2016-29686 Reso RESOLUTION NO. 2016-29686
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA AUTHORIZING THE CITY MANAGER TO DECLINE, IN
WRITING, THE OWNER'S RECIPROCAL RIGHT OF FIRST REFUSAL,
AS REQUIRED PURSUANT TO SECTION 36.2 OF THE AGREEMENT OF
LEASE ("GROUND LEASE") BETWEEN THE CITY ("OWNER") AND COUSINS
LINCOLN PLACE, LLC ("TENANT"), DATED AS OF SEPTEMBER 1, 1999,
INVOLVING THE SALE OF THE IMPROVEMENTS TO THE PROPERTY ,
LOCATED AT 1601 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA
("PROJECT"), BASED UPON THE SALE PRICE OF $80,025,000; AND
FURTHER APPROVING THE SALE/TRANSFER OF THE LEASEHOLD
INTEREST IN THE PROJECT, PURSUANT TO SECTION 10.5 OF THE GROUND
LEASE, FROM TENANT TO THE FOLLOWING ENTITIES, AS TENANTS IN
COMMON (COLLECTIVELY, "PERMITTED BUYER"): (I) NG 1601
WASHINGTON AVE LLC (NG 1601), A DELAWARE LIMITED LIABILITY
COMPANY (AS TO AN 87.20% INTEREST), INDIRECTLY CONTROLLED BY
THE NIGHTINGALE GROUP, LLC, A REAL ESTATE INVESTOR (II) JBL 1601
WASHINGTON, LLC, A DELAWARE LIMITED LIABILITY COMPANY (AS TO AN
8.86% INTEREST), AND (III) REVIEW AVENUE MIAMI LLC, A DELAWARE
LIMITED LIABILITY COMPANY (AS TO A 3.94% INTEREST); SAID APPROVAL
SUBJECT TO THE ADMINISTRATION'S SUCCESSFUL COMPLETION OF ITS
EVALUATION OF THE PROPOSED PERMITTED BUYER IN ACCORDANCE
WITH ARTICLE 10 OF THE LEASE ("CITY'S DUE DILIGENCE"), PAYMENT TO
THE CITY OF ITS REASONABLE COSTS INCURRED IN CONNECTION WITH
THE PROPOSED SALE INCLUDING, WITHOUT LIMITATION, REIMBURSEMENT
OF THE CITY'S DUE DILIGENCE COSTS, AND EXECUTION BY TENANT AND
PERMITTED BUYER OF CITY'S CLOSING DOCUMENTS; AND FURTHER
AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE ANY
AND ALL CLOSING DOCUMENTS ON BEHALF OF THE CITY.
WHEREAS, on June 23, 1999, the City Commission adopted Resolution No. 99-
23222 approving the development agreement with 16th Street Partners, LLC, a Florida limited
liability company (16th Street), to create a mixed use project on land leased from the City
located at Washington Avenue and 16th Street (the Project); and
WHEREAS, in connection with said development agreement, on or about September
1, 1999, the City and 16th Street executed a ground lease (Ground Lease); and
WHEREAS, the Project was constructed as an eight story, high rise building with
approximately 105,652 rentable square feet of office space, 28,483 rentable square feet of
retail space and a 493 space parking garage (Garage); and
WHEREAS, on November 8th 2000, the City Commission adopted Resolution No.
2000-24160 approving the First Amendment to the Agreement of Lease and First Amendment
to the Development Agreement, to address particular issues found while transferring
ownership rights at the time; and
WHEREAS, on or about May 24, 2006, 16th Street assigned its leasehold interest to TAG
Lincoln Place LLC, a Delaware limited liability company ("TAG") and entered into a Master
Sublease for the entire Project; and
WHEREAS, pursuant to the Master Sublease, 16th Street, as the master subtenant, is
responsible for the payment of all obligations of the tenant to the City under the Ground Lease;
and
WHEREAS, on or about December 6, 2013, Andalex Holdings LLC, the owner of 100%
of the membership interests of TAG, sold such membership interests of TAG to PKY Lincoln Place
Holdings, LLC;
WHEREAS, subsequent to said sale of membership interests, TAG changed its name to
PKY Lincoln Place, LLC ("PKY"); and
WHEREAS, on August 25, 2016, the City was notified of a proposed merger via
document entitled "Officers Certificate of Cousins Properties Incorporated", dated August 3, 2016
("Notice of Sale" and/or "Merger"), based upon a value of$80,000,000, which, pursuant to Section
36.2 of the Ground Lease, began an "Owner's Reciprocal Right of First Refusal" ("ROFO")
process, and pursuant to Section 10 of the Ground Lease, began the approval process for the sale
of the Project; and
WHEREAS, the ultimate owner of PKY, an entity named Parkway Properties, Inc.,, a
Maryland corporation (Parkway), merged with Cousins Properties Incorporated, a Georgia
corporation (Cousins); and
WHEREAS, on September 14, 2016, the City Commission adopted Resolution No. 2016-
29571, approving the sale of the Project by merger, and authorizing the City Manager to decline,
in writing, the Owner's Reciprocal Right of First Refusal, and further approving the sale of the
ownership interest in PKY to a Cousins related entity, based on City's financial position and
operational requirements, which as of September, 2016, did not justify the expenditure of $80
million for the City to exercise the ROFO; and
WHEREAS, pursuant to the merger, Lincoln Place Holdings, LLC, a Delaware limited
company, assigned 100% of its membership interest to Cousins Lincoln Place Holdings, LLC, a
Delaware limited liability company, and PKY changed its name to Cousins Lincoln Place, LLC
(Tenant); and
WHEREAS, thereafter, on November 28, 2016, the City was advised of a proposed sale
via a document entitled "Officers Certificate of NG 1601 Washington Ave, LLC", dated November
22, 2016 ("Notice of Sale"), advising the City of the proposed sale to the following entities, as
tenants in common (collectively, the "Permitted Buyers"): (i) NG 1601 Washington Ave LLC (NG
1601), a Delaware limited liability company (as to an 87.20% interest), indirectly controlled by the
