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LTC 325-2018 Status of North Beach Town Center Development, LLC's Proposed Mixed Use Project (Between Abbott Avenue and Byron Avenue and Abbott Avenue and Harding Avenue)City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov OFFICE OF THE CITY MANAGER 325-2018 LETTER COMMISSION TO: Mayor Dan Gelber and Members o the City C•Wmissi FROM: Jimmy L. Morales, City Manager DATE: June 7, 2018 SUBJECT: STATUS OF NORTH BEACH TOWN CENTER DEVELOPMENT, LLC's PROPOSED MIXED USE PROJECT (BETWEEN ABBOTT AVENUE AND BYRON AVENUE, AND ABBOTT AVENUE AND HARDING AVENUE). The purpose of this Letter to Commission (LTC) is to update the Mayor and City Commission regarding the status of the proposal submitted by North Beach Town Center Development, LLC's ("Developer" or "NBTC") for a "swap" of properties, whereby the City to convey to the Developer two of its Parking Lots (P80 and P84) in North Beach, in exchange for the Developer's conveyance to the City of certain adjacent property owned by the Developer, and Developer's construction of a public parking garage as part of the Developer's proposed mixed use project. Until April 6, 2018, Developer's concept plan for the Project assumed that Developer would have ownership of property the Developer currently does not own (the Prima Pasta site). At the April 11, 2018 City Commission meeting, consideration of the proposed transaction was deferred, as the Developer submitted that he no longer anticipated having control of the Prima Pasta site. Since then, City staff has had numerous meetings with the developer, with the latest meeting taking place on May 30, 2018. At that meeting, NBTC presented a revised concept plan, which represented significant changes from the discussions to date, and indicated that it would be developing a revised term sheet which will also likely contain significant changes, including no developer -provided parking spaces (reduced from prior proposals, whereby Developer agreed to provide 100 parking spaces). The developer's counsel, who is new to the project, has indicated that the pending issues will likely take some time to work through, and may not be available until late summer. Additional detail is provided below. BACKGROUND In the prior versions of the term sheet reviewed by Finance Committee, the proposed transaction involved, among other terms, the following: (1) an exchange of Developer and City parcels, with developer to pay the City at closing for the difference in the appraised values between the properties being exchanged; (2) the project would be developed as two separate building structures, to include retail uses and parking, with 359 parking spaces to be owned and operated by the City as a municipal parking garage, and 100 parking spaces to be owned and operated by the Developer for the benefit of its retail teants; (3) City to provide limited two hour free parking rights at the municipal parking garage for up to ten (10) years for the benefit of Developer's retail tenants, through a parking validation system, with Developer to make operating payments to the City, to replace lost revenue and the estimated losses that the City anticipates would be experienced at the garage as a result of the two hour free parking; Letter to Commission June 7, 2018 Page 2 of 3 (4) City to pay Developer for the City's portion of the design and construction costs for the Project, pursuant to separate stand-alone contracts for design and construction of the City garage, to avoid a commingling of funds and a separation of responsibilities (including separate performance bond, etc.) for the City's portion of the project; and (5) The garage would be designed in accordance with City's design criteria for convertibility to other uses (to take into account anticipated continued declines in parking demand), with no convertibility in the first ten years following the opening of the garage, and thresholds (limits) on any potential conversion by the City, between the tenth and twentieth year following opening of the garage; and (6) At completion of construction, at which time the project would be condominiumized, with the City to own the City parking garage condominium unitm, and Developer to own the remaining retail condo units. Until April 6, 2018, Developer's concept plan for the Project assumed that Developer would have ownership of property the Developer currently does not own (the Prima Pasta site). At the April 11, 2018 City Commission meeting, consideration of the proposed transaction was deferred, to permit the parties to discuss the Developer's newly proposed revisions to the concept plan and term sheet, and to ensure any new project that excluded the Prima Pasta site would address any life safety, loading and other potential operational issues. As part of a supplemental memorandum to Item R7E on the April 11, 2018 City Commission agenda, which was subsequently withdrawn, the Administration outlined the various issues implicated by the new proposal, all of which would need to be addressed and negotiated in revisions to the term sheet and concept plan. A copy of the supplemental memorandum is attached hereto as Exhibit "A". Subsequently, the City has met multiple times with the Developer, its legal counsel and architects. On May 30, 2018, the Administration met with NBTC to discuss its latest submittal. On behalf of the City were members from the City Manager's Office, City Attorney's Office, Parking Department, Office of Real Estate and Planning Department. On behalf of NBTC were the principal, legal counsel and architects. At the May 30, 2018 meeting, NBTC presented a revised concept plan which represented significant changes from the discussions to date. Some of the noteworthy changes include, but are not limited to, the items below: (1) The Developer is now proposing for the project between Abbott Avenue and Byron Avenue to be constructed as a single building structure (as opposed to two building structures). The single structure of retail and parking raises F.A.R. issues as the overall structure would no longer be considered a main use garage. NBTC is to provide square footage and FAR calculations. (2) The single structure of retail and parking also requires further analysis regarding the ability for future conversion of the garage to other purposes. Instead of providing a minimum of 100 parking spaces, which would be located on the 2nd floor and dedicated to the grocer tenant, NBTC has proposed to build approximately 41,000 SF of retail space on the entire 2nd floor. NBTC would not provide any parking for the project. All of the parking, which would be located on Floors 3, 4 and 5, containing approximately 292 spaces, would be paid for and owned by the City. The Administration advised NBTC it must provide a minimum of 100 parking spaces for its retail tenants, consistent with every prior term sheet considered by the Finance Committee. NBTC indicated it would consider this request, and would provide revised concept plans. (3) (4) NBTC has proposed accomodations in an effort to allow the Prima Pasta restaurant to continue