R9O-Discuss Term Sheet And Reso For Purchase And Sale Agmt - 226 87th Terr -Wog MIAMIBEACH
OFFICE OF THE MAYOR AND COMMISSION
To: Jimmy Moroles, City Monoger
From: Jonoh Wolfson, Commissioner
Dote: April 30, 2O14
MEMORANDUM
Re:
Pleose ploce on the Moy 6, 2O15 Commission Discussion Agendo:
Discussion regording the term sheet ond resolution for the purchose ond sole ogreement for
226 B7'h Terroce.
Pleose feel free to contoct my Aide, Brett Cummins ot x6437, if you hove ony questions.
JW
We ore commilted lo providing excellent public servtce ond sofely lo oll who live work ond ploy in our vibronf , lroptcol. hisloric Agenda ltem R e O
oate F6-l(769
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE GITY OF MIAMI
BEACH, APPROVING THE TERM SHEET ATTAGHED AND INCORPORATED AS
EXHIBIT "A" TO THIS RESOLUTION, AND AUTHORIZING THE GITY ATTORNEY'S
OFFICE TO NEGOTIATE A PURCHASE AND SALE AGREEMENT (PSA) BETWEEN
THE CIT,Y AND 8701 COLLTNS DEVELOPMENT, LLC ("8701") FOR THE SALE OF
THE CITY PROPERTY LOCATED AT 226 87 STREET TO 8701 (CtTy PARCEL),
AND TO DEVELOP BOTH THE CrTY PARCEL AND 7925 COLLTNS AVENUE (THE
"8701 PARCEL") UNDER A UNIFIED DEVELOPMENT PROJECT (THE
"PROJECT"); WHICH PSA WILL INCLUDE THE DESlcN, DEVELOPMENT AND
CONSTRUCTION OF THE PROJEGT, AT 8701'S SOLE COST AND EXPENSE, A
MAIN USE PARKTNG GARAGE, WHTCH SHALL TNCLUDE (t) COMMERCTAL USES
SUCH AS SPA, RESTAURANTS, AND SIMILAR USES; (II) ONE OR MORE LEVELS
OF PARKING GARAGE DIRECTLY ABOVE THE FIRST FLOOR, INCLUDING
MECHANICAL PARKING ELEMENTS WITH VALET SERVICE; (EXCEPT FOR THE
GITY UNIT); (lll) APPROXIMATELY 12,000 SQUARE FEET OF RETAIL ON THE
FIRST FLOOR; AND (!V) A CITY MUNICIPAL PARKING CONDOMINIUM UNIT (THE
"clTY uNtT") oF 75 PARKTNG SPACES WHTCH MAy BE LOCATED tN THE
BASEMENT; AND PURSUANT TO SECTION 82-37 OF THE CITY CODE,
DIRECTING THE CITY MANAGER TO TRANSMIT THE TERM SHEET AND DRAFT
PSA TO THE FINANCE AND CITYWIDE PROJECTS COMMITTEE FOR REVIEW
PRIOR TO CITY COMMISSION FINAL APPROVAL OF THE PSA; AND THE TERM
SHEET AND DRAFT PSA SHALL ALSO BE REVIEWED BY THE PLANNING
BOARD AS REQUTRED By SEGTION 1.03(BX4) OF THE CtTy CHARTER.
