HomeMy WebLinkAboutResolution 2025-33968RESOLUTION NO. 2025-33968
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA APPROVING A CONSENT TO CHANGE IN
CONTROL OF WEST HOSPITALITY OWNER LLC AND 1250 WEST AVE
OWNER LLC (COLLECTIVELY THE "DEVELOPER"), IN SUBSTANTIAL
FORM, CONFIRMING THE CITY'S CONSENT TO THE CHANGE IN CONTROL
OF THE DEVELOPER RESULTING FROM AN INTERNAL REORGNIZATION,
WHICH CONSENT IS BEING GRANTED IN ACCORDANCE WITH THE TERMS
OF THE DEVELOPMENT AGREEMENT BETWEEN THE CITY AND THE
DEVELOPER, ENTERED INTO ON THE 4TH DAY OF AUGUST, 2025, WHICH
REMAINS UNMODIFIED AND IN FULL FORCE AND EFFECT; AND FURTHER
AUTHORIZING THE CITY MANAGER TO FINALIZE THE CONSENT TO
CHANGE IN CONTROL, SUBJECT TO FORM APPROVAL BY THE CITY
ATTORNEY, AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY
CLERK TO EXECUTE AND RECORD THE CONSENT TO CHANGE IN
CONTROL.
WHEREAS, on June 27'h, 2025, the City Commission adopted Resolution No. 2025-33803
to approve a Development Agreement between the City, 1250 West Ave Owner, LLC, a Delaware
limited liability company (the "Private Project Developer"), and West Hospitality Owner LLC, a
Florida limited liability company (the "Public Project Developer" and collectively with Private
Project Developer, the "Developer"); and
WHEREAS, on August 4'h, 2025, the City and the Developer entered into a Development
Agreement (the "Development Agreement") which delineated the terms and conditions for the
development of the Property located at 1250 West Avenue, 1247-1255 West Avenue, and 1234
13'h Street located in Miami Beach, Florida; and
WHEREAS, Section 38 of the Agreement provides that "Developer shall not be entitled to
assign or transfer this Agreement or any of the rights and obligations hereunder prior to a) the
date of Closing; b) completion of the Baywalk improvements; or c) making of the Baywalk
Payment, if applicable, without the prior written consent of the City..."; and
WHEREAS, Section 38 of the Agreement further provides that the "Developer shall have
the right at any time and from time to time to sell, transfer and convey any portion of the
Development Property to any person or entity (a "Subsequent Owner") and assign and transfer
this Agreement and the rights and obligations hereunder In whole or in part to any Subsequent
Owner in connection with such sale, transfer or conveyance of the Property or any portion thereof
without the prior consent or approval of the City, provided that a "Stern Entity" ... shall at all times
(a) hold, directly or indirectly, not less than a 10% ownership interest in the Development Property,
(b) serve, directly or indirectly, as a manager of the entity/entities that is/are developing the Private
Project and the Public Projects, and (c) exercise, directly or indirectly, day-to-day operational
control of the entity as the manager of the entity/entities that is/are developing the Private Project
and the Public Projects..."; and
WHEREAS, the Developer seeks to internally reorganize such that David Martin or a
"Martin Entity", as such term is defined in the Consent to Change in Control attached to this
Resolution, controls the Developer entities; and
WHEREAS, although the reorganization does not entail the conveyance of the
Development Property to a Subsequent Owner (as defined in the Development Agreement) or an
assignment or transfer of the Development Agreement to a Subsequent Owner, the change in
control of the Developer resulting from the contemplated internal reorganization requires the
written consent of the City pursuant to Section 38; and
WHEREAS, the Developer has requested the City's consent to the change in control
WHEREAS, pursuant to Section 38 of the Development Agreement, the City has the right
and authority to consent to the assignment of the Development Agreement, which includes the
right and authority to consent to a change in control of the Developer, and
WHEREAS, as of the date of this Resolution, the Developer is in compliance with the
terms and conditions of the Development Agreement; and
WHEREAS, the Mayor and City Commission desires to authorize the City Manager to
execute the Consent to Change in Control, substantially in the form attached to this Resolution,
provided that nothing in the Consent to Change in Control shall amend the Development
Agreement or the Developer's obligations thereunder, which remain in full force and effect.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approves a Consent to Change in Control of West Hospitality Owner LLC
and 1250 West Avenue Owner LLC (collectively, the "Developer), substantially in the form
attached to this Resolution, confirming the City's consent to the change in control of the Developer
resulting from an internal reorganization, which consent is being granted in accordance with the
terms of the Development Agreement between the City and the Developer entered into on the 4'h
day of August, 2025, which remains unmodified and in full force and effect; and further authorizes
the City Manager to finalize the Consent to Change in Control, subject to form approval by the
City Attorney, and further authorizes the City Manager and City Clerk to execute and record the
Consent to Change in Control.
