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HomeMy WebLinkAbout25544AGREEMENT INFORMATION AGREEMENT NUMBER 25544 NAME/TYPE OF AGREEMENT BH3 IG DEVELOPER LLC DESCRIPTION 1ST AMENDMENT TO MASTER DEVELOPMENT AGREEMENT/EXTEND TERM OF LEASE, CONVEY POSITION IN THE LUXURY HOTEL LEASE & RESIDENCES LEASE TO DEVELOPER, PERMIT CONDOMINIUM FORM OF OWNERSHIP & AMEND THE MDA, PROJECT DECLARATION & FORM LEASES TO PERMIT OFFICE USES/FILE ID: 17248/R- 25-0059/MATTER ID: 23-3410 EFFECTIVE DATE April 15, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/15/2025 DATE RECEIVED FROM ISSUING DEPT. 4/16/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Real Estate and Asset Management (DREAM) DEPT. CONTACT PERSON: Gabriela Alfonsin EXT.1461 NAME OF CONTRACTUAL PARTY/ENTITY: IS THIS AGREEMENT TO BE EXPEDITED/RUSH TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ YES NO FUNDING INVOLVED? OYES NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY: Amendments related to the redevelopment of Watson Island PURPOSE OF ITEM: 1) First Amendment to Master Development Agreement 2) First Amendment to Parking Component Ground Lease 3) First Amendment to Retail Component Ground Lease COMMISSION APPROVAL DATE: 02/27/25 FILE ID: 17248 ENACTMENT NO: R-25-0059 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR April 2, 2025 PRINT: Andrew Frey 1 14:21:28 EDT SIGNATURE: Il DocuSigned b, r A^d�^''^' F SUBMITTED TO RISK MANAGEMENT N/A PRINT: 9AB076EDCF7E SIGNATURE: SUBMITTED TO CITY .IMB Matter ID 23-3410 ,�E¢¢n.h,t�aERNEY ,,1/ April 3 , 2025 IArl- } 53 432klib PRINT: GEORGE K. WYSONG It� SONG II xiU :PQ7 EDT Docusignedb! a,blri�t, 88776E9FE882o_ DocuSignedb (A411 y SpV uvi,97E1 I ,—DocuSigned 1 N APPROVAL BY ASSISTANT CITY MANAGER April 11, 2025 PRINT: Larry spring 1 15:27:24 EDT SIGNATURE PRINT: NATASHA COLEBROOK-Rii,I.i Q 58 EDT APPROVAL BY DEPUTY CITY MANAGER April 14, 202S5IGJN RECEIVED BY CITY MANAGER April 14, 2025SIGNAE: PRINT: ART NORIEGA, V 112TUR:18:37 EDT \s—o cusg edFi grquAr i SUBMITTED TO THE CITY CLERK April 15, 202 PRINT: TODD B. HANNON IdN7A3,7$i24 EDT 850CF6C372E DocuSigned b' PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER 1 4CD... y: A41R D'42 FIRST AMENDMENT TO MASTER DEVELOPMENT AGREEMENT This FIRST AMENDMENT TO MASTER DEVELOPMENT AGREEMENT, dated as of April 15 _ , 2025 (the "Amendment"), between the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida (the "City"), and BH3 IG DEVELOPER LLC, a Delaware limited liability company ("Developer", and together with the City, collectively, the "Parties", and each, individually, a "Party"). RECITALS A. The City and Flagstone Island Gardens, LLC, a Delaware limited liability company ("Flagstone") entered into that certain Master Development Agreement, dated April 13, 2020 (as amended, supplemented or otherwise modified from time to time, the "MDA"). Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the MDA. B. Attached to the MDA (i) as Exhibit 3 is the form of Generic Ground Lease Terms (Rider 1) (the "Form Rider 1"), (ii) as Exhibit 4 is the form of Luxury Hotel Lease (the "Form Luxury Hotel Lease"), (iii) as Exhibit 5 is the form of Lifestyle Hotel Lease (the "Form Lifestyle Hotel Lease"), and (iv) as Exhibit 6 is the form of Residences Lease (the "Form Residences Lease", and together with the Form Luxury Hotel Lease and Form Lifestyle Hotel Lease, collectively, the "Form Base Leases", and together with the Form Rider 1, collectively the "Form Leases") C. Flagstone assigned Developer its interest in the MDA pursuant to that certain MDA Assignment of Rights, dated April 12, 2023. D. This Amendment was negotiated pursuant to the authority expressly conferred by the Charter of the City of Miami, as amended, pursuant to a majority vote of the City of Miami voters authorizing the City to (a) extend the terms of the Form Leases to a total of 99 years, inclusive of extension options, from the date of this Amendment, (b) convey the City's position in the Luxury Hotel Lease and the Residences Lease to Developer, (c) amend the Form Leases to permit a condominium form of ownership, and (d) amend the MDA, the Project Declaration, and any Form Leases as required to permit office uses. E. The Parties hereto desire to amend the MDA on the terms and subject to the conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Tenants. The City acknowledges and agrees that references to Tenant under each Ground Lease shall be as follows: (i) for the Parking Component, the Tenant is IG Parking LLC, a Delaware limited liability company; (ii) for the Retail Component, the Tenant is IG Retail LLC, 1 a Delaware limited liability company; (iii) for the Residences Component, the Tenant is IG Residences LLC, a Delaware limited liability company; (iv) for the Luxury Hotel Component, the Tenant is IG Luxury LLC, a Delaware limited liability company; (v) for the Lifestyle Hotel Component, the Tenant is IG Lifestyle LLC, a Delaware limited liability company. 2. All Form Leases. At or immediately prior to the execution of any of the Form Leases, the following provisions, terms or definitions shall be modified as follows: (a) Initial Term. The "Initial Term" of each Form Lease shall be changed from forty-five (45) years from the Commencement Date to sixty-nine (69) years from the Commencement Date. (b) Referendum. The following shall be added to the end of the definition of "Referendum": ", as amended or modified by any subsequent referendum of the City of Miami and/or applicable Laws". (c) Construction Manager. "Construction Manager" as referenced in each Form Lease shall be changed to reference IG Development Manager LLC, a Delaware limited liability company. (d) Definition of Gross Revenues for Residences. In Section II of Exhibit B, related to the definition of "Gross Revenues" for the Residences, "Approved Time Share Licenses" is replaced with "Condominium Units". 3. Luxury Hotel Lease and Lifestyle Hotel Lease. The leasehold condominium provisions set forth on Exhibit A attached hereto shall be added to the Form Luxury Hotel Lease and the Form Lifestyle Hotel Lease, with the "Added and Modified Definitions" to be added and modified in Section 1.2 and throughout the body, as applicable, and the "Added Section" added immediately following the existing Section 7.3 of the Form Luxury Hotel Lease and the Form Lifestyle Hotel Lease as a new Section 8. 