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HomeMy WebLinkAboutAgenda Item Summary PageAGENDA ITEM SUMMARY FORM File ID: #4102 Date: 05/02/2018 Commission Meeting Date: 06/08/2018 Requesting Department: Department of Real Estate and Asset Management Sponsored By: District Impacted: District 2 Type: Resolution Subject: Charter Amendment - Jungle Island Purpose of Item: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING, SETTING FORTH, AND SUBMITTING TO THE ELECTORATE A PROPOSED AMENDMENT TO THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CHARTER"); SPECIFICALLY PROPOSING 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/STHS) AFFIRMATIVE VOTE TO WAIVE COMPETITIVE BIDDING AND AUTHORIZE THE CITY MANAGER TO EXECUTE BOTH AN ESCROW AGREEMENT ("ESCROW') AND A FIFTH MODIFICATION TO THE LEASE AND DEVELOPMENT AGREEMENT ("FIFTH MODIFICATION") BETWEEN THE CITY OF MIAMI ("CITY") AND ESJ JI LEASEHOLD, LLC ("ESJ") FOR 19.35 ACRES OF CITY -OWNED WATERFRONT PROPERTY; AMENDING CERTAIN TERMS OF THE EXISTING LEASE, INCLUDING BUT NOT LIMITED TO, ADDITIONAL IMPROVEMENTS ON THE PROPERTY; MODIFICATION TO THE CURRENT REMAINING LEASE TERM ("TERM") OF APPROXIMATELY FORTY THREE (43) YEARS AND EXTENDING THE TERM TO 2099 WITH AN ADDITIONAL OPTION OF FIFTEEN (15) YEARS TO EXTEND THE LEASE TO 2114; PAYMENT OF ADDITIONAL ANNUAL RENT OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) INCREASING, ONCE A PROPOSED HOTEL HAS STABILIZED, TO THE GREATER OF ONE MILLION TWO HUNDRED TWENTY THOUSAND DOLLARS ($1,220,000.00) OR FIVE PERCENT (5%) OF ANNUAL HOTEL GROSS REVENUES FROM THE PROPOSED FIFTY MILLION DOLLAR ($50,000,000.00) HOTEL, WITH A MAXIMUM OF THREE HUNDRED (300) ROOMS AND ONE HUNDRED THIRTY (130) FOOT HEIGHT, AT ESJ'S EXPENSE AND OPTION, SUBJECT TO CITY APPROVALS AND SUCCESSFUL LAND USE AND ZONING CHANGES, AS NECESSARY; PROVIDING PARKING, RETAIL/RESTAURANT, AND MEETING ROOM SPACE; PROVIDING IMPROVEMENTS, REPAIRS, AND MAINTENANCE TO THE ICHIMURA-MIAMI JAPANESE GARDENS IN THE AMOUNT OF SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00); PROVIDING A CONTRIBUTION OF SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) PAID OVER A TEN (10) YEAR PERIOD FOR AFFORDABLE HOUSING; ESTABLISHING A REPAIR RESERVE ACCOUNT; IMPLEMENTING A THREE PERCENT (3%) TRANSFER FEE OF GROSS SALE PROCEEDS; IMPLEMENTING A REFINANCING FEE OF ONE PERCENT (1%) OF LOAN PROCEEDS; PROVIDING A RENT CREDIT TO ESJ IN THE AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) FOR REIMBURSEMENTS OF COSTS RELATED TO SHORELINE STABILIZATION AND IMPROVEMENTS NEEDED AS A RESULT OF EROSION FROM HURRICANE DAMAGE IN 2017; WITH RESTRICTIONS, REVERSIONS, AND RETENTION BY THE CITY OF ALL OTHER RIGHTS; REGARDLESS OF THE REFERENDUM RESULT, ESJ SHALL PAY THE FOLLOWING: ONE HUNDRED THOUSAND DOLLARS ($100,000.00) TO THE CITY IMMEDIATELY THEREAFTER THE REFERENDUM RESULTS; AND, THIRTY FIVE THOUSAND DOLLARS ($35,000.00) TO THE LIBERTY CITY COMMUNITY REVITALIZATION TRUST PER YEAR FOR THE DURATION OF THE LEASE COMMENCING JANUARY 1ST, 2021; CALLING FORA SPECIAL ELECTION TO BE HELD ON AUGUST 28, 2018; 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 FORTY FIVE (45) DAYS PRIOR TO THE DATE OF SUCH SPECIAL ELECTION; AUTHORIZING THE CITY MANAGER TO EXECUTE THE ESCROW AND FIFTH MODIFICATION, SUBJECT TO APPROVAL BY THE ELECTORATE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND SUBJECT TO DELIVER TO THE CITY ATTORNEY WITHIN SEVEN (7) DAYS OF THE EFFECTIVE DATE OF THIS RESOLUTION THE EXECUTED FIFTH AMENDMENT TO BE HELD IN ESCROW BY THE CITY ATTORNEY; AUTHORIZING THE CITY ATTORNEY TO TAKE ANY AND ALL STEPS NECESSARY ON BEHALF OF THE CITY TO COMPLY WITH THE ESCROW; AND PROVIDING AN IMMEDIATE EFFECTIVE DATE. Background of Item: 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"). 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. 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"). The Lease was modified pursuant to, the Third Modification to the Lease and Development Agreement ("Third Modification") which modified the Lease definition for "Additional Improvements" to possibly 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, 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. 