TITLE
RESOLUTION APPROVING SALE AND PURCHASE CONTRACT WITH THE STATE OF FLORIDA FOR PURCHASE OF APPROXIMATELY 82 ACRES OF VACANT LAND ADJACENT TO I-75 IN NORTHWEST MIAMI-DADE COUNTY FOR $12,300,000.00 AND WAIVING PROVISIONS OF SECTION 2-10.4.2 OF THE COUNTY CODE REQUIRING TWO APPRAISALS; UPON SATISFACTION OF CERTAIN CONDITIONS, APPROVING AGREEMENT WITH MIAMI-DADE COUNTY SCHOOL BOARD FOR PAYMENT OF $7,250,000.00 FOR TERMINATION OF ITS LEASEHOLD INTEREST ON A PORTION OF THE PROPERTY; DECLARING PROPERTY SURPLUS, WAIVING ADMINISTRATIVE ORDER 8-4 AS IT RELATES TO REVIEW BY PLANNING ADVISORY BOARD AND PROVISIONS OF SECTION 2-10.4.2 OF THE COUNTY CODE REQUIRING TWO APPRAISALS AND RESOLUTION NO. R-130-06, AND APPROVING SALE AND PURCHASE CONTRACT WITH INTERNATIONAL ATLANTIC, LLC FOR SUCH PROPERTY IN AN AMOUNT EQUAL TO FUNDS EXPENDED BY COUNTY; UPON SATISFACTION OF CERTAIN CONDITIONS, APPROVING ECONOMIC DEVELOPMENT CONVEYANCE PURSUANT TO SECTION 125.045, FLORIDA STATUTES, AND AUTHORIZING CHAIRPERSON OR VICE-CHAIRPERSON OF THIS BOARD TO EXECUTE COUNTY DEED; WAIVING RESOLUTION NO. R-130-06, APPROVING ESCROW LETTER AGREEMENT WITH ARNSTEIN & LEHR, LLP AND WAIVING ANY CONFLICT IN HAVING SUCH LAW FIRM REPRESENT INTERNATIONAL ATLANTIC, LLC AND ACT AS ESCROW AGENT; DELEGATING CERTAIN AUTHORITY TO MAYOR OR DESIGNEE; SUBJECT TO SATISFACTION OF APPLICABLE CONDITIONS, AUTHORIZING MAYOR OR DESIGNEE TO EXECUTE ALL SUCH CONTRACTS AND EXERCISE ALL PROVISIONS CONTAINED THEREIN, AND TO COMPLETE ALL ACTS NECESSARY TO EFFECTUATE SUCH TRANSACTIONS