Nightingale Group, LLC, a real estate investor; (ii) JBL 1601 Washington, LLC, a Delaware limited
liability company (as to an 8.86% interest); and (iii) Review Avenue Miami LLC, a Delaware limited
liability company (as to a 3.94% interest); and
WHEREAS, pursuant to Section 10.5 of the Ground Lease, the City has sixty (60) days
(until January 27, 2016) from receipt of the Notice of Sale, in which to approve or disapprove of
the Sale of the Project to the proposed Permitted Buyer; and
WHEREAS, on November 14 2016, pursuant to Section 36.2 of the Ground Lease,
entitled "Owner's Reciprocal Right of First Refusal" ("ROFO"), Tenant delivered an Offer Notice to
the City, as Owner, with the following terms:
Owner of Ground Lease: City of Miami Beach
Seller: Cousins Lincoln Place, LLC
Sale Offer: $80,025,000.00
Closing: December 29, 2016; and
WHEREAS, in accordance with Section 36.2 of the Ground Lease, the City has forty-five
(45) days (December 31, 2016) in which to elect, in writing, whether or not to consummate the
ROFO, at the same price and upon such other material terms set forth in the Offer Notice; and
WHEREAS, City's operational and financial position, when considering the purchase of
the Project, has not materially changed since September, 2016, when the City last declined to
exercise the ROFO in the amount of$80 million;
WHEREAS, using the same cost to construct analysis for valuation purposes utilized
recently in September, 2016 in Resolution No. 2016-2957 (excluding land value and/or land
acquisition costs), it would cost approximately between $50,000,000 to $57,000,000 to build a
Project, with 139,887 square feet of ground floor retail and/or office space and a parking garage
having 493 parking spaces; and
WHEREAS, City staff considered the revenue figures from surrounding City-owned and
managed parking garages, which have a longstanding position of keeping the parking rates below
market for the benefit of its residents and visitors (as compared to the Project garage, which is a
privately managed garage), and estimated Project revenues, City staff determined that based on
the $80 million Sale Offer, and without taking into consideration payment of principal, capital
improvements, the loss of rental income, and other additional costs, the Project would run an
annual estimated surplus of approximately $1,108,496; and
WHEREAS, if the City were to exercise the ROFO, the City would have to allocate the
$80 million required to close on the transaction, using up available funds and potentially requiring
the City to revisit other projects currently contemplated for the benefit of City's residents; and
WHEREAS, considering that the Sale Offer materially exceeds the cost to construct a
City-owned parking, office, and retail facility and that the Project will revert back to the City at the
end of the Lease term, the Administration recommends, in this instance, without any prejudice or
waiver of its position with respect to any subsequent transaction for the 76 years, including
renewal terms, remaining under the Ground Lease, that the City decline this Reciprocal Right of
First Offer Transaction; and
WHEREAS, subject to City staff's successful completion of the City's Due Diligence,
Tenant's payment of the City's Due Diligence costs, and execution of all required closing
documents, the Administration recommends that the City Commission approve the sale of the
Project to the proposed Permitted Buyer, as the Permitted Buyer appears to have satisfied all of
the elements required of a proposed Permitted Purchaser under Section 10.3 of the Ground
Lease.
NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that they Mayor and City
Commission hereby authorize the City Manager to decline, in writing, the Owner's Reciprocal Right
of First Refusal, as required pursuant to Section 36.2 of the Agreement of Lease ("Ground Lease")
between the City ("Owner") and Cousins Lincoln Place, LLC ("Tenant"), dated as of September 1,
1999, involving the sale of the improvements to the property located at 1601 Washington Avenue,
Miami Beach, Florida ("Project"), based upon the sale price of $80,025,000; and further approve
the sale/transfer of the Tenant's leasehold interest in the Project, pursuant to Section 10.5 of the
Ground Lease, from Tenant to the following entities, as tenants in common (collectively, "Permitted
Buyer"): (i) NG 1601 Washington Ave LLC (NG 1601), a Delaware limited liability company (as to
an 87.20% interest), indirectly controlled by the Nightingale Group, LLC, a real estate investor (ii)
JBL 1601 Washington, LLC, a Delaware limited liability company (as to an 8.86% interest), and (iii)
Review Avenue Miami LLC, a Delaware limited liability company (as to a 3.94% interest); said
approval subject to the Administration's successful completion of its evaluation of the proposed
Permitted Buyer in accordance with Article 10 of the lease ("City's Due Diligence"), payment to the
City of its reasonable costs incurred in connection with the proposed sale including, without
limitation, reimbursement of the City's due diligence costs, and execution by Tenant and Permitted
Buyer of City's closing documents; and further authorize the City Manager and City Clerk to
execute any and all closing documents on behalf of the City.