4. Residences Lease. The following provisions shall be modified in the Form Residences Lease as follows: (a) Definition of Resident Licensee. The term "Resident Licensee" used in Section 1.2 of the Form Residences Lease shall be deleted in its entirety, and the use of such term shall be replaced with "Unit Owner" in all instances throughout the Form Residences Lease. (b) Resident SNDAs. Section 6 and Exhibit E shall be deleted in their entirety. (c) Leasehold Condominium Provisions. The leasehold condominium provisions set forth on Exhibit A attached hereto shall be added to the Form Residences Lease, with the "Added and Modified Definitions" to be added and modified in Section 1.2 and throughout the body, as applicable, and the "Added Section" added immediately following the existing Section 8.2 of the Form Residences Lease as a new Section 9. 2 5. Community Benefits. In connection with the amendments contemplated herein, Developer agrees to provide the following community benefits, with further details to be set forth in a definitive Community Public Benefits Agreement to be approved by the City and executed by Developer in connection with the conveyance of the Residences Component and the Luxury Hotel Component: (a) 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. (b) Additional Kiosk in Promenade for Small Business. Retail Tenant shall construct and operate an additional Kiosk in addition to those described in Item 2(d) above, 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. (c) Maritime, Ocean and Art Gallery. As an additional enhancement of Item 2(g) above, Tenant shall arrange for the Gallery to be operated as a display space for maritime, ocean and/or art exhibits. Toward that end, Tenant shall enter into a Sublease with or engage a third -party nonprofit operator for that purpose. 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. Tenant shall not operate the Gallery for any purpose except a maritime, ocean and art museum. Tenant may replace museum content or any museum operator as Tenant reasonably determines from time to time. (d) First Source Hiring. As an additional enhancement of Item 2(i) above, hiring 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 (e) Skills and Training Employment Center. To be coordinated with community partners, such as the Miami Dade College, the Hospitality Institute and the Hospitality Employee Advancement & Training, The Overtown Business Resource Center, 3 Camillus House Building Futures program, and Hermanos de la Calle employment placement. (f) District 5 Participation. The program will set aside for lease a minimum of three percent (3%) of such new 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. (g) Ex -Felon Outreach. As an additional enhancement of Item 2(j) above, Tenant shall ensure that no less than 3 percent (3%) of its total construction workforce for the Project will be comprised of ex -felons. (h) Community Benefit Program Outreach. In addition to regular employment and training notifications to be posted on customary websites, newspapers, and employment services agencies, Tenant shall 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 Tenant will coordinate a workshop or application assistance to be coordinated in their district to help facilitate completion of application forms for qualification. (i) 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 contribution of Two Hundred and Fifty Thousand Dollars ($250,000) to the City of Miami Arts in Public Places Fund for the Liberators Monuments along Biscayne Boulevard. Said contribution amount shall be applied for compliance and deducted from the City Arts In Public Places values due pursuant to paragraph 2(b) above. (j) Expanded Waterfront Promenade 1 (Tract G). In exchange for exclusive easement rights in Tract G (the area extending South from the leased premises), the Tract G Easement shall be amended to provide that Tenant shall extend the waterfront promenade in this area to include the installation of a new seawall and promenade improvements to be open to the general public, which may be used for waterfront activation events, uses, gatherings spaces and/or temporary structures, permanent structures permitted in CS (Civic Space) zoning, installation of utilities, and the ongoing maintenance of such areas during the lease term, provided that any improvements shall conform with the City's applicable regulations and standards, including applicable waterfront regulations and standards. These improvements will add approximately 210 linear feet of additional public waterfront promenade. (k) Infrastructure Enhancements (Tract D). The Tract D Easement (i.e. located South of Entrance Blvd. extending easterly) shall be amended to allow for the installation of public utilities benefitting Watson Island. Tenant shall be responsible for the installation of said utilities pursuant to Miami Dade Water & Sewer Agreements entered by Tenant. 4 (1) Expanded Waterfront Promenade 2 (Parcel 3. a/k/a Quad Parcel). In exchange for exclusive easement rights in Parcel 3 (a/k/a Quad Parcel), the Parcel 3 Easement shall be amended to include, in addition to the previous committed improvements, infrastructure resiliency improvements and be open to the general public, other activation events, uses, gatherings spaces and/or temporary structures, permanent structures permitted in CS (Civic Space) zoning, installation of utilities and the ongoing maintenance of such areas during the lease term, provided that any improvements shall conform with the City's applicable regulations and standards, including applicable waterfront regulations and standards. 6. Zoning Letters. The matters addressed in the following documents are permitted uses at the Project in accordance therewith: (a) that certain zoning verification letter issued by the City on or about September 20, 2023 (the "2023 ZVL"), (b) that certain zoning verification letter issued by the City on or about June 21, 2024 (the "2024 ZVL"), (c) that certain letter issued by Greenberg Traurig and confirmed by the City Department of Real Estate and Asset Management (DREAM) on or about June 24, 2024 (the "DREAM Letter"), and (d) that certain zoning interpretation 2024-001 — Update to Limited Kitchen Facilities Zoning Interpretation 2014-005, issued by the City Office of Zoning on or about May 24, 2024 (the "Zoning Interpretation"). 