enforment officers in the subjects of investigating and
preventing human trafficking crimes. Eve .asic skills course required for law enforcement
officers to obtain initial certification rn t include training on human trafficking crime prevention
and investigation.
(6) Each state attorney shall . elop standards of instruction for prosecutors to receive training
on the investigation and prosetion of human trafficking crimes and shall provide for periodic and
timely instruction.
(7) Any real propert •r personal property that was used, attempted to be used, or intended to
be used in violation . this section may be seized and shall be forfeited as provided by the Florida
Contraband Forfe' re Act. After satisfying any liens on the property, the remaining proceeds from
the sale of any roperty seized under this section and owned by a defendant convicted of a
violation of is section must first be allocated to pay any order of restitution of a human
trafficki r victim in the criminal case for which the owner was convicted. If there are multiple
hum. ' trafficking victims in the criminal case, the remaining proceeds must be allocated equally
ng the victims to pay restitution. If the proceeds are sufficient to pay any such order of
estitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9).
SUBSTITUTED
(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, t
victim's misrepresentation of his or her age, or the defendant's bona fide belief of the tim's age
cannot be raised as a defense.
(10)(a) Information about the location of a residential facility offering service or adult victims
of human trafficking involving commercial sexual activity, which is held by an - •ency, as defined in
s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I the State
Constitution. This exemption applies to such confidential and exempt in mation held by an
agency before, on, or after the effective date of the exemption.
(b) Information about the location of a residential facility offe g services for adult victims of
human trafficking involving commercial sexual activity may be ' ovided to an agency, as defined in
s. 119.011, as necessary to maintain health and safety stands and to address emergency
situations in the residential facility.
(c) The exemptions from s. 119.07(1) and s. 24(a) rt. I of the State Constitution provided in
this subsection do not apply to facilities licensed b " he Agency for Health Care Administration.
(11) A victim's lack of chastity or the willin ess or consent of a victim is not a defense to
prosecution under this section if the victim :s under 18 years of age at the time of the offense.
(12) The legislature encourages each ate attorney to adopt a pro -prosecution policy for
human trafficking offenses, as provide in this section. After consulting the victim, or making a
good faith attempt to consult the v im, the state attorney shall determine the filing, nonfiling, or
diversion of criminal charges ev in circumstances when there is no cooperation from a victim or
over the objection of the vic if necessary.
(13) When a contract ' executed, renewed, or extended between a nongovernmental entity
and a governmental eny, the nongovernmental entity must provide the governmental entity with
an affidavit signed an officer or a representative of the nongovernmental entity under penalty
of perjury attest g that the nongovernmental entity does not use coercion for labor or services as
defined in thi ection. For purposes of this subsection, the term "governmental entity" has the
same mea g as in s. 287.138(1).
SUBSTITUTED
Exhibit "F"
Community Benefits Exhibit
Section 1. Purpose; Conflicts. This Exhibit in intended to establish the community be ' -fits
that are required to be provided by Ecoresiliency Miami LLC, a Delaware limited ability
company and/or its assigns ("Developer"). In the event of a conflict between terms or •.nditions
set forth in this Exhibit and the terms or conditions in another portion of the ) velopment
Agreement (the "Development Agreement") between Developer and the Ci 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 defin by this Exhibit shall
have the meaning set forth in the Development Agreement. The follo ng terms shall apply to
this Exhibit:
"Certificate of Occupancy" shall mean a certificate of . cupancy, temporary certificate
of occupancy, certificate of completion, temporary c ificate of completion or similar
approval authorizing the use and occupancy of a or a portion of the Public Park
Improvements.
"City Commission" shall mean the local legis . tive body of the City of Miami.
"City Manager" shall mean the Chief Adinistrative Officer of the City.
"Closing" shall mean the closing oft purchase and sale of the Residential Property under
the Purchase and Sale Agreement.