PASSED and ADOPTED this /'/ day of December, 2016.
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City Attorney Gil 219
Resolutions -R7 0
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: December 14, 2016
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA AUTHORIZING THE CITY MANAGER TO DECLINE, IN
WRITING, THE OWNER'S RECIPROCAL RIGHT OF FIRST REFUSAL, AS
REQUIRED PURSUANT TO SECTION 36.2 OF THE AGREEMENT OF LEASE
("GROUND LEASE") BETWEEN THE CITY ("OWNER") AND COUSINS LINCOLN
PLACE, LLC ("TENANT"), DATED AS OF SEPTEMBER 1, 1999, INVOLVING THE
SALE OF THE IMPROVEMENTS TO THE PROPERTY LOCATED AT 1601
WASHINGTON AVENUE, MIAMI BEACH, FLORIDA ("PROJECT"), BASED UPON
THE SALE PRICE OF $80,025,000; AND FURTHER APPROVING THE
SALE/TRANSFER OF THE LEASEHOLD INTEREST IN THE PROJECT, PURSUANT
TO SECTION 10.5 OF THE GROUND LEASE, FROM TENANT TO THE
FOLLOWING ENTITIES, AS TENANTS IN COMMON (COLLECTIVELY,
"PERMITTED BUYER"): (I) NG 1601 WASHINGTON AVE LLC (NG 1601), A
DELAWARE LIMITED LIABILITY COMPANY (AS TO AN 87.20% INTEREST),
INDIRECTLY CONTROLLED BY THE NIGHTINGALE GROUP, LLC, A REAL
ESTATE INVESTOR (II) JBL 1601 WASHINGTON, LLC, A DELAWARE LIMITED
LIABILITY COMPANY (AS TO AN 8.86% INTEREST), AND (III) REVIEW AVENUE
MIAMI LLC, A DELAWARE LIMITED LIABILITY COMPANY (AS TO A 3.94%
INTEREST); SAID APPROVAL SUBJECT TO THE ADMINISTRATION'S
SUCCESSFUL COMPLETION OF ITS EVALUATION OF THE PROPOSED
PERMITTED BUYER IN ACCORDANCE WITH ARTICLE 10 OF THE LEASE
("CITY'S DUE DILIGENCE"), PAYMENT TO THE CITY OF ITS REASONABLE
COSTS INCURRED IN CONNECTION WITH THE PROPOSED SALE INCLUDING,
WITHOUT LIMITATION, REIMBURSEMENT OF THE CITY'S DUE DILIGENCE
COSTS, AND EXECUTION BY TENANT AND PERMITTED BUYER OF CITY'S
CLOSING DOCUMENTS;AND FURTHER AUTHORIZING THE CITY MANAGER AND
CITY CLERK TO EXECUTE ANY AND ALL CLOSING DOCUMENTS ON BEHALF OF
THE CITY.
RECOMMENDATION
Adopt the Resolution.
BACKGROUND
On June 23. 1999. the City Commission adopted Resolution No. 99-23222 approvina the development
Page 1000 of 1191
•
agreement with 16th Street Partners, LLC, a Florida limited liability company (16th Street), to create a
mixed use project on land leased from the City located at Washington Avenue and 16th Street (the
Project). In connection with said development agreement, on or about September 1, 1999, the City and
16th Street executed a ground lease (Ground Lease) for the development of an eight story, high rise
building with approximately 105,652 rentable square feet of office space, 28,483 rentable square feet of
retail space and a 493 space parking garage (Garage).
On November 8th 2000, the City Commission adopted Resolution No. 2000-24160 approving the First
Amendment to the Agreement of Lease and First Amendment to the Development Agreement, to
address particular issues with a transfer of ownership. Effective May 25, 2006, 16th Street entered into
a sale leaseback agreement (Master Sublease) with TAG Lincoln Place LLC, a Delaware limited liability
company (TAG), a wholly owned subsidiary of The Andalex Group, LLC, a Delaware limited liability
company, which remained relatively unchanged until TAG transferred/sold its 100% ownership in the
Project to PKY Lincoln Place Holdings, LLC, a Delaware limited liability company, on December 6,
2013. Thereafter, TAG changed its name to PKY Lincoln Place, LLC (PKY or Tenant). PKY, as
successor tenant/Master Sublandlord, leases the entire Project to 16th Street pursuant to a Master
Sublease, and pursuant to the terms of the Master Lease, 16th Street agreed to be responsible for the
payment of all obligations of PKY to the City under the Ground Lease;
On September 14, 2016, the City Commission adopted Resolution No. 2016-29571, authorizing the City
Manager to decline, in writing, the Owner's Reciprocal Right of First Refusal and further approve
Tenant's sale of the Project to the Proposed Purchaser, Cousins Properties Inc., Delaware limited
liability company and parent company to Cousins Lincoln Place LLC ("Cousins").
The Nightingale Group, LLC, a real estate investment company, acquires and manages commercial real
estate properties in the United States. Its portfolio includes office and retail commercial spaces. The
company also leases and sells its properties. The Nightingale Group, LLC was founded in 2005 and is
based in New York, New York.