7. Notices. Exhibit 11 of the MDA and Section 35.1 of Rider 1 (and any references to Developer and/or Tenant's address in the MDA or Form Base Leases) are hereby (or shall be) amended to replace the addresses of the Tenant as follows: If to Tenant, at: with a copy to: 8. Miscellaneous. BH3 IG Developer LLC 819 NE 2nd Ave, Suite 500 Fort Lauderdale, Florida 33304 Attn: Greg Freedman & Josh Babbitt Email: greg@bh311c.com & josh@bh311c.com Greenberg Traurig, P.A. 333 SE 2nd Ave, Suite 4400 Miami, Florida 33131 Attn: Steve Bassin, Esq. Email: bassins@gtlaw.com (a) Recitals. The Recitals contained in this Amendment are incorporated as if fully set forth herein. (b) Ratification. Except as expressly provided in this Amendment, all of the terms and provisions of the MDA are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. On and after the date hereof, each reference in the MDA to "this Agreement", "the Agreement", "hereunder", "hereof', "herein", or words of like import, and each reference to the MDA (or "Master Development Agreement") in any other agreements, documents or instruments executed and delivered pursuant to, or in 5 connection with, the MDA, will mean and be a reference to the MDA as amended by this Amendment. (c) Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns. (d) Headings. All titles are for convenience or reference only and shall be disregarded when interpreting any of this Amendment's provisions. (e) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. PDF signatures shall be binding as original. (f) Entire Agreement. Except the Settlement Agreement, the MDA, the Ground Leases, and this Amendment represents the entire agreement between the parties on the subject matter agreed to and supersedes any and all previous agreements and understandings between the Parties. No representations, inducements, promises, or agreements between the Parties not embodied or described in this Amendment (except those contained in the MDA, Settlement Agreement or the Ground Leases) shall be of any force or effect. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. Signed, sealed and delivered in the presence of: DocuSigned by: Fridt..4440, A2rt.04141,- 9444.41, 34DA28FE476B4E9... ric i i ooa rc� i iai iuc�-.itl ers DocuSigned by: —' AEC6C1 E736AA418... Name: vielia Perez Signed by: ATTEST: T-°F� DocuSigned by: r E46D7560DCF1459... APPROVED AS TO INSURANCE AND REQUIREMENTS: ,—DocuSigned by: 14BA49B74866449... Ann -Marie Sharpe, Director Risk Management Administrator CITY: CITY OF MIAMI, a municipal corporation of the Sty*P ^f ,—DocuSigned by: argutr Novi By Name A rl"r Non-ega Title: City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: [rt 4 wysatAl 88776E9FE88248B... George K. Wysong III City Attorney DEVELOPER: ^� Initial J!/ Matter ID: 23-3410 Signed, sealed and delivered in the presence BH3 IG D VE OPER LLC, a Delaware of: /7 limited liaiajity cc npany By Name: r Q S 1 1P,4r1 Title: c twit), - `' EXHIBIT A LEASEHOLD CONDOMINIUM PROVISIONS Added and Modified Definitions: 1. The following definitions shall be added to Section 1.2 of each Form Lease: (a) "Condominium Act" shall mean the Florida Condominium Act, Chapter 718, Florida Statutes, and all amendments, modifications, supplements and replacements thereof and all regulations with respect thereto, now or hereafter enacted or promulgated. (b) "Condominium Association" means the condominium association referenced by the Condominium Declaration as the entity responsible for the operation of the Leasehold Condominium. (c) "Condominium Declaration" shall mean the declaration of condominium for the Leasehold Condominium, to be recorded in the Public Records of Miami -Dade County, Florida (d) "Condominium Documents" means all documents necessary for the creation of all or a portion of the Premises as a leasehold condominium and the operation of the Condominium Association, all in accordance with the Condominium Act and all other applicable Laws and recorded or filed with any Government, including the condominium declaration, and the articles of incorporation and by-laws of the Condominium Association, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time. (e) "Condominium Premises" means all or a portion of the Premises encumbered by the Condominium Declaration. (f) "Condominium Unit" means the condominium units comprising a part of the Leasehold Condominium. (g) "Unit Owner" means any Person that purchases a Condominium Unit. 2. The following defined terms and associated uses, as applicable, shall be modified in Section 1.2 and throughout the body, as applicable, of each Form Lease: (a) The definitions of "Approved Timeshare License", "Residence License" and "Timeshare/Fractional Unit(s)", as applicable, used in the applicable Form Lease shall be deleted in their entirety, and the use of such terms shall be replaced with "Condominium Unit" in all instances. Added Section: [§]. LEASEHOLD CONDOMINIUM [§].1. During the Term, Tenant shall be permitted from time to time, to create one or more leasehold condominium regimes (a "Leasehold Condominium") pursuant to the Condominium Act, on all or a portion of the Premises, without any further consent of the Landlord. Notwithstanding the foregoing, nothing herein shall be construed as a waiver of Landlord's regulatory and/or police power to grant or deny development approvals or consent to Leasehold Improvements under Landlord's regulatory and/or police power when the City is reviewing same as a governmental agency versus as a Landlord. Tenant shall give written notice to Landlord specifying the name and address of any Condominium Association to which notices required by this Lease shall be sent, and a copy of the Condominium Documents. Landlord shall reasonably cooperate with Tenant and execute any documents reasonably required by Tenant for the