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Home My WebLink AboutR-11-0337City of Miami Legislation Resolution: R-11-0337 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11-00767 Final Action Date: 9/15/2011 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE THE AMENDED AND RESTATED PARTIAL MODIFICATION OF RESTRICTIONS TO DEED NO. 19447-F, IN SUBSTANTIALLY THE ATTACHED FORM (THE "AMENDED AND RESTATED STATE PARTIAL WAIVER") WITH THE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA (THE "BOARD OF TRUSTEES") AND FLAGSTONE ISLAND GARDENS, LLC ("FLAGSTONE"), WITH (1) ANY FUTURE CONTEMPLATED MATERIAL MODIFICATIONS TO THE REFERENCED AMENDED AND RESTATED GROUND LEASE(S) AND/OR AMENDED AND RESTATED AGREEMENT TO ENTER INTO GROUND LEASE(S) SUBJECT TO PRIOR DISCUSSION AND REVIEW WITH THE DIVISION OF STATE LANDS, STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION, AND (2) ANY FUTURE MATERIAL AMENDMENTS TO THE AMENDED AND RESTATED GROUND LEASE(S) AND/OR AMENDED AND RESTATED AGREEMENT TO ENTER INTO GROUND LEASE(S) SUBJECT TO PRIOR APPROVAL BY THE BOARD OF TRUSTEES. 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 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 required conditions precedent 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 City of Miami Page 1 of 4 File Id: 11-00767 (Version: 1) Printed On: 10/18/2017 File Number: 11-00767 Enactment Number: R-11-0337 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 September 1, 2013, whichever comes earlier; and WHEREAS, the parties have negotiated and desire to enter into the terms and conditions of Exhibit A ("Exhibit A"), the Amended and Restated Agreement to Enter into Ground Lease ("Amended and Restated Agreement to Enter") and the Amended and Restated Ground Lease(s) ("Amended and Restated Ground Lease(s)"), each of which was authorized by the City Commission, subject to subsequent State of Florida required approval, on September 23, 2010 pursuant to Resolution No. R-10-0402 (the "Authorizing Resolution"), each of which was attached to the Authorizing Resolution and incorporated thereby, providing for, inter alia, (1) Flagstone's option to develop the Project in its entirety all at once, or on a component by component basis as described in Exhibit A attached to the Authorizing Resolution; (2) extending the possession date from February 1, 2010 to September 1, 2013, or sooner, at Flagstone's option; (3) establishing an annual payment schedule based upon all components commencing with three hundred thousand dollars ($300,000) and increasing to two million dollars ($2,000,000) by year 2018, subject to certain credits and certain conditions related to development on a component by component basis, as described in Exhibit A to the Authorizing Resolution; (4) extending certain milestone dates in the timelines for construction commencement, completion, and other development matters as set forth in Exhibit A to the Authorizing Resolution; and (5) providing for security deposit(s); and WHEREAS, the proposed changes in the Amended and Restated Ground Lease(s) required approval by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida ("Board of Trustees") as required by the Partial Modification of Restrictions for the Property, filed for City of Miami Page 2 of 4 File Id: 11-00767 (Version: 1) Printed On: 10/18/2017 File Number: 11-00767 Enactment Number: R-11-0337 record March 18, 2005 in Deed Book 23181, Page 775 of the Public Records of Miami -Dade County, Florida (the "Partial Modification of Restrictions") which modifies the restrictions set forth within Deed No. 19447 from the Board of Trustees in favor of the City filed for record April 11, 1949 in Deed Book 3130, Page 257 of the Public Records of Dade County, Florida; and WHEREAS, the Board of Trustees at its August 16, 2011 meeting authorized the execution and delivery of a new Amended and Restated Partial Modification of Restrictions to Deed No. 19447-F with the City and Flagstone (the "Amended and Restated State Partial Waiver") incorporating the new terms and conditions of Exhibit A, the Amended and Restate Agreement to Enter, and the Amended and Restated Ground Lease(s), and required that: (1) in the event that Flagstone and the City contemplate in the future any material modifications to the Amended and Restated Ground Lease(s) and/or the Amended and Restated Agreement to Enter, Flagstone and the City must discuss such proposed modifications with the Division of State Lands, State of Florida Department of Environmental Protection, and (2) any future material amendments to the Amended and Restated Ground Lease(s) and/or the Amended and Restated Agreement to Enter must first receive prior approval by the Board of Trustees at a regularly scheduled meeting; and WHEREAS, the Authorizing Resolution and Exhibit A thereto also required upon approval by the Board of Trustees of the Amended and Restated State Partial Waiver, that (1) the City Manager return to the City Commission for approval of the Amended and Restated State Partial Waiver, and (2) Flagstone provide a $300,000.00 certified check to the City for time extension Consideration for Use payments, now for the time period from October 1, 2010 through September 30, 2011 as a required condition precedent to approval of the Amended and Restated State Partial Waiver, which certified check has been provided to the City prior to consideration of this Resolution; 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 Amended and Restated Partial Modification of Restrictions to Deed No. 19447-F, in substantially the attached form, with the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (the "Board of Trustees") and Flagstone Island Gardens, LLC ("Flagstone"), with (1) any future contemplated material modifications to the referenced Amended and Restated Ground Lease(s) and/or the Amended and Restated Agreement to Enter Into Ground Lease(s) subject to prior discussion and review with the Division of State Lands, State of Florida Department of Environmental Protection, and (2) any future material amendments to the Amended and Restated Ground Lease(s) and/or Amended and Restated Agreement to Enter Into Ground Lease(s) subject to prior approval of the Board of Trustees. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: City of Miami Page 3 of 4 File Id: 11-00767 (Version: 1) Printed On: 10/18/2017 File Number: 11-00767 Enactment Number: R-11-0337 {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 4 of 4 File Id: 11-00767 (Version: 1) Printed On: 10/18/2017