Miami-Dade Legislative Item
File Number: 082087
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File Number: 082087 File Type: Resolution Status: Adopted
Version: 0 Reference: R-836-08 Control: Board of County Commissioners
File Name: CARRIE MEEK FOUNDATION LEASE AGMT. Introduced: 6/27/2008
Requester: Aviation Department Cost: Final Action: 7/17/2008
Agenda Date: 7/17/2008 Agenda Item Number: 8A1J
Notes: Title: RESOLUTION APPROVING DEVELOPMENT LEASE AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE CARRIE MEEK FOUNDATION FOR DEVELOPMENT OF THAT PORTION OF OPA-LOCKA EXECUTIVE AIRPORT FORMERLY UNDER LEASE TO THE OPA-LOCKA COMMUNITY DEVELOPMENT CORPORATION; AUTHORIZING MAYOR OR DESIGNEE TO EXECUTE THE DEVELOPMENT LEASE AGREEMENT AND TO EXERCISE TERMINATION PROVISIONS THEREOF
Indexes: NONE
Sponsors: Bruno A. Barreiro, Prime Sponsor
  Jose "Pepe" Diaz, Co-Sponsor
  Audrey M. Edmonson, Co-Sponsor
  Carlos A. Gimenez, Co-Sponsor
  Sally A. Heyman, Co-Sponsor
  Barbara J. Jordan, Co-Sponsor
  Joe A. Martinez, Co-Sponsor
  Dennis C. Moss, Co-Sponsor
  Dorrin D. Rolle, Co-Sponsor
  Natacha Seijas, Co-Sponsor
  Katy Sorenson, Co-Sponsor
  Rebeca Sosa, Co-Sponsor
  Sen. Javier D. Souto, Co-Sponsor
Sunset Provision: No Effective Date: Expiration Date:
Registered Lobbyist: None Listed


Legislative History

Acting Body Date Agenda Item Action Sent To Due Date Returned Pass/Fail

Board of County Commissioners 7/17/2008 8A1J Adopted P
REPORT: County Attorney Cuevas read the foregoing proposed resolution into the record. Commissioner Gimenez questioned whether the County would oversee the Request for Proposals (RFP) process. Mr. Miguel Southwell, Deputy Director, Miami-Dade Aviation Department (MDAD), explained one member of MDAD staff would be on the RFP selection committee, and this proposed development lease agreement required the RFP process to be significantly similar to the County’s RFP process. He noted MDAD would approve the developer that the Carrie Meek Foundation selected, which was the same approval process in other MDAD lease agreements for development at the Opa-Locka Airport. In response to Commissioner Heyman’s question whether this proposed resolution included safeguards regarding enforcement of the contract, consequences for breach of contract, and measures for success, First Assistant County Attorney Abigail Price-Williams advised those safeguards were in place. Commissioner Heyman questioned, for the record, whether the controls for breach of contract would allow the County to intervene before the lease expired. First Assistant County Attorney Price-Williams advised the controls for breach of contract did allow the County to intervene before the lease expired. Responding to Commissioner Heyman’s inquiry regarding the County measuring all stages of development, First Assistant County Attorney Price-Williams advised this proposed resolution included measures for all stages of development. Commissioner Rolle pointed out the former lease with the Opa-Locka Community Development Corporation (CDC) was considered unbankable. He questioned how this proposed lease agreement was not unbankable. Mr. Southwell explained that this proposed lease agreement was a 55-year lease versus a 40-year lease in the Opa-Locka CDC agreement, that it required rent payments from the beginning, that it provided milestones to determine performance of the provisions in the lease agreement, and that it provided punitive action ranging from terminating the lease to reducing the term or to taking back portions of the land. In response to Commissioner Rolle’s inquiry regarding who would own the property in this proposed resolution, Mr. Southwell noted the airport was located in the City of Opa-Locka and the City was concerned that the airport was located in the City, but it could not meaningfully contribute to the economic development of the City. Mr. Southwell clarified this proposed resolution addressed the City of Opa-Locka’s concerns and it should provide economic development to the City. Following comments by Commissioners Moss, Diaz, Seijas, Sosa, Edmonson, and Souto in support of this proposed resolution, Commissioner Jordan expressed appreciation to her colleagues for their support. She emphasized this proposed resolution was a business deal for the County, and it did not relax the provisions of the lease agreement for the Carrie Meek Foundation. She pointed out 30 percent of the proceeds from this proposed lease agreement would go back to the community, ten percent to the City of Opa-Locka and twenty percent to Community Based Organizations. Each Commissioner asked that they be listed as a co-sponsor. Hearing no other questions or comments, the Commission proceeded to vote.

Airport and Tourism Committee 7/10/2008 3J Forwarded to the BCC by BCC Chairperson due to lack of a quorum
REPORT: Commissioner Jordan requested Chairman Diaz consider asking County Commission Chairman Bruno Barreiro to waive the Board's Rules and Procedures to allow the foregoing proposed resolution to be heard at the July 17, 2008 Commission meeting.

County Manager 7/2/2008 Assigned County Attorney 9/2/2008
REPORT: AVIATION (Please replace the agmt portion of this item.)

County Attorney 6/27/2008 Assigned Thomas P. Abbott

County Manager 6/27/2008 Referred Airport and Tourism Committee 7/10/2008

County Manager 6/27/2008 Assigned County Attorney 9/2/2008
REPORT: AVIATION (ATC 7/10/2008) ..Attachment(s): FAA Letter; Lease Agmt.