creation, maintenance or operation of such Leasehold Condominium. [§].2. Until the Leasehold Condominium/s are created, Tenant agrees to promptly pay when due all maintenance, insurance and financial obligations under this Lease as it relates to the Premises and all other expenses incurred in the use and operation therefor; provided, however, upon recordation of the Condominium Declaration on the Condominium Premises in the Public Records of the County in Miami -Dade, Florida, all obligations, including the maintenance, insurance and financial obligations under this Lease as it relates to the Condominium Premises shall automatically be transferred to the Condominium Association, with Tenant released from those obligations upon transfer to the Condominium Association. Upon recordation as aforesaid, Tenant shall no longer be obligated to Landlord for maintenance, repair or other operational obligation under the Lease as it relates to the Condominium Premises and Landlord shall look solely to the Condominium Association with respect to same. From and after the date of the transfer of the obligations to the Condominium Association, all possessory rights as it relates to the Condominium Premises shall remain with Tenant or its successors in interest (including Unit Owners and their mortgagees) and the Condominium Units shall remain "freely transferable" and may be sold, conveyed, leased, subleased and mortgaged (including, without limitation, first mortgages, second mortgages and home equity lines), without the consent of Landlord; provided that no sale or transfer of any Condominium Unit shall release or limit the liability or obligations of the Condominium Association under this Lease. Upon recordation of the Condominium Declaration, Tenant shall no longer be obligated for the payment of Rent or other financial obligations as it relates to the Condominium Premises, rather same should be the obligation of the Condominium Association, which would include the Rent and other financial obligations in the budget of the Condominium Association to be collected from Unit Owners as part of the assessments made against Unit Owners. [§].3. To protect against a default by the Condominium Association and/or failure by one (1) Unit Owner resulting in a termination of this Lease, upon recordation of the Condominium Declaration, Landlord hereby releases its remedy of termination of the Lease and instead accepts an assignment of the Condominium Association's remedies against a defaulting Unit Owner as provided in the Condominium Declaration. Following the creation of the Leasehold Condominium, in no event may the Lease be terminated by Landlord, until the expiration of the Term of the Lease in accordance with its terms. [§].4. Following the creation of the Leasehold Condominium, the Lease does not hereby contain a reservation of the right of possession or control of the Condominium Premises by Landlord or any Person other than Unit Owners or the Condominium Association and shall not create rights to possession or use of the Condominium Premises in any parties other than Tenant or Unit Owners. Any such rights in favor of Landlord, if they exist on the date hereof, shall be eliminated following the recordation of the Condominium Declaration. [§].5. In any action by Landlord to enforce a lien for Rent payable or in any action by the Condominium Association or a Unit Owner with respect to the obligations of the Tenant or Landlord under the Lease, the Unit Owner or the Condominium Association may raise any issue or interpose any defense, legal or equitable, that he or she or it may have with respect to the Landlord's obligations under the Lease. If the Unit Owner or the Condominium Association initiates any action or interposes any defense other than payment of Rent under the Lease, the Unit Owner or the Condominium Association shall, upon service of process upon Landlord, pay into the registry of the court any allegedly accrued Rent and the Rent which accrues during the pendency of the proceeding, when due. If the Unit Owner or the Condominium Association fails to pay the Rent into the registry of the court, the failure constitutes an absolute waiver of the Unit Owner' s or Condominium Association' s defenses other than payment, and Landlord is entitled to default, provided, however, that in no event shall the Lease be terminated. The Unit Owner or the Condominium Association shall notify Landlord of any deposits. When the Unit Owner or the Condominium Association has deposited the required funds into the registry of the court, Landlord may apply to the court for disbursement of all or part of the funds shown to be necessary for the payment of taxes, mortgage payments, maintenance and operating expenses, and other necessary expenses incident to maintaining and equipping the leased facilities or necessary for the payment of other expenses arising out of personal hardship resulting from the loss of rental income from the leased facilities. The court, after an evidentiary hearing (to the extent required by law), may award all or part of the funds on deposit to Landlord for such purpose. The court shall, to the extent required by law, require Landlord to post bond or other security, as a condition to the release of funds from the registry, when the value of the Condominium Premises and improvements, apart from the Lease itself, is inadequate to fully secure the sum of existing encumbrances on the Condominium Premises and the amounts released from the court registry. When the Condominium Association or Unit Owners have deposited funds into the registry of the court pursuant to this subsection and the Unit Owners and Condominium Association have otherwise complied with their obligations under the Lease, other than paying Rent into the registry of the court rather than to Landlord, Landlord cannot hold the Condominium Association or Unit Owners in default on their rental payments nor may Landlord file liens or initiate foreclosure proceedings against Unit Owners. If Landlord, in violation of this subsection, attempts such liens or foreclosures, then Landlord may be liable for damages plus attorneys' fees and costs that the Condominium Association