HomeMy WebLinkAboutR-17-0202opCity of Miami
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Legislation
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Resolution R-17-0202
File Number: 2089
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
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
City of Miami Page 1 of 2 File ID: 2089 (Revision:) Printed On: 8/28/2017
File ID: 2089 Enactment Number: R-17-0202
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 ey 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.
City of Miami Page 2 of 2 File ID: 2089 (Revision:) Printed on: 8/28/2017