HomeMy WebLinkAboutResolutionCity of Miami
Resolution
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 2575
TO BE WITHDRAWN.
Final Action Date: 1/25/2018
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 ("CHARTER") FOR CONSIDERATION AT THE REFERENDUM
SPECIAL ELECTION TO BE HELD ON , 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 AUTHORIZE THE CITY MANAGER TO EXECUTE THE
AGREEMENT TO ENTER INTO A DEVELOPMENT AGREEMENT ("AGREEMENT"), IN
SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY") AND
ESJ JI LEASEHOLD, LLC ("ESJ") AMENDING CERTAIN TERMS OF THE EXISTING LEASE
AND DEVELOPMENT AGREEMENT BETWEEN THE CITY AND ESJ INCLUDING, BUT NOT
LIMITED TO, THE FOLLOWING MATERIAL TERMS: EXECUTION OF THE AGREEMENT
FOR ADDITIONAL IMPROVEMENTS ON THE 19.35 ACRES OF CITY OWNED
WATERFRONT PROPERTY WITH ESJ TO MODIFY THE CURRENT REMAINING LEASE
TERM ("TERM") OF FORTY THREE (43) YEARS AND EXTEND THE TERM FROM 2060 TO
2099; PROVIDE ONE PERCENT (1%) RENT FROM ANNUAL GROSS REVENUE FROM A
$50,000,000.00 HOTEL, WITH A ONE HUNDRED THIRTY (130) FOOT MAXIMUM HEIGHT,
SUBJECT TO CITY DESIGN APPROVAL AND SUCCESSFUL ZONING CHANGES, AND AN
EIGHTEEN (18) MONTH RENT ABATEMENT; PROVIDE PARKING, RETAIL/RESTAURANT
AND MEETING ROOM SPACE; PROVIDE AN ICHIMURA-MIAMI JAPANESE GARDENS
SEVEN HUNDRED THOUSAND DOLLAR PAYMENT ($700,000.00); PROVIDE A $500,000.00
GREEN ENERGY EDUCATIONAL FACILITY; ESTABLISH A RESERVE ACCOUNT FOR
CAPITAL REPAIRS OF TWO HUNDRED THOUSAND DOLLARS ($200,000.00) PER YEAR;
IMPLEMENT A THREE PERCENT (3%) TRANSFER FEE OF GROSS SALES; AND
FURTHER IMPLEMENT AN APPROXIMATE ONE PERCENT (1%) REFINANCING FEE; WITH
RESTRICTIONS, REVERSIONS, AND RETENTION BY THE CITY OF ALL OTHER RIGHTS.
WHEREAS, the City of Miami ("City") is the owner of that certain tract of land on Watson
Island comprising approximately 19.35 acres and located at 1111 Parrot Jungle Trail, Miami,
Florida ("Property"); and
WHEREAS, ESJ JI Leasehold, LLC ("ESJ") and the City are parties to that certain Lease
and Development Agreement, as modified from time to time (as so modified, collectively, the
"Lease") for the Property; and
WHEREAS, pursuant to the Lease, ESJ is leasing the Property from the City for the
operation of a botanical garden and theme park attraction known as Jungle Island ("Jungle
Island"); and
City of Miami Page 1 of 3 File ID: 2575 (Revision: C) Printed On: 2/3/2025
File ID: 2575 Enactment Number:
WHEREAS, the Lease was modified pursuant to, inter alia, that certain Third
Modification to the Lease and Development Agreement ("Third Modification") and modified the
Lease definition for "Additional Improvements" to include a themed hotel and related retail and
entertainment, thereby providing ESJ with the potential opportunity to develop and operate a
hotel on the Property, subject to approval of the electorate in a citywide referendum, the
negotiation of a Development Agreement ("Development Agreement") mutually acceptable to
the City and ESJ and further subject to the approval of the State of Florida Board of Trustees of
the Internal Improvement Trust Fund and any and all applicable laws, codes and regulations;
and
WHEREAS, ESJ desires to develop a hotel, parking structure and related improvements
(collectively, the "Hotel") on the Property and requires an extension on the term of the Lease,
which has approximately forty three (43) years remaining, in order to obtain the financing
necessary for the construction of the Hotel; and
WHEREAS, the City and ESJ desire to enter into an Agreement to Enter into a
Development Agreement ("Agreement"), which will modify the current remaining lease term
("Term") of forty three (43) years and extend the Term from 2060 to 2099; providing rent
payment of one percent (1 %) of annual gross revenue from a new privately funded hotel
development with a minimum cost of fifty million dollars ($50,000,000.00), with a maximum