to operate. These accomodations are pending ongoing refinement by NBTC, and are subject to review by the Fire Department and Building Department. Letter to Commission June 7, 2018 Page 3 of 3 (5). At the request of the City, NBTC has modified the concept plan to provide for a single delivery/service drive from Abbott Avenue to Bryron Avenue, to address the loading concerns previously raised by the Planning Department on multiple occasions. This is subject to approval by FDOT. (6) As indicated above, it appears the Developer is now proposing a single building structure, but the underlying land would remain separately owned by Developer and the City until the project is completed and condominiumized. On several occasions, the Administration and the City Attorney's Office have shared their concerns that the proposed legal structure may create too much development risk for the City, and have asked the Developer to address City's concerns in its term sheet (which, as of the date of this LTC, remains pending). Specifically, if the entire project is to be one building structure, the Administration has asked Developer to address how the City would ensure completion of the entire project (even though City's interest is limited to the parking spaces on Floors 3 through 5), in the event of a Developer default or bankruptcy prior to completion of construction, i.e., how would the City step in to complete work for portions of the project that have nothing to do with the City (the retail portions), on land that is, in part, not owned by the City. Similarly, the Administration has asked what an unwinding of the project would Zook like prior to completion of construction, if the project is to be built as one structure. In addition, if the project is to be constructed as a single building, City has asked how any such project improvements would be financable, as City property cannot be liened or mortgaged under Florida law, and the improvements would be built, in part, on City -owned land, until the project is condominiumized. Finally, if there is no separate contract for construction of City's garage portion of the project and costs and responsibility are not segregated formally, the parties would need to discuss an appropriate mechanism to ensure that the City could verify that it only pays for the actual costs for construction of the City's portion of the project. NBTC has indicated that it understands City's concerns, and will attempt to address these concerns in forthcoming revisions to the term sheet. CONCLUSION Once the Developer's revised term sheet and concept plans are submitted, reviewed by the appropriate departments, and negotiated, the Administration will present the proposed project to the Finance Committee for its consideration. Attachments Exhibit A — Supplemental Memorandum JLM/KGB/ES/MMM F:\RHCD\$ALL\ECON\$ALL\ASSET\North Beach Town Center\NBTC - LTC (06-07-18).docx M(AM BEACH City of Miami Beach, 1700 Convention Canter Drive, Miami Beach, Florida 33139, www,miamlbeachfl.gov COMMISSION EMORANDUM TO: Mayor Dan. Gelber and Members of mission FROM: Jimmy L. Morales, City Manager DATE: April 11, 2018 SUBJECT: SUPPLEMENTAL TO ITEM R7E - A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS COMMITTEE ("FINANCE COMMITTEE") TO PROCEED WITH A TERM SHEET, BASED UPON THE DIRECTION PROVIDED AT THE MARCH 26, 2018 FINANCE COMMITTEE MEETING (INCLUDING THE DIRECTION TO FURTHER NEGOTIATE CERTAIN ITEMS), WITH RESPECT TO A PROPOSED DEVELOPMENT AGREEMENT BETWEEN THE CITY AND NORTH BEACH TOWN CENTER DEVELOPMENT, LLC (THE "DEVELOPER") FOR A MIXED USE PROJECT INVOLVING THE EXCHANGE OF THE CITY -OWNED PROPERTY, CONSISTING OF PARKING LOT NO. 80 (ON THE SOUTHEAST CORNER OF 718T STREET AND BYRON AVENUE) AND PARKING LOT NO. 84 (LOCATED AT 6964 HARDING AVENUE), WITH CERTAIN PROPERTY OWNED BY THE DEVELOPER (THE "PROJECT"), AND WHICH PROJECT PROVIDES FOR DEVELOPER TO DEVELOP, DESIGN AND CONSTRUCT A CITY -OWNED MUNICIPAL GARAGE AS PART OF THE PROJECT, FOR THE NOT TO EXCEED COST OF $12,206,000; APPROVING THE TERM SHEET ATTACHED AS EXHIBIT "B" TO THE COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION; FURTHER, PROVIDING THAT THE TERM SHEET, AS APPROVED, SHALL FORM THE BASIS FOR THE. PARTIES' SUBSEQUENT NEGOTIATIONS FOR A DEVELOPMENT AGREEMENT FOR THE PROJECT, AND FOR THE PLANNING BOARD'S CONSIDERATION OF THE EXCHANGE OF CITY -OWNED PROPERTY, AS REQUIRED BY SECTION 1.03(b)(4) OF THE CITY CHARTER; AND FURTHER, PROVIDING THAT APPROVAL OF THE DEVELOPMENT AGREEMENT SHALL BE SUBJECT TO AND CONTINGENT UPON DEVELOPER OBTAINING OWNERSHIP OF THE "PRIMA PASTA" SITE INCLUDED AS PART OF DEVELOPER'S CONCEPT PLAN, OR CITY COMMISSION'S PRIOR REVIEW, AND ACCEPTANCE OF, A CONCEPT PLAN THAT DOES NOT INCLUDE THE PRIMA PASTA SITE. Commission Memorandum — Supplemental to Item R7E North Beach Town Center April 11, 2018 Page 2 of 4 ANALYsis As noted in the Commission Memorandum accompanying this supplemental item, the Developer's concept plans for the Project, and all of the discussions and negotiations that have taken place to date, have assumed that Developer will have ownership of property the Developer currently does not own, namely the property located at 414 71st Street (the "Prima. Pasta Site"). In all of the discussions with the City, the Developer represented that he either had "control" of the Prima Pasta Site, or was "very close" to reaching agreement with Prima Pasta, and that Prima Pasta was "not a problem." On April 3, 2018, the owner of Prima Pasta, through its counsel, submitted a letter to the Mayor and City Commission (attached as Exhibit "G" to Agenda Item R7E) formally advising the City that it does not have any agreement with the Developer, and that Prima Pasta objects to its property being included as part of the project. On Wednesday, April 4, 2018, after the April 11, 2018 City Commission Agenda was released, the Developer submitted an email to the Mayor and City Commission with respect to Agenda Item R7E, stating that he is "falling back to Plan B and excluding Prima Pasta from the project submittal" and that the Developer is "no longer communicating with" Prima Pasta. On Friday, April 6, 2018, the Developer submitted a new "Plan B" concept and proposed revisions to the term sheet recommended by the Finance and Citywide Projects Committee (Finance Committee) on March 26, 2018. The Developer's April 4, 2018 and April 6, 2018 emails, along with the new proposed concept plan and new term sheet, is attached hereto as Exhibit 1. In his April 6, 2018 email, the Developer claims that there are only "minor revisions" to the new concept plans and to the new term sheet, and requests that the revised term sheet be presented to the City Commission for its approval on April 11, 2018, without any Finance Committee review, much less staff review and negotiation of the proposed concept plan and terms. In view of the Developer's April 6, 2018 submittal of a new proposed "Plan B" Project, the Administration recommends that any consideration of the term sheet set forth in Agenda Item R7E (his "Plan A," involving the Prima Pasta Site, which Developer appears