HomeMy WebLinkAboutSummary FormAGENDA ITEM SUMMARY FORM
FILE ID: �'
Date: 7/17/12 Requesting Department: Public Facilities
Commission Meeting Date: 7/26/12
District Impacted: 2
Type: ® Resolution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion Item
(1 Other
Subject: Resolution a rovin the Second Amended and Restated Partial Modification of Restrictions
to Deed No, 19447-F.
Purpose of Item:ed
The administration recommends that the Miami
City
Commission
and RestatedlPartialclModi•rcation ofl
authorizing the City Manager to execute theSecond Amended
Restrictions to Deed No. 19447-F, in substantially the
F�uided of form' in relation
of Flo�clae(tl ey, with 'Boardtlof
Board of Trustees of the Internal Improvement
Trustees") and Flagstone Island Gardens, LLC ("Flagstone"), subject to prior approval of the Board of
Trustees.
Background Information:
See supplemental sheets.
Budnet Impact Analysis
Is this item related to revenue? $
NO Is this item an expenditure? If so, please identify funding source below.
General Account No:
Special. Revenue Account No:
CIP Project No: Improvement Bonds?
NO Is this item funded by Homeland Defense/Neighborhood Irnp
Start Up Capital Cost:
Maintenance Cost:
Total Fiscal Impact:
CIP N/A
If using or reccivinNcapital funds
Grants
Purchasing
N/A
Final Approvals
tSTCN� AND DATEi
Budget - —
Risk Management
Dept. Directo
Chief
/j�/�/ City Manager
/ � �—�
Pagel of 4
Subject: Resolution approving Amended and Restated Partial Modification of Restrictions related to
Deed No. 19447-G,
Background Information:
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"), Pursuant to the processes
outlined in the City's Charter Section 29-C for the City's Mega Yacht Marina and Mixed Use Waterfront
Development Request for Proposal ("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 ("Flagstone") submitted a proposal and was selected as the successful proposer. As
also required by the City's Charter Section 29-C, 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 approving requirements of the Project and the Flagstone Proposal.
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"). •
The Agreement to Enter had certain required conditions precedent that must be met for the future
execution of a long-term Ground Lease with Flagstone. 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").
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").
Subsequently, 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.
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").
The RFP contemplates that the Project may be developed by one developer on a componentby
component basis.
Flagstone 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.
In connection with the cooperation provisions of the Agreement to Enter, Flagstone 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.
Page 2 of 4
The parties negotiated and desired to enter into the Amended and Restated Agreement to Enter into
Ground Lease ("Amended and Restated Agreement to Enter")
af d thewhicAmended
was in and conformando est ted Ground
Lease(s) ("Amended and Restated Ground Lease(s)"), each
itthe
Referendum and 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 "AuthorizingRs Resolution"),
each of which was attached to the Authorizing Resolution and incorporated thereby, providing for,
ter
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 Authorizing Resolution and Exhibit A thereto; (2) extending the
possession elate 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).
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 which conformed with the
Referendum requirements, 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 modified 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.
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, which also conformed
with the Referendum requirements, with the City and Flagstone (the "Amended and Restated State
Partial Waiver") incorporating the new terns 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
ture material amendments to the
mended
of Restated
Ground
l Protection) he "Division"), and (2) any and/or the Amended and Restated ed Agreement to Enter must first receive
and Restated Ground Lease(s)
prior approval by the Board of Trustees at a regularly scheduled meeting.
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, 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 was provided to the
City prior to consideration of this Resolution, and (3) that Flagstone make certain payments to and
undertake certain other requirements of the Board of Trustees in connection with the Amended and
Restated State Partial Waiver.
Pursuant to Resolution No. 11-0337, adopted September 15, 2011, the City Commission authorized the
City Manager to execute the Amended and Restated State Partial Waiver, and subsequently City
Manager, the Board of Trustees and Flagstone executed the Amended and Restated State Partial Waiver
with an effective date of September 15, 201'1.
Page 3 of 4
Flagstone has continued to make all required payments to the City and to fulfill its continuing
• obligations to the City, and the City and Flagstone have subsequently entered into the Amended and
Restated Agreement to Enter Into Ground Lease, an Escrow Agreement covering Flagstone's deposit
obligations to the City, and an Indemnification Agreement from Flagstone to the City.
•
Subsequently due to a technical default by Flagstone, the Division and the Board of Trustees determined
to revoke and further revise and amend the Amended and Restated State Partial Waiver in relation to
Flagstone, but not in relation to the City.
Flagstone is continuing to fulfill its cure requirements to the City under' the Amended and Restated
Agreement to Enter Into Ground Lease to correct and to cure Flagstone's technical default to the
Division and the Board of Trustees.
The Board of Trustees is scheduled to consider a Second Amended and Restated State Partial Waiver in
relation to Flagstone at the August 7`h Board of Trustees meeting, and due to the City Commission's
August recess, flagstone is requesting that the City Commission consider authorizing the City Manager
to execute a Second Amended .and Restated Partial State Waiver that revises and amends certain
provisions regarding Flagstone, but does not change any provisions required by the Referendum and
•
does not change any provisions regarding the City from the earlier September 15, 2011 Amended and
Restated Partial State Waiver (a copy of which is attached and incorporated).
Page 4 of 4