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HomeMy WebLinkAboutAgenda Item Summary FormAGENDA ITEM SUMMARY FORM File ID: #18496 Date: 11/10/2025 Commission Meeting Date: 11/20/2025 Requesting Department: City Manager's Office Sponsored By: District Impacted: District 1 Type: Resolution Subject: Approved - Proposed Amendments - Various Agrmnts - Miami Freedom Park Purpose of Item: A Resolution of the Miami City Commission, with attachments, authorizing the City Manager to negotiate and execute amendments to the ground lease for Miami Freedom Park Commercial Development ("Commercial Lease"), the Ground Lease for Soccer Stadium Development ("Soccer Lease"), and the Construction Administration Agreement ("CAA") between the City of Miami ("City") and Miami Freedom Park, LLC ("MFP"), in forms acceptable to the city attorney, to: (i) increase the initial term of the Commercial Lease and Soccer Lease to fifty-five (55) years and reduce the renewal options to twenty-two (22) years each, (ii) accommodate the city's future Administration Building ("Administration Building") and the Florida Power & Light Substation ("FPL Substation") by amending the legal description of the public park parcel as shown in the attached and incorporated Exhibit A, removing the park development and remediation requirements for such spaces, and extending the park completion deadline for the FPL Substation staging area to occur after issuance of a Temporary Certificate of Occupancy for the stadium, which revisions are subject to City Commission approval of a conforming amendment to the Development Agreement between the City and MFP, (iii) authorize the removal of sports fields from atop the structured parking facility, (iv) restrict the twenty million dollar ($20,000,000.00) park contribution to be exclusively used for the public park, and (v) amend the park project requirements; further authorizing the City Manager to negotiate and execute an agreement to authorize the installation, operation, and maintenance of certain entryway, directional, monument, or pylon signage within the public park parcel generally in the locations identified in the attached and incorporated Exhibit B; further authorizing the City Manager to negotiate and execute amendments to the construction easements granted to MFP to remove portions of the public park under the Administration Building and FPL Substation from the easement area; further providing that the authority granted herein shall be subject to compliance with all applicable provisions of the city code, as amended, and all other applicable laws, rules, and regulations; and providing for an effective date. Background of Item: This legislation amends the ground leases and agreements with Miami Freedom Park, LLC to extend lease terms, accommodate the city's Administration Building and FPL Substation within the park, restrict a $20 million park contribution for exclusive park use, modify park development requirements, authorize signage installation, and adjust construction easements, all subject to compliance with city codes and laws. Budget Impact Analysis Item is NOT Related to Revenue Item has NOT an Expenditure Item is NOT funded by Bonds Total Fiscal Impact: N/A City Manager's Office Office of Management and Budget Legislative Division City Manager's Office Office of Management and Budget Office of the City Attorney Office of the City Attorney City Commission Office of the Mayor Office of the City Clerk Legislative Division Office of the City Attorney Office of the City Attorney Office of the City Clerk Reviewed B Natasha Colebrook -Williams Leon P Michel Valentin J Alvarez Arthur Noriega V Miriam Arcia Jacqueline Lorenzo George K. Wysong III Nicole Ewan Mayor's Office City Clerk's Office Valentin J Alvarez Jacqueline Lorenzo George K. Wysong III City Clerk's Office Deputy City Manager Review Budget Review Legislative Division Review City Manager Review Budget Analyst Review ACA Review Approved Form and Correctness Meeting Completed Completed Completed Completed Skipped Completed Completed Completed Signed by the Mayor Completed Signed and Attested by the City Clerk Completed Legislative Division Review Completed ACA Review Completed Approved Form and Correctness with Modification(s) Rendered Completed 1/10/2025 10:27 PM 1/10/2025 10:31 PM 1/10/2025 10:54 PM 1/10/2025 11:00 PM 11/10/2025 8:09 PM 1/10/2025 11:09 PM 1/10/2025 11:15 PM 11/20/2025 9:00 AM 11/26/2025 6:32 PM 11/26/2025 7:01 PM 12/01/2025 3:30 PM 12/02/2025 1:47 PM Completed 2/08/2025 11:35 AM City of Miami Legislation Resolution Enactment Number: R-25-0502 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 18496 Final Action Date:11/20/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENTS, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AMENDMENTS TO THE GROUND LEASE FOR MIAMI FREEDOM PARK COMMERCIAL DEVELOPMENT ("COMMERCIAL LEASE"), THE GROUND LEASE FOR SOCCER STADIUM DEVELOPMENT ("SOCCER LEASE"), AND THE CONSTRUCTION ADMINISTRATION AGREEMENT ("CAA") BETWEEN THE CITY OF MIAMI ("CITY") AND MIAMI FREEDOM PARK, LLC ("MFP"), IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, TO: (I) INCREASE THE INITIAL TERM OF THE COMMERCIAL LEASE AND SOCCER LEASE TO FIFTY-FIVE (55) YEARS AND REDUCE THE RENEWAL OPTIONS TO TWENTY-TWO (22) YEARS EACH, (II) ACCOMMODATE THE CITY'S FUTURE ADMINISTRATION BUILDING ("ADMINISTRATION BUILDING") AND THE