2000-24125 Reso
RESOLUTION NO. 2000-24125
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, APPROVING ON
FIRST READING, THE FIRST AMENDMENT TO THE
DEVELOPMENT AGREEMENT, IN ACCORDANCE WITH THE
REQUIREMENTS OF THE FLORIDA LOCAL GOVERNMENT
DEVELOPMENT AGREEMENT ACT, BETWEEN THE CITY OF
MIAMI BEACH AND 16TH STREET PARTNERS LLC, FOR
DEVELOPMENT OF THE SITE LOCATED AT WASHINGTON
AVENUE AND 16TH STREET, AND SETTING THE SECOND
PUBLIC HEARING FOR CONSIDERATION OF THE FIRST
AMENDMENT TO THE DEVELOPMENT AGREEMENT ON
NOVEMBER 8, 2000
WHEREAS, on January 5, 1998, the City of Miami Beach issued RFP 20-97/98,
seeking proposals for the development of Public-Private Parking facilities; and
WHEREAS, on April 6, 1998, proposals from five (5) different development teams
were submitted and evaluated by an Evaluation Committee and on July 15, 1998, the City
Commission authorized negotiations with four (4) of the proposed development projects;
and
WHEREAS, as a result of said negotiations, on June 23, 1999, the Mayor and City
Commission adopted Resolution No. 99-23222 approving the Agreement of Lease and
the Development Agreement between the City of Miami Beach and 16th Street Partners
LLC, for Development of the site located at Washington Avenue and 16th Street; and
WHEREAS, amendments to the existing Agreement of Lease and Development
Agreement have been requested by the Developer and its lender as more fully described
in the First Amendment to Agreement of Lease and Development Agreement attached
hereto; and
WHEREAS, the aforementioned amendments do not adversely impact the City's
interest in the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission approve on first reading, the First Amendment to the Development
Agreement, in accordance with the requirements of the Florida Local Government
Development Agreement Act, between the City of Miami Beach and 16th Street Partners
LLC, for development of the site located at the northwest corner of Washington Avenue
and 16th Street, and setting the second public hearing for consideration of the First
Amendment to the Development Agreement on Nov ber 8 000.
PASSED AND ADOPTED THIS 18th day
~.
CI C~ e~
Robert Parcher
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
!~t+-5-a
City Attorney~, Date
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
hltp:\\ci.miami-beach. f1.US
TO:
FROM:
SUBJECT:
COMMISSION MEMORANDUM NO~ <1 ~ oc)
Mayor Neisen O. Kasdin and
Members of the City Commission
DATE: October 18, 2000
Jorge M. Gonzalez \. ~
City Manager U' ~
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AN AMENDMENT TO
THE AGREEMENT OF LEASE AND APPROVING ON FIRST READING,
THE FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT, IN
ACCORDANCE WITH THE REQUIREMENTS OF THE FLORIDA LOCAL
GOVERNMENT DEVELOPMENT AGREEMENT ACT, BETWEEN THE
CITY OF MIAMI BEACH AND 16TH STREET PARTNERS LLC, FOR
DEVELOPMENT OF THE SITE LOCATED AT W ASHINGTON AVENUE
AND 16TH STREET, AND SETTING THE SECOND PUBLIC HEARING FOR
CONSIDERATION OF THE FIRST AMENDMENT TO THE
DEVELOPMENT AGREEMENT ON NOVEMBER 8, 2000.
PUBLIC HEARING
RECOMMENDATION:
Approve the Amendment to the Lease and Development Agreement on first reading for purposes
of setting a second public hearing on November 8, 2000.
ANALYSIS:
On January 5, 1998, the City of Miami Beach issued RFP 20-97/98, seeking proposals for the
development of Public-Private Parking facilities. On April 6, 1998, proposals from five (5) different
development teams were submitted and evaluated by an Evaluation Committee and on July 15, 1998,
the City Commission authorized negotiations with four (4) ofthe proposed development projects.
As a result of said negotiations, on June 23, 1999, the Mayor and City Commission adopted
Resolution No. 99-23222 approving the Agreement of Lease and the Development Agreement
between the City of Miami Beach and 16th Street Partners LLC, for Development ofthe site located
at W ashington Avenue and 16th Street.
The amendments to the existing Agreement of Lease and Development Agreement have been
prompted at the request of the Developer's lender and consist of the following:
1. Legal Description: provides new Exhibit A and Exhibit 2.1 that clarifies the legal description
AGENDAITEM f?---rt)
DATE 10- ,~- DO
lieu of both such exhibits. Exhibit 2.1 to the Lease is hereby deleted and in lieu thereof Exhibit
2.1 attached to this First Amendment is substituted in lieu thereof.
3. Termination of Prior Easements. Parcell (as identified on Exhibit A hereto) is
burdened by certain easements set forth in the deeds recorded in Official Records Book 223, at
Page 283, and Official Records Book 187, at Page 315, Public Records of Miami-Dade County,
which easements are described therein as Easement "A," Easement "B," and Easement "C,"
respectively, which easements benefit Parcel 2 (as identified on Exhibit A hereto) (collectively,
the "Prior Easements"). The City is the owner of all the real property benefited and burdened by
the Prior Easements. By execution hereof, the City does hereby terminate such Prior Easements.
Upon recording of this Amendment, the Prior Easements shall be extinguished and shall be of no
further force and effect.
4. Modifications of Lease. The Lease is hereby modified as follows:
(a) Section 7.2(d) of the Lease is hereby modified by adding the fonowing
sentence to the end thereof: "Owner and Tenant agree, and the
Recognized Mortgagee shall agree, however, to approve any insurance
adjustment so long as the insurance proceeds, together with any additional
amounts which Tenant and/or the Recognized Mortgagee agree to provide,
will be sufficient to pay the costs of the Casualty Restoration."
(b) Notwithstanding anything to the contrary contained in Section 7.3(g) or
elsewhere in the Lease or Development Agreement, Tenant shall not be
obligated to procure insurance policies for periods of not less than one (1)
year, provided, however, that Tenant shall at all times maintain insurance
of the types and in the amounts and subject to the terms, conditions and
provisions, required by the terms of the Lease.
(c) Section 9.1(b)(I) of the Lease is hereby modified by deleting the words
"appraised value of the Land" and inserting in lieu thereof "appraised
value of the Land as encumbered by this Lease."
(d) Section 25.8(f) of the Lease is amended by inserting "(other than the
Improvements)" immediately after the words "security interest acceptable
to it in property of Tenant."
(e) The following provision is hereby added to the Lease as subsection
36.2(h):
"(h) Notwithstanding anything to the contrary contained in this
Section 36.2, (i) Owner's right of first offer and other rights
set forth in Section 36.2 shall not apply with respect to any
transfer occurring as a result of the foreclosure of a
Recognized Mortgage or as a result of an assignment or
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October 18, 2000
Commission Memorandum
16th Street Partners LLC
Page 2
ofthe properties being deeded to the City.
2. Termination of Prior Easements: provides for the termination of an existing easement that
contains a fixed expiration date in exchange for the execution of a new easement issued in
perpetuity.
3. Modifications of Lease: The Lease is modified as follows:
(a) Section 7.2(d) is modified by adding the following sentence: "Owner and Tenant
agree, and the Recognized Mortgagee shall agree, however, to approve any insurance
adjustment so long as the insurance proceeds, together with any additional amounts
which Tenant and/or the Recognized Mortgagee agrees to provide, will be sufficient
to pay the costs ofthe Casualty Restoration". This modification is intended to assure
that the City, as owner, has the right to approve an insurance adjustment in the event
of a claim if the insurance adjustment is sufficient to pay the cost to restore the
property.