BODY

WHEREAS, International Atlantic, LLC (�IAL�), an affiliated company within the Triple Five Group of Independent Companies, seeks to develop and operate a multi-phase commercial mixed use development in Miami-Dade County, including retail, entertainment, amusement, and recreation, along with parking therefor and ancillary uses (the �Project�); and
WHEREAS, IAL desires to construct a portion of the Project on an approximately 82 acre site located in northwest Miami-Dade County, bounded by Miami Gardens Drive, I-75 Expressway, NW 97th Avenue, and theoretical NW 173rd Street (the �Property�) which is owned by the State of Florida, Board of Trustees of the Internal Improvement Trust Fund (the �State�) and partially encumbered by a lease extending through the year 2054 between the State and the School Board of Miami-Dade County (the �School Board�); and
WHEREAS, the State has offered to convey the Property to the County at appraised value [[, based upon an initial appraisal in the amount of $12,300,000.00, but is currently still in negotiations regarding the final appraised amount which may be less than such sum]]1 >>of $12,300,000.00<<; and
WHEREAS, in order to consummate the sale and purchase of the Property, the School Board must approve a termination of its leasehold interest on a portion of the Property; and
WHEREAS, pursuant to an agreement between the County and the School Board, in substantially the form attached hereto as Exhibit �D� to the Mayor�s memorandum and incorporated herein by this reference (the �School Board Agreement�), if approved by the School Board, the School Board�s leasehold interest will be terminated in exchange for payment in the amount of $7,250,000.00, the appraised value of the leasehold interest; and
WHEREAS, IAL is willing to fund the County�s purchase of the Property from the State and the payment for the lease termination to the School Board and its costs associated with the transaction, and has placed funds in the amount of $19,750,000.00 in an escrow account in order to fund such transactions without cost to the County, all in accordance with the Contract for Purchase and Sale as between IAL and the County in substantially the form attached hereto as Exhibit �B� to the Mayor�s memorandum and incorporated herein by this reference (the �State Purchase Contract�); and
[[WHEREAS, as the purchase price for the Property is still in negotiations, this Board desires to delegate the authority to the Mayor or Mayor�s designee to finalize the purchase price with the State, such purchase price not to exceed $12,300,000.00 and to finalize the contracts with the State and School Board for the Property once the purchase price has been determined, subject to satisfaction of certain conditions; and]]
WHEREAS, this Board also desires to authorize the Mayor or Mayor�s designee to transmit final copies of all contracts to the State once the Contract for Sale and Purchase, including the Declaration of Restrictions, between the County and IAL in substantially the form attached hereto as Exhibit �C� to the Mayor�s memorandum and incorporated herein by this reference (the �Sale Agreement�) has been fully executed and certain conditions are satisfied; and
>>WHEREAS, the State may request additional modifications to the State Purchase Contract when it considers approval of the conveyance of the Property to the County and, to the extent that those requested modifications are non-substantive and do not require the expenditure of any County funds or commitment of County resources, this Board desires to delegate to the County Mayor or Mayor�s designee the authority to make all such modifications to the State Purchase Contract and any other associated documents; and<<
WHEREAS, IAL�s economic investment in the Project in Miami-Dade County would enhance and expand economic activity in this County, which would be conducive to economic promotion and would facilitate the growth and creation of business enterprises in Miami-Dade County; and
WHEREAS, in exchange for the County�s conveyance of the Property, IAL shall fund all costs relating to the County�s purchase of the Property from the State, the release of the School Board�s leasehold interest, and all closing and transaction costs associated with the purchase of the Property and subsequent conveyance to IAL, and shall agree to the Declaration of Restrictions in substantially the form attached to the Mayor�s memorandum as Exhibit �F�, which Declaration includes a requirement that a minimum of 5,000 permanent jobs shall be created within 10 years of the County�s conveyance of the Property to IAL, and an additional 2,500 permanent jobs shall be created within the following five years for a total of 7,500 permanent jobs by the year 2030; and
WHEREAS, IAL is also purchasing surrounding properties from third parties for the Project and anticipates that it will need to exchange a portion of the Property, specifically Tracts 33 [[and]]>>and/or<< 44, for other parcels purchased from the private parties in order to undertake the Project; and
WHEREAS, as such, IAL may request to convey Tracts 33 [[and]]>>and/or<< 44 of the Property to such third parties unencumbered by any restrictions; and
