HomeMy WebLinkAboutSubmittal - Richard Perez - Term SheetSubmitted into the
record,for item(s
on
ublie
City Clerk
THIS DOCUMENT IS A SUBSTITUTION.
BACKUP. ORIGINAL CAN BE SEEN AT
THE END OF THIS DOCUMENT.
TERM SHEET
PROPOSED GROUND LEASE AND MASTER DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF MIAMI AND MIAMI FREEDOM PARK, LLC
This Tenn Sheet outlines the basis upon which the City of Miami (the "City") would lease to
Miami Freedom Park, LLC ("M FP") certain real property owned by the City and generally located
at 1400 N.W. 37`1' Avenue, Miami, Florida 33125. The proposed transaction is subject to: (i)
approval by the City's qualified electors of an amendment to Section 29-B of the City's Charter, as
amended, to authorize the City Commission to waive competitive bidding and negotiate a Ground
Lease and Master Development Agreement (the "Lease") with MFP; and (ii) the negotiation,
execution and delivery by the City and MFP of a mutually acceptable and legally binding
definitive Lease consistent with the following provisions:
1. Leased Premises and Term:
2, Permitted Uses:
FILE NO. 4450
Approximately seventy-three (73) acres (the "Leased
Premises") of the property generally located at 1400
N.W. 37t' Avenue, Miami, Florida 33125, identified
as all or portions of folio numbers 01-3132-000-0080
and 01-3132-000-0090, currently known as the
Melreese Golf Course (the "Property"). The term will
be 39 years, with MFP's option to extend for two
additional 30-year periods, for a total term of up to
99-years.
Construction, development and use of: (i) a
professional soccer complex inclusive of an
approximately 25,000 seat stadium and related
facilities (the "Soccer Stadium"); and (ii) ancillary
development, including, but not limited to, (a) a
minimum of 1,000,000 square feet of office, retail and
entcrtairunent uses, and (b) approximately 750 hotel
rooms and conference center (the "Ancillary
Development").
(ps7 Odivvci Pkg-ez
3. Annual Rent:
4. No City Funding
5. Capital Transaction Fee:
6. Public Park:
Submitted into the public n_
recor for i em(s) +T
on City Clerk
Annual rent payable to the City by MFP will be equal
to the greater of (a) the Fair Market Value of the
Leased Premises or (b) 5.0% of the Rent, but under no
circumstances less than $3,577,000 per year. The
"Fair Market Value" will be based on the highest and
best use of the Demise. Premises taking into
consideration the actual cost of environmental
remediation for the Property, the site development
cost for the Park (as defined below), and such other
impositions and limitations on the use of the Property
consistent with the Uniform Standards of Professional
Appraisal Practice). The Fair Market Value will be
determined through the selection of independent
appraisers through a process mutually acceptable to
the parties. The term "Rent" will mean the gross rent
revenue derived by MFP from the lease of the soccer
stadium and any portion of the Ancillary
Development en the Demised Premises exclusive of
the Demised Premises' pass -through operating
expenses paid by tenants to MFP under such leases.
MFP, at no cost to the City, will fund the development
of the Soccer Stadium and the Ancillary
Development. For avoidance of doubt, the City will
have no obligation to pay for any portion of the
development of the Soccer Stadium or the Ancillary
Development, including any cost associated with the
environmental remediation of the Leased Premises.
To the extent MFP seeks Federal or State economic
incentives, the City shall not be responsible for any
matching contribution, which may be required.
MFP will pay to the City an amount equal to 1 % of the
gross proceeds received by MFP from any Capital
Transaction. The phrase "Capital Transaction" means
any transfer of the interests of MFP in the Lease
which results in a change of control or other similar
transaction.
On or prior to the issuance of a certificate of occupany
for the Soccer Stadium, MFP will complete the site
development work for the approximately 58 acre
public park adjacent to the Demised Premises (the
2
Submitted into the public
record or it m(s)
on City Clerk
"Park"). The site development work will consist of (i)
the environmental remediation necessary for the
public use of the Park, and (ii) such draining,
dredging, excavating, filling, grading, and earthwork
as necessary to complete the Park pursuant to the
specifications set forth in the Lease.
7. Additional Park Contribution In addition to the annual rent and the site development
and Baywalk-River%valk for the Park, MFP will contribute to the City
Comniittment: $20,000,000, payable over 30 years in equal annual
installinents, for improvements to greenspace and
parks. In addition to the $20,000,000 for
improvements to greenspace and parks, MFP will
contribute an additional $5,000,000 for the
completion of the City's Baywalk-Riverwalk Project.
