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Resolution 2021-31688 RESOLUTION NO. 2021-31688 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND ECONOMIC RESILIENCY COMMITTEE TO APPROVE THE TERM SHEET FOR AN AMENDMENT TO THE CITY'S LONG-TERM LEASE FOR THE HOLOCAUST MEMORIAL SITE, LOCATED AT 1933-1945 MERIDIAN AVENUE (THE "MEMORIAL"), WITH THE GREATER MIAMI JEWISH FEDERATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION (THE "FEDERATION"), TO EXTEND THE TERM OF THE EXISTING LEASE FOR AN ADDITIONAL TWENTY-ONE YEARS, AND TO EXPAND THE LEASED PREMISES TO INCLUDE THE ADJACENT MUNICIPAL PARKING LOT AT 775 19TH STREET (THE "ADDITIONAL PREMISES"), FOR THE SOLE PURPOSE OF PERMITTING THE FEDERATION, AT ITS SOLE COST AND EXPENSE, TO DEVELOP, CONSTRUCT, OPERATE, AND MAINTAIN A STATE OF THE ART HOLOCAUST MEMORIAL COMMUNITY LEARNING CENTER ON THE ADDITIONAL PREMISES, FOR THE PRESENTATION OF EXHIBITS, LECTURES AND OTHER INTERACTIVE PROGRAMMING THAT CONNECTS THE HOLOCAUST EXPERIENCE TO CONTEMPORARY CIVIC LIFE AND PROMOTES TOLERANCE, REMEMBRANCE AND GLOBAL HUMAN RIGHTS; AND FURTHER, DIRECTING THE ADMINISTRATION AND CITY ATTORNEY TO NEGOTIATE AND FINALIZE THE LEASE AMENDMENT, CONSISTENT WITH THE TERM SHEET, WITH THE LEASE AMENDMENT SUBJECT TO THE PRIOR APPROVAL OF THE MAYOR AND CITY COMMISSION AND FURTHER SUBJECT TO AND CONTINGENT UPON APPROVAL BY AT LEAST SIXTY PERCENT OF THE CITY'S VOTERS VOTING IN A CITY-WIDE REFERENDUM, IN ACCORDANCE WITH SECTION 1.03(B)(3) OF THE CITY CHARTER. WHEREAS, the City is the owner of the property located at 1933-1945 Meridian Avenue, the current site of the Holocaust Memorial ("Memorial"); and WHEREAS, on January 26, 2000, the City entered into a 99-year lease agreement with the Holocaust Memorial Committee, Inc. (the "Lease"), to operate and maintain the Holocaust Memorial located at 1933-1945 Meridian Avenue (the "Memorial"); and WHEREAS, on January 16, 2008, the Lease was assigned to the Greater Miami Jewish Federation, Inc. ("Federation") pursuant to Resolution No. 2008-26732; and WHEREAS, the Federation has successfully operated and maintained the Memorial since that time, and the Federation's existing Lease for the Memorial expires in 78-years, on March 8, 2099; and WHEREAS, the Memorial is dedicated to teaching and inspiring through Holocaust education, cultural programs and initiatives, visitations to the Memorial, and outreach to the community, and the goal of the Memorial is to illuminate the dangers of antisemitism, racism, persecution and other hatreds through the lens of the murder of 6 million Jews and others who perished during the Holocaust in Europe from 1939-1945; and WHEREAS, the Memorial is a solemn gathering place for our community, a symbol of strength that expresses the Holocaust through art and beauty, and the Memorial serves as a reminder for the future, encouraging visitors to learn about the Holocaust, remember and honor its victims and survivors, and confront issues of genocide, anti-Semitism, and unchecked, divisive movements grounded in hatred; and WHEREAS, there is no entrance fee to visit the Memorial, and all of its programming for the community is free to the general public, and the Memorial is open every day, including holidays; and WHEREAS, over the years, the Memorial has served as a focal point for Holocaust- related education efforts, serving thousands of schoolchildren, teachers, college students, and the City's residents and visitors; and WHEREAS, prior to the COVID-19 pandemic, the Memorial concluded the year with over 100,000 visitors, including more than 11,000 students from South Florida, primarily from Miami- Dade County, and this does not include the Memorial's robust social media, new initiatives for teachers, and materials that are widely distributed throughout the U.S.; and WHEREAS, although the visitor experience at the Memorial is impactful, the Memorial lacks facilities that would permit the presentation of changing exhibits, lectures and other programming and related activities, and, as a result, many local and regional visitors to the Memorial rarely visit the Memorial more than once; and WHEREAS, at the State of the City address on February 24, 2020, Mayor Gelber announced that he intended to sponsor a proposed transaction for a modest expansion of the Memorial, which would include the footprint for the adjacent parking lot at 775 19th Street, currently used as a surface parking lot with only 22 parking spaces (5 of which are already designated for the Memorial); and WHEREAS, the Federation has proposed an expansion of the existing Memorial site, and a corresponding modest extension of the existing Lease, to allow the Federation to expand the Memorial and develop a community center to activate the Holocaust Memorial through interactive experiences; and WHEREAS, the Federation has proposed that the current Lease for the Memorial be amended to include a portion of the City owned surface parking lot, adjacent to the Memorial, located at 775 19th Street, Miami Beach, equal to approximately 12,000 square feet ("Additional Premises"); and WHEREAS, the proposed transaction would be structured as an amendment to the existing Lease (the "Lease Amendment"), which would extend the term of the existing Lease for an additional 21 years, for a total term of 99-years from the effective date of the Lease