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HomeMy WebLinkAboutAgenda Item Cover PageAGENDA ITEM COVER PAGE File ID: #18468 Resolution Sponsored by: Commissioner Damian Pardo A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/STHS) 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 AN AGREEMENT FOR PURCHASE AND SALE ("AGREEMENT") WITH IG LUXURY LLC, A DELAWARE LIMITED LIABILITY COMPANY ("IG LUXURY"), A WHOLLY -OWNED INDIRECT SUBSIDIARY OF BH3 IG DEVELOPER LLC, A DELAWARE LIMITED LIABILITY COMPANY ("DEVELOPER"), FOR THE SALE, UPON SATISFACTION OF CERTAIN CLOSING CONDITIONS SET FORTH IN THE AGREEMENT, OF A PORTION OF THAT CERTAIN PROPERTY LOCATED AT 888 MACARTHUR CAUSEWAY, MIAMI, FLORIDA, FOLIO 01-3231-061-0010, SUCH PORTION CONTAINING APPROXIMATELY 3.2 ACRES AND LEGALLY DESCRIBED IN THE AGREEMENT (THE "PROPERTY"), FOR A PURCHASE PRICE OF TWENTY-NINE MILLION DOLLARS ($29,000,000.00), FOR THE DEVELOPMENT OF A PRIVATE RESIDENTIAL AND HOTEL PROJECT ("PROJECT"); FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A COMMUNITY PUBLIC BENEFITS AGREEMENT ("CBA") PURSUANT TO WHICH DEVELOPER OR ITS AFFILIATES WILL PROVIDE CERTAIN COMMUNITY BENEFITS INCLUDING PAYMENT TO THE CITY OF NINE MILLION DOLLARS ($9,000,000.00) FOR AFFORDABLE HOUSING AND INFRASTRUCTURE IMPROVEMENTS, ALL SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CBA; 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"); FURTHER AUTHORIZING APPROVAL OF PAYMENT BY CITY TO THE STATE IN THE AMOUNT OF FOUR MILLION DOLLARS ($4,000,000.00) IN EXCHANGE FOR THE STATE'S RELEASE AND MODIFICATION OF RESTRICTIONS SET FORTH IN THE STATE DEED; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A QUITCLAIM DEED ("DEED") CONVEYING THE PROPERTY TO IG LUXURY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING THAT SUCH SALE AND CONVEYANCE BE SUBJECT TO APPROVAL BY THE STATE THROUGH THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE OTHER ANCILLARY DOCUMENTS INCLUDING, BUT NOT LIMITED TO, ESTOPPELS, AMENDMENTS, AND OTHER DOCUMENTS REASONABLY REQUIRED BY DEVELOPER, IG LUXURY OR THEIR LENDERS REQUIRED TO EFFECTUATE THE SALE AND DEVELOPMENT OF THE PROPERTY AS SET FORTH IN THE AGREEMENT AND THE CBA, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. City of Miami Legislation Resolution Enactment Number: R-25-0526 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 18468 Final Action Date:1/8/2026 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/STHS) 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 AN AGREEMENT FOR PURCHASE AND SALE ("AGREEMENT") WITH IG LUXURY LLC, A DELAWARE LIMITED LIABILITY COMPANY ("IG LUXURY"), A WHOLLY -OWNED INDIRECT SUBSIDIARY OF BH3 IG DEVELOPER LLC, A DELAWARE LIMITED LIABILITY COMPANY ("DEVELOPER"), FOR THE SALE, UPON SATISFACTION OF CERTAIN CLOSING CONDITIONS SET FORTH IN THE AGREEMENT, OF A PORTION OF THAT CERTAIN PROPERTY LOCATED AT 888 MACARTHUR CAUSEWAY, MIAMI, FLORIDA, FOLIO 01-3231-061-0010, SUCH PORTION CONTAINING APPROXIMATELY 3.2 ACRES AND LEGALLY DESCRIBED IN THE AGREEMENT (THE "PROPERTY"), FOR A PURCHASE PRICE OF TWENTY-NINE MILLION DOLLARS ($29,000,000.00), FOR THE DEVELOPMENT OF A PRIVATE RESIDENTIAL AND HOTEL PROJECT ("PROJECT"); FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A COMMUNITY PUBLIC BENEFITS AGREEMENT ("CBA") PURSUANT TO WHICH DEVELOPER OR ITS AFFILIATES WILL PROVIDE CERTAIN COMMUNITY BENEFITS INCLUDING PAYMENT TO THE CITY OF NINE MILLION DOLLARS ($9,000,000.00) FOR AFFORDABLE HOUSING AND INFRASTRUCTURE IMPROVEMENTS, ALL SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CBA; 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"); FURTHER AUTHORIZING APPROVAL OF PAYMENT BY CITY TO THE STATE IN THE AMOUNT OF FOUR MILLION DOLLARS ($4,000,000.00) IN EXCHANGE FOR THE STATE'S RELEASE AND MODIFICATION OF RESTRICTIONS SET FORTH IN THE STATE DEED; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A QUITCLAIM DEED ("DEED") CONVEYING THE PROPERTY TO IG LUXURY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING THAT SUCH SALE AND CONVEYANCE BE SUBJECT TO APPROVAL BY THE STATE THROUGH THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE OTHER ANCILLARY DOCUMENTS INCLUDING, BUT NOT LIMITED TO, ESTOPPELS, AMENDMENTS, AND OTHER DOCUMENTS REASONABLY REQUIRED BY DEVELOPER, IG LUXURY OR THEIR LENDERS REQUIRED TO EFFECTUATE THE SALE AND DEVELOPMENT OF THE PROPERTY AS SET FORTH IN THE AGREEMENT AND THE CBA, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. WHEREAS, the City is the owner of that certain property located at 888 MacArthur Causeway, Folio number 01-3231-061-0010, Miami, Florida ("Property"); and WHEREAS, Flagstone Island Gardens, LLC ("Flagstone") and the City previously executed that certain Master Development Agreement, dated April 13, 2020 (the "MDA"); 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"). 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 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 BH3 IG Developer LLC ("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 a hotel and residences on the Property; and WHEREAS, IG Luxury LLC ("IG Luxury"), a wholly -owned indirect subsidiary of Developer, desires to acquire a portion of the Property containing approximately 3.2 acres, as more particularly described in Exhibit A, attached and incorporated herein ("Parcel"); and WHEREAS, (i) the City and IG Luxury desire to enter into a purchase and sale agreement substantially in the form attached as Exhibit "B" ("Agreement"), for a purchase price of Twenty -Nine Million dollars ($29,000,000.00), for the development of a private residential and hotel project to be constructed by the IG Luxury ("Project"), and (ii) the City and Developer desire to enter into a community benefits agreement substantially in the form attached as Exhibit "C" ("CBA") which provides, among other things, payments to the City of Nine Million Dollars ($9,000,000.00) for affordable housing and infrastructure improvements, with terms and conditions set forth in the Agreement and CBA, respectively; 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, on December 17, 2024, the Florida Board of the Trustees of the Internal Improvement Trust Fund approved the delegation of authority to the Secretary of the Florida Department of Environmental Resources, or designee, ("Secretary") to negotiate and execute 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 authorizes the City Manager to negotiate and execute the Agreement and the CBA, each in a form approved by the City Attorney; and WHEREAS, the Property will be conveyed by Quit -Claim Deed, on an "as -is, where -is" basis, without express or implied representations or warranties, including but not limited to those relating to the Property's condition or sufficiency of title; and WHEREAS, the City Manager recommends that the City remise, release, and quitclaim the Property to IG Luxury pursuant to Section 29-C of the Charter of the City of Miami, Florida, as amended ("City Charter"); and WHEREAS, the City Commission 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 Developer, IG Luxury or their lenders, all in a form approved by the City Attorney; and WHEREAS, the City Commission has determined that the Agreement, the CBA, and the 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 negotiate and execute (i) the Agreement with IG Luxury, a wholly - owned indirect subsidiary of Developer, (ii) Deed conveying the Parcel to IG Luxury, and (iii) any other ancillary documents reasonably required to effectuate the sale and development of the Property, including, but not limited to, the CBA and estoppels and other documents reasonably required by Developer, IG Luxury or their 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, all in a form approved by the City Attorney. Section 3. The City Manager is authorized' to negotiate and execute the terms of the Partial Release and modification of deed restrictions in a form approved by the City Attorney and to negotiate and execute any other ancillary documents related thereto, 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. Payment by City to the State in the amount of Four Million Dollars ($4,000,000.00) is approved in exchange for the State's execution and delivery of the Partial Release. Section 5. Neither IG Luxury, Developer, nor any affiliates thereof, 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 6. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: