HomeMy WebLinkAboutR-10-0144Vop City of Miami
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Resolution: R-10-0144
File Number: 10-00181a
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
Final Action Date: 3/25/2010
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
APPROVING CERTAIN TERMS RELATED TO THE AGREEMENT TO ENTER INTO
GROUND LEASE ("AGREEMENT TO ENTER") AND GROUND LEASE, BOTH
BETWEEN THE CITY OF MIAMI ("CITY") AND FLAGSTONE ISLAND GARDENS,
LLC ("FLAGSTONE"), AND DIRECTING THE CITY MANAGER AND THE CITY
ATTORNEY TO PREPARE THE AMENDED AND RESTATED AGREEMENT TO
ENTER INTO GROUND LEASE ("AMENDED AND RESTATED AGREEMENT TO
ENTER") AND THE AMENDED AND RESTATED GROUND LEASE(S) TO PROVIDE
FOR: (1) FLAGSTONE'S OPTION TO DEVELOP THE MEGA -YACHT MARINA WITH
ITS ANCILLARY FACILITIES, RETAIL, PARKING, HOTELS AND ALL OTHER
RELATED FACILITIES (THE "PROJECT") IN ITS ENTIRETY ALL AT ONCE OR
THROUGH PHASED DEVELOPMENT ON A COMPONENT BY COMPONENT
BASIS; (2) EXTENDING THE POSSESSION DATE FROM FEBRUARY 1, 2010 TO
FEBRUARY 1, 2013, OR SOONER, AT FLAGSTONE'S OPTION; (3) EXTENDING
THE CONSTRUCTION COMMENCEMENT PERIOD FROM THIRTY-SIX (36)
MONTHS TO A MAXIMUM OF TWO HUNDRED SIXTEEN (216) MONTHS
(EIGHTEEN (18) YEARS); (4) ESTABLISHING AN ANNUAL PAYMENT SCHEDULE
COMMENCING WITH THREE HUNDRED THOUSAND DOLLARS ($300,000) AND
INCREASING TO TWO MILLION DOLLARS ($2,000,000) NO LATER THAN THE
YEAR 2018, SUBJECT TO CERTAIN CREDITS; (5) EXTENDING CERTAIN
MILESTONE DATES IN THE TIMELINES FOR CONSTRUCTION
COMMENCEMENT, COMPLETION, AND OTHER DEVELOPMENT MATTERS; AND
(6) PROVIDING FOR SECURITY DEPOSIT(S) ON A COMPONENT BY
COMPONENT BASIS; FURTHER AUTHORIZING THE CITY MANAGER TO
EXTEND TO APRIL 22, 2010, THE CURRENT AGREEMENT TO ENTER, IN ORDER
TO FINALIZE THE AMENDED AND RESTATED AGREEMENT TO ENTER AND THE
AMENDED AND RESTATED GROUND LEASE(S) FOR FINAL CONSIDERATION AT
THE APRIL 22, 2010 CITY COMMISSION MEETING.
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 with its ancillary facilities, retail, parking, hotels
and all other related 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
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File Number: 10-00181a Enactment Number: R-10-0144
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
(collectively, "Flagstone"), and pursuant to City Commission Resolution No. 02-1304, adopted
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, Flagstone has requested additional modifications to the Agreement to Enter and
to the Ground Lease to allow them sufficient time to secure financing and begin and complete
construction on the Project; and
WHEREAS, in connection with the cooperation provisions of the Agreement to Enter,
Flagstone has agreed to allow the City to use the Property, without prior notice to Flagstone, for the
City's and other user's benefit, as the City may deem appropriate, prior to the City's issuance of
Flagstone's building permit, or February 1, 2013, whichever comes earlier; and
WHEREAS, the parties desire to enter into the Amended and Restated Agreement to Enter into
Ground Lease (the "Amended and Restated Agreement to Enter") and the Amended and Restated
Ground Lease(s) to provide for (1) Flagstone's option to develop the Project in its entirety all at once,
or on a component by component basis as described in the attached Exhibit A, incorporated herein by
this reference; (2) extending the possession date from February 1, 2010 to February 1, 2013, or
sooner, at Flagstone's option; (3) extending the construction commencement period from thirty-six
(36) months to a maximum of two hundred sixteen (216) months, as described in Exhibit A; (4)
establishing an annual payment schedule commencing with three hundred thousand dollars
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($300,000) and increasing to two million dollars ($2,000,000) by year 2018, subject to certain credits,
as described in Exhibit A; (5) extending certain milestone dates in the timelines for construction
commencement, completion, and other development matters; and (6) providing for security deposit(s)
on a component by component basis, as shall be more particularly set forth in the Amended and
Restated Agreement to Enter and the Amended and Restated Ground Lease(s); and
WHEREAS, on January 28, 2010 in connection with Mayor's Discussion Item No. 10-00089,
the City Commission authorized an extension of the expiring Agreement to Enter until the March 11,
2010 City Commission meeting in order to permit further negotiations regarding the terms and
conditions of extension; and
WHEREAS, on March 11, 2010, the City Commission pursuant to Resolution No. 10-0091,
authorized an extension of the expiring Agreement to Enter until the March 25, 2010 City Commission
meeting in order to permit further negotiations regarding the terms and conditions of extension; and
WHEREAS, the parties have reached an understanding as to certain business terms and have
requested for the matter to be extended and continued until the April 22, 2010 City Commission
meeting to allow the parties to finalize the Amended and Restated Agreement to Enter and the
Amended and Restated Ground Lease(s) for final consideration;
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 Commission approves certain terms related to the Agreement to Enter and
Ground Lease, between the City and Flagstone, and directs the City Manager{1} and the City
Attorney to prepare the Amended and Restated Agreement to Enter and the Amended and Restated
Ground Lease(s) to provide for: (1) Flagstone's option to develop the Project in its entirety all at once,
or on a component by component basis, as described in the attached Exhibit A, incorporated herein
by this reference; (2) extending the possession date from February 1, 2010 to February 1, 2013, or
sooner, at Flagstone's option; (3) extending the construction commencement period from thirty-six
(36) months to a maximum of two hundred sixteen (216) months, as described in Exhibit A; (4)
establishing an annual payment schedule commencing with three hundred thousand dollars
($300,000) and increasing to two million dollars ($2,000,000) by year 2018, subject to certain credits,
as described in Exhibit A; (5) extending certain milestone dates in the timelines for construction
commencement, completion, and other development matters; and (6) providing for security deposit(s)
on a component by component basis.
Section 3. The City Manager is further authorized{1} to extend to April 22, 2010, the current
Agreement to Enter between the City and Flagstone in order to allow the parties to finalize the
Amended and Restated Agreement to Enter and the Amended and Restated Ground Lease(s) for
final consideration at the April 22, 2010 City Commission meeting.
Section 4. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.{2}
Footnotes:
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File Number: 10-00181a
{1} The herein authorization is further subject to compliance with all
imposed by the City Attorney, including but not limited to those prescribe
and Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective
days from the date it was passed and adopted. If the Mayor vetoes this
effective immediately upon override of the veto by the City Commission.
Enactment Number: R-10-0144
requirements that may be
I by applicable City Charter
at the end of ten calendar
Resolution, it shall become
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