HomeMy WebLinkAboutSubstitution Memo Planning DepartmentCITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Arthur Noriega V
City Manager
David Snow
Director, Planning Department
DATE: 11.19.2025
SUBJECT: Substitution of PZ. 7 — Special
Area Plans and Related
Public Benefits — File ID 17619
ENCLOSURES: Updated Development Agreement
The purpose of this Substitution Memorandum for Item 7 on the November 20, 2025, City
Commission Agenda is to provide updated legislation. The updates are necessary to the
Development Agreement as follows:
• Rescinds the previously approved Jungle Island Development Agreement and incorporates
a new rescission exhibit (Exhibit "J").
• Allows existing Jungle Island facilities and uses to remain as legal conforming uses until
SAP development commences.
• Clarifies Developer's obligation to construct the Residential Project (Exhibit D) and the
Public Park on the City Property (Exhibit E) and corresponding Community Benefits
payment and delivery process.
• Clarifies Park Impact Fees credit for the Residential Project as part of the Community
Benefits package.
Upon approval, the updated legislation for the above -referenced Miami 21 Text Amendment
will be provided to the City Clerk's Office for distribution to the Mayor and all Commissioners.
Approved:
DocuSigned by:
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Arthur Noriega V, City Manager
17619 Substitution Memo from Planning Department
City of Miami
Legislation
Ordinance
Enactment Number
City Hall
3500 Pan Ameican Drive
Miami, FL 33133
www.miamigov.com
File Number: 17619 Final Action Date:
AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH
ATTACHMENT(S), RESCINDING AND TERMINATING THE PREVIOUSLY
APPROVED DEVELOPMENT AGREEMENT, UNDER ORDINANCE NO.
13974, ASSOCIATED WITH JUNGLE ISLAND SPECIAL AREA PLAN
ADOPTED BY ORDINANCE NO. 13973; AND FURTHER APPROVING A
NEW DEVELOPMENT AGREEMENT, ASSOCIATED WITH AN
AMENDMENT TO THE EXISTING JUNGLE ISLAND SPECIAL AREA
PLAN, INCLUSIVE OF THE REGULATING PLAN AND CONCEPT BOOK,
AS PART OF THE AMENDMENT WITH A NAME CHANGE TO THE
"ECORESILIENCY SPECIAL AREA PLAN ("SAP"), PURSUANT TO
CHAPTER 163, FLORIDA STATUTES, AND AUTHORIZING THE CITY
MANAGER TO NEGOTIATE AND EXECUTE SAID DEVELOPMENT
AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, A
DRAFT OF WHICH IS ATTACHED AND INCORPORATED AS EXHIBIT
"B," BETWEEN ECORESILIENCY MIAMI LLC, A DELAWARE LIMITED
LIABILITY COMPANY AND OR ASSIGNS, ("APPLICANT") AND THE CITY
OF MIAMI, FLORIDA ("CITY"), GOVERNING THE PROPERTIES
GENERALLY LOCATED AT 1111 MAC ARTHUR CAUSEWAY, MIAMI,
FLORIDA, AS MORE PARTICULARLY DESCRIBED IN THE ATTACHED
AND INCORPORATED EXHIBIT "A"; THE SAP CONSISTS OF A PHASED
PROJECT WHICH INCLUDES TWO RESIDENTIAL TOWERS WITH A
MAXIMUM HEIGHT OF 48 STORIES, 600 RESIDENTIAL DWELLING
UNITS AND ASSOCIATED AMENITIES, AND UP TO 25,000 SQUARE
FEET OF RETAIL COMMERCIAL SPACE EXCLUDING BACK -OF -HOUSE
AREA AND OTHER CUSTOMARY NON -HABITABLE AREAS, FOR A
COMBINED CAPACITY OF APPROXIMATELY 2,812,000 SQUARE FEET ;
THE SAP SHALL CONTAIN A 13.235 ACRE PUBLIC WATERFRONT
PARK; THE SAP WILL MODIFY THE TRANSECT ZONE REGULATIONS
THAT ARE APPLICABLE TO THE SUBJECT PARCEL AND WHERE A
REGULATION IS NOT SPECIFICALLY MODIFIED BY THE SAP, THE
REGULATIONS AND RESTRICTIONS OF THE MIAMI 21 CODE WILL
APPLY; MAKING FINDINGS; CONTAINING A SEVERABILITY CLAUSE;
AND PROVIDING FOR AN EFFECTIVE DATE. THE PROPOSED
AGREEMENT MAY BE OBTAINED AT THE CITY OF MIAMI PLANNING
DEPARTMENT AT 444 SW 2ND AVENUE, MIAMI, FLORIDA 33130.
WHEREAS, Ecoresiliency Miami LLC, a Delaware limited liability company (the
"Applicant") holds a Purchase and Sale Agreement ("PSA") with the City of Miami, Florida
("City") to purchase an approximate 5.4 acre site of property on Watson Island, and seeks to
redevelop approximately 13.235 acres of public land into a public park, at the property located
City of Miami File ID: 17619 (Revision:) Printed On: 11/19/2025
at 1111 MacArthur Causeway, Miami, Florida, as more particularly described in the attached
and incorporated Exhibit "A" (the "Property'); and
WHEREAS, the Applicant filed for an amendment to the Jungle Island Special Area Plan
("Jungle Island SAP"), related to the Property pursuant to Article 7, Section 7.1.2.8(a)(2) and
Article 3, Section 3.9 of the Miami 21 Code; and
WHEREAS, the Property is currently subject to the Jungle Island SAP, which includes
the Jungle Island SAP Regulating Plan and Concept Book, adopted by Ordinance No. 13973,
and the original Development Agreement adopted by Ordinance No. 13974 (the "Original
Development Agreement"); and
WHEREAS, the Applicant seeks to: i) terminate the Original Development Agreement
adopted by Ordinance No. 13974, ii) amend the Jungle Island SAP, inclusive of the Jungle
Island Regulating Plan and Concept Book, as part of the amendment, iii) effectuate a name
change to Ecoresiliency SAP, and iv) approve a new Development Agreement; and
WHEREAS, Section 3.9 of Ordinance No. 13114, the Zoning Code of the City of Miami,
Florida, as amended, ("Miami 21") authorizes the assembly and master planning of parcels
greater than nine (9) abutting acres in size; and
WHEREAS, this process is referred to as a Special Area Plan; and
WHEREAS, pursuant to Section 3.9.1.f. of Miami 21, development within a Special Area
Plan shall be pursuant to a recorded development agreement; and
WHEREAS, the Applicant has applied for a Special Area Plan to the City of Miami to
amend the existing Jungle Island SAP inclusive of the Regulating Plan and Concept Book, and
to allow the rezoning of T6-12 to T6-36 for approximately 5.4 acres of a portion of the
development total of approximately 18.61 acres (810,795 square feet); and
WHEREAS, as part of the amendment, the Applicant seeks a name change from the
Jungle Island Special Area Plan to the "Ecoresiliency Special Area Plan" (the "Project"); and
WHEREAS, the Applicant, as part of the Development Agreement as further outlined in
thePSA, seeks to redevelop approximately 13.235 acres of public land of the Project for a Public
Park at no cost to the City, with an allowance of Thirty -Seven Million and 00/100 Dollars
($37,000,000.00); and
WHEREAS, the Applicant as part of the Proposed Development as outlined in Section
1(c) of the PSA seeks to develop a mixed -use residential project consisting of two (2) residential
towers, with a minimum of 1,200,000 sellable square feet with a maximum of 600 units and
related amenities, and up to 25,000 square feet of retail commercial space, excluding back -of -
house and other customary, non -habitable areas for a combined development capacity of
2,812,000 square feet; and
WHEREAS, in exchange, the Applicant has proffered a series of Community Benefits as
further outlined in Section 14 of the PSA; and
WHEREAS, in association with said SAP amendment application, the Applicant seeks
termination of the previous Development Agreement associated with the Jungle Island SAP and
approval of a Development Agreement pursuant to Chapter 163 of the Florida Statutes; and
City of Miami File ID: 17619 (Revision:) Printed On: 11/19/2025
WHEREAS, the City and the Applicant wish for the development of the Project to
proceed substantially in accordance with the Regulating Plan and Design Guidelines, attached
as an exhibit to the Development Agreement and approved under separate City ordinance; and
WHEREAS, the City and the Applicant wish for the development of the Project to
conform with the requirements of the Comprehensive Plan; and
WHEREAS, assurance to the Applicant that it may proceed in accordance with existing
laws and policies, subject to the conditions of a development agreement, strengthens the public
planning process;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Ordinance are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. The previously approved Development Agreement under Ordinance No.
13974 associated with the Jungle Island Special Area Plan is rescinded and terminated.
Section 2. The new Development Agreement associated with the amendment to the
existing Jungle Island Special Area Plan, including amendment of the Regulating Plan and
Concept Book and a name change to the "Ecoresiliency Special Area Plan pursuant to Chapter
163 of the Florida Statutes, between Ecoresiliency Miami, LLC and the City, relating to
development of the approximately 18.61 acre site, is hereby approved.
Section 3. The City Manager is authorized' to negotiate and execute the new
Development Agreement, in a form acceptable to the City Attorney, a draft of which is attached
and incorporated as Exhibit "B," between Ecoresiliency Miami, LLC, a Delaware Limited Liability
Company and or assigns and the City of Miami, Florida, governing the properties generally
located at 111 Mac Arthur Causeway, Miami, Florida, as more particularly described in the
attached and incorporated Exhibit "A", with such SAP consisting of a phased project that
includes two (2) residential towers with a maximum height of 48 stories, 600 residential dwelling
units and associated amendities, and up to 25,000 square feet of retail commercial space
excluding back -of -house area and other customary non -habitable areas, for a combined
capacity of approximately 2,812,000 square feet in addition to a 13.235 acre public waterfront
parin substantially the attached form, for said purpose.
Section 4. If any section, part of a section, paragraph, clause, phrase or word of this
Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected.
Section 5. This Ordinance shall become effective ten (10) days upon its adoption.2
APPROVED AS TO FORM AND CORRECTNESS:
1 The herein authorization is further subject to compliance with all requirements that may be imposed by
the City Attorney, including but not limited to those prescribed by applicable City Charter and Code
provisions.
2 This Ordinance shall become effective as specified herein unless vetoes by the Mayor within ten days of
the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective
immediately upon override of the veto by the City Commission or upon the effective date stated herein,
whichever is later.
City of Miami File ID: 17619 (Revision:) Printed On: 11/19/2025
City of Miami
Legislation
Ordinance
Enactment Number
City Hall
3500 Pan Ameican Drive
Miami, FL 33133
www.miamigov.com
File Number: 17619 Final Action Date:
AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH
ATTACHMENT(S), RESCINDING AND TERMINATING THE PREVIOUSLY
APPROVED DEVELOPMENT AGREEMENT, UNDER ORDINANCE NO.