"Overall Site" shall mean the eal property located in the City of Miami, Miami -Dade
County, Florida known as angle Island located at 1111 Parrot Jungle Trail, Miami,
Florida, having folio num► rs 01-3231-000-0014 and 01-3231-000-0016, and consisting
of the Residential Prope ► and the Public Park Property.
"Party" or "Partie ' (whether or not by use of the capitalized term) shall mean jointly or
individually (as context dictates) the City and Developer.
"Person" sh. mean (whether or not by use of the capitalized term) shall mean any natural
person, , firm, partnership, corporation, limited liability company, joint venture,
associati ► or any other legal or business entity or investment enterprise.
"Ph - , e" shall mean each phase of the Residential Project. The first Phase of the Residential
Pr' ect will contain a condominium tower, any accessory uses, and any required parking.
e 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.
70
SUBSTITUTED
"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 ha
any criminal felony convictions within the immediately preceding ten (10) years; (ii
named on any federal, state, county and municipal and/ or political subdivision
persons with whom that entity is prohibited from transacting business; (iii) is
Scrutinized Companies with Activities in Sudan List, the Scrutinized Comp
Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies
Israel List, or is engaged in any business operations in Cuba or Syria, as t
used and defined pursuant to Sections 287.135, 215.473, and 215.4725
(iv) is convicted of a Public Entity Crime or has been placed in the Con
pursuant to Florida Statute 287.133 or a similar law, rule or regu
position in the City or on any board, trust, agency or other enti
Charter or Code, or otherwise has a conflict of interest pursuan
Article V, and Miami -Dade County Code Section 2-11.1; (vi
of a material breach under any lease or other written agree
remains uncured; (vii) has been or remains debarred by a
any respective agency thereof, or any public school di
immediately preceding ten (10) years; (viii) has
involuntary bankruptcies that have not been disch
past, present or pending any bankruptcy, as
appointment of a receiver for a substantial p
within the past seven (7) years on projects
controlled a substantial interest (i.e., ow
entity stock or shares); (ix) has been
Sections 18-73 and 18-95 of the Cod
to a contract substantially simil
immediately preceding ten (10) y
from doing business with the
the City Property to a non-g• iernmental entity, clauses (v) and (x) in this definition shall
no longer apply.
is
t of
n the
ies with
at Boycott
se terms are
orida Statutes;
ted Vendors List
on; (v) holds any
created by the City's
o City Code Chapter 2,
as received formal notice
t with City and such breach
federal, state, county, or City,
ct or special district within the
een subject to any voluntary or
ed or similar proceedings or has had
nments for the benefit of creditors,
ion of its assets, or similar actions, each
businesses they have owned, operated, or
ship of twenty percent (20%) or more of the
etermined to be not responsible as defined by
nd by the laws of the State of Florida with respect
in scope and/or type to this Exhibit within the
rs; or (x) is prohibited by Applicable Law then in effect
provided, however, that if City transfers its interest in
"Public Park" shall an an iconic world -class public park with a focus on education of
biodiversity and c• taining passive and active recreational uses on the Public Park
Property.
"Public Par
buildings,
improve
other i
Pro
Improvements" shall mean the park equipment, facilities, amenities,
arking areas, parking garages (if applicable), above and below surface
ents, utilities, utility lines and appurtenant equipment, vaults, infrastructure and
provements to be developed and constructed on, above or below the Public Park
or a portion thereof, and all fixtures located or to be located therein (including
a replacements, additions and substitutes thereof) for the development of the Public Park
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
71
SUBSTITUTED
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 agree t
between Developer and City for (i) the fee simple acquisition of, and developmen of a
private residential project with accessory uses over the Residential Property; an. ii) the
development of a public park over the Public Park Property pursuant to certain : : sements
and similar agreements (including, without limitation, construction access ag ements) to
be granted by City.
"Purchase Price" shall have the meaning set forth in the Purchase and : ale Agreement.
