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Resolution
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 14-00431 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, A COMPLIANCE AGREEMENT WITH
FLAGSTONE ISLAND GARDENS, LLC ("DEVELOPER") FOR DEVELOPER'S
CONTINUING COMPLIANCE WITH THE PARTIAL MODIFICATION OF ORIGINAL
RESTRICTIONS TO DEED NO. 19447-H (THE "MODIFICATION OF
RESTRICTIONS"), WITH THE BOARD OF TRUSTEES OF THE INTERNAL
IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA (THE "BOARD OF
TRUSTEES") AND THE CITY OF MIAMI, SUBJECT TO PRIOR APPROVAL BY THE
BOARD OF TRUSTEES, AND TO UNDERTAKE ALL THE STEPS NECESSARY TO
SUPERSEDE AND TERMINATE DEED NO. 19447-F.
WHEREAS, the City of Miami ("City") is the owner of certain real property located on Watson
Island at approximately 1050 MacArthur Causeway, Miami, Florida which is a portion of the lands
conveyed to the City by the Deed which is described in Composite Exhibit "A", attached and
incorporated (the "Property"); 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
regarding leasing the Property to a Flagstone Island Gardens, LLC ("Developer") for the Watson
Island Mega Yacht project ("Project") and pursuant to Referendum on November 6, 2001
("Referendum") the voters returned an affirmative vote; and
WHEREAS, the City entered into the Agreement to Enter Into Ground Lease, as amended
(collectively, "Agreement to Enter") that includes certain required conditions precedent that must be
met for the future execution of long-term Ground Lease(s) ("Ground Lease(s)") for either phased
development or simultaneous development of the Project with the Developer; and
WHEREAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of
Florida (the "Board of Trustees") approved a modification of the Original Restrictions on June 24,
2004, and executed and delivered an instrument entitled "Partial Modification of Restrictions" on March
2, 2005, and same was recorded on March 18, 2005, in Official Records Book 23181, Page 775,
Public Records of Miami -Dade County, Florida; and
WHEREAS, the Board of Trustees approved an additional modification of the Original
Restrictions on August 16, 2011 regarding, inter alia, phased development, and executed and
delivered an instrument entitled "Amended and Restated Partial Modification of Restrictions" on
September 15, 2011, and the same was recorded on September 16, 2011, in Official Records Book
27828, Page 3675, Public Records of Miami -Dade County, Florida; and
WHEREAS, the Amended and Restated Partial Modification of Restrictions automatically and
immediately terminated on January 18, 2012, through no fault of the City, the Board of Trustees, or the
State of Florida Department of Environmental Protection, Division of State Lands (the "Division"); and
City of Miami Page 1 of 3 File Id: 14-00431 (Version: 1) Printed On: 4/29/2014
File Number: 14-00431
WHEREAS, the City is still desirous of leasing the Property to the Developer to allow for the
construction and operation of a public and private commercial marina and mixed use waterfront
development, including any and all uses permitted under the Ground Lease, as defined below (as a
whole or in phases, the "Development"), and in order to accomplish the same, it is necessary that the
Original Restrictions be modified by the Board of Trustees; and
WHEREAS, the Development is still in the public interest because it will convert the Property
from a sparse, unimproved field to a location that will contain cultural, scenic, and recreational values
that will benefit the public while at the same time retaining sixty (60) percent of the Development as
open space in the form of gardens, walkways, and a waterfront promenade available to residents and
visitors for cultural and recreational activities; and
WHEREAS, in furtherance of the public interest, the Development will still also assist tourism,
provide training and employment opportunities to residents, and generate significant tax revenue for
the City, Miami -Dade County and the State of Florida; and
WHEREAS, the Board of Trustees and the City desire to modify the Original Restrictions on the
terms and conditions set forth in a proposed Partial Modification of Original Restrictions to Deed No.
19447-H ("Modification of Restrictions"); and
WHEREAS, the City desires to authorize the City Manager to negotiate and execute, in form
acceptable to the City Attorney, the proposed Modification of Restrictions effective as of
, 2014; and
WHEREAS, the Board of Trustees has scheduled consideration of approval of the Modification
of Restrictions on its May 13, 2014 agenda; and
WHEREAS, the Developer understands and agrees that as additional conditions precedent to
the entering into the Ground Lease(s) with the City, (1) the Developer must execute the related
Compliance Agreement for Developer's Continuing Compliance with the Modification of Restrictions
("Compliance Agreement"); and (2) as a condition of the Compliance Agreement, the Developer must
provide to the City a continuing Five Hundred Thousand Dollar ($500,000.00) payment and
performance bond as additional security in connection with the existing Escrow Agreement, between
the City, the Developer, and Shutts & Bowen LLP as Escrow Agent;
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 fully set forth in this Section.
Section 2. The City Manager is authorized(1) to negotiate and execute, in a form acceptable to
the City Attorney, a Compliance Agreement with Developer, for Developer's continuing compliance with
the Modifications of Restrictions, with the Board of Trustees and the City, subject to prior approval by
the Board of Trustees, and to undertake all the steps necessary to supersede and terminate Deed No.
19447-F.
Section 3. This Resolution shall become effective immediately upon its adoption and signature
of the Mayor.{2}
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File Number: 14-00431
APPROVED AS TO FORM AND CORRECTNESS:
VICTORIA MENDEZ
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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