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Home My WebLink AboutR-17-0322City of Miami Resolution R-17-0322 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 2297 Final Action Date: 7/13/2017 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), DIRECTING THE CITY ATTORNEY TO PREPARE AN AMENDMENT TO THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ("CHARTER") FOR CONSIDERATION AT THE REFERENDUM SPECIAL ELECTION TO BE HELD CONCURRENTLY WITH THE GENERAL MUNICIPAL ELECTION SCHEDULED FOR NOVEMBER 7, 2017, PROPOSING, UPON APPROVAL OF THE ELECTORATE, TO AMEND SECTION 29-B OF THE CHARTER, ENTITLED "CITY -OWNED PROPERTY SALE OF LEASE -GENERALLY," TO AUTHORIZE THE CITY COMMISSION BY A FOUR -FIFTHS (4/STHS) AFFIRMATIVE VOTE TO WAIVE COMPETITIVE BIDDING AND TO EXECUTE A FIFTH AMENDMENT ("FIFTH AMENDMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, TO THE LEASE AGREEMENT ("LEASE") BETWEEN THE CITY OF MIAMI ("CITY") AND ALIGNED BAYSHORE MARINA LLC ("BAYSHORE MARINA") FOR CITY - OWNED PROPERTY LOCATED AT 2550 SOUTH BAYSHORE DRIVE, MIAMI, FLORIDA ("PROPERTY") TO MODIFY CERTAIN PROVISIONS OF THE LEASE AS STATED HEREIN INCLUDING THE EXTENSION OF THE CURRENT LEASE TERM BY AN ADDITIONAL TERM OF APPROXIMATELY THIRTY-TWO (32) YEARS WITH TWO (2) ADDITIONAL TEN (10) YEAR OPTIONS TO RENEW, AN ADDITIONAL MINIMUM RENT PAYMENT OF TWO HUNDRED THOUSAND DOLLARS ($200,000.00) PER LEASE YEAR (A MINIMUM OF TEN MILLION DOLLARS [$10,000,000.00] OVER THE BASE TERM OF THE AMENDED LEASE EXCLUDING RENEWAL OPTIONS), OR ONE AND THREE QUARTERS PERCENT (1.75%) OF GROSS RENT RECEIPTS DERIVED FROM THE PROPERTY, WHICHEVER IS GREATER, AS ADDITIONAL RENT DUE TO THE CITY, INCLUSIVE OF SIGNIFICANT CAPITAL IMPROVEMENTS TO THE PROPERTY OF A MINIMUM OF SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00) TO BE SPENT WITHIN THREE (3) YEARS OF APPROVAL OF THE FIFTH AMENDMENT BY THE ELECTORATE, THE CREATION OF A CAPITAL ACCOUNT REQUIRING A MINIMUM ADDITIONAL INVESTMENT TO THE PROPERTY OF FOUR MILLION DOLLARS ($4,000,000.00) OVER THE FULL AMENDED LEASE TERM INCLUDING RENEWAL OPTIONS, IMPLEMENTATION OF A TRANSFER FEE IF THE PROPERTY IS TRANSFERRED OR ASSIGNED, A REFINANCING FEE SHOULD THE PROPERTY BE REFINANCED AFTER THE INITIAL REFINANCING; SUBJECT TO TWO (2) INDEPENDENT APPRAISALS OBTAINED BY THE CITY AFFIRMING FAIR MARKET VALUE OF THE PROPERTY; FURTHER PROVIDING FOR CONSENT TO THE RELATED SUBMERGED LANDS LEASE AND WAIVER OF DEED RESTRICTIONS REQUIRED FROM THE STATE OF FLORIDA; SUBJECT TO APPROVAL OF THE AMENDMENT BY REFERENDUM, CONSENT TO THE RELATED SUBMERGED LAND LEASE, AND WAIVER OF DEED RESTRICTIONS BY THE STATE OF FLORIDA; WITH ADDITIONAL City of Miami Page 1 of 4 File ID: 2297 (Revision: A) Printed On: 3/24/2025 File ID: 2297 Enactment Number: R-17-0322 TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN THE FIFTH AMENDMENT. WHEREAS, a Lease Agreement ("Lease") was originally entered between the City of Miami ("City") and Bayshore Properties, Inc. ("BPI") on September 20, 1985 and authorized by City Commission Resolution No. 85-717, adopted July 18, 1985, with related ballot language approved by referendum on August 13, 1985; and WHEREAS, that certain Lease was assigned to Grove Marina Market, Ltd. ("GMM") by virtue of that certain Assignment of Lease dated March 16, 1986, that certain Acceptance of Assignment of Lease dated March 14, 1986, and that certain Consent by and between Landlord and BPI dated March 13, 1986; and WHEREAS, that certain Lease was amended by that certain Memorandum of Understanding dated August 30, 1991, that certain Memorandum of Understanding dated September 10, 1993, as modified by Correction of Scrivener's Error recorded on February 24, 1994 in Official Records Book 16258, Page No. 494 of the Public Records of Miami -Dade County, Florida, and that certain Amendment to Lease dated November 14, 2001; and WHEREAS, that certain Lease was further assigned by GMM to Bayshore Landing, LLC ("Landing") by that certain Assignment and Assumption of Master Lease dated August 20, 2004 and that certain Consent to Assignment dated August 23, 2004; and WHEREAS, that certain Lease was further amended by that certain Second Amendment to Lease between the Landlord and Landing dated August 20, 2004, that certain Memorandum of Lease dated August 20, 2004 recorded in Official Records Book 22606, Page No. 2426 of the Public Records of Miami -Dade County, Florida, that certain Third Amendment to Lease between Landlord and Landing dated December 27, 2004, and that certain Fourth Amendment to Lease between Landlord and Landing dated as of February 26, 2015; and WHEREAS, that certain Lease was further assigned by Landing to Aligned Bayshore Marina LLC ("Bayshore Marina") by that certain Assignment and Assumption of Master Lease dated April 8, 2015 and that certain Consent to Assignment dated April 15, 2015; and WHEREAS, the City and Bayshore Marina wish to enter into the Fifth Amendment, in