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. Chapter 29-C of the Charter of the City of Miami states that Notwithstanding any provision to the contrary contained in the Charter or Code of the City of Miami, no sale, conveyance, lease or management agreement may be entered into for the management, occupancy or use of the area known as Watson Island for periods greater than one year unless (1) there shall have been, prior to the date of the city commission's consideration of such sale, lease, management agreement, an advertisement soliciting proposals for said sale, lease or management agreement, 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, (2) the proposed transaction be approved by a majority of the votes cast by the electorate at a referendum. The procedures for selection of proposals shall be those provided by Charter section 29-A(c) or (d) as appropriate and/or by applicable City Code provisions. Nothing herein shall affect the existing rights or privileges, if any, of any lessee, permittee, licensee or concessionaire currently situated in said area; however, any enlargement, amendment, transfer, or increase in those rights or privileges as may be in existence at the time this amendment is adopted shall require compliance with the provisions of this amendment. This Charter Amendment shall not affect the city's use or occupancy of the area, nor shall it apply to contracts for the construction of any city facilities or improvements in the area; further, nothing contained herein shall apply to projects of any governmental agency or instrumentality. The City and ESJ desire to enter into both an Escrow Agreement ("Escrow") and the Fifth Modification ("Modification") to the Lease and Development Agreement ("Lease"), both in substantially the attached form, which will modify the current remaining lease term ("Term") of Forty Three (43) years and extend the Term from the year 2060 to the year 2099 and include a Fifteen (15) year option to extend the Lease to 2114; providing rent payment of the greater of One Million One Hundred Fifty Thousand Dollars ($1,150,000.00) or Five Percent (5.0%) of annual gross revenues 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 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; 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; payments totaling Five Hundred Thousand Dollars ($500,000.00) over a Ten (10) year period to be used for the renovation of historic single family homes in blighted areas of the City whose residents are of low economic means ; 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; a rent credit to ESJ in the amount of Five Hundred Thousand Dollars ($500,000.00) to be credited as reimbursements for costs related to shoreline stabilization and improvements needed as a result of erosion from hurricane damage in 2017. Pursuant to the Charter of the City ("Charter") Section 29-B, entitled "City Owned Property Sale or Lease -Generally" and Section 3(f)(iii), entitled "Powers," the City will need two (2) independent appraisals affirming the fair market value of the Agreement. The Agreement with ESJ will be subject to such other restrictions, reversions, and retention by the City of all other rights. Pursuant to Resolution No. , adopted on , the City Attorney was directed to draft the ballot language contained within the Resolution. Budget Impact Analysis Item is Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: $250,000 per year after the hotel opens for business and continuing for the first 3 years then increasing to the greater of $1,150,000 or 5% of gross revenues. Account #04002.221100.448000 rents and royalties. Reviewed B Real Estate and Asset Management Aldo Bustamante Office of Management and Budget Everton Garvis Office of Management and Budget Christopher M Rose City Manager's Office Fernando Casamayor Legislative Division City Manager's Office Office of the City Attorney City Commission Legislative Division Office of the City Attorney Office of the Mayor Office of the City Clerk Office of the City Attorney Office of the City Clerk Valentin J Alvarez Nikolas Pascual Barnaby L. Min Nicole Ewan Valentin J Alvarez Barnaby L. Min Mayor's Office City Clerk's Office