FLORIDA POWER & LIGHT SUBSTATION ("FPL SUBSTATION") BY AMENDING THE LEGAL DESCRIPTION OF THE PUBLIC PARK PARCEL AS SHOWN IN THE ATTACHED AND INCORPORATED EXHIBIT A, REMOVING THE PARK DEVELOPMENT AND REMEDIATION REQUIREMENTS FOR SUCH SPACES, AND EXTENDING THE PARK COMPLETION DEADLINE FOR THE FPL SUBSTATION STAGING AREA TO OCCUR AFTER ISSUANCE OF A TEMPORARY CERTIFICATE OF OCCUPANCY FOR THE STADIUM, WHICH REVISIONS ARE SUBJECT TO CITY COMMISSION APPROVAL OF A CONFORMING AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY AND MFP, (III) AUTHORIZE THE RELOCATION OF SPORTS FIELDS FROM ATOP THE STRUCTURED PARKING FACILITY, (IV) RESTRICT THE TWENTY MILLION DOLLAR ($20,000,000.00) PARK CONTRIBUTION TO BE EXCLUSIVELY USED FOR THE PUBLIC PARK, AND (V) AMEND THE PARK PROJECT REQUIREMENTS; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO AUTHORIZE THE INSTALLATION, OPERATION, AND MAINTENANCE OF CERTAIN ENTRYWAY, DIRECTIONAL, MONUMENT, OR PYLON SIGNAGE WITHIN THE PUBLIC PARK PARCEL GENERALLY IN THE LOCATIONS IDENTIFIED IN THE ATTACHED AND INCORPORATED EXHIBIT B; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AMENDMENTS, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, TO THE CONSTRUCTION EASEMENTS GRANTED TO MFP TO REMOVE PORTIONS OF THE PUBLIC PARK UNDER THE ADMINISTRATION BUILDING AND FPL SUBSTATION FROM THE EASEMENT AREA; FURTHER PROVIDING ANY FUTURE AMENDMENT THAT AUTHORIZES CHANGES TO THE PARK DESIGN OR EXTENDS THE DEADLINES FOR COMPLETION OF THE PARK BEYOND THOSE SET FORTH HEREIN SHALL COME BEFORE CITY COMMISSION FOR APPROVAL AND INCLUDE A REQUIREMENT TO COMPLETE CERTAIN MINIMUM IMPROVEMENTS NO LATER THAN SEPTEMBER 2026, SUBJECT ONLY TO EXTENSIONS THAT MAY BE REQUIRED TO COMPLY WITH PERMITTING REQUIREMENTS SET FORTH BY THE MIAMI-DADE COUNTY DIVISION OF ENVIRONMENTAL RESOURCES MANAGEMENT; FURTHER PROVIDING THAT THE AUTHORITY GRANTED HEREIN SHALL BE SUBJECT TO COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, AS AMENDED, AND ALL OTHER APPLICABLE LAWS, RULES, AND REGULATIONS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami ("City") is the fee simple owner of approximately one hundred thirty-one (131) acres of land located adjacent to the City's Grapeland Park, and generally bound on the East by Northwest 37 Avenue, on the West by Northwest 42 Avenue, on the South by Northwest 14 Street, and on the North by the municipal boundary ("Site"); and WHEREAS, in November of 2018, the electorate of the City approved a referendum to waive competitive bidding and authorize the negotiation of a ground lease and development agreement for the development of approximately seventy-three (73) acres of the Site as a soccer stadium and other ancillary commercial development ("Leased Premises") and requiring MFP to provide various other public benefits, including the remediation and development of a fifty-eight (58) acre public park ("Park"); and WHEREAS, pursuant to Resolution No. R-22-0156, adopted April 28, 2022, Miami Freedom Park, LLC. a Delaware Limited Liability Company ("MFP") entered into that certain Ground Lease for Soccer Stadium ("Soccer Lease") and that certain Ground Lease for Miami Freedom Park Commercial Development ("Commercial Lease"), dated as of February 9, 2023, governing the Developer's use of the Leased Property (collectively, "Lease Agreements"); and WHEREAS, the City and MFP also entered into a Construction Administration Agreement ("CAA"), dated as of February 9, 2023, to govern the development of the Site and the provision of certain public benefits, including the delivery of the Park; and WHEREAS, pursuant to Resolution No. R-22-0157, adopted April 28, 2022, the City authorized certain construction easements over the Park ("Construction Easements") in favor of MFP; and WHEREAS, pursuant to Ordinance No. 14093, adopted on September 13, 2022, by the City Commission, the City and MFP also entered into a Development Agreement regarding the Miami Freedom Park Special Area Plan ("Development Agreement"); and WHEREAS, pursuant to Resolution No. R-23-0547, adopted December 14, 2023, the City authorized the City Manager to enter into an Amended and Restated Development Management and Construction Agreement for the construction of the City's Municipal Administration Building ("MAB") within a portion of the Park and the easement areas; and WHEREAS, pursuant to Resolution No. R-25-0060, adopted February 27, 2025, the City authorized certain easements in favor of the Florida Power & Light Company, to construct, access, and maintain an electric utility substation ("FPL Substation") on a portion of the Park and the easement areas; and WHEREAS, the City also granted FPL an access agreement to authorize staging within the Park immediately adjacent to the FPL Substation easement area ("FPL Staging Area"); and WHEREAS, pursuant to Resolution No. R-25-0039, adopted February 13, 2025, the City supported the creation of the Lejeune Gardens Community Development District pursuant to Chapter 190, Florida Statutes (the "CDD") and authorized MFP to file a petition with Miami -Dade County to form such CDD; and WHEREAS, pursuant to Chapter 190, Florida Statutes, a petition to form a CDD must be filed by a "landowner" and the definition of "landowner" in Section 190.003(14), Florida Statutes, specifically excludes "any governmental entity," but does include "the owner of a ground lease from a governmental