"Redevelopment" shall mean the redevelopment of the Ove 1 Site including the
development of the Residential Project and the Public Park.
"Residential Property" shall mean the approximately 5.' acres of upland waterfront
property in and around Watson Island, shown and legally . cribed in Exhibit "2" attached
hereto.
"Residential Project" shall mean the private dev opment on the Residential Property
consisting of: (i) a condominium development •.retaining two (2) condominium towers
with a minimum of 1,200,000 sellable squar eet (comprising no more than 600 units
unless otherwise approved by the City Ma er in his reasonable discretion) and related
amenities, including, without limitation, enities made available to both residents and
non-residents on a membership basis (th `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 "Co i' ercial Component"); (iii) accessory uses to the
Condominium Component and ommercial Component as are customary with the
principal uses of the Condomi ' um Component and Commercial Component; and (iv) a
parking garage with sufficie parking to accommodate the Commercial Component and
the Condominium Coment in accordance with Applicable Law (the "Parking
Component"). For the oidance of doubt, the Commercial Component shall be deemed
to be in addition to o exclusive of all amenities within the Condominium Component,
regardless of whethsuch amenities are considered commercial uses under Miami 21 or
other applicable 1. s.
Section 3. Community Benefits. Developer agrees that in addition to the Purchase
Price to be paid b eveloper under the Purchase and Sale Agreement, Developer shall provide
the following co munity benefits (collectively, the "Community Benefits"):
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.
72
SUBSTITUTED
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 Developme
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 e City
Marine Facilities. For purposes hereof, "City Marine Facilities" shall can (a)
office space with a reception area for use by the City in connection wi the City's
management of the City's Watson Island mooring field and (b) rest .om facilities
with showers and other common areas (including a laundry) for usy users of the
mooring field. The City Marine Facilities shall not exceed 750 are feet of gross
floor area and shall be incorporated into the Public Park o at another location
mutually agreed by the Parties. In the event that the co to construct the City
Marine Facilities exceeds the amount of the allowance he City shall have the
option to either (a) fund such excess amount or (b) r- . ce the scope of the City
Marine Facilities such that they can be constructed fless than the amount of the
allowance.
D. Ichimura Miami -Japan Garden / Other Publ Improvements. An allowance of
$700,000 for the construction of restroom• for use by visitors of the Ichimura
Miami -Japan Garden and any other enhcements to the Ichimura Miami -Japan
Garden or other public improvements aeed upon by the Parties and incorporated
into either the Residential Project • the Public Park, or at an agreed off -site
location. In the event that the co to construct the public facilities exceeds the
amount of the allowance, the C shall have the option to either (a) fund such
excess amount or (b) reduce scope of the additional public facilities such that
they can be constructed for 1s than the amount of the allowance.
E. Master Planning of W. on Island. Developer will participate in and fund the
master planning of W. on Island up to the maximum amount of $500,000, which
shall include the P •lic Park Property, additional public park/viewing area and
pedestrian paths cnecting public space on Watson Island.
F Watson Islan► ire Station. Developer shall pay $5,000,000 to the City for the
constructio► of a new fire station on Watson Island by the later of (i) thirty (30)
days aft; the issuance of a Certificate of Occupancy for the Public Park
Improv ents and (ii) the approval, by the City Commission, of the location,
proj - ' budget, and funding plan for the new fire station.
G. : .rticipation 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.
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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 wor
in connection with the Redevelopment to small, disadvantaged subcontrac . s
located in the City of Miami, as evidenced by a certification by Miami- i ade
County as a Small Business Enterprises (SBE) or a comparable certificatio
Section 4. Monitoring. Commencing ninety (90) days after Closing any ontinuing
until Developer has satisfied all of its obligations under this Exhibit, Developer w provide the
City Manager with a written report at least quarterly setting forth Developer's ogress toward
satisfying its obligations under this Exhibit. All reports required from Develo r pursuant to this
Exhibit shall be in a form required by the City Manager and shall contain ch information and
include such back-up information as may be reasonably required by the C Manager to confirm
Developer's compliance with this Exhibit. In addition, said reports an. .11 back-up information
supporting said reports shall be subject to audit and inspection by the ty Manager.
Section 5. Audit. The City Manager will have ac ss to, and the right to audit,
examine, or reproduce, the financial books and records of P veloper related to this Exhibit.
Developer must retain all such records for a minimum period . six (6) years from the satisfaction
of all of its obligations under this Exhibit, or for such long: period of time as required by federal
or state law or in connection with the completion of any udit in progress. Developer must keep
all financial records in a manner consistent with genery accepted accounting principles. Access
must be provided to the City Manager or its agent •uring normal business hours to review the
requested records no later than ten (10) calendar d s after the written request is made by the City
Manager or its authorized representative. The ' . rties do not intend for Developer's compliance
with this Section 5 to be construed as a waiver Developer's ability to assert any valid exemptions
to Chapter 119, Florida Statutes, with respe' to the records inspected by the City Manager hereto.
Section 6. Release of O i ations. Upon satisfaction of any of Developer's
obligations under this Exhibit, Deve ser will have no further obligation to comply with, and will
be automatically released from, su' obligation and at the request of Developer, the City Manager
will execute and deliver to Deve per a recordable instrument reflecting that Developer is released
from such obligation in form . d substance reasonably acceptable to Developer.
Section 7. As nment. Developer shall not assign the obligation to provide the
Community Benefits o any portion thereof pursuant to this Exhibit, to any party that is not an
Affiliate without Ci anager's consent, which shall not be unreasonably withheld, conditioned
or delayed. Notw standing the foregoing, Developer may assign the obligation to provide the
Community Be its or any portion thereof pursuant to this Exhibit to an Affiliate of Developer
of greater or e. • al financial capability at any time without City's consent, but with advance notice
and eviden of compliance herewith. No transferee of Developer's obligation to provide the
Commun Benefits or any portion thereof pursuant to this Exhibit shall be a Prohibited Person.
Upon aassignment the assignor shall be released from any liability (except for such liability
incu d by Developer prior to such date unless such liabilities are expressly assigned to, and
acc • .ted by, the assignee), provided that, in the case of a transfer to an un-Affiliated party, City
nager 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
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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 suc
entity shall be limited partners or the equivalent thereof).
Section 8. Amendments. The City Manager, in his or her reasonable discreti
approve amendments to this Exhibit provided that any such amendment does not
decrease the total value of the Community Benefits to be provided to the City a
materially change, in any respect, the Community Benefits set forth in Section 3
all times in compliance with the Charter Amendment.
75
, may
aterially
does not
ove and is at
SUBSTITUTED
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, Township63 South,
Range 42 East, being more particularly described as follows:
Commence ate point known as RT. STATION 25450 of the official mop of location d
su rveyof a portion of Section 8706, designated es a part of State Rood A-1-Ain ' = de
County, Florida as recorded in Plat Eook 56 at Page 71 of the Pubic Records . • ado
County, Florida, said Point being the point of tangency of the centerline of e most
NortherLy curve of Gene rat Douglas Mace rthur Causeway, runningSoutr=stwardlyfrom
tho Northwesterly corner of Watson Island and having a radius of 143 . feet and a eentrat
angle of 62 degrees 00 minutes 00 seconds; thence run North [1 d ees 52 minutes 45
seconds East, atong the Northeasterly prolongation of the radix ne of the above
