HomeMy WebLinkAboutExhibit C SUB1
THIS DOCUMENT IS A SUBSTITUTION. THE
ORIGINAL CAN BE SEEN AT THE END OF THE
DOCUMENT. November 10, 2025EXECUTION VERSION
1
BH3 IG DEVELOPER LLC
COMMUNITY PUBLIC BENEFITS AGREEMENT
This Community Public Benefits Agreement (this "Community Benefits Agreement")
constitutes the Final Comprehensive Community Benefits Plan approved by THE CITY OF
MIAMI (the "City"), having an address of 444 SW 2' Avenue, 10th Floor, Miami, FL 33131,
Attention: City Manager and by BH3 IG DEVELOPER LLC and IG LUXURY LLC, each a
Delaware limited liability company (with itstheir successors and assigns, collectively, "BH3"),
having an address at c/o BH3 Management, 819 NE 2" d Avenue, Suite 500, Fort Lauderdale,
Florida 33304, Attention: Gregory Freedman, and IG RETAIL LLC, a Delaware limited
liability company ("Retail Tenant"), having an address at c/o Fort Partners, 500 W. Cypress
Creek Road, Suite 330, Fort Lauderdale, Florida 33309, Attention: Legal Department, based on
the following facts and circumstances.
1. Background and Purpose.
a. The City is the owner of that certain property located at 888 MacArthur Causeway,
Miami, Florida (the "Property").
b. Retail Tenant, IG Parking LLC, a Delaware limited liability company ("Parking
Tenant"), and Island Gardens Deep Harbour, LLC, a Delaware limited liability
company ("Marina Tenant", and together with BH3, Parking Tenant, and Retail
Tenant, collectively "Tenants"), are tenants of various portions of the Property
pursuant to various leases from the City.
c. FP IG Developer LLC, a Delaware limited liability company ("FP"), is the parent
company of Retail Tenant and Parking Tenant and is the Project Developer and
Declarant pursuant to that certain Amended and Restated Mixed Use Project
Declaration dated as of April 12, 2023, which was recorded on April 14, 2023 at CFN
2023R0251059 or Book 33665 Pages 3611-3904 in the public records of
Miami -Dade County, Florida, as amended by that certain First Amendment to
Amended and Restated Mixed Use Project Declaration dated as of July 26, 2024,
which was recorded on July 30, 2024 at CFN 2024R0571267 or Book 34334 Pages
3186-3196 and that certain Second Amendment to Amended and Restated Mixed Use
Project Declaration dated as of April 15, 2025, which was recorded on May 6, 2025
at CFN 2025R0342507 or Book 34741 Pages 4004-4011 (the "Project Dec."; all
capitalized terms not otherwise described herein shall have the meanings ascribed to
them in the Project Dec.).
d. The City and IG Luxury LLC, a wholly -owned indirect subsidiary of BH3, desire to
enter into an Agreement for Purchase and Sale for a portion of the Property
containing approximately 3.2 acres (the "Agreement").
e. In connection with the Agreement, the City and BH3 have agreed to enter into this
Community Benefits Agreement to provide a comprehensive list of the public
benefits that have previously been committed to by the Tenants in the various leases,
the Project Dec., and/or easement documents, as well as to provide for additional
community public benefits that are being committed as a condition of the Agreement
and the passing of a 2024 referendum question adopted by the City Commission by
Resolution No. R-24-0281.