Amendment, and include the Additional Premises as part of the Lease, for the sole purpose of providing the Federation with the ability to design, construct, operate and maintain.a cultural center at the Memorial, at the Federation's sole cost and expense; and 2 WHEREAS, the Federation's proposed term sheet is attached to the March 26, 2021 Finance and Economic Resiliency Committee Memorandum accompanying as Exhibit "A" (the "Term Sheet"), and as further set forth in the Term Sheet, the Lease Amendment would • Extend the term of the existing Lease for an additional 21 years (for a total term of 99 years from the effective date of the Lease Amendment); • Include the Additional Premises as part of the Lease; • Provide for the development of the Project at the Federation's sole cost and expense (with the development related terms set forth more fully below); • Specify that the use of the Additional Premises will be limited to a community center providing educational and cultural exhibits, events and programming compatible with and complementing the Memorial, as well as ancillary uses consisting of a gift pavilion for the sale of commemorative pictures and similar personal items, and a café serving light fare and not to exceed 1,000 square feet; • Require the Federation to accept the Additional Premises in its as-is condition, including without limitation, environmental condition; • Clarify that prior to commencement of construction, the City will have the right to continue to use the Additional Premises as a surface parking lot; • Indemnify the City for losses in connection with any lawsuit challenging the validity of the Lease Amendment, any governmental approvals, or the failure of the Federation to complete construction in accordance with the Lease Amendment; • Provide each party with termination rights. Specifically, the Federation will have the right to terminate the Lease Amendment for convenience prior to issuance of the building permit for the Project. The City will have the right to terminate the Lease Amendment as a result of any default by the Federation, including failure to satisfy the conditions precedent to commencement of construction and/or achieve the outside dates for commencement of construction and completion of construction; • The annual rent for the entire leased premises under the existing Lease would remain unchanged at the current annual rent of$10.00. In addition, the City and the Federation do not intend to modify the terms of the existing Lease, except as may be necessary to accommodate the Project; and WHEREAS, the proposed cultural center would consist of approximately 7,000 square feet for learning and education space, exhibition space (both temporary and permanent), performance space and outdoor landscaped areas (collectively, the "Project"), and Project is intended to activate the Memorial through interactive and other programming to reach broader audiences by educating students and the public about tolerance, human rights and the need for global understanding and community; and WHEREAS, the Federation's obligations with respect to development and construction of the Project will be set forth in the Lease Amendment, and the City Commission shall approve the concept plan design of the Project as part of its approval of the Lease Amendment; and WHEREAS, the Project will not require any funding to be provided by the City, and does not contemplate changing any of the terms of the existing Lease, except as provided in the Terms Sheet; and 3 WHEREAS, pursuant to Section 82-37 of the City Code, the Lease Amendment would require two readings before the City Commission,with the second reading being a public hearing, and the Lease Amendment would require the waiver of competitive bidding and the appraisal requirement under Section 82-39 of the City Code, on a 5/7ths vote of the City Commission; and WHEREAS, pursuant to Section 1.03(b)(3) of the City Charter, which requires voter referendum approval for the sale or lease of ten years or more of certain City-owned property located in the Civic and Convention Center District(the "CCC District"), including, specifically, all City-owned surface parking lots located in the CCC District, the Lease Amendment will require approval by sixty(60%)of the voters voting in a Citywide referendum; and WHEREAS, at the March 26, 2021 Finance and Economic Resiliency Committee, following a presentation by the Federation of the proposed Memorial expansion and Lease Amendment, the members of the Committee unanimously recommended that the City Commission approve a Lease Amendment consistent with the Term Sheet. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, hereby accepts the recommendation of the City's Finance and Economic Resiliency Committee to approve the Term Sheet for an amendment to the City's long-term lease for the Holocaust Memorial Site, located at 1933-1945 Meridian Avenue (the "Memorial"), with the Greater Miami Jewish Federation, Inc., a Florida not-for-profit corporation (the "Federation"), to extend the term of the existing lease for an additional twenty-one years, and to expand the leased premises to include the adjacent municipal parking lot at 775 19th street (the "Additional Premises"), for the sole purpose or permitting the Federation, at its sole cost and expense, to develop, construct operate, and maintain a state of the art Holocaust Memorial Community Learning Center on the Additional Premises, for the presentation of exhibits, lectures and other interactive programming that connects the Holocaust experience to contemporary civic life and promotes tolerance, remembrance and global human rights; and further, directing the Administration and City Attorney to negotiate and finalize the lease amendment, consistent with the Term Sheet, with the Lease Amendment subject to the prior approval of the Mayor and City Commission and further subject to and contingent upon approval by at least sixty percent of the City's voters voting in a city-wide referendum, in accordance with Section 1.03(b)(3) of the City Charter. PASSED and ADOPTED this .2/ day of April 2021. ATTEST: Dan Gelber,lber,7-g APPROVED AS TO If ha/Ls:1u ?- 4; cy� FORM& LANGUAGE s, & FOR EXECUTION Rafael E. Granado, City Clerk % 11iCORPORdTED hh CH.,° "` Ctly Attorney Date 4 Resolutions - R7 B - MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Raul J.Aguila, Interim City Manager DATE: April 21, 2021 11:00 a.m. SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND ECONOMIC RESILIENCY COMMITTEE TO APPROVE THE TERM SHEET FOR AN AMENDMENT TO THE CITY'S LONG-TERM LEASE FOR THE HOLOCAUST MEMORIAL SITE, LOCATED AT 1933-1945 MERIDIAN AVENUE (THE "MEMORIAL"), WITH THE GREATER MIAMI JEWISH FEDERATION, INC., A FLORIDA NOT-FOR- PROFIT CORPORATION (THE "FEDERATION"), TO EXTEND THE TERM OF THE EXISTING LEASE FOR AN ADDITIONAL TWENTY-ONE YEARS, AND TO EXPAND THE LEASED PREMISES TO INCLUDE THE ADJACENT MUNICIPAL PARKING LOT AT 775 19TH STREET (THE "ADDITIONAL PREMISES"), FOR THE SOLE PURPOSE OF PERMITTING THE FEDERATION, AT ITS SOLE COST AND EXPENSE, TO DEVELOP, CONSTRUCT, OPERATE, AND MAINTAIN A STATE OF THE ART HOLOCAUST MEMORIAL COMMUNITY LEARNING CENTER ON THE ADDITIONAL PREMISES, FOR THE PRESENTATION OF EXHIBITS, LECTURES AND OTHER INTERACTIVE PROGRAMMING THAT CONNECTS THE HOLOCAUST EXPERIENCE TO CONTEMPORARY CIVIC LIFE AND PROMOTES TOLERANCE, REMEMBRANCE AND GLOBAL HUMAN RIGHTS; AND FURTHER, DIRECTING THE ADMINISTRATION AND CITY ATTORNEY TO NEGOTIATE AND FINALIZE THE LEASE AMENDMENT, CONSISTENT WITH THE TERM SHEET, WITH THE LEASE AMENDMENT SUBJECT TO THE PRIOR APPROVAL OF THE MAYOR AND CITY COMMISSION AND FURTHER SUBJECT TO AND CONTINGENT UPON APPROVAL BY AT LEAST SIXTY PERCENT OF THE CITY'S VOTERS VOTING IN A CITY-WIDE REFERENDUM, IN ACCORDANCE WITH SECTION 1.03(B)(3) OF THE CITY CHARTER. SUPPORTING SURVEY DATA N/A Applicable Area South Beach Page 495 of 2709 Is this a"Residents Right Does this item utilize G.O. to Know" item, pursuant to Bond Funds? City Code Section 2-14? Yes No Legislative Tracking Office of the City Manager ATTACHMENTS: Description o Memo o Exhibit A-Term Sheet o Resolution Page 496 of 2709 S, jp i'i) E f €£ _ { �, R / 1 — d 4_ Y 1 1 J 1 1 �., City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMITTEE MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Raul J. Aguila, Interim City Manager DATE: April 21, 2021 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND ECONOMIC RESILIENCY COMMITTEE TO APPROVE THE TERM SHEET FOR AN AMENDMENT TO THE CITY'S LONG-TERM LEASE FOR THE HOLOCAUST MEMORIAL SITE, LOCATED AT 1933-1945 MERIDIAN AVENUE (THE "MEMORIAL"), WITH THE GREATER MIAMI JEWISH FEDERATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION (THE "FEDERATION"), TO EXTEND THE TERM OF THE EXISTING LEASE FOR AN ADDITIONAL TWENTY-ONE YEARS,AND TO EXPAND THE LEASED PREMISES TO INCLUDE THE ADJACENT MUNICIPAL PARKING LOT AT 775 19TH STREET (THE "ADDITIONAL PREMISES"), FOR THE SOLE PURPOSE OF PERMITTING THE FEDERATION,AT ITS SOLE COST AND EXPENSE, TO DEVELOP, CONSTRUCT, OPERATE, AND MAINTAIN A STATE OF THE ART HOLOCAUST MEMORIAL COMMUNITY LEARNING CENTER ON THE ADDITIONAL PREMISES, FOR THE PRESENTATION OF EXHIBITS, LECTURES AND OTHER INTERACTIVE PROGRAMMING THAT CONNECTS THE HOLOCAUST EXPERIENCE TO CONTEMPORARY CIVIC LIFE AND PROMOTES TOLERANCE, REMEMBRANCE AND GLOBAL HUMAN RIGHTS; AND FURTHER, DIRECTING THE ADMINISTRATION AND CITY ATTORNEY TO NEGOTIATE AND FINALIZE THE LEASE AMENDMENT, CONSISTENT WITH THE TERM SHEET,WITH THE LEASE AMENDMENT SUBJECT TO THE PRIOR APPROVAL OF THE MAYOR AND CITY COMMISSION AND FURTHER SUBJECT TO AND CONTINGENT UPON APPROVAL BY AT LEAST SIXTY PERCENT OF THE CITY'S VOTERS VOTING IN A CITY-WIDE REFERENDUM, IN ACCORDANCE WITH SECTION 1.03(B)(3) OF THE CITY CHARTER BACKGROUND The City is the owner of the property located at 1933-1945 Meridian Avenue, the current site of the Holocaust Memorial ("Memorial"). On January 26, 2000, the City entered into a 99 year lease agreement with the Holocaust Memorial Committee, Inc. (the"Lease"), to operate and maintain the Holocaust Memorial located Page 497 of 2709 at 1933-1945 Meridian Avenue (the"Memorial"),which Lease was assigned to the Greater Miami Jewish Federation, Inc. ("Federation"), on January 16, 2008, pursuant to Resolution No. 2008- 26732. The Federation has successfully operated and maintained the Memorial since that time. Importantly, the Federation's existing Lease for the Memorial expires in 78 years, on March 8, 2099. The Memorial is dedicated to teaching and inspiring through Holocaust education, cultural programs and initiatives, visitations to the Memorial, and outreach to the community. The goal of the Memorial is to