or Unit Owners incurred in satisfying those liens or foreclosures, to the extent required by law. For avoidance of doubt, in no event shall a foreclosure or lien right exercised against the Condominium Association or Unit Owners by Landlord result in a termination of the Lease, regardless of the nature of the default. [§].6. To the extent applicable, Section 718.401(1)(e) of the Condominium Act shall apply if the recreational facilities or other commonly used facilities of the Leasehold Condominium are not completed as of the date the Leasehold Condominium is created. [§].7. The Parties intend that, as of the date hereof, this Lease complies with all requirements of the Condominium Act for the creation of a Leasehold Condominium. Upon written request of Tenant, and subject to any procedural requirements of the City, the Landlord shall enter into an amendment to this Lease, to modify the terms and provisions of the Lease (if any) which do not comply with Section 718.401 of the Condominium Act (or any successor provision thereto) such that the Lease, as so modified, shall fully comply with Section 718.401 of the Condominium Act (or any successor provision thereto) such that the Premises may be submitted to the condominium form of ownership . [§].8. For the avoidance of doubt and notwithstanding anything in this Lease to the contrary, the creation of the Leasehold Condominium, the sale of Condominium Units and the formation of the Condominium Association are all expressly approved by the Landlord and the Landlord acknowledges and agrees that the Condominium Units shall remain "freely transferable" and may be sold, conveyed, leased, subleased and mortgaged (including without limitation first mortgages, second mortgages and home equity lines), without the consent of Landlord, and in each case, none of the foregoing actions or any of the other provisions of Section 9 shall constitute violations of any transfer provisions of the Lease. ACORD° CERTIFICATE OF LIABILITY INSURANCE 41/1.---- 4/12/2025 DATE (MM/DD/YYYY) 3/28/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC m CA CA license #0F15767 3280 Peachtree Rd. NE, Ste. 1000 Atlanta GA 30305 (404) 460-3600 CONT NAMEACT PHONE FAX (A/CExt): (A/C, No): ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Evanston Insurance Company 35378 INSURED BH3 IG Developer LLC 1524075 IG Retail LLC IG Parking LLC INSURER B : Nautilus Insurance Company 17370 INSURER C : INSURER D : 819 NE 2nd Avenue, Suite 500 Fort Lauderdale FL 33304 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 21314256 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBERPOLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 3AA774360 4/12/2024 4/12/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 Deductible: $0 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ Excluded $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY NOT APPLICABLE COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ XXXQ�X�CS( BODILY INJURY (Per accident) $ XXX��X�CS� PROPERTY DAMAGE (Per accident) $ XXX��X�CS� $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y N AN1310811 4/12/2024 4/12/2025 EACH OCCURRENCE $ 5,000,000 $ 5,000,000 $ AGGREGATE DED X RETENTION $ $0 Prod/Comp Ops WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A NOT APPLICABLE PER STATUTE OTH- ER E.L. EACH ACCIDENT $ XXX�CS� E.L. DISEASE - EA EMPLOYEE $ XXX0�X'�0( E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. Re: 888 MacArthur Causeway, Miami, FL, 33132. City of Miami is included as additional insured if required by written contract with respect to General Liability and Excess Liability per the terms and conditions of the policy. City of Miami is included as additional insured on a Primary and Non-contributory basis if required by written contract with respect to General Liability per the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION 21314256 City Of Miami, FL 444 SW 2nd Avenue Miami, FL 33130 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE "1-Yn ACORD 25 (2016/03) © 1988-201i5 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1-9= BH 3 MANAGEMENT BH3 IG DEVELOPER LLC c/o BH3 Management LLC 819 NE 2nd Avenue 1 Suite 500 Fort Lauderdale, Florida 33304 April 1, 2025 VIA E-MAIL Ms. Gabriela Alfonsin, MPA Lease Manager, City of Miami 14 NE 1st Avenue, 2nd Floor Miami, FL 33132 Email: GAlfonsin@miamigov.com Re: Watson Island Insurance Requirement Dear Ms. Alfonsin: Pursuant to (i) that certain Ground Lease by and between the City of Miami and Flagstone Island Gardens, LLC ("Flagstone") dated as of April 13, 2020, as assigned to Island Gardens Retail Experience, LLC ("IGRE") pursuant to the Assignment and Assumption of Ground Lease (Retail) from Flagstone to IGRE dated as of April 13, 2020, and as assigned to IG Retail LLC ("IG Retail") pursuant to the Assignment and Assumption of Retail Ground Lease from IGRE to IG Retail LLC dated as of April 12, 2023 (the "Retail Ground Lease") and (ii) that certain Ground Lease by and between the City of Miami and Flagstone dated as of April 13, 2020, as assigned to Island Gardens Parking Structures, LLC ("IGPS") pursuant to the Assignment and Assumption of Ground Lease (Parking) from Flagstone to IGPS dated as of April 13, 2020, and as assigned to IG Parking LLC ("IG Parking") pursuant to the Assignment and Assumption of Parking Ground Lease from IGPS to IG Parking LLC dated as of April 12, 2023 (the "Parking Ground Lease" and together with the Retail Ground Lease, the "Leases"), IG Retail and IG Parking (collectively, the "Tenants") submit this letter with respect to insurance requirements for the Leases. As of the current date, there are no permanent structures on the land leased by Tenants pursuant to the Leases, and construction of the permanent structures has not yet commenced. Tenants have no employees and no automobiles, and therefore Tenants do not require Workers' Compensation Insurance or Automobile Insurance Please do not hesitate to contact me at (917) 414-1187 or via email at josh@bh311c.com if you have any questions. Thank you for your time and attention. Yours truly, „ UG.eedt J hua Babbitt, General Counsel cc: Via Email to: James M. Brako, Esq, Assistant