HomeMy WebLinkAboutLegislationCity of Miami
Legislation
Resolution
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 10-00562 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
APPROVING CERTAIN TERMS AND CONDITIONS ON EXHIBIT A ("EXHIBIT A")
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");
AUTHORIZING AND DIRECTING THE CITY MANAGER AND THE CITY
ATTORNEY TO FINALIZE THE AMENDED AND RESTATED AGREEMENT TO
ENTER INTO GROUND LEASE ("AMENDED AND RESTATED AGREEMENT TO
ENTER") AND THE FORM OF AMENDED AND RESTATED GROUND LEASE(S)
TO PROVIDE FOR, INTER ALIA: (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
FLAGSTONES OPTION; (3) ESTABLISHING AN ANNUAL PAYMENT SCHEDULE
FOR ALL COMPONENTS 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 AND OTHER CONDITIONS RELATED TO DEVELOPMENT ON A
COMPONENT BY COMPONENT BASIS; (4) EXTENDING CERTAIN MILESTONE
DATES IN THE TIMELINES FOR CONSTRUCTION COMMENCEMENT,
COMPLETION, AND OTHER DEVELOPMENT MATTERS AS SET FORTH IN
EXHIBIT A; AND (5) PROVIDING FOR SECURITY DEPOSIT(S) ON A
COMPONENT BY COMPONENT BASIS; FURTHER AUTHORIZING THE CITY
MANAGER TO EXTEND TO JULY 8, 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 JULY 8, 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
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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 conditions that must be met for the future
execution of a Tong -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) 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
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development on a component by component basis, as described in Exhibit A; (4) extending certain
milestone dates in the timelines for construction commencement, completion, and other development
matters as set forth in Exhibit A; and (5) 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, on March 25, 2010, the City Commission pursuant to Resolution No. 10-0144,
authorized a further extension of the expiring Agreement to Enter until the May 13, 2010 City
Commission meeting in order to continue negotiations regarding terms and conditions of the
extension; and
WHEREAS, the parties have reached an understanding as to certain business terms and
conditions and have requested for the matter to be extended and continued until the July 8, 2010 City
Commission meeting to allow the parties (i) to review the proposed changes in the Amended and
Restated Ground Lease(s) with 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 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 (ii) 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 and conditions on Exhibit A attached and
incorporated herein by this reference ("Exhibit A") related to the Agreement to Enter and Ground
Lease, between the City and Flagstone, and authorizes and directs the City Manager{1} and the City
Attorney to finalize the Amended and Restated Agreement to Enter and the Amended and Restated
Ground Lease(s) to provide 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 the Exhibit A; (2) extending the
possession date from February 1, 2010 to February 1, 2013, or sooner, at Flagstone's option; (3)
establishing an annual payment schedule for 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 other conditions related to development on a component by component basis, as
described in Exhibit A; (4) extending certain milestone dates in the timelines for construction
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commencement, completion, and other development matters as set forth in Exhibit A; and (5)
providing for security deposit(s) on a component by component basis.
Section 3. The City Manager is further authorized{1} to extend to July 8, 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 July 8, 2010 City Commission meeting.
Section 4. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.{2}
APPROVED AS TO FORM AND CORRECTNESS:
JULIE 0. 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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