WHEREAS,8701 Collins Development, LLC ('8701') is owner of that certain parcel
of land located at 7925 Collins Avenue, Miami Beach, Florida (Folio # 02-3202-006-0420),
which is approximately 15,312 sq. ft. in size (8701 Parcel); and
WHEREAS, the City of Miami Beach (City) is the owner of that certain
parcel of land located at 226 87th Terrace, Miami Beach, Florida (Folio #02-3202-006-0430),
which is approximately 15,313 Sq. Ft. in size (City Parcel); and
WHEREAS, the City's Parcel is north of and adjacent to 8701's Parcel; and together, the
Parcels, are herein referred to collectively as the "Property;" and
WHEREAS, the two adjoining parcels are proposed to be developed as a unified
development site; and
WHEREAS, the City and 8701 have negotiated a Term Sheet, attached and
incorporated as Exhibit "A" hereto, setting forth material business terms, for 8701 to develop
and construct a main use parking garage on the Property, hereinafter to be called the "Project",
which shall include (i) commercial uses such as spa, restaurants, and similar uses; (ii) one or
more levels of parking garage directly above the first floor, including mechanical parking
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elements with valet service; (except for the City Unit); (iii) approximately 12,000 square feet of
retail on the first floor; and (iv) a City municipal parking condominium unit (the "City Unit") which
may be located in the basement. The Project will be subject to a declaration of condominium
delineating the City Unit from the rest of the Project; and
WHEREAS, the final cost for developing the City's Unit ("Final Cost"), shall be compared
to the appraised value of the City's Parcel, adjusted for inflation. ln the event that the Final Cost
exceeds the appraised value of the City's Parcel, 8701 shall be solely responsible for any and all
overages. ln the event that the Final Cost for the City Unit is less than the appraised value of
City's Parcel, then 8701 shall promptly pay the City the difference. ln no event, however, shall
the City be responsible for any additional payment to 8701 for the design, development and
construction of the City Unit; and
WHEREAS, the parties have agreed to the attached Term Sheet, which document is
attached hereto as Exhibit "A", and is incorporated by reference herein; and
WHEREAS, the Mayor and City Commission hereby approve the attached Term Sheet,
and authorize the City Attorney's Office to negotiate a Purchase and Sale Agreement with 8701
based on such terms; with such Purchase and Sale Agreement to be subject to final
consideration and approval by the City Commission at a future date; and
WHEREAS, pursuant to Section 82-37 , of the City Code, the City Manager is directed to
place the Term Sheet and draft PSA, once negotiated on the Finance and Citywide Projects
Committee Agenda for review, which review shall occur prior to the City Commission's final
approval of the PSA; and
WHEREAS, the Term Sheet and draft PSA shall also be reviewed by the Planning
Board as required by section 1.03(bX4) of the City Charter prior to the City Commission's final
approval of the PSA.
NOW THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, to approve the Term Sheet
attached and incorporated as Exhibit "A" to this Resolution, and to authorize the City Attorney's
Office to negotiate a Purchase and Sale Agreement (PSA) between the City and 8701 Collins
Development, LLC ("8701") for the sale of the City property located at 226 87 Street to 8701
(City Parcel), and to develop both the City Parcel and 7925 Collins Avenue (the "8701 Parcel")
under a unified development project (the "Project"); which PSA will include the design,
development and construction of the Project, at 8701's sole cost and expense, a main use
parking garage, which shall include (i) commercial uses such as spa, restaurants, and similar
uses; (ii) one or more levels of parking garage directly above the first floor, including mechanical
parking elements with valet service; (except forthe City Unit); (iii) approximately 12,000 square
feet of retail on the first floor; and (iv) a City municipal parking condominium unit (the "City Unit")
of 75 parking spaces which may be located in the basement; and pursuant to Section 82-37, of
the City Code, directing the City Manager to place the Term Sheet and draft PSA on the
Finance and Citywide Projects Committee for review prior to City Commission final approval of
the PSA; and the Term Sheet and draft PSA shall also be reviewed by the Planning Board as
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required by section 1.03(bX4) of the City Charter.
PASSED and ADOPTED this day of May, 2015.
ATTEST:
Philip Levine, Mayor
Rafael E. Granado, City Clerk
F :\ATTO\BO U E\RESOS\PSA REsol ution 4-30-20 1 5 [fi nal]. docx
APPROVED AS TO
F@M & TANGUAGE
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2.
Purchase and Sale Asreement - 226 87th Terrace Term Sheet
1. Parties.
The City of Miami Beach (the "City") and 8701 Collins Development, LLC ("8701") intend
to enter into a purchase and sale agreement ("PSA") for 8701 's purchase of Parcel
D (as hereinafter defined) from the City, and for the development of the
Property (as hereinafter defined).
Property.
a. 8701 is owner of that certain parcel of land located at 7925 Collins Avenue, Miami
Beach, Florida (Folio # 02-3202-006-0420), which is approximately 15,312 sq. ft. in size
("Parcel C").
b. City is owner of that certain parcel of land located at 226 87ft Terrace, Miami
Beach, Florida (Folio # 02-3202-006-0430), which is approximately 15,313 Sq. Ft. in
size ('oParcel D").
c. Parcel D is north of and adjacent to Parcel C.
d. Parcel C and Parcel Dare herein referred to collectively as the "Property."
Project.
The Property shall be developed and constructed as a main use parking garage, to include
(i) commercial uses such as spa, restaurants, and similar uses; (ii) one or more levels of
parking garage directly above the first floor, including mechanical parking elements with
valet service; (except for the City Unit, as hereinafter defined); (iii) approximately 12,000
square feet of retail on the first floor; and (iv) a City Municipal Parking Condominium
Unit (the "City Unit," as further described in subsection 4(b) hereof which may be
located in the basement. Collectively, the uses in (i) - (iv) shall be hereinafter refened to
as the "Project". The Project may not provide active "liner" uses on all four (4) street
frontages, as is ordinarily required of main use garages.
The Project will be subject to a Declaration of Condominium delineating the City Unit
from the rest of the Project. 8701 shall be responsible for all costs and fees (including,
without limitation, attorney's fees) related to the preparation of the condominium
documents for the City Unit. No later than 90 days after issuance of a temporary
certificate of occupancy (TCO) or certificate of occupancy (CO) for the Project,
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4.
(whichever occurs first), 8701 will deliver the City Unit, which at a minimum; (i) shall
be a separately delineated space from the rest of the garage; (ii) may contain a separate
entrance and exit from the rest of the garage; and (iii) shall contain 75 parking spaces for
the exclusive use, ownership and control of the City. At this time, the City Unit shall
have a separate entrance and exit, and may be located in the basement of the Project,
below grade.
Key Terms & Provisions.
a. City will convey fee simple interest in Parcel D to 8701 upon Closing, as defined herein.
b. 8701 will pay all Closing costs (including, without limitation, the Crty's outside counsel
fees for the transaction).
c. The Closing will occur within ninety (90) days following satisfaction of the following
conditions: (i) the issuance of all necessary final, non-appealable development
approvals for the Project; (ii) the City Commission's adoption of the legislative
amendments set forth in subparagraph 4(k) hereof; (iii) the City's review and approval of
the design and construction plans and specifications for the City Unit and; (iv) the City's
review and approval of the estimated total cost (i.e. hard and soft costs) of the City Unit,
based on the City approved design and construction plans and specifications; provided,
however, that the Closing shall occur no later than one (1) year following execution of
the PSA (unless extended by mutual written approval agreement of the parties).
d. 8701 will be responsible for the design, permiuing and construction of the Project. 8701
will design and construct all improvements on the Property; provided, however, that the
City shall have review over, and final approval of, the design and construction plans and
specifications for the City Unit, to ensure that such Unit is designed to meet the City's
needs and standards.
e. The PSA will describe the City Unit in narrative text and will incorporate, as exhibits to
the Agreement, conceptual sketches showing the location and dimensions of the City
Unit, all of which shall be subject to the City's prior review and approval pursuant to
subsection 4(d) hereof. After the Project receives design review approval, and the City
has reviewed and approved the design and construction plans and specifications for the
City Unit, and further, as a condition to issuance of a Full Building Permit for the Project,
8701 will provide the City with a legal description showing the exact location and
dimensions of the City Unit.
f. Prior to Closing, 8701 shall deliver, for the City's review and approval, an estimated
budget for the total cost (i.e. hard and soft costs) of the City Unit, which budget shall be
based upon the City-approved design and construction plans and specifications for the
City Unit. At its sole option and discretion, the City may retain a consultant (i.e. such as
a professional cost estimator) to verify 8701's total estimated cost, with the cost of the
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consultant to be paid for by 8701.
