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HomeMy WebLinkAboutResolutionCity of Miami Resolution Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 2584 TO BE WITHDRAWN Final Action Date: 1/25/2018 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING, SETTING FORTH, AND SUBMITTING TO THE ELECTORATE A PROPOSED CHARTER AMENDMENT AMENDING THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CHARTER"), AMENDING SECTION 29-B OF THE CHARTER, ENTITLED "CITY -OWNED PROPERTY SALE OR LEASE -GENERALLY", TO AUTHORIZE THE CITY COMMISSION BY A FOUR - FIFTHS (4/STHS) AFFIRMATIVE VOTE TO WAIVE COMPETITIVE BIDDING AND EXECUTE AN AGREEMENT TO ENTER INTO A DEVELOPMENT AGREEMENT ("AGREEMENT") FOR 19.35 ACRES OF CITY OF MIAMI ("CITY") OWNED WATERFRONT PROPERTY WITH ESJ JI LEASEHOLD, LLC ("ESJ") MODIFYING THE CURRENT REMAINING LEASE TERM ("TERM") OF FORTY THREE (43) YEARS AND EXTENDING THE TERM FROM 2060 TO 2099, PROVIDING RENT PAYMENTS 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 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 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 AN 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 City of Miami Page 1 of 8 File ID: 2584 (Revision: A) Printed On: 2/3/2025 File ID: 2584 Enactment Number: ALL THIRD PARTY COSTS, EXPENSES, AND 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; WITH RESTRICTIONS, REVERSIONS, AND RETENTION BY THE CITY OF ALL OTHER RIGHTS; CALLING FOR A REFERENDUM SPECIAL ELECTION AND PROVIDING THAT THIS CHARTER AMENDMENT BE SUBMITTED TO THE ELECTORATE AT THE REFERENDUM SPECIAL ELECTION TO BE HELD ON DESIGNATING AND APPOINTING THE CITY CLERK AS THE OFFICIAL REPRESENTATIVE OF THE CITY COMMISSION WITH RESPECT TO THE USE OF VOTER REGISTRATION BOOKS AND RECORDS; FURTHER DIRECTING THE CITY CLERK TO CAUSE A CERTIFIED COPY OF THE HEREIN RESOLUTION TO BE DELIVERED TO THE SUPERVISOR OF ELECTIONS OF MIAMI-DADE COUNTY, FLORIDA NOT LESS THAN 45 DAYS PRIOR TO THE DATE OF SUCH REFERENDUM SPECIAL ELECTION; PROVIDING AN IMMEDIATE EFFECTIVE DATE FOR THIS RESOLUTION. 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 ("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, "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 WHEREAS, the Lease was modified pursuant to, inter alia, that certain Third Modification to the Lease and Development Agreement ("Third Modification") which 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, including, but not limited to, the City's Zoning Ordinance; and WHEREAS, ESJ desires to develop a hotel, parking structure, and related improvements (collectively, "Hotel") on the Property and requires an extension on the term of the Lease, which has approximately forty-three (43) years remaining, 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; provide rent payments 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 in addition to the currently received greater of annual rent of five hundred two thousand one hundred sixty eight dollars ($502,168.00) and City of Miami Page 2 of 8 File ID: 2584 (Revision: A) Printed on: 2/3/2025 File ID: 2584 Enactment Number: percentage rent from Jungle Island revenue, with said one percent (1 %) rent abated for the first eighteen (18) months to allow for stabilization; provide parking spaces sufficient to meet zoning requirements; further provide 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); establish a reserve account for capital repairs of two hundred thousand dollars ($200,000.00) per year; implement 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 implement a refinancing fee of one percent (1 %) of the refinancing loan proceeds, less all third party costs, expenses, and 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 Agreement 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: 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. In accordance with the provisions of Section 29-B of the Charter and §6.03 of the Miami -Dade County Home Rule Charter, a Referendum Special Election to be held concurrently with the General Municipal Election is being called and directed in the City, from 7:00 A.M. until 7:00 P.M., on Tuesday, November 7, 2017, including for the purpose of submitting to the qualified electors of the City for their approval or disapproval of the proposed Agreement. Section 3. Section 29-B of the Charter is proposed to be amended in the following particulars:' "CHARTER AND CODE OF THE CITY OF MIAMI, FLORIDA SUBPART A. THE CHARTER Sec. 29-B. City -owned property sale or lease -Generally. Notwithstanding any provision to the contrary contained in this Charter or the City Code, and except as provided below, the city commission is prohibited from favorably considering any sale or lease of property owned 1 Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. City of Miami Page 3 of 8 File ID: 2584 (Revision: A) Printed on: 2/3/2025 File ID: 2584 Enactment Number: by the city unless there is a return to the city of fair market value under such proposed sale or lease. The city commission is also prohibited from favorably considering any sale or lease of city -owned property unless (a) there shall have been, prior to the date of the city commission's consideration of such sale or lease, an advertisement soliciting proposals for said sale or lease published in a daily newspaper of general paid circulation in the city, allowing not less than ninety (90) days for the city's receipt of proposals from prospective purchasers or lessees, said advertisement to be no less than one-fourth (') page and the headline in the advertisement to be in a type no smaller than 18-point and, (b) except as provided below, there shall have been at least three (3) written proposals received from prospective purchasers or lessees; however, if there are less than three (3) such proposals received and if the guaranteed return under the proposal whose acceptance is being considered is equal to fair market value the city commission determines that the contemplated sale or lease will be in the city's best interest then, subject to the approval of a majority of the votes cast by the electorate at a referendum, the sale or lease may be consummated. In the case of city - owned property which is not waterfront, when the value of such property to be sold or leased (individual leaseholds within a single city -owned property shall not be considered as a single parcel of property for such valuation purposes) is five hundred thousand dollars ($500,000) or less, based on an appraisal performed by a state -certified appraiser, the city commission, by a 4/5ths affirmative vote, may sell or lease said city -owned property after compliance with the advertisement requirements set forth above but without the necessity of a referendum. The above provisions and any other city requirements for competitive bidding shall not apply when: (a) conveying property to implement housing programs or projects which are intended to benefit persons or households with low and/or moderate income, the criteria of which to be provided for by federal and/or state law or by the city commission; (b) conveying property to implement projects authorized under the Florida Community Redevelopment Act of 1969, as amended; (c) conveying property to implement projects of any governmental agency or instrumentality; (d) disposing of property acquired as a result of foreclosure; (e) disposing of property acquired in connection with delinquent taxes which properties were conveyed to the city by the Miami -Dade board of county commissioners under the provisions of Section 197.592 Florida Statutes, as amended; and (f) disposing of non -waterfront property to the owner of an adjacent property when the subject property is 7,500 square feet or less or the subject non - waterfront property is non -buildable. City of Miami Page 4 of 8 File ID: 2584 (Revision: A) Printed on: 2/3/2025 File ID: 2584 Enactment Number: Notwithstanding anything herein to the contrary, the city commission, by a 4/5ths affirmative vote, may: (a) grant a lessee of city -owned property a one-time extension during the last five years of its lease, without the necessity of a referendum, for the purpose of funding additional capital improvements. The extended term shall not exceed twenty-five percent (25%) of the original term or ten years, whichever is less. The granting of such an extension is subject to the lessee paying fair market rent as determined by the city at the time of such extension and not being in default of its lease with the city nor in arrearage of any monies due the city; and (b) amend the Lease Agreement between the City of Miami and Biscayne Bay Restaurant Corp., d/b/a Rusty Pelican, dated February 13, 1970, as amended, to (i) extend the lease for an additional term of fifteen (15) years, with the option to renew for two (2) additional five (5) year periods, (ii) increase the amount of the minimum guarantee to the City to at least $360,000.00 per lease year effective upon execution of the lease amendment, and (iii) require Rusty Pelican to complete capital improvements to the property, including a public baywalk, in the amount of not less than $3 Million, within twenty-four (24) months of the effective date of the lease amendment; and (c) waive competitive bidding and execute a lease with Dade Heritage Trust, Inc. for the City -owned building located at 190 Southeast 12th Terrace, for a term of thirty (30) years, with two (2) thirty (30) year renewals, for minimum annual rent of $600.00 with Consumer Price Index adjustments, with restrictions, reversions, and retention by the City of all other rights-; and () waive competitive bidding and execute an Agreement to Enter into a Development Agreement with ESJ JI Leasehold, LLC, for extension of the Jungle Island Lease from 2060 to 2099, provide