to have withdrawn) be deferred. The Administration recommends that consideration of "Plan B" be deferred, to provide the Administration the appropriate time to (1) review the new proposal, both from a Planning Department perspective and from a business/economic development perspective, (2) negotiate any business and legal issues that may arise based on the new proposed plan and terms, and (3) make a recommendation to the Finance Committee with respect to this new proposal, which is materially different from what the Finance Committee previously reviewed. Some of the threshold issues for review of a revised concept plan and term sheet for such a materially different project include: Commission Memorandum -- Supplemental to Item R7E North Beach Town Center _ s April 11, 2018 Page 3 of 4 • Review the appraisal and the prior appraisal methodology with the City's appraiser, to ensure that the City is not short-changing itself with respect to the valuations for the new proposed exchange of properties; and • Review with Planning Department to determine if there are P.A.R. Implications for the new project. In order to proceed with the City garage as a "main use garage," Planning would need to review the plan with the Building Department and the Fire Department, to determine if the new City garage is a completely separate building structure, with separate building systems, separate permit, and a separate C.O., as otherwise, there are significant F.A.R. implications; and • Review from a business and operational perspective, Including impacts on operating costs and changes to the pro forma previously presented to the Finance Committee; and • Review discrepancies in Developer's new term sheet and concept plan. For instance, in prior term sheet, Developer was taking 100 Developer -owned parking spaces. In the current draft, Developer indicates he is taking only 73 Developer -owned parking spaces. Based on City's cursory review of the concept plan, City could only identify 62 Developer -owned spaces in the concept plan (which would result in the City picking up a significantly higher proportion of spaces than previously allocated between the City and the Developer); and • Review issues concerning access and cross-circulation and the like, particularly with respect to the proposed second floor layout. Contrary to the Developer's representation just two days ago in his April 4, 2018 email to the Mayor and City Commission that he would take the "entire second floor", the new proposed plan does not provide for the Developer to take the entire second floor; and • Review potential impacts to Prima Pasta's operations and adjacent properties. For example, the proposed new concept plan would have no loading access for Prima Pasta, and City would need to evaluate on -street loading options. CONCLUSION In short, notwithstanding the Developer's claims that there are only "minor revisions," and therefore the City should proceed without staff or Finance Committee review, the new concept plan presents a significant change from prior discussions with. City staff and Finance Committee, and is a significant change from what was reviewed at the pre - application meetings. with Planning, Accordingly, the Administration recommends that it be provided with time to review the new proposed concept. As previously indicated when the City Commission referred the item to the April 17, 2018 Planning Board while negotiations were still ongoing, as the term sheet is not finalized, the April 17, 2018 Planning Board item could simply be opened and continued. Finally, it is clear that the Developer's preferred project is the version of the project the Developer has pursued from the outset. To this end, prior to continuing to expend Commission Memorandum -- Supplemental to Item RTE North Beach Town Center April 11, 2018 Page 4 of 4 significant staff time and resources to expedite a transaction, it may be beneficial to provide the Developer with the opportunity, and the time, to sort through his many open issues, and come back to the City with a proposed project that represents the very best the Developer is fully prepared to partner with the City on, and not one that appears to have been created on a rush basis overnight. Exhibits: 1 E-mails, Term Sheet & Concept Plans JLM/KG :: /ES/MMM T:\AGENDA\2018104 April\TCED\North Beach Town Center\Supplemental\North Beach Town Center Memo (04-11-18 Supplemental) docx. Exhibit 1 Milisits, Mark From: Sent: To: Cc: Subject: Attachments: Aria Mehrabl aaria@pacificstarcapital,com> Wednesday, April 04, 2018 6:31 PM Gelber, Dan; Alernan, John; Arrlola, Ricky; Gongora, Michael; Rosen Gonzalez, Kristen; Samuelian, Mark; Steinberg, Micky; BoutsIs, Eve; Brooks, Kathie; Morales, Jimmy; Aguila, Raul; Paz, Rafael; Milisits, Mark Oliver ©'Donnell; neisen.kasdin@akerman.com; matthew•barnes@akerman,com; Chiroles, Erick FW: Letter of Intent for Swap Prima Pasta Offer040218.doc; 20180315 Prima Pasta - Retail C - Test Fit,pdf Follow Up Flag: Flag for follow up Flag Status: Flagged Dear Mr. Mayor and Commissioners, We have received a copy of Holland & Knight's letter for Gerry Cea/Prima Pasta, which claims numerous falsehoods and mischaracterizations of interactions we have had with Gerry. Please see the email below that was sent early this morning to Gerry (and attached term sheet/tenant layout on new space) on what we thought was a deal for the swap of the Prima Pasta property, reflecting our recent discussions. Gerry was in our office 2 weeks ago in an attempt to finalize a deal, and we've been in constant communication with him ever since we acquired the City National Bank properties, It seems clear now that he had no intention to do a deal, and is trying to use his leverage at the last moment to derail our project and possibly extort more money. As a result, and given his disparaging comments and III -Intent, we will do the following: 1, We are falling back to Plan B, and excluding Prima Pasta from the project submittal. This does not impact the underlying deal terms with the City, and it does improve City's position in minimizing the number of parking stalls at the City garage (which has been echoed by a Commissioner and Staff), and thus lowering the overall cost of the garage. 2. We are no longer communicating with Gerry at Prima Pasta. Since we have allowed him free access to our lot and allowed him to park for free over the last of half 2017 (not as claimed in the letter), we will restrict access to our lot, 3. We met with Mark Milisits today at the City and reviewed Plan 13, and will work the details with the City Manager's and City Attorney's office: The term sheet won't change much. The plans will change and developer will take the first and second floors of the parking garage, as was requested by the City since the last Finance Commission meeting, The vision of an active, pedestrlan-oriented environment along 71 Street can still be achieved with Prima Pasta remaining in place. We look forward to meeting with you all In the upcoming week and charting a path to create the North Beach town center. Regards, Aria Mehrabl Pacific Star Capital 310-480-5600 From: Aria Mehrabi Sent; Wednesday, April 4, 2018 8:08 AM To; gerry primapasta <gerryprimapasta@gmaiLcom> Cc: MICHAEL PIWIfO <MMIKEPIWKO@hotmail,com> Subject: Letter of Intent for Swap Gerry, per our chat over the last couple of months, I've attached a term sheet on the swap of lot for the new restaurant condo unit. I hope that the Pop Up concept works for you during the construction period, to allow you to keep the team together and run the business without any interruption to your business. Please review and feel free to contact me to discuss, Mike has been looking for restaurant sites on the beach for you and met with 2 brokers today. Also, you didn't meet with us last week, but we had restaurant architect revise layout for this condo space per meeting at our office about 2 weeks ago; I am resending it here. Regards, Aria Mehrabl Pacific Star Capital 310-480-5600 2 PACIFIC STA CAPITAL Prima Pasta W. Gerardo Cea 410 71 St Miami Beach, F133141-3016 Folio: 02-3211-002-1060 11111 SANTA MONICA BLVD, SUITE 1400, LOS ANGELES, CA 90025 TELEPHONE: 310,444.7770 FACSIMILE: 310.943.2301 April 2, 2018 Re:. Prima Pasta — Gerardo Cea 414 71st Street, Miami Beach, FL 33141 (the "Property") Dear Gerry:. Pacific Star Capital or an affiliated entity ("PSC") is interested in acquiring the above referenced Property in Miami Beath, Florida from Gerardo Cea (the "Seller"). The following is a summary of certain material terms on which PSC would consider acquiring the Property: I. Property Swap: A. Seller will convey the Property to PSC and in exchange therefore, PSC will convey to Seller an approximately 4,934 square feet condominium unit currently known as 'Retail C' (the "Unit") in a commercial condominium which shall be constructed by PSC on certain real property located at 71st Street and Abbott in Miami Beach, FL, as described in Exhibit A, attached hereto. B. PSC will make a Deposit of $50,000 upon opening of escrow for the transaction described herein. C. In addition to the exchange of properties, PSC will also pay for the reasonable cost to build out the bathrooms, grease trap and hood for Seller's restaurant to be located in the Unit all in a manner to be mutually agreed upon by PSC and Seller. Seller will take possession of the Unit following the completion of the condominium project by PSC, II. lascrow, Due Diligence and Closing: A. Within two (2) business.days after execution of a definitive agreement pursuant to which the Seiler and PSC agree to the exchangeof properties as set forth in Section I above (the "Property Exchange Agreement"), the parties will open an escrow at First American Title Company. B. Due Diligence — 1. PSC shall have a period of sixty (60) days from the date of execution of a definitive agreement pursuant to which the parties agree to exchange properties as set forth in Section I above (the "Due Diligence Period") to inspect the Property and determine if it is suitable to PSC in PSC's sole and absolute discretion. PSC shall have the right to terminate the Property Exchange Page 2 PACIFIC STAR CAPITAL Agreement for any reason at any time prior to the expiration of the Due Diligence Period upon which the Deposit shall be returned to PSC. 2. Seller will provide PSC with access to (i) any and all correspondence with local government agencies, zoning authority, and community groups regarding any proposed redevelopment of the site; (ii) all books and records regarding the operation of the existing property; (iii) all documents and other information including plans and specifications, engineering reports, environmental reports; and (v) copies of the property tax bills, and operating reports, if any. 3. PSC shall be responsible for obtaining a title commitment and a new survey for the Property (or an update to any existing survey provided by Seller), C. Closing -- 1, The Closing will occur on the date that is the later of thirty (30) days after the end of the Due Diligence Period or the ten (10) days after the recordation of the commercial condominium declaration, 2. In the event that PSC defaults under the Property Exchange Agreement, Seller's damages will be limited to the Deposit. In the event that Seller defaults under the Property Exchange Agreement, PSC will be entitled to seek specific performance or obtain a reimbursement of the Deposit and sue for damages, III, Representations and Prorations: A. The Property Exchange Agreement will contain customary representations of the parties regarding their good standing, their authority to enter into the agreement, the binding effect of the agreement and the compliance of the agreement with all judgments, laws and agreements applicable to each party. B. PSC and Seller will each pay one-half of the Escrow fees. PSC shall pay all title premiums in connection with title insurance policies and endorsements obtained by PSC. All other closing Costs will be paid or prorated in the manner customary in Miami -Dade County,Florida, This Letter of Interest does not contain all of the terms and conditions of the transaction described herein nor does it create any binding obligations on the parties, except to the extent that PSC and Seller are agreeing to use reasonable and good -faith efforts to draft, negotiate and enter into a definitive agreement. Sincerely, Accepted this day of April 2018 Aria Mehrabi Page 3 Exhibit A; 0 PACIFIC STAR CAPITAL 71'' Street ..b .4 a-6• 4 '\,1lal��in 7r baa= . ._..i ._ _...— ..-... ' e l t b 1723 PtIMA KOTA aONOQMINIUM UNIT ifd I lU7t; #6435631 v2 (MOUND POOR PIAN A8:01 Seat Count! 145 Inside 30 Outside 175 Total C•44' t'AtT)VW"491•3 440 VIVO 0%0 V-1 JA1.4 111 „„, PP41 ...T&Acl14 rorsauu op tO3 ooK PczipAA rpovA - T'vrfr FIT KAtz<iii 151 ZOte) Mffls ts, Mark From: Aria Mehrabi <aria@pacificstarcapitahcom> Sent: Friday, April 06, 2018 10:13 AiM To: Milisfts, Mark Cc: Brooks, Kathie; Paz, Rafael; 'neisen.kasdin@akerman.com'; 'matthew.barnes@akerman.com'; Oliver O'Donnell Subject: RE: North Reach Town•Center "Plan B" Attachments: 71st Street Properties Term Sheet 04-06-18.docx; UPDATE Parking Numbers_Plan B 040618.xtsx;1723-HARDING & 71 STREET - REVISED PLANS - 2018-04-05.pdf Kathie, Rafael and Mark, Please see our updated plan without Prima Pasta, attached. This does not reflect a material change to our plan and the parking garage structure remains about the same, with the Developer picking up first floor (as before with former grocery plan) and Developer paying more of the garage cost. We've also attached our summary Excel spreadsheet and redlined term sheet, showing revised figures given removal of Prima Pasta. This plan reverts to our original deal where we were taking the entirety of the first floor (for grocer), at the $120/SP price. You'll see that the garage has 419 stalls, but the developer is now paying 3.2M of the cost (or double prior obligation) and the City's cost goes from 10.4M to 8.5M, Please review redlined term sheet (revisions are mainly to cost figures for benefit of City) and let us know if your available to discuss today. Since we have doubled Developer's investment in the garage property and reduced City parking figures and Investment in garage (by over 20%, above and beyond what was requested by Commissioner Samuelian), we have removed references to depreciation and additional rent payments. As such, we'd like to keep the term sheet on the City Commission Agenda for next week and we will meet with the Commissioners prior to Wednesday to review the minor revisions to plans and improvements to term sheet figures for the City, We've already talked to 2. P.S., I've reviewed loading with Tom Mooney this morning and we will make sure that it conforms to their request, with a drive thru aisle. We've provided a plan showing drive thru aisle(and second curb cut on Abbott) to FDOT for response. Regards, Aria Mehrabi Pacific Star Capital 310-480-5600 From: Milislts, Mark[mallto:MarkMllisits@miamibeachfl.gov) Seht: Wednesday, April 4, 2018 6:58 PM To: Aria Mehrabi <aria@pacificstarcapital.com> Cc: Morales, Jimmy<JimmyMorales@miamibeachfl.gov>; Brooks, Kathie<KathieBrooks@miamibeachfl.gov>; Agulla, Raul <RaulAguila@miamibeachfl.gov>; Boutsis, Eve <EveBoutsis@miantibeachfl.gov>; Paz, Rafael <RafaelPaz@miamlbeachfl.gov>; Mooney, Thomas<ThomasMooney@miamibeachfl.gov>; 'neisen.kasdin@akerman.com'<nelsen.kasdin@akerman.com>;'matthew.barnes@akerman.com' <matthew,barnes@akerman.com>; Silverstein, Eva<EvaSilversteln@miamibeachfl,gov>; Shaw, Heather <HeatherShaw@miamibeachfi.gov> Subject: North Beach Town Center "Plan R" Aria, Thank you for meeting with us today, With respect to the current project, as proposed, I confirmed with Kathie regarding the parking on the second level and, so long as the City condominiumizes and you own and pay for the second floor, in principle we do not have an Issue with utilizing both structures for cross circulation, although we need to review your revised concept plan to confirm. Additionally, to reiterate, the term sheet provides for "two separate building structures;' and further provides that the design and construction of the garage will be pursuant to a "separate, stand-alone" agreement with an architect and construction contractor. Further, from a Planning Dep't perspective, Toni Mooney has advised Matt that the City garage will need a separate permit and a separate CO, as for zoning purposes, the City's application will be for a main use parking garage, As we cannot permit commingling of structures or systems, the "two separate building structures" must be treated completely separately and any infrastructure (e.g., grease traps, back flow preventers, fire sprinkler systems, etc.) necessary for your building must be contained within your building, Finally, regarding your email today advising that you will be submitting a new proposal for a "Pian B" design/project, if you submit a new proposal for a "Pian i3," the current Commission item to accept the recommendation of Finance Committee for "Plan A" will need to be withdrawn, as the full City Commission meeting is not the forum to be raising new changes to the proposed project as recommended by the Finance Committee. We would need to review the "Plan B" concept, address any proposed changes to the term sheet and legal structure for the transaction, and bring those changes back to the Finance Committee. We would also open and continue the Planning Board item on April 17 (as we previously indicated that we would do in the event a term sheet was not finalized In time). Thank you, MIAMI EACH Mark M. Mfflsits, RPA, Division Director TOURISM, CULTURE AND ECONOMIC DEVELOPMENT Office of Real Estate 1755 Meridian Avenue, Suite 300 Miami Beach, FL 33139 Direct: 306,673.7000 Ext. 6443 / Fax: 786,394,4539 / www,mtamibeactligof We are committed to providing excellent public servloe and safety to all who live, work and play In our vibrant, tropical, historic community, The City of Miami Beach Is a public) entity subject to Chapter 119 Qf the Florida Statutes oonoerning public) records, E.mall messages are ooverad under suoh laws and thus subject to disclosure, 2 April 6, 2018 Draft 718t Street Town Center Development Term. Sheet A. 1119212122.t, 1. The City currently owns the five parcels outlined in red on Exhibit "A" which contain 83 surface parking spaces. North Beach Town Center Development, LLC ("Developer") owns the parcels outlined In yellow on Exhibit "A." 2. The portion of the project between Abbott and Byron would consist of two separate structures, consisting of 122,034SE of retail in four stories and a garage with approximately 419-spaces.1 Approximately 346 of the parking spaces would be gated public parking spaces in a separate City -owned parking structure (the "Town Center Garage"), and 73 of the parking spaces would be for the sole use of the ground floor retail tenant on the Developer's property, which is projected to be a grocery store,2 The Town Center Garage property would also include approximately 18,130 sq, ft. ground floor restaurant/retail space, 3. The portion of the project between Abbott and Harding would consist of existing office buildings at 42,456 SF, and new a 134 -unit residential building with 42,538 SF of ground floor retail uses and a 275 - space parking garage, to serve the residential building and office tenants, City's participation in the project between Abbott and Harding would be limited to City's conveyance of the City -owned property located therein, 4. The City would convey its five parcels to Developer, and Developer would convey its parcels outlined in blue on Exhibit "A" to the City, for use for the Town Center Garage. 5, Developer will be responsible for designing, developing, permitting and constructing the Town Center Garage, with the City to reimburse Developer as provided in Section B.2 below. 6. Once the Developer completes the construction of the Town Center Garage, the City will condominiumize the City -owned parcels (outlined in blue in Exhibit "A'), with the City to own the Town Center Garage, and the Developer to own the approximate 18,130 sq. ft. ground floor retail space. B. Financial Terms 1. Developer's Payments to the City. In consideration for the various benefits the Developer will receive as part of the transaction, the Developer will pay the City a total purchase price of $3,236,240 3,consisting of the following: 1 Note re the two separate building structures: As the two structures are separate, each party to handle Its own building maintenance. The Developer will reimburse the City for operating expenses and .common area maintenance (CAM) for the Developer's condominium units per terms in a condominium document. 2 Note re; access to Developer's 73 spaces: City uses gate/ticket control system for parking garages and there will be a second gate system, on the Developer's property, installed and operated at the Developer's cost and expense, to separate the Town Center Garage from Developer's 73 spaces. Shopping carts on Developer's property shall have a cart lock system to ensure shopping carts are physically maintained within Developer's property, and do not extend into the Town Center Garage, 3 As the number of public parking spaces in the Town Center C arage, the size of the ground floor retail space and the size of the loading and trash area may change as the design is further developed, the final purchase price shall be adjusted proportionately based on the agreed $120SF valuation. 1 44653946;1 April 5, 2018 Draft a, $800,000, consisting of the difference in the appraisal values between the City's parcels and the parcels the Developer will convey to the City (City's properties are appraised at $800,000 higher than Developer's parcels), b. 6260,840, at the appraised value of $120/SF, for Developer's purchase of a condominium unit for the approximate 2,172$F loading and trash compactor area (consisting of 5 loading spaces and 1 trash compactor, the "Loading Condominium Unit") ori the first floor of the Town Center Garage. c. $2475,600, at the [appraised] value of $120/SF, for Developer's purchase of a condominium unit for the approximately 18,130 square foot retail/restaurant space on the ground floor of the Town Center Garage (the "Retail Condominium Unit"). d. The City will provide, for a period of up to ten years only, two-hour free parking rights at the Town Center Garage, through a ticket validation system, for the benefit of Developer's retail tenants In the Developer's adjacent property between Abbott and Byron only (the "Retail Tenants"). Developer to pay for the costs associated with procuring and implementing the validation system for the Developer's Retail Tenants. Commencing on the date the Town Center Garage is in operation and open to the general public ("Opening Date"), the Developer shall pay the City the amount of the operating losses, if any, at the Town Center Garage, and a Developer Contribution of $66,000 (for the replacement of $66,000 in net revenue associated with the existing City -owned surface parking lots) (the "Operating Payment") each year, except as provided herein. The City and Developer will agree upon a budget for the first year of the Town Center Garage's operation (which budget shall be based upon and consistent with the pro forma attached as an Exhibit B, the proforma will be updated 90 days prior to the Opening Date), and shall include all expenses related to the operation of the Town Center Garage at City's current municipal garage standards). The Developer will make monthly payments to the City covering the estimated operating losses, and the City and Developer will reconcile the actual budget versus the estimated payments made by the Developer at the end of the year and adjust payments as necessary. Commencing on the first anniversary of the Opening Date, and each year thereafter where two hour free parking is provided, the budget for the Town Center Garage shall be based on the prior year's actuals. Commencing on the fifth anniversary of the Opening Date, if the Developer's Retail Tenants occupy more than 70% of the floor area in the Developer's retail building between Abbott Avenue and Byron Avenue in any given calendar year4 (the "Occupancy Threshold"), then, in lieu of the Operating Payment, the Developer shall make a payment to the City for each such calendar year where the Occupancy Threshold is met or exceeded, in an amount equal to the amount of all parking tickets validated for the Retail Tenants during such calendar year, and an additional Developer contribution of $66,000 (the "Validation Payment"). The Validation Payment shall be calculated at City's generally applicable garage parking rates, as the same may be amended frorn time to time. City to provide the amounts due for the Validation Payment for any given year, within thirty (30) days following the end of the year, and Developer shall pay the Validation Payment within thirty (30) days thereafter. The Occupancy Threshold shall be reevaluated annually. If the Occupancy Threshold is not met in a particular calendar year, then the Validation Payment is not owed from the Developer to the City for that respective year where the Occupancy Threshold is not met, and Developer shall be responsible for the Operating Payment for that respective year. In any event, after ten years the two-hour free parking terminates, and all parking at the Town Center Garage, for both the general public and the Developer's Retail Tenants shall be made available at the City's then applicable parking garage rates, and the Developer contributions in this Section 13,1.d shall cease. 4 Tho Occupancy Threshold shall be the average percentage occupancy, defined by tenants in possession of rentable floor area/square footage in the Developer's retail building between Abbott Avenue and Byron Avenue, over the 365 day period in each respective calendar year. 2 4403946;1 April 5, 2018 Draft e. Developer to pay the City 1.5% of construction costs for the Town Center Garage (approximately $222,000), as required by the Art in Public Places Ordinance, set forth in Section 82-587 of the City Code. Such Funds to be used for the City Parking Garage or in the vicinity of the Town Center Garage, on City -owned property or City -owned rights-of-way, for public viewing, The Developer shall pay the Public Art Contribution to the City no later than thirty (30) days after the Developer obtains all necessary Building Permits for the Developer's Project. f. In addition to covering the expenses in Section B.1:f above, Developer to pay all common area maintenance, including Developer's proportionate share of capital improvements for repairs ("CAM") costs for the two condominium units (the Loading Condominium Unit and Retail Condominium Unit) through a Declaration of Condominium (final terms re: condominium to be determined in the Development Agreement). g. Developer to pay all of City's outside attorneys' fees and transaction costs, as referenced more fully in Section E.5 below. h. Developer to provide an additional public benefit in the form of an annual payment of $25,000' for five years following the issuance of all necessary building permits for the Developer's project, to be applied toward after school programs at Biscayne Elementary School. 2. City's Payments to the Developer. a. The City will pay Developer for the design, permitting and construction of the Town Center Garage, with a construction cost cap in the not -to -exceed amount of $34,000 per spaces Net of the payments due from the Developer under Section B.1 above (which amount to $9,353.29 per space), City to pay the Developer the not.to-exceed amount of $8,527,760 (or $24,646,71 per space) to design, permit and construct the Town Center Garage (the "City Costs").e b. The City will reimburse Developer for the City Costs, based on the progress of construction work completed for the Town Center Garage. The City shall not be responsible for the disbursement of any sums in excess of the City Costs, except for City -requested change orders, or if not requested, change orders approved by the City Commission, Should the Developer's actual total construction costs be less than the $34,000 per space charge to the City (excluding the payments due from the Developer), the City Costs shall be reduced proportionately, and City shall only pay for its share of the actual costs for construction. c. Developer to separately identify the schedule of values and the costs incurred for the Town Center Garage, and shall track all City Costs separately from the schedule of values or costs incurred for other portions of the Developer's project. The City Costs shall notinclude the costs to design, permit and construct the ground floor retail/restaurant unit (such costs shall be the sole responsibility of the Developer). C. Design and Construction of the Town Center Garage. 1. The Developer and the City will work cooperatively to seek approval of the design and development of the Town Center Garage. The Developer will be responsible for submitting any required 5 The Administration proposes a design and construction cap of $34,000 per space, in line with the City's most recent design and construction costs for the Collins Park Garage, The City would then use the proceeds from the sale ($9,353 per space based on 346 spaces and proceeds of $3,236,240) to offset the $34,000 per space parking costs, 6 The final net not -to -exceed and net per space amounts set forth in Section 13,2.a. shall be proportionately adjusted based on the final number of public parking spaces in the Town Center Garage, final size of the ground floor retail space and the final size of the loading and trash area. Specifically, design revisions, such as internalization of loading, or incorporation of City's design criteria for potential future conversion of the garage, may result in fewer total parking spaces at the Town Center Garage. 3 44653946;( April 6, 2018 Draft applications for development approvals, and for securing any and all final, non -appealable development approvals and permits. 2. The City shall have review over, and final approval of, the design and construction plans and specifications for the Town Center Garage to ensure that the Improvements are designed to meet the City's needs and standards, The City shall require a copy of all actual cost estimates, plans, and construction related contracts prior to and during construction. 3. The Town Center Garage will be designed in a way that the garage can be converted to other uses after an initial period of twenty (20) years, or earlier as provided in Subsection C,4 below. Developer's charges include the costs associated with the City's design criteria for accomplishing a potential future conversion. Design criteria for conversion to future use will include the following: increased floor -to -floor heights (minimum ten foot clear); maximized flat area floor plates; reduced vehicular ramp footprints in order to minimize future non -convertible areas; structural design to accommodate change of use (increased loading); inclusion of vertical plumbing/waste chases or core for future use; larger elevator shaft to accommodate future cargo elevator; and utility connection points for future use. 4. Commencing on the tenth anniversary of the Opening Date, if the total transient (hourly) transactions at the Town Center Garage, excluding transactions for access to Developer's 73 spaces ("Garage Occupancy") is less than any one of the three thresholds set forth below in Subsections C.4,a, C.4.b, or C.4.c (each, a "Convertibility Threshold"), then the City has the right to convert any floor above the second floor of the Town Center Garage to another use if any Convertibility Threshold is met in any given year. The Convertibility Thresholds are as follows: a, A decrease of 50% or more in Garage Occupancy in any one year period, as compared to Garage Occupancy for any other one (1) year period since the Opening Date; or b. A decrease of 10% or more in Garage Occupancy, In each of three consecutive years, as compared to any one (1) year of Garage Occupancy since the Opening Date; or c. Any year in which Garage Occupancy during the year consists of a total number of transient (hourly) transactions of less than 40,000 transactions. 5. The Developer shall deliver, for the City's review and approval, an estimated budget for the total cost (i.e. hard and soft costs) of the Town Center Garage, which budget shall be based upon the City -approved design and construction plans and specifications. In no event shall the City be responsible for costs in excess of the City Costs, nor shall the City have any obligation to pay any amounts in excess of the City Costs. At its sole option and discretion, the City may retain a consultant (1.e, such as a professional cost estimator) to verify the Developer's total estimated cost, with the cost of the consultant to be paid for by the Developer. Developer shall provide copies of all actual costs and invoices. 6. The Developer shall enter into a separate, stand-alone fixed sum or Guaranteed Maximum Price agreement with an architect and a contractor (the "Contractors") to construct the Town Center Garage. The Developer shall select the Contractors pursuant to a competitive procurement process which will be developed, initiated, and overseen by the Developer; provided, however, that the City shall have the right to approve the recommended Contractors, which approval shall not be unreasonably withheld, and which approval shall be based upon mutually acceptable criteria for the contractor's qualifications and record of performance for a comparable project,. The City shall also have the right to review and approve the contract with the selected General Contractor prior to such Contract being executed between the Developer and General Contractor, 7. The Developer shall provide, and shall cause its General Contractor to also provide, warranties, indemnities, and insurance in favor of the City. Prior to commencement of construction, the Developer shall 4 44653946;1 April 5, 2018 Draft cause the General Contractor to furnish City with a performance bond and payment bond, in a form acceptable to the City Attorney, and naming the City and the Developer as co -obligees. Developer and construction contractor shall ensure no liens are filed on City's property. The construction contract must be assignable to the City (1.e., in the event the Developer defaults), and City shall be a third party beneficiary to the construction contract, 8. The Developer shall develop a plan for construction staging in order to minimize disruptions to the area in the vicinity of the Town Center Garage, Such plan shall be subject to the City's prior approval, which shall not be unreasonably withheld, conditioned or delayed. D. The Operation of the Town Center Gera e. 1. The City will operate the Town Center Garage as a municipal parking garage. City to have a validation system for customers of retail tenants on Developer's property for two-hour free parking as specified in Section B,1.d. Developer to pay for the costs of implementing the validation system for the benefit of its tenants. 2. The City will make available to North Beach residents monthly parking permits for the Town Center Garage, in the same manner as provided for residents in other City parking garages. 