(b) Section 7.3(g) is modified to reflect that Tenant may instead procure insurance
policies for such periods that can be for less than a year provided, however, that
Tenant shall at all times maintain insurance for the coverage required by the terms
of the Lease. This modification is necessary since LNR Partners will insure the
property under umbrella insurance policies that cover several properties which may
not cover a full year, at any given time.
(c) Section 9. 1 (b) (i) is modified by deleting the words "appraised value of the Land" and
inserting in lieu thereof"appraised value of the Land as encumbered by this Lease".
This modification is intended to clarify the appraisal methodology to be employed
in the event of a valuation for a condemnation award.
(d) Section 25.8 is amended by inserting "(other than the Improvements)" immediately
after the words "security interest acceptable to it in property of Tenant". This
modification clarifies that the City's security interest is in the Tenant's personal
property and not in the improvements until the lease terminates, at which time the
City will own all improvements.
October 18, 2000
Commission Memorandum
16th Street Partners LLC
Page 3
(e) New Section 36.2(h):
"(h) Notwithstanding anything to the contrary contained in this Section
36.2, (i) Owner's right of first offer and other rights set forth in
Section 36.2 shall not apply with respect to any Recognized Mortgage
or as a result of an assignment or other conveyance in lieu of
foreclosure of a Recognized Mortgage, and (ii) during the pendancy
of a foreclosure action of a Recognized Mortgage, a Recognized
Mortgagee, notwithstanding that it has not yet acquired the interest of
Tenant under this Lease, may deliver to Owner an Offer Notice under
which the proposed sale to Owner would be contingent upon the
Recognized Mortgagee (or its designee) obtaining Tenant's interest
in and to the Premises. In such event, Owner's period for electing to
consummate the Right of First Offer Transaction shall be thirty (30)
days after Owner's receipt of the Offer Notice, but in no event earlier
than five (5) business days after the first regularly scheduled meeting
ofthe Mayor and City Commission that occurs after Owner's receipt
of the Offer Notice. It is understood and agreed that this Section
36.2(h) shall only apply to the first sale, assignment or transfer which
occurs after the foreclosure of any Recognized Mortgage." This
section gives the Lender the right to proffer an Offer Notice to the
City prior to its acquisition of the actual legal title to the leasehold
interest in the event of foreclosure and provides for a 30 day period
or no later than 5 days after the next City Commission meeting,
whichever is later, to provide a response. The purpose of this clause
is to allow the Lender to dispose of the property on an expedited basis
after a foreclosure.
It is deemed that the aforementioned amendments do not adversely impact the City's interest in the
project.
It is recommended that the Mayor and City Commission adopt the attached Resolution, finding the
amendments proposed herein to be acceptable and necessary, as deemed by the Developer's lender,
and thereby allowing the project financing and construction to proceed.t
JMG/C~";rar
T:IAGENDA\200010CT1800IREGULARICOMRAS.MEM
other conveyance in lieu of foreclosure of a Recognized
Mortgage, and (ii) during the pendency of a foreclosure
action of a Recognized Mortgage, a Recognized
Mortgagee, notwithstanding that it has not yet acquired the
interest of Tenant under this Lease, may deliver to Owner
an Offer Notice under which the proposed sale to Owner
would be contingent upon the Recognized Mortgagee (or
its designee) obtaining Tenant's estate in and to the
Premises. In such event, Owner's period for electing to
consununate the Right of First Offer Transaction shall be
thirty (30) days after Owner's receipt of the Offer Notice,
but in no event earlier than five (5) business days after the
first regularly scheduled meeting of the Mayor and City
Commission that occurs after Owner's receipt of the Offer
Notice. It is understood and agreed that this Section
36.2(h) shall only apply to the first sale, assignment or
transfer which occurs after the foreclosure of any
Recognized Mortgage.
5. Ratification. As modified by this Amendment, the Lease and the
Development Agreement shall remain in full force and effect and are hereby in all
respects ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of the State of Florida
Witnesses:
By:
Print Name:
Neisen O. Kasdin, Mayor
ATTEST:
By: [Seal]
Print Name: Robert Parcher, City Clerk
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