WHEREAS, this Board desires to delegate the authority to the Mayor or Mayor�s designee to execute any documents necessary to release the restrictions on Tracts 33 [[and]]>>and/or<< 44, provided that: (1) the parcels acquired by IAL for which Tracts 33 and 44 are to be exchanged are of substantially similar size or value to Tracts 33 [[and]]>>and/or<< 44; and (2) IAL simultaneously records the restrictive covenant on the parcels acquired by IAL that are exchanged for Tracts 33 [[and]]>>and/or<< 44 so that such newly acquired parcels are subject to the same use restrictions and job creation requirements as the balance of the Property; and
WHEREAS, it is hoped that the Project would also result in the creation of additional temporary jobs related to the construction and development of the Project, and would promote the development of related industries in Miami-Dade County; and
WHEREAS, the Board finds that the anticipated economic and community benefits would justify the economic development conveyance set forth herein pursuant to Florida Statutes Section 125.045; and
WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:
Section 1. This Board incorporates and approves the foregoing recitals and the Mayor�s memorandum as if fully set forth herein.
Section 2. This Board approves the State Purchase Contract in substantially the form attached to the Mayor�s memorandum as Exhibit �B� >>and authorizes the purchase of the Property from the State at its appraised value not to exceed $12,300,000.00 (the �Purchase Price�)<<. This Board hereby finds it to be in the best interest of the County to waive the provisions of Section 2-10.4.2 of the Code of Miami-Dade County, Florida >>(the �Code�)<< requiring two appraisals for the purchase of property[[, and delegates authority to the Mayor or the Mayor�s designee to negotiate the purchase price of the Property at an amount not to exceed appraised value of $12,300,000.00 or any lesser amount. The purchase price agreed to by the Mayor or designee and the State in accordance with the limitations set forth herein (the �Purchase Price�) shall be deemed the final purchase price for purposes of the State Purchase Contract and the Sale Agreement. Once such purchase price is finalized, this Board authorizes the Mayor or designee to execute the State Purchase Contract at an amount not to exceed the Purchase Price]].
Section 3. Subject to the satisfaction of the Conditions Precedent to the School Board Agreement (as defined herein), this Board approves the School Board Agreement in substantially the form attached hereto as Exhibit �D� to the Mayor�s memorandum, which agreement authorizes a payment to the School Board in the amount of $7,250,000.00 for the termination of the School Board�s leasehold interest in a portion of the Property, and authorizes the Mayor or the Mayor�s designee to execute same. The conditions precedent to the approval of the School Board Agreement are as follows: (a) approval and execution by the School Board and >>approval<< by the State of the Termination of Lease Agreement with the State of Florida to terminate that certain Lease Agreement dated June 23, 2004 between Board of Trustees of the Internal Improvement Trust Fund of the State of Florida as lessor and School Board as lessee affecting the Property in substantially the form attached as an exhibit to Exhibit �D� to the Mayor�s memorandum and incorporated herein by this reference (the �Termination of Lease Agreement�); (b) approval and execution by the School Board of the School Board Agreement; (c) approval [[and execution]] by the State of the State Purchase Contract; and (d) written evidence from the State that all canal reservations of record will be terminated at closing of the County�s purchase of the Property (collectively referred to as the �Conditions Precedent to School Board Agreement�). If all of the Conditions Precedent to School Board Agreement are not satisfied on or before June 30, 2015, then this approval and authorization shall be deemed null and void and of no further force and effect.
Section 4. [[Upon]]>>Subject to<< the >>approval and execution by the School Board of the Termination of Lease Agreement and the School Board Agreement and the execution by IAL of the Sale Agreement,<< [[satisfaction of the Purchase Conditions (as defined below)]], this Board authorizes the [[purchase of the Property from the State at an appraised value not to exceed $12,300,000.00. The conditions precedent to]] >>execution and<< transmittal of all contracts to the State requesting the purchase of the Property and consummation of the purchase of the Property from the State [[are as follows: (a) finalizing the Purchase Price; (b) finalizing and executing the Sale Agreement, including the Declaration of Restrictions attached to the Mayor�s memorandum as Exhibit �F;� and (c) approval and execution by the School Board of the Termination of Lease Agreement and the School Board Agreement (collectively referred to as the �Purchase Conditions�). If all of the Purchase Conditions are not satisfied on or before April 3, 2015, then this approval and authorization shall be deemed null and void and of no further force and effect]].