FILE NO. 18468 EXHIBIT C SUB
4-
ACTIVE 699774535v2
November 10, 2025 VERSION
2. Previously proffered Community Public Benefits. Tenants previously
committed, as described below, to provide a variety of different public benefits which benefit the
public:
a. Civic Arts Endowment Trust (Project Dec. §10; Lease, Rider 1, Section §36.19)
b. Open Space and Recreation (Project Dec. §4.13, §16.9; Retail Lease §5.1.1, §6.4.2)
c. Seawall (Project Dec. §16.7)
d. Kiosks in the Promenade (Project Dec. §4.13; Retail Lease §5.1.3)
e. Entrance Blvd. (Project Dec. §4.4, §15.1; Retail Lease §6.3)
f. New Fish Market (Project Dec. §4.14; Retail Lease §5.1.2)
g. Maritime Gallery (Project Dec. §4.6; Retail Lease §5.1.5)
h. Skills Training and Employment Center (MDA §7.5)
i. First Source Hiring (MDA §7.4; Lease Rider 1 §33.1)
j. Minority and Women Participation and Equal Employment Opportunity. (Lease,
Rider §33.2)
k. Quad Parcel Beautification (Quad Parcel Easement §12)
1. Water Taxi (Project Dec. §4.18)
m. Pier Spires (MUSP Modification #2)
3. Additional proffered Community Public Benefits. BH3 hereby commits to
provide a variety of additional and/or enhanced community public benefits which benefit the
public as described below. To the extent the additional community benefits enhance, replace,
supplant or supplement the Community Benefits in paragraph 2 hereof, such provisions shall be
in accordance with this Community Benefits Agreement as follows:
a. Affordable Housing and Infrastructure Trust Fund Contribution. BH3 shall make a
total contribution of Nine Million Dollars ($9,000,000) towards the City of Miami
Affordable Housing Trust Fund and infrastructure improvements, to be paid as follows,
(i) Three Million Dollars ($3,000,000) upon receipt of the master building permit for the
Luxury Hotel, (ii) Three Million Dollars ($3,000,000) upon receipt of a Temporary
Certificate of Occupancy of Luxury Hotel Tower, and (iii) Three Million Dollars
($3,000,000) upon receipt of a Temporary Certificate of Occupancy of Lifestyle Hotel
Tower.
b. Civic Arts Endowment Trust exchanged and updated to current City of Miami Arts
in Public Places Program. The Civic Arts Endowment Trust provisions found in, inter
alia, Project Dec. §10 and Lease, Rider 1, Section §36.19, shall be stricken. Project
development will comply with the City of Miami current standards for Arts in Public
Places Chapter 62, Article XVI of the Code of the City of Miami, Florida, as amended
("City Code"), and Ordinance No. 13114, the Zoning Ordinance of the City of Miami, as
amended ("Miami 21 Code"), Article 11.
c. Additional Kiosk in Promenade for Small Business. In addition to those described in
Item 2(d) above, Retail Tenant shall construct and operate an additional Kiosk, for a total
of three (3) kiosks located within the Promenade of approximately 500-600 sf each, for
Retail Use and a minimum of one of the Kiosks shall be leased to a small business
operator and resident in the City of Miami.
2
ACTIVE 699774535v2
November 10, 2025 VERSION
d. Maritime, Ocean and Art Gallery. As an additional enhancement of Item 2(g) above,
Retail Tenant shall cause the Gallery to be operated as a display space for maritime,
ocean and/or art exhibits. Toward that end, Retail Tenant shall enter into a Sublease with
or engage a third -party nonprofit operator for that purpose. Retail Tenant shall allocate at
least 2,000 sf of space to the Gallery (the "Gallery Space") free of charge, except
payment or reimbursement of all utility usage, common area maintenance costs, and
maintenance and repair costs in or for the benefit of the Gallery Space. Retail Tenant
shall not operate the Gallery for any purpose except a maritime, ocean and art museum.
Retail Tenant may replace museum content or any museum operator as Retail Tenant
reasonably determines from time to time.
e. First Source Hiring. As an additional enhancement of Item 2(i) above, hiring for the
Project shall be prioritized in accordance with the following priority list:
i. Overtown community, or zip codes 33127, 33128, 33130, 33136, 33142, 33125,
33126, 33144, 33134, 33150 and West Coconut Grove.
ii. City residents.
iii. County Targeted Areas — 33010, 33010, 33034, 33054 and 33161
iv. County residents
v. All other employees
f. Skills and Training Employment Center. The Project shall coordinate with
community partners, such as the Miami Dade College, the Hospitality Institute and the
Hospitality Employee Advancement & Training, The Overtown Business Resource
Center, Camillus House Building Futures program, and Hermanos de la Calle
employment placement.
g.