City Attorney (JBrako@miamigov.com) and Arthur Noriega, City Manager, City of Miami (ANoriega@miamigov.com) 819 NE 2nd Avenue 1 Suite 500 Fort Lauderdale, FL 954.416.3140 162 Adams Street 1 Suite 101 Denver, CO 720.452.7818 56 West 22nd Street 1 10th Floor New York, NY 646.289.8688 AGENDA ITEM SUMMARY FORM File ID: #17248 Date: 02/13/2025 Commission Meeting Date: 02/27/2025 Requesting Department: Department of Real Estate and Asset Management Sponsored By: Damian Pardo District Impacted: District 2 Type: Resolution Subject: Authorize - Amendment Agrnmt - Watson Island Purpose of Item: A Resolution of the Miami City Commission, with attachment(s), authorizing and directing the City Manager to negotiate, approve, and execute, as applicable, a first amendment to master development agreement, a first amendment to retail component ground lease, a first amendment to parking component ground lease, and a second amendment to amended and restated mixed use project declaration, each with respect to a portion of City of Miami ("City") owned property located at 888 MacArthur Causeway, more particularly described in Exhibit A attached and incorporated hereto ("Property"), a partial release and modification of the deed restrictions set forth in deed no. 19447 ("partial release"), between the city and the State of Florida internal improvement trust fund, through the State of Florida department of Environmental Protection ("FDEP"), and other documents ancillary thereto, which shall be subject to approval by the Miami City commission by a 4/5th affirmative vote, in connection with the development of the property by BH3 IG Developer LLC, a Delaware limited liability company ("Developer"), all in a form acceptable to the City attorney; further authorizing the City manager to negotiate and execute all other necessary documents, including amendments and modifications, and other required documents to allow the Developer to finalize required permitting, in a form acceptable to the City attorney, as may be necessary to complete the aforementioned partial release subject to all federal, state, and local laws that regulate such transactions. Background of Item: The City is the owner of that certain tract of land on Watson Island comprising approximately 10.6 acres and located at 888 Macarthur Causeway, Miami, Florida ("Property").Flagstone Island Gardens, LLC ("Flagstone") and the City are parties to (i) that certain Retail Component Ground Lease dated as of April 13, 2020 as assigned to Island Gardens Retail Experience, LLC ("IGRE") pursuant to the Assignment and Assumption of Ground Lease (Retail) from Flagstone to IGRE dated as of April 13, 2020 and as assigned to IG Retail LLC ("IG Retail") pursuant to the Assignment and Assumption of Retail Ground Lease from IGRE to IG Retail LLC dated as of April 12, 2023 (the "Retail Ground Lease"), (ii) that certain Parking Component Ground Lease dated as of April 13, 2020 as assigned to Island Gardens Parking Structures, LLC ("IGPS") pursuant to the Assignment and Assumption of Ground Lease (Parking) from Flagstone to IGPS dated as of April 13, 2020 and as assigned to IG Parking LLC ("IG Parking") pursuant to the Assignment and Assumption of Parking Ground Lease from IGPS to IG Parking LLC dated as of April 12, 2023 (the "Parking Ground Lease"), and (iii) that certain Master Development Agreement, dated April 13, 2020 (the "MDA"). The MDA included as exhibits (i) the form of Generic Ground Lease Terms (Rider 1) (the "Form Rider 1"), (ii) the form of Luxury Hotel Lease (the "Form Luxury Hotel Lease"), (iii) the form of Lifestyle Hotel Lease (the "Form Lifestyle Hotel Lease"), and (iv) the form of Residences Lease (the "Form Residences Lease"). The Form Luxury Hotel Lease, Form Lifestyle Hotel Lease, and the Form Residences Lease, are collectively, the "Form Base Leases", together with the Form Rider 1, collectively the "Form Leases", and together with the Retail Ground Lease, the Parking Ground Lease, the MDA, and other agreements governing the Property, including that certain Amended and Restated Mixed Use Project Declaration recorded on April 14, 2023, in Official Records Book 33665, Pages 3611-3904, Public Records of Miami -Dade County, Florida (as each may have been amended, collectively, the "Existing Agreements"). On or about April 12, 2023, Flagstone assigned its rights under the MDA to the Developer by execution of that certain MDA Assignment of Rights, requiring the City to enter into the Form Leases with the Developer or its affiliates. Pursuant to Existing Agreements and other entitlements received from the City, the Developer and its affiliates are authorized to develop the Property. On November 5, 2024, the Charter amendment was approved by a majority of the voters in the referendum election, as acknowledged by Resolution No. R-24-0281. The City Commission authorizes the City Manager to negotiate with Developer and its affiliates (including IG Retail and IG Parking) amendments to the Existing Agreements to reflect the items approved in the referendum election, including but not limited to a First Amendment to Master Development Agreement, a First Amendment to Retail Component Ground Lease, a First Amendment to Parking Component Ground Lease, and a Second Amendment to Amended and Restated Mixed Use Project Declaration, generally in the form attached as Exhibit B (collectively the "Referendum Amendments"), all in a form approved by the City Attorney. On December 17, 2024, the Florida Board of the Trustees of the Internal Improvement Trust Fund approved the delegation of authority to the Secretary, or designee, of the Florida Department of Environmental Protection ("FDEP"), to negotiate and execute the terms of one or more partial releases and modifications of the deed restrictions set forth in Deed No. 19447 as required to effectuate the development of the Property as approved by the voters. The City Commission authorizes the City Manager to negotiate with FDEP the terms of a Partial Release, generally in the form attached as Exhibit C ("Partial Release"). The City Commission authorizes the City Manager to negotiate and execute the Referendum Amendments, the Partial