ANALYSIS
Approval of Buyer:
Pursuant to Section 10.5 of the Ground Lease ("Required Notices"), a proposed transfer and/or
sale of the Project requires written notice to the Owner, with the identity of the transferor,
transferee, nature of the transaction, percentage of interest conveyed and such other information
requested by Owner; Tenant, notified the City, on November 28, 2016, of a proposed sale via
document titled "Officers Certificate of NG 1601 Washington Ave, LLC", dated November 22,
2016 ("Notice of Sale"); The Notice of Sale, including the Section 10.5 disclosures, Offer Notice,
and the Permitted Buyer qualifying party and majority holder's financials, are attached hereto as
Composite Exhibit"1".
The Lease further provides that the City, as part of its approval of the proposed Sale, may request
additional information in connection therewith, and to evaluate the Proposed Purchaser of the
Project (the "City's Due Diligence"). The City must approve or disapprove the proposed Sale by
January 27, 2016. The Administration is in the process of finalizing its Due Diligence in connection
with the proposed Sale.
The Permitted Buyer is the following entities, as tenants in common (i) NG 1601 Washington Ave
LLC (NG 1601), a Delaware limited liability company (as to an 87.20% interest), indirectly
controlled by the Nightingale Group, LLC, a real estate investor (ii) JBL 1601 Washington, LLC, a
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Page 1001 of 1191
VCIdVVd1C III I IILCU IldUlllly UUII!poi iy (dJ LU dII 0.00/0 II!LCICJL), dl 1U kill) IICVICW I VCI IUC IVIld1111 LLL', d
Delaware limited liability company (as to a 3.94% interest). The Nightingale Group, LLC, as the
majority holder to NG 1601, is acting as a qualifier to satisfy the requirements of Section 10.3 of
the Ground Lease with respect to the financial qualifications necessary of a Permitted Buyer
The Tenant has agreed to the Permitted Buyer's offer, pending the City's approval process, of
$80,025,000 from Nightingale Properties LLC confirming the sales price of the project.
Owner's Reciprocal Right of First Refusal:
Additionally, Section 36.2 of the Ground Lease ("Owners' Reciprocal Right of First Refusal")
states in material part:
"If during the Term, Tenant shall desire to sell, convey or otherwise transfer, directly or
indirectly, all of such Tenant's estate in and to the Project (a "Right of First Offer
Transaction") ("ROFO"), such Tenant shall first deliver to Owner a Notice (an "Offier Notice")
thereof setting forth the material terms of such proposed Right of First Offer Transaction..";
As such, Tenant delivered on November 14 2016 an Offer Notice to the City, as Owner, with
the following terms:
Owner of Ground Lease: City of Miami Beach
Seller: Cousins Lincoln Place, LLC
Sale Offer: $80,025,000.00
Closing: December 31, 2016
As the City's operational and financial position has not materially changed in the last two months,
the City staff is restating the information provided in the September 14, 2016 Commission
meeting.
The Project consists of a 8 story parking garage, having 493 parking spaces, approximately
111,600 square feet of Class A office space, and approximately 28,500 square feet of ground
floor retail space. In 2015, The Project collected gross operating rents for parking spaces and
leases, in the total sum of $194,862/ month or $2,338,338/ year. The Garage Facility estimated
net operating income based on per square foot rental rates and appraised operating expenses are
$4,300,000 per year.
In determining whether or not to recommend exercising the City's ROFO, the Administration
requested revenue and expense figures from City-owned and managed parking garages and
prepared the following comparison:
:omprable Information
# of Net
Parking Operating NOI per
Property Sp Revenue Expenses Income space
7th Garage 1,460 $ 4,282,321 $ 1,536,045 $ 2,746,275 $ 1,881
sunset Harbour
3ar. 435 $ 734,547 $ 390,591 $ 343,956 $ 791
'enn Garage 535 $ 840,586 $408,232 $ 432,354 $ 808
Avg per parking
pace $ 2,064 $ 904 $ 1,160
Page 1002 of 1191
)ffice per squre
Jot estimate $ 38.00 /sf $ 11.55 /sf (See Note*)
;round Floor
Zetail Estimate $ 60.00/sf $ 11.55 /sf
vacancy Rate 10.00%
'rojected 2015 2015
.incoln Place
16th Street) Prk
;arage 493 spcs $ 1,017,700 $ 445,844 $ 571,856
.incoln Place
16th Street)
)ffice 111,591 sf $ 3,816,412 $ 1,288,876 $ 2,527,536
.incoln Place
16th Street)
Zetail 28,483 sf $ 1.538.082 $ 328.979 $ 1.209.103
iota' $ 6,372,194 $ 2,063,698 $ 4,308,496
*Note: The City Garages (17th Garage, Sunset Harbour Garage, and Penn Garage are paid in full).
If the City acquired the Lincoln Garage the average NOI per parking space of $1,160 would be
reduced by debt service. Information on/sf Revenue and Cost based on 2014 Appraisal adjusted
for inflation and Rental Rates shown on Costar.
The City approved the sale of the membership interest in Tenant from TAG to PKY and waived its
ROFO, with a then value at near$66,000,000. Given a capitalization rate of 6% and our estimated
net operating income, the Administration estimates the value of the building to be $71,800,000.
The Offer materially exceeds the cost to construct a City-owned parking, office, and retail facility.
Using a cost to construct analysis for valuation purposes, construction costs of a similar facility
would be approximately$50,000,000 to $57,000,000.
Pursuant to the Lease, the City currently receives Base Rent, in the total sum of $325,000 per
year/$27,846.15 per month. The Base Rent is scheduled to increase on January 1, 2018 by the
lesser of the cumulative CPI over the previous five year term or twelve percent (12%).
Additionally, the City receives Percentage Rent, which is due within sixty(60)days from the end of
each year, in the amount of 2.5% of the Project's annual gross revenue. The City received a total
sum of $143,239 for Percentage Rent for the 2015 calendar year, for a total rental income of
$468,239.
The City, via applicable City ordinances, has had a longstanding position of keeping the parking
rates below market for the benefit of its residents and visitors and therefore cannot compete with
the income stream of a privately operated garage. Assuming a debt service interest of
$3,200,000 (estimated bond rate at 4% of the full purchase price), estimated Revenues of
$6,372,194, and estimated Expenses of$2,063,698; the Project could run a surplus per year of $
1,108,496; this does not take into consideration payment of principal of $80,000,000, capital
improvements, tenant improvements, leasing commissions, lost rent due to vacancies, and other
additional costs the Project will incur. If we model the financing to pay for the purchase of the
Project with a 4% interest rate and take into consideration the loss of rent, the City would run a
yearly deficit of$742,930.
Page 1003 of 1191
If the City were to exercise the ROFO, the City would have to allocate $80 million required to close
on the transaction, using up available funds and potentially requiring the City to revisit other
projects currently contemplated for the benefit of City's residents.
CONCLUSION
Based upon the foregoing, and the fact that the Project will revert back to the City at the end of the
ninety (90) year Term, the Administration recommends in this instance, without any prejudice or
waiver of its position with respect to any subsequent transaction for the 76 years, including renewal
terms, remaining under the Lease that the Mayor and City Commission approve the Resolution
authorizing the City Manager to decline, in writing, Owner's Reciprocal Right of First Refusal, as
required pursuant to the terms of section 36.2 of the Ground Lease; and further approving Tenant's
sale/transfer of the leasehold interest in the project, pursuant to section 10.5 of the ground lease,
from tenant to the following entities, as tenants in common (i) NG 1601 Washington Ave LLC (ng
1601), a Delaware limited liability company (as to an 87.20% interest), indirectly controlled by the
Nightingale Group, LLC, a real estate investor (ii) JBL 1601 Washington, LLC, a Delaware limited
liability company (as to an 8.86% interest), and (iii) Review Avenue Miami LLC, a Delaware limited
liability company (as to a 3.94% interest)„ subject to and conditioned upon the Administration's
successful completion of its evaluation of the proposed purchaser in accordance with article 10 of
the Ground Lease (the "City's Due Diligence"), and payment to the City of its reasonable costs
incurred in connection with the proposed sale including, without limitation, reimbursement of the
City's Due Diligence costs; and further authorizing the City Manager and City Clerk to execute any
and all closing documents on behalf of the City.
JLM/KGBNGW/MMM/RJG
Attachments:
"1" -Composite Exhibit : Notice of Sale, Section 10.5 disclosures, Offer Notice, Proposed
Purchaser's financials
t:Iagenda120161decemberltcedlSale Lincoln Place 1601 Washington Ave11601 Washington, lincoln
place property transfer memo 9 07 2016.docx
Legislative Tracking
Tourism, Culture and Economic Development
ATTACHMENTS:
Description
D Composite Exhibit 1
Page 1004 of 1191
_
RECEIVED e. Bllzin Sumberg
16 NOV 14 A11 I1: 10
CITY ATTORNEY'S OFFICE: Alexandra Lehson
Tel 305-375-6128
Fax 305-351-2185
alehson @bilzin.com
November 10, 2016
VIA FEDERAL EXPRESS AND ELECTRONIC MAIL
City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
RE: Offer Notice pursuant to Agreement of Lease, dated September 1,
1999, by and between the City of Miami Beach, Florida, a municipal
corporation duly organized and existing under the laws of the State of
Florida, as lessor ("Owner"), and 16th Street Partners LLC, a Florida
limited liability company, as lessee, recorded in Official Records Book
18770, Page 46; as amended by First Amendment to Agreement of
Lease and Development Agreement recorded in Official Records Book
19395, Page 1106, as re-recorded in Official Records Book 19794, Page
1219 as it is affected by that certain Settlement Agreement dated
September 16, 2015 by and among Seller, Owner, and 16th Street
Partners, LLC, a Florida limited liability company; as assigned to TAG
Lincoln Place LLC, a Delaware limited liability company (n/k/a PKY
Lincoln Place, LLC ("Tenant")), by Assignment and Assumption of
Lessee's Interest in Lease, as recorded in Official Records Book 24598,
Page 2984, all of the Public Records of Miami-Dade County, Florida
(collectively, the "Ground Lease"). All capitalized terms used but not
defined in this letter shall have the meanings set forth in the Ground
Lease.
Dear City Manager,
As you are aware, we represent Tenant. Pursuant to Section 36.2 of the
Ground Lease, if Tenant desires to enter into a Right of First Offer
Transaction, Tenant is required to first send Owner an Offer Notice.
Tenant desires to enter into a Sale of the Project in accordance with the
terms and conditions of that certain Purchase and Sale Agreement (the
Page 1005 of 1191
•
"Transaction PSA") dated October 16, 2016 by and between Tenant and NG
1601 Washington Ave LLC, a Delaware limited liability company (the "NG
Sale Transaction").
Tenant hereby sends this letter as an Offer Notice.