Victoria Mendez City Clerk's Office Department Head Review Budget Analyst Review Budget Review Assistant City Manager Review Legislative Division Review City Manager Review Deputy City Attorney Review Meeting Legislative Division Review Deputy Attorney Review Signed by the Mayor Signed and Attested by the City Clerk Completed Approved Form and Correctness with Modification(s) Rendered Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed 05/02/2018 10:46 AM 05/02/2018 4:14 PM 05/04/2018 12:28 PM 05/14/2018 9:22 AM 05/14/2018 3:49 PM 05/29/2018 11:36 AM 05/31/2018 4:19 PM 06/08/2018 10:30 AM 06/08/2018 4:03 PM 06/08/2018 4:31 PM 06/12/2018 10:44 AM 06/12/2018 10:50 AM Completed 06/15/2018 6:04 PM City of Miami Legislation Resolution Enactment Number: R-18-0232 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 4102 Final Action Date:6/8/2018 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING, SETTING FORTH, AND SUBMITTING TO THE ELECTORATE A PROPOSED AMENDMENT TO THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CHARTER"); SPECIFICALLY PROPOSING 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 AUTHORIZE THE CITY MANAGER TO EXECUTE BOTH AN ESCROW AGREEMENT ("ESCROW') AND A FIFTH MODIFICATION TO THE LEASE AND DEVELOPMENT AGREEMENT ("FIFTH MODIFICATION") BETWEEN THE CITY OF MIAMI ("CITY") AND ESJ JI LEASEHOLD, LLC ("ESJ") FOR 19.35 ACRES OF CITY -OWNED WATERFRONT PROPERTY; AMENDING CERTAIN TERMS OF THE EXISTING LEASE, INCLUDING BUT NOT LIMITED TO, ADDITIONAL IMPROVEMENTS ON THE PROPERTY; MODIFICATION TO THE CURRENT REMAINING LEASE TERM ("TERM") OF APPROXIMATELY FORTY THREE (43) YEARS AND EXTENDING THE TERM TO 2099 WITH AN ADDITIONAL OPTION OF FIFTEEN (15) YEARS TO EXTEND THE LEASE TO 2114; PAYMENT OF ADDITIONAL ANNUAL RENT OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) INCREASING, ONCE A PROPOSED HOTEL HAS STABILIZED, TO THE GREATER OF ONE MILLION TWO HUNDRED TWENTY THOUSAND DOLLARS ($1,220,000.00) OR FIVE PERCENT (5%) OF ANNUAL HOTEL GROSS REVENUES FROM THE PROPOSED FIFTY MILLION DOLLAR ($50,000,000.00) HOTEL, WITH A MAXIMUM OF THREE HUNDRED (300) ROOMS AND ONE HUNDRED THIRTY (130) FOOT HEIGHT, AT ESJ'S EXPENSE AND OPTION, SUBJECT TO CITY APPROVALS AND SUCCESSFUL LAND USE AND ZONING CHANGES, AS NECESSARY; PROVIDING PARKING, RETAIL/RESTAURANT, AND MEETING ROOM SPACE; PROVIDING IMPROVEMENTS, REPAIRS, AND MAINTENANCE TO THE ICHIMURA-MIAMI JAPANESE GARDENS IN THE AMOUNT OF SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00); PROVIDING A CONTRIBUTION OF SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) PAID OVER A TEN (10) YEAR PERIOD FOR AFFORDABLE HOUSING; ESTABLISHING A REPAIR RESERVE ACCOUNT; IMPLEMENTING A THREE PERCENT (3%) TRANSFER FEE OF GROSS SALE PROCEEDS; IMPLEMENTING A REFINANCING FEE OF ONE PERCENT (1%) OF LOAN PROCEEDS; PROVIDING A RENT CREDIT TO ESJ IN THE AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) FOR REIMBURSEMENTS OF COSTS RELATED TO SHORELINE STABILIZATION AND IMPROVEMENTS NEEDED AS A RESULT OF EROSION FROM HURRICANE DAMAGE IN 2017; WITH RESTRICTIONS, REVERSIONS, AND RETENTION BY THE CITY OF ALL OTHER RIGHTS; REGARDLESS OF THE REFERENDUM RESULT, ESJ SHALL PAY THE FOLLOWING: ONE HUNDRED THOUSAND DOLLARS ($100,000.00) TO THE CITY IMMEDIATELY THEREAFTER THE REFERENDUM RESULTS AND, THIRTY FIVE THOUSAND DOLLARS ($35,000.00) TO THE LIBERTY CITY COMMUNITY REVITALIZATION TRUST PER YEAR FOR THE DURATION OF THE LEASE COMMENCING JANUARY 1ST, 2021; CALLING FORASPECIAL ELECTION TO BE HELD ON AUGUST 28, 2018; 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 FORTY FIVE (45) DAYS PRIOR TO THE DATE OF SUCH SPECIAL ELECTION; AUTHORIZING THE CITY MANAGER TO EXECUTE THE ESCROW AND FIFTH MODIFICATION, SUBJECT TO APPROVAL BY THE ELECTORATE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND SUBJECT TO DELIVER TO THE CITY ATTORNEY WITHIN SEVEN (7) DAYS OF THE EFFECTIVE DATE OF THIS RESOLUTION THE EXECUTED FIFTH AMENDMENT TO BE HELD IN ESCROW BY THE CITY ATTORNEY; AUTHORIZING THE CITY ATTORNEY TO TAKE ANY AND ALL STEPS NECESSARY ON BEHALF OF THE CITY TO COMPLY WITH THE ESCROW; AND PROVIDING AN IMMEDIATE EFFECTIVE DATE. 