Section 5. This Board hereby declares the Property surplus, waives Administrative Order 8-4 as it pertains to review by the Planning Advisory Board, waives Resolution No. R-130-06 requiring contracts to be signed prior to approval by this Board, finds it to be in the best interest of the County to waive the provisions of Section 2-10.4.2 of the Code [[of Miami-Dade County, Florida]] requiring two appraisals for the sale of property, pursuant to Section 125.045, Florida Statutes, approves the Sale Agreement, including the Declaration of Restrictions and County Deed, in substantially the form attached to the Mayor�s memorandum as Exhibit �C�, in an amount equal to: (a) the Purchase Price [[, but which amount shall not exceed $12,300,000.00]]; plus (b) the $7,250,000.00 to be paid to the School Board pursuant to the School Board Agreement; plus (c) all of the closing and transaction costs associated with the State�s conveyance of the Property to the County and the County�s conveyance of the Property to IAL and any costs incurred by the County for the termination of the School Board�s leasehold interest in a portion of the Property, if any, and authorizes the Mayor or the Mayor�s designee to execute the Sale Agreement, including the Declaration of Restrictions, for the Property on or before April 3, 2015. If the Sale Agreement is not [[finalized and]] executed on or before April 3, 2015, then this approval and authorization shall be deemed null and void and of no further force and effect.
Section 6. Upon satisfaction of the Closing Conditions (as defined herein) this Board approves the economic development conveyance pursuant to Florida Statutes Section 125.045 and authorizes the Chairperson or Vice-Chairperson of this Board to execute the County Deed in substantially the form attached to the Sale Agreement in connection with such conveyance to IAL. The conditions precedent to the sale of the Property to IAL are those set forth in Paragraph 4 of the Sale Agreement (collectively referred to as the �Closing Conditions�). If all of the Closing Conditions are not satisfied on or before June 30, 2015, then the Sale Agreement provides that the Sale Agreement shall terminate and be null and void as set forth therein.
Section 7. This Board waives Resolution R-130-06 requiring contracts to be signed prior to approval by this Board, and approves the Escrow Letter Agreement between the County and Arnstein & Lehr, LLP, in substantially the form attached to the Mayor�s memorandum as Exhibit �E� and incorporated herein by this reference, which provides for the release of funds placed into an escrow account by IAL, for payment to the State of the Purchase Price of the Property and to the School Board for the payment for the termination of the School Board�s leasehold interest, to the County for payment of all closing and transaction costs associated with the purchase of the Property and subsequent conveyance to IAL, and for the recordation of all necessary deeds and restrictions.
Section 8. The Board hereby waives any conflict that may now or hereinafter exist with respect to Arnstein & Lehr, LLC serving as the County�s escrow agent for this transaction and representing IAL in this transaction and in any future matter in a position that may be adverse to the County.
Section 9. This Board authorizes the Mayor or the Mayor�s designee to>>: (a) correct any scrivener�s errors and<< exercise any provisions contained in the documents referenced herein>>; (b)<< [[, and]] to complete all acts necessary to effectuate such transactions upon satisfaction of conditions precedent, including but not limited to, letters of estoppel as necessary or required>>; (c)<< [[, and]] to execute documents necessary to release the restrictions on Tracts 33 and 44, provided that: (1) the parcels acquired by IAL for which Tracts 33 and 44 are to be exchanged are of substantially similar size or value to Tracts 33 and 44; and (2) IAL simultaneously records the restrictive covenant on the parcels acquired by IAL that are exchanged for Tracts 33 and 44 so that such newly acquired parcels are subject to the same use restrictions and job creation requirements as the balance of the Property>>; and (d) if the State requests additional modifications to the State Purchase Contract, make all such modifications to the State Purchase Contract and any other associated documents provided the requested modifications are non-substantive and do not require the expenditure of any County funds or commitment of County resources, as determined by the Mayor or designee in consultation with the County Attorney�s Office<<.
Section 10. Pursuant to Resolution No. R-974-09, this Board: (a) directs the Mayor or designee to provide a recorded copy of the instrument of conveyance from the State to the County, the County Deed, and the Declaration of Restrictions, once recorded by the Escrow Agent, and any additional restrictive covenants recorded by IAL as required by the agreements, to the Clerk of the Board within 30 days of execution of each said instrument; and (b) directs the Clerk of the Board to attach and permanently store a recorded copy of the instruments together with this resolution.
Section 11. This Board directs the County�s State lobbying team to advocate for the State�s approval of the State Purchase Contract, and any other actions related to furthering the transactions set forth herein, and directs the Office of Intergovernmental Affairs to include this item as part of its ongoing State legislative activities.