mentioned curve for a distance of 670.74 feet to the Point of ; ginning of the parcel to be
described. (Said point being aiso the Point of Beginning of ase area 1 Miami Yacht Club;
thence South 49 degrees 52 minutes 53 seconds East, a • ng the SouthwesterLy line of said
lease area 1 and its Southeasterly extension for857.3+ `-et; thence South 60 degrees 52
minutes 45 seconds West, for 223,24 feet to its intection with a tine parallel and 100 feet
Northeasterly of the mot Northerly righ I -of -way e of said Mace rthur Causeway; thence
North 29 degrees 07 minutes 15 seconds Wes
feat to a point of tangency; (A) thence aLon
having a radius of 800.00 feet, a central a
am distance of 362.85 feet, thence So
94,95 feet to its intersection with th
Causeway and a circular curve c
degrees 51 minutes 52 second
its elements a radius of 109
for an arc distance of 129
compound curve cone
feet, a central angle
feet; (D) thence N
South 55 degre
approximate
following e
thence
degre
paraLlel to said right-of-way for 1140_S7
tangential cu:rdo conceive to the Southwest
e of 25 degrees 16 minutes 16 seconds for an
90 degrees 00 minutes 00 seconds West for
ortherty right-of-way Line of said Mace rthur
cave to the Southwest, said point 'bears South 41
est from its center; (B) thence along said curve havingfar
feet, a central angle of 6 degrees 47 minutes 18 seconds
feet to a point of compound curvature; () Thence along a
e to the Southwest Having for its elements a radius of 1441.25
20 degrees 27'minutes 49 seconds for an arc distanceof 514,75
h 34 degrees 54 minutes 13 seconds East for 333.29 feet; thence
n5 minutes 44 seconds, East for 726.47 feet torts intersection with the
oreline of Biscayne Bay; thence continue along said shoreline for the
t courses (1) South 88 degrees 21 r rii ri utes 37 seconds. East for 63,38 feet: (2)
uth 85 degrees 09 minutes 34 seconds East for 60.47 feet; (3) thence South B2
33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
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minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (6} thence South 67 degrees 53 minutes 24 seconds East for
82.52 feet; (7) thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8)
thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with
the Southwesterly Line of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said line for 2t .12feet to the Point of Beginning and there terminate.
LESS AND EXCEPT:
That portion of WATSON ISLAND Lying and being in Sections 31 and 32,
Range 42 East described as follows:
:3 S.iutr.
Commence at a point known as P.T. STATION 25 } 50 of the offi • - l Map allocation and
survey of a portion of Section 6706 designated as a part of S to Read A-1-A in Miami -Dade
County, Florida as recorded in Plat Book 56 at Page 71 of , r Public Records of Dade
County, Florida, said point being the point of tangency
northerly curve of General D IugLas MacArthur aus
northwesterly corner of Watson island and having
angle of 62 degrees 4O minutes 00seconds; th
seconds East, along the northeasterly proton
mentioned curve fora distance of 130.00
said MacArthur Causeway as recorded i
Official Records Book 18699, at Page
thence North 29 degrees 07 rxrirrut
feet to a point of curvature of a
along the arc of said curve, h
46 minutes 26 seconds, a
seconds West, 3.51 feet
minutes 41 seconds
southwest; thence
feet and a centre ngle of 16 degrees 22 minutes 32 seconds, a distance of 415.64 feet;
thence North degrees 43 minutes 47 seconds East, radially to the last and next
described c :s, a distance of 4,77 feet to a point on a non -tangent curie, concave to the
southwe thence northwesterly along the arc of said curve, having a radius of 1458.02
feet an, a central angle of 03 degrees 50 minutes 38 geCOnds, a distance of 97.89 feet the
the centerline of the most
ey, running south aeterlyfrenrr the
radius of 1432.69 feat and a central
ce North 60 degrees 52 minutes 45
teen of the radial line of the above