substantially the attached form, to the Lease which will extend the term of the Lease by approximately thirty-two (32) years and two (2) additional ten (10) year options in exchange for an additional minimum rent payment of Two Hundred Thousand Dollars ($200,000.00) per Lease Year (a minimum of ten million dollars [$10,000,000.00] over the base term of the amended Lease excluding renewal options), or one and three quarters percent (1.75%) of Gross Rent Receipts derived from the Property, whichever is greater, as Additional Rent due to the City, significant capital improvements of a minimum of seven million five hundred thousand dollars ($7,500,000.00) to the property located at approximately 2550 South Bayshore Drive, Miami, Florida ("Property") to be spent within three (3) years of approval by the electorate of the Fifth Amendment, the creation of a capital account requiring a minimum additional investment to the Property of four million dollars ($4,000,000.00) over the full amended Lease term including renewal options, implementation of a transfer fee if the Property is transferred or assigned, a refinancing fee should the Property be refinanced after the initial refinancing, and pursuant to Section 29-b of the Charter of the City of Miami, Florida, as amended ("Charter"), entitled "City - owned property sale or lease -Generally," and Subpart A, Section 3 (f)(III) of the Charter entitled "Powers," two (2) independent appraisals obtained by the City affirming fair market value of the Property, providing for consent to the related Submerged Lands Lease and Waivers of Deed City of Miami Page 2 of 4 File ID: 2297 (Revision: A) Printed on: 3/24/2025 File ID: 2297 Enactment Number: R-17-0322 restrictions that are required from the State of Florida, with additional terms and conditions as more particularly set forth in the Fifth Amendment, subject to the approval of the Fifth Amendment by referendum; and WHEREAS, currently, pursuant to Section 29-B of the Charter, entitled "City -owned property sale or lease -Generally," City is not permitted to execute the Fifth Amendment for the long-term renewal period(s) requested by Bayshore Marina; and WHEREAS, Section 2-112 of the Code of the City of Miami, as amended ("City Code") requires the City Commission to adopt a resolution directing the City Attorney to prepare a Charter amendment; 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 Attorney is directed to prepare an amendment to the Charter for consideration at the Referendum Special Election to be held concurrently with the General Municipal Election scheduled for November 7, 2017 proposing, upon approval of the electorate to amend Section 29-B of the Charter, entitled "City -owned property sale or lease -Generally," to authorize the City Commission by a four -fifths (4/5ths) affirmative vote to waive competitive bidding and to execute a Fifth Amendment, in substantially the attached form, to the Lease between the City and Bayshore Marina for the Property, to modify certain provisions of the Lease as stated herein including the extension of the current Lease Term by an additional term of approximately thirty-two (32) years with two (2) additional ten (10) year options to renew, an additional minimum rent payment of Two Hundred Thousand Dollars ($200,000.00) per Lease Year (a minimum of ten million dollars [$10,000,000.00] over the base term of the amended Lease excluding renewal options), or one and three quarters percent (1.75%) of Gross Rent Receipts derived from the Property, whichever is greater, as Additional Rent due to the City, significant capital improvements of a minimum of seven million five hundred thousand dollars ($7,500,000.00) to the Property to be spent within three (3) years of approval by the electorate of the Fifth Amendment, the creation of a capital account requiring a minimum additional investment to the Property of four million dollars ($4,000,000.00) over the full amended Lease term including renewal options, implementation of a transfer fee if the Property is transferred or assigned, a refinancing fee should the Property be refinanced after the initial refinancing, and subject to two (2) independent appraisals obtained by the City affirming fair market value of the Property, providing for consent to the related Submerged Lands Lease and Waivers of Deed restrictions that are required from the State of Florida, with additional terms and conditions as more particularly set forth in the Fifth Amendment, subject to the approval of the Fifth Amendment by referendum. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.' 1 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) 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 4 File ID: 2297 (Revision: A) Printed on: 3/24/2025 File ID: 2297 Enactment Number: R-17-0322 APPROVED AS TO FORM AND CORRECTNESS: z, i y ttor ey ) 12/14/2017 City of Miami Page 4 of 4 File ID: 2297 (Revision: A) Printed on: 3/24/2025