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HomeMy WebLinkAboutAgenda Item Summary FormAGENDA ITEM SUMMARY FORM File ID: #5971 Date: 06/04/2019 Commission Meeting Date: 06/27/2019 Requesting Department: Department of Real Estate and Asset Management Sponsored By: District Impacted: District 5 Type: Resolution Subject: Management Agreement - New MRC Facility Purpose of Item: A Resolution of the Miami City Commission, authorizing the City Manager to negotiate and execute a Development Management and Construction Agreement ("New Facility Agreement"), in consultation with the City's financing team of City Manager, Deputy City Manager, Chief Financial Officer, Budget Director, Finance Director, Financial Advisor, Risk Management Director, City Attorney and Bond Counsel, and in a form acceptable to the City Attorney And Bond Counsel, between the City of Miami ("City") and Lancelot Miami River, LLC ("Lancelot"), whereby Lancelot shall manage the development and construction of the City's new administrative building including necessary parking (collectively, "New Facility") for a fee not to exceed four percent (4%) of actual expenditures consistent with the approved project budgets, and further consistent with all legal requirements, including those for public financing, continuing disclosures, and ongoing compliance therefore. Background of Item: The City of Miami ("City") owns the riverfront property located at 444 and 460 Southwest 2nd Avenue, Miami, Florida 33130, commonly known as the Miami Riverside Center ("MRC"). Lancelot Miami River, LLC, an affiliate of Adler Group ("Lancelot") owns the property adjacent to the MRC located at 230 Southwest 3 Street, Miami, Florida 33130 ("Nexus Site"). The City is interested in developing a new City administrative facility including necessary parking to accommodate the increasing number of the City's administrative employees and meet the growing needs of the City's residents. On February 2, 2016 the City issued a competitive solicitation, inclusive of Offering Memorandum No. 15-16-008 ("OM") for the disposition of the MRC, and Request for Proposals No. 15-16-009 ("RFP") for the development of a new City administrative facility including necessary parking (collectively the "OM & RFP"). Pursuant to Resolution No. 16-0611, adopted on December 8, 2016, the City Commission approved the City Manager's and Selection Committee's recommendation to select Lancelot, the top -ranked bidder for the OM & RFP. Pursuant to Resolution No. 18-0324, adopted on July 26, 2018, the City Commission approved (1) the ballot language for the MRC sale and the design and development of a new administration building, together with (2) an initial attached term sheet for the ground lease of the MRC. WHEREAS, as backup information in connection with Resolution No. 18-0324, an initial proposed term sheet for the development, management, and construction of the new administrative building and related necessary parking (collectively, "New Facility") was included but not attached to the resolution for authorization, because at that time the material terms could not yet be determined, inter alia, for the location, type of financing, and financing amount of the New Facility. On November 6, 2018, the disposition of the MRC and the design and development of a new administrative building were approved by the electorate. Pursuant to Resolution No. 19-0050, adopted on January 24, 2019, the City commission selected the Nexus Site as the ideal location for the City's New Facility. The City has finalized negotiations of the terms for the lease of the MRC ("MRC Lease"). Upon the determination today by the City Commission of the type and amount of financing for the New Facility, then hereafter the City's Finance Team of City Manager, Deputy City Manager, Chief Financial Officer, Finance Director, Budget Director, Risk Management Director, Financial Advisor, City Attorney and Bond Counsel, will be able to negotiate and finalize the terms for the New Facility development management and construction agreement ("New Facility Agreement") consistent with an approved New Facility project budget and further consistent with all legal requirements, including those for public financing, continuing disclosures, and ongoing compliance therefore. The New Facility Agreement provides for Lancelot to manage the development and construction of the City's New Facility, located on a portion of the Nexus Site. The City's New Facility is estimated to cost approximately one hundred forty million dollars ($140,000,000), inclusive of hard costs (including infrastructure), soft costs, and land costs that shall not exceed twenty million dollars ($20,000,000). Budget Impact Analysis Item is NOT Related to Revenue Item is an Expenditure Item is NOT funded by Bonds Total Fiscal Impact: approx. $150,000,000 Reviewed B Real Estate and Asset Management Yvonne Hernandez Department of Risk Management Office of Management and Budget Office of Management and Budget City Manager's Office Legislative Division City Manager's Office Office of the City Attorney City Commission City Commission Office of the Mayor Office of the City Clerk Legislative Division Office of the City Attorney Office of the City Attorney Office of the City Clerk Ann -Marie Sharpe Pedro Lacret Christopher M Rose Fernando Casamayor Valentin J Alvarez Nikolas Pascual Valentin J Alvarez Maricarmen Lopez Maricarmen Lopez Mayor's Office City Clerk's Office Valentin J Alvarez Victoria Mendez Outside Counsel City Clerk's Office Department Head Review Department Head Review Budget Analyst Review Budget Review Assistant City Manager Review Legislative Division Review City Manager Review Deputy City Attorney Review Meeting Meeting Completed Completed Completed Completed Completed Completed Completed Skipped Completed Completed Signed by the Mayor Completed Signed and Attested by the City Clerk Completed Legislative Division Review Completed Review Completed Approved Form and Correctness Completed Rendered Completed 06/03/2019 8:15 AM 06/04/2019 11:33 AM 06/04/2019 3:16 PM 06/04/2019 3:18 PM 06/04/2019 4:00 PM 06/04/2019 4:21 PM 06/04/2019 4:28 PM 06/04/2019 4:57 PM 06/13/2019 9:00 AM 06/27/2019 9:00 AM 07/08/2019 3:55 PM 07/08/2019 4:24 PM 09/23/2019 1:58 PM 10/24/2019 7:16 PM 01/15/2020 6:11 PM 01/22/2020 4:09 PM City of Miami Legislation Resolution Enactment Number: R-19-0255 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 5971 Final Action Date:6/27/2019 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A DEVELOPMENT MANAGEMENT AND CONSTRUCTION AGREEMENT ("NEW FACILITY AGREEMENT"), IN CONSULTATION WITH THE CITY'S FINANCING TEAM OF CITY MANAGER, DEPUTY CITY MANAGER, CHIEF FINANCIAL OFFICER, BUDGET DIRECTOR, FINANCE DIRECTOR, FINANCIAL ADVISOR, RISK MANAGEMENT DIRECTOR, CITY ATTORNEY, BOND COUNSEL, AND SPECIAL REAL ESTATE COUNSEL, AND IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL, BETWEEN THE CITY OF MIAMI ("CITY") AND LANCELOT MIAMI RIVER, LLC ("LANCELOT"), WHEREBY LANCELOT SHALL MANAGE THE DEVELOPMENT AND CONSTRUCTION OF THE CITY'S NEW ADMINISTRATIVE BUILDING, INCLUDING NECESSARY PARKING (COLLECTIVELY, "NEW FACILITY") FOR A FEE NOT TO EXCEED FOUR PERCENT (4%) OF ACTUAL EXPENDITURES, CONSISTENT WITH THE APPROVED PROJECT BUDGETS, AND FURTHER CONSISTENT WITH ALL LEGAL REQUIREMENTS, INCLUDING THOSE FOR PUBLIC FINANCING, CONTINUING DISCLOSURES, AND ONGOING COMPLIANCE THEREFORE. WHEREAS, the City of Miami ("City") owns the riverfront property located at 444 and 460 Southwest 2nd Avenue, Miami, Florida 33130, commonly known as the Miami Riverside Center ("MRC"); and WHEREAS, Lancelot Miami River, LLC, an affiliate of Adler Group ("Lancelot") owns the property adjacent to the MRC located at 230 Southwest 3 Street, Miami, Florida 33130 ("Nexus Site"); and WHEREAS, the City is interested in developing a new City administrative facility, including necessary parking, to accommodate the increasing number of the City's administrative employees and meet the growing needs of the City's residents; and WHEREAS, on February 2, 2016, the City issued a competitive solicitation, inclusive of Offering Memorandum No. 15-16-008 ("OM") for the disposition of the MRC, and Request for Proposals No. 15-16-009 ("RFP") for the development of a new City administrative facility, including necessary parking (collectively the "OM & RFP"); and WHEREAS, pursuant to Resolution No. 16-0611, adopted on December 8, 2016, the City Commission approved the City Manager's and Selection Committee's recommendation to select Lancelot, the top -ranked bidder for the OM & RFP; and WHEREAS, pursuant to Resolution No. 18-0324, adopted on July 26, 2018, the City Commission approved (1) the ballot language for the MRC sale and the design and development of a new administration building, together with (2) an initial term sheet, attached thereto, for the ground lease of the MRC; and WHEREAS, as backup information in connection with Resolution No. 18-0324, an initial proposed term sheet for the development, management, and construction of the new administrative building and related necessary parking (collectively, "New Facility") was included but not attached to the resolution for authorization, because at that time the material terms could not yet be determined, inter alia, for the location, type of financing, and financing amount of the New Facility; and WHEREAS, on November 6, 2018, the disposition of the MRC and the design and development of a new administrative building were approved by the electorate; and WHEREAS, pursuant to Resolution No. 19-0050, adopted on January 24, 2019, the City commission selected the Nexus Site as the ideal location for the City's New Facility; and WHEREAS, pursuant to Resolution No. 17-0266, adopted on June 8, 2017, the City Commission authorized the retention of Weiss Serota Helfman Cole & Bierman as Special Real Estate Counsel ("Special Real Estate Counsel") to negotiate the MRC Lease, as defined herein, pursuant to Resolution No. 16-0611; and WHEREAS, the City has finalized negotiations of the terms for the lease of the MRC ("MRC Lease"); and WHEREAS, upon the determination today by the City Commission of the type and amount of financing for the New Facility, then hereafter the City's Finance Team of City Manager, Deputy City Manager, Chief Financial Officer, Finance Director, Budget Director, Risk Management Director, Financial Advisor, City Attorney, Bond Counsel and Special Real Estate Counsel, will be able to negotiate and finalize the terms for the New Facility development management and construction agreement ("New Facility Agreement") consistent with an approved New Facility project budget and further consistent with all legal requirements, including those for public financing, continuing disclosures, and ongoing compliance therefor; and WHEREAS, the New Facility Agreement provides for Lancelot to manage the development and construction of the City's New Facility, located on a portion of the Nexus Site; and WHEREAS, the City's New Facility is estimated to cost approximately one hundred forty million dollars ($140,000,000.00), inclusive of hard costs (including infrastructure), soft costs, and relocation costs, and further inclusive of land costs that shall not exceed twenty million dollars ($20,000,000.00), for a cost of development not to exceed one hundred and forty million dollars ($140,000,000.00) under the New Facility Agreement; and WHEREAS, after discussion on the floor at the June 27,2019 public hearing, the City Commission has initially determined to publicly finance the New Facility through a tax-exempt or taxable special obligation bonds or any other financing mechanism advantageous to the City, in a form acceptable to the City Attorney and Bond Counsel, in a total maximum aggregate principal amount not to exceed one hundred and fifty million dollars ($150,000,000.00), including costs of issuance and other incidental costs for this type of public financing, subject to further review of the tax-exempt components and taxable components with the City's Financial Advisor and Bond Counsel with final bond issuance authorization to return to City Commission for approval; 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 hereby authorized' to negotiate and execute a New Facility Agreement, in consultation with the City's Financing Team of City Manager, Deputy City Manager, Chief Financial Officer, Budget Director, Finance Director, Financial Advisor, Risk Management Director, City Attorney, Bond Counsel, and Special Real Estate Counsel, in a form acceptable to the City Attorney and Bond Counsel, between the City and Lancelot whereby Lancelot shall manage the development and construction of the New Facility for a fee not to exceed four percent (4%) of actual expenditures consistent with approved project budgets and further consistent with all legal requirements, including those for public financing, continuing disclosures, and ongoing compliance therefor. Section 3. This Resolution shall become effective immediately upon adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: OUTSIDE COUNSEL 1/15/2020 Outside Counsel Outside Counsel 1/15/2020 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 City Code provisions. 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.