Loading...
HomeMy WebLinkAbout25545AGREEMENT INFORMATION AGREEMENT NUMBER 25545 NAME/TYPE OF AGREEMENT IG PARKING LLC DESCRIPTION 1ST AMENDMENT TO PARKING COMPONENT GROUND LEASE/EXTEND TERM OF LEASE & AMEND THE LEASE 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 FIRST AMENDMENT TO PARKING COMPONENT GROUND LEASE This FIRST AMENDMENT TO PARKING COMPONENT GROUND LEASE, dated as of April 15 , 2025 (the "Amendment"), between CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida (the "Landlord" or "City"), and IG PARKING LLC, a Delaware limited liability company (the "Tenant", and together with Landlord, collectively, the "Parties", and each, individually, a "Party"). RECITALS A. Landlord and Flagstone Island Gardens, LLC, a Delaware limited liability company ("Flagstone") entered into that certain Parking Component Ground Lease, dated as of April 13, 2020 (as amended, supplemented or otherwise modified from time to time, the "Lease"), which included that certain rider of supplemental terms attached a made part of the Lease ("Rider 1"). Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Lease. B. Flagstone assigned the tenant's interest in the Lease to Island Gardens Parking Structures, LLC, a Delaware limited liability company ("Flagstone Tenant"), pursuant to that certain Assignment and Assumption of Ground Lease (Parking), dated as of April 13, 2020, and Flagstone Tenant further assigned the tenant's interest in the Lease to Tenant pursuant to that certain Assignment and Assumption of Parking Ground Lease, dated as of April 12, 2023. C. 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 term of the Lease to a total of 99 years, inclusive of extension options, from the date of this Amendment and (b) amend the Lease to permit office uses. D. The Parties hereto desire to amend the Lease on the terms and subject to the conditions set forth herein. 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. Term. Notwithstanding anything to the contrary in the Lease, the definition of "Scheduled Expiration Date" is changed from the 45th anniversary of the Commencement Date to the date that is sixty-nine (69) years from the date hereof, subject to: (a) Tenant's exercise of any Extension Option(s); and (b) any tolling as this Lease or the Master Development Agreement provides. 2. Notices. Section 35.1 of Rider 1 is hereby amended to replace the addresses of the Tenant as follows: If to Tenant, at: c/o BH3 IG Developer LLC 819 NE 2nd Ave, Suite 500 Fort Lauderdale, Florida 33304 1 with a copy to: 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 3. Modification of Existing Terms and Definitions. (a) "Construction Manager" as referenced in Rider 1 is hereby changed to IG Development Manager LLC, a Delaware limited liability company. (b) The following is hereby 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) Exhibit A to the Lease (Legal Description) is hereby replaced with Exhibit A attached hereto. 4. Miscellaneous. (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 Lease 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 Lease to "this Lease", "the Lease", "hereunder", "hereof', "herein", or words of like import, and each reference to the Lease, will mean and be a reference to the Lease 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) Captions. The captions and headings contained in this Amendment are for convenience of reference only and shall not be construed as limiting or defining in any way the provisions of this Amendment. (e) Counterparts. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically shall be effective as delivery of an original executed counterpart of this Amendment. (f) Entire Agreement. The Lease as amended by this Amendment constitute the sole and entire agreement between the Parties with respect to the subject matter contained 2 herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. [SIGNATURE PAGE FOLLOWS.] 3 o• DocuSigned by: rY i AEC6C1 E736AAd-Fe1 i a -Perez Name: IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. Signed, sealed and delivered in the presence DocuSigned by: /•iG(Ml�• �PAiY4Grq�.—J'i T�PiLd —\--34DA28FE476B4E9...` ....