99-23235 RESO
.,
RESOLUTION NO. 99-23235
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF'.
THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AN
AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE
CITY OF MIAMI BEACH AND 16TH STREET PARTNERS LLC, AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, on January 5, 1998, pursuant to the authorization of the Mayor and City
Commission, the Administration issued a Request for Proposals for the development of public-
private parking facilities in the area south of Dade Boulevard (the "RFP"); and
WHEREAS, the City issued the RFP in order to solicit qualified development teams to bid
on certain publicly-owned sites identified in the RFP andlor to propose the development of parking
on privately owned properly; and
WHEREAS, on April 6, 1998, the City received proposals from five (5) different
development teams for various sites throughout the South Beach area; and
WHEREAS, on June 30, 1998, an Evaluation Committee appointed by the City Manager
and approved by the Mayor and City Commission, heard presentations from five teams; and
WHEREAS, in accordance with the criteria identified in the RFP, the Evaluation Committee
ranked the proposals and provided their recommendations to the City Manager; and
WHEREAS, on July 15, 1998, the City Commission adopted Resolution No.98-22857,
authorizing the Administration to negotiate with a joint venture composed of affiliates of Comras
Company of Florida, Inc., and LNR Partners, Inc. (which joint venture is now known as 16th Street
Partners LLC), with regard to the site located at W ashington Avenue and 16th Street in the City; and
WHEREAS, on June 9, 1999, after a duly noticed public hearing held pursuant to the Florida
Local Government Development Agreement Act, Section 163.3220,!:t. ~., Florida Statutes, the
Mayor and City Commission approved the proposed development agreement by and between 16th
Street Partners LLC (the "Developer") and the City (the "Development Agreement"), on first reading
and set a second public hearing on the Development Agreement for June 23, 1999, and also set said
date for a hearing pursuant to Sections 82-36 through 82-40 of the Code ofthe City with respect to
the proposed agreement ofIease by and between the Developer and the City (the "Lease"); and
WHEREAS, pursuant to the requirements of Section 82-39 of the Code of the City, the City
obtained an independent appraisal of the fair market or rental value of its properly; and
WHEREAS, on June 22, 1999, after a duly noticed public hearing held pursuant to Sections
142-421 through 142-425 of the Code of the City, the Planning Board reviewed the proposed private
use of the land owned by the City and zoned GU government use district, and in connection with
such review the Planning Department prepared an analysis using the criteria set forth in Section 82-
38 of the Code of the City; and
..
WHEREAS, on June 23, 1999, after duly noticed public hearings, the Development
Agreement and the Lease were approved by the Mayor and City Commission and detennined that
it is in the best interests ofthe City to enter into the Development Agreement and the Lease; and
WHEREAS, it is now necessary to amend the aforementioned Lease to allow the Tenant (as
defined in the Lease) to create a condominium with a maximum of three (3) units, consisting of an
office unit, a retail unit and a garage unit, subject to the City's prior review and approval of the
Condominium Declaration and subject to there being no legal or economic consequence to the City.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, as follows:
1. It is hereby determined and declared that the matters set forth in the recitals are true and
correct and they are hereby incorporated as part ofthis Resolution.
2. The Mayor and City Commission hereby approve the Amendment to the Lease, substantially
in the fonn attached hereto, to be incorporated into the Lease, and authorize the Mayor and City
Clerk to execute said document.
3. This Resolution shall take effect immediately upon its adoption.
PASSED and ADOPTED this 7th day ofJuly, 1999.
1I~ MAYOR
ATTEST:
~t r(UclR
CITY CLERK
APPROVED />oS TO
FORM & lANGUAGE
& FOR EXECUTION
SR/CMC/rar
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STATE OF;FLORIDA
UNIFORM COMMERCIAL CODE F1t1ANCING STATEMENT., , .. FORM UCC',1 (REV. 1993)
This Flnanc\l"IQ Statementls presented to. filing. omeer lor rlling P\ll'SlUl.nttCI Ule Uniform Cornrnerdal Cads: -
1. or 1.~_rOl ."".n v UI ~6tb STREET PARTNERS LLC, L 110 Ir! or
'_ a Flor~da hll\.1-ted IJ.ab~l:(ty cOl1)pany . .,'
'Ilo""filng Adciiim ---, Ie. City, Silite
111L Lincoln Road Mall -Suite 510 Miami
oNl ~Qr or 1'nidi llime(Lut rM rs1 In Ii U
Seminole Form UCC-I
2c. City. SIal.
