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2000-23868 RESO RESOLUTION NO. 2000-23868 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING ON FIRST READING/PUBLIC HEARING, THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY, AND AMERICAN RIVIERA REALTY COMPANY, IN ACCORDANCE WITH THE REQUIREMENTS OF THE FLORIDA LOCAL GOVERNMENT DEVELOPMENT AGREEMENT ACT, FOR DEVELOPMENT OF A MINIMUM 300 SPACE PARKING GARAGE AND 25,000 SF RETAIL SPACE AT THE SITE LOCATED AT 300 23RD STREET (THE "FRUITST AND PARCEL") AND 340 23RD STREET (THE "CHEVRON PARCEL") AND, AS AN ALTERNATIVE TO THE FOREGOING, IN THE EVENT THE FOREGOING WILL NOT BE CONSTRUCTED, IN REGARD TO THE PROPERTY LOCATED AT 340 23RD STREET (THE "CHEVRON PARCEL"), THE DEVELOPMENT AGREEMENT MAY EXTEND THE TERM OF THE APPROVALS OF THE DESIGN REVIEW AND HISTORIC PRESERVATION BOARDS TO CONSTRUCT A 51,750 SF OFFICE AND RETAIL PROJECT, AND SETTING THE SECOND READING/PUBLIC HEARING FOR CONSIDERATION OF THE DEVELOPMENT AGREEMENT ON MAY 10, 2000, AND FURTHER SETTING A PUBLIC HEARING REQUIRED PURSUANT TO SECTION 82-36 THROUGH 82-40 OF THE CODE OF THE CITY OF MIAMI BEACH, ON MAY 10,2000, FOR APPROVAL OF THE OPTION AGREEMENT AND THE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY, AND AMERICAN RIVIERA REALTY COMPANY FOR THE SITE LOCATED AT 300 23RD STREET (THE "FRUITST AND PARCEL"). WHEREAS, on February 23, 2000, the City Commission directed the City Manager and the City Attorney to prepare the legal documentation to effectuate the terms of the revised settlement agreement between the City of Miami Beach ("CMB") and American Riviera Real Estate Company ("AR"); and WHEREAS, to facilitate the negotiations, the City Attorney engaged the firm of Rollnick and Linden, P.A. to assist and draft the attached Development Agreement for the Cultural Campus Parking Garage and the additional documents listed below to effectuate the terms of the settlement agreement, including: I. Agreement of Purchase and Sale (Ablon Parcel) 2. Option Agreement (Fruitstand Parcel) 3. Agreement of Sale and Purchase (Fruit stand Parcel) 4. Option Agreement (Chevron Parcel) 5. Agreement of Purchase and Sale (Chevron Parcel) T: \AGENDA 12000\APR 1200IREGULAR\AMERl300.RES April]2, 2000 American Riviera - 300 & 340 23rd Street Resolution Page 2 6. Agreement of Settlement 7. Option Agreement (King Parcel) 8. Development Agreement (Cultural Campus Office Building) 9. Agreement of Lease (Cultural Campus Office Building) 10. Unity of Title Agreement/Declaration of Restrictive Covenants in Lieu of Unity of Title Agreements. 11. Parking Garage Easement Agreement; and WHEREAS, in accordance with the Florida Local Government Development Agreement Act, the City of Miami Beach, the Redevelopment Agency, and American Riviera Realty Company are entering into a Development Agreement to address, among other things the proposed development at the site; the development regulations applicable to the site; improvements to be constructed by the developer; the time frame by which the developer shall obtain all building permits and complete construction, subject to unavoidable delays; and WHEREAS, the City Commission must hold two public hearings to enter into a Development Agreement and this resolution will approve the Development Agreement on first reading/public hearing and will set the second reading/public hearing on May 10,2000; and WHEREAS, the final Settlement Agreement enables the City to purchase the Ablon parcel and proceed with the construction of the Library, and it enables the development of a garage if AR exercises its option on the Fruitstand parcel; and WHEREAS, if AR does not purchase the Fruitstand parcel, the City has the right to purchase the Chevron leasehold or fee simple interest at a stated price, therefore gaining site control and securing the potential development of a garage; and NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission of the City of Miami Beach hereby approve the Development Agreement on first reading/public hearing and set a second reading/public hearing on May 10, 2000, at which time the City Commission will also consider approval of the Purchase and Sale Agreement pursuant to the requirements of Section 82-36 through 82-40 of the Code of the City of Miami Beach. PASSED and ADOPTED this 12th day of April, 2000. ATTEST: (l\ ttt ~ Y CLt Cc'UA CITY CLERK APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 1!A MAYOR LAL/CMC/rar 1t!~ Y-c;.-OU City A. mev DaM T: \AGENDA 12000\APR 1200IREGULAR\AMERl300.RES PROPOSED/REVISED SETTLEMENT AGREEMENT BETWEEN AMERICAN RIVIERA REAL ESTATE COMPANY AND THE CITY OF MIAMI BEACH AND THE MIAMI BEACH REDEVELOPMENT AGENCY February 18, 2000 . The City of Miami Beach ("City" or "CMB") will pay $1.5 million, inclusive of all attorney's fees and expert costs, to American Riviera ("AR"), subject to requisite releases from Judah Burstyn and Palm Court, conditioned upon final approval by the City Commission. The purchase price of $1.5 million represents $1,150,000 (12,500 sf @ $92/st) for the Ablon parcel and an additional $350,000 for legal fees or expenses and CMB will not be responsible to AR, Judah Burstyn, Palm Court or any other person or party for any other legal fees or expenses. AR will sell and convey the Ablon parcel to the City, on or before May 1,2000. · AR is given a 2 year option to purchase the Fruitstand at $1,380,000 (15,000 sf@ $92/st). The