2016-29448 Reso RESOLUTION NO. 2016-29448
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, AND AUTHORIZING THE
CITY MANAGER AND CITY ATTORNEY TO NEGOTIATE AND DRAFT A
REIMBURSEMENT AND INDEMNITY AGREEMENT WITH FORT PARTNERS,
LLC AND MIAMI BEACH MARINA ASSOCIATES, LTD. (COLLECTIVELY, THE
"DEVELOPER"), TO PROVIDE FOR THE DEVELOPER'S REIMBURSEMENT OF
THE CITY'S DUE DILIGENCE EXPENSES RELATING TO THE PROPOSED 300
ALTON ROAD PROJECT (THE "PROJECT"), INCLUDING BUT NOT LIMITED
TO REIMBURSEMENT OF COSTS AND EXPENSES FOR THE NECESSARY
APPRAISALS, TRAFFIC STUDY, OUTSIDE COUNSEL, CONSULTANTS AND
OTHER THIRD-PARTY COSTS AND EXPENSES RELATING TO THE PROJECT;
AUTHORIZING THE CITY MANAGER TO ENGAGE THE NECESSARY
APPRAISERS FOR THE PROJECT; AND FURTHER AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE SAID REIMBURSEMENT AND
INDEMNITY AGREEMENT UPON CONCLUSION OF SUCCESSFUL
NEGOTIATIONS WITH THE DEVELOPER.
WHEREAS, Fort Partners, LLC and Miami Beach Marina Associates, Ltd. (collectively, the
"Developer"), have submitted a proposal to the City for the redevelopment of the Miami Beach
Marina property located at 300-400 Alton Road, Miami Beach, Florida (Folios # 02-4203-000-
0010, 02-4203-009-9210 and 02-4203-009-9250) (the "Property"); and
WHEREAS, the City currently leases the Property to Miami Beach Marina Associates, Ltd.,
with the lease term expiring on or about December 31, 2051 (the "Marina Lease"); and
WHEREAS, the Developer has proposed that the City convey to the Developer the air
rights and subterranean rights relating to the Property, to permit the construction of a mixed-use
development consisting of two 350-400 foot high towers, with up to 250 residential units, 55,000
square feet of commercial uses, integrated subterranean parking, and a public green (the
"Project");
WHEREAS, at a minimum, the various components of the proposed Project include the
following:
• an amendment to the City's existing Marina Lease with Miami Beach Marina Associates,
Ltd.;
• a Development Agreement in accordance with Chapter 163, Florida Statutes;
• a Purchase and Sale Agreement for the air rights and subterranean rights relating to the
Property;
• a management agreement for the public green, easement agreements and other ancillary
agreements with respect to the Project;
• amendments to the City's Comprehensive Plan to provide for an F.A.R. increase and
permitted uses, and amendments to the Land Development Regulations ("LDR") to allow
for additional uses, modifications to design criteria, F.A.R. and height increases for the
Project; and
• voter referendum approval with respect to the (1) Marina Lease amendment; (2) sale of air
rights/subterranean rights; and (3) F.A.R. increase requested by the Developer; and
WHEREAS, on May 11, 2016, the Mayor and City Commission referred the proposed
Project to the Finance and Citywide Projects Committee ("Finance Committee") for direction as to
the lease amendment, conveyance of air/subterranean rights, and the Development Agreement;
and referred a companion item (Agenda Item R9J) to the City's Land Use and Development
Committee for consideration of the associated LDR amendments; and
WHEREAS, the City's consideration of the proposed Project, and negotiation of the various
agreements, will require the City to incur significant due diligence expenses, including with respect
to appraisals of the air/subterranean rights, appraisal of the Marina Lease, traffic study, outside
counsel, environmental assessments, and other consultants and/or costs and expenses; and
WHEREAS, the Developer has offered to indemnify, defend and hold harmless the City
with respect to any litigation relating to the Project, and to reimburse the City for outside counsel
review and negotiation of the development agreement and related agreements; and
WHEREAS, at the June 3, 2016 Finance Committee, the Committee recommended that
the Administration meet with the Developer and secure the Developer's agreement to the
proposed reimbursement and indemnification of the City, and recommended that the City initiate
the process for obtaining the necessary appraisals.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission
of the City of Miami Beach, Florida, hereby accept the recommendation of the Finance and
Citywide Projects Committee, and authorize the City Manager and City Attorney to negotiate and
draft a reimbursement and indemnity agreement with Fort Partners, LLC and Miami Beach Marina
Associates, Ltd. (collectively, the "Developer"), to provide for the Developer's reimbursement of the
City's due diligence expenses relating to the proposed 300 Alton Road project (the "Project"),
including but not limited to reimbursement of costs and expenses for the necessary appraisals,
traffic study, outside counsel, consultants and other third-party costs and expenses relating to the
Project; authorizing the City Manager to engage the necessary appraisers for the Project; and
further authorizing the City Manager and City Clerk to execute said reimbursement and indemnity
agreement upon conclusion of successful negotiations with the developer.