The material terms of the NG Sale Transaction, upon which Tenant is willing
to allow Owner to elect to purchase the Tenant's estate in and to the
Premises within forty-five (45) days after the date hereof, are as follows:
1. Purchase Price. The purchase price is $80,025,000.00.
2. Closing Date. The date which is the earlier of (A) the date which is
one hundred eighty (180) days after the September 29, 2016, and (B)
the date that is the later of (i) the date which is sixty (60) days
following the October 16, 2016 and (ii) the date which is ten (10)
Business Days (as defined in the Transaction PSA) following Owner's
written consent to the assignment and assumption of the Ground
Lease.
3. Deed; Title. Tenant shall represent that Tenant has not transferred or
assigned the Premises. If Tenant's estate in the Premises and the
Lease are conveyed to Owner, Tenant shall provide a special warranty
deed and an assignment of the Ground Lease, both of which shall be
subject to all liens, encumbrances and other matters then affecting the
title thereto and any state of facts a survey may reveal.
4. Rent;Prorations. If Tenant's estate in the Premises and the Lease are
conveyed to Owner, all Rental and/or Impositions shall be prorated
through the date of closing and paid to the party entitled thereto. No
other prorations shall be made.
5. Expenses. Each party shall pay its own attorneys' fees. If Tenant's
estate in the Premises and the Lease are conveyed to Owner, all
transfer taxes, title charges, recording fees, survey charges and other
expenses incurred in connection with the purchase shall be paid by
Owner, provided however Tenant shall pay all documentary stamp
taxes and surtax, if any, payable in connection with the purchase.
Please confirm within forty-five (45) days after the date hereof whether you
elect purchase the Tenant's estate in the Premises and the Lease upon the
terms set forth herein.
MIAMI 5215658.3 82190/48019
Page 1006 of 1191
Regards,
Alexandra Lehson, Esq.
cc: City of Miami Beach
City Attorney
1700 Convention Center Drive
Miami Beach, Florida 33139
Bloom &Minsker
Suite 700
1401 Brickell Avenue
Miami, Florida 33131
Attention: Joel N. Minsker, P.A.
MIAMI 5215658.3 82190/48019
Page 1007 of 1191
OFFICER'S CERTIFICATE
OF
NG 1601 WASHINGTON AVE LLC
as of November 22, 2016
This Officer's Certificate (the "Certificate") is delivered in connection with Section
10.3(c) of that certain Agreement of Lease, dated September 1, 1999,by and between the City of
Miami Beach, Florida, a municipal corporation duly organized and existing under the laws of the
State of Florida, as lessor ("Owner"), and 16th Street Partners LLC, a Florida limited liability
company, as Original Tenant, recorded in Official Records Book 18770, Page 46 (the "Ground
Lease"); as amended by First Amendment to Agreement of Lease and Development Agreement
recorded in Official Records Book 19395, Page 1106, as re-recorded in Official Records Book
19794, Page 1219 as it is affected by that certain Settlement Agreement dated September 16,
2015 by and among Tenant, Owner, and 16th Street Partners, LLC, a Florida limited liability
company; as assigned to TAG Lincoln Place LLC, a Delaware limited liability company (n/k/a
PKY Lincoln Place, LLC) (the "Tenant"), by Assignment and Assumption of Original Tenant's
Interest in the Ground Lease, as recorded in Official Records Book 24598, Page 2984, all of the
Public Records of Miami-Dade County, Florida and as affected by that certain Assignment of
Membership Interest by and between Andalex Holdings LLC and PKY Lincoln Place Holdings,
LLC and that certain Certifications and Assignment of Membership Interest from PKY Lincoln
Place Holdings, LLC to and for the benefit of Cousins Lincoln Place Holdings, LLC which is or
will be recorded in the real property records of Miami-Dade County, Florida. All capitalized
terms used but not defined in this Certificate shall have the meanings set forth in the Ground
Lease, as amended.
Tenant, as seller, and NG 1601 Washington Ave LLC, a Delaware limited liability
company ("NG 1601"), having an address do The Nightingale Group, LLC, 1430 Broadway,
Suite 1605 New York, New York 10018, as buyer, have entered into that certain Purchase and
Sale Agreement dated as of October 16, 2016 (the "Purchase Agreement") pursuant to which
Tenant has agreed to sell, and Buyer has agreed to purchase, 100% of the Tenant's leasehold
interest as Tenant under the Ground Lease.
Prior to the closing of the transaction contemplated under the Purchase Agreement, NG
1601 will be assigning its interests in and to the Purchase Agreement, for no consideration, to
"Buyer".
As used in this certificate, the term Buyer means, collectively, (i) NG 1601 (as to a
87.20%tenant in common interest), (ii) JBL 1601 Washington, LLC, a Delaware limited liability
company (as to an 8.86% tenant in common interest), and (iii) Review Avenue Miami LLC, a
Delaware limited liability company(as to a 3.94%tenant in common interest).
The Buyer will be managed and controlled by The Nightingale Group, LLC, a New York
limited liability company ("Nightingale") through its 100% ownership of NG 1601 Washington
Manager LLC, a Delaware limited liability company ("NG Manager"). At the closing of the
transaction contemplated by the Purchase Agreement, Buyer will own 100% of the leasehold
interests in the Ground Lease.
Page 1008 of 1191
The undersigned, being the duly elected, qualified and acting manager of The Nightingale
Group, LLC which is the manager of Buyer does hereby certify to Owner and Tenant the
following:
1. Neither Buyer nor Nightingale is a Foreign Instrumentality as such term is defined in the
Ground Lease.