Fruitstand acquisition price is $1,380,000 based upon $92/sf for 15,000 sf. To the extent the lot is less/greater than 15,000 sf, the price will be adjusted accordingly. The purchase price will be paid 50 % upon execution and closing of the option; the remainder of the purchase price will be evidenced by a promissory note bearing interest at Wall Street Journal prime rate, payable monthly, until issuance of TCO, at which time the principal and any accrued and unpaid interest balloon. (An outside date for construction completion will be negotiated in the Development Agreement.) The note will be secured by a purchase money mortgage. If AR exercises option on Fruitstand, parcel can only be used to build THE GREATER OF a minimum 300 space garage OR, if CMB implements Stern Plan, the number of spaces dictated by a demand study considering the number of spaces to be removed from Collins and 21 st Street and based upon a three (3) year projection for demand from the construction completion date of the garage. · CMB will offer AR the option to lease the King parcel during the same two (2) year period only if AR exercises the option and purchases the Fruitstand parcel. The base rental rate is based upon the size of the lot area leased at $92/sf@ a 10% return to the City, subject to escalations. The lease rental rate will be tied to the leasing as follows: Year 1 - $0 - during construction Year 2 - $0 - during construction Year 3 - $ rent % of leased up space x $92,000 Year 4 - $ rent % of leased up space x $92,000 Year 5 - $ rent % of leased up space x $92,000 Year 6 - $92,000 stabilized base rent r..\r',fro\<t~I' (~"Ol('-r'''''nl r'\r'~(n"'1 r"l"""'r' American Riviera/CMB/RDA February 18, 2000 Page 2 · AR agrees, that if AR does not exercise its option on the Fruitstand parcel, then the CMB has an option to acquire AR's leasehold interest in the Chevron parcel at $1,450,000, but only in the event the City acquires the fee, or at $1,750,000 if the leasehold together with the fee is delivered. AR and its counsel also agree not to contest any condemnation proceedings by the City and its counsel agrees not to represent any of the Chevron parcel fee owners. The CMB will have six (6) months to exercise the option and to initiate eminent domain proceedings, on a Quick Take basis at the City's option, with diligence, if AR does not deliver the fee interest in the property, and the closing of the City's option is contingent upon acquiring the fee interest in the property. CMB agrees to allow Palm Court the right to lease no less than 30 parking spaces at prevailing market rates for City owned parking within the area, including the on-street bagged metered spaces. · CMB will develop finished permanent surface parking on Fruitstand during interim period at the sole discretion of the City taking staging of other construction into consideration. · CMB will not guarantee the closure of the 21 st and Collins surface parking lot when garage opens subject to the Stern master plan which includes on street parking and some off street ROS parking. CMB will agree not to enter into any new private use agreements at the Collins and 2Pt Street lot, exclusive of the MCB, Bass, Library to meet parking requirements. . · CMB will allow AR to file application with DRB prior to possession of the Fruitstand and King parcels. · To the extent legally permissible, CMB agrees to enter into a Development Agreement with AR to protect the DRB approval granted on the Chevron pending either parties exercise of their respective option. · AR will be entitled to receive reimbursement of impact fees for the Palm Court to the extent permitted by the City Code, in effect on the date such payment was made. · City agrees to lease to AR the metered spaces on Liberty A venue north of 23rd Street for as long as possible, but no longer than the date for which the TCO for the Garage is issued, at the daily bagged meter rate. AR agrees to maintain Liberty A venue north of 23rd Street in a clean. · Parties agree to jointly dismiss any pending/proposed legal proceedings/litigation or any other dispute between the parties, with respect to the subject sites. fo, \CMGR\SALL\CHRISTIN\BLOOM/lG2. DOC American Riviera/CMB/RDA February lS, 2000 Page 3 FRUITST AND PURCHASE OPTION TERMS: TERMS: Owner: City of Miami Beach Optionee: American Riviera Real Estate Co. and/or assigns Project Description: Minimum 300 space garage and approx. 25,000 gross sf retail (16,000 net useable sf) Option Period: 2 Years from Execution Option Price: $1,380,000 or $92/sfx lot sf. Parking: . Cultural Campus users will have the parking rights for spaces in the garage at comparable City parking rates. . MCB/Library parking requirements to be met in the garage. . ROS Replacement parking to be provided in the garage, if necessary. . Parking easement agreement with City for King parcel office building. Garage Parking All charges for parking in the Garage for Cultural Campus users, including, but not limited Rates: to, the hourly, daily, weekly, monthly, evening flat rates and special event flat rates, shall not be greater than the parking facility rate being charged by the City or the Miami Beach Redevelopment Agency and shall be comparable with parking facility rates being charged within the City. Parking rates shall not be increased for special events such as Art Deco Weekend, boat shows or any similar events or activities that create high demand for parking spaces. Fc \CMGR\$ALL\CHRISTIN\BLOOMOG2. DOC American Riviera/CMB/RDA February 18, 2000 Page 4 KING-OFFICE BUILDING LEASE TERMS: TERlVIS: Owner: City of Miami Beach Developer: American Riviera Real Estate Co. and/or its assigns Project Description: Approx. 