t to a point on the easterly right-of-way line of
Official Records Book 18018, at Page 1171 and
36 of the public Records of Dade County, Florida;
15 seconds West, along said right-of=vway line, 256.28
concave to the southwest; thence northwesterly
nga radius of 926.00 feet and a central ankle of 25 degrees
tance of 416.55 feet; thence North 54 degrees 53 minutes 41
the Point of Beginning; thence continue North 54degrees53
st, 157.45 feet to a point at curvature of a curve concave to the
rthwestert r along the arc of said curve, having a radius of 1454.25
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SUBSTITUTED
preceding six ovursesand distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas 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 18 seconds West,18.80 feet to a point of
curvature of a non -tangent curve concave to the southwest (a radial line to said point b , rs
North 14 degrees 36 minutes 45 seconds East): thence southeasterly alongthe arc o 4aid
cure, having a radius of 1441.25 and a central angle of 20 degrees 27 minutes 49
conds,
a distance of 514.76 feet to a point of compound curvature of a curve concave t• e
southwest; thence southeasterly along the am of said curve, having a radius • 1004-64
feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance .' ' 29.22 feet;
thence North 90 degrees 00 minutes 00 seconds East, 35,33 feet to the int of Beginning_
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND lying and being in Sections 31 d 32, Township 53 South,
Range 42 East, described as follows:
Commence eta point known es RT. MATION 25+0 of e official map of location and
sunray of a portion of Section 8706, designated as t ,art of State Road A-1-A Dade County,
Florida as recorded In plat Book 56, Page 71 of t : ruOlio Records of Miaml-Dade County,
Florida, said point being the point of tangency the centerline of the most northerly curve
of General Douglas MacArthur Causeway, ning so utheasterly from the northwesterly
corner of +'atson Island and having a rad' s of 1432.69 feet and a central angle of 62
degrees 00 minutes 00 seconds; then , North 60 degrees 52 minutes 45 seconds East,
a tong the northeasterly prolongatio .fthe radial Eine of the above mentioned curve fora
distance of 670.74 feet; thence 5r th 09 degrees 52 minutes 53 seconds East, 387.30 feet
to the Point of Beginning; then ; . continue South 09 degrees 52 minutes 53 seconds Est,
470.00 feet: thence North 6i . agrees 52 minutes 45 seconds East, 30.75 feet; thence
North 08 degrees 45 rninu =s 06 seconds West, 49.29 beet: Thence North 09 degrees 52
minutes 53 seconds W. 9t,180.24feet; thence North 13 degrees 41 minlJteS 45S0n0nds
West, 134.32 feet; th - ce North 13 degrees 41 minutes 15 seconds West, 94.07 feet;
thence South 89 d : rees 32 minutes 37 seconds West,15.03 feet to the Point of Beginning,
FURTHER LES ND EXCEPT THE FOLLOWING:
LEGAL DE RIPTION:
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SUBSTITUTED
PARCEL II (Residential Property):
That portion of WATSCN ISLAND Lying and being in Sections31 and 32, Township. 53 Sout
Range 42 East, being more. particularly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location d
survey of s portion of Section 87106 designated as a part of tat. Road A-1-A in m w-Dade
County, Florida as recorded in Plot Rook 56 at Page 71 of lec: rds + • ade
County, Florida: thence N 601'52'45" Elot 165,00feel,thatwo (2) , curses Icing
along the Northeasterly right of ways line of General. Duugta i 1 acA rihur ':' d Sway;1)
L:�ra ice S 2200715m E for 152.11 feet to the Point of Beginning; 2) then r vontinue
7S°.D7'15" E for657.31 feet; thence N 60°52'45" E for 223.24 feet- r r. ,ric::: N 60°52' " E for
30.75 feet; thence N 08°45'0" W for 49.29 feet: thence N 09°52' `' W for 180.24feet;
thence N 13°41'45' W for 134.32 feet thence N 13°'41'15' W f• 94.07 feet; thence S
89°32`37" W for 15,03 feet: thence N OV52153" W for 226.2eet; thence 5 ' "Wftr
452.65 feet to the Point of Beginning.