Release, and any other ancillary documents reasonably required to effectuate the sale and development of the Property, including but not limited to estoppels and other documents reasonably required by lenders, all in a form approved by the City Attorney. The City Commission further authorizes the City Manager to negotiate and execute all other necessary documents, including amendments and modifications, and other required documents to allow the developer to finalize required permitting, in a form acceptable to the City Attorney, as may be necessary to complete the aforementioned Referendum Amendments and Partial Release subject to all federal, state, and local laws that regulate such transactions. The City Commission has determined that the Partial Release will be in the City's best interest. Budget Impact Analysis Item has NOT an Expenditure Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: N/A Department of Real Estate Review Completed Office of Management and Office of Management and City Manager's Office City Manager's Office Legislative Division City Manager's Office City Commission Office of the Mayor Office of the City Clerk Office of the City Attorney Office of the City Attorney Office of the City Clerk Reviewed B and Asset Management 02/13/2025 10:15 AM Budget Pedro Lacret Budget Marie Gouin Larry M. Spring Natasha Colebrook -Williams Valentin J Alvarez Arthur Noriega V Maricarmen Lopez Mayor's Office City Clerk's Office James Brako George K. Wysong III City Clerk's Office Andrew Frey Budget Analyst Review Budget Review Assistant City Manager Deputy City Manager Review Legislative Division Review City Manager Review Meeting Department Head Completed Completed Completed Completed Completed Completed Completed Signed by the Mayor Completed Signed and Attested by the City Clerk Completed ACA Review Completed Approved Form and Correctness Completed Rendered Completed 02/13/2025 11:22 AM 02/13/2025 4:47 PM 02/14/2025 4:16 PM 02/14/2025 4:18 PM 02/18/2025 11:08 AM 02/18/2025 11:42 AM 02/27/2025 9:00 AM 03/07/2025 1:18 PM 03/07/2025 1:21 PM 03/17/2025 10:37 AM 03/17/2025 11:43 AM 03/17/2025 1:28 PM City of Miami Legislation Resolution Enactment Number: R-25-0059 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 17248 Final Action Date:2/27/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING AND DIRECTING THE CITY MANAGER TO NEGOTIATE, APPROVE, AND EXECUTE, AS APPLICABLE, A FIRST AMENDMENT TO MASTER DEVELOPMENT AGREEMENT, A FIRST AMENDMENT TO RETAIL COMPONENT GROUND LEASE, A FIRST AMENDMENT TO PARKING COMPONENT GROUND LEASE, AND A SECOND AMENDMENT TO AMENDED AND RESTATED MIXED USE PROJECT DECLARATION, EACH WITH RESPECT TO A PORTION OF CITY OF MIAMI ("CITY") OWNED PROPERTY LOCATED AT 888 MACARTHUR CAUSEWAY, MORE PARTICULARLY DESCRIBED IN EXHIBIT "A," ATTACHED AND INCORPORATED ("PROPERTY"), A PARTIAL RELEASE AND MODIFICATION OF THE DEED RESTRICTIONS SET FORTH IN DEED NO. 19447 ("PARTIAL RELEASE"), BETWEEN THE CITY AND THE STATE OF FLORIDA INTERNAL IMPROVEMENT TRUST FUND, THROUGH THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION ("FDEP"), AND OTHER DOCUMENTS ANCILLARY THERETO, WHICH SHALL BE SUBJECT TO APPROVAL BY THE MIAMI CITY COMMISSION BY A 4/5TH AFFIRMATIVE VOTE, IN CONNECTION WITH THE DEVELOPMENT OF THE PROPERTY BY BH3 IG DEVELOPER LLC, A DELAWARE LIMITED LIABILITY COMPANY ("DEVELOPER"), ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL OTHER NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS, AND OTHER REQUIRED DOCUMENTS TO ALLOW THE DEVELOPER TO FINALIZE REQUIRED PERMITTING, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO COMPLETE THE AFOREMENTIONED PARTIAL RELEASE SUBJECT TO ALL FEDERAL, STATE, AND LOCAL LAWS THAT REGULATE SUCH TRANSACTIONS. WHEREAS, the City of Miami ("City") is the owner of that certain tract of land on Watson Island comprising approximately 10.6 acres and located at 888 Macarthur Causeway, Miami, Florida ("Property"); and WHEREAS, Flagstone Island Gardens, LLC ("Flagstone") and the City are parties to (i) that certain Retail Component Ground Lease dated as of April 13, 2020 as assigned to Island Gardens Retail Experience, LLC ("IGRE") pursuant to the Assignment and Assumption of Ground Lease (Retail) from Flagstone to IGRE dated as of April 13, 2020 and as assigned to IG Retail LLC ("IG Retail") pursuant to the Assignment and Assumption of Retail Ground Lease from IGRE to IG Retail LLC dated as of April 12, 2023 ("Retail Ground Lease"), (ii) that certain Parking Component Ground Lease dated as of April 13, 2020 as assigned to Island Gardens Parking Structures, LLC ("IGPS") pursuant to the Assignment and Assumption of Ground Lease (Parking) from Flagstone to IGPS dated as of April 13, 2020 and as assigned to IG Parking LLC ("IG Parking") pursuant to the Assignment and Assumption of Parking Ground Lease from IGPS to IG Parking LLC dated as of April 12, 2023 ("Parking Ground Lease"), and (iii) that certain Master Development Agreement, dated April 13, 2020 ("MDA"); WHEREAS, the MDA included as exhibits (i) the form of Generic Ground Lease Terms (Rider 1) (the "Form Rider 1"), (ii) the form of Luxury Hotel Lease ("Form Luxury Hotel Lease"), (iii) the form of Lifestyle Hotel Lease ("Form Lifestyle Hotel Lease"), and (iv) the form of Residences Lease ("Form Residences Lease"). The Form Luxury Hotel Lease, Form Lifestyle Hotel Lease, and the Form Residences Lease, are collectively, the "Form Base Leases", together with the Form Rider 1, collectively the "Form Leases", and together with the Retail Ground Lease, the Parking Ground Lease, the MDA, and other agreements governing the Property, including that certain Amended and Restated Mixed Use Project Declaration recorded on April 14, 2023, in Official Records Book 33665, Pages 3611-3904, Public Records of Miami - Dade County, Florida (as each may have been amended, collectively, the "Existing Agreements"); and WHEREAS, on or about April 12, 2023, Flagstone assigned its rights under the MDA to the Developer by execution of that certain MDA Assignment of Rights, requiring the City to enter into the Form Leases with the Developer or its affiliates; and WHEREAS, pursuant to Existing Agreements and other