48,000 sf office/retail, subject to City zoning laws. *subject to City/Stem review Lease Term: 50 years, with 2, 20-year extension options, subject to re-appraisals Possession Date: To be determined in the context of construction staging. Base Rent: Year 1 - $0 - during construction Year 2 - $0 - during construction Year 3 - $ rent % of leased up space x $92,000 Year 4 - $ rent % of leased up space x $92,000 Year 5 - $ rent % of leased up space x $92,000 Year 6 - $92,000 stabilized base rent Base Rent Base rent will be adjusted at the end of the 7th lease year and every 5th lease year Adjustments: thereafter, based upon the lesser of 12% or the cumulative CPI over the previous 5 year period. Percentage Rent: Lessee shall pay percentage rent equal to 2.5% of gross revenue annually, commencing (as a percentage of in year 6. gross revenues): Right of First City /Developer have right of first refusal to purchase each other's interest in the Project. Refusal: Environmental Property is leased "as is" and developer is responsible for remediation. City has Matters: conducted preliminary environmental studies evidencing no contamination. Real Estate Taxes: Lessee shall be responsible for all real estate taxes associated with the property improvements and underlying land. Real Estate Taxes will be included and defined as Additional Base Rent in the event taxes are abated, waived or exempted. If taxes are reduced as a result of decline in property values in the area, this provision will not apply. Parking: AR's required parking needs will be provided at the garage to be built on the Fruitstand parcel. Easement Upon termination of the lease, the City will retain parking easement rights to assure Agreement: parking requirement compliance. Re-appraisals: If developer exercises extension options, the land will be re-appraised, based upon the terms set forth in the Lease Agreement, to determine the new base rent based upon the value in use in the 49th year and 69th year. The Base Rent will never be less than the prior year's base rent. Sale: Sale of the project will be subject to City consent. Sub-Leases: Subject to City's consent. Fc \CMGR\SA LL \CHRISTINIBLOOMOG2. DOC American Riviera/CMB/RDA February 18, 2000 Page 5 CHEVRON PURCHASE OPTION TERlVIS: TERlVIS: Owner: American Riviera Real Estate Co. and Fee owners Optionee: City of Miami Beach. Project Description: N/A Option Period: 6 months after the expiration of AR's option on the Fruitstand parcel. Option Price: $1,450,000 for leasehold interest OR $1,750,000 for fee simple interest Environmental: AR agrees to assign the Environmental Indemnification provided by Chevron regarding the Chevron site. If environmental remediation is required, the City will recover any costs incurred in connection therewith from the Indemnification Agreement or State EDI laws. To the extent the Indemnification Agreement or the State EDI fund, in which said site participates, does not provide reimbursement for such costs, the parties agree to share any costs borne equally. Parking: Palm Court will have the parking right to use not less than 13 spaces on the Chevron parcel. Fe\CMGR\$ALLlCHRISTIN\BLOOMBG2. DOC CITY OF MIAMI BEACH NOTICE OF INTENT TO CONSIDER DEVELOPMENT AGREEMENT AT A PUBLIC HEARING NOTICE IS HEREBY GIVEN that the first of two public hearings will be held by the City Commission and the Redevelopment Agency of the City of Miami Beach, Florida, Wednesday, April 12, 2000 at 10:30 a,m" or as soon thereafter as possible, in the City Commission Chambers, Third Floor, City Hall, 1700 Convention Center Drive, Miami Beach, Florida, to consider and enter into a proposed development agreement (the "Development Agreement") between American Riviera Real Estate Company. the City of Miami Beach, and the Miam i Beach Redevelopment Agency in accordance with the requirements of the Florida Local Government Development Agreement Act for properties located in Miami Beach, Florida at 300 23rd Street and 340 23rd Street, and comprised of approximately 15.000 square feet located at the southwest comer of 23rd Street and Liberty Avenue and of the approximately 17,250 square feet at the southeast comer of 23rd Street and Park Avenue, respectively, for a Project which shall consist of a minimum 300 space parking garage and 25,000 square feet of retail space and shall not exceed 50 feet in height. In addition, and as an alternative to the foregoing, in the event that the foregoing will not be constructed, in regard to the property located at 340 23rd Street, the Development Agreement to the extent effective, may extend the term of approvals of the Design Review and Historic Preservation Boards (DRB File Nos. 98l5J and 11402; HPB File Nos. 1088, 1108, 1121) to construct upon this parcel a project which shall consist of 51,750 square feet of office and retail space and which shall not exceed 50 feet in height. The foregoing information is provided pursuant to the requirements of Section 163.3225, Fla. Stat. Inquiries concerning the proposed Development Agreement should be directed to the Office of the City Clerk, (305) 673-7411. Copies of