PASSED AND ADOPTED this $ day of June, 2016.
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ATTEST: ;' : //
Raf el Gran do, City Clerk ���u....v.i Philip Levi 6, ;,'oi ,z'
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Exhibit 1
MBM / Fort Partners, LLC — Proposed Development Agreement with
City of Miami Beach
Recitals.
a. The Property at issue is known as the Miami Beach Marina site, located at 300 -
4 00 Alton Road, Miami Beach, Florida (Folios # 02-4203-000-0010, 02-
4203-009-9210 and 02-4203-009-9250), which is approximately 165,000 sq. ft.
in size.
b. The Property is designated for "Public Facility" use under the City's
Comprehensive Plan.
c. The Property is zoned "GU" Civic and Government use.
d. The Property is owned by the City of Miami Beach.
e. Miami Beach Marina Associates, Ltd. (MBM) is the long term lessee of the
Property, under a lease document originally executed June 24, 1983, and
subsequently amended. MBM has formed a joint venture with Fort Partners,
LLC, to be known as 300 Alton Upland Development, LLC (300 Alton), and the
joint venture will be responsible for the redevelopment of the Property.
f. 300 Alton has requested that the City of Miami Beach (City) convey to it the air
rights described in Exhibit A [TO BE PROVIDED] attached hereto (the "Air
Rights"), subject to the matters set forth in this term sheet.
g. Upon transfer, the Property collectively with the Air Rights shall be known as the
"Property".
h. 300 Alton intends to develop and construct a mixed-use development on the
Property, to include the following elements:
1. Up to 250 residential units,
2. Approximately 55,000 square feet of commercial uses,
3. Integrated subterranean parking, and
4. A public green.
(hereinafter, the "Project"). The Project shall be further delineated in a Chapter
163, Florida Statutes development agreement, to be negotiated between the City
and 300 Alton (the "Development Agreement"), and pursuant to applicable land
use approvals.
II. Voluntary Contribution.
a. 300 Alton has offered a voluntary public contribution of $100 Million
(hereinafter the "Voluntary Contribution") to the City in connection with the Air
Rights transfer. All funds shall be deposited in the City of Miami Beach
Transportation Trust Fund, and allocated to public transportation and/or transit
projects, as shall be determined by the City Commission, in its sole and
reasonable discretion.
b. The Parties acknowledge and agree that payment of the Voluntary Contribution is
subject to approval by a majority vote of the voters in a City-wide referendum of
all three ballot questions relating to the Project: the proposed FAR; amendment
and extension of the lease for the Property; and the Air Rights transfer.
III. Payments and Timing. MBM shall pay the Voluntary Contribution to the City
as follows:
a. 300 Alton will make the initial payment, in the amount of $10,000,000, within
ten (10) business days following the City Commission's final approval of the (i)
ordinance amending Section 142-425 of the City Code to incorporate 300
Alton's proposed height and FAR for the Project (the "Zoning Ordinance"); (ii)
ordinance amending the PF provisions of the land use element of the City's
comprehensive plan to reflect 300 Alton's proposed height and FAR for the
Project (the "Plan Amendment"); and (iii) the Development Agreement. This
payment will be non-refundable, subject to the matters set forth in Section V.e.
below. Notwithstanding the foregoing, in the event that a third party (unrelated
or unaffiliated with the City or 300 Alton) institutes a legal proceeding in a court
of competent jurisdiction (the "Lawsuit") challenging the validity of the Zoning
Ordinance, Plan Amendment, or the Development Agreement, then 300 Alton
shall not be required to make such initial payment until thirty (30) days after the
Lawsuit has been completed and finally disposed of in a manner that sustains the
validity of the challenged actions.
b. 300 Alton will pay the City $50 Million on the earlier of: (i) within ten (10)
business days of the issuance of a full building permit for the Project; (ii)
November 6, 2019; or (iii) [INSERT MILESTONE FOR CITY FUNDING OF
TRANSIT SYSTEM]. The City will transfer the Air Rights to 300 Alton as of
the date 300 Alton makes the $50 Million payment. The $50 Million payment
shall be non-refundable.
c. 300 Alton will pay the City the remaining $40 million no later than thirty (30)
days prior to commencement of construction of the City's transit system. The $40
Million payment shall also be non-refundable.
IV. The Public Green.
a. 300 Alton's application to the Design Review Board for Project approval shall
include design plans (the "Public Green Plans") for The Public Green component
of the Project ("The Public Green"). The Public Green shall constitute
approximately 47,500 square feet (including the Baywalk) of the Property and
shall consist of landscaping and hardscape improvements; lighting; irrigation for
landscaping; outdoor seating and other outdoor furniture; sidewalk; City-
approved signage such as directional signage, access signage and similar signs
(excluding private signage); rest rooms and other similar facilities.
b. The Public Green shall be open to the public no later than the date a CO is issued
for the Project.
c. 300 Alton shall be solely responsible for all costs and work associated with The
Public Green improvements (including, without limitation, the design, permitting
and construction), which improvements shall include, but not be limited to,
resurfacing, drainage, landscaping, hardscaping, sidewalks, irrigation, signage,
and lighting.
d. 300 Alton shall be responsible for the safety, security and maintenance of The
Public Green.
V. Development Agreement. The above terms and other matters will be
incorporated into the Development Agreement, which will also include, at a
minimum, the following additional terms:
a. The parties will enter into a Management Agreement for The Public Green,
allowing 300 Alton to develop, maintain, pave, drain, light, landscape, and install
street furniture in the Public Green Space in order to assure that it remains public.
b. 300 Alton will be responsible for submitting and obtaining any and all final, non-
appealable development approvals for the Project (e.g., Design Review Board,
Planning Board, Board of Adjustment). 300 Alton agrees and acknowledges that
any such development approvals are subject to, and conditioned upon, approval
by applicable development boards, in their sole and reasonable discretion.
c. Except as to involuntary transfers (as shall be defined in the Development
Agreement and which will include, without limitation, foreclosure transfers and
transfers in lieu of foreclosure), 300 Alton shall not be entitled to assign or
transfer its rights under the Development Agreement until after the earlier of(i)
issuance of a Certificate of Occupancy ("CO") for the Project, or (ii) the payment
of all of the Voluntary Contribution. Any such transferee shall assume all
remaining obligations of 300 Alton under the Development Agreement, including
without limitation, 300 Alton's obligation to improve the Public Green Space as
set forth in Section IV, above. The provisions of Subsection V.e., below, will not
apply to this Subsection.
d. Except as to 300 Alton's obligation to make the Voluntary Contribution payments
in accordance with Section III, above, time periods will be tolled due to force
majeure (strikes, lockouts, acts of God, and other causes beyond the control of
either party); appeals or other judicial or administrative challenges to Project
approvals; and delays in obtaining permits from other governmental agencies.
Notwithstanding the foregoing, in the event that a third party (unrelated or
unaffiliated with the City or 300 Alton) files a Lawsuit challenging the validity of
the Air Rights transfer, Zoning Ordinance, Plan Amendment, or the Development
Agreement, then 300 Alton shall not be required to make Voluntary Contribution
payments (under Section III, above) and the City shall not be required to
effectuate the Air Rights transfer, until thirty (30) days after the Lawsuit has been
completed and finally disposed of in a manner that sustains the validity of the
challenged actions. If the Lawsuit is still pending for more than thirty-six (36)
months after approval of the Development Agreement, Air Rights transfer,
Zoning Ordinance, and Plan Amendment, then (i) either party to the
Development Agreement, at its option, may elect to rescind the Air Rights
transfer and terminate the Development Agreement, without cause; (ii) no further
payment of the Voluntary Contribution shall be due and City shall return to 300
Alton any Voluntary Contribution payment previously received; (iii) the Air
Rights transfer shall not be effectuated; and (iv) the City and 300 Alton shall have
no further obligation and/or liability to each other.
e. Notwithstanding the foregoing, 300 Alton shall defend, indemnify, and hold the
City harmless should any Lawsuit be filed.
VI. Outside Counsel Review. 300 Alton agrees to reimburse the City for any
attorney's fees incurred by the City for outside counsel's review and negotiation
of the Development Agreement, and related agreements, not to exceed reasonable
amounts, as mutually agreed upon by the Parties (which counsel shall be selected
and approved by the City Attorney).
