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HomeMy WebLinkAboutR-24-0281City of Miami Resolution R-24-0281 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 16359 Final Action Date: 7/25/2024 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"); AMENDING SECTION 29-C OF THE CHARTER, TITLED "SAME — WATSON ISLAND," TO AUTHORIZE THE CITY COMMISSION BY FOUR -FIFTHS (4/STHS) AFFIRMATIVE VOTE, TO WAIVE COMPETITIVE BIDDING AND EXECUTE AMENDMENTS ("AMENDMENTS") TO CERTAIN DOCUMENTS ("AGREEMENTS") GOVERNING THE PROPERTY ON WATSON ISLAND LOCATED AT 888 MACARTHUR CAUSEWAY, MIAMI, FLORIDA ("PROPERTY"), WITH THE EXISTING TENANT, BH3 IG DEVELOPER LLC AND ITS SUBSIDIARIES ("TENANT"), TO EXTEND THE TERM OF CERTAIN OF THE LEASES BY 24 YEARS, TO SELL THE LANDLORD'S POSITION IN CERTAIN OF THE LEASES TO TENANT CONSISTING OF APPROXIMATELY 3.2 ACRES, FOR FAIR MARKET VALUE NOT LESS THAN $25,000,000, TO PROVIDE ADDITIONAL COMMUNITY BENEFITS INCLUDING A $9,000,000 CONTRIBUTION TO AFFORDABLE HOUSING, INFRASTRUCTURE IMPROVEMENTS, AN EXPANDED PUBLIC WATERFRONT AND PEDESTRIAN PROMENADE ALONG BISCAYNE BAY, TO PERMIT FEE SIMPLE CONDOMINIUM FORM OF OWNERSHIP, AND TO PROVIDE FOR OFFICE SPACE AS A PERMITTED USE, AND RETENTION BY THE CITY OF ALL OTHER EXISTING CITY RIGHTS; CALLING FOR AND PROVIDING THAT THE CHARTER AMENDMENT WILL BE SUBMITTED TO THE ELECTORATE AT THE REFERENDUM SPECIAL ELECTION TO BE HELD CONCURRENTLY WITH THE GENERAL ELECTION SCHEDULED FOR NOVEMBER 5, 2024; 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 ELECTION; FURTHER DIRECTING THE CITY MANAGER TO USE GOOD FAITH EFFORTS TO BRING BEFORE THE COMMISSION FOR 4/STHS APPROVAL FULLY NEGOTIATED AMENDMENTS, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY ON OR BEFORE THE FEBRUARY 27, 2025 REGULAR CITY COMMISSION MEETING, SUBJECT TO APPROVAL BY THE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT FUND OF THE STATE OF FLORIDA AND APPROVAL BY THE ELECTORATE ON NOVEMBER 5, 2024; PROVIDING AN IMMEDIATE EFFECTIVE DATE FOR THIS RESOLUTION. SPONSOR(S): Commissioner Damian Pardo WHEREAS, the City of Miami ("City") owns the property located at 888 Macarthur Causeway, Miami, Florida ("Property"); and City of Miami Page 1 of 7 File ID: 16359 (Revision: A) Printed On: 8/4/2025 File ID: 16359 Enactment Number: R-24-0281 WHEREAS, the City and Flagstone Island Gardens, LLC, a Delaware limited liability company ("Flagstone") entered into that certain Master Development Agreement ("MDA"), dated April 13, 2020; and WHEREAS, the MDA included as exhibits (i) the form of Generic Ground Lease Terms (Rider 1) (the "Form Rider 1"), (ii) the form of Luxury Hotel Lease (the "Form Luxury Hotel Lease"), (iii) the form of Lifestyle Hotel Lease (the "Form Lifestyle Hotel Lease"), and (iv) the form of Residences Lease (the "Form Residences Lease", together with the Form Luxury Hotel Lease and Form Lifestyle Hotel Lease, collectively, the "Form Base Leases", together with the Form Rider 1, collectively the "Form Leases", and together with the MDA and other agreements governing the Property including that certain Amended and Restated Project Declaration, the "Agreements"); and WHEREAS, the City and Flagstone entered into that certain Retail Component Ground Lease and that certain Parking Component Ground Lease, each dated April 13, 2020; and WHEREAS, Flagstone assigned its rights under the MDA to require the City to enter into the Luxury Hotel Lease, the Residences Lease, and the Lifestyle Hotel Lease to Tenant by execution of that certain MDA Assignment of Rights dated as of April 12, 2023. As of the Amendment Date, the Luxury Hotel Lease, the Residences Lease, and the Lifestyle Hotel Lease do not yet exist; and WHEREAS, Flagstone transferred 100% of its interest in the Retail Component Ground Lease and the Parking Component Ground Lease to Tenant pursuant to that certain Assignment and Assumption of Retail Ground Lease, and that certain Assignment and Assumption of Parking Ground Lease, each dated as of April 12, 2023; and WHEREAS, Tenant requests to waive bidding in City Charter Section 29-C and extend the term of the Retail Component Ground Lease, the Parking Component Ground Lease, and the Lifestyle Hotel Lease by twenty-four (24) years (to a total of ninety-nine (99) years); and WHEREAS, Tenant requests to waive bidding in City Charter Section 29-C to acquire the City's interest as landlord in a portion of the Property, specifically the approximately 3.2 acres that will be subject to the Luxury Hotel Lease and the Residences Lease; and WHEREAS, Tenant wishes to amend the Agreements to allow the fractional (i.e., timeshare) units to become fee simple condominium form of ownership; and WHEREAS, Tenant wishes to amend the Agreements to allow for office use at the Property; and WHEREAS, Tenant's proposal, based on the above recitals, is more generally described in the draft Term Sheet included in this agenda package as background information; and, WHEREAS, at its regularly scheduled meeting on July 15, 2024, a majority of members of the City of Miami Climate Resilience Committee, voted in favor of supporting the proposed redevelopment, as described herein; and WHEREAS, the City Commission of the City of Miami has determined that the Agreements, as amended by the Amendments, will be in the City's best interest; City of Miami Page 2 of 7 File ID: 16359 (Revision: A) Printed on: 8/4/2025 File ID: 16359 Enactment Number: R-24-0281 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 Sections 3 and 29-C of the Charter of the City of Miami, Florida, as amended ("Charter"), and § 6.03 of the Miami -Dade County Home Rule Charter, a Referendum Special Election is to be called and directed in the City of Miami, Florida, from 7:00 A.M. until 7:00 P.M. on Tuesday, November 5, 2024, the purpose of submitting to the qualified electors of the City for their approval or disapproval of the proposed Charter Amendment for the Agreements, as amended by the Amendments as stated herein. Section 3. Section 29-C 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-C. Same — Watson Island. 