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HomeMy WebLinkAboutLegislation-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami Resolution Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 17246 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BYA FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, PURSUANT TO SECTION 29-C OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, WAIVING COMPETITIVE BIDDING AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PURCHASE AND SALE AGREEMENT WITH ECORESILIENCY MIAMI, LLC ("DEVELOPER") FOR THE SALE, UPON SATISFACTION OF CERTAIN CLOSING CONDITIONS, OF +5.4 ACRES OF THAT CERTAIN PROPERTY LOCATED AT 1111 PARROT JUNGLE TRAIL ("PROPERTY") FOR RESIDENTIAL AND COMMERCIAL USES, IN EXCHANGE FOR CANCELLATION OF THE EXISTING LEASE AND CONSIDERATION EQUAL TO OR GREATER THAN FAIR MARKET VALUE OF ONE HUNDRED THIRTY-FIVE MILLION DOLLARS ($135,000,000.00), INCLUDING - DEVELOPMENT OF A NEW +13.3-ACRE PUBLIC WATERFRONT PARK ON r-� THE REMAINDER OF PROPERTY AT A COST TO DEVELOPER OF THIRTY .; SEVEN MILLION DOLLARS ($37,000,000.00), PAYMENTS TO CITY OF TEN._`` MILLION DOLLARS ($10,000,000.00) AT CLOSING AND TWO MILLION r-= DOLLARS ($2,000,000) PER YEAR WITH ANNUAL ESCALATIONS OF THREE :\-) PERCENT (3%) AND A PRESENT VALUE OF ONE HUNDRED THIRTEEN' MILLION SEVEN HUNDRED TWENTY-ONE THOUSAND AND SEVENTY- THREE DOLLARS ($113,721,073) OVER NINETY-NINE YEARS, AND CERTAIN �7 COMMUNITY BENEFITS VALUED AT THIRTY-NINE MILLION SIX -HUNDRED THOUSAND DOLLARS ($39,600,000), INCLUDING PAYMENTS TO THE CITY ' OF FIFTEEN MILLION DOLLARS ($15,000,000.00) FOR AFFORDABLE HOUSING, FIVE MILLION DOLLARS ($5,000,000.00) FOR CONSTRUCTION OF A NEW FIRE STATION ON WATSON ISLAND, AND INFRASTRUCTURE IMPROVEMENTS; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PARTIAL RELEASE AND MODIFICATION OF THE DEED RESTRICTIONS SET FORTH IN DEED NO. 19447 ("STATE DEED") BETWEEN THE CITY AND THE STATE OF FLORIDA INTERNAL IMPROVEMENT TRUST FUND ("STATE"); APPROVAL OF PAYMENT BY CITY TO THE STATE IN THE AMOUNT OF FIFTEEN MILLION DOLLARS ($15,000,000.00) IN EXCHANGE FOR THE STATE'S RELEASE AND MODIFICATION OF RESTRICTIONS SET FORTH IN THE STATE DEED; AUTHORIZING THE CITY MANAGER TO EXECUTE A QUIT -CLAIM DEED TO DEVELOPER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING, THAT SUCH SALE AND CONVEYANCE BE SUBJECT TO APPROVAL AND EXECUTION OF AN AGREEMENT WITH THE STATE THROUGH THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE OTHER ANCILLARY DOCUMENTS AND AMENDMENTS REQUIRED TO EFFECTUATE THE SALE AND DEVELOPMENT OF THE PROPERTY AS SET FORTH IN THE PURCHASE AND SALE AGREEMENT, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. City of Miami Page 1 of 3 File ID: 17246 (Revision:) Printed On: 7/16/2025 17246 Legislation -SUB He ID: 17246 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number: WHEREAS, the City of Miami ("City") is the owner of that certain tract of land on Watson Island comprising of approximately 18.7 acres and located at 1111 Parrot Jungle Trail, Miami, Florida ("Property"); and WHEREAS, ESJ JI Leasehold, LLC ("ESJ") and the City are parties to that certain Lease and Development Agreement, as modified from time to time (collectively, the "Lease") for the Property; and WHEREAS, pursuant to Lease and other entitlements received from the City, ESJ is authorized to develop a theme park, themed hotel, and related retail and entertainment on the Property; and WHEREAS, Ecoresiliency Miami LLC, in collaboration with ESJ (together "Developer Parties"), desire to acquire +5.4 acres of the Property ("Residential Parcel") to develop residential and commercial uses with required parking ("Residential Development") and to return the balance of the Property to the City for use as a new public waterfront park to be constructed by the Developer Parties; and WHEREAS, the City and Developer Parties