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 (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 the Third Modification to the Lease and Development Agreement ("Third Modification") which modified the Lease definition for "Additional Improvements" to possibly 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 City-wide referendum 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, Section 29-C of the Charter of the City of Miami, Florida ("Charter") states that "Notwithstanding any provision to the contrary contained in the Charter or Code of the City of Miami, no sale, conveyance, lease or management agreement may be entered into for the management, occupancy or use of the area known as Watson Island for periods greater than one year unless (1) there shall have been, prior to the date of the City Commission's consideration of such sale, lease, management agreement, an advertisement soliciting proposals for said sale, lease or management agreement, 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, (2) the proposed transaction be approved by a majority of the votes cast by the electorate at a referendum. The procedures for selection of proposals shall be those provided by Charter section 29-A(c) or (d) as appropriate and/or by applicable City Code provisions. Nothing herein shall affect the existing rights or privileges, if any, of any lessee, permittee, licensee or concessionaire currently situated in said area; however, any enlargement, amendment, transfer, or increase in those rights or privileges as may be in existence at the time this amendment is adopted shall require compliance with the provisions of this amendment. This Charter Amendment shall not affect the City's use or occupancy of the area, nor shall it apply to contracts for the construction of any City facilities or improvements in the area; further, nothing contained herein shall apply to projects of any governmental agency or instrumentality;" and WHEREAS, the City and ESJ desire to enter into both an Escrow Agreement ("Escrow") and a Fifth Modification to the Lease and Development Agreement ("Fifth Modification"), both in substantially the attached form, which will modify the current remaining lease term ("Term") of approximately forty three (43) years and extend the Term from the year 2060 to the year 2099 and include a fifteen (15) year option to extend the Lease to 2114; providing additional annual rent payment of Two Hundred Fifty Thousand Dollars ($250,000.00) and once the Hotel has stabilized, increasing to the greater of One Million Two Hundred Twenty Thousand Dollars ($1,220,000.00) or Five Percent (5%) of annual hotel gross revenues from a new privately funded Hotel with a minimum cost of Fifty Million Dollars ($50,000,000.00), with a maximum of Three Hundred (300) rooms and a maximum height of one hundred thirty (130) feet, at ESJ's expense and option, and a design subject to City approval and successful land use and zoning changes, as necessary with said rent being in addition to the currently received rent; providing parking spaces sufficient to meet zoning ordinance 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; payments totaling Seven Hundred Fifty Thousand Dollars ($750,000.00) over a ten (10) year period to be used for affordable housing; 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 proceeds if the Property is transferred or assigned; implementing a refinancing fee of One Percent (1 %) of the refinancing loan proceeds should the Property be refinanced after the initial refinancing; providing a rent credit to ESJ in the amount of Five Hundred Thousand Dollars ($500,000.00) to be credited as reimbursements for costs related to shoreline stabilization and improvements needed as a result of erosion from hurricane damage in 2017; and WHEREAS, pursuant to Section 3(f)(iii) of the Charter, entitled "Powers," and Section 29-B of the Charter, entitled "City Owned Property Sale or Lease -Generally," the City needs two (2) independent appraisals affirming the fair market value of the Hotel as reflected in the Fifth Modification; and WHEREAS, the Fifth Modification is subject to such other restrictions, reversions, and retention by the City of all other rights; and WHEREAS, pursuant to Resolution No. R-18-0231 adopted on June 