HomeMy WebLinkAboutAgenda Item Summary FormAGENDA ITEM SUMMARY FORM
File ID: #17142
Date: 01/15/2025
Commission Meeting Date: 02/13/2025
Requesting Department: Department of Real
Estate and Asset Management
Sponsored By:
District Impacted: District 5
Type: Resolution
Subject: Execute -1st Amended Fee Agrmt & 2nd Amended Covenant - Lancelot Miami
River
Purpose of Item:
A Resolution of the Miami City Commission, with attachments, authorizing the City Manager to
negotiate and execute (1) the First Amended and Restated Sale/Refinancing Transaction Fee
Agreement ("Amended Fee Agreement") to provide for payment by Lancelot Miami River, LLC,
a Delaware limited liability company ("Lancelot"), to the City of an additional one-time capital
transaction fee, and (2) a Second Amended and Restated Covenant in Lieu of Unity of Title
("Second Amended Covenant") to allocate and transfer no more than ten (10) residential
dwelling units to the property located at 230 Southwest 3rd Street, Miami, Florida 33130,
identified as Folio Number: 01-4137-038-0030, as more particularly described in Exhibit "A,"
attached and incorporated herein, from City -owned property located at 444 Southwest 2nd
Avenue, Miami, Florida 33130, as more particularly described in Exhibit "B," attached and
incorporated herein; further authorizing the City Manager to execute such agreements,
applications, and other documents necessary to authorize the City, as owner, to effectuate the
allocation of dwelling units contemplated in said Second Amended Covenant and to provide for
payment by Lancelot to the City of a one-time capital transaction fee; further authorizing the City
Manager to negotiate and execute all other necessary documents, including amendments and
modifications to said Amended Fee Agreement and Second Amended Covenant, assignments,
and other required documents to finalize required permitting, in a Form acceptable to the City
Attorney, as may be necessary to complete the aforementioned conveyance subject to all
federal, state, and local laws that regulate such transactions.
Background of Item:
Lancelot Miami River, LLC, a Delaware limited liability company ("Lancelot"), is the fee simple
owner of the property located at 230 Southwest 3rd Street, Miami, Florida 33130, identified as
Folio No. 01-4137-038-0030, as further described in Exhibit "A" (the "Receiving Property"). CH
Riverside, LLC, a Florida limited liability company ("CH Riverside"), is the fee simple owner of
the property located at 300 Southwest 2nd Avenue, Miami, Florida 33130, identified as Folio No.
01-4137-038-0035 (the "CH Riverside Property"). City of Miami, a Florida municipal corporation
of the State of Florida ("City"), is the fee simple owner of the property located at 444 Southwest
2nd Avenue, Miami, Florida 33130, identified as Folio No. 01-4137-038-0020, as further
described in Exhibit "B" (the "Sending Property"), and the property located at 460 SW 2nd
Avenue, Miami, Florida 33130, identified as Folio No. 01-4137-038-0010 (the "Waterfront
Parcel", and together with the Sending Property, the "Miami Riverside Property"). The City and
Lancelot entered into that certain Agreement and Lease dated November 21, 2019 (the
"Agreement and Lease"), authorizing Lancelot to lease and develop the Miami Riverside
Property. In connection with the Agreement and Lease, the City and Lancelot entered into that
certain Sale/Refinancing Transaction Fee Agreement dated November 21, 2019 and recorded
in Official Records Book 31739, Page 4320, of the Public Records of Miami -Dade County,
Florida (the "Existing Transaction Fee Agreement"). The City, Lancelot, and CH Riverside are
parties to that certain Amended and Restated Covenant in Lieu of Unity of Title recorded in
Official Records Book 33924, Page 4675, of the Public Records of Miami -Dade County, Florida
(the "Amended Covenant"), which unifies the Sending property, the Receiving Property, and the
CH Riverside Property in order to remove internal property lines for purposes of compliance with
setback regulations. Pursuant to that certain Waiver Final Decision for PZ-22-14393, the
Receiving Property is currently approved for the development of a mixed -use building containing
three hundred forty-five (345) residential dwelling units (the "Lancelot Project"). Pursuant to the
Agreement and Lease, Lancelot, or a Lancelot affiliate, may develop the Miami Riverside
Property with a residential or mixed -use project. Lancelot intends to modify the Lancelot Project
to include up to an additional ten (10) residential dwelling units. The City has agreed to transfer
to Lancelot, and Lancelot has agreed to accept from the City, up to ten (10) residential dwelling
units from the Sending Property to, and for the benefit of, the Receiving Property (the "Allocated
Dwelling Units"). The City and Lancelot wish to transfer and memorialize the transfer of
Allocated Dwelling Units from the Sending Property to the Receiving Property and, in
connection therewith, provide for the payment by Lancelot to the City of an additional one-time
capital transaction fee for the Allocated Dwelling Units without limitation of the rights and
benefits afforded to the City under the Existing Transaction Fee Agreement.