PASSED and ADOPTED this �7 day of DQC04e✓ 2025.
ATTEST:
Steven Mather, Mayor
2 2 2025
APPROVED AS To
FORM & LANGUAGE
& FOR EXECUTION
10 r 2i41-7,1 T
y Date
Resolutions - C7 E
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Eric Carpenter, City Manager
DATE: December 17, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA APPROVING A CONSENT TO CHANGE IN CONTROL
OF WEST HOSPITALITY OWNER LLC AND 1250 WEST AVE OWNER LLC
(COLLECTIVELY THE "DEVELOPER"), IN SUBSTANTIAL FORM, WHICH
CONFIRMS THE CITY'S CONSENT TO THE CHANGE IN CONTROL OF THE
DEVELOPER RESULTING FROM AN INTERNAL REORGANIZATION, WHICH
CONSENT IS BEING GRANTED IN ACCORDANCE WITH THE TERMS OF THE
DEVELOPMENT AGREEMENT BETWEEN THE CITY AND THE DEVELOPER,
ENTERED INTO ON THE 4TH DAY OF AUGUST, 2025, WHICH REMAINS
UNMODIFIED AND IN FULL FORCE AND EFFECT; AND FURTHER
AUTHORIZING THE CITY MANAGER TO FINALIZE THE CONSENT TO CHANGE
IN CONTROL, SUBJECT TO FORM APPROVAL BY THE CITY ATTORNEY, AND
FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE
AND RECORD THE CONSENT TO CHANGE IN CONTROL.
The Administration recommends that the Mayor and City Commission (City Commission) adopt
the Resolution, approving the Consent to Change in Control of the Developer resulting from an
internal reorganization. The Administration is supportive of consenting to the purported internal
reorganization of the Developer entities. The Consent to Change in Control does not amend the
Development Agreement entered into on August 4, 2025, which will remain in full force and effect.
BACKGROUNDIHISTORY
On June 27th, 2025, the City Commission adopted Resolution No. 2025-33803 to approve a
Development Agreement (DA) between the City, 1250 West Ave Owner LLC (the "Private Project
Developer"), and West Hospitality Owner LLC (the "Public Project Developer" and collectively with
Private Project Developer, the "Developer").
On August 4th, 2025, the City and the Developer entered into a DA which delineated the terms
and conditions for the development of the Property located at 1250 West Avenue, 1247-1255
West Avenue, and 1234 13th Street located in Miami Beach, Florida.
ANALYSIS
The Developer seeks the City's Consent to Change in Control resulting from an internal
reorganization of 1250 West Ave Owner LLC and West Hospitality Owner LLC such that a "Martin
Entity; in lieu of a "Stern Entity," shall at all times be responsible for rights and obligations under
the DA. This is to be achieved through the City's approval of a Consent to Change in Control
(Exhibit A).
856 of 3458
Section 38 of the DA provides that "Developer shall not be entitled to assign or transfer
this Agreement or any of the rights and obligations hereunder prior to a) the date of
Closing; b) completion of the Baywalk improvements; or c) making of the Baywalk
Payment, if applicable, without the prior written consent of the City..." This Section further
provides that the "Developer shall have the right at any time and from time to time to sell,
transfer and convey any portion of the Development Property to any person or entity (a
"Subsequent Owner) and assign and transfer this Agreement and the rights and
obligations hereunder in whole or in part to any Subsequent Owner in connection with
such sale, transfer or conveyance of the Property or any portion thereof without the prior
consent or approval of the City, provided that a "Stem Entity" ... shall at all times (a) hold,
directly or indirectly, not less than a 10% ownership interest in the Development Property,
(b) serve, directly or indirectly, as a manager of the entity/entities that is/are developing
the Private Project and the Public Projects, and (c) exercise, directly or indirectly, day-to-
day operational control of the entity as the manager of the entity/entities that is/are
developing the Private Project and the Public Projects..."
The Developer seeks to internally reorganize their corporate structure such that David
Martin or a "Martin Entity", as such term is defined in the Consent to Change in Control
attached to this Resolution, controls the Developer entities. While the reorganization
does not entail the conveyance of the Development Property to a Subsequent Owner (as
defined in the DA) or an assignment or transfer of the DA to a Subsequent Owner, the
change in control of the Developer resulting from the contemplated internal reorganization
requires the written consent of the City pursuant to Section 38.
As such, the Developer has requested the City's consent to the change in control.
Pursuant to Section 38 of the DA, the City has the right and authority to consent to the
assignment of the DA, which includes the right and authority to consent to a change in
control of the Developer.
As of this date, the Developer is in compliance with the terms and conditions of the DA.
Nothing in the Consent to Change in Control shall amend the Development Agreement
or the Developer's obligations thereunder, which remain in full force and effect.
FISCAL IMPACT STATEMENT
This Item carries no fiscal impact to the City.
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
If applicable, the Business Impact Estimate (BIE) was published on:
See BIE at: https://www.miamibeachfl.gov/city-hall/cityclerkimeeting-notices/
FINANCIAL INFORMATION
N/A
CONCLUSION
857 of 3458
The Administration is supportive of the Developer's interest in maintaining compliance and
transparency with the Development Agreement and recommends adoption of the Resolution
authorizing the City Manager to execute the Consent to Reorganization, in substantial form and
subject to form approval.
Applicable Area
South BeLc;h
Is this a "Residents Right to Know" item, Is this item related to a G.O. Bond
pursuant to City Code Section 2-17? Project?
Yes
4G7
Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2.481.
includes a Principal engaged in lobbying?
If so, specify the name of lobbyist(s) and principal(s): Nicholas J. Rodriguez -Caballero, Bercow
Radell Fernandez Larkin + Tapanes 200 S Biscayne Blvd., Suite 300, Miami, FL 33131
Department
Capital Improvement Projects
Sponsor(s)
Co-sponsor(s)
Condensed Title
Consent to Reorganization, West Hospitality Owner LLC & 1250 West Ave Owner LLC. CIP
Previous Action (For City Clerk Use Only)
858 of 3458
EXHIBIT A
Prepared by and Return to:
Bercow Radell Fernandez Larkin & Tapanes
Attn: Michael Larkin
200 South Biscayne Boulevard, Suite 300
Miami, Florida 33131
(Space Reserved for Clerk)
CONSENT TO CHANGE IN CONTROL
A. THIS CONSENT TO CHANGE IN CONTROL (this "Consent') is made and entered into
on the _ day of December, 2025, by the CITY OF MIAMI BEACH, a Florida municipal
corporation (the Tft"), 1250 West Ave Owner LLC, a Delaware limited liability
company (the "Private Project Develo" "), and West Hospitality Owner LLC a Florida
limited liability company' (the "Public Project Developer" and collectively with
Private Project Developer, the "Developer"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in that certain
Development Agreement (the "Agreement") dated August 4, 2025 between the City
and the Developer involving the redevelopment of the Development Property and the
Hostel Site, recorded in Official Record Book 34887, Page 3047 of the Public Records
of Miami -Dade County on August 7, 2025.
Introduction
B. WHEREAS, on the 4th day of August 2025, the City and the Developer entered into the
Agreement; and
C. WHEREAS, Section 38 of the Agreement provides that "Developer shall not be entitled
to assign or transfer this Agreement or any of the rights and obligations hereunder
prior to the later of a) the date of Closing; b) completion of the Baywalk improvements;
or c) making of the Baywalk Payment, if applicable, without the prior written consent
of the City..."; and
' The Agreement mistakenly refers to the Public Project Developer as a Delaware Limited Liability
Company when the Public Project Developer is in fact a Florida Limited Liability Company.
859 of 3458
EXHIBIT A
D. WHEREAS, Section 38 of the Agreement further provides that the "Developer shall
have the right at any time and from time to time to sell, transfer and convey any
portion of the Development Property to any person or entity (a "Subsequent Owner")
and assign and transfer this Agreement and the rights and obligations hereunder in
whole or in part to any Subsequent Owner in connection with such sale, transfer or
conveyance of the Property or any portion thereof without the prior consent or
approval of the City, provided that a "Stern Entity" ... shall at all times (a) hold, directly
or indirectly, not less than a 10% ownership interest in the Development Property, (b)
serve, directly or indirectly, as a manager of the entity/entities that is/are developing
the Private Project and the Public Projects, and (c) exercise, directly or indirectly, day-
to-day operational control of the entity as the manager of the entity/entities that is/are
developing the Private Project and the Public Projects..."; and
E. WHEREAS, the Developer seeks to internally reorganize such that David Martin or a
"Martin Entity", as defined herein, controls the Developer entities; and
F. WHEREAS, although the reorganization does not constitute a conveyance of the
Development Property to a Subsequent Owner or the assignment or transfer of the
Development Agreement to a Subsequent Owner, the change in control of the
Developer resulting from the contemplated internal reorganization requires the
written consent of the City pursuant to Section 38; and
G. WHEREAS, the Developer seeks the City's consent to the change in control of
Developer
WHEREAS, pursuant to Section 38 of the Agreement, the City has the right and
authority to consent to the assignment of the Agreement, which includes the right and
authority to consent to a change in control of the Developer
H. WHEREAS, the Developer shall at all times comply with all obligations and
commitments of the Development Agreement, which shall remain in full force and
effect.
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as
follows:
2
860 of 3458
EXHIBIT A
1. Recitations. The foregoing recitations are true and correct and are incorporated
herein by this reference with full force and effect as if fully set forth herein.
2. Defined Terms. All capitalized terms in this Consent not otherwise defined
herein are defined in the Agreement.
3. Authority. This Consent is entered into pursuant to the authority and
procedures provided by Section 38 of the Agreement.
4. CCU Consent. The City hereby consents to the change in control described
herein for all purposes under the Development Agreement such that David
Martin or a "Martin Entity", as defined in the recitals, controls the Developer
entities. All references to "Stern Entity" or "Michael Stern" in Section 38 shall
hereby be substituted with "Martin Entity" or "David Martin."
5. Notices. From and after the date of execution of this Consent by all parties, the
Notice to the Developer pursuant to Section 31 shall be addressed as follows:
1250 West Ave Owner LLC
3310 Mary Street, Suite 302
Coconut Grove, FL 33133
Attn. David Martin
With a copy to:
Bercow Radell Fernandez & Larkin
200 S. Biscayne Boulevard
Miami Florida 11131
Attn: Michael Larkin and Melissa Tapanes
6. No Default. The change in control of the Developer does not constitute default
of the Agreement.
7. No modification of Development Agreement. Nothing in this Consent amends
the Development Agreement or the Developer's obligations thereunder, which
remain in full force and effect.
3
861 of 3458
EXHIBIT A
8. Recording & Effective Date. This Consent to Change in Control shall be effective
on the date it is fully executed by all parties. The Developer may record this
Consent to Reorganization at the Developer's sole cost and expense.
(SIGNATURE PAGES TO FOLLOW)
EXECUTED as of the date above.
Signed, sealed and delivered
in the presence of:
Print Name:
By:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY of MIAMI-DADE )
CITY OF MIAMI BEACH,
a Florida municipal corporation
Name: Eric Carpenter, City Manager
City Clerk
The foregoing instrument was acknowledged before me this _ day of
202_ by as City Manager of the City of Miami Beach,
a municipal corporation, on behalf of .the Corporation. He is personally known to me or
has produced as identification and who did (did not) take an oath.
4
862 of 3458
EXHIBIT A
Print Name:
By:
Print
STATE OF FLORIDA )
) SS:
COUNTY of MIAMI-DADE )
NOTARY PUBLIC
Typed or Printed Name of Notary
My Commission Expires:
Serial No., if any:
1250 West Ave Owner LLC,
a Delaware Limited Liability Company
Print
Authorized Signatory
Address:
The foregoing instrument was acknowledged before me this _ day of
202 . by means of as of
a Delaware Limited Liability Company, on behalf of the
company. He is personally known to me or has produced as
identification and who did (did not) take an oath.
5
863 of 3458
EXHIBIT A
NOTARY PUBLIC
Typed or Printed Name of Notary
My Commission Expires:
Serial No., if any:
West Hospitality Owner LLC,
a Florida Limited Liability Company
Print Name:
Print Name:
Authorized Signatory
By:
Print
STATE OF FLORIDA )
) SS:
COUNTY of MIAMI-DADE )
The foregoing instrument was acknowledged before me this _ day of
202_, by means of as of
a Delaware Limited Liability Company, on behalf of the
company. He is personally known to me or has produced as
identification and who did (did not) take an oath.
6
864 of 3458
EXHIBIT A
NOTARY PUBLIC
Typed or Printed Name of Notary
My Commission Expires:
Serial No., if any:
865 of 3458