entity, which leasehold interest has a remaining term, excluding all renewal options, in excess of 50 years"; and WHEREAS, the City and MFP desire to amend the initial term of the Lease Agreement to reflect an initial term of fifty-five (55) years, which will permit MFP to qualify as a "landowner" pursuant to Chapter 190, Florida Statutes and file the petition to form the CDD with Miami -Dade County: and WHEREAS, in order to accommodate the MAB and FPL substation, the City and MFP have agreed to modify the Lease Agreements, CAA, and Construction Easements to permit the construction of the MAB and the FPL substation, including removing MFP's obligation to develop and remediate the park within such spaces and extending the deadline to complete the improvements to the FPL Staging Area to occur after issuance of a Temporary Certificate of Occupancy for the stadium ; and WHEREAS, as stipulated in the Section 3.5(A) of the CAA and Section 14(i) of the Development Agreement, MFP is to make two (2) Ten Million and 00/100 Dollars ($10,000,000.00) payments for a total of Twenty Million and 00/100 Dollars ($20,000,000.00) to be used for improvements to public parks or acquisition of public parks within the City of Miami ("Park Fund Contribution"); and WHEREAS, MFP has made the first payment of Ten Million and 00/100 Dollars ($10,000,000.00) to the City ("MFP Payment 1"), and the second payment of Ten Million and 00/100 Dollars ($10,000,000.00) will be made in the near future ("MFP Payment 2"); and WHEREAS, pursuant to Resolution No. R-25-0040, adopted February 13, 2025, the City determined that the Park Fund Contribution be deposited in a special revenue account restricted for investment into the Park; and WHEREAS, the parties wish to revise the Lease Agreements to reflect the City's intent to restrict the Park Fund Contribution as memorialized in Resolution No. R-25-0040; and WHEREAS, the parties wish to make further amendments to the Lease Agreements and CAA, including revisions to the location of the sports fields within the Leased Premises and revisions to the Park Project Requirements; and WHEREAS, certain amendments to the Lease Agreements and CAA affect provisions that are also contained in the Development Agreement, and therefore corresponding revisions to the Development Agreement are required in order for such amendments to become effective; and WHEREAS, Section 9.5 of the Commercial Lease grants MFP the exclusive right to construct operate and display signage within the Park where designated by the City; and WHEREAS, the City wishes to authorize certain entryway, directional, monument, or pylon signage within the Demised Premises and the Park generally in the locations identified in the attached and incorporated Exhibit B; and 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 amendments to the Lease Agreements and the CAA, in forms acceptable to the City Attorney, to (i) increase the initial term of the Lease Agreements to fifty-five (55) years and reduce the renewal options to twenty-two (22) years each, (ii) accommodate the Administration Building and the FPL Substation by amending the legal description of the Park as shown in the attached and incorporated Exhibit A, removing the park development and remediation requirements for such spaces, and extending the park completion deadline for the FPL Staging Area to occur after issuance of a Temporary Certificate of Occupancy for the stadium, which revisions are subject to City Commission approval of a conforming amendment to the Development Agreement, (iii) authorize the relocation of sports fields from atop the structured parking facility, (iv) restrict the Park Fund Contribution to be exclusively used for the Park, and (v) amend the Park project requirements. Section 3. The City Manager is further authorized' to negotiate and execute an agreement, in a form acceptable to the City Attorney, to authorize the installation, operation, and maintenance of certain entryway, directional, monument, or pylon signage within the Park generally in the locations identified in the attached and incorporated Exhibit B. Section 4. The City Manager is further authorized' to negotiate and execute amendments, in forms acceptable to the City Attorney, to the Construction Easements granted to MFP to remove portions of the Park under the Administration Building and FPL Substation from the easement area. Section 5. Any future amendment that authorizes changes to the Park design or extends the deadlines for completion of the Park beyond those set forth herein shall come before City Commission for approval and include a requirement to complete certain minimum improvements no later than September 2026, subject only to extensions that may be required to comply with permitting requirements set forth by the Miami -Dade County Division of Environmental Resources Management. Section 6. The amendments and agreements authorized herein shall be subject to compliance with all applicable provisions of the City Code, as amended, and all other applicable laws, rules, and regulations. Section 7. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 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 This Resolution shall become effective as specified herein unless vetoed by the Mayor within ten days of the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later. APPROVED AS TO FORM AND CORRECTNESS: