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AGENDA ITEM SUMMARY FORM
F€ File ID: #2089
Date: 04/14/2017 Requesting Department: Department of Real
Estate and Asset Management
Commission Meeting Date: 04/27/2017 District Impacted: District 2
Type: Resolution
Subject: Pre -approve - Transfer of Controlling Interest of Bayside
Purpose of Item:
A Resolution of the City of Miami Commission pre -approving the pending transfer of the
controlling interest of Bayside Marketplace, LLC to Bayside Equities, LLC, a subsidiary
of Ashkenazy Acquisition Corp., thereby transferring the controlling interest of Bayside
Marketplace as expressed in the amended and restated lease agreement dated as of
October 15th, 1985 as amended and known as the Retail Lease, and the lease
agreement dated January 14th, 1985 as amended and known as the Parking Garage
Lease both by and between the City of Miami ("City") as landlord and Bayside
Marketplace, LLC as tenant; Providing the City a transfer fee of approximately one
million seven hundred ninety six thousand dollars ($1,796,000.00) upon the completion
of the transfer.
Background of Item:
The City of Miami ("City") entered into lease agreements with Bayside Center Limited
Partnership on January 14th, 1985 and October 15th, 1985 (the "Leases") to develop a
portion of Bayfront Park into a mixed use specialty center and a parking garage now
known as Bayside Marketplace.
Pursuant to a merger involving General Growth Properties, Inc, Bayside Center Limited
Partnership became Bayside Marketplace, LLC.
On December 13th, 2016, the City received a letter from General Growth Properties
with attachments detailing a pending internal restructuring that will result in a change of
control of Bayside Marketplace, LLC.
General Growth Properties, Inc and Ashkenazy Acquisition Corp. are requesting the
City's approval of the pending transfer of control.
The City approves Ashkenazy Acquisition Corp. a/k/a Bayside Equities, LLC as both an
Acceptable Operator and an Acceptable Purchaser as defined in the Leases.
The pending transfer will result in a transfer fee to be paid to the City in the amount of
approximately one million seven hundred ninety six thousand dollars ($1,796,000.00)
upon completion of the transfer ("Transfer Fee").
Budget Impact Analysis
Item is Related to Revenue
Item is NOT funded by Homeland Defense/Neighborhood Improvement Bonds
Total Fiscal Impact:
Revenue: $1,796,000
Reviewed By
Real Estate and Asset Management Aldo Bustamante
Office of Management and Budget Christopher M Rose
City Manager's Office
Alberto N. Parjus
City Manager's Office
Daniel J. Alfonso
Legislative Division
Valentin J Alvarez
Office of the City Attorney
Barnaby L. Min
Office of the City Attorney
Victoria Mendez
City Commission
Nicole Ewan
Office of the Mayor
Mayor's Office
Office of the City Clerk
City Clerk's Office
Department Head Review
Completed
Budget Review
Completed
Assistant City Manager Review
Completed
City Manager Review
Completed
Legislative Division Review
Completed
Deputy City Attorney Review
Completed
Approved Form and Correctness
Completed
Meeting
Completed
Signed by the Mayor
Completed
Signed and Attested by the City Clerk
Completed
04/06/2017 9:32 AM
04/09/2017 9:08 AM
04/10/2017 10:41 AM
04/10/2017 8:26 PM
04/18/2017 11:21 AM
04/18/2017 11:41 AM
04/18/2017 7:06 PM
04/27/2017 9:00 AM
05/02/2017 6:02 PM
05/02/2017 6:30 PM
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City of Miami
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Legislation 3500 Pan American Drive
Miami, FL 33133
Resolution www.miamigov.com
Enactment Number: R-17-0202
File Number: 2089 Final Action Date -4/27/2017
A RESOLUTION OF THE MIAMI CITY COMMISSION APPROVING THE PENDING
TRANSFER OF THE CONTROLLING INTEREST OF BAYSIDE MARKETPLACE, LLC
("BAYSIDE MARKETPLACE") TO BAYSIDE EQUITIES, LLC, A SUBSIDIARY OF
ASHKENAZY ACQUISITION CORP., THEREBY TRANSFERRING THE
CONTROLLING INTEREST OF BAYSIDE MARKETPLACE PURSUANT TO THE
RESTATED LEASE AGREEMENT DATED AS OF OCTOBER 15, 1985, AS AMENDED
("RETAIL LEASE"), AND THE LEASE AGREEMENT DATED JANUARY 14, 1985, AS
AMENDED ("PARKING GARAGE LEASE"), JOINTLY REFERRED TO AS "LEASES",
BOTH BY AND BETWEEN THE CITY OF MIAMI ("CITY"), AS LANDLORD, AND
BAYSIDE MARKETPLACE, LLC, AS TENANT, PROVIDING THE CITY A TRANSFER
FEE OF APPROXIMATELY ONE MILLION SEVEN HUNDRED NINETY SIX
THOUSAND DOLLARS ($1,796,000.00) UPON THE COMPLETION OF THE
TRANSFER PURSUANT TO THE LEASES; FURTHER APPROVING AND
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL
NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO
THE LEASES, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE
NECESSARY TO EFFECTUATE SAID TRANSFER.
WHEREAS, the City of Miami ("City") entered lease agreements with Bayside Center
Limited Partnership on January 14, 1985 and October 15, 1985 ("Leases") for development of a
portion of Bayfront Park into a mixed-use specialty center and a parking garage currently known
as Bayside Marketplace; and
WHEREAS, pursuant to a merger involving General Growth Properties, Inc. ("GGP"),
Bayside Center Limited Partnership became Bayside Marketplace, LLC ("Bayside
Marketplace"); and
WHEREAS, on December 13, 2016, the City received a letter from GGP with
attachments detailing a pending internal restructuring resulting in a change of control of Bayside
Marketplace; and
WHEREAS, GGP and Ashkenazy Acquisition Corp. have requested the City's approval
of the pending transfer of control pursuant to the Leases, as amended; and
WHEREAS, the City's Department of Real Estate and Asset Management ("DREAM")
approves of Ashkenazy Acquisition Corp., also known as Bayside Equities, LLC, as both an
"Acceptable Operator" and an "Acceptable Purchaser" as defined in the Leases, as amended;
and
WHEREAS, pursuant to DREAM, the pending transfer will result in payment of a
transfer fee to the City in the amount of approximately one million seven hundred ninety-six
thousand dollars ($1,796,000.00) upon completion of the transfer ("Transfer Fee");
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. Pursuant to the Leases, as amended, the Commission hereby approves the
pending transfer of the controlling interest in Bayside Marketplace to Bayside Equities, LLC,
contingent upon the payment of the Transfer Fee.
Section 3. Pursuant to the Leases, as amended, the Commission further approves and
authorizes the City Manager' to negotiate and execute all necessary documents, including
amendments and modifications to the Leases, in a form acceptable to the City Attorney, as may
be necessary to effectuate said transfer.
Section 4. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
1
i ria i ndez, City Attor iey 4/18/2017
The herein authorization is further subject to compliance with all requirements that may be imposed by
the City Attorney 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.