one percent (1 %) rent of 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, eighteen (18) month rent abatement; parking, retail/restaurant and meeting room space; $700,000.00 Japanese Gardens payment; $500,000.00 green energy educational facility; annual $200,000.00 repairs reserve account; three percent (3%) transfer fee of gross sales; and an approximate one percent (1 %) refinancing fee. Notwithstanding anything in this Charter to the contrary, the City may enter into leases or management agreements, for any City -owned submerged lands, with entities having a possessory or ownership interest in the abutting riparian uplands for building marinas, docks or like facilities, using methods adopted by ordinance on the condition that such leases or management agreements result in a return to the City of at least fair market value." Section 4. The Referendum Special Election shall be held at the voting places in the precincts designated, all as shown on the list attached hereto and made a part hereof and referred to as Exhibit No. 1 or as may be designated by the Supervisor of Elections of Miami - Dade County, Florida, in conformity with the provisions of the general laws of the State of Florida ("State"). The Precinct Election Clerks and Inspectors to serve at said polling places on said Referendum Special Election date shall be those designated by the Supervisor of Elections of City of Miami Page 5 of 8 File ID: 2584 (Revision: A) Printed on: 2/3/2025 File ID: 2584 Enactment Number: Miami -Dade County, Florida, for such purpose in accordance with the general laws of the State. A description of the registration books and records which pertain to Referendum Special Election precincts wholly or partly within the City and which the City is adopting and desires to use for holding such Referendum Special Election is all registration cards, books, records and certificates pertaining to electors of the City and established and maintained as official by the Supervisor of Elections of Miami -Dade County, Florida, in conformity with the provisions of the general laws of the State, are hereby adopted and declared to be, and shall hereafter be recognized and accepted as, official registration cards, books, records and certificates of the City. Section 5. In compliance with Section 100.342, Florida Statutes (2016), regarding any Referendum Special Election not otherwise provided for there shall be at least thirty (30) days' notice of the Referendum Special Election by publication in a newspaper of general circulation in the City. The City Clerk is authorized and directed to publish notice of the adoption of this Resolution and of the provisions hereof, at least twice, once in the fifth week and once in the third week prior to the week in which the aforesaid Referendum Special Election is to be held, in newspaper(s) of general circulation in the City which notice shall be substantially in the following form: "NOTICE OF REFERENDUM SPECIAL ELECTION TO AMEND THE MIAMI CITY CHARTER TO BE HELD ON TUESDAY, NOVEMBER 7, 2017 IN THE CITY OF MIAMI, FLORIDA PURSUANT TO RESOLUTION NO. A Referendum Special Election will be held on Tuesday, November 7, 2017 from 7:00 A.M. until 7:00 P.M. in the City of Miami, Florida, at the polling places in the several Referendum Special Election precincts designated by the Board of County Commissioners of Miami -Dade County, Florida, as set forth herein, unless otherwise provided by law, and submitting to the qualified electors of the City of Miami, Florida, the following question: "Shall the City's Charter be amended, extending the Jungle Island Lease to 2099, waiving competitive bidding by a 4/5ths affirmative vote, providing 1 % rent of annual gross revenue from a $50,000,000.00 hotel, with 130 foot maximum height, subject to City approvals and zoning changes, 18 month rent abatement; parking, retail/restaurant/meeting room space; $700,000.00 Japanese Gardens payment; $500,000.00 green energy educational facility; $200,000.00 repairs account; 3% gross sales transfer fee; and 1% refinancing fee." This Charter Amendment will amend Section 29-B of the Miami Charter to authorize the City Commission by a four -fifths (4/5ths) affirmative vote, to waive competitive bidding and execute an Agreement with ESJ JI Leasehold, LLC, to extend the current lease term from 2060 to 2099, provide 1% rent of annual gross revenue from a $50,000,000.00 hotel, with 130 foot maximum height, subject to City design approval and successful zoning changes, 18 month rent abatement; parking, retail/restaurant and meeting room space; Japanese Gardens $700,000.00 payment; $500,000.00 green energy educational facility; annual $200,000.00 repairs reserve account; 3% transfer fee of gross sales; and an approximate 1% refinancing fee; with restrictions, reversions, and retention by the City of all other rights, to be redeveloped pursuant to a