District 5 Participation. To the extent there is Office Space in the Retail Component,
Retail Tenant will set aside for lease a minimum of three percent (3%) of such Office
Spaces for such individuals and establish preferential terms for the provision of tenant
improvements. For purposes of clarity and calculation, ancillary office spaces are not
included in the overall calculation to ascertain the three percent (3%) overall of office use
at the premises.
h. Ex -Felon Outreach. As an additional enhancement of Item 2(j) above, BH3 and FP, as
applicable, shall ensure that no less than 3 percent (3%) of its total construction
workforce will be comprised of ex -felons.
J.
Community Benefit Program Outreach. In addition to regular employment and
training notifications to be posted on customary websites, newspapers, and employment
services agencies, BH3 and FP shall each send written notification of opportunities in
training and employment to all five (5) district Commissioners offices to assist in the
notification of these opportunities. District Commissioners may request and BH3 and FP
will coordinate a workshop or application assistance to be coordinated in their district to
help facilitate completion of application forms for qualification.
City Art Enhancements Alternative to Pier Spires. The MUSP approval included the
proposal for two thirty -foot -high pier spires of Henry Flagler and Julia Tuttle at the
entrance of the Marina (Item 2(m) above), which shall be stricken and replaced by a
3
ACTIVE 699774535v2
November 10, 2025 VERSION
contribution of Two Hundred and Fifty Thousand Dollars ($250,000), payable (i)
$113,425 by BH3 and (ii) $136,575 by FP to the City of Miami Arts in Public Places
Fund for the Liberators Monuments along Biscayne Boulevard. Said contribution
amounts shall be applied for compliance and deducted from the respective City Arts In
Public Places values due from BH3 and FP pursuant to Item 3(b) above.
k. Infrastructure Enhancements and Waterfront Promenade Expansion. BH3 and City
agree to use good faith efforts to negotiate any required amendments to External
Easements, the Project Dec., Master Development Agreement, or other documents
related to the Project to reflect infrastructure enhancements and waterfront promenade
expansion (at BH3's cost) in the areas known as Easement "A", Easement "B", Easement
"C", and Easement "G", which shall memorialize the existing easements, where
applicable, to be permanent, provided that BH3 shall maintain such easements as to be
memorialized in the formal documents, all subject to Commission approval.
4. Monitoring. Commencing 90 days after the Effective Date of the Luxury Hotel
Lease and Lifestyle Hotel Lease, as applicable, and continuing until BH3 and Retail Tenant have
satisfied all their obligations under this Community Benefits Agreement, BH3 and Retail Tenant
will provide the City Manager with a written report at least quarterly setting forth their
respective progress toward satisfying its obligations under this Community Benefits Agreement.
Prior to the issuance of the final Certificate of Occupancy for the Luxury Hotel component and
Lifestyle Hotel Component, BH3 and FP, as applicable, will provide the City Manager with a
written report of their obligations under this Community Benefits Agreement. With respect to
any obligations under this Community Benefits Agreement to be satisfied after completion of all
vertical improvements for the Luxury Hotel component and Lifestyle Hotel Component, BH3
and FP, as applicable, will provide the City Manager with annual monitoring reports confirming
and evidencing satisfaction of such surviving obligations under this Community Benefits
Agreement. All reports required from BH3 and FP pursuant to this Community Benefits
Agreement 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 compliance with this Community Benefits Agreement. In addition, said reports and all
back-up information supporting said reports shall be subject to audit and inspection by the City
Manager.
5. Audit. The City Manager will have access to, and the right to audit, examine, or
reproduce, the financial books and records of BH3 and FP related to this Community Benefits
Agreement. BH3 and FP must retain all such records for a minimum period of six (6) years from
completion, 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. BH3 and FP must keep all financial records in a
manner consistent with generally accepted accounting principles. Access must be provided to the
City Manager or its agents during normal business hours to review the requested records no later
than ten (10) calendar days after the written request is made by the City Manager or its
authorized representative. Construction contracts related to this Community Benefits Agreement
shall also include the same right to audit the records of the general contractor in favor of the City
Manager. The parties do not intend for compliance with this paragraph 5 to be construed as a
waiver of the ability to assert any valid exemptions to Chapter 119, Florida Statutes, with respect
to the records inspected by the City Manager hereto.
4
ACTIVE 699774535v2
November 10, 2025 VERSION
6. Release of Obligations. Upon satisfaction of any of any of Tenants' obligations
under this Community Benefits Agreement as reasonably determined by City, Tenants will have
no further obligation to comply with, and will be automatically released from, such obligation
and at the request of such Tenant, the City Manager will execute and deliver to such Tenant a
recordable instrument reflecting that such Tenant is released from such obligation in form and
substance reasonably acceptable to such Tenant and City. For the avoidance of doubt, Tenants
shall not be released from those obligations set forth in this Community Benefits Agreement,
which, by their nature, are ongoing obligations; provided, however, that upon request of any
Tenant or any Sublessee or Lender, the City Manager shall be required to execute an estoppel in
form and substance reasonably acceptable to the City Manager and to such Tenant (or Sublessee
or Lender, as applicable) setting forth the status of such Tenant's compliance with such ongoing
obligations.
7. Assignment. Tenants may assign (a) all its obligations under this Community
Benefits Agreement in connection with Tenant's assignment of any or all of its rights under the
Project Dec. or the applicable Lease, or (b) any portion of its obligations under this Community
Benefits Agreement related to a specific component of the Project in connection with Tenant's
assignment of its rights under the applicable Lease to a lessee of such component of the Project
through a Bifurcated Lease, in each case, upon written notice given to the City Manager. Any
such notice of assignment shall indicate: (i) the name of the assignee and the assignee's contact
information, (ii) the portion of Tenant's obligations under this Community Benefits Agreement
being assigned, and (iii) any other terms or provisions applicable thereto and mutually agreed to
as between Tenant and the assignee. Upon the assignment of all of Tenant's obligations under
this Community Benefits Agreement, the assignee will be solely responsible for satisfying such
obligations and Tenant will be automatically released from all such obligations. Upon the
assignment of a portion of Tenant's obligations under this Community Benefits Agreement in
connection with a Bifurcated Lease for a specific component of the Project, the tenant under
such Bifurcated Lease will be solely responsible for satisfying such obligations, and such Tenant
will automatically be released from all such obligations.
8. Amendments. The City Manager, in his or her reasonable discretion, may
approve amendments to this Community Benefits Agreement 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 above and is at
all times in compliance with the Charter Amendment.
9. Date Calculation. For the avoidance of doubt, 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.
10. Covenant Running with the Land. This Community Benefits Agreement shall
constitute a covenant running with the land and shall be recorded, at BH3's expense, in the
public records of Miami -Dade County, Florida and shall remain in full force and effect and be
binding upon BH3 and Retail Tenant, and their heirs, successors and assigns until such time as
the same is modified or released (as further described in paragraph 6 above).
[SIGNATURES FOLLOW]
5
ACTIVE 699774535v2
November 10, 2025 VERSION
PROFFERED BY:
Signed, sealed and delivered BH3 IG DEVELOPER LLC
in the presence of:
Name:
Name:
By:
Name:
Title:
Signed, sealed and delivered IG LUXURY LLC
in the presence of:
Name:
Name:
By:
Name:
Title:
Signed, sealed and delivered IG RETAIL LLC
in the presence of:
Name:
Name:
By:
Name:
Title:
ACTIVE 699774535v2
November 10, 2025 VERSION
ACCEPTED AND APPROVED BY:
ATTEST:
TODD HANNON, CITY CLERK ARTHUR NORIEGA, CITY MANAGER
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE AND
CORRECTNESS: REQUIREMENTS:
George K. Wysong III David Ruiz, Interim Director
City Attorney Risk Management Administrator
ACTIVE 699774535v2
November 10, 2025 VERSION
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ss:
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this , 202, by on behalf of
BH3 IG DEVELOPER LLC, a Delaware limited liability company. He is personally known to
me or has produced (type or identification) as identification.
Notary Public
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ss:
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this , 202 , by on behalf of
IG LUXURY LLC, a Delaware limited liability company. He is personally known to me or has
produced (type or identification) as identification.
Notary Public
ACTIVE 699774535v2
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ss:
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this , 202, by on behalf of
IG RETAIL LLC, a Delaware limited liability company. He is personally known to me or has
produced (type or identification) as identification.
Notary Public
ACTIVE 699774535v2
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amendments\Community Benefits Agreement\BH3 Public
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BH3 Public Benefits 2025-11-10a (final)
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SUBSTITUTED.
November 10, 2025 VERSION
EXHIBIT C
BH3 IG DEVELOPER LLC
COMMUNITY PUBLIC BENEFITS AGREEMENT
This Community Public Benefits Agreement (this "Communi
constitutes the Final Comprehensive Community Benefits Plan approved by
MIAMI (the "City"), having an address of 444 SW 2nd Avenue, 10th Floor,
Attention: City Manager and by BH3 IG DEVELOPER LLC, a Delaw
company (with its successors and assigns, collectively, "BH3"), having a
Management, 819 NE 2nd Avenue, Suite 500, Fort Lauderdale, Florida 33
Freedman, and IG RETAIL LLC, a Delaware limited liability company
an address at c/o Fort Partners, 500 W. Cypress Creek Road, Suite 3
33309, Attention: Legal Depai intent, based on the following facts a
1.
a.
b.
c.
Background and Purpose.
The City is the owner of that certain property
Miami, Florida (the "Property").
Retail Tenant, IG Parking LLC, a Delawar
Tenant"), and Island Gardens Deep Har
company ("Marina Tenant", and together
collectively "Tenants"), are tenants
various leases from the City.
FP IG Developer LLC, a Delawar
company of Retail Tenant and
Declarant pursuant to that
Declaration dated as of April
2023R0251059 or Book 33
County, Florida, as ame
Restated Mixed Use Pro
on July 30, 2024 at
certain Second Am
dated as of April
or Book 3474
otherwise des
Dec.).
d. The City IG Luxury LLC, a wholly -owned indirect subsidiary of BH3, desire to
enter in . n Agreement for Purchase and Sale for a portion of the Property containing
appro ately 3.2 acres (the "Agreement").
e. In ection with the Agreement, the City and BH3 have agreed to enter into this
C unity Benefits Agreement to provide a comprehensive list of the public benefits
t have previously been committed to by the Tenants in the various leases, the Project
ec., and/or easement documents, as well as to provide for additional community
public benefits that are being committed as a condition of the Agreement and the
passing of a 2024 referendum question adopted by the City Commission by Resolution
No. R-24-0281.
reement")
CITY OF
i, FL 33131,
invited liability
dress at c/o BH3
Attention: Gregory
etail Tenant"), having
ort Lauderdale, Florida
ircumstances.
Benefits
T
to d at 888 MacArthur Causeway,
mited liability company ("Parking
LLC, a Delaware limited liability
BH3, Parking Tenant, and Retail Tenant,
of ous portions of the Property pursuant to
ACTIVE 699774535v2
ited liability company ("FP"), is the parent
ing Tenant and is the Project Developer and
n Amended and Restated Mixed Use Project
023, which was recorded on April 14, 2023 at CFN
ages 3611-3904 in the public records of Miami -Dade
d by that certain First Amendment to Amended and
Declaration dated as of July 26, 2024, which was recorded
2024R0571267 or Book 34334 Pages 3186-3196 and that
ent to Amended and Restated Mixed Use Project Declaration
025, which was recorded on May 6, 2025 at CFN 2025R0342507
ages 4004-4011 (the "Project Dec."; all capitalized terms not
ed herein shall have the meanings ascribed to them in the Project
1
SUBSTITUTED.SUBSTITUTED.