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 commission, by a 4/5ths affirmative vote, may authorize issuance of a license or concession agreement for a period not exceeding one (1) year, without the necessity of a referendum, for the use of Watson Island. 1 Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. City of Miami Page 3 of 7 File ID: 16359 (Revision: A) Printed on: 8/4/2025 File ID: 16359 Enactment Number: R-24-0281 "Notwithstanding anything herein to the contrary, the City Commission, by a 4/5ths affirmative vote, may: ( ) waive competitive bidding and execute amendments ("Amendments") to certain documents ("Agreements") governing the property on Watson Island located at 888 Macarthur Causeway, Miami, Florida ("Property"), with the existing tenant, BH3 IG Developer LLC and its subsidiaries ("Tenant"), to extend the term of certain of the leases by 24 years, to sell the City's position in certain of the leases to Tenant, consisting of approximately 3.2 acres, for fair market value not less than $25,000,000, to provide additional community benefits including a $9,000,000 contribution to affordable housing, infrastructure improvements, an expanded public waterfront and pedestrian promenade along Biscayne Bay, to permit fee simple condominium form of ownership, and to provide for office space as a permitted use, and retention by the City of all other existing City rights." Section 4. The Referendum 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 "A" or as may be designated by the Supervisor of Elections of Miami -Dade County, Florida ("Supervisor"), in conformity with the provisions of the general laws of the State of Florida ("State"). The Precinct Election Clerks and Inspectors to serve at said polling places on said Referendum Special Election date shall be those designated by the Supervisor of Elections of Miami -Dade County, Florida, for such purpose in accordance with the general laws of the State. A description of the registration books and records which pertain to Referendum Special Election precincts wholly or partly within the City and which the City is adopting and desires to use for holding such Referendum Special Election is all 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 of Miami -Dade County, Florida, in conformity with the provisions of the general laws of the State, are hereby adopted and declared to be, and shall hereafter be recognized and accepted as, official registration cards, books, records and certificates of the City. Section 5. In compliance with Section 100.342, Florida Statutes (2023), regarding any Referendum Special Election not otherwise provided for there must be at least thirty (30) days' notice of the election or referendum by publication in a newspaper of general circulation in the county, district, or municipality, or publication on the county's website as provided in Section 50.0311, Florida Statutes, the municipality's website, or the supervisor's website, as applicable. The City Clerk is authorized and directed to publish notice of the adoption of this Resolution and of the provisions hereof, at least twice, once in the fifth week and once in the third week prior to the week in which the aforesaid Referendum Special Election is to be held, in newspaper(s) of general circulation in the City which notice shall be substantially in the following form: "NOTICE OF REFERENDUM SPECIAL ELECTION TO AMEND THE MIAMI CITY CHARTER TO BE HELD TUESDAY, NOVEMBER 5, 2024 IN THE CITY OF MIAMI, FLORIDA PURSUANT TO RESOLUTION NO. R-24-0281 A Referendum Special Election will be held on November 5, 2024 from 7:00 A.M. until 7:00 P.M. in the City of Miami, Florida, at the polling places in the several Referendum Special Election precincts designated by the Supervisor of Elections City of Miami Page 4 of 7 File ID: 16359 (Revision: A) Printed on: 8/4/2025 File ID: 16359 Enactment Number: R-24-0281 of Miami -Dade County, Florida, as set forth herein, unless otherwise provided by law for the purpose of submitting to the qualified electors of the City of Miami, Florida, the following question: "Shall City Charter be amended to revise existing leases at 888 MacArthur Causeway, sell 3.2 acres of leased property to tenant for fair market value of not less than $25,000,000, reduce overall development, extend term 24 years, waive bidding and authorize, at no cost to City: • $9,000,000 contribution to affordable housing plus infrastructure improvements; • Timeshare units become condominiums; • Mixed -uses to include office; and • Expanded public waterfront and pedestrian promenade along Biscayne Bay?" This Charter Amendment will amend Section 29-C of the Miami Charter to authorize the City Commission by a four -fifths (4/5ths) affirmative vote, to waive competitive bidding and execute amendments ("Amendments") to certain documents ("Agreements") governing the property on Watson Island located at 888 MacArthur Causeway, Miami, Florida ("Property"), with the existing tenant, BH3 IG Developer LLC and its subsidiaries ("Tenant"), to extend the term of certain of the leases by 24 years, to sell the City's position in certain of the leases, consisting of approximately 3.2 acres, to Tenant for fair market value for not less than $25,000,000, to provide additional community benefits including a $9,000,000 contribution to affordable housing, infrastructure improvements, an expanded public waterfront, and pedestrian promenade along Biscayne Bay, to permit fee simple condominium form of ownership, and to provide for office space as a permitted use, and retention by the City of all other existing City rights. By order of the Commission of the City of Miami, Florida. Section 6. The official ballot to be used at said Referendum Special Election shall be in full compliance with the laws of the State with respect to 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" Referendum Special Election Tuesday, November 5, 2024 for Approval or Disapproval of the following question: Charter Amendment to revise mixed -use leases on Watson Island "Shall City Charter be amended to revise existing leases at 888 MacArthur Causeway, sell 3.2 acres of leased property to tenant for fair market value of not less than $25,000,000, reduce overall development, extend term 24 years, waive bidding and authorize, at no cost to City: • $9,000,000 contribution to affordable housing plus infrastructure improvements; • Timeshare units become condominiums; City of Miami Page 5 of 7 File ID: 16359 (Revision: A) Printed on: 8/4/2025 File ID: 16359 Enactment Number: R-24-0281 • Mixed -uses to include office; and ■ Expanded public waterfront and pedestrian promenade along Biscayne Bay?" 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. 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 Referendum Special Election. Section 9. All qualified electors of the City shall be permitted to vote in said Referendum Special Election and the Supervisor of Elections of Miami -Dade County, Florida, is hereby requested, authorized, and directed to furnish, at the cost and expense of the City, a list of all qualified electors residing in the City as shown by the registration books and records of the Office of said Supervisor of Elections and duly certify the same for delivery to and for use by the election officials designated to serve at the respective polling places in said Referendum Special Election precincts. Section 10. For the purpose of enabling persons to register who are qualified to vote in said Referendum Special Election on Tuesday, November 5, 2024, and who have not registered under the provisions of the general laws of the State and Chapter 16 of the Code of the City of Miami, Florida, or who have transferred their legal residence from one voting precinct to another in the City, they may register Monday through Friday, from 8:00 A.M. to 5:00 P.M. at the Miami - Dade County Elections Department located at 2700 Northwest 87th Avenue, Miami, Florida, within such period of time as may be designated by the Supervisor. In addition to the above place and times, qualified persons may register at such branch offices and may also register to vote online for the purpose of voting in the herein described Referendum Special Election during such times and on such dates as may be designated by the Supervisor. Section 11. Todd B. Hannon, the City Clerk of the City of Miami, Florida, or his duly appointed successor, is hereby designated and appointed as the official representative of the Commission of the City of Miami, Florida, in all transactions with the Supervisor related to matters pertaining to the use of the registration books and the holding of said Referendum Special Election. Section 12. The City Clerk shall deliver a certified copy of this Resolution to the Supervisor not less than forty-five (45) days prior to the date of the Referendum Special Election. City of Miami Page 6 of 7 File ID: 16359 (Revision: A) Printed on: 8/4/2025 File ID: 16359 Enactment Number: R-24-0281 Section 13. The City Manager is authorized2 and directed to negotiate the Amendments, in and in strict accordance with the terms of the ballot language approved by this Resolution, and use good faith efforts to bring such Amendments for consideration and 4/5ths approval by the City Commission on or before the February 27, 2025 meeting of the City Commission, subject to approval by the electorate on November 5, 2024, and the Board of Trustees of the Internal Improvement Fund of the State of Florida. Section 14. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.3 APPROVED AS TO FORM AND CORRECTNESS: rge = . Wye ng III, C y ttor -y 7/25/2024 2 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. 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. City of Miami Page 7 of 7 File ID: 16359 (Revision: A) Printed on: 8/4/2025