Beach, Florida
.. ~ 21. 01.. 01
tel. p
33139
In Of'
2b.liARlng Adiliiss
-reCde
3. SOCiri<l l'liiy\Uii Hiiiiii Flm llan IndlVldWlQ
CITY OF MIAMI BEACH, FLORIDA
"olllng Addtess .. , "--
1700 Convention Center Drive
4. Aii01Qneo of~ 'PiiiY (!.osl Nome Flrst of on Indivlduol)
. '3b., CIty, State
.-i Miami Beach,
F.lorida
P
33139
.
...JlilIlngAddiiS'S -" I;:"Y' 51011 -
I Fffiil1clnq,-!iiiiment coyers the fallOWing types Qr Items Qr property elude ~.o
I'eClllired. "mol IIpICI It l'eClulred,llllach addllJolUl1 sl1eet(sll.
4c. Zip CQde
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owner 0 *0 w
See Exhibit "A" .attacheil..herElto and made a l2.'l-rt hereof.,.,
See Schedule to Financing Statement attached hereto and made
a part hereof.' __ ,
(
.990000205667--1
-09107199--01103--008
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6. Check only II Appl1cabl.: 119 Produ... 01 oollatoral.... llso COVO_ 11!!J Procoe<lo of collatenlar. 0100 covered. 0 Debtor lotrw""mllllng utIDty.
7. Cheek ~Ite i).,;.;- 0" All dOCumentary staMp taxes clue and payable ar to becomt due and payeble pursuant lO s. 201.22. F.s.- have been paid.
. (~ box mu:t be m.~ m Flotkll DoclJmenta'Y Slal!lD Tax Is natrequlred.
8. In 8QCOrdInce wfltt s. 679.402(2), f.S., thl. statement Is filed without the Debtor's signature '9. Number of additional sheet' presented: 2
to I*'fect. HCUrlty Intere=t In collat....l:
o a/roady aulJ/ecllo a .....city In_Sf In another lurlsdlction when It was broughllnlo tnl.
atat. or c:tebtor"s location changed to thls stat..
o which is proceeds of the original collaleral descrtb6d above In whIch a security interest was
per1acled.
o os to Which the flllng bas lapaed. Cat. flied and plOyi...
UCc.1 flle number ."
o acquired aner _ change at nam_, k:Ienmy, or corporate structure"ot u'e debtor.
this Space for Use 01 Fillng Officer
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11. natut'e(afot or g y gn a
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;2. lle1um Copy 10: .
Name Goel N. Minsker. Esq,'
I Bloom & Minsker
1401 Brickell Avenue - Suite
Miami. Florida 33l31-35Uj
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FILED
SEP 07, 1999 08:00 AM
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
990000205667 MT
Address
700
'lddrass
. - Jrty,S1ato, ZIp L
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Article 23 - Leasehold Condominium
Section 23.1 Creation of Leasehold Condominium.
(a) At any time after Substantial Completion of the Project, Tenant shall have the right
to create a leasehold condominium for Tenant's Interest in the Project, provided that at the time of
creation of said leasehold condominium, the declaration of condominium (the "Declaration") is in
compliance with Chapter 718, Florida Statutes, as amended, and this Article 23. Owner shall
consent to the Declaraj:ion, provided, however, that Owner shall have the right to approve the form
and substance of the Declaration. Tenant shall pay all reasonable costs of Owner's review of the
proposed Declaration, including, but not limited to reasonable fees and costs of Owner's outside
counsel.
(b) F or purposes of this Lease, in the event of the creation of a leasehold condominium,
the following terms and provisions shall apply to said leasehold condominium and the Declaration
shall so provide:
(i) The leasehold condominium shall be limited to three (3) units consisting of
an office unit, a retail unit and a garage unit. The garage unit shall be the
Garage, as defined in this Lease.