8, 2018, the City Attorney was directed to draft the ballot language contained herein; and WHEREAS, regardless of the referendum result, ESJ shall pay the following: One Hundred Thousand Dollars ($100,000.00) to the City immediately thereafter the referendum results; and, Thirty Five Thousand Dollars ($35,000.00) to the Liberty City Community Revitalization Trust per year for the duration of the Lease commencing January 1st, 2021; and WHEREAS, upon referendum approval by the City's residents, ESJ shall: establish a special restricted affordable housing account in the amount of Six Hundred Fifty Thousand Dollars ($650,000.00), for payment to the City of Three Hundred Thousand Dollars ($300,000.00) upon issuance to ESJ of any building permit, with payment to the City of the remaining Three Hundred Fifty Thousand Dollars ($350,000.00) upon issuance to ESJ of a TCO for the Hotel; and WHEREAS, ESJ shall provide, pay for, and maintain a dedicated trolley route for Jungle Island, subject to the City's approval of the route's path and stops, commencing January 1st, 2020; 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 Section 6.03 of the Miami -Dade County Home Rule Charter, a Special Election is being called and directed in the City from 7:00 A.M. until 7:00 P.M. on Tuesday, August 28, 2018 for the purpose of submitting to the qualified electors of the City for their approval or disapproval of the proposed Fifth Modification. Section 3. Section 29-B of the Charter is proposed to be amended in the following particulars:1 "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 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 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. 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. Any lease for the development of improvements of city -owned property which has been approved by voter referendum shall require additional voter referendum approval for a development on City -owned property where the developer has not obtained the necessary building permits within four (4) years of the effective date of the lease. Such section shall not be applicable when the delay in the performance of any obligation is as a result of force majeure, or litigation that questions the validity of the vote, or the City Commission action to place the question for referendum, then the performance of such obligation shall be extended by the length of the delay. 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. 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 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 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 (d) waive competitive bidding and execute a Fifth Amendment to the Lease Agreement with Aligned Bayshore Marina, LLC, also known as Monty's, to extend the current lease term by an additional term of approximately thirty -two (32) years (to expire May 31, 2067), with two (2) ten (10) year options to renew for a total term of fifty-two (52) years (to expire May 31, 2087); which will increase minimum rent payment by an additional two hundred thousand dollars ($200,000.00) per lease year, for a minimum of ten million dollars ($10,000,000.00) over the base term of the amended Lease Agreement, or one and three quarters percent (1.75%) of gross rent receipts from the Property, whichever is greater, as additional rent due to the City and, commencing January 1, 2019, minimum annual total rent (inclusive of the additional minimum rent) shall be one million five hundred thousand dollars ($1,500,000.00), plus an additional twenty five thousand dollars ($25,000.00) to be paid on an annual basis for the full amended term to a special fund to be established by the City for the benefit of low income housing renovation; further providing 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 the electorate's approval of the Fifth Amendment to the Lease Agreement; further creating a capital account requiring a minimum additional investment in the Property of four million dollars ($4,000,000.00) over the amended Lease term, inclusive of the renewal options; requiring a Transfer Fee payment to the City if the Property is transferred or assigned; and further requiring a Refinancing