MBM/Fort Partners, LLC
Proposed 5th Amendment to Marina Lease
Recitals.
a. The Property at issue is known as the Miami Beach Marina site, located at
300 - 400 Alton Road, Miami Beach, Florida (Folios # 02-4203-000-
0010, 02-4203-009-9210 and 02-4203-009-9250), which is approximately
165,000 sq. ft. in size.
b. The Property is designated for "Public Facility" use under the City's
Comprehensive Plan.
c. The Property is zoned "GU" Civic and Government use.
d. The Property is owned by the City of Miami Beach.
e. Miami Beach Marina Associates, Ltd. (Lessee) is the long term lessee of
the Property, under a lease document (the "Marina Lease") originally
executed on June 24, 1983, as amended through April 15, 1998.
f. MBM has requested that the City of Miami Beach (City) agree to a further
amendment of the Marina Lease, as set forth herein.
II. Lease Term.
The Initial Term for Area 1 and the right to use Area 2 shall be modified to
begin on January 1st of the year after issuance of the first C.O. for the
"Replacement Facilities," as defined below.
III. Rental Payment.
Lessee shall continue to pay the greater of:
a. Base Rent of$320,000, or
b. Annual Percentage Rent of:
1. Two cents per gallon of gasoline or diesel ;
2. 10% of all other Gross Receipts during each Lease Year throughout
the Term of the Lease and any extensions thereof.
IV. Redevelopment.
a. As part of the redevelopment of the Property the Lessee shall be
authorized to demolish the existing upland improvements on Area 1,
subject to the Lessee agreeing to pay not less than the same amount of
percentage rent generated from the upland facilities during the last lease
year prior to the demolition of the upland facilities on Area 1 throughout
the construction period for the redevelopment of Area 1 until the
Certificate of Occupancy for the Replacement Facilities as described below
is issued.
b. Redevelopment of the Area 1 property shall include not less than
approximately 55,000 SF of replacement revenue producing upland
facilities containing a mix of uses that may include marina and or
neighborhood serving retail uses and restaurants; office and similar uses
but shall not include any bars or night clubs or other uses prohibited by
the Marina Lease, new public open space facilities and access ways (the
"Replacement Facilities").
c. The Replacement Facilities shall also include not less than
subterranean parking spaces to replace the existing spaces and shall
include appropriate drop off and valet and service facilities necessary to
serve the Marina and related facilities.
d. The Marina Lessee shall remain responsible, in accordance the with the
Marina Lease, the Parking Agreements and the Fifth Amendment for the
maintenance and operation of the parking facilities serving the marina, the
Baywalk, and the Replacement Facilities to be developed on Area 1
including but not limited to the new public open facilities and access
ways.
e. The Marina Lessee consents to the City's sale and conveyance of the air
and development rights above elevation and the subterranean
rights below elevation of the Area 1 Property to 300 Alton Upland
Development, LLC ("300 Alton") for its development of approximately
250 condominium dwelling units, the Replacement Facilities along with
subterranean parking for all of the uses, subject to the creation of
reciprocal easements and covenants addressing the respective needs of
the City, the Marina Lessee and 300 Alton including but not limited to:
1. Access including pedestrian, vehicular and service;
2. Parking;
3. Structural support;
4. Utilities;
5. All required back of house support facilities for each party; and
6. Appropriate structures and entities for the long term operation,
maintenance and cost sharing for the subterranean facilities.
VI. Outside Counsel Review. Lessee agrees to reimburse the City for any
attorney's fees incurred by the City for outside counsel's review and
negotiation of the 5th Amendment, and related agreements, not to exceed
reasonable amounts, as mutually agreed upon by the Parties (which
counsel shall be selected and approved by the City Attorney).
COMMISSION ITEM SUMMARY
Condensed Title:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA,AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO NEGOTIATE AND
DRAFT A REIMBURSEMENT AND INDEMNITY AGREEMENT WITH FORT PARTNERS, LLC
AND MIAMI BEACH MARINA ASSOCIATES, LTD.(COLLECTIVELY,THE"DEVELOPER"),TO
PROVIDE FOR THE DEVELOPER'S REIMBURSEMENT OF THE CITY'S DUE DILIGENCE
EXPENSES RELATING TO THE PROPOSED 300 ALTON ROAD PROJECT
Key Intended Outcome Supported:
N/A
Supporting Data(Surveys, Environmental Scan,etc: N/A
Item Summary:
On May 11,2016,the City Commission referred a proposal submitted by counsel for Fort Partners, LLC and
Miami Beach Marina Associates, Ltd. (collectively, the "Developer") for the redevelopment of the Miami
Beach Marina property located at 300-400 Alton Road, Miami Beach, Florida (the "Property")to the City's
Finance and Citywide Projects Committee and to the Land Use and Development Committee for
consideration of various aspects of the proposal.