Development Agreement requiring City Commission approval. City of Miami Page 6 of 8 File ID: 2584 (Revision: A) Printed on: 2/3/2025 File ID: 2584 Enactment Number: By order of the Commission of the City of Miami, Florida. City Clerk A list of City of Miami polling places follows: (Insert list of City of Miami Polling Places.) FOR AMENDMENT AGAINST AMENDMENT Section 6. The official ballot to be used at said Referendum Special Election shall be in full compliance with the laws of the State with respect to absentee ballots and to the use of the mechanical voting machines or the Computer Election System, and shall be in substantially the following form, to wit: "Official Ballot" Referendum Special Election Tuesday, November 7, 2017 for Approval or Disapproval of the following question: Proposed Jungle Island hotel and lease extension of City -owned waterfront property on Watson Island. "Shall the City's Charter be amended, extending the Jungle Island Lease to 2099, waiving competitive bidding by a 4/5ths affirmative vote, providing 1 % rent of annual gross revenue from a $50,000,000.00 hotel, with 130 foot maximum height, subject to City approvals and zoning changes, 18 month rent abatement; parking, retail/restaurant/meeting room space; $700,000.00 Japanese Gardens payment; $500,000.00 green energy educational facility; $200,000.00 repairs account; 3% gross sales transfer fee; and 1 % refinancing fee." FOR AMENDMENT AGAINST AMENDMENT Section 7. The form of the ballot shall be in accordance with requirements of general City of Miami Page 7 of 8 File ID: 2584 (Revision: A) Printed on: 2/3/2025 File ID: 2584 Enactment Number: election laws. Electors desiring to vote in approval of the Question described above shall be instructed to vote their selection next to the word "FOR AMENDMENT" within the ballot containing the statement relating to the Question. Electors desiring to vote to disapprove the Question shall be instructed to vote their selection next to the word "AGAINST AMENDMENT" within the ballot containing the statement relating to the Question. Once individuals are satisfied with their choice, they shall press the "Vote" button and the ballot shall be cast. Section 8. The City Clerk shall cause to be prepared absentee ballots containing the Question set forth in Section 6 above for the use of absentee electors entitled to cast such ballots in said Referendum Special Election. Section 9. All qualified electors of said City shall be permitted to vote in said Referendum Special Election and the Supervisor of Elections of Miami -Dade County, Florida, is hereby requested, authorized, and directed to furnish, at the cost and expense of the City, a list of all qualified electors residing in the City as shown by the registration books and records of the Office of said Supervisor of Elections and duly certify the same for delivery to and for use by the election officials designated to serve at the respective polling places in said general election precincts. Section 10. For the purpose of enabling persons to register who are qualified to vote in said Referendum Special Election to be held concurrently with the General Municipal Election on Tuesday, November 7, 2017, and who have not registered under the provisions of the general laws of the State and Chapter 16 of the Code of the City of Miami, Florida, or who have transferred their legal residence from one voting precinct to another in the City, they may register Monday through Friday, from 8:00 A.M. to 5:00 P.M. at the Miami -Dade County Elections Department located at 2700 Northwest 87th Avenue, Doral, Florida, within such period of time as may be designated by the Supervisor of Elections of Miami -Dade County, Florida. In addition to the above place and times, qualified persons may register at such branch offices and may also use any mobile registration van for the purpose of registration in order to vote in the herein described Referendum Special Election during such times and on such dates as may be designated by the Supervisor of Elections of Miami -Dade County, Florida. Section 11. Todd B. Hannon, the City Clerk of the City of Miami, Florida, or his duly appointed successor, is hereby designated and appointed as the official representative of the Commission of the City of Miami, Florida, in all transactions with the Supervisor of Elections of Miami -Dade County, Florida, related to matters pertaining to the use of the registration books and the holding of said Referendum Special Election. Section 12. The City Clerk shall deliver a certified copy of this Resolution to the Supervisor of Elections of Miami -Dade County, Florida, not less than forty-five (45) days prior to the date of the Referendum Special Election. Section 13. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 2 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 8 of 8 File ID: 2584 (Revision: A) Printed on: 2/3/2025