Budget Impact Analysis
Item has NOT an Expenditure
Item is NOT Related to Revenue
Item is NOT funded by Bonds
Total Fiscal Impact:
N/A
Reviewed B
Department of Real Estate and Asset Management
Review Completed 01/15/2025 12:55 PM
Office of Management and Budget
Office of Management and Budget
City Manager's Office
City Manager's Office
Legislative Division
City Manager's Office
Office of the City Attorney
Office of the City Attorney
City Commission
Office of the City Clerk
Pedro Lacret
Marie Gouin
Larry M. Spring
Natasha Colebrook -Williams
Valentin J Alvarez
Carolina Aguila
Jacqueline Lorenzo
George K. Wysong III
Maricarmen Lopez
City Clerk's Office
Andrew Frey
Budget Analyst Review
Budget Review
Assistant City Manager
Deputy City Manager Review
Legislative Division Review
City Manager Review
ACA Review
Approved Form and Correctness
Meeting
Rendered
Department Head
Completed
Completed
Completed
Completed
Completed
Skipped
Completed
Completed
Completed
Completed
01/17/2025 3:51 PM
01/28/2025 2:47 PM
02/04/2025 9:25 AM
02/04/2025 10:33 AM
02/04/2025 11:26 AM
02/04/2025 12:11 PM
02/04/2025 1:51 PM
02/04/2025 4:16 PM
02/13/2025 9:00 AM
02/19/2025 5:22 PM
City of Miami
Legislation
Resolution
Enactment Number: R-25-0029
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 17142 Final Action Date:2/13/2025
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A SECOND
AMENDED AND RESTATED COVENANT IN LIEU OF UNITY OF TITLE ("SECOND
AMENDED COVENANT") TO ALLOCATE AND TRANSFER NO MORE THAN TEN
(10) RESIDENTIAL DWELLING UNITS TO THE PROPERTY OWNED BY LANCELOT
MIAMI RIVER, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("LANCELOT"),
LOCATED AT 230 SOUTHWEST 3RD STREET, MIAMI, FLORIDA 33130, AND
IDENTIFIED AS FOLIO NUMBER: 01-4137-038-0030, AS MORE PARTICULARLY
DESCRIBED IN THE ATTACHED AND INCORPORATED EXHIBIT "A,", FROM THE
CITY OF MIAMI ("CITY") OWNED PROPERTY, LOCATED AT 444 SOUTHWEST 2ND
AVENUE, MIAMI, FLORIDA 33130, AND IDENTIFIED AS FOLIO NUMBER: 01-4137-
038-0020 AS MORE PARTICULARLY DESCRIBED IN THE ATTACHED AND
INCORPORATED EXHIBIT "B"; FURTHER AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND EXECUTE A FIRST AMENDED AND RESTATED
SALE/REFINANCING TRANSACTION FEE AGREEMENT ("AMENDED FEE
AGREEMENT") TO PROVIDE FOR THE PAYMENT BY LANCELOT TO THE CITY OF
AN ADDITIONAL ONE-TIME CAPITAL TRANSACTION FEE TO CAPTURE THE
TRANSFER OF UP TO TEN (10) RESIDENTIAL DWELLING UNITS; FURTHER
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE SUCH
AGREEMENTS, APPLICATIONS, ASSIGNMENTS, AND OTHER DOCUMENTS,
INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AMENDED FEE
AGREEMENT AND SECOND AMENDED COVENANT, ALL IN FORMS ACCEPTABLE
TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO AUTHORIZE THE CITY, AS
OWNER, TO EFFECTUATE THE PURPOSES SET FORTH HEREIN, SUBJECT TO
ALL FEDERAL, STATE, AND LOCAL LAWS THAT REGULATE SUCH
TRANSACTIONS.