County Manager 6/27/2008 Assigned Ysela Llort 6/24/2008 6/27/2008

Legislative Text


TITLE
RESOLUTION APPROVING DEVELOPMENT LEASE AGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE CARRIE MEEK FOUNDATION FOR DEVELOPMENT OF THAT PORTION OF OPA-LOCKA EXECUTIVE AIRPORT FORMERLY UNDER LEASE TO THE OPA-LOCKA COMMUNITY DEVELOPMENT CORPORATION; AUTHORIZING MAYOR OR DESIGNEE TO EXECUTE THE DEVELOPMENT LEASE AGREEMENT AND TO EXERCISE TERMINATION PROVISIONS THEREOF

BODY
WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum and documents, copies of which are incorporated herein by reference,


NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board hereby approves the attached Development Lease Agreement between Miami-Dade County and The Carrie Meek Foundation (“CMF”) for development of that portion of Opa-locka Executive Airport that was formerly under lease to the Opa-locka Community Development Corporation, this Board finding and determining that the negotiated terms of the Development Lease Agreement and its lease term of fifty-five years commencing at the end of the nine year development period are in the best interests of the County; authorizes the Mayor or designee to execute such lease agreement for and on behalf of the County and to exercise termination provisions thereof.

HEADER
Date:


To: Honorable Chairman Bruno A. Barreiro
and Members, Board of County Commissioners


From: George M. Burgess
County Manager


Subject: Resolution Approving Development Lease for 121+/-
acres located at Opa-locka Executive Airport to
The Carrie Meek Foundation, Inc.

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board approve the attached development lease agreement between Miami-Dade County and The Carrie Meek Foundation, Inc. (CMF), a non-profit corporation, for 121+/- acres located at Opa-locka Executive Airport (OPF). This lease requires the CMF to invest a minimum of $110 million dollars within nine years from the Commencement Date.


Scope
Opa-locka Executive Airport is located primarily within Commission District One.



Fiscal Impact/Funding Source
The CMF lease will be a revenue generator for the Miami-Dade Aviation Department (MDAD). It requires an investment by CMF of $18 million by the end of the fourth year, $63 million by the end of the sixth year, and a total of $110 million by the end of the ninth year. The lease requires an Initial Rent component of $26,630 beginning on the Commencement Date and continuing until year-end 2008. At that time, the rent will be based on the actual cost of maintaining the property. CMF must also post a security deposit equal to two times the land rent. If CMF chooses to select a Joint Developer, and at some point in the future the Joint Developer desires to assign its interests to a third party other than a lender, a Transfer Fee of the greater of $3 million or 10% of gross profits associated with the transfer must be paid to the County.


Because the County and CMF intend this agreement to provide for economic empowerment of the Opa-locka community, the lease also requires the CMF to distribute surplus revenues in the following manner: (1) twenty percent (20%) to programs resulting from a Request for Proposal Process initiated by Lessee to qualified businesses and community organizations specifically engaged in job creating, job training, and business development; (2) ten percent (10%) to the City of Opa-locka to be spent on programs of the City specifically designed for job training and business skills development; and (3) seventy percent (70%) for Lessee to use in other programs and methods of its choosing, to promote economic empowerment in the community and related programs that address economic and social disparities in the community.


Track Record/Monitor
The Foundation has no prior agreements with the County. The monitor for the project will be Gregory C. Owens, MDAD Division Director for Real Estate Management and Development.


Delegated Authority
The County Mayor or his designee has the authority to terminate the lease agreement.

MANAGER'S BACKGROUND
Background
In 1986, by Resolution R-193-86, Miami-Dade County entered into a development lease agreement with the Opa-locka Community Development Corporation (CDC) for the development of 121 +/- acres at OPF. No development was initiated by the CDC and the lease agreement lapsed. In 1996, the CDC requested that the lease be reinstated and by Resolution R-991-96 the lease was reinstated. The CDC did not meet the development schedule and the County in a May 9, 2005, letter to the CDC listed the various Events of Default. The County stated in this letter that it would not send a notice of default but would rather enter into negotiations for a mutual termination of the Agreement. At this point, the CDC should have entered into negotiations with the County to terminate the Agreement or taken steps to commence its required performance under the existing Agreement. The CDC did neither.


In a letter to the CDC dated March 15, 2007, the County placed the CDC in default of its Agreement and gave the CDC a 30-day notice to cure the various defaults under the Agreement. Again, the CDC did not meet the Agreement requirements and did not respond to the County’s letters. Therefore, on April 20, 2007, an immediate Notice of Termination was delivered to the CDC.


A short time later, the CMF – a non-profit, community based corporation -- requested the County enter into lease negotiations for the same 121 +/- acres that made up the CDC lease agreement. Pursuant to state law, MDAD is authorized to negotiate aeronautical leases. The County accepted CMF’s request to enter into lease negotiations and, on July 27, 2007, the two parties executed a Development Lease Term Sheet. Once the Term Sheet was executed, this allowed the parties to proceed with development lease negotiations.


The negotiated lease provides for:
* CMF to invest $110 million for construction of aviation and aviation support facilities on the premises within a stated period of time;
* A development period of nine (9) years;
* An increase in the term from 40 years to not more than 64 years;
* Rental payments and security deposits from CMF upon the Commencement Date (execution of the lease);
* Payment to the County of 7% of gross revenues starting after 35 years; and
* Legal parameters for an adjacent tenant to construct a taxilane that falls within the CMF lease footprint.


As with the AA Acquisitions and AVE Development leases, this lease has a strong take-back provision in the event the CMF does not meet the development/investment requirements. The take-back provision can be applied if CMF fails to meet its minimum development obligation by acreage or dollar investment. If this occurs, the County will have the right to take-back any undeveloped portion of the premises.


The executed CMF lease was submitted to FAA for its review to ensure that the lease is in compliance with grant assurances and federal requirements. On June 6, 2008, the FAA responded back to the County that it has no objections to the lease provided that all lease revenues are used for the operation and maintenance of the airport.



________________________
Assistant County Manager



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