Fee payment to the City should the Property be refinanced after the initial refinancing. (e) waive competitive bidding and approve the Fifth Modification to the Lease with ESJ JI Leasehold, LLC, which modifies the remaining term of approximately forty three (43) years and extends the Term from the year 2060 to the year 2099 and includes a Fifteen (15) year option to extend the Lease to the year 2114; providing an additional annual rent payment of Two Hundred Fifty Thousand Dollars ($250,000.00) increasing, once the proposed hotel has stabilized, to the greater of One Million Two Hundred Twenty Thousand Dollars ($1,220,000.00) or Five Percent (5%) of annual hotel gross revenues from a new privately funded hotel development with a minimum cost of Fifty Million Dollars ($50,000,000.00) with a maximum of Three Hundred (300) rooms and a maximum height of One Hundred Thirty (130) feet, at ESJ's expense and option, and a design subject to City approval and successful land use and zoning changes, as necessary, with said 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 parking spaces sufficient to meet zoning ordinance requirements; 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 for construction of a walkway to Jungle Island and necessary repairs and maintenance of the Ichimura-Miami Japanese Gardens; payments totaling Seven Hundred Fifty Thousand Dollars ($750,000.00) over a ten (10) year period to be used for affordable housing; 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 proceeds if the Property is transferred or assigned; implementing a refinancing fee of One Percent (1 %) of refinancing loan proceeds if the Property is refinanced after the initial refinancing. 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 Special Election shall be held at the polling 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 ("Supervisor of Elections") 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 Special Election date shall be those designated by the Supervisor of Elections for such purpose in accordance with the general laws of the State. A description of the registration books and records which pertain to Special Election precincts wholly or partly within the City and which the City is adopting and desires to use for holding such Special Election is all voter information cards, registration books, records, and certificates pertaining to electors of the City and established and maintained as official by the Supervisor of Elections 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 voter information cards, registration books, records, and certificates of the City. Section 5. In compliance with Section 100.342, Florida Statutes (2016), regarding any Special Election not otherwise provided for, there shall be at least thirty (30) days' notice of the 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 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 SPECIAL ELECTION TO AMEND THE MIAMI CITY CHARTER TO BE HELD ON TUESDAY, AUGUST 28, 2018 IN THE CITY OF MIAMI, FLORIDA PURSUANT TO RESOLUTION NO. R-18-0232 A Special Election will be held on Tuesday, August 28, 2018 from 7:00 A.M. until 7:00 P.M. in the City of Miami, Florida at the polling places in the several Special Election precincts designated by the Miami -Dade County Supervisor of Elections as set forth herein, unless otherwise provided by law, and submitting to the qualified electors of the City of Miami, Florida the following q uestion: Shall Miami's Charter be amended extending Jungle Island's Lease for an additional 39-years, plus 15-year option, waiving competitive bidding, allowing at developer's expense and option, construction of hotel and attractions with maximum 300 rooms and 130-foot height, in exchange for: • Additional annual rent for the hotel of $250,000.00 increasing to $1,220,000.00 or 5.0% of hotel gross sales, whichever greater; • Contribution of $700,000.00 to the adjacent City park and $750,000.00 for affordable housing. This Charter Amendment will amend Section 29-B of the Miami Charter waiving competitive bidding and approving the Fifth Modification to the Lease with ESJ JI Leasehold, LLC, for an additional thirty nine (39) years, plus a fifteen (15) year