The City currently leases the Property to Miami Beach Marina Associates, Ltd.,with the lease expiring on or
about December 31, 2051 (the"Marina Lease"). The Developer has proposed that the City convey to the
Developer the air rights and subterranean rights relating to the Property, to permit the construction of a
mixed-use development consisting of two 350-400 foot high towers, with up to 250 residential units, 55,000
square feet of commercial uses, integrated subterranean parking, and a public green (the"Project"). At a
minimum, the various components of the proposed Project include the following:
• an amendment to the City's existing Marina Lease with Miami Beach Marina Associates, Ltd.;
• a Development Agreement in accordance with Chapter 163, Florida Statutes;
• a Purchase and Sale Agreement for the air rights and subterranean rights relating to the Property;
• a management agreement for the public green, easement agreements, and other ancillary
agreements with respect to the Project;
• amendments to the City's Comprehensive Plan to provide for an F.A.R. increase and permitted
uses, and amendments to the Land Development Regulations("LDR")to allow for additional uses,
modifications to design criteria, F.A.R. and height increases for the Project; and
• voter referendum approval with respect to the (1) Marina Lease amendment; (2) sale of air
rights/subterranean rights; and (3) F.A.R. increase requested by the Developer.
In the Developer's proposed term sheet submitted on or about May 12, 2016, the Developer offered to
indemnify, defend and hold harmless the City with respect to any litigation relating to the Project, and to
reimburse the City for outside counsel review and negotiation of the development agreement and related
agreements.
The City's consideration of the proposed Project,and negotiation of the various agreements,will require the
City to incur significant due diligence expenses, including appraisals of the air/subterranean rights,appraisal
of the Marina lease, traffic study,outside counsel,environmental assessments,and other consultants and/or
costs and expenses. At the June 3, 2016 Finance and Citywide Projects Committee, counsel for the
Developer reiterated the Developer's offer to cover the City's transaction expenses. As an initial step, the
Committee recommended that the Administration meet with the Developer and secure the Developer's
agreement to the proposed reimbursement and indemnification of the City. The Finance Committee also
recommended that the City initiate the process for obtaining the necessary appraisals.
Advisory Board Recommendation:
Financial Information:
Source of Funds: Amount Account
OBPI Total TBD Developer reimbursement of City's costs with respect to City's
consideration of the proposed Project and related transactions.
Financial Impact Summary:
City Clerk's Office Legislative Tracking:
Sign-Offs:
Department Director Assistant Ci Manager City ,:na er
KGB JL
AGENDA EM IR, ' 1
MIAMIBEACH DATE 6-7l-��
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Philip Levine and Members o the City Co ,j mission
FROM: Jimmy L. Morales, City Manager
DATE: June 8, 2016
SUBJECT: A RESOLUTION OF THE MA OR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER AND CITY
ATTORNEY TO NEGOTIATE AND DRAFT A REIMBURSEMENT AND INDEMNITY
AGREEMENT WITH FORT PARTNERS, LLC AND MIAMI BEACH MARINA ASSOCIATES,
LTD. (COLLECTIVELY, THE "DEVELOPER"), TO PROVIDE FOR THE DEVELOPER'S
REIMBURSEMENT OF THE CITY'S DUE DILIGENCE EXPENSES RELATING TO THE
PROPOSED 300 ALTON ROAD PROJECT (THE "PROJECT"), INCLUDING BUT NOT
LIMITED TO REIMBURSEMENT OF COSTS AND EXPENSES FOR THE NECESSARY
APPRAISALS, TRAFFIC STUDY, OUTSIDE COUNSEL, CONSULTANTS AND OTHER
THIRD-PARTY COSTS AND EXPENSES RELATING TO THE PROJECT; AUTHORIZING
THE CITY MANAGER TO ENGAGE THE NECESSARY APPRAISERS FOR THE PROJECT;
AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE
SAID REIMBURSEMENT AND INDEMNITY AGREEMENT UPON CONCLUSION OF
SUCCESSFUL NEGOTIATIONS WITH THE DEVELOPER.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
KEY INTENDED OUTCOME SUPPORTED
N/A
FUNDING
Developer reimbursement of City's costs with respect to City's consideration of the proposed
Project and related transactions.