November 10, 2025 VERSION
2. Previously proffered Community Public Benefits. Tenants previ' . y
committed, as described below, to provide a variety of different public benefits which be the
public:
a. Civic Arts Endowment Trust (Project Dec. §10; Lease, Rider 1, Section §3•)
b. Open Space and Recreation (Project Dec. §4.13, §16.9; Retail Lease §5. , §6.4.2)
c. Seawall (Project Dec. § 16.7)
d. Kiosks in the Promenade (Project Dec. §4.13; Retail Lease §5.1.3)
e. Entrance Blvd. (Project Dec. §4.4, §15.1; Retail Lease §6.3)
f. New Fish Market (Project Dec. §4.14; Retail Lease §5.1.2)
g. Maritime Gallery (Project Dec. §4.6; Retail Lease §5.1.5)
h. Skills Training and Employment Center (MDA §7.5)
i. First Source Hiring (MDA §7.4; Lease Rider 1 §33.1)
j. Minority and Women Participation and Equal Employm: •pportunity. (Lease, Rider
§33.2)
k. Quad Parcel Beautification (Quad Parcel Easement
1. Water Taxi (Project Dec. §4.18)
m. Pier Spires (MUSP Modification #2)
3. Additional proffered Community Pu Benefits. BH3 hereby commits to
provide a variety of additional and/or enhanced co► unity public benefits which benefit the
public as described below. To the extent the ad.' dual community benefits enhance, replace,
supplant or supplement the Community Benefits i ragraph 2 hereof, such provisions shall be in
accordance with this Community Benefits Agr- ent as follows:
a. Affordable Housing and Infrastr re Trust Fund Contribution. BH3 shall make a
total contribution of Nine Milli ' Dollars ($9,000,000) towards the City of Miami
Affordable Housing Trust Fun. d infrastructure improvements, to be paid as follows,
(i) Three Million Dollars ($3 ' I,000) upon receipt of the master building permit for the
Luxury Hotel, (ii) Three ion Dollars ($3,000,000) upon receipt of a Temporary
Certificate of Occupanc .f Luxury Hotel Tower, and (iii) Three Million Dollars
($3,000,000) upon rec-' of a Temporary Certificate of Occupancy of Lifestyle Hotel
Tower.
b. Civic Arts Endo ent Trust exchanged and updated to current City of Miami Arts
in Public Plac rogram. The Civic Arts Endowment Trust provisions found in, inter
alia, Project ► . §10 and Lease, Rider 1, Section §36.19, shall be stricken. Project
developme ill comply with the City of Miami current standards for Arts in Public Places
Chapter . Article XVI of the Code of the City of Miami, Florida, as amended ("City
Code") ^ Ordinance No. 13114, the Zoning Ordinance of the City of Miami, as amended
("Mi. 21 Code"), Article 11.
c. tional Kiosk in Promenade for Small Business. In addition to those described in
2(d) above, Retail Tenant shall construct and operate an additional Kiosk, for a total
f three (3) kiosks located within the Promenade of approximately 500-600 sf each, for
Retail Use and a minimum of one of the Kiosks shall be leased to a small business operator
and resident in the City of Miami.
2
ACTIVE 699774535v2
d.
SUBSTITUTED.
November 10, 2025 VERSION
Maritime, Ocean and Art Gallery. As an additional enhancement of Item 2(g)
Retail Tenant shall cause the Gallery to be operated as a display space for maritim
and/or art exhibits. Toward that end, Retail Tenant shall enter into a Subleas
engage a third -party nonprofit operator for that purpose. Retail Tenant shall allo
2,000 sf of space to the Gallery (the "Gallery Space") free of charge, exce
reimbursement of all utility usage, common area maintenance costs, and
repair costs in or for the benefit of the Gallery Space. Retail Tenant sh
Gallery for any purpose except a maritime, ocean and art museum.
replace museum content or any museum operator as Retail Tenant r
from time to time.
e. First Source Hiring. As an additional enhancement of Ite
Project shall be prioritized in accordance with the following
i. Overtown community, or zip codes 33127, 33128
a- le
can
ith or
at least
ayment or
tenance and
of operate the
ail Tenant may
onably determines
i) above, hiring for the
rity list:
30, 33136, 33142, 33125,
33126, 33144, 33134, 33150 and West Coconut r .ve.
ii. City residents.
iii. County Targeted Areas 33010, 33010, 330 33054 and 33161
iv. County residents
v. All other employees
f. Skills and Training Employment Center.
partners, such as the Miami Dade Colle
Employee Advancement & Training, T
House Building Futures program, and
g.
e Project shall coordinate with community
e Hospitality Institute and the Hospitality
vertown Business Resource Center, Camillus
manos de la Calle employment placement.