HEADER
Date:


To:
Honorable Chairman Jean Monestime
and Members, Board of County Commissioners

From:
Carlos A. Gimenez
Mayor


Subject:
Transaction involving the conveyance of approximately 82 acres of vacant land adjacent to I-75 in Northwest
Miami-Dade County acquired previously from the State of Florida at no cost for the purpose of promoting
economic development in accordance with Florida Statutes, Section 125.045


This substitute differs from the original in that it revises language in the memo and therefore confirms the final sale amount of the 82 acres of vacant land to be $12,300,000.00 and attaches the final contract between the County and TIITF, Exhibit B, the County and IAL, Exhibit C and the revised Declaration of Restrictions, Exhibit F, which added a clause to exclude water supply approval as a necessary approval.

STAFF RECOMMENDATION
RECOMMENDATION
It is recommended that the Board of County Commissioners (�Board�) approve the attached resolution authorizing a series of transactions involving approximately 82 acres of vacant land for economic development purposes. More specifically, this item does the following, subject to the satisfaction of certain conditions precedent, all as more fully set forth below:

� Authorizes the purchase from the State of Florida, Board of Trustees of the Internal Improvement Trust Fund (�TIITF�) of four (4) non-contiguous parcels of land with one Folio No. 30-2009-001-0170, totaling approximately 82 acres of vacant land located in an area bounded on the North by NW 186 Street (Miami Gardens Drive), on the East by I-75 Expressway, on the South by the South Boundary of Tract 44, Plat Book 2, Page 17 or theoretical NW 173 Street and on the West by NW 97 Avenue in Unincorporated Miami-Dade County, Florida(�Property�). The land will be purchased with funds provided by International Atlantic, LLC (�IAL�) that are being held in escrow with an escrow agent at the final revised appraised value of the Property fee simple absolute as determined by the State of Florida of $12,300,000 in order to facilitate an economic development conveyance of such land to IAL, a third party for-profit developer who will create new jobs and development as explained below;

� Authorizes the payment of $7,250,000 to the Miami-Dade School Board (�School Board�), which is the appraised value of the School Board�s remaining leasehold interest, for its agreement to terminate its lease with the TIITF encumbering approximately 44.5 acres of the Property through the Year 2054. The payment will be made with funds provided by IAL that are being held in escrow with an escrow agent;

� Waives the requirements of Administrative Order 8-4 in light of the nature of this transaction as further described herein, and declares the Property surplus;

� Approves the Escrow Letter Agreement between the County and Arnstein & Lehr, LLP in order to have them act as escrow agent for this transaction and waives any conflict that may now, or hereinafter exist, with having Arnstein & Lehr, LLP act as escrow agent for this transaction as well as representing IAL in this transaction and any future matter in a capacity adverse to the County;

� Authorizes, pursuant to Section 125.045 of the Florida Statutes, the conveyance of the same four (4) non-contiguous parcels of land with Folio No. 30-2009-001-0170 to IAL totaling approximately 81.988 acres of vacant land located in an area bounded on the North by NW 186 Street (Miami Gardens Drive), on the East by I-75 Expressway, on the South by the South Boundary of Tract 44, Plat Book 2, Page 17 or theoretical NW 173 Street and on the West by NW 97 Avenue in Unincorporated Miami-Dade County, Florida;

� Authorizes the County Mayor or the County Mayor�s designee to execute the Contract for Sale and Purchase with the TIITF at the final revised appraised value of the Property fee simple absolute as determined by the State of Florida of $12,300,000;

� Authorizes the County Mayor or the County Mayor�s designee to execute the Agreement with the Miami-Dade School Board and make a payment from funds previously placed in escrow by the escrow agent in the amount of $7,250,000, which is the appraised value of the School Board�s leasehold interest in the Property, as stated above. This payment to the School Board is in addition to the payment to the TIITF for the full value of the Property unencumbered by the School Board Leasehold Interest. The payment will be made pursuant to a fully executed Termination of Lease Agreement between the School Board and the TIITF;

� Authorizes the County Mayor or the County Mayor�s designee to execute a Contract for Sale and Purchase with IAL for the payment by IAL to the County of a purchase price at the final revised appraised value of the Property fee simple absolute as determined by the State of Florida of $12,300,000 and for the payment by IAL to the County of $7,250,000, the additional appraised value of the School Board�s leasehold interest in the Property, as stated above, in exchange for the School Board�s agreement to terminate its lease with the State, for a total Contract Price of $19,550,000 plus all expenses and costs associated with the closing and recording of the various transactions. Such economic development conveyance in accordance with Section 125.045 of the Florida Statutes is made in order to promote economic growth and create permanent jobs. It is expected that during the several years of construction of all phases of this project there will be approximately 25,000 construction jobs. It is anticipated that once all phases of this project are completed there will be 25,000 permanent new jobs at the entire complex, including operations of the complex, services associated with the complex and employees of all tenants at the complex.

� Authorizes the Chairperson or Vice-Chairperson of the Board to execute a County Deed (Exhibit �A� attached) for such purpose of selling the Property to IAL to be recorded in the Public Records of Miami-Dade County;

� Authorizes the County Mayor or the County Mayor�s designee to execute in the name of the County by its Board of County Commissioners the Declarations of Restrictions (Exhibit �F�) agreed to by IAL as a condition of an economic development conveyance of the Property and to be recorded in the Public Records of Miami-Dade County immediately following the conveyance of the Property and the recordation of the County deed to IAL;

� Authorizes the County Mayor or the County Mayor�s designee to execute in the name of the County by its Board of County Commissioners all documents related to the acceptance of funds by the County and any other document related to accomplishing the actions authorized by the Board above. All such documents and funds to be deposited into escrow with the escrow agent and to be released at closing;