height of one hundred thirty (130) feet and a design subject to City approval and successful
zoning changes, with said one percent (1 %) rent being in addition to the currently received
greater of annual rent of five hundred two thousand one hundred sixty eight dollars
($502,168.00) and percentage rent from Jungle Island revenue, with said one percent (1%) rent
abated for the first eighteen (18) months to allow for stabilization; providing parking spaces
sufficient to meet zoning code requirements; further providing ancillary improvements consisting
of retail and/or restaurant space of up to ten thousand (10,000) square feet and meeting room
space of up to thirty thousand (30,000) square feet; with the aggregate payment of seven
hundred thousand dollars ($700,000.00) towards the Ichimura-Miami Japanese Gardens
("Japanese Gardens") for construction of a walkway to Jungle Island, necessary repairs and
maintenance of the Japanese Gardens; development of a green energy educational facility
focusing on wind and solar energy at a minimum cost of five hundred thousand dollars
($500,000.00); establishing a reserve account for capital repairs of two hundred thousand
dollars ($200,000.00) per year; implementing a transfer fee of three percent (3%) of gross sales,
less the outstanding principal balance of all debt owed by ESJ to an unaffiliated third party and
transaction costs, if the Property is transferred or assigned; further implementing a refinancing
fee of one percent (1%) of the refinancing loan proceeds, less all third party costs, expenses,
amounts required to fully repay the debt being refinanced and all refinancing proceeds not
disbursed to ESJ investors, should the Property be refinanced after the initial refinancing; and
WHEREAS, pursuant to the Charter of the City ("Charter") Section 29-B entitled "City
Owned Property Sale or Lease -Generally", and Subpart A, Section 3(f)(iii), entitled "Powers",
the City will need two (2) independent appraisals affirming the fair market value of the
Agreement; and
WHEREAS, the Lease with ESJ will be subject to such other restrictions, reversions, and
retention by the City of all other rights;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
City of Miami Page 2 of 3 File ID: 2575 (Revision: C) Printed on: 2/3/2025
File ID: 2575 Enactment Number:
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 of the
City of Miami ("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 authorize the City Manager to execute the
Agreement, in substantially the attached form, between the City and ESJ amending certain
terms of the existing Lease including, but not limited to, the following material terms: execution
of the Agreement for additional improvements on the 19.35 acres of City owned waterfront
property with ESJ to modify the current remaining Term of forty-three (43) years and extend the
Term from 2060 to 2099; provide one percent (1 %) rent from annual gross revenue from a
$50,000,000.00 hotel, with a one hundred thirty (130) foot maximum height, subject to City
design approval and successful zoning changes, and an eighteen (18) month rent abatement;
provide parking, retail/restaurant and meeting room space; provide a Japanese Gardens
$700,000.00 payment; provide a $500,000.00 green energy educational facility; establish a
reserve account for capital repairs of two hundred thousand dollars ($200,000.00) per year;
implement a three percent (3%) transfer fee of gross sales; and further implement an
approximate one percent (1 %) refinancing fee; with restrictions, reversions, and retention by the
City of all other rights.
Section 3. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.
APPROVED AS TO FORM AND CORRECTNESS:
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 3 File ID: 2575 (Revision: C) Printed on: 2/3/2025