3. The Developer will also provide 73 parking spaces on its own property between Abbott and Byron, at its own expense, for the tenant on the first floor, and such spaces will not be included as part of the City's Town Center Garage. City shall have no responsibility for the costs of operating, maintaining, insuring, or making repairs to any of the Developer's 73 parking spaces located on. Developer -owned property. 4. The Declaration of Condominium and/or Reciprocal Easement Agreement will, among other things, allocate CAM costs between the Developer and the City and grant appropriate easements between the Developer's project and the Developer's condominium units within the Town Center Garage and the Town Center Garage for access and circulation, including any easements and other rights necessary to allow the Developer's Retail Tenants to (1) utilize the ramp(s) and drive aisles within the Town Center Garage in order to access and use the 73 spaces on the Developer's Property, the Developer's Retail Building, and the parking spaces within the Town Center Garage; and (ii) access and use of the Loading. Condo Unit and Retail Cando Unit. In addition, the Declaration of Condominium and/or Reciprocal Easement Agreement shall expressly provide that, If the City repurposes the Town Center Garage in the future for non -parking uses, the easement rights granted to the Developer In the Declaration of Condominium and/or Reciprocal Easement Agreement shall nevertheless continue undisturbed, and the Developer shall assume the responsibility of maintaining in good condition and repair and in accordance with the Reciprocal Easement Agreement and/or Declaration of Condominium at the Developer's sole cost and expense, any easement areas that the Developer continues to require for its uses, but which, due to such repurposing, are no longer required for the City's uses, or if agreed in the Development Agreement, at City's option, such easement areas that are or become a separate condominium unit(s) may be conveyed by the City to the Developer for an agreed purchase price and the Developer will thereafter maintain such condominium unit(s) in good condition and repair in accordance with the Declaration of Condominium,? E. Other Terms. 1. The Closing for the exchange of properties shall take place within 30 days following the satisfaotion of the following conditions: (i) the City Commission's adoption of all necessary amendments to the City's Comp Plan and Land Development Regulations required for the Project; (II) the City Commission's appropriation for the City Costs to be paid to the Developer for the design, permitting, and construction of the 7 Pending updated layout to address Developer's discussions with Planning Department re; internalization of loading. 5 44653946;1 April 5, 2018 Draft Town Center Garage; (iii) issuance of all final, non -appealable development approvals for the Developer's Project; (iv) evidence of Developer equity and financing commitments sufficient to complete the Developer's overall project; and (v) an opinion of the City's Parking Bond rate consultant, as required by the bond covenants in the City's Parking Bond Resolution, that the transaction will not have a material adverse effect on the net revenues of the Parking System. Developer may terminate the Development Agreement for its convenience prior to the Closing, and in such event, neither party shall have or owe any further obligation to the other party. 2. At Closing, Developer to pay the City (i) the $800,000 for the difference in the appraised value of the land, as set forth in Section B.1 above, The payments from Developer in subsections B.1.b and B.1.c will be applied as credits against the amounts the City is otherwise obligated to pay the Developer for the design and construction of the Town Center Garage, as set forth more fully above In Section B. 3, The Development Agreement shall include permitted uses/prohibited uses for the Developer project, along with provisions regarding a quality tenant mix. 4. Prior to the completion of the Project, any transfer of the property by the Developer (except a transfer to a related company) shall require approval by the City Commission. [Transfer/assignment provisions post -completion of Project to be further discussed, as (1) any successor in interest to Developer must assume all ongoing obligations of Developer, i.e., as to Operating Payment, Validation Payment, and any other post - completion obligations, and (2) City needs to ensure that any successor owner has financial wherewithal to deliver on obligations]. 5. Developer reaffirms its commitment, pursuant to the Reimbursement Agreement dated on or about February 18, 2018, to pay for the City's transaction costs, Including outside counsel, for the Project. 6. The Developer shall obtain the full building permit for the Town Center Garage within 24 months following the execution of the Development Agreement, subject to tolling in the event of litigation and/or force majeure. Final completion of the Town Center Garage shall occur within 24 months following issuance of full building permits subject to tolling in the event of litigation and/or force majeure. 7. [Termination provisions to be addressed in DA, City does not agree to any Developer termination for convenience after Closing.] This term sheet is intended solely as a basis for negotiation of a Development Agreement, and is not intended to be, and does not constitute, a legally binding obligation of the parties. No legally binding obligations on the City or Developer will be created, implied, or inferred until a Development Agreement and related agreements regarding the subject matter of this term sheet, in final form, are approved by the City Commission and the Developer, and executed by the parties. 6 44653946;1 April 5, 2018 Draft Exhibit A 7 446539461 APPROVED TERM SHEET FINANCE COM Parcel NO Hooch own Canter LAND SWAP AND RETAIL CONDO VALUES 2 Subtotal 3 Difference Concluded Values: $4,200,000 $5,800,000 $10,000,000 $9,200,000 $800,000 Par SF: $332.67 $309,33 $301,64 Per SF of FAR: $95,05 $88,88 $96,18 Plus Retail Condo on Parcel 3 (Increased footprint) Plus Easement over Loading area on First Floor (2472 sf) Total Parcel 3 Retell - Price/FAR Ft Retail Sett Per SF Total 18,13O, $120,00 ^$2,175,600 2,175,600 260 640 $2,286,240 CI Parkin Garage Developer Building FLOOR 1 FLOOR 2 FLOOR 3 FLOOR 4 FLOOR 5 FLOOR 6 FLOOR 7 FLUOR 8 0 49 73 47 Retail 0 10,375 Retail A 28,108 Retail C 6,141 49 Level 3 26,400 49 Level 26,594 46 Levels 24,416 49 58 346 TOTAL PARKING 73 419 Total Parking Cost 34,000 11,764,000 Developer Contribution per above $3,236,240 Net Parking Cost for Cty Owned Lot 8,527,760 Parking Cap per Stall $24,646.71 $9,353:29 122,034 0 Byron Avenue 1 I pIri '-�i1-�- .�►fr` l ��� p�, AutiN4i .sTu Abbott Avenue 0 AROHITEOTURD INTERIOR DROION PLANNING AIA ASID NOARb. ane o� .v IB ffi'l�1`I ,.Ildo WWW.KOSIKARP.00M KORI KARP Lb. itAR001YB7B 0 71 NOBE - WEST PARCEL COMMERCIAL USE DEVELOPMENT 71DT STREET, MIAMI DRAWL FLORIDA GROUND FLOOR PLAN 1� 4 - Byron Avenue PROPERTY nolmo.HY EMIIIII, 'sIOR 911,1 ElseAck li0.11,� ` 1 1, 8111I111111 ._Ill��A 00 4 - Abbott Avenue b N W N K • B 1 1 K N R P A OHITROTURR INTERIOR. 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