8. No Net Loss:
9. Environmental Remediation:
MFP will comply with the existing No Net Loss
Policy in the City of Miami Comprehensive Plan.
The amount of acreage required to comply with such
policy, as a result of the rezoning of such property,
will be satisfied prior to the issuance of a certificate of
occupancy for any structures in the rezoned property.
MFP will be responsible for all environmental
remediation of the Property, including the Park and
the Leased Premises. The environmental reznecliation
plans will be developed by MFP, at its sole cost, and
will be subject to approval by the Miami -Dade
County Department of Environmental Resources
Management. MFP currently estimates that the
environmental remediation costs for the development
will be approximately $35 million.
10. Living Wage and Labor Peace Covered Employees will be paid a living wage of no
Agreement: less than $15.00 per hour without health benefits; or
a living wage of no less than $13.19 an hour with
health benefits (the "Living Wage"). The phrase
"Covered Employees" means those hourly
employees of MFP who primarily work at the
Demised Premises. In addition, MFP will establish a
policy that tenants at the Demised Premises will pay
a Living Wage to their employees primarily working
at the Demised Premises based on a sliding scale
implemented over 4 years commencing at $11.00 per
hour. The sliding scale will apply to employees and
service providers at the soccer stadium, The policy
3
11. First Tee Commitment:
12. Professional Services
Agreement Termination Fee:
13. Open Soccer Fields
Submitted into the public
record or it (s) R oA-
on
shall not apply to employees primarily receiving
compensation through tips, MFP will provide
incentives to qualified small businesses to encourage
them to provide a Living Wage to their employees,
MFP has commenced negotiations with Unite Here,
Local 355, on a Labor Peace Agreement. 20% of
construction force will be union labor.
MFP will make available space within the Ancillary
Development to the First Tee Program for its
educational programs and will design a golf facility,
with the consent of the City, to include driving ranges
and other amenities for use by the First Tee Program,
The Professional Services Agreement between the
City and Dclucca Enterprises, Inc., terminates on
September 30, 2021 (the "PSA"). The PSA provides
the City the right to terminate the PSA prior to such
termination date, which may require the payment of a
termination fee. if required to terminate the PSA;
MFP will reimburse the City for the amount of such
termination fee.
The Project will include an elevated platform with
public use soccer fields over the 23 acres of ground
floor parking.
4
City Clerk
Submitted into the public
record or it s)� or
on
r City Clerk
SUBSTITUTED,
TERM SHEET
PROPOSED GROUND LEASE AND MASTER DEVELOPMENT AGREEMEN
BETWEEN THE CITY OF MIAMI AND MIAMI FREEDOM PARK, LLC'
July 18, 2018
This Term Sheet outlines the basis upon which the City of Miami (the "City") w.uld lease to
Miami Freedom Park, LLC ("MFP") certain real property owned by the City and g erally located
at 1400 N.W. 371h Avenue, Miami, Florida 33125. The proposed transaction s subject to: (i)
approval by the City's qualified electors of an amendment to Section 29-B of he City's Charter,
as amended, to authorize the City Commission to waive competitive bimg and negotiate a
Ground Lease and Master Development Agreement (the "Lease") w' h MFP; and (ii) the
negotiation, execution and delivery by the City and MFP of a rn.utua : acceptable and legally
binding definitive Lease consistent with the following provisions:
I. Demised Premises and Term:: Approximately seve y-three (73) acres (the
"Demised Premise of the property generally
located at 1400 . 37th Avenue, Miami, Florida
33125, identifie as all or portions of folio numbers
01-3132-000-1 80 and 01-3132-000-0090, currently
known as tit Melreese Golf Course (the "Property").
The term ill be 39 years, with MFP's option to
extend ••r two additional 30-year periods, for a total
term • up to 99-years.
2. Permitted Uses:
3. Annual Rent:
C tstruction, development and use of: (i) a
rofessional soccer complex inclusive of an
approximately 25,000 seat stadium and related
facilities (the "Soccer Stadium"); and (ii) ancillary
development, including, but not limited to, (a) a
minimum of 1,000,000 square feet of office, retail and
entertainment uses, and (b) approximately 750 hotel
rooms and conference center (the "Ancillary
Development").