the proposed Development Agreement are available for inspection, and may be obtained pursuant to S 119.07, Fla. Stat., during normal business hours in the Office of the City Clerk, City Hall, First Floor, 1700 Convention Center Drive, Miami Beach, Florida. All persons are invited to appear at this meeting or be represented by an agent, or to express their views in writing addressed to the City of Miami Beach City Commission c/o the City Clerk, 1700 Convention Center Drive, First Floor, Miami Beach, Florida 33139. Pursuant to Section 286.0 I 05, Fla. Stat., the City hereby advises the public that: If a person decides to appeal any decision made by the City Commission or the Redevelopment Agency with respect to any matter considered at this m~eting or hearing, such person must insure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. This notice does not constitute consent by the City or the Agency for the introduction or admission of otherwise inadmissible or irrelevant evidence, nor does it authorize challenges or appeals not otherwise allowed by law. In accordance with the Americans with Disabilities Act of 1990, all persons needing special accommodation to participate in this proceeding should contact the City Clerk's Office no later than four days prior to the proceeding, telephone (305) 673-741 I for assistance; if hearing impaired, telephone Florida Relay Service numbers (800) 955-8771 (TDD) or (800) 955-8770 (VOICE), for assistance. F\A ITO\TIJRN\NOTICES\FRU ITsm. MAL THE FOLLOWING DOCUMENTS ARE DISTRIBUTED UNDER SEPARATE COVER 1. Agreement of Purchase and Sale (Ablon Parcel) 2. Option Agreement (Fruitstand Parcel) 3. Agreement of Sale and Purchase (Fruitstand Parcel) 4. Option Agreement (Chevron Parcel) 5. Agreement of Purchase and Sale (Chevron Parcel) 6. Agreement of Settlement 7. Option Agreement (King Parcel) 8. Development Agreement (Cultural Campus Parking Garage) 9. Development Agreement (Cultural Campus Office Building) 10. Agreement of Lease (Cultural Campus Office Building) 11. Unity of Title AgreementJDeclaration of Restrictive Covenants in Lieu of Unity of Title Agreements. 12. Parking Garage Easement Agreement PROPOSED/REVISED SETTLEMENT AGREEMENT BETWEEN AMERICAN RIVIERA REAL ESTATE COMPANY AND THE CITY OF MIAMI BEACH AND THE MIAMI BEACH REDEVELOPMENT AGENCY February 18, 2000 . The City of Miami Beach ("City" or "CMB") will pay $1.5 million, inclusive of all attorney's fees and expert costs, to American Riviera ("AR"), subject to requisite releases from Judah Burstyn and Palm Court, conditioned upon final approval by the City Commission. The purchase price of $1.5 million represents $1,150,000 (12,500 sf @ $92/sf) for the Ablon parcel and an additional $350,000 for legal fees or expenses and CMB will not be responsible to AR, Judah Burstyn, Palm Court or any other person or party for any other legal fees or expenses. AR will sell and convey the Ablon parcel to the City, on or before May 1, 2000. . AR is given a 2 year option to purchase the Fruitstand at $1,380,000 (15,000 sf @ $92/st). The Fruitstand acquisition price is $1,380,000 based upon $92/sf for 15,000 sf. To the extent the lot is less/greater than 15,000 sf, the price will be adjusted accordingly. The purchase price will be paid 50 % upon execution and closing of the option; the remainder of the purchase price will be evidenced by a promissory note bearing interest at Wall Street Journal prime rate, payable monthly, until issuance of TCO, at which time the principal and any accrued and unpaid interest balloon. (An outside date for construction completion will be negotiated in the Development Agreement.) The note will be secured by a purchase money mortgage. If AR exercises option on Fruitstand, parcel can only be used to build THE GREATER OF a minimum 300 space garage OR, if CMB implements Stern Plan, the number of spaces dictated by a demand study considering the number of spaces to be removed from Collins and 21st Street and based upon a three (3) year projection for demand from the construction completion date of the garage. . CMB will offer AR the option to lease the King parcel during the same two (2) year period only if AR exercises the option and purchases the Fruitstand parcel. The base rental rate is based upon the size of the lot area leased at $92/sf @ a 10% return to the City, subject to escalations. The lease rental rate will be tied to the leasing as follows: Year 1 - $0 - during construction Year 2 - $0 - during construction Year 3 - $ rent % of leased up space x $92,000 Year 4 - $ rent % of leased up space x $92,000 Year 5 - $ rent % of leased up space x $92,000 Year 6 - $92,000 stabilized base rent American Riviera/CMB/RDA February 18, 2000 Page 2 . AR agrees, that if AR does not exercise its option on the Fruitstand parcel, then the CMB has an option to acquire AR's leasehold interest in the Chevron parcel at $1,450,000, but only in the event the City acquires the fee, or at $1,750,000 if the leasehold together with the fee is delivered. AR and its counsel also agree not to contest any condemnation proceedings by the City and its counsel agrees not to represent any of the Chevron parcel fee owners. The CMB will have six (6) months to exercise the option and to initiate eminent domain proceedings, on a Quick Take basis at the City's option, with diligence, if AR does not deliver the fee interest in the property, and the closing of the City's option is contingent upon acquiring the fee interest in the property. CMB agrees to allow Palm Court the right to lease no less than 30 parking spaces at prevailing market rates for City owned parking within the area, including the on-street bagged metered spaces. . CMB will develop finished permanent surface parking on Fruitstand during interim period at the sole discretion of the City taking staging of other construction into consideration. . CMB will not guarantee the closure of the 21 sl and Collins surface parking lot when garage opens subject to the Stern master plan which includes on street parking and some off street ROS parking. CMB will agree not to enter into any new private use agreements at the Collins and 21 SI Street lot, exclusive of the MCB, Bass, Library to meet parking requirements. . CMB will allow AR to file application with DRB prior to possession of the Pruitstand and King parcels. . To the extent legally permissible, CMB agrees to enter into a Development Agreement with AR to protect the DRB approval granted on the Chevron pending either parties exercise of their respective option. . AR will be entitled to receive reimbursement of impact fees for the Palm Court to the extent permitted by the City Code, in effect on the date such payment was made. . City agrees to lease to AR the metered spaces on Liberty A venue north of 23rd Street for as long as possible, but no longer than the date for which the TCO for the Garage is issued, at the daily bagged meter rate. AR agrees to maintain Liberty A venue north of 23rd Street in a clean. . Parties agree to jointly dismiss any pending/proposed legal proceedings/litigation or any other dispute between the parties, with respect to the subject sites. F: ICMGRI$ALLICHRISTlNIBLOOMBG2. DOC American Riviera/CMB/RDA February 18, 2000 Page 3 FRUITSTAND PURCHASE OPTION TERlVlS: TERlVlS: Owner: City of Miami Beach Optionee: American Riviera Real Estate Co. and/or assigns Project Description: Minimum 300 space garage and approx. 25,000 gross sf retail (16,000 net useable sf) Option Period: 2 Years from Execution Option Price: $1,380,000 or $92/sfx lot sf. Parking: . Cultural Campus users will have the parking rights for spaces in the garage at comparable City parking rates. . MCB/Library parking requirements to be met in the garage. . ROS Replacement parking to be provided in the garage, if necessary. . Parking easement agreement with City for King parcel office building. Garage Parking All charges for parking in the Garage for Cultural Campus users, including, but not limited Rates: to, the hourly, daily, weekly, monthly, evening flat rates and special event flat rates, shall not be greater than the parking facility rate being charged by the City or the Miami Beach Redevelopment Agency and shall be comparable with parking facility rates being charged within the City. Parking rates shall not be increased for special events such as Art Deco Weekend, boat shows or any similar events or activities that create high demand for parking spaces. FeICMGRI$ALLICHRISTINIBLOOMBG2. DOC American Riviera/CMB/RDA February 18, 2000 Page 4 KING-OFFICE BUILDING LEASE TERlVlS: TERlVlS: Owner: City of Miami Beach Developer: American Riviera Real Estate Co. and/or its assigns Project Description: Approx. 48,000 sf office/retail, subject to City zoning laws. *subject to City/Stem review Lease Term: 50 years, with 2, 20-year extension options, subject to re-appraisals Possession Date: To be determined in the context of construction staging. Base Rent: Year 1 - $0 - during construction Year 2 - $0 - during construction Year 3 - $ rent % ofleased up space x $92,000 Year 4 - $ rent % of leased up space x $92,000 Year 5 - $ rent % of leased up space x $92,000 Year 6 - $92,000 stabilized base rent Base Rent Base rent will be adjusted at the end of the 7th lease year and every 5th lease year Adjustments: thereafter, based upon the lesser of 12% or the cumulative CPI over the previous 5 year period. Percentage Rent: Lessee shall pay percentage rent equal to 2.5% of gross revenue annually, commencing (as a percentage of in year 6. gross revenues): Right of First City /Developer have right of first refusal to purchase each other's interest in the Project. Refusal: Environmental Property is leased "as is" and developer is responsible for remediation. City has Matters: conducted preliminary environmental studies evidencing no contamination. Real Estate Taxes: Lessee shall be responsible for all real estate taxes associated with the property improvements and underlying land. Real Estate Taxes will be included and defined as Additional Base Rent in the event taxes are abated, waived or exempted. If taxes are reduced as a result of decline in property values in the area, this provision will not apply. Parking: AR's required parking needs will be provided at the garage to be built on the Fruitstand parcel. Easement Upon termination of the lease, the City will retain parking easement rights to assure Agreement: parking requirement compliance. Re-appraisals: If developer exercises extension options, the land will be re-appraised, based upon the terms set forth in the Lease Agreement, to determine the new base rent based upon the value in use in the 49th year and 69th year. The Base Rent will never be less than the prior year's base rent. Sale: Sale of the project will be subject to City consent. Sub-Leases: Subject to City's consent. Fe\CMGRI$ALLICHRISTlNIBLOOMBG2.DOC American Riviera/CMB/RDA February 18, 2000 Page 5 CHEVRON PURCHASE OPTION TERMS: TERMS: Owner: American Riviera Real Estate Co. and Fee owners Optionee: City of Miami Beach. Project Description: N/A Option Period: 6 months after the expiration of AR's option on the Fruitstand parcel. Option Price: $1,450,000 for leasehold interest OR $1,750,000 for fee simple interest Environmental: AR agrees to assign the Environmental Indemnification provided by Chevron regarding the Chevron site. lf environmental remediation is required, the City will recover any costs incurred in connection therewith from the Indemnification Agreement or State EDI laws. To the extent the Indemnification Agreement or the State EDI fund, in which said site participates, does not provide reimbursement for such costs, the parties agree to share any costs borne equally. Parking: Palm Court will have the parking right to use not less than 13 spaces on the Chevron parcel. FICMGRI$ALLICHRISTINIBLOOMBG2. DOC CITY OF MIAMI BEACH NOTICE OF INTENT TO CONSIDER DEVELOPMENT AGREEMENT AT A PUBLIC HEARING NOTICE IS HEREBY GIVEN that the first of two public hearings will be held by the City Commission and the Redevelopment Agency of the City of Miami Beach, Florida, Wednesday, April 12, 2000 at 10:30 a.m., or as soon thereafter as possible, in the City Commission Chambers, Third Floor, City Hall, 1700 Convention Center Drive, Miami Beach, Florida, to consider and enter into a proposed development agreement (the "Development Agreement") between American Riviera Real Estate Company, the City of Miami Beach, and the Miami Beach Redevelopment Agency in accordance with the requirements of the Florida Local Government Development Agreement Act for properties located in Miami Beach, Florida at 300 23rd Street and 340 23rd Street, and comprised of approximately 15,000 square feet located at the southwest comer of 23rd Street and Liberty Avenue and of the approximately 17,250 square feet at the southeast comer of23rd Street and Park Avenue, respectively, for a Project which shall consist of a minimum 300 space parking garage and 25,000 square feet of retail space and shall not exceed 50 feet in height. In addition, and as an alternative to the foregoing, in the event that the foregoing will not be constructed, in regard to the property located at 340 23rd Street, the Development Agreement, to the extent effective, may extend the term of approvals of the Design Review and Historic Preservation Boards (DRB File Nos. 9815J and 11402; HPB File Nos. 1088, 1108, 1121) to construct upon this parcel a project which shall consist of51,750 square feet of office and retail space and which shall not exceed 50 feet in height. The foregoing information is provided pursuant to the requirements of Section 163.3225, Fla. Stat. Inquiries concerning the proposed Development Agreement should be directed to the Office of the City Clerk, (305) 673-7411. Copies of the proposed Development Agreement are available for inspection, and may be obtained pursuant to S 119.07, Fla. Stat., during normal business hours in the Office of the City Clerk, City Hall, First Floor, 1700 Convention Center Drive, Miami Beach, Florida. All persons are invited to appear at this meeting or be represented by an agent, or to express their views in writing addressed to the City of Miami Beach City Commission c/o the City Clerk, 1700 Convention Center Drive, First Floor, Miami Beach, Florida 33139. Pursuant to Section 286.0 I 05, Fla. Stat., the City hereby advises the public that: If a person decides to appeal any decision made by the City Commission or the Redevelopment Agency with respect to any matter considered at this m~eting or hearing, such person must insure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. This notice does not constitute consent by the City or the Agency for the introduction or admission of otherwise inadmissible or irrelevant evidence, nor does it authorize challenges or appeals not otherwise allowed by law. In accordance with the Americans with Disabilities Act of 1990, all persons needing special accommodation to participate in this proceeding should contact the City Clerk's Office no later than four days prior to the proceeding, telephone (305) 673-7411 for assistance; if hearing impaired, telephone Florida Relay Service numbers (800) 955-8771 (TDD) or (800) 955-8770 (VOICE), for assistance. F:\A TIO\11JRN\NOTICES\FRUITSTD. MAL THE FOLLOWING DOCUMENTS ARE DISTRIBUTED UNDER SEPARATE COVER 1. Agreement of Purchase and Sale (Ablon Parcel) 2. Option Agreement (Fmitstand Parcel) 3. Agreement of Sale and Purchase (Fmitstand Parcel) 4. Option Agreement (Chevron Parcel) 5. Agreement of Purchase and Sale (Chevron Parcel) 6. Agreement of Settlement 7. Option Agreement (King Parcel) 8. Development Agreement (Cultural Campus Parking Garage) 9. Development Agreement (Cultural Campus Office Building) 10. Agreement of Lease (Cultural Campus Office Building) 11. Unity of Title Agreement/Declaration of Restrictive Covenants in Lieu of Unity of Title Agreements. 12. Parking Garage Easement Agreement CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 http:\\ci.miami-beach.fl.us TO: FROM: SUBJECT: COMMISSION MEMORANDUM NO. 2q t.