desire to enter into a purchase and sale agreement substantially in the form attached as Exhibit "A" ("Agreement"), which will allow the sale of the Residential Parcel based on fair market value of Hundred Thirty -Five Million Dollars ($135,000,000), for construction and operation of the Residential Development subject to satisfaction of certain closing conditions, including approval of any necessary zoning and subdivision changes and approval by the Florida Board of the Trustees of the Internal Improvement Trust Fund, and requiring, at closing, cancellation of existing Lease, repayment of the existing loan of approximately Thirty Two Million Dollars ($32,000,000) due to City and Miami -Dade County and of the existing Ygrene C-Pace loan of approximately One Million Two Hundred Thousand Dollars ($1,200,000), and payment to the City of Ten Million Dollars ($10,000,000); and requiring, within the deadlines set forth in the Agreement, construction of a new public waterfront park at a cost of Thirty Seven Million Dollars ($37,000,000), annual payments to the City of Two Million Dollars ($2,000,000) with three percent (3%) annual escalations, payments to the City of Fifteen Million Dollars ($15,000,000) for affordably hog§ing, Five Million Dollars ($5,000,000) for construction of a new fire station on Watson Isla, infrastructure improvements, other community benefits, and the development of thg esid@ntial Development; and WHEREAS, on November 5, 2024, the Charter amendment was approved bj/ra m rity k {Xq of the voters in the referendum election, as acknowledged by Resolution No. R-244458; and WHEREAS, on December 17, 2024, the Florida Board of the Trustees of the4tterna' Improvement Trust Fund approved the delegation of authority to the Secretary of theAori€i Department of Environmental Resources, or designee, ("Secretary") to negotiate anct Oxecute the terms of the partial release and modification of the deed restrictions set forth in Deed No. 19447 ("Partial Release") as required to effectuate the sale and development of the Property as approved by the voters; and WHEREAS, the City desires for the City Manager to negotiate with the Secretary the terms of the Partial Release in a form approved by the City Attorney; and WHEREAS, the City directs the City Manager to execute the Agreement, substantially in the form attached and incorporated as Exhibit "A"; and City of Miami Page 2 of 3 File ID: 17246 (Revision:) Printed on: 7/16/2025 File ID: 17246 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number: WHEREAS, the City directs the City Manager to negotiate with the Secretary and execute the Partial Release in a form approved by the City Attorney, and to negotiate and execute 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 has determined that the Agreement and payment to the State, as described hereinabove, for 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. By a four -fifths affirmative (4/5th) vote of the Miami City Commission, the City Manager is authorized' to execute the Agreement with ESJ, substantially in the form attached and incorporated as Exhibit "A". Section 3. The City Manager is authorized' to negotiate and execute the terms of the Partial Release and modification of deed restrictions generally in a form approved by the City Attorney and to negotiate and execute 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 to exercise all rights of the City reserved by the agreements to the City Manager or designee. Section 4. Neither ESJ or any affiliates, 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 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 14,3 t°,7 CP'1 {,... 1°40 1 The herein authorization is further subject to compliance with all legal requirements that maybe 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. City of Miami Page 3 of 3 File ID: 17246 (Revision:) Printed on: 7/16/2025 SUBSTITUTED City of Miami Resolution Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.co File Number: 17246 Final Actio Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, PURSUANT TO SEC ' ON 29-C OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMEN► D, WAIVING COMPETITIVE BIDDING AND AUTHORIZING THE CITY M A 4AGER TO NEGOTIATE AND EXECUTE A PURCHASE AND SALE AGREE NT WITH ECORESILIENCY MIAMI, LLC ("DEVELOPER") FOR THE SALE, 'ON SATISFACTION OF CERTAIN CLOSING CONDITIONS, OF +5.4 THAT CERTAIN PROPERTY LOCATED AT 1111 PARROT JUN ("PROPERTY") FOR RESIDENTIAL AND COMMERCIAL US FOR CANCELLATION OF THE EXISTING LEASE AND C EQUAL TO OR GREATER THAN FAIR MARKET VALUE THIRTY-FIVE MILLION DOLLARS ($135,000,000.00) DEVELOPMENT OF A NEW +13.3-ACRE PUBLIC THE REMAINDER OF PROPERTY AT A COST TO SEVEN MILLION DOLLARS ($37,000,000.00), P MILLION DOLLARS ($10,000,000.00) AT CLO DOLLARS ($1,000,000) PER YEAR PER PH ESCALATIONS OF THREE PERCENT (3°/ HUNDRED TEN MILLION EIGHT HUND TWENTY-FOUR DOLLARS ($110,875, CERTAIN COMMUNITY BENEFITS HUNDRED THOUSAND DOLLAR THE CITY OF FIFTEEN MILLIO AFFORDABLE HOUSING AN THE CITY MANAGER TO N AND MODIFICATION OF T NO. 19447 BETWEEN T IMPROVEMENT TRU MANAGER TO EXE ACCEPTABLE TO CRES OF E TRAIL , IN EXCHANGE SIDERATION F ONE HUNDRED CLUDING ERFRONT PARK ON EVELOPER OF THIRTY MENTS TO CITY OF TEN G AND ONE MILLION E WITH ANNUAL AND A PRESENT VALUE OF ONE D SEVENTY-FIVE THOUSAND AND 4) OVER NINETY-NINE YEARS), AND LUED AT THIRTY-FOUR MILLION SIX- .. $34,600,000), INCLUDING PAYMENT TO OLLARS ($15,000,000.00) FOR =� CJ7 FRASTRUCTURE; FURTHER AUTHORIZING c_ OTIATE AND EXECUTE A PARTIAL RELEASE E DEED RESTRICTIONS SET FORTH IN DEED- N CITY AND THE STATE OF FLORIDA INTERNAL' -'- FUND ("STATE"); AUTHORIZING THE CITY TEA QUIT -CLAIM DEED TO DEVELOPER, IN A FORM: E CITY ATTORNEY; PROVIDING, THAT SUCH SALE AND CONVEYANCE : SUBJECT TO APPROVAL AND EXECUTION OF AN c.r1 AGREEMENT 'iITH THE STATE THROUGH THE STATE OF FLORIDA DEPARTME OF ENVIRONMENTAL PROTECTION; AUTHORIZING THE CITY MAN ER TO NEGOTIATE AND EXECUTE OTHER ANCILLARY DOCUM- TS AND AMENDMENTS REQUIRED TO EFFECTUATE THE SALE AND D ELOPMENT OF THE PROPERTY AS SET FORTH IN THE PUR' ASE AND SALE AGREEMENT, ALL IN A FORM ACCEPTABLE TO THE CIT ATTORNEY. WHEREAS, the City of Miami ("City") is the owner of that certain tract of land on Watson I• .nd comprising approximately 18.7 acres and located at 1111 Parrot Jungle Trail, Miami, lorida ("Property"); and City of Miami Page 1 of 3 File ID: 17246 (Revision:) Printed On: 7/21/2025 SUBSTITUTED File ID: 17246 Enactment Number: WHEREAS, ESJ JI Leasehold, LLC ("ESJ") and the City are parties to that certain Lease and Development Agreement, as modified from time to time (collectively, the "Lease") for the Property; and WHEREAS, pursuant to Lease and other entitlements received from the City, ESJ authorized to develop a theme park, themed hotel, and related retail and entertainment o► he Property; and WHEREAS, Ecoresiliency Miami LLC, in collaboration with ESJ (together "D veloper Parties"), desire to acquire +5.4 acres of the Property ("Residential Parcel") to de lop residential and commercial uses with required parking ("Residential Developm ") and to return the balance of the Property to the City for use as a new public waterfro park to be constructed by the Developer Parties; and WHEREAS, the City and Developer Parties desire to enter into - purchase and sale agreement substantially in the form attached as Exhibit "A" ("Agreem t"), which will allow the sale of the Residential Parcel based on fair market value of $135,004,000, for construction and operation of the Residential Development subject to satisfaction • certain closing conditions, including approval of any necessary zoning and subdivision ch ges and approval by the Florida Board of the Trustees of the Internal Improvement Tr Fund, and