HomeMy WebLinkAboutSubmittal-Second Amendment Easement Agreement Parcel G-City ManagerSECOND AMENDMENT
EASEMENT AGREEMENT (PARCEL G)
r . 'THIS SECOND AMENDMENT TO EASEMENT AGREEMENT (PARCEL G) ("Second
Amendment-) is made as of , 2026 by THE CITY OF MIAMI, a municipal corporation of
C_. the Siate of Florida ("City"), to and for the benefit of BH3 IG DEVELOPER LLC, a Delaware limited
lialty com pany ("BH3"), and, as to their respective Project Interest (as defined below), ISLAND
GARDENS DEEP HARBOUR, LLC, a Delaware limited liability company ("Marina Tenant"), IG
LUXURY LLC, a Delaware limited liability company ("Luxury Tenant"), IG RESIDENCES LLC, a
Delaware limited liability company ("Residences Tenant"), IG LIFESTYLE LLC, a Delaware limited
liability company ("Lifestyle Tenant"), IG RETAIL LLC, a Delaware limited liability company ("Retail
Tenant"), and IG PARKING LLC, a Delaware limited liability company ("Parking Tenant"), and
together with Marina Tenant, Luxury Tenant, Residences Tenant, Lifestyle Tenant, and Retail Tenant,
collectively, the "Tenants").
RECITALS
A. City is the owner of certain upland property on Watson Island located at 888 MacArthur
Causeway, Miami, Florida and certain submerged land located adjacent thereto (the "Property").
B. City and Flagstone Island Gardens, LLC, a Delaware limited liability company
("Flagstone"), heretofore entered into that certain Agreement to Enter Ground Lease, dated January 1,
2003, as subsequently amended by the First Amendment dated December 2, 2004, the Second Amendment
dated December 8, 2006, and the Third Amendment dated July 30, 2008 to the Agreement to Enter into
Ground Lease (collectively, the "Agreement to Enter Into Ground Lease").
C. City and Flagstone heretofore entered into that certain Master Development Agreement,
dated April 13, 2020 (as may be amended from time to time, the "MDA"), which replaced and superseded,
inter alia, the Agreement to Enter Into Ground Lease, and pursuant to which, and upon the satisfaction of
certain conditions as provided therein, City is obligated to grant (and in certain cases has granted) long-
term ground leasehold estates on portions of the Property to the Tenants or their predecessors -in -interest,
as the case may be (collectively, the "Ground Leases").
D. Pursuant to the Ground Leases and the PSA (as defined below), the Tenants will develop
and operate a mixed -use project on the Leased Property (the "Project").
E. City will derive substantial benefits from the development and operation of the Project.
F. City is also the owner in fee simple of certain other land located on Watson Island,
comprising approximately 0.20 acres, as more particularly described and depicted in Exhibit A-1 attached
hereto and incorporated herein by this reference (the "Original Easement Area").
G. The construction of the Project requires that Tenants be granted certain easements over,
across and upon the Original Easement Area on a temporary basis for ingress and egress and other purposes
described herein.
for ingress and egress and other purposes described herein.
H. City has agreed to grant such easements.
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19148 Submittal -Second Amendment Easement Agreement Parcel G-City Manager
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LT The City Commission, pursuant to Resolution R-06-0024, authorized the City Manager to
execute the Easement Agreement (Parcel G), dated October 1, 2008 (the "Original Easement Agreement")
fori'iigress and egress access and other purposes described therein.
J. The City Commission, pursuant to Resolution R-06-0024, authorized the City Manager to
er>t into the First Amendment to the Entry Road Permanent Easement Agreement and Adding a
Temporary Easement thereto, dated October 1, 2008 (the "First Amendment," and together with the
Original Easement Agreement, the "Existing Easement Agreement") in order to provide for temporary
construction staging, ingress and egress access of the Original Easement Area.