option, requiring Jungle Island to build and privately fund a new hotel and attractions, with a maximum of Three Hundred (300) rooms and one hundred thirty (130) foot height, at Developer's expense and option; pay additional annual rent for the hotel of Two Hundred Fifty Thousand Dollars ($250,000.00) increasing to One Million Two Hundred Twenty Thousand Dollars ($1,220,000.00) or Five Percent (5%) of hotel gross sales, whichever is greater; contribute Seven Hundred Thousand Dollars ($700,000.00) to the adjacent City park and Seven Hundred Fifty Thousand Dollars ($750,000.00) for affordable housing; with a Three Percent (3%) transfer fee of gross sales proceeds and One Percent (1 %) refinancing fee; with restrictions, reversions, and retention by the City of all other rights, to be redeveloped pursuant to the proposed Fifth Modification to the Lease. By order of the Commission of the City of Miami, Florida. Section 6. The official ballot to be used at said Special Election shall be in full compliance with the laws of the State with respect to vote -by -mail ballots and to the use of the mechanical voting machines or the Computer Election System and shall be in substantially the following form: "Official Ballot" Special Election Miami, Florida August 28, 2018 Proposed Jungle Island hotel and lease extension on City -owned Watson Island. Shall Miami's Charter be amended extending Jungle Island's Lease for an additional 39-years, plus 15-year option, waiving competitive bidding, allowing at developer's expense and option, construction of hotel and attractions with maximum 300 rooms and 130-foot height, in exchange for: • Additional annual rent for the hotel of $250,000.00 increasing to $1,220,000.00 or 5.0% of hotel gross sales, whichever greater; • Contribution of $700,000.00 to the adjacent City park and $750,000.00 for affordable housing. YES NO Section 7. The form of the ballot shall be in accordance with requirements of general election laws. Electors desiring to vote in approval of the Question described above shall be instructed to vote their selection next to the word "YES" 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 "NO" 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 vote -by -mail ballots containing the Question set forth in Section 6 above for the use of vote -by -mail electors entitled to cast such ballots in said Special Election. Section 9. All qualified electors of said City shall be permitted to vote in said Special Election and the Supervisor of Elections 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 Special Election on Tuesday, August 28, 2018 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, as amended, 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, Miami, Florida within such period of time as may be designated by the Supervisor of Elections. 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 Special Election during such times and on such dates as may be designated by the Supervisor of Elections. Section 11. Todd B. Hannon, the City Clerk, or his duly appointed successor, is hereby designated and appointed as the official representative of the City Commission in all transactions with the Supervisor of Elections related to matters pertaining to the use of the registration books and the holding of said Special Election. Section 12. The City Clerk shall deliver a certified copy of this Resolution to the Supervisor of Elections not less than forty-five (45) days prior to the date of the Special Election. Section 13. By a four -fifths (4/5ths) affirmative vote, the City Manager is authorized2 to execute the Escrow and Fifth Modification and to deliver to the City Attorney, on behalf of the City as Escrow Agent, within seven (7) days of the effective date of this Resolution, the executed Fifth Modification subject to approval by the electorate. Section 14. The City Attorney is authorized to take any and all steps on behalf of the City to comply with the Escrow. Section 15. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.3 APPROVED AS TO FORM AND CORRECTNESS: 2 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 City Code provisions. 3 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.