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HomeMy WebLinkAboutAgenda Item Summary FormAGENDA ITEM SUMMARY FORM File ID: #17248 Date: 02/13/2025 Commission Meeting Date: 02/27/2025 Requesting Department: Department of Real Estate and Asset Management Sponsored By: Damian Pardo District Impacted: District 2 Type: Resolution Subject: Authorize - Amendment Agrnmt - Watson Island Purpose of Item: A Resolution of the Miami City Commission, with attachment(s), authorizing and directing the City Manager to negotiate, approve, and execute, as applicable, a first amendment to master development agreement, a first amendment to retail component ground lease, a first amendment to parking component ground lease, and a second amendment to amended and restated mixed use project declaration, each with respect to a portion of City of Miami ("City") owned property located at 888 MacArthur Causeway, more particularly described in Exhibit A attached and incorporated hereto ("Property"), a partial release and modification of the deed restrictions set forth in deed no. 19447 ("partial release"), between the city and the State of Florida internal improvement trust fund, through the State of Florida department of Environmental Protection ("FDEP"), and other documents ancillary thereto, which shall be subject to approval by the Miami City commission by a 4/5th affirmative vote, in connection with the development of the property by BH3 IG Developer LLC, a Delaware limited liability company ("Developer"), all in a form acceptable to the City attorney; further authorizing the City manager to negotiate and execute all other necessary documents, including amendments and modifications, and other required documents to allow the Developer to finalize required permitting, in a form acceptable to the City attorney, as may be necessary to complete the aforementioned partial release subject to all federal, state, and local laws that regulate such transactions. Background of Item: The City is the owner of that certain tract of land on Watson Island comprising approximately 10.6 acres and located at 888 Macarthur Causeway, Miami, Florida ("Property").Flagstone Island Gardens, LLC ("Flagstone") and the City are parties to (i) that certain Retail Component Ground Lease dated as of April 13, 2020 as assigned to Island Gardens Retail Experience, LLC ("IGRE") pursuant to the Assignment and Assumption of Ground Lease (Retail) from Flagstone to IGRE dated as of April 13, 2020 and as assigned to IG Retail LLC ("IG Retail") pursuant to the Assignment and Assumption of Retail Ground Lease from IGRE to IG Retail LLC dated as of April 12, 2023 (the "Retail Ground Lease"), (ii) that certain Parking Component Ground Lease dated as of April 13, 2020 as assigned to Island Gardens Parking Structures, LLC ("IGPS") pursuant to the Assignment and Assumption of Ground Lease (Parking) from Flagstone to IGPS dated as of April 13, 2020 and as assigned to IG Parking LLC ("IG Parking") pursuant to the Assignment and Assumption of Parking Ground Lease from IGPS to IG Parking LLC dated as of April 12, 2023 (the "Parking Ground Lease"), and (iii) that certain Master Development Agreement, dated April 13, 2020 (the "MDA"). 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"). The Form Luxury Hotel Lease, Form Lifestyle Hotel Lease, and the Form Residences Lease, are collectively, the "Form Base Leases", together with the Form Rider 1, collectively the "Form Leases", and together with the Retail Ground Lease, the Parking Ground Lease, the MDA, and other agreements governing the Property, including that certain Amended and Restated Mixed Use Project Declaration recorded on April 14, 2023, in Official Records Book 33665, Pages 3611-3904, Public Records of Miami -Dade County, Florida (as each may have been amended, collectively, the "Existing Agreements"). On or about April 12, 2023, Flagstone assigned its rights under the MDA to the Developer by execution of that certain MDA Assignment of Rights, requiring the City to enter into the Form Leases with the Developer or its affiliates. Pursuant to Existing Agreements and other entitlements received from the City, the Developer and its affiliates are authorized to develop the Property. On November 5, 2024, the Charter amendment was approved by a majority of the voters in the referendum election, as acknowledged by Resolution No. R-24-0281. The City Commission authorizes the City Manager to negotiate with Developer and its affiliates (including IG Retail and IG Parking) amendments to the Existing Agreements to reflect the items approved in the referendum election, including but not limited to a First Amendment to Master Development Agreement, a First Amendment to Retail Component Ground Lease, a First Amendment to Parking Component Ground Lease, and a Second Amendment to Amended and Restated Mixed Use Project Declaration, generally in the form attached as Exhibit B (collectively the "Referendum Amendments"), all in a form approved by the City Attorney. On December 17, 2024, the Florida Board of the Trustees of the Internal Improvement Trust Fund approved the delegation of authority to the Secretary, or designee, of the Florida Department of Environmental Protection ("FDEP"), to negotiate and execute the terms of one or more partial releases and modifications of the deed restrictions set forth in Deed No. 19447 as required to effectuate the development of the Property as approved by the voters. The City Commission authorizes the City Manager to negotiate with FDEP the terms of a Partial Release, generally in the form attached as Exhibit C ("Partial Release"). The City Commission authorizes the City Manager to negotiate and execute the Referendum Amendments, the Partial Release, and any other ancillary documents reasonably required to effectuate the sale and development of the Property, including but not limited to estoppels and other documents reasonably required by lenders, all in a form approved by the City Attorney. The City Commission further authorizes the City Manager to negotiate and execute all other necessary documents, including amendments and modifications, and other required documents to allow the developer to finalize required permitting, in a form acceptable to the City Attorney, as may be necessary to complete the aforementioned Referendum Amendments and Partial Release subject to all federal, state, and local laws that regulate such transactions. The City Commission has determined that the Partial Release will be in the City's best interest. 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 Department of Real Estate and Asset Management Review Completed Office of Management and Budget Office of Management and Budget City Manager's Office City Manager's Office Legislative Division City Manager's Office City Commission Office of the Mayor Office of the City Clerk Office of the City Attorney Office of the City Attorney Office of the City Clerk Reviewed B 02/13/2025 10:15 AM Pedro Lacret Marie Gouin Larry M. Spring Natasha Colebrook -Williams Valentin J Alvarez Arthur Noriega V Maricarmen Lopez Mayor's Office City Clerk's Office James Brako George K. Wysong III City Clerk's Office Andrew Frey Budget Analyst Review Budget Review Assistant City Manager Deputy City Manager Review Legislative Division Review City Manager Review Meeting Department Head Completed Completed Completed Completed Completed Completed Completed Signed by the Mayor Completed Signed and Attested by the City Clerk Completed ACA Review Completed Approved Form and Correctness Completed Rendered Completed 02/13/2025 11:22 AM 02/13/2025 4:47 PM 02/14/2025 4:16 PM 02/14/2025 4:18 PM 02/18/2025 11:08 AM 02/18/2025 11:42 AM 02/27/2025 9:00 AM 03/07/2025 1:18 PM 03/07/2025 1:21 PM 03/17/2025 10:37 AM 03/17/2025 11:43 AM 03/17/2025 1:28 PM City of Miami Legislation Resolution Enactment Number: R-25-0059 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 17248 Final Action Date:2/27/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING AND DIRECTING THE CITY MANAGER TO NEGOTIATE, APPROVE, AND EXECUTE, AS APPLICABLE, A FIRST AMENDMENT TO MASTER DEVELOPMENT AGREEMENT, A FIRST AMENDMENT TO RETAIL COMPONENT GROUND LEASE, A FIRST AMENDMENT TO PARKING COMPONENT GROUND LEASE, AND A SECOND AMENDMENT TO AMENDED AND RESTATED MIXED USE PROJECT DECLARATION, EACH WITH RESPECT TO A PORTION OF CITY OF MIAMI ("CITY") OWNED PROPERTY LOCATED AT 888 MACARTHUR CAUSEWAY, MORE PARTICULARLY DESCRIBED IN EXHIBIT "A," ATTACHED AND INCORPORATED ("PROPERTY"), A PARTIAL RELEASE AND MODIFICATION OF THE DEED RESTRICTIONS SET FORTH IN DEED NO. 19447 ("PARTIAL RELEASE"), BETWEEN THE CITY AND THE STATE OF FLORIDA INTERNAL IMPROVEMENT TRUST FUND, THROUGH THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION ("FDEP"), AND OTHER DOCUMENTS ANCILLARY THERETO, WHICH SHALL BE SUBJECT TO APPROVAL BY THE MIAMI CITY COMMISSION BY A 4/5TH AFFIRMATIVE VOTE, IN CONNECTION WITH THE DEVELOPMENT OF THE PROPERTY BY BH3 IG DEVELOPER LLC, A DELAWARE LIMITED LIABILITY COMPANY ("DEVELOPER"), ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL OTHER NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS, AND OTHER REQUIRED DOCUMENTS TO ALLOW THE DEVELOPER TO FINALIZE REQUIRED PERMITTING, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO COMPLETE THE AFOREMENTIONED PARTIAL RELEASE SUBJECT TO ALL FEDERAL, STATE, AND LOCAL LAWS THAT REGULATE SUCH TRANSACTIONS. WHEREAS, the City of Miami ("City") is the owner of that certain tract of land on Watson Island comprising approximately 10.6 acres and located at 888 Macarthur Causeway, Miami, Florida ("Property"); and WHEREAS, Flagstone Island Gardens, LLC ("Flagstone") and the City are parties to (i) that certain Retail Component Ground Lease dated as of April 13, 2020 as assigned to Island Gardens Retail Experience, LLC ("IGRE") pursuant to the Assignment and Assumption of Ground Lease (Retail) from Flagstone to IGRE dated as of April 13, 2020 and as assigned to IG Retail LLC ("IG Retail") pursuant to the Assignment and Assumption of Retail Ground Lease from IGRE to IG Retail LLC dated as of April 12, 2023 ("Retail Ground Lease"), (ii) that certain Parking Component Ground Lease dated as of April 13, 2020 as assigned to Island Gardens Parking Structures, LLC ("IGPS") pursuant to the Assignment and Assumption of Ground Lease (Parking) from Flagstone to IGPS dated as of April 13, 2020 and as assigned to IG Parking LLC ("IG Parking") pursuant to the Assignment and Assumption of Parking Ground Lease from IGPS to IG Parking LLC dated as of April 12, 2023 ("Parking Ground Lease"), and (iii) that certain Master Development Agreement, dated April 13, 2020 ("MDA"); 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 ("Form Luxury Hotel Lease"), (iii) the form of Lifestyle Hotel Lease ("Form Lifestyle Hotel Lease"), and (iv) the form of Residences Lease ("Form Residences Lease"). The Form Luxury Hotel Lease, Form Lifestyle Hotel Lease, and the Form Residences Lease, are collectively, the "Form Base Leases", together with the Form Rider 1, collectively the "Form Leases", and together with the Retail Ground Lease, the Parking Ground Lease, the MDA, and other agreements governing the Property, including that certain Amended and Restated Mixed Use Project Declaration recorded on April 14, 2023, in Official Records Book 33665, Pages 3611-3904, Public Records of Miami - Dade County, Florida (as each may have been amended, collectively, the "Existing Agreements"); and WHEREAS, on or about April 12, 2023, Flagstone assigned its rights under the MDA to the Developer by execution of that certain MDA Assignment of Rights, requiring the City to enter into the Form Leases with the Developer or its affiliates; and WHEREAS, pursuant to Existing Agreements and other entitlements received from the City, the Developer and its affiliates are authorized to develop the Property; and WHEREAS, on November 5, 2024, the Charter amendment was approved by a majority of the voters in the referendum election, as acknowledged by Resolution No. R-24-0281; and WHEREAS, the City Commission authorizes the City Manager to negotiate with Developer and its affiliates (including IG Retail and IG Parking) amendments to the Existing Agreements to reflect the items approved in the referendum election, including but not limited to a First Amendment to Master Development Agreement, a First Amendment to Retail Component Ground Lease, a First Amendment to Parking Component Ground Lease, and a Second Amendment to Amended and Restated Mixed Use Project Declaration, generally in the form attached as Exhibit B (collectively the "Referendum Amendments"), all in a form approved by the City Attorney; and WHEREAS, on December 17, 2024, the Florida Board of the Trustees of the Internal Improvement Trust Fund approved the delegation of authority to the Secretary, or designee, of the Florida Department of Environmental Protection ("FDEP"), to negotiate and execute the terms of one or more partial releases and modifications of the deed restrictions set forth in Deed No. 19447 as required to effectuate the development of the Property as approved by the voters; and WHEREAS, the City Commission authorizes the City Manager to negotiate with FDEP the terms of a Partial Release, generally in the form attached as Exhibit C ("Partial Release"); and WHEREAS, the City Commission authorizes the City Manager to negotiate and execute the Referendum Amendments, the Partial Release, and any other ancillary documents reasonably required to effectuate the sale and development of the Property, including but not limited to estoppels and other documents reasonably required by lenders, all in a form approved by the City Attorney; and WHEREAS, the City Commission further authorizes the City Manager to negotiate and execute all other necessary documents, including amendments and modifications, and other required documents to allow the developer to finalize required permitting, in a form acceptable to the City Attorney, as may be necessary to complete the aforementioned Referendum Amendments and Partial Release subject to all federal, state, and local laws that regulate such transactions; and WHEREAS, the City Commission has determined that the Partial Release will be 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, approve, and execute, as applicable, the Referendum Amendments with Developer and its affiliates (including IG Retail and IG Parking), generally in the form attached as Exhibit B, and any other ancillary documents reasonably required to effectuate the development of the Property, all in a form approved by the City Attorney, and to exercise all rights of the City reserved by the agreements to the City Manager or designee. Section 3. The City Manager is authorized1 to negotiate and execute the Partial Release with FEDP, generally in the form attached as Exhibit C, and any other ancillary documents reasonably required to effectuate the development of the Property, including but not limited to estoppels and other documents reasonably required by lenders, all in a form approved by the City Attorney, and to exercise all rights of the City reserved by the agreements to the City Manager or designee. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. 2 APPROVED AS TO FORM AND CORRECTNESS: 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. 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.