\ -00 Mayor Neisen O. Kasdin and Members of the City Commission Lawrence A. Levy \~ City Manager ~ DATE: April 12, 2000 FIRST READING PUBLIC HEARING A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING ON FIRST READING/PUBLIC HEARING, THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY, AND AMERICAN RIVIERA REALTY COMPANY, IN ACCORDANCE WITH THE REQUIREMENTS OF THE FLORIDA LOCAL GOVERNMENT DEVELOPMENT AGREEMENT ACT, FOR DEVELOPMENT OF A MINIMUM 300 SPACE PARKING GARAGE AND 25,000 SF RETAIL SPACE AT THE SITE LOCATED AT 300 23RD STREET (THE "FRUITST AND PARCEL") AND 340 23RD STREET (THE "CHEVRON PARCEL") AND, AS AN ALTERNATIVE TO THE FOREGOING, IN THE EVENT THE FOREGOING WILL NOT BE CONSTRUCTED, IN REGARD TO THE PROPERTY LOCATED AT 340 23RD STREET (THE "CHEVRON PARCEL"), THE DEVELOPMENT AGREEMENT MAY EXTEND THE TERM OF THE APPROVALS OF THE DESIGN REVIEW AND HISTORIC PRESERVATION BOARDS TO CONSTRUCT A 51,750 SF OFFICE AND RETAIL PROJECT, AND SETTING THE SECOND READING/PUBLIC HEARING FOR CONSIDERATION OF THE DEVELOPMENT AGREEMENT ON MAY 10, 2000, AND FURTHER SETTING A PUBLIC HEARING REQUIRED PURSUANT TO SECTION 82-36 THROUGH 82-40 OF THE CODE OF THE CITY OF MIAMI BEACH, ON MAY 10,2000, FOR APPROVAL OF THE OPTION AGREEMENT AND THE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY, AND AMERICAN RIVIERA REALTY COMPANY FOR THE SITE LOCATED AT 300 23RD STREET (THE "FRUITST AND PARCEL"). RECOMMENDATION: Approve the Development Agreement on first reading for purposes of setting a second public hearing on May 1 0, 2000. RlD DATE~O AGENDA ITEM T: IAGENDA \2000lAPR 1200\REGULARIAMERJ300. CM Aprill2, 2000 American Riviera - 300 & 340 23rd Street Commission Memorandum Page 2 BACKGROUND: On February 23,2000, the City Commission directed the City Manager and the City Attorney to prepare the legal documentation to effectuate the terms ofthe revised settlement agreement between the City of Miami Beach ("CMB") and American Riviera Real Estate Company ("AR"). To facilitate the negotiations, the City Attorney engaged the firm of Roll nick and Linden, P.A. to assist and draft the attached Development Agreement for the Cultural Campus Parking Garage and the additional documents listed below to effectuate the terms ofthe settlement agreement, including: 1. Agreement of Purchase and Sale (Ablon Parcel) 2. Option Agreement (Fruitstand Parcel) 3. Agreement of Sale and Purchase (Fruitstand Parcel) 4. Option Agreement (Chevron Parcel) 5. Agreement of Purchase and Sale (Chevron Parcel) 6. Agreement of Settlement 7. Option Agreement (King Parcel) 8. Development Agreement (Cultural Campus Office Building) 9. Agreement of Lease (Cultural Campus Office Building) 10. Unity of Title Agreement/Declaration of Restrictive Covenants in Lieu of Unity of Title Agreements. 11. Parking Garage Easement Agreement For purposes of this public hearing, the attached Development Agreement will be approved on first reading and the aforementioned documents are also attached for your preliminary review. It is anticipated that revisions will be made to the attached documents that will be "red lined" for your easy reference at the May 10, 2000 second and final public hearing. Pursuant to the provisions of City Ordinance 92-2783 (the "Shapiro Ordinance"), the sale of any City-owned property is subject to the following conditions: · a Planning Department analysis · a public hearing to obtain citizen input · an advertised public bidding process · an independent appraisal to determine the fair market or rental value of the property Said Ordinance further provides that except for the public hearing and the Planning Department analysis, the above referenced conditions may be waived by a 517ths vote of the City Commission upon a finding that the public interest would be served by waiving such conditions. As such, waivers will be required for the public bidding process and independent appraisal as a result of this transaction contemplated as a settlement of ongoing litigation which is deemed to be in the City's best interest. A public hearing will be held on May 10, 2000, and the Planning Department analysis of the proposed Purchase and Sale Agreement will be included for City Commission consideration on said date. Te \AGENDA \2000\APR 1200IREGULAR\AMERl300. CM April 12, 2000 American Riviera - 300 & 340 23rd Street Commission Memorandum Page 3 Development Reeulations: In accordance with the Florida Local Government Development Agreement Act, the City of Miami Beach, the Redevelopment Agency, and American Riviera Realty Company are entering into a Development Agreement to address, among other things: . the proposed development at the site . the development regulations applicable to the site . improvements to be constructed by the developer . the timeframe by which the developer shall obtain all building permits and complete construction, subject to unavoidable delays. The City Commission must hold two public hearings to enter into a Development Agreement. This resolution will approve the Development Agreement on first reading/public hearing and will set the second reading/public hearing on May 10, 2000. The subject City land is presently zoned Government Use (GU). At the public hearing scheduled on May 10, 2000, the zoning district classification shall be determined by the City Commission in a manner consistent with the comprehensive plan. The Planning and Zoning Director has determined that the development regulations for CD-3 will apply to this site and said development regulation is confirmed in the Development