BACKGROUND
On May 11, 2016, the City Commission considered Agenda Item C4D, a referral to the
Finance and Citywide Projects Committee relating to a proposal submitted by counsel for Fort
Partners, LLC and Miami Beach Marina Associates, Ltd. (collectively, the "Developer") for the
redevelopment of the Miami Beach Marina property located at 300-400 Alton Road, Miami
Beach, Florida (Folios # 02-4203-000-0010, 02-4203-009-9210 and 02-4203-009-9250) (the
"Property"). The City currently leases the Property to Miami Beach Marina Associates, Ltd.,
with the lease expiring on or about December 31, 2051 (the "Marina Lease"). The Developer
has proposed that the City convey to the Developer the air rights and subterranean rights
relating to the Property, to permit the construction of a mixed-use development consisting of
two 350-400 foot high towers, with up to 250 residential units, 55,000 square feet of
commercial uses, integrated subterranean parking, and a public green (the "Project").
300 Alton Road Project
June 8`h,2016
Page 2
At a minimum, the various components of the proposed Project include the following:
• an amendment to the City's existing Marina Lease with Miami Beach Marina
Associates, Ltd.;
• a Development Agreement in accordance with Chapter 163, Florida Statutes;
• a Purchase and Sale Agreement for the air rights and subterranean rights relating to
the Property;
• a management agreement for the public green, easement agreements, and other
ancillary agreements with respect to the Project;
• amendments to the City's Comprehensive Plan to provide for an F.A.R. increase and
permitted uses, and amendments to the Land Development Regulations ("LDR") to
allow for additional uses, modifications to design criteria, F.A.R. and height increases
for the Project; and
• voter referendum approval with respect to the (1) Marina Lease amendment; (2) sale of
air rights/subterranean rights; and (3) F.A.R. increase requested by the Developer.
On May 11, 2016, the Mayor and City Commission referred the proposed Project to the
Finance and Citywide Projects Committee ("Finance Committee") for direction as to the Marina
lease amendment, conveyance of air/subterranean rights, and the Development Agreement,
and referred a companion item (Agenda Item R9J) to the City's Land Use and Development
Committee for consideration of the associated LDR amendments.
The City's consideration of the proposed Project, and negotiation of the various agreements,
will require the City to incur significant due diligence expenses, including with respect to
appraisals of the air/subterranean rights, appraisal of the Marina lease, traffic study, outside
counsel, environmental assessments, and other consultants and/or costs and expenses.
In the Developer's proposed term sheet submitted on or about May 12, 2016, attached as
Exhibit "1" hereto, the Developer offered to indemnify, defend and hold harmless the City with
respect to any litigation relating to the Project, and to reimburse the City for outside counsel
review and negotiation of the development agreement and related agreements.
At the June 3, 2016 Finance and Citywide Projects Committee, counsel for the Developer
reiterated the Developer's offer to cover the City's transaction expenses. As an initial step in
the process, the Committee recommended that the Administration meet with the Developer
and secure the Developer's agreement to the proposed reimbursement and indemnification of
the City. The Finance Committee also recommended that the City initiate the process for
obtaining the necessary appraisals.
The Administration concurs in the Finance and Citywide Projects Committee's
recommendation.
CITY MANAGER'S RECOMMENDATION
The Administration recommends that the Mayor and City Commission authorize the City
Manager and City Attorney to negotiate and draft a reimbursement and indemnity agreement
with Fort Partners, LLC and Miami Beach Marina Associates, Ltd. (collectively, the
"Developer"), to provide for the Developer's reimbursement of the City's due diligence
expenses relating to the proposed 300 Alton Road project (the "Project"), including but not
limited to reimbursement of costs and expenses for the necessary appraisals, traffic study,
outside counsel, consultants and other third-party costs and expenses relating to the Project;
authorizing the City Manager to engage the necessary appraisers for the Project; and further
300 Alton Road Project
June 8`h,2016
Page 3
• authorizing the City Manager and City Clerk to execute said reimbursement and indemnity
agreement upon conclusion of successful negotiations with the developer.
JLM/KBYRP