entitlements received from the City, the Developer and its affiliates are authorized to develop the Property; and WHEREAS, on November 5, 2024, the Charter amendment was approved by a majority of the voters in the referendum election, as acknowledged by Resolution No. R-24-0281; and WHEREAS, the City Commission authorizes the City Manager to negotiate with Developer and its affiliates (including IG Retail and IG Parking) amendments to the Existing Agreements to reflect the items approved in the referendum election, including but not limited to a First Amendment to Master Development Agreement, a First Amendment to Retail Component Ground Lease, a First Amendment to Parking Component Ground Lease, and a Second Amendment to Amended and Restated Mixed Use Project Declaration, generally in the form attached as Exhibit B (collectively the "Referendum Amendments"), all in a form approved by the City Attorney; and WHEREAS, on December 17, 2024, the Florida Board of the Trustees of the Internal Improvement Trust Fund approved the delegation of authority to the Secretary, or designee, of the Florida Department of Environmental Protection ("FDEP"), to negotiate and execute the terms of one or more partial releases and modifications of the deed restrictions set forth in Deed No. 19447 as required to effectuate the development of the Property as approved by the voters; and WHEREAS, the City Commission authorizes the City Manager to negotiate with FDEP the terms of a Partial Release, generally in the form attached as Exhibit C ("Partial Release"); and WHEREAS, the City Commission authorizes the City Manager to negotiate and execute the Referendum Amendments, the Partial Release, and any other ancillary documents reasonably required to effectuate the sale and development of the Property, including but not limited to estoppels and other documents reasonably required by lenders, all in a form approved by the City Attorney; and WHEREAS, the City Commission further authorizes the City Manager to negotiate and execute all other necessary documents, including amendments and modifications, and other required documents to allow the developer to finalize required permitting, in a form acceptable to the City Attorney, as may be necessary to complete the aforementioned Referendum Amendments and Partial Release subject to all federal, state, and local laws that regulate such transactions; and WHEREAS, the City Commission has determined that the Partial Release will be in the City's best interest; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized' to negotiate, approve, and execute, as applicable, the Referendum Amendments with Developer and its affiliates (including IG Retail and IG Parking), generally in the form attached as Exhibit B, and any other ancillary documents reasonably required to effectuate the development of the Property, all in a form approved by the City Attorney, and to exercise all rights of the City reserved by the agreements to the City Manager or designee. Section 3. The City Manager is authorized' to negotiate and execute the Partial Release with FEDP, generally in the form attached as Exhibit C, and any other ancillary documents reasonably required to effectuate the development of the Property, including but not limited to estoppels and other documents reasonably required by lenders, all in a form approved by the City Attorney, and to exercise all rights of the City reserved by the agreements to the City Manager or designee. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. 2 APPROVED AS TO FORM AND CORRECTNESS: rge Wyk ng11f, Cty ttor -y 3/17/2025 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. CORPORATE RESOLUTION WHEREAS, BH3 IG Developer LLC (the "Company") desires to cause itself and its subsidiaries to enter into that certain First Amendment to Master Development Agreement, that certain First Amendment to Retail Component Ground Lease, and that certain First Amendment to Parking Component Ground Lease (the "Agreements") with the City of Miami for the tract of land on Watson Island known as "Island Gardens", comprising approximately 10.6 acres and located at 888 Macarthur Causeway, Miami, Florida; and WHEREAS, the Manager of the Company, at a duly held corporate meeting, has considered the matter in accordance with the limited liability company agreement of the Company; NOW, THEREFORE, BE IT RESOLVED BY THE Manager of the Company that Gregory Freedman is hereby authorized and instructed to enter into the Agreements and undertake the responsibilities and obligations as stated in such proposed Agreements in the name and on behalf of the Company with the City of Miami upon the terms contained in the proposed Agreements. DATED this 24t" day of March, 2025. Signature: DL(5.24, 202518:16 EDT) Print Name: Daniel Lebensohn Title: Vice President ATTEST: ?d/tua- 5a.6.6dt-- Print Name: Joshua Babbitt Corporate Resolution (Ground Lease Amendments) 2025-03-24a Final Audit Report 2025-03-24 Created: 2025-03-24 By: Josh Babbitt (josh@bh311c.com) Status: Signed Transaction ID: CBJCHBCAABAAHnaWg0EhbL6Ex_OLDJrOGNEgv7YKMx0i "Corporate Resolution (Ground Lease Amendments) 2025-03-24 a" History Document created by Josh Babbitt (josh@bh311c.com) 2025-03-24 - 8:43:00 PM GMT Document emailed to DL (daniel@bh311c.com) for signature 2025-03-24 - 8:43:04 PM GMT Email viewed by DL (daniel@bh311c.com) 2025-03-24 - 10:16:05 PM GMT Document e-signed by DL (daniel@bh311c.com) Signature Date: 2025-03-24 - 10:16:43 PM GMT - Time Source: server Agreement completed. 2025-03-24 - 10:16:43 PM GMT Es Adobe Acrobat Sign Olivera, Rosemary From: Alfonsin, Gabriela Sent: Wednesday, April 16, 2025 9:16 AM To: Hannon, Todd; Olivera, Rosemary; Ewan, Nicole Subject: BH3 Lease Amendments Attachments: BH3_AmendmentspdfExec.pdf Good morning, Please find attached a fully executed copy of the below amendments from DocuSign that is to be considered originals for your records. 1. Amendment to Master Development Agreement 2. Amendment to Parking Lease 3. Amendment to Retail Lease Thank you, Gabriela Alfonsin, MPA Lease Manager Department of Real Estate and Asset Management (DREAM) 14 NE 15` Avenue, 2"d Floor, Miami, FL 33132 Tel: 305-416-1461 1