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SUBSTITUTED
Exhibit 2 Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sections 31 and 32. Township 53
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 lac ion and
survey of a portion of Section 8706 designated as a part of State Road A-1— in
Miami —Dade County, Florida as recorded in Plat Book 56 at Page 71 of the P .lic Records of
Dade County, Florida: thence N 6 '52'45' E for 165.00 feet, the following tw (2) courses
being along the Northeasterly right of way line of Caner -el Douglas MacArth Causeway; 1)
thence S 29'D7'15" E for 152.11 feet to the Point of Beginning; 2) then- - continue S
29'07•' 5" E -:. r 657.31 feet; thence N 60-52'45" E for 223.24 feet; th ce N 60.52'45" E for
30.75 feet; thence N 08'45'06" W `or 4.9.29 feet; thence N 09152'53" for 180.24 feet;
thence N 13'41'45" W for 134.32 tees'; thence N 13'41'15" W for 9 ,07 feet, thence S
89'32`37" W for 15.03 feet; thence N 09'52'53" W for 225.20 fe thence 5 50'52'45" W for
452.65 feet to the Point of Beginning,
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SUBSTITUTED
Exhibit "G"
Ecoresiliency Concept Book
81
SUBSTITUTED
Exhibit "H"
Ecoresiliency Regulating Plan
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SUBSTITUTED
Exhibit "I"
Expedited Permitting & Approval Timelines
(A) The City agrees to designate any building permit, Special Area Plan, SAP Pe •' t,
or any other requested entitlement as a "High Priority Project", with City review subject . the
timelines' set forth below:
(i) Platting
• Notwithstanding the provision of City Code Section .-10(f), in the
event the City determines that replatting of the Re ential Property
is required, the replatting review shall be subj - to the following
timeline:
• City Staff shall schedule the tentative plat '•r review with the Plat
and Street Committee for the month fowing submittal of the
tentative plat;
• City Staff shall issue the Plat and S ' eet Committee letter with any
required platting conditions withi ' en (10) working days of the Plat
and Street Committee meeting-
• City Staff shall issue the s • division improvement requirements
letter within ten (10) wor ' g days of approval of the tentative plat
by the Plat and Street C mittee;
• City Staff shall sc i dule the final plat for City Commission
acceptance within arty (30) days of submittal of the final plat; and
• Each discipline quired to review the plat shall appoint a specified
reviewer ay.' .ble to meet with the Applicant and the City
Manager's fice on a twice a month basis to coordinate review and
feedbac .f any Plat review.
(ii) General Per its/Entitlements
• Dh olition Permits shall be reviewed within ten (10) working days
om 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.
he timelines contained herein do not include any time the application is with the applicant and not submitted to the
ity.
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SUBSTITUTED
• 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 e
Development of the Overall Property not specifically de 'bed
above shall be reviewed and approved within thirty (30) - orking
days of the submittal of a completed package.
(C) The City agrees to review building permits relating to Developmen
Property in accordance with the schedule set forth herein, but the package revie
commence until the City has received a completed application form for the rel
plans, reports, information, exhibits or other documents required to be
application. Within five (5) business days of receiving any such permit a
cause its building department to provide to Developer, or its designee,
any documents or other requirements that are missing or otherwi
application. The timelines indicated below do not include any
reviewed by any other jurisdiction (i.e. Miami -Dade County D
with the applicant.
f the Overall
times shall not
ant permit and all
bmitted with such
ication, the City shall
writing a specific list of
required to complete the
e that a building permit is
nor time the application is
• Each discipline required to review any submitted • 4 ilding permit shall appoint a specified
reviewer available to meet with the Applicant nd the City Manager's Office on a bi-
weekly basis to coordinate review and feedbaof any building permit review;
• Foundation Permit Package
o City Staff shall review and app e any Foundation permits within twenty (20)
working days of submittal of a ompleted application;
• All Other Building Permits
City Staff shall review and approve all
submittal of a completed application.
er buildings permits within thirty (30) working days of
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