Agreement. ANALYSIS: In accordance therewith, attached is the final revised settlement agreement, dated as of February 18, 2000, delineating the terms of the negotiated transaction. The CMB will purchase the Ablon parcel from AR for $1,150,000 or $92/sf and pay $350,000 to settle all legal costs and expenses. For a period of two (2) years, AR will have the option to purchase the Fruitstand parcel conditioned upon its construction of a minimum 300 space garage, for $1,380,000, or $92/sf. If AR exercises this option, it will also have the option to lease the King parcel to construct a retail/office project within the existing development envelope under the City's present Land Use Regulations. If AR does not exercise its option, the CMB will have an option, for six (6) months thereafter, to purchase the Chevron parcel for $1,750,000, including the fee interest or for $1,450,000 for the leasehold interest. The CMB will have six (6) months to initiate eminent domain proceedings if AR does not deliver the fee interest in the property. Although the purchase price of the Ablon parcel may seem somewhat high in light of the price AR paid for the parcel two years ago, the Administration believes that it is a fair price due to: (1) the existing leases on the Ablon that AR has executed with other parties (for a nightclub and parking on the property for which the City may be liable for severance damages); (2) the uncertainty of further eminent domain litigation and all other pending litigation being terminated by the settlement; Te \AGENDA 12000\APR 1200IREGULAR\AMERI300. CM April 12, 2000 American Riviera - 300 & 340 23rd Street Commission Memorandum Page 4 (3) the certainty of being able to move forward with construction of the Library as soon as the construction documents can be bid out; and (4) the option on the Fruitstand being offered at the same price per square foot. The terms of the proposed Development Agreement for the Cultural Campus Parking Garage and the associated documents are delineated below. TERMS: Owner/Seller: American Riviera Realty Company City of Miami Beach Developer/Purchaser: American Riviera Realty Company Principal: 100% - Ron Bloomberg Parcel: Fruitstand Parcel located at 300 23rd Street Purchase Price: $1,380,000 (15,000 sf::l: x $92/sf) Project Description: 300 space garage - minimum (If Stern plan is adopted, parking demand study will be performed based on 3 year projection) 25,000 +sfretail Project Cost: TBD Funded Equity: TBD Option Period: 24 months Closing Date: 30 days after option exercised but no later than 24 months from execution. Construction Commencement: 30 days after Closing Date. ConstructionlPermi tting: Subject to unavoidable delays. Preliminary Plans and Specs: DRB/HP Application: No later than _ weeks from closing date. No later than _ weeks from approval of preliminary plans and specs approvals. No later than _ weeks from DRBIHP approval No later than 2 years from closing date Building Permit: Construction Completion: CO Date: Earlier of date upon which TCO/CO is obtained or 2 years from construction commencement date. Real Estate Taxes: Developer/Purchaser will be responsible for all real estate taxes. TelAGENDA 12000IAPRI200IREGULARIAMERl300.CM April 12, 2000 American Riviera - 300 & 340 23rd Street Commission Memorandum Page 5 Alternative Development: In the event the foregoing will not be constructed, in regard to the property located at 340 23rd Street, the Development Agreement may extend the term of the DRB and HPB approvals granted on the Chevron parcel to construct a 51,750 sf office and retail project. Parking Rates: Garage parking rates charged to Cultural Campus users shall not be greater than the City/Agency rates. Parking Easement: Parking shall be provided in the Parking Garage to be constructed on the Fruitstand/Chevron parcel at comparable City rates. City will retain parking easement rights to assure parking requirement compliance for the office building, the Ballet and the Library, and ROS replacement parking, if necessary. Sale: Developer has the right to sell project, subject to right of first refusal. Right of First Refusal: City/Developer has the right of first refusal to purchase other's interest in the Project. Environmental Matters: Property is leased "as is" and developer is responsible for remediation RECOMMENDATION: The final Settlement Agreement enables the City to purchase the Ablon parcel and proceed with the construction ofthe Library, and it enables the development of a garage if AR exercises its option on the Fruitstand parcel. Further, if AR does not purchase the Fruitstand parcel, the City has the right to purchase the Chevron leasehold or fee simple interest at a stated price, therefore gaining site control and securing the potential development of a garage. The second hearing ofthe Development Agreement and the public hearing required for the Purchase and Sale Agreement should be set for May 10, 2000. Therefore, it is recommended that the Mayor and City Commission approve the Development Agreement on first reading/public hearing and set a second hearing/public hearing on May 10, 2000, at which time the City Commission will also consider approval ofthe Purchase and Sale Agreement pursuant to the requirements of Section 82-36 through 82-40 of the Code of the City of Miami Beach. ~v'~ LAL/CMC/rar T: \AGENDA 12000\APR 1200IREGULAR\AMERI300. CM attachment