� Waives Resolution R-130-06 requiring the purchase and sale agreement with IAL and the escrow agreement with Arnstein & Lehr LLP to be executed prior to presentation of the contract to this Board for approval. It is recommended that the Board waive this Resolution, and that such waiver is in the best interests of the County, in that the purchase price may decrease after further negotiation, and since the funds already have been placed in escrow to secure the transactions set forth herein;

� Waives, pursuant to Section 2-10.4.2(b) of the Code of Miami-Dade County, Florida, the requirement that whenever the County purchases or sells property valued in excess of five million dollars ($5 million) that the County shall have the property appraised by two (2) real estate appraisers holding an M.A.I. designation. It is recommended that the Board waive this requirement for the purchase and the sale of the property as it is in the best interest of the County to waive this requirement to facilitate this transaction because the State of Florida dictates that we must use the state�s appraisal and we are not using County funds to purchase the property.

As a result of these transactions, International Atlantic, LLC (�IAL�), an affiliated company within the Triple Five Group of Independent Companies, plans to develop and operate a multi-phase commercial mixed use development in Miami-Dade County, including retail, entertainment, amusement, and recreation, along with parking therefor and ancillary uses (the �Project�).

SCOPE
The Property is located in Commission District 12, which is represented by Commissioner Jose �Pepe� Diaz, but the size and nature of the anticipated project will have countywide impact.

FISCAL IMPACT/FUNDING SOURCE
The 82-acre property is owned by the State of Florida. IAL has placed $19,750,000 in escrow with the escrow agent for the benefit of the County in order to pay all of the costs and expenses associated with these transactions, including the agreed upon contract price for the Property purchase from the State, the agreed upon compensation for the lease termination by the School Board, and all costs associated with the closing and recording of these transactions pursuant to the Escrow Agreement between IAL and Arnstein & Lehr, LLP, attached hereto as Exhibit � G �; the County is a third party beneficiary to this agreement.

There is an associated cost for ensuring that the developer complies with the County�s small business programs. The developer shall be responsible to Small Business Development (SBD) of the County for any costs for monitoring SBD goals during the design and construction phases of the project. IAL has agreed to cover such costs up to a maximum of $300,000 per year. The County anticipates that $300,000 per year will be sufficient to cover the cost of monitoring compliance with SBD with no cost to the County.

In order for there to be no cost to the County for the purchase of the Property, the transactions recommended for approval by the Board should occur in the following order:

1. IAL will first place into an escrow account with the escrow agent $19,750,000 (such funds already have been placed in such escrow account by IAL).

2. Of the total amount in escrow with the escrow agent, $7,250,000 will be paid in a simultaneous
closing transaction by the escrow agent on behalf of the County to the Miami-Dade School
Board for its agreement to terminate its 50-year lease encumbering 44.5 acres of the Property.

3. In a simultaneous closing transaction, the escrow instructions to the escrow agent shall provide
that the County will purchase the Property from the TIITF at the final revised appraised value of
the property fee simple absolute as determined by the State of Florida of
$12,300,000.

4. In a simultaneous closing transaction, the escrow instructions to the escrow agent shall provide
that the County will then immediately convey, by County Deed, the Property to IAL as per the
Contract between IAL and the County and will record the Declaration of Restrictions along with the Deeds.

As a result of the actions above, no County funds will be utilized for this transaction.


TRACK RECORD/MONITOR
Leland Salomon, Deputy Director of the Regulatory and Economic Resources Department (RER) and Director of Economic Development, is managing the conveyance and monitoring of this property.

DELEGATION OF AUTHORITY
Authorizes the County Mayor or the County Mayor�s designee to finalize the purchase price for the Property with the State and with IAL in the amount of $12,300,000.00, execute the Contract for Sale and Purchase with the TIIFT attached as Exhibit �B�, Contract for Sale and Purchase with IAL attached as Exhibit �C�, the Agreement with the Miami-Dade School Board attached as Exhibit �D�, the escrow letter attached as Exhibit �E�, and the Declaration of Restrictions attached as Exhibit �F,� and to exercise any and all other rights conferred herein. Delegates the authority to the County Mayor or Mayor�s designee to execute any documents necessary to release the restrictions on Tract 33 and Tract 44; provided that (1) the parcels acquired by IAL for which Tracts 33 and 44 are to be exchanged are of substantially similar size or value to Tracts 33 or 44; and (2) IAL simultaneously records the restrictive covenant on the parcels acquired by IAL that are exchanged for Tracts 33 and 44 so that such newly acquired parcels are subject to the same use restrictions and job creation requirements as the balance of the Property.