Annual rent payable to the City by MFP will be equal
to the greater of (a) the Fair Market Value of the
Demised Premises or (b) 5.0% of the Rent, but under
no circumstances less than $3,577,000 per year. The
"Fair Market Value" will be based on the highest and
best use of the Demised Premises taking into
consideration the actual cost of environmental
remediation for the Property, the site development
cost for the Park (as defined below), and such other
impositions and limitations on the use of the Properly
consistent with the Uniform Standards of Professional
Appraisal Practice). The Fair Market Value will be
determined through the selection of independent
1
Term Sheet
Submitted into the public
recor for it m(s)
on City Clerk
4. No City Funding:
SUBSTITUTED.
appraisers through a process mutually ace Eatable to
the parties. The term "Rent" will mean th gross rent
revenue derived by MFP or its affiliates om the lease
of the soccer stadium and any portion the Ancillary
Development on the Despised Pren ses exclusive of
the Demised Premises' pass- rough operating
expenses paid by tenants to MFP under such leases.
MFP, at no cost to the City, 1 fund the development
of the Soccer Stadia and the Ancillary
Development. For avoi. nee of doubt, the City will
have no obligation to pay for any portion of the
development of the rccer Stadium or the Ancillary
Development, incl ring any cost associated with the
environmental re ediation of the Demised Premises.
To the extent 4 P seeks Federal or State economic
incentives, t r City shall not be responsible for any
matching c+ tribution, which may be required.
5. Capital Transactions Fee: MFP w pay to the City an amount equal to 1% of
the gri s proceeds received by MFP from any Capital
Tra . action. The phrase "Capital Transaction" means
as , transfer of the interests of MFP in the Lease which
sults in a change of control or other similar
transaction.
6. Public Park:
On or prior to the issuance of a certificate of occupany
for the Soccer Stadium, MFP will complete the site
development work for the approximately 58 acre
public park adjacent to the Demised Premises (the
"Park"). The site development work will consist of (i)
the environmental remediation necessary for the
public use of the deliverable Park, and (ii) such
draining, dredging, excavating, filling, grading, and
earthwork as necessary to complete the Park pursuant
to the specifications set forth in the Lease.
7. Additio al Park Contribution In addition to the annual rent and the site development
and 9 yywalk-Riverwalk for the Park, MFP will contribute to the City
Co rnrt.ttstent: $20,000,000, payable over 30 years in equal annual
installments, for improvements to greenspace and
parks. In addition to the $20,000,000 for
improvements to greenspace and parks, MFP will
contribute an additional $5,000,000 for the
completion of the City's Baywalk-Riverwalk Project.
Term Sheet
Submitted into the pu
rccor for 'tem(s)
on t X
8. No Net Loss:
City Clerk
SUBSTITUTED.
MFP will comply with the existing No et. Loss
Policy in the City of Miami Comprehensiv- Plan. The
amount of acreage required to coinp. with such
policy, as a result of the rezoning o such property,
will be satisfied prior to the issuane f a certificate of
occupany for any structures in the ezoned property.
9. EnvironmentalRemcdiation: MFP will be responsible r all environmental
rerediation of the Property. ineluding the Park and
the Demised Premises The environmental
rernediation plans will . developed by MFP, at its
sole cost, and will h i subject to approval by the
Miami -Dade County lepartnlent of Environmental
Resources Manag lent. MFP currently estimates
that the environ 1ental remediation costs for the
development w be approximately $35 million.
10. Living Wage and Labor
Peace Agreement:
11. First Tee Commitment
Covered Ei .loyees will be paid a living wage of no
less than 5.00 per' hour without health benefits; or
a living age of no less than $13. l 9 an hour with
health enelts. [he phrase "Covered Employees"
mea those hourly employees of MFP, its affiliates
an : their service providers who primarily work at the
tnised Premises. MFP has commenced
egotiations with Unite .here, Local 355, on a Labor
Peace Agreement. 20% of the construction
workforce will be on site union labor.
MFP will make available space within the Ancillary
Development to the First Tee Program for its
educational programs and will design a golf facility,
with the consent of the City, to include driving ranges
and other amenities for use by the First Tee Program.
12. Professional : crviees The Professional Services Agreement between the
Agreement erinination City and Delueca Enterprises, Inc., terminates on
Fee: September 30, 2021 (the "PSA"). The PSA provides
the City the right to terminate the PSA prior to such
termination date, which may require the payment of a
termination fee. If required to terminate the PSA,
MFP will reimburse the City for the amount of such
termination fee.
13. Open Soccer Fields The Project will include an elevated lite platform
wit r public use soccer fields over the 23 acres of ground floor parking.
