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Home My WebLink AboutR-09-0207Vop City of Miami Legislation < U R �O Resolution: R-09-0207 File Number: 09-00289 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 4/23/2009 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) AYEAR; (4) CERTAIN MILESTONE DATES IN THE TIMELINES FOR CONSTRUCTION COMMENCEMENT AND OTHER DEVELOPMENT MATTERS; (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 MARINAAND 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; (D) WOULD NOT EXTEND THE CONSTRUCTION PERIOD PAST THE SIXTY (60) MONTH PERIOD; AND (E) SHALL INCLUDE DIRECTIVES AS SET FORTH BELOW. 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 City of Miand Page 1 of 3 File Id. 09-00289 (Version: 2) Printed On: 6/6/2017 File Number: 09-00289 Enactment Number: R-09-0207 WHEREAS, Flagstone Properties LLC subsequently merged with Flagstone Island Gardens, LLC (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 WHEREAS, 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; and WHEREAS, the City Commission has also directed the City Manager and City Attorney to include certain directives that the applicable documents shall include provisions regarding (1) utilization of local of labor pools and local businesses in the construction of the Flagstone Project; and (2) the City's ultimate ability to recapture all of the City's property free and clear of all liens in the event of defaults by Flagstone as tenant and by its lenders; 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. City of Miand Page 2 of 3 File Id. 09-00289 Mersion: 2) Printed On: 6/6/2017 File Number: 09-00289 Enactment Number: R-09-0207 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. 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, (d) would not extend the construction period past the sixty (60) month period, and (e) include the required City Commission directives that (i)(x) of forty percent (40%) of all subcontracted work for the Flagstone Project construction for plumbing, electrical, fire, landscaping and hardscaping be hired from local labor pools, (y) that local small businesses have the opportunity to participate in the Flagstone Project construction, and (z) Flagstone undertake outreach to community workforce centers in Allapattah, Little Havana, Liberty City, Overtown and other areas identified by the City for labor pools; and (ii) in the event of default by the tenant(s) and then subsequently, any default by lender(s), all their respective interests shall be extinguished so that the City can then recapture all property free and clear of all liens, so that the City can freely alienate its property. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} 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. City of Miami Page 3 of 3 File Id. 09-00289 (Version: 2) Printed On: 6/6/2017