(ii) Unless otherwise provided in the Declaration, the new Tenant (the
"Condominium Tenant") shall be a Florida not-for-profit condominium
association, created to operate and maintain the leasehold condominium. The
Declaration may provide, as agreed to by Owner and Tenant prior to the
recording of the Declaration, that Rental and/or Impositions shall be paid
directly by unit owners to Owner, rather than to the condominium
association, in proportions reasonably acceptable to Owner; provided,
however, that in no event shall the mechanism or procedure for the payment
of Rental and/or Impositions, or any other amounts required by this Lease to
be paid to Owner, affect the priority of Owner's right to receive Rental and/or
Impositions or any other payments due under this Lease. Tenant shall, at
Tenant's sole cost and expense, provide Owner with an opinion of counsel
(which counsel shall be acceptable to Owner) to the effect that the
aforementioned provisions of the Declaration do not affect the priority of
Owner's right to receive Rental and/or Impositions or any other payments
under this Lease.
(iii) There shall be an Acceptable Operator for each unit and there may be a
Property Manager and a Management Agreement for each unit.
(iv) There may be a Recognized Mortgagee and a Recognized Mortgage for each
unit, and the rights and obligations of said Recognized Mortgagees shall be
limited to the units burdened by their respective Recognized Mortgages.
(v) Ifa lease of a unit meets the definition of Master Sublease as to such unit,
such lease shall be treated as a Master Sublease for purposes of this Lease.
(vi) Percentage Rent shall be based upon Project Revenue derived from the
operations of each of the three (3) units, individually.
(vii) Article 10 relating to transfers and sales shall be separately applied to each
of the individual condominium units; provided, however, that the Twenty
Million Dollar ($20,000,000), adjusted for inflation, equity requirement
described in Section 10.3(c)(A), adjusted for inflation, shall be changed to
Ten Million Dollars ($10,000,000), adjusted for inflation, for each unit at the
time of acquisition, and further provided that at the time of first sale or
transfer of any condominium unit by Tenant, the aggregate equity
requirement, computed pursuant to Section 10.3(c)(A), of the owners ofthe
three (3) condominium units shall be not less than Twenty Million Dollars
($20,000,000), adjusted for inflation, (Le., if one Person purchases the three
(3) Condominium Units, such Person shall have equity and cash and/or cash
equivalent of not less than Twenty Million Dollars ($20,000,000), adjusted
for inflation. All other provisions of this Lease shall be separately applied to
each of the individual condominium units.
(viii) A Recognized Mortgagee holding a Recognized Mortgage on a unit shall not
become the Tenant under this Lease; provided, however, the Condominium
Tenant's obligation to pay Percentage Rent derived from a condominium unit
which has been transferred to a Recognized Mortgagee pursuant to a
Foreclosure Transfer shall be subordinated as provided in this Lease, and
Percentage Rent derived from such unit, when payable, shall be paid to
Owner in accordance with Article 11 and Article 12 of this Lease. The
rights and obligations of a Designee and a First Transferee from such
Recognized Mortgagee relative to Percentage Rent shall similarly apply.
(ix) Owner's rights to review financial records of Condominium Tenant shall
include the right to review corresponding financial records of all of the unit
owners, To the extent Condominium Tenant is obligated to pay costs and
fees to Owner relating to such review, Condominium Tenant shall pay such
additional costs and fees resulting from reviews of the financial records of
three (3) unit owners as opposed to a single Tenant.
(x) The Declaration shall provide for appropriate easements, covenants and
restrictions such that the operation, use and management of the condominium
is consistent with this Lease including, without limitation, Article 6 hereof
and all applicable Land Development Regulations (as such term is defined in
the Development Agreement).
. ,
(xi) A unit owner which is in default of its obligations under the Declaration, after
reasonable notice and grace periods as provided in the Declaration, shall lose
its right to vote as a member, officer, director or in any other capacity of the
condominium association so long as the default remains uncured.
