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HomeMy WebLinkAboutR-22-0156City of Miami Resolution R-22-0156 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11637 Final Action Date: 4/28/2022 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THs) AFFIRMATIVE VOTE PURSUANT TO SECTION 29-B(F) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A GROUND LEASE FOR THE MIAMI FREEDOM PARK SOCCER STADIUM IN A FORM ACCEPTABLE TO THE CITY ATTORNEY ("STADIUM LEASE") BETWEEN THE CITY OF MIAMI ("CITY") AND MIAMI FREEDOM PARK, LLC ("MFP") WHEREBY THE CITY SHALL LEASE APPROXIMATELY TWELVE (12) ACRES OF CITY -OWNED PROPERTY IDENTIFIED AS PARCEL 1 IN THE SURVEY ATTACHED AND INCORPORATED AS EXHIBIT A ("STADIUM PROPERTY") WITHIN THE CITY -OWNED PROPERTY LOCATED GENERALLY AT 1400 NW 37 AVE, MIAMI, FLORIDA 33125 ("PARENT TRACT") TO MFP FOR, UNLESS SOONER TERMINATED, AN INITIAL TERM OF THIRTY (30) YEARS WITH TWO (2) OPTIONS TO RENEW FOR A TOTAL POSSIBLE MAXIMUM TERM OF NINETY-NINE (99) YEARS, WITH AN ANNUAL RENT SCHEDULE OF NINETY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($97,500) FOR THE 1 sT YEAR, ONE HUNDRED -TWELVE THOUSAND FIVE HUNDRED DOLLARS ($112,500) FOR THE 2ND YEAR, ONE HUNDRED TWENTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($127,500) FOR THE 3RD YEAR, AND ONE HUNDRED FORTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($142,500) FOR THE 4TH YEAR FOR THE PERIOD COMMENCING ON THE CONSTRUCTION RENT DATE AND ENDING ON THE LEASE RENT COMMENCEMENT DATE (AS EACH TERM IS DEFINED IN THE STADIUM LEASE), AND INCREASING TO SIX HUNDRED FORTY-FIVE THOUSAND DOLLARS ($645,000) AS OF THE LEASE RENT COMMENCEMENT DATE AND SUBJECT TO ANNUAL INCREASES THEREAFTER, PROVIDING FOR THE DEVELOPMENT AND LEASE OF AN APPROXIMATELY TWENTY-FIVE THOUSAND (25,000) SEAT STATE-OF- THE-ART PROFESSIONAL SOCCER STADIUM AND RELATED FACILITIES FOR USE BY INTER MIAMI CF, LLC ("TEAM"), IN ACCORDANCE WITH SUCH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE STADIUM LEASE; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A GROUND LEASE FOR THE MIAMI FREEDOM PARK COMMERCIAL DEVELOPMENT IN A FORM ACCEPTABLE TO THE CITY ATTORNEY ("COMMERCIAL LEASE") BETWEEN THE CITY AND MFP WHEREBY THE CITY SHALL LEASE APPROXIMATELY SIXTY-ONE (61) ACRES OF CITY -OWNED PROPERTY IDENTIFIED AS PARCEL 1 AND PARCEL 2 IN THE SURVEY ATTACHED AND INCORPORATED AS EXHIBIT B ("COMMERCIAL PROPERTY") WITHIN THE PARENT TRACT TO MFP FOR, UNLESS SOONER TERMINATED, AN INITIAL TERM OF THIRTY-NINE (39) YEARS WITH TWO (2) OPTIONS TO RENEW OF THIRTY (30) YEARS EACH, FOR A TOTAL POSSIBLE MAXIMUM TERM OF NINETY-NINE (99) YEARS, WITH AN ANNUAL RENT SCHEDULE OF FIVE HUNDRED FIFTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($552,500) FOR THE 1 ST YEAR, SIX City of Miami Page 1 of 6 File ID: 11637 (Revision: B) Printed On: 6/12/2025 File ID: 11637 Enactment Number: R-22-0156 HUNDRED THIRTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($637,500) FOR THE 2ND YEAR, SEVEN HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($722,500) FOR THE 3RD YEAR, AND EIGHT HUNDRED SEVEN THOUSAND FIVE HUNDRED DOLLARS ($807,500) FOR THE 4TH YEAR FOR THE PERIOD COMMENCING ON THE CONSTRUCTION RENT DATE AND ENDING ON THE LEASE RENT COMMENCEMENT DATE (AS EACH TERM IS DEFINED IN THE COMMERCIAL LEASE) AND INCREASING TO THE GREATER OF THREE MILLION SIX HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($3,655,000) OR SIX PERCENT (6%) OF GROSS REVENUES (AS DEFINED IN THE COMMERCIAL LEASE) AS OF THE LEASE RENT COMMENCEMENT DATE AND SUBJECT TO ANNUAL INCREASES THEREAFTER, PROVIDING FOR THE DEVELOPMENT OF A MINIMUM OF ONE MILLION (1,000,000) SQUARE FEET OF OFFICE, RETAIL AND ENTERTAINMENT USES AND SEVEN HUNDRED FIFTY (750) HOTEL ROOMS AND CONFERENCE SPACE, WITH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE COMMERCIAL LEASE; AFTER THE CONSTRUCTION PERIOD, THE COMBINED ANNUAL RENT OF THE STADIUM LEASE AND THE COMMERCIAL LEASE SHALL NOT BE LESS THAN THREE MILLION FIVE HUNDRED SEVENTY-SEVEN THOUSAND THREE HUNDRED SIXTY-FIVE DOLLARS ($3,577,365); FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A CONSTRUCTION ADMINISTRATION AGREEMENT ("CAA"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY, MFP, AND INTER MIAMI STADIUM, LLC, WHICH SHALL GOVERN THE CONSTRUCTION AND DEVELOPMENT OF THE STADIUM PROPERTY, COMMERCIAL PROPERTY, AND PUBLIC BENEFITS UPON AND AROUND THE PARENT TRACT AND WHICH SHALL PROVIDE FOR MFP TO DEVELOP A FIFTY-EIGHT (58) ACRE PUBLIC PARK, PROVIDING FOR MFP TO CONTRIBUTE TWENTY MILLION DOLLARS ($20,000,000) TO BE UTILIZED BY THE CITY FOR THE ADJACENT PUBLIC PARK AND FIVE MILLION DOLLARS ($5,000,000) TO BE UTILIZED BY THE CITY FOR THE BENEFIT OF THE BAYWALK AND RIVERWALK, FURTHER PROVIDING FOR MFP TO ENVIRONMENTALLY REMEDIATE THE ENTIRE PARENT TRACT IN ORDER TO RECEIVE A NO FURTHER ACTION DETERMINATION FROM ALL APPLICABLE AUTHORITIES, WITH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE CAA; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A NON -RELOCATION AGREEMENT ("NON -RELOCATION AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY BETWEEN THE CITY, MFP, AND TEAM, WHEREBY THE TEAM SHALL PLAY AT THE NEWLY CONSTRUCTED SOCCER STADIUM FOR A MINIMUM OF THIRTY (30) YEARS, WITH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE NON -RELOCATION AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL NECESSARY DOCUMENTS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, TO EFFECTUATE THE AGREEMENTS STATED HEREIN. SPONSOR(S): Mayor Francis X. Suarez WHEREAS, the City of Miami ("City") is the owner in fee simple of approximately one hundred thirty-one (131) acres of real property generally located at 1400 Northwest 37th City of Miami Page 2 of 6 File ID: 11637 (Revision: B) Printed on: 6/12/2025 File ID: 11637 Enactment Number: R-22-0156 Avenue, Miami, Florida 33125, legally described in Exhibit C attached hereto and wholly or partially included within folio numbers 01-3132-000-0080 and 01-3132-000-0090, and inclusive of the property commonly known as the Melreese Country Club ("Parent Tract"); and WHEREAS, Miami Freedom Park, LLC ("MFP") desires to design and develop approximately seventy-three (73) acres of the Parent Tract ("Demised Property") for the purposes of constructing a state-of-the-art professional soccer stadium, entertainment center including food and beverage venues, offices, retail, hotel and conference center, and other ancillary commercial development (collectively, the "Project"); and WHEREAS, on July 18, 2018, the City Commission passed Resolution No. R-18-0308 and Resolution No. R-18-0309 ("Resolutions") approving a proposed amendment to the City Charter to waive competitive bidding and enter into a lease of the Demised Property for the Project; and WHEREAS, on July 18, 2018, a Miami resident filed a Complaint for Mandamus against the City of Miami styled Muir v. City of Miami et al., Case No. 18-23224 (11th Jud. Cir. July 18, 2018), challenging the Resolutions and seeking to force the City to comply with Section 29-A of the City's Charter prior to submitting the proposed Charter amendment to the City's electorate, which was denied with prejudice on August 15, 2018; and WHEREAS, on October 23, 2018, another Miami resident filed a two -count "Emergency Complaint for Declaratory Relief" against the City of Miami styled Bruce C. Matheson v. City of Miami, Case No. 18-35876 (11th Jud. Cir. October 23, 2018) seeking a declaration that the proposed Charter amendment and ballot item were invalid as violative of Section 101.161, Fla. Stat., and Section 29-B of the City Charter; and WHEREAS, on November 6, 2018, the Charter amendment was approved by a majority of the voters in the referendum election, as acknowledged by Resolution No. R-18-0554; and WHEREAS, on March 21, 2019, the trial court granted the City's Motion for Summary Judgment in Bruce C. Matheson v. City of Miami, Case No. 18-35876 (11th Jud. Cir. October 23, 2018) and entered a final judgment in favor of the City and MFP; and WHEREAS, the Third District Court of Appeal affirmed the trial Court's final judgment in favor of the City and MFP, concluding (i) that the lawsuit "has not demonstrated that the ballot summary is clearly and conclusively defective" under section 101.161, Fla. Stat. and (ii) that "the ballot summary gave fair notice of its chief purpose and did not mislead the public;" and WHEREAS, pursuant to Resolution No. 19-0214, adopted on May 23, 2019, the City Commission authorized the City Attorney to engage the legal counsel of her choosing to assist the City in negotiations and legal preparation of documents associated with the Project; and WHEREAS, the City Attorney chose Shutts and Bowen, LLP, Fowler White Burnett P.A. and O'Melveny & Myers LLP (collectively the "Outside Counsel") due to their collective expertise and extensive experience in transactions of this particular nature; and WHEREAS, pursuant to Resolution No. R-19-0290, adopted on July 11,2019, the City Commission authorized Outside Counsel, in consultation with the City, to engage professional consultants, including property appraisers and a peer review firm, environmental consultants, and traffic engineers, at no cost to the City, for the purposes of providing a fair market value analysis of the Demised Property; and City of Miami Page 3 of 6 File ID: 11637 (Revision: B) Printed on: 6/12/2025 File ID: 11637 Enactment Number: R-22-0156 WHEREAS, the City and MFP have negotiated a ground lease for the Miami Freedom Park soccer stadium ("Stadium Lease") for the lease of approximately twelve (12) acres of the Demised Property, as identified as Parcel 1 in the survey attached and incorporated as Exhibit A ("Stadium Property"); and WHEREAS, the Stadium Lease provides for the operation of a state-of-the-art professional soccer complex including an approximately twenty-five thousand (25,000) seat stadium and related facilities; and WHEREAS, the initial term of the Stadium Lease is thirty (30) years with a first option to renew for thirty-nine (39) years and a second option to renew for thirty (30) years for a total term not to exceed ninety-nine (99) years; and WHEREAS, the City and MFP have further negotiated a ground lease for the Miami Freedom Park commercial development ("Commercial Lease") for the lease of approximately sixty-one (61) acres of the Demised Property, as identified as Parcel 1 and Parcel 2 in the survey attached and incorporated as Exhibit B ("Commercial Property"); and WHEREAS, the Commercial Lease provides for a minimum of one million (1,000,000) square feet of commercial development consisting of office space, entertainment -related, and retail uses, and at least seven hundred fifty (750) hotel rooms and conference space; and WHEREAS, the initial term of the Commercial Lease is thirty-nine (39) years with two options to renew of thirty (30) years each for a total term not to exceed ninety-nine (99) years; and WHEREAS, the minimum rent to be collected by the City from the Stadium Lease and the Commercial Lease, collectively, following the construction period (i.e., the period starting on the Construction Rent Date and ending on the Lease Rent Commencement Date), as further described in each lease, was increased from three million five hundred seventy-seven thousand three hundred sixty-five dollars ($3,577,365) per year, which was the minimum rent amount required pursuant to the approved ballot question and Charter amendment, to no less than four million three hundred thousand dollars ($4,300,000) per year, or such higher number as necessary to reflect fair market value based on updated appraisals; and WHEREAS, the City, MFP, and Inter Miami Stadium, LLC have also negotiated a Construction Administration Agreement to govern the construction and development of the facilities described in the Stadium Lease and Commercial Lease, as well as the various improvements and public benefits to be undertaken within the Parent Tract and the environmental remediation of the Parent Tract ("CAA"); and WHEREAS, the CAA requires MFP to provide the City with a twenty million dollar ($20,000,000) contribution for the City's use toward improvements to public parks or acquisition of public parks within the City, and further requires MFP to provide the City with a five million dollar ($5,000,000) contribution for the City's use toward the improvement and expansion of the Baywalk and Riverwalk; and WHEREAS, the CAA further provides that MFP will, at no cost to the City, undertake the remediation of the entire Parent Tract in order to achieve a "No Further Action" determination; and City of Miami Page 4 of 6 File ID: 11637 (Revision: B) Printed on: 6/12/2025 File ID: 11637 Enactment Number: R-22-0156 WHEREAS, the CAA requires MFP to develop a new fifty-eight (58) acre public park adjacent to the Demised Property; and WHEREAS, the Stadium Lease, Commercial Lease and CAA each require MFP to provide for a living wage for all on -site employees, as more particularly described in the Stadium Lease, Commercial Lease and CAA; and WHEREAS, the CAA also requires that MFP utilize good faith efforts to ensure that twenty percent (20%) of the construction labor force is comprised of union employees; and WHEREAS, the City, MFP, and Inter Miami CF, LLC ("Team") have negotiated a Non - Relocation Agreement requiring the Team to play at the soccer stadium developed and operated pursuant to the CAA and Stadium Lease for a minimum of thirty (30) years ("Non - Relocation Agreement"); and WHEREAS, the City Commission has determined that the approval of the Stadium Lease, Commercial Lease, CAA, Non -Relocation Agreement and related ancillary agreements is in the City's best interest; 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 Manager is authorized' to negotiate and execute the Stadium Lease between the City and MFP, in a form acceptable to the City Attorney, whereby the City shall lease the Stadium Property to MFP for, unless sooner terminated, an initial term of thirty (30) years