K. City, Flagstone, Marina Tenant, Island Gardens Retail Experience LLC, a Delaware limited
liability company ("Retail Experience"), Island Gardens Parking Structures, LLC, a Delaware limited
liability company ("Parking Structures"), and Island Gardens Master Association, Inc., a Florida not -for -
profit corporation, entered into that certain Amendment and Assignment of External Easements and
Dredging Agreement, dated April 13, 2020, which was recorded on November 5, 2020 at CFN
2020R0644283 OR Book 32186 Pages 6-22, which, inter alia, amended the Existing Easement Agreement
to partially assign the rights thereunder to the Tenants based on their Project Interest.
L. On April 12, 2023, BH3, the parent company of Luxury Tenant and Residences Tenant,
succeeded to the interests of Flagstone with respect to the Project, including the interests of Flagstone under
the MDA and the Existing Easement Agreement. In connection therewith, Flagstone assigned its interest in
the Existing Easement Agreement to Lifestyle, Luxury, and Residences, Retail Experience assigned its
interest in the Existing Easement Agreement to Retail Tenant, and Parking Structures assigned its interest
in the Existing Easement Agreement to Parking Tenant. Also in connection therewith, that certain Amended
and Restated Mixed Use Project Declaration dated as of April 12, 2023, was recorded on April 14, 2023 at
CFN 2023R0251059 or Book 33665 Pages 3611-3904 in the public records of Miami -Dade County,
Florida, and BH3 become the Project Developer and Declarant thereunder, which was subsequently
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"). Unless otherwise defined herein, capitalized terms used herein shall
have the meanings given to them in the Project Dec.
M. On August 8, 2025, FP IG Developer LLC, a Delaware limited liability company ("FP),
succeeded to certain interests of BH3 with respect to the Project, including becoming the parent company
of Lifestyle Tenant, Retail Tenant, and Parking Tenant, and becoming the Project Developer and Declarant
pursuant to the Project Dec pursuant to that certain Assignment of Project Developer's and Declarant's
Interest in Project Declaration dated August 8, 2025, which was recorded on August 29, 2025 at CFN
20250662573 or Book 34920 Pages 187-191.
N. On January 2, 2026, City and IG Luxury LLC, a wholly -owned indirect subsidiary of BH3,
entered into an Agreement for Purchase and Sale for a portion of the Property containing approximately
3.2 acres (the "PSA"). In connection with the PSA, City and BH3 agreed to enter into a Community Benefits
Agreement (the "CBA") to provide a comprehensive list of the public benefits that have previously been
committed to by the Tenants in the various Ground Leases, the Project Dec, the Existing Easement
Agreement, and/or other 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.
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O. In connection with the PSA and the CBA, BH3 has requested for City to revise the Existing
Easement Agreement as further described herein.
P. The City Commission pursuant to Resolution No. , adopted , 2026,
authorized the City Manager to execute this Second Amendment so that the Existing Easement Agreement
and this Second Amendment now collectively constitute the "Easement Agreement" of Parcel G.
NOW, THEREFORE, in consideration of Ten and No/100 Dollars and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as
follows:
1. Amendment.
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Infrastructure Enhancements (Permanent Easement "G"). In exchange for non-
exclusive easement rights to and for BH3 (and the other Tenants as to their respective
Project Interest) for the uses and purposes described herein in Permanent Easement "G"
(the area extending South from the leased premises, as depicted on Exhibit A-1 and
Exhibit A-2 attached hereto), Permanent Easement "G" is hereby amended to provide that
BH3 shall extend the waterfront promenade in this area to include 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, at no cost to the City, and the ongoing
maintenance of such areas, provided that any improvements shall conform with City's
applicable regulations and standards, including applicable waterfront regulations and
standards. These rights shall be continuing until the expiration (or earlier termination) of
the Retail Lease, provided that BH3 shall maintain such upland area of Permanent
Easement "G" in good order and condition subject to the reasonable discretion of City.
2. Ratification. The parties hereto hereby ratify, confirm, and adopt the Existing Easement
Agreement and acknowledge and agree that (i) the Existing Easement Agreement remains in full force and
effect without modification, except as specifically set forth in this Second Amendment, (ii) all Tenants
continue to maintain their respective interests in the Easement Agreement (including the easements granted
therein) based on their Project Interest and are not waiving any rights with respect thereto, and (iii) as
between the Tenants and BH3, the provisions of Section 8 of the Project Dec shall continue to apply to the
Easement Agreement (as modified herein).
