Loading...
HomeMy WebLinkAboutAgenda Item Cover PageAGENDA ITEM COVER PAGE File ID: #2928 Resolution Sponsored by: Commissioner Frank Carollo A RESOLUTION DIRECTING THE INDEPENDENT AUDITOR GENERAL TO WORK IN CONJUNCTION WITH THE MIAMI-DADE COUNTY ADMINISTRATION TO ASCERTAIN THE APPROPRIATE PERCENTAGE OF THE PROCEEDS DUE TO THE CITY OF MIAMI FROM THE SALE OF THE MIAMI MARLINS, L.P. A RESOLUTION DIRECTING THE INDEPENDENT AUDITOR GENERAL TO WORK IN CONJUNCTION WITH THE MIAMI-DADE COUNTY ADMINISTRATION TO ASCERTAIN THE APPROPRIATE PERCENTAGE OF THE PROCEEDS DUE TO THE CITY OF MIAMI FROM THE SALE OF THE MIAMI MARLINS, L.P. WHEREAS, the City of Miami ("City") contracted with Miami -Dade County ("County") and the Florida Marlins (`Marlins") for the construction and operation of Marlins Park and the related parking facilities; and WHEREAS, the Marlins organization is currently engaged in procedures surrounding the sale of the team; and WHEREAS, the County and the City have a financial interest in the potential sale of the Marlins; and WHEREAS, per section 6, entitled Payment Upon Sale of Team of the Non -relocation Agreement, the City and the County are entitled to payments upon a sale to the third party of a "control interest" (defined as the sale of more than 50% of the voting, actual or beneficial interest in the Marlins franchise, occurring within the period commencing with the approval of the Stadium Agreements by the City Commission and the Board of County Commissioners and ending ten (10) years thereafter (not to exceed 72 months following Substantial Completion), whether through a sale of equity shares or partnership interests, a sale of substantially all of the Marlins' assets or a merger, consolidation, joint venture or similar change of control transaction, to the extent proceeds are paid to the holders of equity securities of the Marlins and not contributed in the ordinary course of business to Marlins Affiliates involved in baseball related business); and WHEREAS, the Marlins shall or shall cause the seller to pay to the County and the City, to be split on a pro -rata basis (including the value of the City's contribution of the Baseball Stadium Site, the amount of the City's and the County's expenditures as required by the Construction Agreement, and the value of the City and the County's respective expenditures associated with the Public Infrastructure) determined by each respective parties' contribution to the Baseball Stadium, an amount equal to the following percentage of the Net Proceeds of the sale that are attributable to any increase in value of the franchise (pro -rated in the case of a sale of the control interest) (the "County/City Equity Payment"); and WHEREAS, the City is directing the Independent Auditor General to work in conjunction with the County Administration to determine the appropriate pro -rata amount, if any, due to the City, upon the sale of the Marlins; 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. -,IV ov . �y City of Miami City Hall IISl1,1 AT1° °"° Legislation 3500 Pan American Drive r'0 Miami, FL 33133 R N N) Resolution www.miamigov.com Enactment Number: R-17-0424 File Number: 2928 Final Action Date:9/19/2017 A RESOLUTION DIRECTING THE INDEPENDENT AUDITOR GENERAL TO WORK IN CONJUNCTION WITH THE MIAMI-DADE COUNTY ADMINISTRATION TO ASCERTAIN THE APPROPRIATE PERCENTAGE OF THE PROCEEDS DUE TO THE CITY OF MIAMI FROM THE SALE OF THE MIAMI MARLINS, L.P. WHEREAS, the City of Miami ("City") contracted with Miami -Dade County ("County") and the Florida Marlins (`Marlins") for the construction and operation of Marlins Park and the related parking facilities; and WHEREAS, the Marlins organization is currently engaged in procedures surrounding the sale of the team; and WHEREAS, the County and the City have a financial interest in the potential sale of the Marlins; and WHEREAS, per section 6, entitled Payment Upon Sale of Team of the Non -relocation Agreement, the City and the County are entitled to payments upon a sale to the third party of a "control interest" (defined as the sale of more than 50% of the voting, actual or beneficial interest in the Marlins franchise, occurring within the period commencing with the approval of the Stadium Agreements by the City Commission and the Board of County Commissioners and ending ten (10) years thereafter (not to exceed 72 months following Substantial Completion), whether through a sale of equity shares or partnership interests, a sale of substantially all of the Marlins' assets or a merger, consolidation, joint venture or similar change of control transaction, to the extent proceeds are paid to the holders of equity securities of the Marlins and not contributed in the ordinary course of business to Marlins Affiliates involved in baseball related business); and WHEREAS, the Marlins shall or shall cause the seller to pay to the County and the City, to be split on a pro -rata basis (including the value of the City's contribution of the Baseball Stadium Site, the amount of the City's and the County's expenditures as required by the Construction Agreement, and the value of the City and the County's respective expenditures associated with the Public Infrastructure) determined by each respective parties' contribution to the Baseball Stadium, an amount equal to the following percentage of the Net Proceeds of the sale that are attributable to any increase in value of the franchise (pro -rated in the case of a sale of the control interest) (the "County/City Equity Payment"); and WHEREAS, the City is directing the Independent Auditor General to work in conjunction with the County Administration to determine the appropriate pro -rata amount, if any, due to the City, upon the sale of the Marlins; 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 Independent Auditor is directed to work in conjunction with the Miami - Dade County Administration to ascertain the appropriate percentage of the proceeds due to the City from the sale of the Miami Marlins, L.P. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: l i ria i "ndez, City Attor iey 9/5/2017 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.