District 5 Participation. To the ent there is Office Space in the Retail Component,
Retail Tenant will set aside for a se a minimum of three percent (3%) of such Office
Spaces for such individuals . establish preferential terms for the provision of tenant
improvements. For purpos .f clarity and calculation, ancillary office spaces are not
included in the overall cal' .tion to ascertain the three percent (3%) overall of office use
at the premises.
h. Ex -Felon Outreac
applicable, shall e
will be compris
i. Communi
notificatio
agencies
emplo
thes
s an additional enhancement of Item 2(j) above, BH3 and FP, as
e that no less than 3 percent (3%) of its total construction workforce
f ex -felons.
nefit Pro ram Outreach. In addition to regular employment and training
o be posted on customary websites, newspapers, and employment services
3 and FP shall each send written notification of opportunities in training and
nt to all five (5) district Commissioners offices to assist in the notification of
portunities. District Commissioners may request and BH3 and FP will coordinate
a shop or application assistance to be coordinated in their district to help facilitate
pletion of application forms for qualification.
City Art Enhancements Alternative to Pier Spires. The MUSP approval included the
proposal for two thirty -foot -high pier spires of Henry Flagler and Julia Tuttle at the
entrance of the Marina (Item 2(m) above), which shall be stricken and replaced by a
3
ACTIVE 699774535v2
SUBSTITUTED.
November 10, 2025 VERSION
contribution of Two Hundred and Fifty Thousand Dollars ($250,000), payable (i) $11 5
by BH3 and (ii) $136,575 by FP to the City of Miami Arts in Public Places Fund the
Liberators Monuments along Biscayne Boulevard. Said contribution amount all be
applied for compliance and deducted from the respective City Arts In Public P s values
due from BH3 and FP pursuant to Item 3(b) above.
k. Infrastructure Enhancements and Waterfront Promenade Ex s ansio : H3 and City
agree to use good faith efforts to negotiate any required amen. s is to External
Easements, the Project Dec., Master Development Agreement, or at, documents related
to the Project to reflect infrastructure enhancements and waterfros omenade expansion
(at BH3's cost) in the areas known as Easement "A", Easemen " . ', Easement "C", and
Easement "G", which shall memorialize the existing easeme where applicable, to be
permanent, provided that BH3 shall maintain such easement • . to be memorialized in the
formal documents, all subject to Commission approval.
4. Monitoring. Commencing 90 days after the ctive Date of the Luxury Hotel
Lease and Lifestyle Hotel Lease, as applicable, and contiu• until BH3 and Retail Tenant have
satisfied all their obligations under this Community Bene Agreement, BH3 and Retail Tenant
will provide the City Manager with a written report at 1 , quarterly setting forth their respective
progress toward satisfying its obligations under this C ' unity Benefits Agreement. Prior to the
issuance of the final Certificate of Occupancy for th 4 xury Hotel component and Lifestyle Hotel
Component, BH3 and FP, as applicable, will pro e the City Manager with a written report of
their obligations under this Community Benef• Agreement. With respect to any obligations
under this Community Benefits Agreemen be satisfied after completion of all vertical
improvements for the Luxury Hotel compo ► and Lifestyle Hotel Component, BH3 and FP, as
applicable, will provide the City Man, with annual monitoring reports confirming and
evidencing satisfaction of such survivi s .ligations under this Community Benefits Agreement.
All reports required from BH3 and FP suant to this Community Benefits Agreement shall be in
a form required by the City Manage d shall contain such information and include such back-up
information as may be reasonabl .uired by the City Manager to confirm compliance with this
Community Benefits Agreeme addition, said reports and all back-up information supporting
said reports shall be subject t. . dit and inspection by the City Manager.
5. Audit. ity Manager will have access to, and the right to audit, examine, or
reproduce, the financia .oks and records of BH3 and FP related to this Community Benefits
Agreement. BH3 anmust retain all such records for a minimum period of six (6) years from
completion, or for longer period of time as required by federal or state law or in connection
with the complet• of any audit in progress. BH3 and FP must keep all financial records in a
manner consist = ith generally accepted accounting principles. Access must be provided to the
City Manage its agents during normal business hours to review the requested records no later
than ten (11 .lendar days after the written request is made by the City Manager or its authorized
represent e. Construction contracts related to this Community Benefits Agreement shall also
include same right to audit the records of the general contractor in favor of the City Manager.
The p es do not intend for compliance with this paragraph 5 to be construed as a waiver of the
abi ' to assert any valid exemptions to Chapter 119, Florida Statutes, with respect to the records
i -cted by the City Manager hereto.
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6. Release of Obligations. Upon satisfaction of any of any of Tenants' ligations
under this Community Benefits Agreement as reasonably determined by City, Te s will have
no further obligation to comply with, and will be automatically released from, suc ' . ligation and
at the request of such Tenant, the City Manager will execute and deliver uch Tenant a
recordable instrument reflecting that such Tenant is released from such obi' ion in form and
substance reasonably acceptable to such Tenant and City. For the avoida of doubt, Tenants
shall not be released from those obligations set forth in this Communi ► : enefits Agreement,
which, by their nature, are ongoing obligations; provided, however, upon request of any
Tenant or any Sublessee or Lender, the City Manager shall be requir o execute an estoppel in
form and substance reasonably acceptable to the City Manager and uch Tenant (or Sublessee
or Lender, as applicable) setting forth the status of such Tenant' s pliance with such ongoing
obligations.
7. Assignment. Tenants may assign (a) all it .ligations under this Community
Benefits Agreement in connection with Tenant's assignm: of any or all of its rights under the
Project Dec. or the applicable Lease, or (b) any portion is obligations under this Community
Benefits Agreement related to a specific component . " e Project in connection with Tenant's
assignment of its rights under the applicable Lease lessee of such component of the Project
through a Bifurcated Lease, in each case, upon wri otice given to the City Manager. Any such
notice of assignment shall indicate: (i) the naof the assignee and the assignee's contact
information, (ii) the portion of Tenant's obligs under this Community Benefits Agreement
being assigned, and (iii) any other terms or p isions applicable thereto and mutually agreed to
as between Tenant and the assignee. Upon . ssignment of all of Tenant's obligations under this
Community Benefits Agreement, the a ee will be solely responsible for satisfying such
obligations and Tenant will be auto ally released from all such obligations. Upon the
assignment of a portion of Tenant's igations under this Community Benefits Agreement in
connection with a Bifurcated Lease ` a specific component of the Project, the tenant under such
Bifurcated Lease will be solely re .nsible for satisfying such obligations, and such Tenant will
automatically be released from . ch obligations.
8. Amendment • he City Manager, in his or her reasonable discretion, may approve
amendments to this Com ty Benefits Agreement provided that any such amendment does not
materially decrease the tvalue of the community benefits to be provided to the City and does
not materially change, any respect, the community benefits set forth above and is at all times in
compliance with the .rter Amendment.
9. D Calculation. For the avoidance of doubt, Business Days shall mean Monday
through Friday cluding legal holidays in the City of Miami, Florida. Unless otherwise identified
as Business ) s, any reference to days shall refer to calendar days.
11 Covenant Running with the Land. This Community Benefits Agreement shall
consti . covenant running with the land and shall be recorded, at BH3's expense, in the public
recor• .f Miami -Dade County, Florida and shall remain in full force and effect and be binding
upo . H3 and Retail Tenant, and their heirs, successors and assigns until such time as the same is
fied or released (as further described in paragraph 6 above).
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[SIGNATURES FOLLOW]
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PROFFERED BY:
Signed, sealed and delivered BH3 IG DEVELOPER LLC
in the presence of:
Name:
Name:
By:
Name:
Title:
Signed, sealed and delivered IG RETAIL L
in the presence of:
Name:
Name:
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By:
November 10, 2025 VERSIO
itle:
SUBSTITUTED.
ACCEPTED AND APPROVED BY:
ATTEST:
TODD HANNON, CITY CLERK
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
George K. Wysong III
City Attorney
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ARTHUR NORIEGA, MANAGER
APPROVED AS SURANCE AND
REQUIREMEN
David R
Risk M
terim Director
gement Administrator
SUBSTITUTED.
November 10, 2025 VERSIO
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ss:
The foregoing instrument was acknowledged before me by mean ❑ physical presence
or ❑ online notarization, this , 202, by on behalf of
BH3 IG DEVELOPER LLC, a Delaware limited liability compa e is personally known to
me or has produced (type or identification) as identifi
Notary Public
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ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ss:
The foregoing instrument was acknowledged before me by mean ❑ physical presence
or ❑ online notarization, this , 202, by on behalf of
IG RETAIL LLC, a Delaware limited liability company. He is p- .nally known to me or has
produced (type or identification) as identification.
Notary Public
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