requiring, at .:closing, cancellation of existing Lease, repayment of the existing lo of approximately $32,000-00ae to City and Miami -Dade County and of the existing Ygre C-Pace loan of approximately $1,200,000, and payment to the City of $10,000,000; a►: requiring, within the deadlimnslsetc` forth in the Agreement, construction of a new public terfront park at a cost of $37,0001,0007 annual payments to the City of $2,000,000 with 3% - nnual escalations, payment to tIe City'. $15,000,000 for affordable housing and infrastru re, other community benefits, an_d the development of the Residential Development; - d i ES WHEREAS, on November 5, 2024, e Charter amendment was approved by a; majority of the voters in the referendum election, .. acknowledged by Resolution No. R-24-045i3; a1a'd WHEREAS, on December 1 Improvement Trust Fund approved Department of Environmental Re the terms of the partial release 19447 ("Partial Release") as approved by the voters; an 7 024, the Florida Board of the Trustees of the Internal e delegation of authority to the Secretary of the Florida urces, or designee, ("Secretary") to negotiate and execute d modification of the deed restrictions set forth in Deed No. quired to effectuate the sale and development of the Property as WHEREAS, th- ity desires for the City Manager to negotiate with the Secretary the terms of the Partial ' ease generally in the form attached and incorporated as Exhibit "B"; and WHERE the form attac , the City directs the City Manager to execute the Agreement substantially in and incorporated as Exhibit "A"; and W ' ' EAS, the City directs the City Manager to negotiate with the Secretary and execute - Partial Release generally in the form attached as Exhibit "B", and to negotiate and execut any other ancillary documents reasonably required to effectuate the sale and deve , pment of the Property, including but not limited to estoppels and other documents re- • nably required by lenders, all in a form approved by the City Attorney; and WHEREAS, the City Commission has determined that the Agreement and the Partial Release will be in the City's best interest; City of Miami Page 2 of 3 File ID: 17246 (Revision:) Printed on: 7/21/2025 SUBSTITUTED File ID: 17246 Enactment Number: 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 ar adopted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths affirmative (4/5th) vote of the Miami City Commissio the City Manager is authorized' to execute the purchase and sale agreement with Ecoresilie- y Miami LLC substantially in the for attached and incorporated as Exhibit "A". Section 3. The City Manager is authorized' to negotiate and execute t terms of the partial release and modification of deed restrictions generally in the form atthed as Exhibit "B," and to negotiate and execute any other ancillary documents reasonably r=.uired to effectuate the sale and development of the Property, including but not limited to es'ippels and other documents reasonably required by lenders, all in a form approved by e City Attorney, and to exercise all rights of the City reserved by the agreements to the City anager or designee. Section 3. Neither Ecoresiliency Miami LLC or any affili agreements contemplated herein unless and until the City Ma agreement(s), with approval by the City Attorney as to legal s, shall have any rights to the ger executes the subject rm and correctness. Section 4. This Resolution shall become effectiv immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNES 1 The h: -in authorization is further subject to compliance with all legal requirements that may be impo d, including but not limited to, those prescribed by applicable City Charter and City Code pro ions. 2 he Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days om 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 3 of 3 File ID: 17246 (Revision:) Printed on: 7/21/2025