WHEREAS, Lancelot Miami River, LLC, a Delaware limited liability company
("Lancelot"), is the fee simple owner of the property located at 230 Southwest 3rd Street, Miami,
Florida 33130, identified as Folio No. 01-4137-038-0030, as further described in Exhibit "A,"
attached and incorporated ("Receiving Property"); and
WHEREAS, CH Riverside, LLC, a Florida limited liability company ("CH Riverside"), is
the fee simple owner of the property located at 300 Southwest 2nd Avenue, Miami, Florida
33130, identified as Folio No. 01-4137-038-0035 ("CH Riverside Property"); and
WHEREAS, City of Miami, a Florida municipal corporation of the State of Florida ("City"),
is the fee simple owner of the property located at 444 Southwest 2nd Avenue, Miami, Florida
33130, identified as Folio No. 01-4137-038-0020, as further described in Exhibit "B," attached
and incorporated ("Sending Property"), and the property located at 460 Southwest 2nd Avenue,
Miami, Florida 33130, identified as Folio No. 01-4137-038-0010 ("Waterfront Parcel", and
together with the Sending Property, the "Miami Riverside Property"); and
WHEREAS, the City and Lancelot entered into that certain Agreement and Lease dated
November 21, 2019 ("Agreement and Lease"), authorizing Lancelot to lease and develop the
Miami Riverside Property; and
WHEREAS, in connection with the Agreement and Lease, the City and Lancelot entered
into that certain Sale/Refinancing Transaction Fee Agreement dated November 21, 2019 and
recorded in Official Records Book 31739, Page 4320, of the Public Records of Miami -Dade
County, Florida ("Existing Transaction Fee Agreement"); and
WHEREAS, the City, Lancelot, and CH Riverside are parties to that certain Amended
and Restated Covenant in Lieu of Unity of Title recorded in Official Records Book 33924, Page
4675, of the Public Records of Miami -Dade County, Florida ("Amended Covenant"), which
unifies the Sending property, the Receiving Property, and the CH Riverside Property in order to
remove internal property lines for purposes of compliance with setback regulations; and
WHEREAS, pursuant to that certain Waiver Final Decision for PZ-22-14393, the
Receiving Property is currently approved for the development of a mixed -use building containing
three hundred forty-five (345) residential dwelling units ("Lancelot Project"); and
WHEREAS, pursuant to the Agreement and Lease, Lancelot, or a Lancelot affiliate, may
develop the Miami Riverside Property with a residential or mixed -use project; and
WHEREAS, Lancelot intends to modify the Lancelot Project to include up to an
additional ten (10) residential dwelling units; and
WHEREAS, the City has agreed to transfer to Lancelot, and Lancelot has agreed to
accept from the City, up to ten (10) residential dwelling units from the Sending Property to, and
for the benefit of, the Receiving Property ( "Allocated Dwelling Units") pursuant to a Second
Amended and Restated Covenant in Lieu of Unity of Title ("Second Amended Covenant"); and
WHEREAS, the City and Lancelot wish to transfer and memorialize the transfer of
Allocated Dwelling Units from the Sending Property to the Receiving Property and, in
connection therewith, provide for the payment by Lancelot to the City of an additional one-time
capital transaction fee for the Allocated Dwelling Units, without limitation of the rights and
benefits currently afforded to the City, pursuant to an amendment to the Existing Transaction
Fee Agreement ("Amended Fee Agreement");
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 Second
Amended Covenant to transfer the Allocated Dwelling Units from the Sending Property to the
Receiving Property.
Section 3. The City Manager is further authorized' to negotiate and execute the
Amended Fee Agreement to provide for the payment by Lancelot to the City of an additional
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.
one-time capital transaction fee to capture the transfer of up to ten (10) residential dwelling
units.
Section 4. The City Manager is further authorized1 to negotiate and execute such
agreements, applications, assignments, and other documents, including amendments and
modifications to said Amended Fee Agreement and Second Amended Covenant, all in forms
acceptable to the City Attorney, as may be necessary to authorize the City, as owner, to
effectuate the purposes set forth herein, subject to all federal, state, and local laws that regulate
such transactions.
Section 5. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND CORRECTNESS:
APPROVED AS TO FORM AND CORRECTNESS:
g WY 3 ng III, 0 y ttor y 2/4/2025