HomeMy WebLinkAboutLegislationApr 15 09 03:39p
File `�(urnbcr: 09-40284
City of Miami
Legislation
Resolution
P.1
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE THE FOURTH AMENDMENT
("FOURTH AMENDMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, TO
THE AGREEMENT TO ENTER INTO GROUND LEASE ( "AGREEMENT TO
ENTER") AND TO THE GROUND LEASE ( "GROUND LEASE"), BETWEEN THE
CITY OF MIAMI ("CITY") AND FLAGSTONE ISLAND GARDENS, LLC
("FLAGSTONE"), TO PROVIDE FOR: (1) PHASED DEVELOPMENT ON A
COMPONENT BY COMPONENT BASIS; (2) EXTENDING THE CONSTRUCTION
PERIOD FROM THIRTY-SIX (36) MONTHS TO SIXTY (60) MONTHS; (3)
PRO -RATED PHASED DEVELOPMENT RENT, IN ADDITION TO THE
CONSTRUCTION RENT OF ONE MILLION DOLLARS ($1,000,000) A YEAR; (4)
CERTAIN MILESTONE DATES IN THE TIMELINES FOR CONSTRUCTION
COMMENCEMENT AND OTHER DEVELOPMENT MATTERS; AND (5) SECURITY
DEPOSIT(S) ON A COMPONENT BY COMPONENT BASIS; FURTHER
AUTHORIZING THE CITY MANAGER AFTER CONSULTATION WITH THE CITY
ATTORNEY TO NEGOTIATE AND TO EXECUTE SUCH FURTHER
AMENDMENTS TO THE AGREEMENT TO ENTER AND TO THE GROUND
LEASE, AS MAY BE NECESSARY FROM TIME TO TIME AND TO ACCOMPLISH
CONSTRUCTION ON A COMPONENT BY COMPONENT BASIS, PROVIDED
THAT SUCH AMENDMENTS ARE NOT SUBSTANTIAL AND (A) ARE IN
ACCORDANCE WITH THE MEGA YACHT MARINA AND MIXED USE
WATERFRONT DEVELOPMENT REQUEST FOR PROPOSALS AND ALL
ADDENDA THERETO; (B) ARE IN ACCORDANCE WITH THE VOTER
REFERENDUM OF NOVEMBER 6,2001; (C) WOULD RESULT IN NO REVENUE
REDUCTION TO THE CITY; AND (D) WOULD NOT EXTEND THE
CONSTRUCTION PERIOD PAST THE SIXTY (60) MONTH PERIOD.
WHEREAS, the City of Miami ("City") is the owner of certain real property located on Watson Island
at approximately 1050 MacArthur Causeway, Miami, Florida (the "Property"); and
WHEREAS, pursuant to the processes for the City's Mega Yacht Marina and Mixed Use Waterfront
Development Request for Proposal and all addenda thereto (collectively, the "RFP"), for development
on the Property of a mega -yacht marina and related and other upland facilities (the "Project")
Flagstone Properties, LLC submitted a proposal and was selected as the most qualified responsive
and responsible bidder; and
WHEREAS, the City Commission pursuant to Resolution No. 01-972: adopted September 17,
2001, and Resolution No_ 01-1028, adopted September 25, 2001, polled the electors of the City of
Miami regarding leasing the Property to Flagstone Properties, LLC for the Project and pursuant to
Referendum on November 6, 2001 (the "Referendum") the voters returned an affirmative vote; and
WHEREAS, Flagstone Properties LLC subsequently merged with Flagstone Island Gardens, LLC
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(collectively, "Flagstone"), and pursuant to City Commission Resolution No. 02-1304 adopted on
December 12, 2002, entered into an Agreement to Enter Into Ground Lease, with the City, dated
January 1, 2003 with exhibits and attachments thereto (the "Agreement to Enter") including the form of
proposed Ground Lease (the "Ground Lease"); and
WHEREAS, the Agreement to Enter has certain conditions that must be met for the future
execution of a long-term Ground Lease with Flagstone; and
WHEREAS, the City and Flagstone agreed upon and entered into that certain First Amendment to
the Agreement to Enter Into Ground Lease and Amendment to Form of Ground Lease dated
December 12, 2004 (the "First Amendment To Agreement To Enter"); and
WHEREAS, the City and Flagstone agreed upon and entered into that certain Second Amendment
to Enter Into Ground Lease dated December 8, 2006 (the "Second Amendment to Agreement to
Enter"); and
WHEREAS, Flagstone experienced delays in obtaining financing due to the downturn in the real
estate market requiring adjustments to the Lease Deadline referred to in Section 6.2.1 of the
Agreement to Enter and to the Outside Date referred to in Section 6.2.3 of the Agreement to Enter to
February 1, 2010; and
WHEREAS, Flagstone and the City agreed upon and entered into a Third Amendment to the
Agreement to Enter Into Ground Lease and Amendment to Form of Ground Lease dated July 30, 2008
(the 'Third Amendment to Agreement to Enter"); and
WHEREAS, the RFP contemplates that the Project may be developed by one developer on a
component by component basis: and
VVHEREAS, the parties have negotiated the attached Fourth Amendment to the Agreement to
Enter (the "Fourth Amendment") to provide for a modification of certain conditions precedent to
Flagstone's taking possession of the Property on the Possession Date, as defined in the Ground
Lease, modifications of certain other conditions regarding construction on a component by component
basis, the total time period for construction, and Phased Development Rent payments and Security
Deposit(s) related thereto for each Major Component under and as defined in the Ground Lease, and
as set forth below;
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{1} to execute the Fourth Amendment, in substantially
the attached form, to the Agreement to Enter and to the Ground Lease, between the City and
Flagstone, to provide for: (1) phased development on a component by component basis; (2) extending
the construction period from Thirty -Six (36) months to Sixty (60) months; (3) pro -rated Phased
Development Rent, in addition to the Construction Rent of one million dollars ($1,000,000) a year; (4)
certain milestones dates in the timelines for construction commencement and other development
matters, and (5) providing for Security Deposit(s) on a component by component basis.
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Section 3. The City Manager is further authorized{1} to negotiate and to execute such further
amendments to the Agreement to Enter and to the Ground Lease, as may be necessary from time to
time to accomplish construction on a component by component basis, provided that such
amendments are not substantial and as (a) are in accordance with Mega Yacht Marina and Mixed Use
Waterfront Development Request for Proposals and all addenda thereto, (b) are in accordance with the
Referendum, (c) would result in no revenue reduction to the City, and (d) would not extend the
construction period past the sixty (60) month period.
Section 4. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.(2)
APPROVED AS TO FORM AND CORRECTNESS:
JULIE O. BRU
CITY ATTORNEY
Footnotes:
{1} The herein authorization is further subject to compliance with all requirements that may be imposed
by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code
provisions.
{2) If the Mayor does not sign this Resolution, it shall become effective at the end of ten 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.
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