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CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO :
The Honorable Mayor and Members
of the City Commission
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FROM : Joe Arriola
Chief Administrator
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DATE
FILE
SUBJECT : First Amendment Agreement between
the City & Flagstone Island Gardens
REFERENCES:
ENCLOSURES:
RECOMMENDATION:
The administration recommends that the Miami City Commission adopt the attached Resolution
authorizing the City Manager to execute a First Amendment to Agreement to Enter Into Ground
Lease and Amendment to Form of Ground Lease ("Amendment"), in substantially the attached
form, to the Agreement to Enter Into Ground Lease ("Agreement to Enter"), dated January 1,
2003, with Flagstone Island Gardens ("Flagstone") to provide for: (a) an extension of all deadline
dates in the Agreement to Enter for eighteen (18) months from the dates set forth in the
Agreement to Enter, provided that there is no extension to the Outside Date which is deemed to
be January 1, 2007; and (b) modification of certain definitions related to Hotel A, Hotel B and
the Approved Time Shares.
BACKGROUND:
The City and Flagstone entered into an Agreement to Enter into a Ground Lease (the "Agreement
to Enter") on January 1, 2003 consistent with all material aspects of the Watson Island RFP and
the Island Gardens Proposal and setting forth the conditions for the future execution of a long-
term ground lease ("Lease") with Flagstone Island Gardens.
The conditions provided in the Agreement to Enter set forth certain time frames for performance.
This Amendment provides for an extension of all of the deadline dates set forth in the Agreement
to Enter, except the Outside Date for entering into the Lease, which will be January 1, 2007.
The Amendment also modifies the definition of Hotel A and Hotel B to provide for an aggregate
of 500 hotel units, with 120 in Hotel A and 380 in Hotel B; the 500 hotel units are exclusive of
the Time Share Units. The aggregate of 500 rooms is consistent with the original Flagstone
proposal and the breakdown is as approved in the Major Use Special Permit ("MUSP"). This
Amendment will delete references to adjustments to the number of units, which allowed an
increase in the number of units in order to reach a full floor of keys given that the MUSP has
been approved.
Honorable Mayor and Members
Of the City Commission
Page 2
The Amendment further provides that the Time Share Units shall not exceed 105 units. This is
consistent with the original proposal, the approved Major Use Special Permit and Form of
Ground Lease and adds a provision to allow "Sharing Arrangements" of the Time Shares.
Sharing Arrangements means sharing arrangements entered into by Time Share Users so as to
permit the shared usage of any Time Share Unit pursuant to any Approved Time Share License.
The Amendment further clarifies that no "locked off' portion of a Time Share Unit can be
separately conveyed or rented out, and each Approved Time Share License shall be for the entire
applicable Time Share Unit.
This Amendment also clarifies that the cabana, spa, fitness and other Hotel facilities and
amenities may or may not be located within the structure of the Hotel, which is consistent with
Flagstone's original proposal.
JA/LH /L/AB /m CC Flagstone-0 Amendment to Agreement to Enter into Ground Lease and Ground
Lease