BODY
The Beacon Council introduced IAL to the County in January of 2014 stating that IAL desired to develop a major mixed�use retail, shopping, tourist, amusement, commercial and entertainment complex that will become one of the largest projects of this type in the world. It is anticipated that this project will be larger than the Mall of America in Minnesota that totals over 4 million square feet. One of IAL�s preferred locations was South Florida and more particularly Miami-Dade County. IAL�s preferred site for this project was a large tract of land in the Northwest corner of Miami-Dade County just west of I-75. While the total project will involve over 225 acres, including IAL�s purchase of other privately owned land, the State of Florida currently owns a key piece of land totaling approximately 82 acres with frontage on I-75. This acreage is critical for exposure to those travelling on I-75 as well as for the scope of the development. Approximately 44.5 acres of the Property were declared surplus by the State of Florida in 2004, and, according to the procedures of Florida Statutes, Sections 253.034 and 253.0341, the 44.5 acres were leased to the School Board for 50 years at the standard administrative fee of $300 per year. The School Board will be considering an item to terminate its lease in exchange for compensation equal to the appraised value of its leasehold interest in the amount of $7,250,000. The TIITF obtained an appraisal for the entire Property to determine the final revised appraised value of the property fee simple absolute of $12,300,000. After the County expressed an interest in purchasing the Property for economic development, the TIITF issued the official notice to surplus the entire 82 acre property first to State agencies and colleges on January 16, 2015 and then officially to the County on February 23, 2015, and made the property available to the County for purchase at the final revised appraised value.

This proposed resolution approves the purchase of approximately 82 acres of vacant land within the County from the State of Florida that has been declared surplus and eligible for transfer by the State of Florida at the final revised appraised value of the property fee simple absolute as determined by the State of Florida of $12,300,000, provided that the School Board first approves and executes its Termination of Lease with the State and the Agreement with the County, that IAL and the County finalize and execute the Contract for Sale and Purchase between the County and IAL, and the approval by the State of this transaction.

In order for the School Board and the TIITF to sign an agreement terminating the long-term lease encumbering 44.5 acres of the total Property, this proposed resolution will also authorize the County to enter into an agreement with the School Board authorizing the payment to the School Board of $7,250,000 to terminate its leasehold interest based on an appraised value of the lease, which has approximately 39 years remaining, provided that the School Board first approves and executes its Termination of Lease with the State and the Agreement with the County, that IAL and the County finalize and execute the Contract for Sale and Purchase between the County and IAL, and the approval by the State of this transaction.

This proposed resolution will approve the economic development conveyance by the County of approximately 82 acres to IAL under Florida Statutes, Section 125.045.

IAL already has paid into escrow, through the escrow agent, the sum of $19,750,000 to be used by the escrow agent as directed by the County to pay the TIITF the final revised appraised value of the property fee simple absolute as determined by the State of Florida of $12,300,000 for the purchase of the Property and to pay the School Board $7,250,000 for the termination of its leasehold interest, plus closing costs for the transactions, all of which will therefore be funded by IAL.

IAL is an affiliated company within the Triple Five Group of Independent Companies. The Triple Five Worldwide Group of Companies has developed, owns and operates some of the largest tourism-generating entertainment and retail destination complexes in the world, including Mall of America� in Minneapolis, Minnesota, attracting 40 million visits annually, and West Edmonton Mall in Edmonton, Alberta, attracting over 30 million visits annually. Triple Five is also currently developing American Dream, located in East Rutherford, New Jersey, in the heart of the New York metropolitan area. American Dream is slated to open in the Fall of 2016 and is estimated to attract 40 million visits per year.

Triple Five also has an extensive portfolio of diverse and independent divisions that currently employ over 5,000 staff and have created over 50,000 jobs in the development of its three (3) signature properties. West Edmonton Mall employs over 24,000 people in a total complex of over 5.3 million square feet. Mall of America has grown to over 20,000 permanent employees with its new expansion, currently under construction and opening later this year, with its 4.2 million square foot and growing complex. The Mall of America also has a very significant fiscal impact to the local, regional and state governments, generating approximately $100 million in state, regional and local taxes revenues annually. Triple Five�s wide-ranging experience in developing, managing and operating its facilities is unique and the company is focused on the long-term ownership and continued development of its properties. It is also a diversified company with business enterprises in multiple sectors including: real estate, banking and finance, engineering, manufacturing, energy, etc., with offices in major U.S. cities, Canada and overseas.