2. Buyer is a Permitted Buyer as such term is defined in the Ground Lease.
3. Buyer meets or exceeds the criteria set forth in Section 10.3(c)(i) and Section 10.3(c)(A)-
(G)of the Ground Lease.
4. Attached as Exhibit A is a true, correct, and complete copy of the financial statement of
Nightingale, which is the principal of Buyer.
5. Attached as Exhibit B is a true, correct, and complete copy of the organizational chart of
Buyer.
6. The name and address of Buyer is: NG 1601 Washington Ave LLC, a Delaware limited
liability company, JBL 1601 Washington, LLC, a Delaware limited liability company,
and Review Avenue Miami LLC, a Delaware limited liability company, as tenants in
common., c/o The Nightingale Group, LLC, 1430 Broadway, Suite 1605, New York, New
York 10018.
7. The nature of the transaction contemplated by the Purchase Agreement is the sale to
Buyer of 100% of the leasehold interests in the Ground Lease currently held by Tenant
for the price of$80,025,000. Buyer will be obtaining financing in connection with the
acquisition of the leasehold interest in the amount of approximately $67,250,000. Prior
to the execution of the mortgage document, Buyer will submit the same to the Owner to
confirm that such mortgage is in compliance with the provisions of Section 11.2 of the
Ground Lease.
8. At the time of this certification, Buyer does not intend to replace the operator of the
Property and the existing Approved Operator shall remain in place at the closing of the
transaction contemplated under the Purchase Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 1009 of 1191
THE NIGHTINGALE GROUP, LLC.
a New York limited liability company
By: �{ t
Name: Elchonon Schwartz
Title: Manager
Page 1010 of 1191
Mai
THE NIGHTINGALE GROUP, LLC
BALANCE SHEET—FAIR MARKET VALUE
OCTOBER 31,2016
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Page 1011 of 1191
•
iIernath &Rosenberg, c.
EDCertified Public Accountants & Wealth Managers
James H.Bernath CPA/PFS,CFI)
\Icmbcr::\ICI}\,NYSSCPA
Jacob I.Rosenberg CPA/PFS,CFPJ'
Benjamin Berger CPA
INDEPENDENT ACCOUNTANTS' COMPILATION REPORT
Management is responsible for the accompanying balance sheet — fair market value of The
Nightingale Group, LLC as of October 31, 2016, and the related notes to the financial
statement. We have performed a compilation engagement in accordance with Statements on
Standards for Accounting and Review Services promulgated by the Accounting and Review
Services Committee of the AICPA. We did not audit or review the balance sheet — fair market
value, nor were we required to perform any procedures to verify the accuracy or completeness
of the information provided by management. Accordingly, we do not express an opinion, a
conclusion, nor provide any form of assurance on the financial statement.
The financial statement is presented at fair market value in accordance with the requirements
of the lease between 16th Street Partners, LLC and The City of Miami Beach, Florida dated
September 1, 1999 as amended on November 8, 2000, to demonstrate that the Nightingale
Group, LLC is a Permitted Buyer as defined in Section 10.3(c) of the lease, and is not intended
to be in accordance with accounting principles generally accepted in the United States of
America.
This report is intended solely for the information and use of The Nightingale Group, LLC and
The City of Miami Beach, Florida, and is not intended to be and should not be used by anyone
other than these specified parties.
The accompanying supplementary information contained in the schedule of equity in real
estate holdings - fair market value, schedule of equity in non-real estate holdings - fair market
value and calculation of fair market value of equity in real estate holdings are presented for
r, purposes of additional analysis and is not a required part of the basic financial statement. Such
information is the responsibility of management. The supplementary information was subject
to our compilation engagement, we have not audited or reviewed the supplementary
information and do not express an opinion, a conclusion, nor provide any form of assurance on
such information. 9
BERNATH & ROSENBERG, P.C.
Certified Public Accountants
New York, NY
November 22, 2016
1430 Broadway, 7th Floor • New York,NY 10018-3308 • Tel. 2 12.221.1140 • Fax.212.221.1944
www.bernathandrosenberg.com • josenberg@brwealth.com (securities related)
Tax Services • Attest Services • Wealth Mangy i1 i1E of B tiiness Succession • Trust&Estate Planning
THE NIGHTINGALE GROUP LLC
BALANCE SHEET- FAIR MARKET VALUE
OCTOBER 31, 2016
wA ASSETS
Cash $ 19,143,205
Due From Affiliates 520,509
Note Receivable 7,000,000
Equity in:
Real Estate Holding Companies 57,973,431
Non-Real Estate Holding Companies 9,383,825
TOTAL ASSETS $ 94,020,970
aim
LIABILITIES AND OWNERS' EQUITY
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Liabilities:
Due to Affiliates $ 19,232,718
Owners' Equity 74,788,252
TOTAL LIABILITIES AND OWNERS' EQUITY $ 94,020,970
FIR
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THE NIGHTINGALE GROUP, LLC
NOTES TO FINANCIAL STATEMENT
OCTOBER 31, 2016
NOTE 1 - FORMATION AND DESCRIPTION OF ACTIVITIES
The Nightingale Group, LLC (The "Company") was formed in 2005 in the State of New
York. The Company acquires high-potential commercial real estate, actualizes the full
cash-flowing and market value potential, and then manages the asset to ensure it
achieves its highest and best use for maximum internal rates of return.