Upon issuance of a TCO or CO for the Project, (whichever comes first), there will be an
accounting of the final costs for the City Unit. Such final costs shall include, without
limitation, the cost of design, site preparation, environmental assessment and (if
necessary), environmental remediation, construction materials, labor, and any and all
other costs incurred by 8701, as required herein, to design and construct the City Unit in
accordance with the City-approved design and construction plans and specifications (the
Final Cost).
Final completion of the Project will occur within three (3) years following the issuance
of a Full Building Permit.
The Final Cost, shall be compared to the appraised value of Parcel D of $[NOTE:
APPRAISAL BEING UPDATEDI (adjusted for inflation). In the event that the Final
Cost exceeds the appraised value of Parcel D (adjusted for inflation), 8701 shall be solely
responsible for any and all overages. In the event that the Final Cost for the City Unit is
less than the appraised value of Parcel D (adjusted for inflation), then 8701 shall promptly
pay the City the difference. In no event, however, shall the City be responsible for any
additional payment to 8701 for the design, development and construction of the City Unit.
8701 and the City will work cooperatively to seek approval of the design
and development of the Project. 8701 will be responsible for submiuing any required
applications for development approvals, with City as co-applicant, if and as necessary,
for the Project (i.e., Design Review Board, City Commission, Planning Board, and/or
Board of Adjustment approvals), and for securing any and all final, non-appealable
development approvals and permits for the Project.
The parties acknowledge and agree that, as a condition to Closing, the City Commission,
acting in its regulatory capacity, shall, at its discretion, consider certain legislation to
accommodate 8701's proposed development plan and design for the Project. Such
legislation include amendments to the City Code to allow certain modifications to
regulations pertaining to main use garage, as follows:
Establishing new category of main use parking garages, which may not have
liner uses on all street frontages, within 250 feet of NSOSP.
Maximum residential or commercial use shall not exceed 35% of total floor
area of the structure.
At all points, parking must be at least 50% of the building, not counting
parking required for the retail/residential.
All retail/restaurant uses on ground floor have no parking requirements.
Maximum height of 75 feet.
Front and side street setbacks ofO feet.
Signs for commercial uses in main use parking garages providing at least 75
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public parking spaces apply the CD-2 standards.
o Permitting City identification sign, (see 5(a) hereof).
The City Commission shall have no obligation to adopt any (or all) of the aforestated
Code amendments; provided, however, that if the aforestated City amendments are not
enacted, then 8701 may, at its discretion, elect to terminate the PSA, without liability to
8701. In the event of such termination, however, 8701 shall be responsible for any
attorney's fees incurred by the City with respect to the Project transaction, up to the date
of termination.
Except as to involuntary transfers (as shall be defined in the PSA and which will
include, without limitation, foreclosure transfers and transfers in lieu of foreclosure),
8701 shall not be entitled to assign or transfer its rights under the PSA until after the
issuance of a Certificate of Occupancy (CO) for the Project. Any such transferee shall
assume all remaining obligations of 8701 under the PSA.
Purchase Price and Other Costs.
In addition to 8701's obligation to fund all the hard and soft costs for design,
development, and construction of the City Unit, 8701 shall also install, at its sole cost and
expense, a "Welcome to Miami Beach" sign at the northwest corner of the Project, the
design of which shall be reviewed and approved by the City. The sign will be part of the
City Unit and the City will be responsible for power, maintenance, repair and replacement
for the sign.
Upon approval and execution of the PSA, 8701 shall give a one time non-refundable
contribution to the City, in the amount of $250,000, to be used by the City to establish a
capital maintenance and replacement fund for the North Beach Senior Center.
Outside Counsel Review.
8701 agrees to reimburse the City for any attorney's fees incurred by the City for outside
counsel's review and negotiation of the PSA, and related agreements, which counsel shall
be selected and approved by the City Attomey.
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