illuminate the dangers of antisemitism, racism, persecution and other hatreds through the lens of the murder of 6 million Jews and others who perished during the Holocaust in Europe from 1939-1945. The Memorial is a solemn gathering place for our community, a symbol of strength that expresses the Holocaust through art and beauty. The Memorial serves as a reminder for the future, encouraging visitors to learn about the Holocaust, remember and honor its victims and survivors, and confront issues of genocide, anti-Semitism, and unchecked, divisive movements grounded in hatred. There is no entrance fee to visit the Memorial, and all of its programming for the community is free to the general public. The Memorial is open every day, including holidays. Over the years,the Memorial has conducted significant educational programming for students. A visit to the Memorial for students centers on the experience of our community's Holocaust survivors. After viewing the Memorial's Emmy award winning movie, students meet with a Holocaust survivor to hear of their experience, what life was like before and during the war, and how hatred of a particular group can grow into something extremely dangerous and catastrophic. Over the years, the Memorial has served as a focal point for Holocaust-related education efforts, serving thousands of schoolchildren, teachers, college students, and the City's residents and visitors. Prior to the COVID-19 pandemic, the Memorial concluded the year with over 100,000 visitors, including more than 11,000 students from South Florida, primarily from Miami-Dade County.This does not include the Memorial's robust social media, new initiatives for teachers, and materials that are widely distributed throughout the U.S. OVERVIEW OF THE PROPOSED HOLOCAUST PROJECT Although the visitor experience at the Memorial is impactful, the Memorial lacks facilities that would permit the presentation of changing exhibits, lectures and other programming and related activities. As a result, many local and regional visitors to the Memorial rarely visit the Memorial more than once. At the State of the City address on February 24,2020, Mayor Gelber announced that he intended to sponsor a proposed transaction for a modest expansion of the Memorial, which would include the footprint for the adjacent parking lot at 775 19th Street, currently used as a surface parking lot with only 22 parking spaces (5 of which are already designated for the Memorial). The Federation has proposed an expansion of the existing Memorial site, and a corresponding modest extension of the existing Lease, to allow the Federation to expand the Memorial and develop a community center to activate the Holocaust Memorial through interactive experiences. The Federation has proposed that the current Lease for the Memorial be amended to include a portion of the City owned surface parking lot, adjacent to the Memorial, located at 77519th Street, Miami Beach, equal to approximately 12,000 square feet("Additional Premises"). Page 498 of 2709 The proposed transaction would be structured as an amendment to the existing Lease(the"Lease Amendment"), which would extend the term of the existing Lease for an additional 21 years,for a total term of 99 years from the effective date of the Lease Amendment, include the Additional Premises as part of the Lease, for the sole purpose of providing the Federation with the ability to design, construct, operate and maintain a cultural center at the Memorial, at the Federation's sole cost and expense, as further described below. The proposed cultural center would consist of approximately 7,000 square feet for learning and education space, exhibition space (both temporary and permanent), performance space and outdoor landscaped areas (collectively, the "Project"). The Project is intended to activate the Memorial through interactive and other programming to reach broader audiences by educating students and the public about tolerance, human rights and the need for global understanding and community. The proposed transaction does not contemplate any amendments to the City's Comprehensive Plan or Land Development Regulations pertaining to height, floor area, or allowable uses. In addition, the Project will not require any funding to be provided by the City, and does not contemplate changing any of the terms of the existing Lease. THE APPROVALS REQUIRED FOR THE PROJECT City Commission Approval. Pursuant to Section 82-37 of the City Code, the Lease Amendment would require two readings before the City Commission, with the second reading being a public hearing. The Lease Amendment would require the waiver of competitive bidding and the appraisal requirement under Section 82-39 of the City Code, on a 5/7ths vote of the City Commission. The Administration strongly recommends the foregoing waivers, as the Federation holds the existing Lease for the next 78 years and is the only party who could develop the Project in a manner which could be integrated with the Memorial itself. In addition, such waivers would be consistent with prior waivers the City has granted to not-for-profit entities in other leases or management agreements, as the purpose of the proposed transaction is to promote charitable and educational interests, for the benefit of the general public. Voter Referendum Requirement. Pursuant to Section 