3. Headin2s. The captions and headings contained in this Second Amendment are for
convenience of reference only and shall not affect the construction of interpretation of this Second
Amendment.
4. Amendments. No amendment of any provision of this Second Amendment or the Existing
Easement Agreement shall in any event be effective unless it is in writing and signed by the party against
whom enforcement is sought.
5. Severability. Any provision of this Second Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision beyond such extent or in any other jurisdiction. It is the intention
of the parties to this Second Amendment that if any provision of this Second Amendment is capable of two
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constructions, one of which would render the provision void and the other of which would render the
provision valid, the provision shall have the meaning which renders it valid.
6. Binding Effect; Assignments. This Second Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and permitted assigns.
7. Governing Law. This Second Amendment shall be governed by, and construed in
accordance with, the laws of the State of Florida, without application of its conflict of law principles.
8. Entire Easement Agreement. The Existing Easement Agreement, as amended by this
Second Amendment, together with all easement agreements executed in connection therewith or otherwise
contemplated thereby, embody and constitute the entire understanding among the parties hereto, and all
prior or contemporaneous agreements, understandings, representations, and statements, oral or written, with
respect thereto are merged therein.
9. Counterparts. This Second Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and any party hereto may execute
this Second Amendment by signing any such counterpart.
[Signatures Appear on Following Page.]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the
date set ford above.
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Signed, sealed and delivered BH3 IG DEVELOPER LLC
in the presence of:
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Name:
By:
Name:
Title:
Signed, sealed and delivered ISLAND GARDENS DEEP HARBOUR, LLC
in the presence of:
Name:
Name:
By:
Name:
Title:
Signed, sealed and delivered IG LUXURY LLC
in the presence of:
Name:
Name:
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By:
Name:
Title:
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Signed, sealed and delivered IG RESIDENCES LLC
in the presence of:
Name:
Name:
By:
Name:
Title:
Signed, sealed and delivered IG LIFESTYLE LLC
in the presence of:
Name:
Name:
By:
Name:
Title:
Signed, sealed and delivered IG RETAIL LLC
in the presence of:
Name:
Name:
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By:
Name:
Title:
Signed, sealed and delivered IG PARKING LLC
in the presence of:
Name:
Name:
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By:
Name:
Title:
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ATTEST:
Todd Hannon, City Clerk James Reyes, 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
STATE OF FLORIDA
ss:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this (date) by
James Reyes (name of officer or agent) as the City Manager (title of officer or agent) of THE CITY
OF MIAMI, a municipal corporation of the State of Florida, on behalf of the City.
Notary Public
to
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ACKNOWLEDGMENTS
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S1 TE'S 'LORIDA
CONTI OF MIAMI-DADE
SS:
The foregoing instrument was acknowledged before me this (date) by
(name of officer or agent) on behalf of and as the (title of officer or
agent) of ISLAND GARDENS DEEP HARBOUR, 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
ss:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this (date) by
(name of officer or agent) on behalf of and as the (title of officer or
agent) 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
STATE OF FLORIDA
ss:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this (date) by
(name of officer or agent) on behalf of and as the (title of officer or
agent) of IG RESIDENCES LLC, a Delaware limited liability company. He is personally known to me
or has produced (type or identification) as identification.
Notary Public
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STATE OF FLORIDA
ss:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this (date) by
(name of officer or agent) on behalf of and as the (title of officer or
agent) of IG LIFESTYLE 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
ss:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this (date) by
(name of officer or agent) on behalf of and as the (title of officer or
agent) 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
STATE OF FLORIDA
ss:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this (date) by
(name of officer or agent) on behalf of and as the (title of officer or
agent) of IG PARKING LLC, a Delaware limited liability company. He is personally known to me or
has produced (type or identification) as identification.
Notary Public
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EXHIBIT A-1
Parcel G Property Legal Description, Site Plan, Control Plan
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EXHIBIT A-2
Permanent Easement "G"
[Attached behind]
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