with two (2) options to renew for a total term not to exceed ninety-nine (99) years, with an annual rent schedule of ninety-seven thousand five hundred dollars ($97,500) for the 1st year, one hundred twelve thousand five hundred dollars ($112,500) for the 2nd year, one hundred twenty-seven thousand five hundred dollars ($127,500) for the 3rd year, and one hundred forty- two thousand five hundred dollars ($142,500) for the 4th year during the period commencing on the Construction Rent Date and ending on the Lease Rent Commencement Date (the "Construction Period") and increasing to six hundred forty-five thousand dollars ($645,000) as of the Lease Rent Commencement Date with annual increases thereafter and subject to the terms and conditions set forth in the Stadium Lease; providing for the development of an approximately twenty-five thousand (25,000) seat state-of-the-art professional soccer stadium for use by the Team and related facilities, with terms and conditions as more particularly described in the Stadium Lease. Section 3. The City Manager is further authorized' to negotiate and execute the Commercial Lease between the City and MFP, in a form acceptable to the City Attorney, whereby the City shall lease the Commercial Property to MFP for, unless sooner terminated, an initial term of thirty-nine (39) years with two (2) options to renew of thirty (30) years each, for a total term not to exceed ninety-nine (99) years, with an annual rent schedule of five hundred fifty-two thousand five hundred dollars ($552,500) for the 1st year, six hundred thirty-seven thousand five hundred dollars ($637,500) for the 2nd year, seven hundred twenty-two thousand 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including, but not limited to, those prescribed by applicable City Charter and City Code provisions. City of Miami Page 5 of 6 File ID: 11637 (Revision: B) Printed on: 6/12/2025 File ID: 11637 Enactment Number: R-22-0156 five hundred dollars ($722,500) for the 3rd year, and eight hundred seven thousand five hundred dollars ($807,500) for the 4th year during the Construction Period and increasing to the greater of three million six hundred fifty-five thousand dollars ($3,655,000) or six percent (6%) of Gross Revenues (as defined in the Commercial Lease) as of the Lease Rent Commencement Date with annual increases thereafter; providing for the development of a minimum of one million (1,000,000) square feet of development for office, retail and entertainment uses and 750 hotel rooms and conference space, with terms and conditions as more particularly described in the Commercial Lease. Section 4. The City Manager is further authorized' to negotiate and execute the CAA between the City, MFP, and Inter Miami Stadium, LLC, in a form acceptable to the City Attorney, which CAA shall govern the construction and development of the Stadium Property, Commercial Property, and public benefits upon and around the Parent Tract, and which shall provide for MFP to develop a fifty-eight (58) acre public park, providing for MFP to contribute twenty million dollars ($20,000,000) to be utilized by the City for improvements to public parks or acquisition of public parks within the City, and five million dollars ($5,000,000) to be utilized by the City for the benefit of the Baywalk and Riverwalk, further providing for MFP to environmentally remediate the entire Parent Tract in order to receive a no further action determination from all applicable authorities, with terms and conditions as more particularly described in the CAA. Section 5. The City Manager is further authorized' to negotiate and execute the Non - Relocation Agreement between the City, MFP, and the Team, in a form acceptable to the City Attorney, whereby the Team shall play at the newly constructed soccer stadium for a minimum of thirty (30) years, with terms and conditions as more particularly described in the Non - Relocation Agreement. Section 6. The City Manager is further authorized' to negotiate and execute all other documents, all in forms acceptable to the City Attorney, and take such other action, as may be deemed necessary to effectuate, or as may be otherwise authorized under, the agreements stated herein, subject to and in compliance with all applicable laws, rules, and regulations. Section 7. Neither MFP, Team, nor Inter Miami Stadium, LLC shall have any rights to the agreements contemplated herein unless and until the City Manager executes the subject agreement(s), with approval by the City Attorney as to legal form and correctness. Section 8. 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 6 of 6 File ID: 11637 (Revision: B) Printed on: 6/12/2025