The economic benefits achieved by the construction of this proposed project by IAL are anticipated to have long-term substantial economic, employment and fiscal impacts similar to those achieved at Mall of America and West Edmonton Mall and anticipated at American Dream when completed.

The School Board is scheduled to consider termination of its leasehold interest on 44.5 of the approximate 82 acres within this Property at a meeting subsequent to and contingent on favorable Board action.

Our office is working with the developer to incorporate the goals and initiatives of the One Community One Goal initiative developed with the Mayor�s Office and the Beacon Council. This project will reach the goal of creating new jobs for the County�s future and for its residents. As a targeted industry in the tourist and entertainment field, this entire project will create jobs and economic development envisioned in the One Community One Goal initiative. Likewise, the School Board will work with the County, the Beacon Council and IAL to identify opportunities for internships, mentoring and academies focused on hospitality, logistics and technology at the senior high school level.

Section 125.045(3) of the Florida Statutes provides that it �constitutes a public purpose to expend public funds for economic development activities, including�leasing or conveying real property�to private enterprises for the expansion of businesses existing in the community or the attraction of new businesses to the community.� The anticipated economic benefits of this proposed series of transactions would justify the use of the economic development conveyance contemplated by Section 125.045 of the Florida Statutes for the purchase and sale of the Property.

In order to induce IAL to pursue this project, the County will use Florida Statutes 125.045 for the sale of this property to IAL, a private for-profit entity. This transaction is structured such that the County has no County funds involved in the purchase and sale transactions. In addition, this transaction also places approximately 82 acres of land on the tax rolls that were previously not subject to ad valorem taxes. The purchase and sale agreement with IAL also includes an indemnification provision, requiring IAL to indemnify the County for any liability, loss or damage arising from this conveyance. Additionally, in connection with the conveyance, IAL is required to execute the Declaration of Restrictions attached as Exhibit F, which among other things: 1) requires the creation of a minimum threshold of 5,000 permanent jobs within ten years of the conveyance to IAL, with an additional minimum of 2,500 jobs within 15 years from the date of conveyance; 2) requires compliance with the County�s Small Business Enterprise Architecture and Engineering Program, Small Business and Enterprise Construction Services Program, and utilization of the County�s Small Business Division�s hiring clearinghouse to recruit workers to fill needed positions for skilled laborers on the Project; 3) requires IAL to aspire to have at least 35% of the firms hired for architectural and construction services to be firms located in Miami-Dade County, and wherever practical to have 65% of the construction workers for the Project to be residents of Miami-Dade County; 4) provides that if the necessary zoning is not obtained, then the Property must still be utilized for an economic development purpose under Florida Statute Section 125.045 for at least twenty (20) years from the Date of Conveyance; 5) provides for liquidated damages up to $5,000,000 in the event of non-compliance with the required job creation; 6) requires the posting of security in an amount reasonably determined by the County, not to exceed $5,000,000, in the event of a transfer of the Property to a non-affiliate of IAL, and an assumption of indemnification obligations to the County if the Property is transferred to an affiliate of IAL; 7) provides for termination of the Declaration of Restrictions after twenty (20) years from the Date of Conveyance. IAL has also agreed to cover the cost of SBD staff time on this Project, not to exceed $300,000.00 per year.

Additional details are as follows:

FINAL BUYER: International Atlantic, LLC

COMPANY PRINCIPALS: Nader Ghermezian, Manager of the LLC

LOCATION: Between the South Boundary of Tract 44,
Plat Book 2, Page 17 or theoretical NW 173
Street and NW 186 Street and between I-75
and NW 97 Avenue

SIZE: Approximately 82 acres of vacant land

FOLIO NUMBERS: 30-2009-001-0170

ZONING: IU-C (Conditional Industrial) Inside the UDB

SALE AMOUNT: The final revised appraised value of the property fee
simple absolute as determined by the State of Florida
not to exceed $12,300,000 plus $7,250,000 to
terminate the School Board�s remaining leasehold
interest on 44.5 acres.

_________________________
Jack Osterholt
Deputy Mayor