13974, ASSOCIATED WITH JUNGLE ISLAND SPECIAL AREA PLAN
ADOPTED BY ORDINANCE NO. 13973; AND FURTHER APPROVING A
NEW DEVELOPMENT AGREEMENT, ASSOCIATED WITH AN
AMENDMENT TO THE EXISTING JUNGLE ISLAND SPECIAL AREA
PLAN, INCLUSIVE OF THE REGULATING PLAN AND CONCEPT BOOK,
AS PART OF THE AMENDMENT WITH A NAME CHANGE TO THE
"ECORESILIENCY SPECIAL AREA PLAN ("SAP"), PURSUANT TO
CHAPTER 163, FLORIDA STATUTES, AND AUTHORIZING THE CITY
MANAGER TO NEGOTIATE AND EXECUTE SAID DEVELOPMENT
AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, A
DRAFT OF WHICH IS ATTACHED AND INCORPORATED AS EXHIBIT
"B," BETWEEN ECORESILIENCY MIAMI LLC, A DELAWARE LIMITED
LIABILITY COMPANY AND OR ASSIGNS, ("APPLICANT") AND THE CITY
OF MIAMI, FLORIDA ("CITY"), GOVERNING THE PROPERTIES
GENERALLY LOCATED AT 1111 MAC ARTHUR CAUSEWAY, MIAMI,
FLORIDA, AS MORE PARTICULARLY DESCRIBED IN THE ATTACHED
AND INCORPORATED EXHIBIT "A"; THE SAP CONSISTS OF A PHASED
PROJECT WHICH INCLUDES TWO RESIDENTIAL TOWERS WITH A
MAXIMUM HEIGHT OF 48 STORIES, 600 RESIDENTIAL DWELLING
UNITS AND ASSOCIATED AMENITIES, AND UP TO 25,000 SQUARE
FEET OF RETAIL COMMERCIAL SPACE EXCLUDING BACK -OF -HOUSE
AREA AND OTHER CUSTOMARY NON -HABITABLE AREAS, FOR A
COMBINED CAPACITY OF APPROXIMATELY 2,812,000 SQUARE FEET ;
THE SAP SHALL CONTAIN A 13.235 ACRE PUBLIC WATERFRONT
PARK; THE SAP WILL MODIFY THE TRANSECT ZONE REGULATIONS
THAT ARE APPLICABLE TO THE SUBJECT PARCEL AND WHERE A
REGULATION IS NOT SPECIFICALLY MODIFIED BY THE SAP, THE
REGULATIONS AND RESTRICTIONS OF THE MIAMI 21 CODE WILL
APPLY; MAKING FINDINGS; CONTAINING A SEVERABILITY CLAUSE;
AND PROVIDING FOR AN EFFECTIVE DATE. THE PROPOSED
AGREEMENT MAY BE OBTAINED AT THE CITY OF MIAMI PLANNING
DEPARTMENT AT 444 SW 2ND AVENUE, MIAMI, FLORIDA 33130.
WHEREAS, Ecoresiliency Miami LLC. A Delaware limited liability company (the
"Applicant") holds a purchase and sale agreement for an approximate 5.4 acre site of property
on Watson Island, and seeks to redevelop approximately 13.235 acres of public land into a
public park, located at 1111 MacArthur Causeway, Miami, Florida (the "Property'); and
City of Miami File ID: 17619 (Revision:) Printed On: 11/11/2025
WHEREAS, the Applicant filed for an amendment to the Jungle Island Special Area
Plan, related to the Property pursuant to Article 7, Section 7.1.2.8(a)(2) and Article 3, Section
3.9 of the Miami 21 Code; and
WHEREAS, the Property is currently subject to the Jungle Island Special Area Plan
("Jungle Island SAP"), which include the Jungle Island SAP Regulating Plan and Concept Book,
adopted by Ordinance No. 13973, and the original Development Agreement adopted by
Ordinance No. 13974 (the "Original Development Agreement"); and
WHEREAS, the Applicant seeks to: i) terminate the Original Development Agreement
adopted by Ordinance No. 13974, ii) amend the Jungle Island SAP, inclusive of the Jungle
Island Regulating Plan and Concept Book, as part of the amendment, iii) effectuate a name
change to Ecoresiliency SAP, and iv) approve a new Development Agreement; and
WHEREAS, Section 3.9 of the Zoning Code of the City of Miami ("Miami 21") authorizes
the assembly and master planning of parcels greater than nine (9) abutting acres in size; and
WHEREAS, this process is referred to as a Special Area Plan; and
WHEREAS, pursuant to Section 3.9.1.f. of Miami 21, development within a Special Area
Plan shall be pursuant to a recorded development agreement; and
WHEREAS, the Applicant has applied for a Special Area Plan to the City of Miami
("City") to amend the existing Jungle Island SAP inclusive of the regulating plan and concept
book, and to allow the rezoning of T6-12 to T6-36 for approximately 5.4 acres of a portion of the
development total of approximately 18.61 acres (810,795 square feet); and
WHEREAS, as part of the amendment, the Applicant seeks a name change to the
"Ecoresiliency Special Area Plan, (the "Project"); and
WHEREAS, the Applicant, as part of the Development Agreement as further outlined in
the Purchase and Sale Agreement (the "Sales Agreement'), seeks to redevelop approximately
13.235 acres of the Project of public land for a Public Park at no cost to the City, with an
allowance of Thirty -Seven Million and 00/100 Dollars ($37,000,000.00); and
WHEREAS, the Applicant as part of the Proposed Development as outlined in 1(c) of the
Purchase and Sale Agreement seeks to develop a mixed -use residential project consisting of
two (2) residential towers, with a minimum of 1,200,000 sellable square feet with a maximum of
600 units and related amenities, and up to 25,000 square feet of retail commercial space,
excluding back -of -house and other customary, non -habitable areas for a combined development
capacity of 2,812,000 square feet; and
WHEREAS, in exchange, the Applicant has proffered a series of Community Benefits as
further outlined in Section 14 of the Sales Agreement; and
WHEREAS, in association with said application, the Applicant seeks approval of the
Development Agreement pursuant to Chapter 163 of the Florida Statutes; and
WHEREAS, the City and the Applicant wish for the development of the Project to
proceed substantially in accordance with the Regulating Plan and Design Guidelines, attached
as Exhibit "A" (Regulating Plan and Design Guidelines); and
WHEREAS, the City and the Applicant wish for the development of the Project to
conform with the requirements of the Comprehensive Plan; and
City of Miami File ID: 17619 (Revision:) Printed On: 11/11/2025
WHEREAS, assurance to the Applicant that it may proceed in accordance with existing
laws and policies, subject to the conditions of a development agreement, strengthens the public
planning process;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. The Development Agreement, pursuant to Chapter 163 of the Florida
Statutes, between Ecoresiliency Miami, LLC and the City, relating to development of the
approximately 18.61 acre site, is hereby approved.
Section 3. The City Manager is authorized' to execute the Development Agreement, in
substantially the attached form, for said purpose.
Section 4. If any section, part of a section, paragraph, clause, phrase or word of this
Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected.
Section 5. This Ordinance shall become effective immediately upon its adoption and
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
1 The herein authorization is further subject to compliance with all requirements that may be imposed by
the City Attorney, including but not limited to those prescribed by applicable City Charter and Code
provisions.
2 This Ordinance shall become effective as specified herein unless vetoes by the Mayor within ten days of
the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective
immediately upon override of the veto by the City Commission or upon the effective date stated herein,
whichever is later.
City of Miami File ID: 17619 (Revision:) Printed On: 11/11/2025
DRAFT DATED 11-19-2025
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
1
DRAFT DATED 11-19-2025
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
2
DRAFT DATED 11-19-2025
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
3
DRAFT DATED 11-19-2025
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.
4
DRAFT DATED 11-19-2025
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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DRAFT DATED 11-19-2025
"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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DRAFT DATED 11-19-2025
"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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DRAFT DATED 11-19-2025
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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DRAFT DATED 11-19-2025
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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DRAFT DATED 11-19-2025
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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DRAFT DATED 11-19-2025
(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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DRAFT DATED 11-19-2025
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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DRAFT DATED 11-19-2025
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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DRAFT DATED 11-19-2025
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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DRAFT DATED 11-19-2025
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
Depail,uient 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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DRAFT DATED 11-19-2025
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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DRAFT DATED 11-19-2025
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.
17
DRAFT DATED 11-19-2025
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.
18
DRAFT DATED 11-19-2025
(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
19
DRAFT DATED 11-19-2025
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]
20
DRAFT DATED 11-19-2025
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
21
DRAFT DATED 11-19-2025
Signed, witnessed, executed and acknowledged this day of , 20.
Witnessed by: ECORESILIENCY MIAMI LLC
a Delaware 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
ECORESILIENCY MIAMI LLC, a Delaware limited liability company. He/She is personally
known to me or presented as identification and who did not take an oath.
Notary Public, State of
NOTARY SEAL/ STAMP Print Name
22
DRAFT DATED 11-19-2025
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 Southeastwardly 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 352.55 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- frarr 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 compo.and
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 records 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
far 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
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:
23
DRAFT DATED 11-19-2025
That portion of WATSON'ISLAND lying nr d being Fr SeCrinng 31 and 32, Township 53 Sr:'-h.
Ricnge 42 East described as=:IIIcws:
ornrnancr at point known as P.T. STATION 25 + 5C of the ufficiuI riup o= loclatibn and
survey o= por:ion of 5ectinr_ n 87U6 designated as a paof Sate Road A-1—A irk
Midrni—Code Ccaar'ty, Florida d . retarded in Pia Dook 55 r.1, Page 71 wf the Public Reecrds cf
Dade Caunty. Florida, said point being the point o= tangerc' o= the centerline of the most
northerly curve of General Douglas MacArthur Causeway, r•u n r ing southeasterly from the
northwesterly Corr er ot'Watson Island and having a radius of 14; 2_69 feet and a central ar gle
of 6 [1 eclree 00 rn it ire: 00 s e =ends: thence N,irth EO d e:a rep F; 52 rn ini i-es d 5 seconds East,
along the northea s-c rIy prolongation o= the radial line ot t h v a b•:ve r icr-ioned curve for o
distance cf :. t7 feet tc to p•n irr n -h a en a-e rIy rIght—c'—way line of s,] id Mgr -Art h ar
Causeway as recorded in G risiral ca-carcis .Boc.k 18018, at ='°age 117T and Of-ieifl1 Records Cook
1,6699, at Page 1236 of the P.i hl i•n Records • f [:ode County., Florida; thence North 29 degrees
07 rrkiriutes 15 uea o rids :a Ior• r7 said rig ht—of—wdy lire, 256 28 feet :v d point of
cu rvaku re of a curve concave to the southwe s-; thence northwesterly along the arc of said
curve, haviri .a radius of 926.00 feet and a ,vertral argle of 25 degrees 46 minutes 26
sec car ds, a distance o= 416_55 feet; thence North 54 degrees b . rn inure s 41 seconds West,
7.51 feet to the Poi rt c' Beginning; thence continue North 5,1 degrees 53 rri n ates 4" seconds
West, 157.45 `eat to o poirt o= curvature of a curve concave to :he so:.ithwes7,; therce
northwesterly along the pare: nf said c:Linwe, having 43 radi u R cf ' 454.2 5 feet rind n central angle
of 16 degrees 22 riiru-os 32 seconds, a distance of 415.C4 feet; thence North 16 degrees
43 rr in.ites 47 seconds Eost, radially to the lost and next described curve$, q distance of
4.77 foe: to a point or a non —tangent curve, conclave to :he southwest; thence northwesterly
along the arc of said curve, having a radius of 1459_02 feet and a central angle of G3
degrees 50 minutes 66 second_, a diseonce a f 97.8g feet ,the preceding six courses and
distance beirg coincident with the easterly and ncrtheasterly right—of—way line of said
MacArthur Causeway as recorded in O'ficia1 'accords 3ook 18016, at Pog€ 1171 and CWicisI
Fses;crds E;aca4. 16699,, at (~age 1236 of the Public Record$ of Dade Cc,anty); thence South 34
degrees 54 minutes 16 seconds 'Ne s- 16_80 feet to a point of curvature of a r crn —to ng cnt
curve cor e ova s,c the southwest (a radial line to said paint boars North 14 degirea'.s 36.
not r utes 5 ;ecor d: East); thence southeasterly along the arc of said curve, havi r a radius
of 1441.25 ard o central angle o= 2D degrees 27 minutes 49 secor ds, a distance o= 514.15
feet to a point of compound cdrvatdre of a curve 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 argIe
of .;.7.6 degra'-es 47 mirii-: s '. se -ones, g distance o' 129.22 feet; thence North 90 degrees
CD rrin.itcs 00 seconds East, ,:' oi'v tam. to .ho Pcin ot UvDinniry.