� ` ••-ndez-Stiers ATTEST: Signed by: rDocuSigned by: E46D7560DCF1459... LANDLORD: CITY OF MIAMI, a municipal corporation of the c" " DocuSigned by: By_ arftuAr Prit,dr. 850CF C372DD42A..., Name: Arthur Noriega Title: city Manager APPROVED AS TO INSURANCE AND APPROVED AS TO LEGAL FORM AND REQUIREMENTS: 14BA49B74866449... Ann -Marie Sharpe, Director Risk Management Administrator ,—DocuSigned by: 'ORRECTNESS: DocuSigned by: i - t. s � wysa ((1 88776E9FE88248B... George K. Wysong III City Attorney ,—Initial J!/ Matter ID: 23-3410 TENANT: Signed, sealed and delivered in the presence and IG PARKING LLC, a Delaware limited of liability co any B Narne: Y Name: ' Of\.1 re a r - Title: ) 4 EXHIBIT A Legal Description All that certain (or those certain) parcel(s), plot(s) or piece(s) of real property, including improvements and fixtures, more particularly described as follows: That portion of Tracts "A" "B" and "C", WATSON ISLAND SOUTHWEST, according to the Plat thereof, as recorded in Plat Book 166 at Page 11, of the Public Records of Miami -Dade County, Florida, lying at or below elevation +20.00 feet, relative to the National Geodetic Vertical Datum 1929.1 LESS AND EXCEPT THE FOLLOWING TWO HOTEL PARCELS: Hotel Parcel North: A portion of Tract "A", WATSON ISLAND SOUTHWEST, according to the Plat thereof, as recorded in Plat Book 166 at Page 11, of the Public Records of Miami -Dade County, Florida, particularly described as follows: Commence at the Northwest comer of said Tract "A"; thence N86°39'49"E along the Northerly line of said Tract "A" for 25.75 feet to the Point of Beginning; thence continue N86°39'49"E along the Northerly line of said Tract "A" for 35.70 feet to a point on a circular curve; said point bearing S39°29'13"W from the radius point of a circular curve to the left being concave Northeasterly and having a radius of 160.00 feet and a central angle of22°09'28"; thence Southeasterly along the arc of said circular curve to the left, also being along the Northerly line of said Tract "A", for an arc distance of 61.88 feet; thence S72°40'15"E along said Northerly line of Tract "A" for 276.49 feet to a point of curvature; thence Southeasterly along a curve to the right also being the Northerly line of Tract "A", said curve having a radius of 600.00 feet and a central angle of 10°44'22" for and arc distance of 112.46 feet; thence S17°12'21"E for 108.44 feet; thence N77°41 '08"W for 450.00 feet; thence N17° 12'21 "W along a line 25.00 feet Northeast of and parallel to the Westerly line of said Tract "A" for 168.00 feet to the Point of Beginning. Hotel Parcel South: A portion of Tract "A" and all of Tract "C", WATSON ISLAND SOUTHWEST, according to the Plat thereof, as recorded in Plat Book 166 at Page 11, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Commence at the South corner of said Tract "A", the following two (2) courses being along the Southeasterly line of said Tract "A"; 1) thence N 54°07'39" E for 105.55 feet to the Point of Beginning; 2) thence continue N 54°07'39" E for 44.59 feet to the West corner of said Tract "C"; thence S 35°54'03" E along the Southwesterly line of said Tract "C" for 134.36 feet to the South 1 This legal description delineates the initial horizontal and vertical boundaries of this Component. It will be modified in the future to reflect Boundary Adjustments based on adjusted demarcation of horizontal and vertical planes and other boundaries between this Component and the Retail Component, which will be stacked directly above it. 5 corner of said Tract "C"; thence N 54°07'39" E along the Southeasterly line of said Tract "C" for 531.61 feet to the East corner of said Tract "C", the following two (2) courses being along the Northeasterly line of said Tracts "A" and "C", also being the Southwesterly right of way line of General Douglas MacArthur Causeway; 1) thence N 26°22'36" W for 196.59 feet to a point of curvature; 2) thence Northwesterly along a 600.00 foot radius curve leading to the left through a central angle of 5°09'29" for an arc distance of 54.02 feet to a point on a non -tangent line; thence S 54°07'39" W along a line 113 feet Northwesterly and parallel with said Southeasterly line of Tract "A" for 576.98 feet; thence S 17° 12'21 " E along a line 100 feet Easterly and parallel with the Westerly line of said Tract "A" for 119.43 to the Point of Beginning. 6 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