(xii) In the event a unit owner fails to pay any assessment which includes that
unit's proportionate share of Rental and/or Impositions, Owner shall accept
payments of Rental and/or Impositions to the extent paid to Condominium
Tenant (if the condominium association is the Tenant), and/or by the other
unit owners, and the balance of the Rental and/or Impositions shall be treated
as Back Rent and/or Impositions, and Owner shall not proceed with remedies
available to Owner for non-payment of Rental and/or Impositions unless and
until Condominium Tenant (if the condominium association is the
Condominium Tenant), and the Recognized Mortgagee holding a Recognized
Mortgage on the defaulting unit have failed to diligently proceed with their
respective remedies against the defaulting unit owner. In the event the
Condominium Tenant (if the condominium association is the Condominium
Tenant), by foreclosure or deed in lieu of foreclosure of its lien for
assessments, or a Recognized Mortgagee or its Designee, obtains title to the
unit after such a default, the obligations of such new unit owner relative to
payment of Back Rent and/or Impositions and Percentage Rent under such
circumstances shall be governed by the applicable provisions of this Lease.
(xiii) The condominium association's lien for the payment of assessments for
cornmon expenses, including Rental and/or Impositions, shall be subordinate
to the lien of any and all Recognized Mortgages on the respective units,
provided, however, that in no event shall the relative priority of said
condominium association's lien affect the superior priority of Owner's right
to receive Rental and/or Impositions or any other payments due under this
Lease. Tenant shall, at Tenant's sole cost and expense, provide Owner with
an opinion of counsel (which counsel shall be acceptable to Owner) to the
effect that the aforementioned provisions of the Declaration concerning the
relative priority of said condominium association's lien do not affect the
superior priority of Owner' s right to receive Rental and/or Impositions or any
other payments due under this Lease.
(ix) The Declaration shall cease to exist and shall become null and void as of the
Fixed Expiration Date.
The Declaration provided for in this Article 23 shall not alter the legal effect of any of the
provisions of this Lease which were in effect prior to the recording of such Declaration (Le., the legal
rights of Owner shall not be impaired, diminished or improved after the recording of such
Declaration except as otherwise specifically provided in this Article 23). Therefore, to effectuate
the provisions of this Section 23.1, all legal issues and interpretations under this Lease regarding the
rights and obligations of Owner, including but not limited to all payments due Owner, shall be made
as if the Declaration did not exist subject to the provisions of this Article 23.
F:\A TTOlLEVLIPARKfNG'PUB-PR/V\ 16th-lJncoln PlfIO/J\CondoProv;sions7~ 1. wpd
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CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
http:\\ci.miami-beach.fl.us
~.
COMMISSIONMEMORANDUMNO. 602 ~Cf'1
TO:
Mayor Neisen O. Kasdin and
Members of the City C mission
,;
DATE: July 7, 1999
FROM:
Sergio Rodriguez
City Manager
SUBJECT:
A RESOL ION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AN AMENDMENT TO
THE LEASE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH
AND 16TH STREET PARTNERS LLC, AND PROVIDING AN EFFECTIVE
DATE.
RECOMMENDATION:
Adopt the Resolution.
BACKGROUND:
On June 23, 1999, the Development Agreement and the Agreement of Lease were approved, at a
final public hearing by the City Commission, for the 16th Street and W ashington Avenue project with
16th Street Partners LLC.
ANAI~YSIS:
At the time the Development Agreement and Lease Agreement were presented for final approval on
June 23, 1999, the provisions to allow the Developer to create a condominium were not included in
the Lease Agreement. Subsequent to June 23, 1999, provisions contemplating a condominium
ownership were negotiated with Lincoln Plaza Partners LLC. As a result, 16th Street Partners LLC
has requested that the Agreement of Lease be amended to reflect this provision. Effectively, the
condominium provisions are attached hereto, and provide for the creation of a maximum of three (3)
units, consisting of an office unit, a retail unit and a garage unit, subject to the City's review and
approval of the Condominium Declaration and subject to there being no legal or economic
consequence to the City.
RECOMMENDATION:
It is recommended that the Mayor and City Commission approve the proposed Amendment to the
Lease Agreement and adopt the resolution attached hereto.
SR/CW5rrar ''j'OI
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AGENDA ITEM . R 1. 'A
DATE~