3
SUBSTITUTED.
l4(PI.,.119 Model -One Time impacs Prone Construction (rola1 &:lnn LaIiz'd1
]i tipurN
Eta atnrnic Impact from Coal lrurlitin +tti11'llawe'
Impact Type
Di reel Effect
Indinxl Meet
!adutte/ Ellixt
Total F. fleet
I.. MI) inymrnr Leh r In c+lmc Total Value Mdad Ourp OY
7,767 5381,776,318 5531,163.072 S967,312.444
1,198 S69,667,393 S114,518.336 3208.377.243
2.453 8106,442_149 $195.097.734 $332,021.393
€1.417 5557,886,359
$840,779.692 51,507,711,080
}'ear 1
Direct Effect
Indirect F.fect
1ndud Efl'ec1
Total
35. 040..t.
35.04'1/.
Year 2 Year 3
I-c7G 2,722 2,722
30 420 4.20
62 859 859
288 4,001 4,00;
6.6494
,fulrti:IN rt 1 mull of Cons temera a
'tzr 4
6.trV% ?3%
33.53°4 3.53%
3.53%
Year 5. Yur G6 Year 77 Year 8 Year 9
5 6 16 274 274 274 274
80 80 42 42 42 42
163 163 87 87 57 87
759 759 403 403 403 403
1:311nr &ono; :5'. a Rc.v,i of (:nustr{ee•riun 12fflii
Year 1 Yerr 2 Year 3 Y 4 Yc r S Year 6 Year 7 Year 8 Year9
Direct Effect. S 9,618.363 5 133,779,381 S 133,779,381 8 25.368,431 5 25.368.431 $ 13,465,702 8 13,465,7112 5 13,465.708 $ 13,465.705
Indirect Effect 5 1,755,178 S 24,4I2,327 5 24,472,327 S 4,629.282 5 4,629,282 S 2,457249 5 2457.249 S 2,457,249 $ 2.457,249
Induced Effect 5 2,681,669 S 37.298.663 $ 37,298.663 7,072,903 5 _ 7,072.903 5 3,754.337 5 3.754.337 5 3.754337 S 3.754,337
Total 5 14.055 210 $ 195.490.371 $ 195.490 _ x 37,070,616 5 37,070.616 5 19,677.294 S 79.677.294 S 19,677,294 S 19,677,294
Direct Effect 5
Indirect Effect $
lttdaced Effect S
Total $
ear i. Year 2
49.155 $ 49.155
58,149 $ 33, • S
43.401 5 .401 5
48,863 $ 48.863 $
'01
1.;a1tur.l!mom!' Per,lnb As. tt lteyn[t ref Cute+Inicl ion j5f71.8 S's)
Year 3
Year 4 Year 5atr 66 Year 7 Year 8 Year 99
44,155 $ 49.155 $ 49,155 5 49,155 $ 49,155 S 49,155 5 49,155
58,149 5 58.149 5 58,149 5 55.149 $ 58.149 S 58,149 5 58.149
43.401 $ 43,401 5 43,401 $ 43,407 $ 43.40! 3 43,401 5 43,401
48,863 5 48.863 5 48,363 5 48,363 5 48,863 S 48,863 5 48.863
I M PLR N Model- Pee urrenning Impacts
11 6innro
!.1nna:d 1•arrrnnir Ie111).n:I by) nr tiClhiIttcd 111ieluNnnsf. ll I1t t4npwrntl
lm pack Type
I ,mpl. Im1
Labor Income le
or income perdob
Oirxt Effect
indirect Effort
lncf•,Iclxl hike/
'Total Effect
1.498 S
325 S
409 $
_,232
64_886.50Z S
3; 40,148 S
34,697,1(50 S
92,833,810 5
43.315.42_
40,73892
35.934.38
41,588
•11 Sport.
E:.nvueuu- larl>:,a frmu Sfnhi44rcr1 1 C:rr I11in1n1ut, tSsnrlla in )
