HomeMy WebLinkAboutR-14-0243City of Miami
Legislation
Resolution: R-14-0243
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 14-00524 Final Action Date: 6/26/2014
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 FOURTH AMENDMENT TO THE
AMENDED AND RESTATED LEASE AGREEMENT, RETAIL PARCEL
("AMENDMENT"), BETWEEN THE CITY OF MIAMI ("CITY") AND BAYSIDE
MARKETPLACE, LLC, A DELAWARE LIMITED LIABILITY COMPANY, SUCCESSOR
BY MERGER TO BAYSIDE CENTER LIMITED PARTNERSHIP ("DEVELOPER"), IN
SUBSTANTIALLY THE ATTACHED FORM, FOR CITY -OWNED PROPERTY
LOCATED AT 401 BISCAYNE BOULEVARD, MIAMI, FLORIDA, TO MODIFY
CERTAIN PROVISIONS OF THE LEASE AND RECOGNIZE THE SUB -GROUND
LEASE TO THE SKYRISE MIAMI, LLC ("SKYRISE") TOWER SUBLEASE, AS
STATED HEREIN, TO INCLUDE THE EXTENSION OF THE CURRENT LEASE
TERM, PROVIDED ALL RENEWAL OPTIONS ARE VALIDLY EXERCISED, BY
FIFTY-THREE (53) YEARS; AMENDING THE RENTAL PAYMENTS AND TO
INCLUDE THE TOWER RENT AND TOWER PERCENTAGE RENT AS DEFINED IN
THE AMENDMENT; ESTABLISHING THE MINIMUM BASE RENT PAYMENTS ON
THE EFFECTIVE DATE; REQUIRING RENT ADJUSTMENTS BASED ON
APPRAISALS CONDUCTED EVERY TEN (10) YEARS FROM THE EFFECTIVE
DATE FOR SKYRISE AND UPON THE FIRST RENEWAL TERM FOR DEVELOPER;
ESTABLISHING A TRANSFER FEE FROM THE DEVELOPER AND SKYRISE;
SUBJECT TO APPROVAL OF THE AMENDMENT BY REFERENDUM; WITH
ADDITIONAL TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH
IN THE AMENDMENT, WHICH TERMS MAY BE AMENDED BY THE CITY
MANAGER AND THE CITY ATTORNEY AS MAY BE NECESSARY IN ORDER TO
MEET THE BEST INTERESTS OF THE CITY.
WHEREAS, the City of Miami ("City") and Bayside Marketplace, LLC, a Delaware limited
liability company, successor by merger to Bayside Center Limited Partnership ("Developer") are the
current landlord and tenant, respectively, for certain premises located at Bayside Marketplace in
Miami, Florida, as more particularly described in the Lease ("Leased Property"). A memorandum of
the Lease was recorded in Book 12684, at Page 157, and supplemented in Book 13492, at Page
3199, both of the Public Records of Miami -Dade County, Florida; and
WHEREAS, the City and the Developer, under that certain Amended and Restated Lease
Agreement dated as of October 15, 1985, as amended by that certain First Amendment to Amended
and Restated Lease Agreement dated as of August 19, 1986, as further amended by that certain
Second Amendment to Amended and Restated Lease Agreement dated as of November 24, 1987,
and as further amended by that certain Third Amendment to Amended and Restated Lease
Agreement dated as of April 15, 1993 (collectively and together with any attachments, exhibits or
riders thereto, the "Lease"); desire to modify certain provisions of the Lease, and recognize the Tower
Sublease, on the terms and conditions set forth herein and subject to any conditions, approvals,
City of Miami
Page 1 of 3 File Id: 14-00524 (Version: 21 Printed On: 1/4/2018
File Number: 14-00524 Enactment Number: R-14-0243
reservations and stipulations existing by virtue of applicable laws, rules, regulations and business
negotiations relative to the particulars of the Tower Sublease as follows; and
WHEREAS, in exchange for extending the term of the Retail Lease by fifty-three (53) years,
increasing the cap on refinancing to eighty percent (80%) of the appraised value of the improvements
and increasing the maximum allowable square footage to include the development of a 1,000 foot tall
observation and entertainment tower known as Skyrise, the City will receive an up -front payment of
$10,000,000.00 plus three percent (3%) of the first $125,000,000.00 in refinancing for a total
payment of $13,750,000.00; the current annual minimum base rent of $1,000,000.00 will be
increased to $1,540,000.00 and the percentage rent calculation will be changed from a calculation
involving a percentage of the Developer's profits, which the City has received $0.00 over the life of
the Lease, to six percent (6%) of their gross revenues above a natural breakpoint of $25,666,666.00;
a minimum base rent for the Skyrise Tower in the amount of $1,059,082.00 and 1.5% of the gross
sales of SkyRise over a breakpoint;
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 Fourth Amendment to the Amended and Restated Lease Agreement, retail
parcel, ("Amendment") Lease between the City and the Developer, in substantially the attached form,
for the City -owned property located at 401 Biscayne Boulevard, Miami, Florida, to modify certain
provisions of the lease and recognize the sub -ground lease to SkyRise Miami, LLC ("SkyRise") Tower
Sublease, as stated herein, to include the extension of the current lease term, provided all renewal
options are validly exercised, by fifty-three (53) years; amending the rental payments and to include
the Tower Rent and Tower Percentage Rent as defined in the Amendment; establishing the Minimum
Base Rent payments on the Effective Date; requiring rent adjustments based on appraisals
conducted every ten (10) years from the Effective Date for Skyrise and upon the first renewal term for
Developer; establishing a Transfer Fee from the Developer and Skyrise; subject to approval of the
Amendment by referendum; with additional terms and conditions as more particularly set forth in the
Amendment, which terms may be amended by the City Manager and the City Attorney as may be
necessary in order to meet the best interests of the City.
Section 3. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor. {2}
Footnotes:
City of Miami Page 2 of 3 File Id: 14-00524 (Version: 21 Printed On: 1/4/2018
File Number: 14-00524 Enactment Number: R-14-0243
{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 3 of 3 File Id: 14-00524 (Version: 21 Printed On: 1/4/2018