REI
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The balance sheet of the Company has been prepared at fair market value as prescribed
by the requirements of the lease between 16th Street Partners, LLC and The City of
Miami Beach, Florida dated September 1, 1999 as amended on November 8, 2000, to
demonstrate that the Nightingale Group, LLC is a Permitted Buyer as defined in Section
10.3(c) of the lease.
NOTE 3—EQUITY HOLDINGS
Real Estate Holding Companies
The fair market value of the Company's Equity in Real Estate Holding Companies is
calculated as follows:
Each investment is valued at October 31, 2016 based on the estimated fair market value
of the property held, plus unrestricted cash and reserves, less - debt, investors' equity
'.' and outstanding preferred return owed to the investors. The sum is then multiplied by
the Company's profit sharing percentage. For investments in which the Company has
invested capital, the equity of the investment is increased by the value of the invested
capital.
Non-Real Estate Holding Companies
The Equity in Non-Real Estate Holding Companies consists primarily of a 99% equity
ownership in a property management company and a real estate brokerage and service
company.
The fair market value of the Company's Equity in Non-Real Estate Holding Companies is
calculated as follows:
Four times the net income plus cash and amounts due from affiliates, less liabilities, if
any.
See Independent Accountants'Compilation Report
Page 1014 of 1191
f N4
THE NIGHTINGALE GROUP, LLC
NOTES TO FINANCIAL STATEMENT
OCTOBER 31, 2016
NOTE 4—SUBSEQUENT EVENTS
The Company has evaluated subsequent events and transactions for potential
recognition or disclosure in the financial statement through November 22, 2016, the
day the financial statement were available to be issued.
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See Independent Accountant?Compilation Report
Page 1015 of 1191
7
SUPPLEMENTARY INFORMATION
7
7
Page 1016 of 1191
THE NIGHTINGALE GROUP,LLC
SCHEDULE OF EQUITY IN REAL ESTATE HOLDING COMPANIES-FAIR MARKET VALUE
OCTOBER 31,2016
Equity in Real Estate Holding Companies:
199 Keating Rd, Batesville, MS-50% $ 1,157,300
810 River Ave, Pittsburgh, PA- 25%
149 W.Hendry St., Hinesville,GA-25% 163,977
2115 Windsor Spring Rd,Augusta,GA- 25% 1,056,298
2117 Windsor Spring Rd.,Augusta,GA- 100% 750,000
2121 Windsor Spring Rd.,Augusta, GA-100% 500,000
"" 160 SW Malabar Rd., Palm Bay, FL-25% 988,012
158 West Ponce de Leon Ave, Decatur,GA- 15% 1,380,727
9701 Ford Avenue, Richmond Hill,GA-25% 372,528
w. 707 Virginia Street East,Charleston,WV-15% 1,619,165
134 Banks Crossing- Fayetteville,GA-15% 227,320
7800 US Hwy 17/92- Fern Park,FL- 15% 558,580
700 N. Main St.,Alpharetta,GA-15% 379,788
632 State Highway 9,Alpharetta,GA-15% 300,000
1100 Main St., Kansas City, MO-25% 2,598,775
2401 N.Atlantic Blvd.- Pompano Beach,FL-15% 512,502
525 Farmington Ave- Bristol,CT- 15% 328,952
1607 N Airline Hwy-Gonzales, LA- 15% 176,702
640 Sunburst Hwy-Cambridge, MD- 15% 223,754
460 N Hwy 67- Florissant, MO- 15% 428,190
12002 McCormick Rd,Jacksonville, FL-15% 22,086
One West Fourth Street,Winston-Salem NC-25% 1,017,009
100 Hartsfield Centre Pkwy,Atlanta,GA-20% 365,124
651 Nicollet Mall, Minneapolis, MN-25% 1,707,620
114+ 1500 Spring Garden St, Philadelphia, PA-15% 4,610,718
1419-1437 Spring Garden St., Philadelphia, PA-50% 4,322,520
2500 N.Atlantic Ave., Daytona Beach, FL-15% 998,868
100 Lincoln Rd., Miami Beach, FL-100% 19,702,278
1630 E 15th Street, Brooklyn, NY-20% 1,329,707
1715 E 13th Street,Brooklyn, NY-20% 3,396,860
211 North Pennsylvania St., Indianapolis, IN-36% -
1835 Market Street, Philadelphia, PA-25% -
'" 1635 Market Street, Philadelphia, PA-25% -
2675 S. Military Trail,West Palm Beach, FL-25% -
2605 S. Military Trail,West Palm Beach, FL-25% 277,380
645 Madison Ave., New York, NY-33% 2,000,000
20 E.46th St., New York,NY-30% 3,430,691
80 Park Plaza, Newark, NJ-10% 1,070,000
Total Equity in Real Estate Holding Companies: $ 57,973,431
See lndependeitaaat?aPs1 tlnpilation Report
THE NIGHTINGALE GROUP,LLC
SCHEDULE OF EQUITY IN NON-REAL ESTATE HOLDING COMPANIES-FAIR MARKET VALUE
mim OCTOBER 31,2016
Equity in Non-Real Estate Holding Companies:
Nightingale Properties, LLC $ 5,403,991
Nightingale Realty, LLC 3,979,834
Total Equity in Non-Real Estate Holding Companies: $ 9,383,825
See lndependerNetattUis1 dd?pilation Report
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