Impact Type
COreed Effect
radioed Effect
ct
maned Effect
Toth' IyIIi Ct
Emplpynt cot Labor In come Total Val a Added Output
50 $10064..122 513.922,536 S13.499,9,19
:0 5770.156 Sf_1Z,34e S1.666,585
64 S2,765,654 S5,068.414 58.528,397
134 S14,499,944 S20,113,294 S25_794,987.
11 tp,nl,
Ecuu01114' 11111.40 (rum tildlril;, j lulr•I3I1en111nn5 I:y11 C'umnterx•i:tl Itciclrglm hx1
impact Type
Direct E1 ct
ladlrect Effect
Induced Effect
Tala1 Effect
F:mp1nyment Labor Irp untie Total Value Added Oulpzt
1,435 S53,922,380 S86,150.683 SI24,5E2,860
3[5 SI2.449.992 371.237.081 S32,967,566
345 S11 931 496 S21,866,44/ S33,748, tt43
2,098 573,324,070 S139,2554,209 S191,279,274
115pnits -
Leuntlnlic.ingtnct foam SG, bi1icrd liver U11c-rdinua (Lnierxalu.mcal & Ittta313
Irnpacl Type
Direr Effect
indirect Effect
endue d Effect
Total Effect
E m p laymen t
Labor income
412 S10,435.447
S2.215,462
S35,633.311
Total L':ioc Added
S'1,
S1,331.535
S5,4456.12.2
S31,392
Ott
_6664,O0vi
S7.431.720
34,402,347
.11 hp4rls
.l:oenemie ianftrirr fpru 1,i1J141/ e11 }tar tlpOlplioo' (1 cell (en t+.r3
Impact Type
Dirax ESTce3
Indirect 3ffc_a
Induced Effect
Employment
13?
132
Libor In numc
V3,963,421
S3,261.3
32.
T,..1 Value Added
S35, 79;382
35.226,279
S4,947.525
Output
S47.712.810
35.226 279
S7.947.32,5
Total Effnx
831
S45.970,188 957,830,616
11 'p„1t.
I'x,�r.e dole IMPALA fr•ul $t:a 1141irad \'rnr..',7 icrution, LFa l Sallee./ SAACNI tiro io.flsrtelx]
Impact Type
Din= Erma
Indirec Eff'en
induced ElR¢ct
Total 11reet
Employ
470
115
144
Labor income
S19,513,512
S6,993,201
S6.249.512
Tnta3 Wain. Added
S30,758.086
SI1,679,2 7
Si 3,452.794
Output
559,165,966
V-0,306.367
S19.497,777
749 532,766,22E S61,891,048 590,996,311
SUBSTITUTED.
Submitted into the p1ic
record for i em(s) • r`'
on �-�- City Clerk
July17, 2018
Mr. Jorge Mas
Dear Mr. Mas:
SUBSTITUTED,
You have asked us to estimate the impact on property values in surrou (ding residential
neighborhoods associated with the development of a signature Miami Freed Park open at no
costto the public on the site of the currently fenced Melreese Country Clu
Lambert Advisory (Lambert) provided a nearly identical analysis t the Miami Downtown
Development Authority (Miami DDA) in late 2017 associated th the expansion of the
Miami DDA's boundary to include the underline right-of-way. pile the Underline is linear
in nature,the studies have been quite consistent in their findin that well designed park and
recreation facilities open at na cost to the public positively i pact real estate values under
a variety of configurations.
A number of national studies have indicated that the ar a of influence of a signature park an
residential real estate values occurs principally wit approximately 1/3 of a mile of the
park (comparatively, for commercial values the + imary area of influence is within 500
feet). The positive impact on values is appro ' ately plus 3 to 5 percent with larger
signature parks such as the proposed Miami F eedom Park skewing to the higher end of
that range. Based upon the findings of these udies, we have estimated the value creation
which the development of the Miami Free* am Park would have on the surrounding real
estate parcels as outlined below.
Attached isa map of residential parce : which are within 1/3 mile eastorsouth ofthe current
Melreese Country Club.
Within this area, and based upodata from the Miami -Dade P-operty Appraiser, there are
1,042 residential units withi the area of influence, 636 (over 61%) of which have a
homestead exemption. The ast majority of units in the area, 949 of the 1,042, are single
family structures (615) or o family homes (134), The average current assessed value for
single family homes is $ 5,300 and among the 34 homes which were sold in the area
within 1/3 of a mile oft park between the beginning of 2016 and April 2018, the average
sales price was just u der $224,000.
Submitted into the public
record foritem(s)
on
Mr. Jorge Mas
City Clerk
SUBSTITUTED.
Applying an impact multiplier generated by a new Miami Freedom Park on the surro nding
residential parcels,the average homeowner in current dollars is likely to enjoy as uch as
an additional $11,000 in market value as a result of the development ofthe Fre orn Park.
This benefits owners in relation to the sale price they can achieve if they decid to sell their
property or as it relates to leverage for financing. Likewise, based upon a k increase in
value, assessed values in the area for tax purposes would increase by ore than $6.0
million in total once the Park isoperating. To whatextentthis would impa : tax revenue over
time is dependent upon each individual unit's homestead vs. non-ho stead status and
how quickly homes continue to change hands inthe area.
I hope this answers your questions. Should you have any further questions regarding our
estimates or analysis please do not hesitate to contact me at 305) 503-4095 or via
ernail: plambert@lambertadvisory,com
Very truly yours,
)2111/
Paul Lambert
Managing Principal
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