TOGETHER WITH THE FOLLOWING LANCS.
That portion of 'WATSON ISLAND lying and being irk Sea.ions 31 and 32, Towr s l i ip 53 South,
Range 42 Eoek, described as 'ol Iows:
Commence at a point known as P.T. STATION 25+50 o' the official reap of location and survey
of a portion ec -ion 6706. d e igngte d gs g p 1 rt of State Road A-1—A Dade County. Florida
as recorded in P Icr. Jook 56, -'a oc , ' ot the I-' jbl ic. ' ceord s at Mi a rni —Ca do County. Fl aridc,
said print being :he point or tannercy cs the centerline of -he r7: t r r-I' arly c.irve of General
Ccuglos MacArthur Causeway, runninc' suutha.asterly from t: r corner of Watson
Island o r d having a radius of 14.3?_69 feet or d =n c en-ral ar I _ .degrees ❑O mi n,ites DC
ecord:i .hence North 60 degiemi52 rnir.uteu 45 uecurd:.; Ecaut_ uIsar -lie r crthtasterly-
prolangatian o` the radial Iine of -he bova rnen:ianed curse for a •1i=.-.ince of 570.74 feet;
thence 5o.ath D9 degrees 52 minutes 53 seconds East, .387..30 -:. - -, -he Point of Sea inni ng;
thence Go nti r u e `youth Up degrees 52 rni r ukes .5.3 seconds East,. 4 . feet; therce North 5O
degrees 52 minutes "15 seconds East, 3 D.7 =e et. thence N crh C 5 :l::t:r ees *15 minutes 06
sccords West. 49.29 feet; therce North 09 dacrc•ae 52 minutes 5,5 seconds West, 160.24 feast;
thence North ' 3 degrees 41 minutes 45 seconds West, 134,32 feet; thence N.o rth ' 3 degrees
41 minutes 1 `a seconds Wes-, g4.C.r teat; zhanc.c South 89 degrees .52 minutes 31 seconds
West, 15 .C" 3 feet -o the 'oi nt of Beginning.
24
DRAFT DATED 11-19-2025
PARCEL II (AppurIenent Ea se rnert)_
Non -Exclusive Easement= t farth in that certain Lease and Development Agreement dated
September 2, 1997, by .sir J 1.. -°,a a ^r CITY OF I'M I, a rnu r ici p al corporation pi ihe State of
Flcridq, as kincllard. and PAR.:..-T r.I aLE A.1 GARDENS OF WATSCN I L h�a, I ., Floriai
cc rpr ruticn, as tencr'-. Qs :: i.i: s .. 1 1.: -I :: '41crrivrundum of Lccas filed January U, 2C1C 1 at
0"i�.ial Record QOr. ''J- 1 , is r 1i.1ified Syr -he Madi=icakion of Lease end
C,vYeloprnent reerrv-I- r- 11- 111' i kil 'rt rds Book 20602, Page 34&7; (1s Barth r
modified by _h a se c e rt i it J r r n•- r.rdc d Third V od ifi catia n to Lease and Development Agreement
dated October 29, 2: '.- . u I F it -f h iadif is :at icr to Lease <Jrid C eyelo p rr• ent . cir eer- ier t der.e J
June 24, 2GJ9; as 7.00 E.:. JI Leasehold, LLC, a Florida Iir ii-cd Iiability company
(Assignee Lessee) pursuant to r.i . ° A,ss igr rnent and um pt ior. Agree rr° ent and Termination of
Sublease recorded in &ficial Records €3aok 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 CtticioI Records Rack 3O4 6, Page 2I 5 ; and as further amendment by
the Aryiendrhent to Mnrn,^:rendurn of Lease recorded it Of'ki:il Rer:.ard$ haoi :DE36 r, 'age 4617,
oaf the Public Records of Miami -Dude County,. Florida, being rno r e particularly described a s
follows:
(i) for she 7errporary 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 perati'r, rr°rainterance, repair. repIacerrent, rel ti .ati ar. and removal of
rili- -o ilit ies such as water lines, fire lards, gas mairs, electrical power fires, telephone Tines,
:ewers and other utility lines ies and facilities, it c ludi n j recasor able rights of
ir-,ress far the non-exclusive right and eo5emer7 for un.r: s-ruoted vehicular
Ord -I-c Subject. Property to Macr'rthur Causeway; (iv) 'or the non-exclusive
Li- -:: a ,v I:':rtiors c W'a:sor Island, which 'W'atsor Islard is depicted by sketch in
the Lease 5"°�'r]# �n Island"), in ccmrncn with the public, sut::e_: to -he Lessor's right to
res:ric7. portions of Ve:it • ::I7 Island "or reison°able periods durrir1 special everts, for the
urrobs:ructed p cdestri a r° :]c cesS to a r d from the 'Subject Property by Lessee, subtenants a rd
their ernpl c'vs, aucr7s, .aust'murs and inwi7ecs 7.0 aII Pi the public areas of Watson Island; ( )
for the rocscarable right in,d easernert to enter 'onto those portions of Watson Island for the
purpose of performing ing Maintenance ard repairs to tFhe Lessee's Leasehold Irnprawarionts; lard
(vi) for the I,or'-ex vl a live rights and easements nts. for installation, latic n, m ai r-te n ar ce, repair acid
replacement of utility =a ilikies and for pedeatricn and vehicular access to and °rom -.he
adjacent pot -ions o' kva7sor Island to ;he Subject Property as wash Iaacticr:s as rr'ay b=e
approved by the Lis scr tram time to time_
25
DRAFT DATED 11-19-2025
Exhibit `B"
Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying and being Sections 31 and 32, Township53 South,
Lange 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 Book 56 at Page 71 of the Public Records of Dada
County, Florida, said Point being the point of tangency of the centerline of the most
iortherlycurve of General Douglas Mace rthur Causeway, running Southeastwardlyfrom
the Northwesterly corner of Watson Island and having a radius of 1432.69 feet and a central
angle of 62 degrees 00 minutes 00 seconds; thence run North 60 degree 52 minutes 45
seconds East, &zing the Narthee;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 Paint of Beg 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 extensionfor 857.30feet; thence South 60 degrees 52
minutes 45 seconds West, for 223,24 feet to its intersection with a tine parallel and 100 feet
NortheasterLyof the most Northerly right-of-way line of said Mace rthurCauseway; 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 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 tor
4,95 feet to its intersection with the North -arty right-of-way line of said Mace rthur
Causeway and a circular curve concave to the Southwest, said point bears South 41
degrees 51 minutes 52 seconds West from its center; (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
followingeight courses (1) South BS degrees 21 rnnutes 37 seconds East for 63.33 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
26
DRAFT DATED 11-19-2025
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 lima of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said Line for 2.12feet to the Dint of Beginning 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 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 Recorris 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 143.69 feat and a central
angle of 62 cfegrees 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 curve for a distance of 130.00 feet to a point on the easterly right-of-way line of
said MacArthur Causeway as recorded in Official Records Book 18018, et Page 1171 and
Official Records Book 18699, at Page 1236 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 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 dis#arice 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. cerstra1 angle of 03 degrees 50 minutes 33 seconds, a distance of 97.89 feet (the
27
DRAFT DATED 11-19-2025
preceding six courses and distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas recorded in Official Records Bonok18018,
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 the 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 too point of corxrpound curvature of a curve concave to the
southwest; :rIence southeasterly along the are 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 4O 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 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 so utheasterlyfrorn 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 Elne of the above mentioned curve fora
distance of 670.74 feet: thence South 09 degrees 52 minutes 53 seCOnCI5 East, 387.30 feet
to the Point of Beginning; thence continue South 09 degrees 52 minutes 53 seconds East,
470,00 feet; thence North 60 degrees 52 minutes 45 seconds East, 30.75 feet; thence
North 08 degrees 45 minutes 06 serrunds West, 49.29 feet, Thence North 09 degrees 52
rn[nutes 53 seconds West, 180.24 feet; thence North 13 degrees 41 mFrorites 45 seconds
West, 134.32 feet; ti7errce 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.
FuRT} ER LESS AND EXCEPT THE FOLLOWING:
LEGAL DESCRIPTION:
28
DRAFT DATED 11-19-2025
PARCEL II (Residential Property):
That portion of WATSON N ISLAND Lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more particularly described as follows:
Commence at a point known as P.T, STATION 25 + 50 of the official map of location and
survey of a portion of Section 3.705 designated as a part of State Road A -]-A in Miami -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 for 16,5.00feet, the fdllowln twc (2) courses being,
along the Northeasterly right of way Line of General. Dcughs Mac.ArthurCauseway; 1)
thence S 9°'07" 15"E for 152.11 feet to the Point of Beginning; 2) thence continue S
29°07'15" E for 657. 1 feel; thence N 60°52'45'' E for 223.24 feet; thence N 0°52' " 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 32'37" W for 15,03 feet; thence N 09°52'53" W for226.20 feet; thence 60°52'45" Wfor
452.55 feet to the Point of Beginning.
29
DRAFT DATED 11-19-2025
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 map 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 tollowirg 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 Pain. 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 49.29 feet; thence N GY'52'bi" 'N for 1 B0.24 feet;
therce N 13'41'45' W for 13,1.32 feet, thence N 13` 11'° 5" '!v 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.
30
Exhibit "D"
Residential Project Development Exhibit
Section 1. Purpose; Conflicts. This Exhibit is intended to govern the development of the
Residential Project (as defined below). In the event of a conflict between terms or conditions set
forth in this Exhibit and the terms or conditions in another portion of the Development Agreement
(the "Development Agreement") between Ecoresiliency Miami LLC, a Delaware limited liability
company ("Developer") and the City of Miami, a municipal corporation and a political subdivision
of the State of Florida ("City"), the provisions of this Exhibit will govern and control.
Section 2. Definitions. Capitalized terms not otherwise defined by this Exhibit shall have the
meaning set forth in the Development Agreement. The following terms shall apply to this Exhibit:
"Affiliate" means an entity that is controlled by, or under common control with, Developer,
and that is at least ten percent (10%) owned, directly or indirectly, by Developer or
Developer's principals (for the avoidance of doubt, if Developer or Developer's principals
own, directly or indirectly, less than 50% of the equity interests in such entity, then the
majority owner(s) of such entity shall be limited partners or the equivalent thereof).
"Applicable Law(s)" shall mean all Federal, Florida, City of Miami and Miami -Dade
County laws, ordinances, regulations, orders, judgments, decrees and injunctions that are
applicable to the Residential Property or the Parties from courts having jurisdiction over
the Residential Property and the Parties, rules, and requirements of Federal, State of Florida
and local boards and agencies with jurisdiction over the Residential Property and Parties,
now existing or hereafter enacted, amended, adopted, foreseen and unforeseen, ordinary
and extraordinary, which are applicable to the Parties or the Residential Property or any
part of it, but only to the extent so applicable.
"Business Days" shall mean Monday through Friday, excluding legal holidays in the City
of Miami, Florida. Unless otherwise identified as Business Days, any reference to days
shall refer to calendar days.
"Certificate of Occupancy" shall mean a certificate of occupancy, temporary certificate
of occupancy, or similar approval authorizing the use and occupancy of all or a portion of
the Residential Project.
"City Manager" shall mean the Chief Administrative Officer of the City.
"City Property" shall mean the approximately 13.3 acres of upland waterfront property in
and around Watson Island, which includes approximately 2.4 acres of submerged lands in
Biscayne Bay, shown and legally described in Exhibit "1" attached hereto.
"Code" shall mean the Code of Ordinances of the City of Miami, Florida, as amended
from time to time.
31
"Construction Work" shall mean any and all construction work performed by Residential
Developer, its contractors, subcontractors, agents or employees relating to or in connection
with this Exhibit.
"Force Majeure" shall mean actual delays beyond the reasonable control of a Party
required to perform, which shall include delays due to acts of God; floods; fires; unusually
inclement weather conditions, tropical storms, tornados, hurricanes; sinkholes; casualty;
any act, neglect or failure to timely perform of or by one Party that causes the other Party
to be delayed in the performance of any of its obligations hereunder; war; enemy action;
civil disturbance; acts of terrorism; sabotage; restraint by court or public authority;
governmental moratorium; governmentally mandated shutdowns or work limitations
(including shutdowns or limitations relating to actual or potential archaeological
resources); the declaration of a state of emergency by governmental authority having
jurisdiction; injunctions resulting from litigation or administrative challenges by third
parties to the approval of the Development Agreement by the City of Miami or the
execution or performance of Developer or Residential Developer or the procedures leading
to its execution by Developer and City; extraordinary and widespread shortages of material
or labor without reasonable substitutions available, moratoriums or other delays relating to
Applicable Laws; extraordinary delays in obtaining governmental approvals or permits or
inspections beyond the reasonable control of Residential Developer (for the avoidance of
doubt, timeframes reasonably anticipated for governmental approvals consistent with such
government entity's past practice shall not be considered an extraordinary delay);
governmentally -declared epidemics, pandemics, quarantines; any occurrence which makes
it illegal or impossible for Residential Developer to perform its applicable obligations
under this Exhibit (provided Residential Developer takes immediate steps to perform in a
legal manner that accomplishes the purposes of this Exhibit); and/or delays due to site
conditions discovered during construction; and/or extraordinary delays due to unknown
site conditions discovered after the Effective Date of the Development Agreement (e.g.,
indigenous peoples burial grounds or other protected archeological conditions,
environmental contamination, geothermal systems); relocation of utilities,
communications lines or cabling not subject to a recorded easement which requires
extraordinary efforts which could not otherwise be accommodated in the existing
construction timeframes; the requirement by governmental authority of off -site
improvements which requires extraordinary efforts which could not otherwise be
accommodated in the existing construction timeframes; or other similar extraordinary
events or conditions beyond the reasonable control of a Party despite the use of best efforts
and substitutions as may reasonably be available. Neither Party shall be entitled to claim
Force Majeure for events caused, directly or indirectly, by the claiming Party or by
individuals or entities under its control. Force Majeure is not intended to include any
contract dispute between Residential Developer and its contractors, employees, or agents.
A Force Majeure event shall serve to extend any applicable deadline under this Exhibit
only to the extent written notice thereof is provided to the other Party within ten (10)
Business Days after the party claiming delay has reasonably concluded that such event
constitutes an event of Force Majeure. For the avoidance of doubt, the mere occurrence of
the one of the foregoing events (such as a statewide declaration of emergency) shall not
constitute an event of Force Majeure except to the extent such event actually and directly
32
results in a delay in performance, and the notice required by the preceding sentence shall
include an explanation of how the claimed event of Force Majeure has actually delayed or
will actually delay performance.
"Lender" shall mean a Federal or State bank, savings bank, association, savings and loan
association, credit union, commercial bank, foreign banking institution, trust company,
family estate or foundation, insurance company (whether foreign or domestic), pension
fund, a real estate investment trust, an entity that qualifies as a "REMIC" under the Internal
Revenue Code of 1986, as amended, any trust or trustee in connection with any
securitization transaction (including, without limitation a "collateralized loan obligations"
transaction), any other public or private investment fund or entity; a brokerage or
investment banking organization; an employees' welfare, benefit, pension or retirement
fund; an institutional leasing company; an entity qualified to provide funding under the
EB-5 program pursuant to USCIS (United States Citizenship and Immigration Service)
guidelines; any governmental agency or entity insured by a governmental agency or similar
institution authorized to take mortgage loans in the State of Florida, in all events whether
acting individually or in a fiduciary or representative capacity (such as an agency capacity),
or any combination of Lenders. The term Lender also includes (x) a Person that is
controlled by, controls or is under common control with a Lender as described in this
paragraph, and/or (y) any Person which is a party to a bond financing, as the initial
purchaser or indenture trustee of a bond, certificate, warrant or other evidence of
indebtedness, or any fiduciary of such issuer, owner or holder, or any provider of credit
enhancement and/or liquidity support for such indebtedness. References to Lender under
this Exhibit shall mean an entity or entities meeting the definition that is a Mortgagee or a
Mezzanine Financing Source (or any combination thereof).
"Mezzanine Financing" shall mean a loan or equity investment made by any Mezzanine
Financing Source to provide financing or capital for the Residential Project or any portion
thereof, which shall be subordinate to any Mortgage and may be secured by, inter alia, a
Mortgage and/or a pledge of any direct or indirect equity or other ownership interests in
Residential Developer or structured as a preferred equity investment with "mezzanine style
remedies", the exercise of which would result in a change of control.
"Mezzanine Financing Source" shall mean a Lender that has provided Mezzanine
Financing to a direct and/or indirect owner of interest in Residential Developer.
"Mortgage" shall mean a mortgage or mortgages or other similar security agreements
constituting an encumbrance or lien upon the Residential Property, or any part of it, and
Residential Developer' s interest in any improvements and personal property of Residential
Developer directly or indirectly pledged as security pursuant to such mortgage, security
agreement, encumbrance or lien. The Mortgage may never lien, pledge, hypothecate, or
otherwise encumber or subordinate the fee simple interest of City in and to the City
Property.
"Mortgagee" shall mean a Lender holding a Mortgage.
33
"Party" or "Parties" (whether or not by use of the capitalized term) shall mean jointly or
individually (as the context dictates) City and Residential Developer.
"Person" shall mean (whether or not by use of the capitalized term) shall mean any natural
person, trust, firm, partnership, corporation, limited liability company, joint venture,
association or any other legal or business entity or investment enterprise.
"Phase 1 Developer" shall mean the owner and developer of Phase 1 (as defined below),
as assignee of Developer's ownership interest and development obligations with respect to
Phase 1 pursuant to the terms of the Purchase and Sale Agreement. For the avoidance of
doubt, Phase 1 Developer is an Affiliate of Developer.
"Phase 2 Developer" shall mean the owner and developer of Phase 2 (as defined below),
as assignee of Developer's ownership interest and development obligations with respect to
Phase 2 pursuant to the terms of the Purchase and Sale Agreement. For the avoidance of
doubt, Phase 2 Developer is an Affiliate of Developer.
"Prohibited Person" mean any Person who, as of the time when the applicable transaction
occurs or approval or consent of the City or the City Manager is requested: that (i) has had
any criminal felony convictions within the immediately preceding ten (10) years; (ii) is
named on any federal, state, county and municipal and/ or political subdivision list of
persons with whom that entity is prohibited from transacting business; (iii) is on the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies that Boycott
Israel List, or is engaged in any business operations in Cuba or Syria, as those terms are
used and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes;
(iv) is convicted of a Public Entity Crime or has been placed in the Convicted Vendors List
pursuant to Florida Statute 287.133 or a similar law, rule or regulation; (v) holds any
position in the City or on any board, trust, agency or other entity created by the City's
Charter or Code, or otherwise has a conflict of interest pursuant to City Code Chapter 2,
Article V, and Miami -Dade County Code Section 2-11.1; (vi) has received formal notice
of a material breach under any lease or other written agreement with City and such breach
remains uncured; (vii) has been or remains debarred by any federal, state, county, or City,
any respective agency thereof, or any public school district or special district within the
immediately preceding ten (10) years; (viii) has been subject to any voluntary or
involuntary bankruptcies that have not been discharged or similar proceedings or has had
past, present or pending any bankruptcy, assignments for the benefit of creditors,
appointment of a receiver for a substantial portion of its assets, or similar actions, each
within the past seven (7) years on projects or businesses they have owned, operated, or
controlled a substantial interest (i.e., ownership of twenty percent (20%) or more of the
entity stock or shares); (ix) has been determined to be not responsible as defined by
Sections 18-73 and 18-95 of the Code and by the laws of the State of Florida with respect
to a contract substantially similar in scope and/or type to this Exhibit within the
immediately preceding ten (10) years; or (x) is prohibited by Applicable Law then in effect
from doing business with the City.
34
"Purchase and Sale Agreement" shall mean that certain purchase and sale agreement
between Developer and City for the purchase of the Residential Property for the
construction of a condominium complex, retail and other uses, and related amenities
thereon (the "Residential Project").
"Residential Developer" shall mean Phase 1 Developer and/or Phase 2 Developer, as the
context may require.
"Residential Property" shall mean the approximately 5.4 acres of upland waterfront
property in and around Watson Island, shown and legally described in Exhibit "2" attached
hereto.
"Substantial Completion" shall mean the substantial completion of the applicable
Construction Work as evidenced by the delivery to City of (i) a certificate from Residential
Developer's architect in the form reasonably approved by City certifying that the
applicable Construction Work has been substantially completed in accordance with the
applicable construction plans, subject to typical "punch -list" items and (ii) a temporary
Certificate of Occupancy (or completion, as applicable) or their equivalent issued by the
authority having regulatory jurisdiction (i.e., the City of Miami Building 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
35
phases (each, a "Phase"). The first Phase of the Residential Project ("Phase 1") will contain a
condominium tower, any accessory uses, and any required parking. The second Phase of the
Residential Project ("Phase 2") will contain a second condominium tower, any accessory uses,
and any required parking. The Commercial Component may be developed wholly within Phase 1
or Phase 2 or split between Phase 1 and Phase 2, as determined by Residential Developer, in its
sole discretion. For the avoidance of doubt, the Commercial Component shall be deemed to be in
addition to or exclusive of all amenities within the Condominium Component, regardless of
whether such amenities are considered commercial uses under Miami 21 or other Applicable Laws.
(c) Phase 1 Developer shall achieve Substantial Completion of Phase 1 within six (6)
years after the closing under the Purchase and Sale Agreement (the "Phase 1 Deadline"), subject
to Force Majeure and the rights of Lenders set forth in this Exhibit. Phase 2 Developer shall
achieve Substantial Completion of Phase 2 within nine (9) years after the closing under the
Purchase and Sale Agreement (the "Phase 2 Deadline"), subject to Force Majeure and the rights
of Lenders set forth in this Exhibit.
(d) If Phase 1 Developer fails to achieve Substantial Completion of Phase 1 by the
Phase 1 Deadline, subject to Force Majeure and the rights of Lenders set forth in this Exhibit,
Phase 1 Developer shall pay to City, as liquidated damages, an amount equal to $20,000 per month
for the first twenty-four (24) months that such failure exists, and $40,000 per month for each month
thereafter, until Phase 1 Developer actually achieves Substantial Completion of Phase 1.
(e) If Phase 2 Developer fails to achieve Substantial Completion construction of Phase
2 by the Phase 2 Deadline, subject to Force Majeure and the rights of Lenders set forth in this
Exhibit, Phase 2 Developer will pay to City, as liquidated damages, an amount equal to $20,000
per month for the first twenty-four (24) months that such failure exists, and $40,000 per month for
each month thereafter, until Phase 2 Developer actually achieves Substantial Completion of Phase
2.
(f) In the event that Phase 1 Developer or Phase 2 Developer fails to pay any of the
liquidated damages required by this Exhibit for its respective Phase, and the same is not cured
within the time allowed to cure an event of default under Section 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
36
applicable Residential Developer, but if such non -monetary event of default cannot be cured
within such 30-day period, then the Mortgagee and, as applicable, the Mezzanine Financing
Source, shall have up to ninety (90) days to cure following the expiration of the applicable
Residential Developer' s cure period, provided that it has commenced such cure within the initial
thirty (30) day period and thereafter pursues such cure with reasonable diligence, subject to further
extension of such cure periods as provided in clauses (b) and (c) below.
(b) Notwithstanding any provisions of this Exhibit to the contrary, City shall not be
permitted to exercise its remedies under Section 3(f) of this Exhibit due to an event of default of
the applicable Residential Developer under this Exhibit as long as the Mortgagee, in good faith,
either promptly (i) commences to cure such event of default and prosecutes the same to completion
with all reasonable diligence, or (ii) if the nature of any non -monetary event of default is such that
possession of or title to the applicable Phase is reasonably necessary to cure the event of default,
or the event of default is of the type that cannot be cured by a Mortgagee (e.g., breach of covenants
that are personal to the applicable Residential Developer), files a complaint for foreclosure and
thereafter prosecute the foreclosure action in good faith and with reasonable diligence, subject to
any stays, moratoria or injunctions applicable thereto, and as promptly as practicable after
obtaining possession or title, as reasonably necessary, commences promptly to cure such
event of default and prosecutes the same to completion in good faith and with reasonable
diligence; provided, however, that during the period in which any foreclosure proceedings are
pending, all of the other obligations of the applicable Residential Developer under this Exhibit, to
the extent they are susceptible of being performed by a Mortgagee (e.g., the payment of amounts
due), are being duly performed.
(c) Notwithstanding any provisions of this Exhibit to the contrary, City shall not be
permitted to exercise its remedies under Section 3(f) of this Exhibit due to an event of default of
the applicable Residential Developer under this Exhibit as long as the Mezzanine Financing
Source, in good faith, either promptly commences to cure such event of default and prosecute the
same to completion with all reasonable diligence, or (ii) if the nature of any non -monetary event
of default is such that control and possession of or title to the ownership interests in the applicable
Residential Developer is reasonably necessary to cure the event of default, or the event of default
is of the type that cannot be cured by the Mezzanine Financing Source (e.g., breach of covenants
that are personal to the applicable Residential Developer), takes all reasonable steps necessary to
foreclose the pledge of such ownership interests and prosecutes such action in good faith and with
reasonable diligence, subject to any stays, moratoria or injunctions applicable thereto, and as
promptly as practicable after obtaining control and possession or title, as reasonably necessary,
commences promptly to cure such event of default and prosecutes the same to completion in good
faith and with reasonable diligence; provided, however, that during the period in which such action
is being taken, all of the other obligations of the applicable Residential Developer under this
Exhibit, to the extent they are susceptible of being performed by the Mezzanine Financing Source
(e.g., the payment of amounts due), are being duly performed.
(d) City shall provide each Lender that notifies City of such Lender's interest with a
simultaneous copy of any notice of any default sent to any Residential Developer, and City agrees
to accept performance and compliance by any such Lender of and with any of the terms of this
Exhibit with the same force and effect as though kept, observed or performed by such Residential
37
Developer, provided, however, nothing contained herein shall be construed as imposing any
obligation upon any such Lender to so perform or comply on behalf of such Residential Developer.
Section 5. Termination. The rights and obligations of Phase 1 Developer and City under the
Development Agreement and this Exhibit in connection with the payment of liquidated damages
shall terminate and be of no further force or effect as to Phase 1 upon the issuance of the Certificate
of Occupancy for Phase 1 and payment of all liquidated damages attributable to Phase 1, if any.
The rights and obligations of Phase 2 Developer and City under the Development Agreement and
this Exhibit in connection with the payment of liquidated damages shall terminate and be of no
further force or effect as to Phase 2 upon the issuance of the Certificate of Occupancy for Phase 2
and payment of all liquidated damages attributable to Phase 2, if any.
38
Exhibit 1 Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying end being in Sectiens 31 in 37,7awnship53 South,
Lange 4.2 East, being more particularly described asfcLlows_
Commence ate point known as RT. STATION 254511 of the official map of lomion nrid
surveyof 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, said Point being the point cif tangency of the centerline of the most
iortherlycurve of General Douglas Mace rth u r Causeway, running Southeestwardlyfrom
the Northwesterly comer of Watson Island and having a radius of 1432.89 feet and centre[
angle of 62 degrees 00 minutes 00 second; thence run North 60 degrees 52 minutes 45
seconds East, along the NO rthea;sterLy prollorngation of the radial line of the ads
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 of Beginningof 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 357.30 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 eight -of -way line of said Mace rthur Causeway; 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 cures 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 tor
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 begs 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)1h-enca along a
compound curve ocnave 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
appro dmate shoreline of Biscayne Bay; thence continue along said shoreline for the
fotlowi ng eight courses (1) South BS degrees 21 minutes 37 seconds East for 83,38 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
39
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 lima of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said Line for 265.12feetto the Dint 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 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 Records of Dade
County, Florida, said point being the point of tangency of the centerline of the most
northerly curve of General Douglas MacArthur Causeway, running southeasterly from the
northwesterly corner of Watson island and 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 curve 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, at Page 1171 and
Official Records Book 18699, at Page 1236 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 West, 157.45 feet to a point ofourvature 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 dis#arice 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 ge0Onds, a distance of 97.89 feet (the
40
preceding six courses and distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas recorded in Offidist Records Book 18018,
at Page 1171 and Official Records Book 18699, at Page 1236 of the Public Records of Dade
County); thence South 34 degrees 54 minutes 16 seconds West,18.80 feet to a point of
curvature of a non -tangent curve cones to the Southwest (a radial Line to said point bears
North 14 degrees 36 minutes 45 seconds East); thence southeasterly alongthe 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 too point of corxrpound curvature of a curve concave to the
southwest; :rIence 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 4O 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 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 PuMEic 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 aeCOnd S 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 rnirruteS 06 serrunds West, 49.29 feet, Thence North 09 degrees 52
rni:n utes 53 seconds West, 180.24 feet; thence North 13 degrees 41 m Fro rites 45 seconds
West, 134.32 feet; tilerrde 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,
Fl1RTJ-IER LESS AND EXCEPT THE FOLLOWING:
LEGAL DESCRIPTION:
41
PARCEL II (Residential Property):
That portion of WATSON N ISLAND Lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more. particularly described as follows:
Commence at a point known as P.T, STATION 26 + 50 of the official map of location and
swveyof a portion ofSect' Dn 87O6 designated as a part of State Road A -]-A in Miami -Dad
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 for 16,5.00feet* the fdllowln twc (2) courses being,
along the Northeasterly right of way Line of General Douglas MacArthurCauseway; 1)
thence S 9°'07" 15" E for 152.11 feet to the Point of Beginning; 2) thence continue S
29°07'15" E for 657.31 feet Th nie N 60°52'45'1 E for 223.24 feet; thence N 0°5 '45" E for
30.75feet; 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 09°52'53"'W for226..20 feet; thence S 60°52'45" Wfor
452.65 feet to the Point of Beginning.
42
Exhibit 2 Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more particularly described as 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 49.29 feet; thence N 49`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 009'52'53" W for 226.20 feet; thence S 60'52'45" W for
452.65 feet to the Point of Beginning.
43
Exhibit "E"
Public Park Development Exhibit
Section 1. Purpose; Conflicts. This Exhibit is intended to govern the design and construction
of the Public Park. In the event of a conflict between terms or conditions set forth in this Exhibit
and the terms or conditions in another portion of the Development Agreement (the "Development
Agreement") between Ecoresiliency Miami LLC, a Delaware limited liability company
("Developer") and the City of Miami, a municipal corporation and a political subdivision of the
State of Florida ("City"), the provisions of this Exhibit will govern and control.
Section 2. Definitions. Capitalized terms not otherwise defined by this Exhibit shall have the
meaning set forth in the Development Agreement. The following terms shall apply to this Exhibit:
"Applicable Law(s)" shall mean all Federal, Florida, City of Miami and Miami -Dade
County laws, ordinances, regulations, orders, judgments, decrees and injunctions that are
applicable to the City Property or the Parties from courts having jurisdiction over the City
Property and the Parties, rules, and requirements of Federal, State of Florida and local
boards and agencies with jurisdiction over the City Property and Parties, now existing or
hereafter enacted, amended, adopted, foreseen and unforeseen, ordinary and extraordinary,
which are applicable to the Parties or the City Property or any part of it, but only to the
extent so applicable.
"Business Days" shall mean Monday through Friday, excluding legal holidays in the City
of Miami, Florida. Unless otherwise identified as Business Days, any reference to days
shall refer to calendar days.
"Certificate of Occupancy" shall mean a certificate of occupancy, temporary certificate
of occupancy, certificate of completion, temporary certificate of completion or similar
approval authorizing the use and occupancy of all or a portion of the Public Park
Improvements.
"City Approval Process" shall mean, with respect to any request by Park Developer to
City for approval of or consent to a particular item under this Exhibit that requires City's
approval or consent as owner of the City Property, that (a) City shall not unreasonably
withhold, condition or delay such approval or consent, (b) Park Developer' s request shall
include any supporting documentation actually required for the City to assess the
compliance of the request with the requirements of this Exhibit, (c) City shall grant or deny
such request prior to the deadline for such approval or denial set forth in this Exhibit
(provided, however, that if the City provides Park Developer with written notice within ten
(10) Business Days of the request that Park Developer has not provided the City with any
required documentation in accordance the preceding provision (b), and such notice
specifies with particularity what additional documentation is actually required for the City
to make its determination, then the City' s deadline to approve or deny the request shall be
tolled until Park Developer provides the City with the additional documentation actually
required); (d) any denial shall specify the reasons for such denial (which must be consistent
with the terms of this Exhibit) and, if applicable, any proposed modifications that will
44
render Park Developer's request acceptable; and (e) City's failure to respond within such
period shall toll any of Park Developer's deadlines for performance under this Exhibit for
which the applicable consent or approval is required from the expiration of the provided
period until such time that pending response from City is received. For the avoidance of
doubt, the City Approval Process shall not apply to any approvals or consents to be made
by the City in its regulatory capacity, including zoning and permitting approvals.
"City Manager" shall mean the Chief Administrative Officer of the City.
"City Commission" shall mean the local legislative body of the City of Miami.
"City Property" shall mean the approximately 13.3 acres of upland waterfront property in
and around Watson Island, which includes approximately 2.4 acres of submerged lands in
Biscayne Bay, shown and legally described in Exhibit "1" attached hereto.
"Code" shall mean the Code of Ordinances of the City of Miami, Florida, as amended
from time to time.
"Commence Construction" and "Commencement of Construction" means Park
Developer's commencement of visible Construction Work on the City Property, including,
but not limited to, soil stabilization and excavation, but specifically excluding ceremonial
groundbreakings.
"Construction Work" shall mean any and all construction work performed by Park
Developer, its contractors, subcontractors, agents or employees relating to or in connection
with this Exhibit.
"Encumbrance" shall mean any imposition upon the City Property or other lien, charge
or similar matters affecting that which could adversely affect clear and marketable title of
City.
"Force Majeure" shall mean actual delays beyond the reasonable control of a Party
required to perform, which shall include delays due to acts of God; floods; fires; unusually
inclement weather conditions, tropical storms, tornados, hurricanes; sinkholes; casualty;
any act, neglect or failure to timely perform of or by one Party that causes the other Party
to be delayed in the performance of any of its obligations hereunder; war; enemy action;
civil disturbance; acts of terrorism; sabotage; restraint by court or public authority;
governmental moratorium; governmentally mandated shutdowns or work limitations
(including shutdowns or limitations relating to actual or potential archaeological
resources); the declaration of a state of emergency by governmental authority having
jurisdiction; injunctions resulting from litigation or administrative challenges by third
parties to the approval of the Development Agreement by the City of Miami or the
execution or performance of Developer or Park Developer or the procedures leading to its
execution by Developer and City; extraordinary and widespread shortages of material or
labor without reasonable substitutions available, moratoriums or other delays relating to
Applicable Laws; extraordinary delays in obtaining governmental approvals or permits or
45
inspections beyond the reasonable control of Park Developer (for the avoidance of doubt,
timeframes reasonably anticipated for governmental approvals consistent with such
government entity's past practice shall not be considered an extraordinary delay);
governmentally -declared epidemics, pandemics, quarantines; any occurrence which makes
it illegal or impossible for Park Developer to perform its applicable obligations under this
Exhibit (provided Park Developer takes immediate steps to perform in a legal manner that
accomplishes the purposes of this Exhibit); and/or delays due to site conditions discovered
during construction; and/or extraordinary delays due to unknown site conditions
discovered after the Effective Date of the Development Agreement (e.g., indigenous
peoples burial grounds or other protected archeological conditions, environmental
contamination, geothermal systems); relocation of utilities, communications lines or
cabling not subject to a recorded easement which requires extraordinary efforts which
could not otherwise be accommodated in the existing construction timeframes; the
requirement by governmental authority of off -site improvements which requires
extraordinary efforts which could not otherwise be accommodated in the existing
construction timeframes; or other similar extraordinary events or conditions beyond the
reasonable control of a Party despite the use of best efforts and substitutions as may
reasonably be available. Neither Party shall be entitled to claim Force Majeure for events
caused, directly or indirectly, by the claiming Party or by individuals or entities under its
control. Force Majeure is not intended to include any contract dispute between Park
Developer and its contractors, employees, or agents. A Force Majeure event shall serve to
extend any applicable deadline under this Exhibit only to the extent written notice thereof
is provided to the other Party within ten (10) Business Days after the party claiming delay
has reasonably concluded that such event constitutes an event of Force Majeure. For the
avoidance of doubt, the mere occurrence of the one of the foregoing events (such as a
statewide declaration of emergency) shall not constitute an event of Force Majeure except
to the extent such event actually and directly results in a delay in performance, and the
notice required by the preceding sentence shall include an explanation of how the claimed
event of Force Majeure has actually delayed or will actually delay performance.
"Permit" shall mean any permit issued or to be issued by the appropriate governmental
agency and/or department, including applicable permits for construction, demolition,
installation, foundation, dredging, filling, the alteration or repair or installation of sanitary
plumbing, water supply, gas supply, electrical wiring or equipment, elevator or hoist,
HVAC, sidewalk, curbs, gutters, drainage structures, paving and the like.
"Lender" shall mean a Federal or State bank, savings bank, association, savings and loan
association, credit union, commercial bank, foreign banking institution, trust company,
family estate or foundation, insurance company (whether foreign or domestic), pension
fund, a real estate investment trust, an entity that qualifies as a "REMIC" under the Internal
Revenue Code of 1986, as amended, any trust or trustee in connection with any
securitization transaction (including, without limitation a "collateralized loan obligations"
transaction), any other public or private investment fund or entity; a brokerage or
investment banking organization; an employees' welfare, benefit, pension or retirement
fund; an institutional leasing company; an entity qualified to provide funding under the
EB-5 program pursuant to USCIS (United States Citizenship and Immigration Service)
46
guidelines; any governmental agency or entity insured by a governmental agency or similar
institution authorized to take mortgage loans in the State of Florida, in all events whether
acting individually or in a fiduciary or representative capacity (such as an agency capacity),
or any combination of Lenders. The term Lender also includes (x) a Person that is
controlled by, controls or is under common control with a Lender as described in this
paragraph, and/or (y) any Person which is a party to a bond financing, as the initial
purchaser or indenture trustee of a bond, certificate, warrant or other evidence of
indebtedness, or any fiduciary of such issuer, owner or holder, or any provider of credit
enhancement and/or liquidity support for such indebtedness. References to Lender under
this Exhibit shall mean an entity or entities meeting the definition that is a Mortgagee or a
Mezzanine Financing Source (or any combination thereof).
"Liens and Encumbrances" shall mean any liens, Encumbrances, mortgages, easements,
lis pendens, or any other matters affecting the title of the City Property, or any part thereof,
which would preclude or otherwise materially affect City's quiet enjoyment of the City
Property.
"Mezzanine Financing" shall mean a loan or equity investment made by any Mezzanine
Financing Source to provide financing or capital for the Public Park, the Residential Project
or any portion thereof, which shall be subordinate to any Mortgage and may be secured by,
inter alia, a Mortgage and/or a pledge of any direct or indirect equity or other ownership
interests in Park Developer or Residential Developer or structured as a preferred equity
investment with "mezzanine style remedies", the exercise of which would result in a
change of control.
"Mezzanine Financing Source" shall mean a Lender that has provided Mezzanine
Financing to a direct and/or indirect owner of interest in Park Developer or Residential
Developer.
"Mortgage" shall mean a mortgage or mortgages or other similar security agreements
constituting an encumbrance or lien upon the Residential Property, or any part of it, and
Residential Developer' s interest in any improvements and personal property of Residential
Developer directly or indirectly pledged as security pursuant to such mortgage, security
agreement, encumbrance or lien. The Mortgage may never lien, pledge, hypothecate, or
otherwise encumber or subordinate the fee simple interest of City in and to the City
Property.
"Mortgagee" shall mean a Lender holding a Mortgage.
"Park Allowance" shall mean an allowance in the amount of $37,000,000 to be funded by
Park Developer for hard costs, soft costs not to exceed $4,000,000, and any Furniture
Fixtures and Equipment associated with the construction of the Public Park and associated
Public Park Improvements.
"Park Developer" shall mean Developer or an affiliate of Developer.
47
"Party" or "Parties" (whether or not by use of the capitalized term) shall mean jointly or
individually (as the context dictates) City and Park Developer.
"Person" shall mean (whether or not by use of the capitalized term) shall mean any natural
person, trust, firm, partnership, corporation, limited liability company, joint venture,
association or any other legal or business entity or investment enterprise.
"Prohibited Person" mean any Person who, as of the time when the applicable transaction
occurs or approval or consent of the City or the City Manager is requested: that (i) has had
any criminal felony convictions within the immediately preceding ten (10) years; (ii) is
named on any federal, state, county and municipal and/ or political subdivision list of
persons with whom that entity is prohibited from transacting business; (iii) is on the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies that Boycott
Israel List, or is engaged in any business operations in Cuba or Syria, as those terms are
used and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes;
(iv) is convicted of a Public Entity Crime or has been placed in the Convicted Vendors List
pursuant to Florida Statute 287.133 or a similar law, rule or regulation; (v) holds any
position in the City or on any board, trust, agency or other entity created by the City's
Charter or Code, or otherwise has a conflict of interest pursuant to City Code Chapter 2,
Article V, and Miami -Dade County Code Section 2-11.1; (vi) has received formal notice
of a material breach under any lease or other written agreement with City and such breach
remains uncured; (vii) has been or remains debarred by any federal, state, county, or City,
any respective agency thereof, or any public school district or special district within the
immediately preceding ten (10) years; (viii) has been subject to any voluntary or
involuntary bankruptcies that have not been discharged or similar proceedings or has had
past, present or pending any bankruptcy, assignments for the benefit of creditors,
appointment of a receiver for a substantial portion of its assets, or similar actions, each
within the past seven (7) years on projects or businesses they have owned, operated, or
controlled a substantial interest (i.e., ownership of twenty percent (20%) or more of the
entity stock or shares); (ix) has been determined to be not responsible as defined by
Sections 18-73 and 18-95 of the Code and by the laws of the State of Florida with respect
to a contract substantially similar in scope and/or type to this Exhibit within the
immediately preceding ten (10) years; or (x) is prohibited by Applicable Law then in effect
from doing business with the City; provided, however, that if City transfers its interest in
the City Property to a non -governmental entity, clauses (v) and (x) in this definition shall
no longer apply.
"Public Park" shall mean an iconic world -class public 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
48
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
49
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
50
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
51
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
55
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
56
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
57
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;
59
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
61
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
62
RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS
ADMINISTERING THIS CONTRACT.
63
Exhibit 1 Legal Description of City Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying end being in Sectiens 31 in 37,7awnship53 South,
Lange 4.2 East, being more particularly described asfcLlows_
Commence ate point known as RT. STATION 254511 of the official map of lomion nrid
surveyof 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, said Point being the point cif tangency of the centerline of the most
iortherlycurve of General Douglas Mace rth u r Causeway, running Southeestwardlyfrom
the Northwesterly comer of Watson Island and having a radius of 1432.89 feet and centre[
angle of 62 degrees 00 minutes 00 second; thence run North 60 degrees 52 minutes 45
seconds East, along the NO rthea;sterLy prollorngation of the radial line of the ads
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 of Beginningof 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 357.30 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 eight -of -way line of said Mace rthur Causeway; 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 cures 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 tor
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 begs 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)1h-enca along a
compound curve ocnave 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
appro dmate shoreline of Biscayne Bay; thence continue along said shoreline for the
fotlowi 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
64
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 lima of said lease Area 1; thence South 08 degrees 07 minutes 15
seconds East along said Line for 265.12feetto the Dint 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 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 Records of Dade
County, Florida, said point being the point of tangency of the centerline of the most
northerly curve of General Douglas MacArthur Causeway, running southeasterly from the
northwesterly corner of Watson island and 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 curve 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, at Page 1171 and
Official Records Book 18699, at Page 1236 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 West, 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, radially to the Last and next
described curves, a dis#arice 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 ge0Onds, a distance of 97.89 feet (the
65
preceding six courses and distance being coincident with the easterly and northeasterly
right-of-way Line of said MacArthur Causewayas recorded in Official Records Bonok18018,
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 18.80i 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 the DEG of said
curve, having a radius of 1441.25 and a central angle of 2.0 degrees 27 minutes 49 seconds,
e distance of 514.75 feet too point of compound curvature of a curve concave to the
southwest; :rIence southeasterly along the arc of said curve, having a radius of 109E154
feet and a ccrare I angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22 feet;
thence North 90 degrees 00 minutes 4O 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 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 Pint 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,
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 seCOnd S East, 387.30 feet
to the Point of Beginning; thence continue South 09 degrees 52 minutes 53 seconds East,
470,00 feet; thence North 60 degrees 52 minutes 45 seconds East, 30.75 feet; thence
North 08 degrees 45 Minutes 06 seconds West, 49.29 feet, Thence North 09 degrees 52
rni:nutes 53 seconds West, 180.24 feet; thence North 13 degrees 41 minutes 45 seconds
West, 134.32 feet; tilerrde 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,
FuRTJ-IER LESS AND EXCEPT THE FOLLOWING:
LEGAL DESCRIPTION:
66
PARCEL II (Residential Property):
That portion of WATSON N ISLAND Lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more. particularly described as follows:
Commence at a point known as P.T, STATION 26 + 50 of the official map of location and
swveyof a portion ofSect' Dn 87O6 designated as a part of State Road A -]-A in Miami -Dad
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 for 16,5.00feet* the fdllowln twc (2) courses being,
along the Northeasterly right of way Line of General Douglas MacArthurCauseway; 1)
thence S 9°'07" 15"E for 152.11 feet to the Point of Beginning; 2) thence continue S
29°07'15" E for 657.31 feet Th nie N 60°52'45'1 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 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 09°52'53"'W for226..20 feet; thence S 60°52'45" Wfor
452.65 feet to the Point of Beginning.
67
Exhibit 2 Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sectors 31 and 32, Towrship 53 South,
Range 42 East, being more particularly described as =ollows:
Commence at a point known as P.T. STATION 25 + 50 c;s the r;sfic al map of location and
survey of a portion of Section 8706 designated as a par, of State Road A-1—A in
Miami —Dade Co.arhty, Florida as recorded in Plat Boo 56 at Page 71 of the Public Records of
Dade Cr:urtys, Florida: thence N e0'52`45" E for 165-00 feet, the following two (2) courses
being along the Northeasterly richt of way Tine of General Douglas Ma -Arthur Causeway; 1)
thence 5 29-D7' 15" E for 152.1 1 feet to the Point of Beginning; 2) -I'=r .=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 0S'453DL W or 49.29 feet: thence ;` --.r 1 .0-24 feet;
therce N 13'41'45" W for 13 .32 =ee-; thence V 13`4 1 " 5" ih =-1 I =---; ;hence 5
89'32'37" IN for 15.03 feet: thence. N 09'52`53- +O for 226.20 T •t. -I 1 .:: 5 };' :.2`45" W for
452.65 feet to the Point of Beginrwihg.
68
Exhibit 3 — Anti -Human Trafficking Affidavit
ANTI -HUMAN TRAFFICKING
AFFI DAVIT
The undersigned affirnis, 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 Iitnited Ii,84i!!4r 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 ettttnrttrryly identification.
(NOTARY PUBLIC SEAL) =��VP O t p2E ,, ook
r NOTAi . d. N'
.0 PUBLIC
Lr,
l.' .y2.
My Commission Expires: � rf__ •....n..�p..$"
,`zOOFlFi0��'
Printed, Typed, or Stamped Name of Notary Public)
69
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.
70
"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
71
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.
72
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).
73
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
74
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.
75
Exhibit 1 Legal Description of Public Park Property
PARCEL I (City Property):
That portion of WATSON ISLAND Eying and being Sections 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 part of State Road A-1-Ain Dade
County, Florida as recorded in Plat Book 56 at Page 71 of the Public Records of Dada
County, Florida, said Point being the point of tangency of the centerline of the most
iortherLycurve of General Douglas Mlacarthur Causeway, running Southeestwardlyfrom
the Northwesterly comer of Watson Island and having a radius of 1432.E9 feet and a centre[
angle cf 62 degrees 00 minutes 00 second; thence run North 60 degree 52 minutes 45
seconds East, along the Northea;sterLy proLong.ation 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 of Beg 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 857.30feet; thence South 60 degrees 52
minutes 45 seconds West, for 223,24 feet to its intersection with a tine parallel and 100 feet
NortheesterLyof the most Northerly right-of-way line of said Mace rthur 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 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 eta meats 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 oonoeve 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
fotlowingeight courses (1) South BS degrees 21 rnnutes 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 eeconds East for 131.22 feet; (4) thence South 72 degrees 18
76
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02
seconds East for 102.34 feet; (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 265.12feetto the Dint 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 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 Records of Dade
County, Florida, said point being the point of tangency of the centerline of the most
northerly curve of General Douglas MacArthur Causeway, running southeasterly from the
northwesterly corner of Watson island and 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 curve 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, at Page 1171 and
Official Records Book 18699, at Page 1236 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 West, 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, radially to the Last and next
described curves, a dis#arice 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 ge0Onds, a distance of 97.89 feet (the
77
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 18.80i 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 the DEG of said
curve, having a radius of 1441.25 and a central angle of 2.0 degrees 27 minutes 49 seconds,
e distance of 514.75 feet too point of compound curvature of a curve concave to the
southwest; :rIence southeasterly along the arc of said curve, having a radius of 109E154
feet and a ccrare I angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22 feet;
thence North 90 degrees 00 minutes 4O 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 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 Pint 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,
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 seCOnd S East, 387.30 feet
to the Point of Beginning; thence continue South 09 degrees 52 minutes 53 seconds East,
470,00 feet; thence North 60 degrees 52 minutes 45 seconds East, 30.75 feet; thence
North 08 degrees 45 Minutes 06 seconds West, 49.29 feet, Thence North 09 degrees 52
rni:nutes 53 seconds West, 180.24 feet; thence North 13 degrees 41 minutes 45 seconds
West, 134.32 feet; tilerrde 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,
FuRTJ-IER LESS AND EXCEPT THE FOLLOWING:
LEGAL DESCRIPTION:
78
PARCEL II (Residential Property):
That portion of WATSON N ISLAND Lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more. particularly described as follows:
Commence at a point known as P.T, STATION 26 + 50 of the official map of location and
swveyof a portion ofSect' Dn 87O6 designated as a part of State Road A -]-A in Miami -Dad
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 for 16,5.00feet* the fdllowln twc (2) courses being,
along the Northeasterly right of way Line of General Douglas MacArthurCauseway; 1)
thence S 9°'07" 15"E for 152.11 feet to the Point of Beginning; 2) thence continue S
29°07'15" E for 657.31 feet Th nie N 60°52'45'1 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 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 09°52'53"'W for226..20 feet; thence S 60°52'45" Wfor
452.65 feet to the Point of Beginning.
79
Exhibit 2 Legal Description of Residential Property
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more particularly described as 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 49.29 feet; thence N 49`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 009'52'53" W for 226.20 feet; thence S 60'52'45" W for
452.65 feet to the Point of Beginning.
80
Exhibit "G"
Ecoresiliency Concept Book
81
Exhibit "F1"
Ecoresiliency Regulating Plan
82
Exhibit "I"
Expedited Permitting & Approval Timelines
(A) The City agrees to designate any building permit, Special Area Plan, SAP Permit,
or any other requested entitlement as a "High Priority Project", with City review subject to the
timelines' set forth below:
(i) Platting
• Notwithstanding the provision of City Code Section 55-10(f), in the
event the City determines that replatting of the Residential Property
is required, the replatting review shall be subject to the following
timeline:
• City Staff shall schedule the tentative plat for review with the Plat
and Street Committee for the month following submittal of the
tentative plat;
• City Staff shall issue the Plat and Street Committee letter with any
required platting conditions within ten (10) working days of the Plat
and Street Committee meeting;
• City Staff shall issue the subdivision improvement requirements
letter within ten (10) working days of approval of the tentative plat
by the Plat and Street Committee;
• City Staff shall schedule the final plat for City Commission
acceptance within thirty (30) days of submittal of the final plat; and
• Each discipline required to review the plat shall appoint a specified
reviewer available to meet with the Applicant and the City
Manager's Office on a twice a month basis to coordinate review and
feedback of any Plat review.
(ii) General Permits/Entitlements
• Demolition Permits shall be reviewed within ten (10) working days
from submittal.
• Tree Removal/Relocation Permits shall be reviewed within ten (10)
working days from submittal.
• Temporary Use Permits shall be issued within thirty (30) days of
submittal of a completed application.
• Within ten (10) working days of a Certificate of Use application
submittal, the Department of Zoning will issue the required
documents to obtain the required approvals from Federal, State,
County, and City Departments, as applicable. Certificates of Use
shall be issued within three (3) working days of submittal of
documents reflecting all required approvals.