1.03(b)(3) of the City Charter, which requires voter referendum approval for the sale or lease of ten years or more of certain City- owned property located in the Civic and Convention Center District(the"CCC District"), including, specifically, all City-owned surface parking lots located in the CCC District, the Lease Amendment will require approval by sixty (60%) of the voters voting in a Citywide referendum. THE LEASE AMENDMENT AND DEVELOPMENT OF THE PROJECT Term Sheet. The Federation's proposed term sheet is attached hereto as Exhibit"A". The terms for the Lease Amendment and the development of the Project are outlined below. The Lease Amendment. As the lessee under the Lease Amendment, the Federation would be responsible for the development, design and construction of the entire Project at the Federation's sole cost and expense. Subject to and contingent upon voter referendum approval, the Lease Amendment would: Page 499 of 2709 • Extend the term of the existing Lease for an additional 21 years (for a total term of 99 years from the effective date of the Lease Amendment); • Include the Additional Premises as part of the Lease; • Provide for the development of the Project at the Federation's sole cost and expense (with the development related terms set forth more fully below); • Specify that the use of the Additional Premises will be limited to a community center providing educational and cultural exhibits, events and programming compatible with and complementing the Memorial, as well as ancillary uses consisting of a gift pavilion for the sale of commemorative pictures and similar personal items, and a café serving light fare and not to exceed 1,000 square feet. • Require the Federation to accept the Additional Premises in its as-is condition, including without limitation, environmental condition. • Clarify that prior to commencement of construction, the City will have the right to continue to use the Additional Premises as a surface parking lot. • Indemnify the City for losses in connection with any lawsuit challenging the validity of the Lease Amendment, any governmental approvals, or the failure of the Federation to complete construction in accordance with the Lease Amendment. • Provide each party with termination rights. Specifically, the Federation will have the right to terminate the Lease Amendment for convenience prior to issuance of the building permit for the Project. The City will have the right to terminate the Lease Amendment as a result of any default by the Federation, including failure to satisfy the conditions precedent to commencement of construction and/or achieve the outside dates for commencement of construction and completion of construction. • The annual rent for the entire leased premises under the existing Lease would remain unchanged at the current annual rent of$10.00. In addition, the City and the Federation do not intend to modify the terms of the existing Lease, except as may be necessary to accommodate the Project. Development of the Protect. The Federation's obligations with respect to development and construction of the Project will be incorporated into the Lease Amendment. The City Commission shall approve the concept plan design of the Project as part of its approval of the Lease Amendment. The Federation's possession of the Additional Premises and commencement of construction will be subject to the satisfaction of certain conditions, including (1)approval by the City's Design Review Board ("DRB"); (2)delivery of acceptable payment and performance bonds naming the City as a co-obligee; (3) delivery of a budget for the costs of construction; (4) City's approval of the general contractor/design builder for the Project; (5) delivery of the general Page 500 of 2709 construction contract with the approved general contractor/design builder; and (6) the City's receipt of satisfactory evidence that the Federation has sufficient funds to build the Project. The Federation also agrees to establish certain Project milestones, including target dates for DRB Approval, commencement of construction and completion of construction and outside dates for commencement of construction and completion of construction (which the parties continue to discuss as of the date of this Memorandum). Following any termination for default by the City after commencement of construction, the Federation will restore the Additional Premises to the condition existing prior to execution of the Lease Amendment so that the Additional Premises may be fully utilized by the City as a surface parking lot and the Federation shall reimburse the City for any losses it may suffer as a result of the Federation's failure to complete construction. Project Milestones Target Date for DRB Approval 24 months after the Effective Date (plus 1 month to exhaust all appeals) Target Date for issuance of final building 24 months after DRB Approval permit and commencement of construction Target date for completion of construction 24 months after commencement of and issuance of TCO construction Reimbursement of City Expenses. In furtherance of the Federation's commitment that the City will not be required to provide funding for the Project, the Federation has signed a reimbursement agreement with the City, and has agreed to reimburse the City for its out of pocket costs and expenses in connection with the due diligence and negotiation of the proposed Lease Amendment, including parking bond consulting fees,outside counsel, surveys,and other reviews, as may be reasonably required by the City. CONCLUSION The Administration recommends that the City Commission approve the term sheet, recommend that the City Administration draft a Lease Amendment, consistent with the term sheet and bring the lease to Commission for first reading. As set forth above, if the proposed transaction is approved by the City Commission, the Lease Amendment will require, and be subject to and contingent upon, approval by 60% of the voters voting in a City-wide referendum. Attachments Exhibit A: Draft Term Sheet Page 501 of 2709 Holocaust Memorial Community Learning Center Lease Extension and Expansion Proposed Term Sheet March_,2021 1. Overview of Transaction Structure and Project: a. The City of Miami Beach, Florida (the "City") and Greater Miami Jewish Federation, Inc., as lessee("Federation") are parties to that certain ninety-nine(99) year Holocaust Memorial Lease, dated as of March 8, 2000, by and between the City, as lessor,and the Holocaust Memorial Committee, Inc., a Florida corporation not for profit,as lessee("Original Lessee")as amended by that certain Amendment No. 1 to the Lease Agreement dated as of July 20, 2010, as assigned by Original Lessee to the Federation pursuant to that certain Assignment of Lease dated as of March 14, 2008 (collectively, the "Existing Lease") for the operation and maintenance of the Holocaust Memorial (the "Memorial") located at 1933-45 Meridian Avenue,Miami Beach, Florida. b. The City owns a surface parking lot located at 775 19th Street,Miami Beach,which is adjacent and contiguous to the Memorial and contains twenty-two (22) surface parking spaces, five (5) of which are designated for use by the Memorial. The Federation wishes to lease the parking lot from the City for the purposes described in Section 1.d. below. c. The transaction will be structured as an amendment to the Existing Lease. The Federation has requested that the City amend the Existing Lease to extend the lease term for an additional twenty-one (21) years for a total lease term of ninety-nine (99)years from the effective date of the lease amendment and to expand the leased premises to include approximately twelve thousand(12,000)additional square feet of space adjacent to the Memorial (the"Additional Premises"), on which the City- owned surface parking lot is located and on which the Federation intends to develop the Project (as defined herein) (collectively, the "Lease Amendment" and the Existing Lease, as amended by the Lease Amendment, is the"Lease"). d. The Federation, at its sole cost and expense, intends to develop, construct, operate and maintain within the Additional Premises a community learning center consisting of approximately seven thousand(7,000)square feet of enclosed,"under air" space for learning and education space, exhibition space (both temporary and permanent) and performance space and outdoor landscaped areas (collectively,the "Project") to activate the Memorial through interactive and other programming to reach broader audiences by educating students and the public about tolerance, human rights and the need for global understanding and community. If realized, the Project would be sited directly across from the City's PRIDE Park and would serve to promote the City of Miami Beach as a destination not only for convention Page 1 of 6 Page 502 of 2709 guests and tourists but as a community which places value on civic engagement, education and culture. e. The Lease Amendment shall be subject to,and comply with,Chapter 82,Article II, Sections 82-36 through 82-40 of the City Code, and requires approval by sixty percent (60%) of the voters voting in a Citywide referendum pursuant to Section 1.03(b)(3)of the City Charter(the"Referendum"). 2. Lease Amendment: a. Term: The term of the Existing Lease currently expires on March 7, 2099. The Lease Amendment will extend the term of the Lease of the existing premises under the Existing Lease and the Additional Premises to expire ninety-nine (99) years after the effective date of the Lease Amendment. If the Referendum is successful, the effective date of the Lease Amendment shall occur upon execution of the Lease Amendment by the parties,approval thereof by the City Commission in accordance with City Code and adoption by the City Commission of a resolution accepting the certification of the official results of the successful Referendum. b. Annual Rent: Consistent with the Existing Lease, the annual rent will remain at Ten Dollars ($10.00)lyear for the entire leased premises. c. Use: The Additional Premises will be used by the Federation solely and exclusively as an educational center to provide educational and cultural exhibits, events and programming compatible with and complementing the Memorial and the ancillary uses set forth below and for no other purposes or uses whatsoever. The permitted ancillary uses shall be limited to a gift pavilion for the sale of commemoratives, pictures and other like items of personal property and a café not to exceed one thousand(1,000) square feet serving light fare. No other uses or purposes shall be permitted. d. No Additional Amendments: Except as set forth herein or otherwise reasonably necessary in connection with the Project, the parties do not intend to modify the terms of the Existing Lease. • 3. The Project: a. City Commission shall approve a concept plan design of the Project as part of its approval of the Lease Amendment(the"Concept Plan"). The Concept Plan will be included as an exhibit to the Lease Amendment. b. The term of the Federation's possession of the Additional Premises shall commence immediately following, and commencement of construction shall be subject to,the Federation's satisfaction of certain conditions reasonably determined by the City and to be further described in the Lease Amendment, including without limitation, the following: (i) Required Approvals, as further described below; Page 2 of 6 Page 503 of 2709 (ii) The Federation's delivery to the City of payment and performance bonds in form and substance reasonably acceptable to the City and naming City as co-obligee; (iii) The Federation's delivery to the City of a budget reflecting the costs to complete construction of the Project in accordance with the Lease Amendment; (iv) City's approval of the general contractor/design builder for the Project,with such approval not to be unreasonably withheld so long as the contractor has bonding capacity in excess of$25 million and has successfully completed at least two projects of similar size and scope within the last five(5)years; (v) The Federation's delivery to the City of the fully executed general construction contract for the Project with the approved general contractor/design builder reflecting a guaranteed maximum price that does exceed the costs set forth in the budget; and (vi) The Federation's delivery to the City of evidence satisfactory to the City that the Federation has sufficient funds to complete construction of the Project in accordance with the budget and the Lease Amendment. c. Promptly following the Federation's satisfaction of the conditions to possession of the Additional Premises,the Federation shall commence construction of the Project and thereafter, diligently and continuously pursue completion of the Project in accordance with the Lease Amendment and all applicable laws. d. Prior to the Federation's satisfaction of the conditions to possession of the Additional Premises and commencement of construction of the Project, the City shall have the right to use the Additional Premises as a surface parking lot. 4. Project Approvals and Milestones: a. Zoning: No changes to the existing zoning of the Additional Premises are contemplated in connection with the Project. b. Required Approvals: (i) The City Commission shall have approved the Concept Plan as part of the Lease Agreement described above. (ii) The City Manager shall have approved the proposed plans and specifications,which approval will not be unreasonably withheld or delayed provided such proposed plans and specifications conform to the approved Concept Plan. Any[material] [Parties continuing to discuss]modifications to the approved Concept Plan must be approved by the City Commission, in its [sole] [reasonable] [Parties continuing to discuss] discretion. Page 3 of 6 Page 504 of 2709 (iii) The Federation,at its sole cost,is responsible for obtaining all governmental approvals for the design, development and construction of the Project, including without limitation, Design Review Board ("DRB") approval. Promptly following the City Manager's approval of the proposed plans and specifications (the "Approved Plans"), the Federation shall submit the Approved Plans to DRB for approval and thereafter diligently pursue such approval. To the extent DRB requires any revisions to the Approved Plans that do not conform to the approved Concept Plan, such revisions shall be subject to the City Commission's approval in its sole discretion. c. Project Milestones: (i) Target Date for DRB Approval: within twenty-four(24) months after the Effective Date (plus 1 month to exhaust all appeals); (ii) Target Date for issuance of final building permit and commencement of construction of the Project: twenty-four(24)months after DRB Approval; (iii)[Outside date for issuance of final building permit and commencement of construction of the Project: [ ] months after DRB Approval;] [Parties continuing to discuss] (iv)Target date for completion of construction and issuance of TCO for the Project: thirty-six (36) months after commencement of construction; (v) [Outside date for completion of construction and issuance of TCO for the Project: [ ] months after commencement of construction;] [Parties continuing to discuss] (vi)Such other development milestones as the parties may mutually agree to be set forth in the Lease Amendment. The Project milestones will be subject to reasonable extension for unavoidable delays and force majeure events as further described in the Lease Amendment. 5. Project Costs and Financing: a. The Federation, at its sole cost, shall be responsible for all costs and expenses in connection with the development, construction, completion, operation and maintenance of the Project, including demolition of any existing improvements on the Additional Premises, including asphalt paving. b. The Federation shall self-fund the Project and shall not obtain any third party financing. c. The City is not and shall not be required to provide any funding or financing for the Project, including without limitation, any tax credits and/or subsidies. 