1 The timelines contained herein do not include any time the application is with the applicant and not submitted to the
City.
83
• City Staff shall review and approve any required Unity of Title or
Declaration of Restrictive Covenants in Lieu of Unity of Title within
thirty (30) days of submittal of an application.
• Any other permits, entitlements, or approvals required for the
Development of the Overall Property not specifically described
above shall be reviewed and approved within thirty (30) working
days of the submittal of a completed package.
(C) The City agrees to review building permits relating to Development of the Overall
Property in accordance with the schedule set forth herein, but the package review times shall not
commence until the City has received a completed application form for the relevant permit and all
plans, reports, information, exhibits or other documents required to be submitted with such
application. Within five (5) business days of receiving any such permit application, the City shall
cause its building department to provide to Developer, or its designee, in writing a specific list of
any documents or other requirements that are missing or otherwise required to complete the
application. The timelines indicated below do not include any time that a building permit is
reviewed by any other jurisdiction (i.e. Miami -Dade County DERM) nor time the application is
with the applicant.
• Each discipline required to review any submitted building permit shall appoint a specified
reviewer available to meet with the Applicant and the City Manager's Office on a bi-
weekly basis to coordinate review and feedback of any building permit review;
• Foundation Permit Package
o City Staff shall review and approve any Foundation permits within twenty (20)
working days of submittal of a completed application;
• All Other Building Permits
City Staff shall review and approve all other buildings permits within thirty (30) working days of
submittal of a completed application.
84
Exhibit "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
85
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
86
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]
87
Signed, witnessed, executed and acknowledged this day of , 2025.
ATTEST: THE CITY OF MIAMI,
a Florida municipal corporation
By:
Todd Hannon, City Clerk Arthur Noriega V, City Manager
APPROVAL FROM THE PLANNING
DEPARTMENT AS TO CONTENT:
David Snow, Planning Director
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
George K. Wysong, III,
City Attorney
88
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
89
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 Southeastwardly 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 Paint of He iirring of the parcel to be described. (Said point 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 on arc distance of 352.55 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- frarr 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 comps.and
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 records 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're 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
90
That por#ion of WATSON ISLAND lying rtrd being it SecrIone 31 sand 32. Township 53 South,
Ronge 42 East described as=e}IIcws:
Corm -nonce at a point known as P.T. STATION 25 + 5C of tha ufficiuI riup o= locotion and
survey 1)4 a or=ion of 5ectinr_ n 87D6 designated as a paof 5_ate Road A-1—A inMiami—Cude Ccaar'ty, Florida as retarded in Plot Dook 55 r.1, Page 71 wf the Public Records cf
Dade Ca unty . Florida, said point being the point or tange r c' o= the centerline of the most
northerly cure of General Douglas MacArthur Causeway, r•u n r ing southeasterly from the
northwesterly Corr er ot'Watson Island and having a radius of 14; 2_69 feet and a central ar gle
of 62 [1 eclree 00 rn it ire: 00 s e =ends: thence N,irth EO rl e:a rep R 52 rn ini res d 5 seconds East,
along the northea s-c rly prolongation o= the radial line ot t h . above r icr-ioned curve for a
distance cf :. cl feet tc to p ir,- n -I• a en a_e rIy rIght—Lc r—way line 4f <Iid MaCArt h ar
Causeway as recorded in Cr=risiral ccorcis .Bcc.k 18016, 016, at ='°age 117T and Of-ieiflI Records Book
1.6699, at Rage 12]P of the P.r hl i•n Records • f [:ode County., Florida; thence North 29 degrees
07 rtkiriutes 15 seconds 11111111t1Z17., :a Ion r7 }u id right—of—way lire, 256 28 feat :v a point of
curvature of a curve concave to the southwe s-; thence northwester!). along the arc of said
curve, h vi-ri .a radius of 926.00 feet and a ,vertral argle of 25 degrees 46 minutes. 26
sec car ds, a distance o= 416_55 feet; thence North 54 degrees b . rn inune s 41 seconds West,
3.51 feet to the Poir't cc' Beginning: thence continue North 5,1 degrees 53 rr'inates 4- seconds
West, 157.45 feet to o poirt o' curvature of a curve concave to :he sa:Jthwes7; therce
northwesterly a1 c rkg the ore: cf said c:LJre, having 43 radi u R ^f ' 454.2 5 feet anti i central angle
of 16 degrees 22 riiru-os 32 seconds, a distance of 41 Via.C..4 feet; thence North 16 degrees
43 rr in.rtes 47 seconds East, radially tc the last and next described curves, 4 distance of
4.77 foe: to a point or a non—tangen# curve, conclave to :he SO uthiwest; thence n orthwestarly
along the arc of said curve, having a radius of 1459_02 feet and a central angle of G3
degrees 50 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 18016, at Pog€ 1171 and lJt'icisI
Ras;ord E;aca4. 16699,, at (~age 1236 of the Public Records of Dade County); thence South 34
degrees 54 minutes 16 seconds 'Ne s-, 16_80 feat to a paint of curvature of a r ern —to ng cnt
curve cc•r e; eve = the southwest (u radial Tine to said paint bare North 14 degrees 36
ri i r utes 5 ;ec:or d: East); thence southeasterly along the arc of said curve, havi r a radius
of 1441.25 ard o central angle o' 29 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 -r; the s.; uth west; thence
southeasterly along the arc cif said curve, having a radius of 1 U{9'3.64 'exit and a car tra l angle
of .;.7.6 degrees 47 rrlitri-: s 'S seconds, g distance o' 129.22 feet; then e North 90 degrees
CD rrinJtos 00 seconds East. „" o.i.s tem. to 7.1-o Rein at lieginniry.
TOGETHER WITH THE FOLLOWING G L.ANC S-
That portion of YOATSON ISLAND D lying and being irk Sec -.ions 31 and 32. Towr• t l i ip 53 South,
Range 42 East. described as rol lows:
Commence at n point known as P.T. STATION 25+50 o' the official reap of I ocati•o n and survey
of a portion sec -ion 6706. designate) os a part of State Road .A-1 —A Dade County. Florida
as recorded in P Icr. Jook 56, -'a oe , ' ot the I-' jbl ic. ' ccord s at Miami —Dodo County. Florida,
said print being The point or tannercy cs the centerline of -he r7: t r r-I' aply c.rrve of General
Ccuglos MacArthur Causeway, runninc southeasterly frorTl she: r;:carnc;r of W tsan
Island a r d having a radius of 14.37_69 feet or d =n c en-ral ar I _ .degrees ❑+D minutes DO
ecords .hence. North 60 degiatts rnir.urteu 45 7=ecord:.; Ecaut_ ufor -he northeasterly
or the radial Tine of -ha above rn en:ia ned curse for a •1 k-.ince of 570.74 feet;
thence 5o.ath D 9 degrees 52 minutes 53 seconds East, .387..30 -:. - -, -he Point of Sea inni ng;
thence Gantirue `youth Dp degrees 52 r-aircakes .5.3 seconds East,. 4 . feet; thence North 5O
degrees 52 minutes 15 seconds East, 3D.7 reet. thence Nor C5 :!::~:rees 15 minutes 06
accords West. 49.29 feet; therce North 09 decrees 52 minutes 55 seconds West, 160.24 feet;
thence North ' 3 degrees 41 minutes 45 seconds West, 134,32 feet; thence N;, rth ' 3 degrees
41 minutes lb seconds Wes-, g 4.0 J teat; zhence South 89 degrees .52 minutes 31 sc Ganda
West, 15 .C" 3 feet -r the 'oi nt of Beginning.
91
PARCEL II (Appurtenont Ea se mart)_
h on -Exclusive Easement = fa rt h in that certain Lease and Development Agreement dated
September 2, 1997, by .sir J 1.. -°,a a ^r CITY OF I'M I, o rnu r ici p al corporation pi ihe State of
Flcridq, qs kincllord. end P F =.. �T i .I aLE A.1 GARDENS OF WATSCN I L h�a, I ., q Floriqi
cc rpr ruticn, as tencr'-. Qs :: i.i: s .. 1 1.: -I :: '41crrivrandum of Lccas filed January ' 0, 2C1C 1 at
0"i�.ial Record QOr. ''J- 1 , is r 1i.1ified Syr -he Madi=ication of Lease end
C,vYeloprnent reerrv-I- r- •I I- 111' i kil 'rt rds Book 20602, Page 34&7; (1s Barth r
modified by _h a se c c i-E m. J r r n•- r.rdc d Third V od ifi catia n to Lease and Development Agreement
dated October 29, 2: '.- . u I F it -f h iadif is :at icr to Lease <Jrid C eyelo p rr• ent . cir eer- ier t der.e J
Jun 24, 2GJ9; as 7. 00 E.:. JI Leasehold, LLC, a Florida limited Iiability company
(Assignee Lessee) pursuant to r.i . ° A,ss igr rnent and um pt ior. Agree rr° ent and Termination of
Sublease recorded in `filial Records €3o-ak 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 CtticioI Records Rack 3O4 6, Page 2t5' ; and as further arrendment by
the Aryiendrhent to Mnrn,^:rcndurn of Lease recorded it Of'ki:il Rer:.ard$ hooi 3'"��i r 'age 4617,
oaf the Public Records of Miami -Dude County,. Florida, being r-io r e particularly desc-ri b-ed los
follows:
(i) for she 7errporary use of Watson Island during construction r' leasehold
improvements by Lessee or the Sub:eat Propery. (ii) in savor cif Lessee, an a non-exclusive
irstallat:ion, r perati'r, rr°rainterance, repair. repIacerrent, rel ti .ati ar. and removal of
rill- - o i lit ie s such as water lines, fire lards, gas mai r s, electrical power fires, telephone lines,
revers and other utility lines ies and facilities, it c ludi n j recasor able rights of
irr;ress far the non-exelinive right ,and eoeemer- for un.r: s-ruoted vehicular
Ord -1-c Subject. Property to Macr'rthur Causeway; (iv) 'or the non-exclusive
Li- -:: a ,v I:':rtiors c W'a:sor Island, which 'W'atsor Ilford is depicted by sketch in
the Lease ISIard" )., in ccmrncn with the public, sut::e_: to -he Lessor's right to
res:ric7. portions of Ve:it • ::I7 Island "or reison°able periods durrir1 special everts, for the
unobstructed pcd striar° :]cock to and from the 'Subject Property by Lessee, subtenants grid
their ernpl c'vs, aucr7s, .aast'murs and inwi7.00s 7.0 aII of the public areas of Watson Island; (�')
for the r c sor able right i n,d en sernert to enter 'onto those portions of Watson Island far the
purpose of performing ing Maintenance arcs repairs to tha Lessee's Leasehold Improvements; lard
(lei) for the liar' -ex vl a live rights and easements nts. for installation, latic n, m ai r-te n ar ce, repair acid
replacement of utility =aci1Thies and for pedestrian and vehicular access to and °rom -.he
adjacent pot -ions o' kva7sor Island to ;he Subject Property as such Iaacticr:s as rr'ay b=e
approved by the Lessor tram time to time_
92