6. Condition of Property/Environmental Page 4 of 6 Page 505 of 2709 a. The Federation accepts the Additional Premises in their AS IS, WHERE IS, and WITH ALL FAULTS condition, including without limitation, environmental condition, and all latent or patent defects, without any representation or warranty of any kind, express or implied, or arising by operation of law. b. The City will provide any environmental reports in the City's possession for the Additional Premises. 7. Termination Rights: a. The Federation may terminate the Lease Amendment for convenience at any time prior to issuance of the building permit for the Project. b. The City will not have the right to terminate the Lease Amendment for convenience. City will have the right to terminate the Lease Amendment as a result of any default by the Federation as further described herein and in the Lease Amendment. 8. Other: a. Legal Description and Parking Analysis: The Additional Premises shall be surveyed and a legal description created by a licensed surveyor approved by the City. The Federation acknowledges that the lease of the Additional Premises shall be subject to the City's receipt of a parking bond covenant analysis acceptable to the City and performed by a parking consultant approved by the City. The Federation shall pay the costs of such survey and parking analysis. b. Naming Rights: Naming rights for the exterior of the Additional Premises and any significant interior areas (e.g., any auditorium or exhibit hall) shall require City Commission approval, which shall not be unreasonably withheld. c. Parking: Offsite parking arrangements for the Project to be mutually agreed by the parties and memorialized in the Lease Amendment and further documentation to be mutually agreed by the parties. d. Excluded Area: The Additional Premises will not include a portion of the existing surface parking lot of approximately[thirty(30)] [fifteen(15)] [Parties continuing to discuss] feet in width along the Eastern boundary of the Additional Premises which excluded area will be retained by the City and used for access and utility purposes. e. Transfers: Consistent with the Existing Lease, the Federation shall not sublease, assign or otherwise transfer any of its interests in the Additional Premises or permit any change in the not for profit status of the Federation or any transfer of any of the direct or indirect ownership interests of the Federation during the term of the Lease without prior written approval by the City,which may be granted or withheld in the City's sole discretion. Page 5 of 6 Page 506 of 2709 f. Default: The Federation shall be in default of the Lease Amendment if the Federation fails to comply with the Lease Amendment, including, without limitation,failure to satisfy conditions to possession of the Additional Premises and • construction prior to commencement of construction and failure to satisfy the [Outside Dates for] [Parties continuing to discuss]Project milestones;unpermitted transfers. City's remedies for the Federation's default under the Lease Amendment will include, without limitation, termination of the Lease Amendment. In connection with any such termination following the commencement of construction, the Federation shall to restore the Additional Premises to the condition existing prior to the execution of the Lease Amendment so that the Additional Premises may be fully utilized by the City as a surface parking lot and the Federation shall reimburse the City for any Iosses or damages suffered as a result of the Federation's failure to complete construction in accordance with the Lease Amendment,to be further described in the Lease Amendment. In connection with certain defaults for failure to meet Project milestones, in lieu of termination, City may agree to accept payment of liquidated damages by the Federation for a specified period before exercising its right to terminate the Lease Amendment as a result of such defaults. Such liquidated damages shall be reasonably determined by the City and further described in the Lease Amendment. g. Indemnity: The Federation will indemnify, hold harmless and defend the City for any claims, losses, damages, liabilities, fees, costs and expenses (including reasonable attorneys' fees, costs and expenses) in connection with any lawsuit challenging the validity of the Lease Amendment, any governmental approvals of the Project and/or the failure of the Federation to complete construction in accordance with the Lease Amendment, each at the Federation's sole cost and expense and using legal counsel reasonably acceptable to the City. The foregoing indemnity will survive the expiration or earlier termination of the Lease Amendment. h. Reimbursement: The Federation agrees to reimburse the City for, or at City's option, pay directly, on a monthly basis, all out of pocket costs and expenses incurred by the City in connection with the due diligence and negotiation of the proposed amendment to the Lease and development of the Project, including fees for the City's parking rate consultant analysis; the City's outside counsel and paralegal fees; and any surveys, environmental assessments (if any),title searches, and other reviews engaged by the City,all as further described in the reimbursement agreement between the parties. Page 6 of 6 Page 507 of 2709