TITLE
and Members, Board of County Commissioners From: Carlos A. Gimenez
Mayor Subject: Resolution Approving: a Development Lease Agreement Between Miami-Dade County and Miami Wilds, LLC to Develop the Zoo Miami Entertainment Area to Promote Economic Development in Accordance with Florida Statutes, Section 125.045; by a two-thirds vote of Board members present, a designated purchase to select Miami Wilds, LLC as developer and operator of County parking; a Covenant of Use and a Release of Covenant of Purpose, Use and Ownership with the Economic Development Administration in the U.S. Department of Commerce; and an Amendment to the Release and Transfer of Terms, Conditions, Covenants and Restriction, to 67 Acres of Deed Restricted Lands, with the National Park Service, an agency of the U.S. Department of the Interior

STAFF RECOMMENDATION
This substitute version differs from the original in that it reduces the number of automobile parking spaces to be developed by Miami Wilds, LLC from 3,761 to 2,099, and modifies the area that is to be developed and used for parking to serve Zoo Miami and the Miami Wilds, LLC development. These changes are reflected in the County Mayor�s memorandum, the development lease agreement and its exhibits, and the map included as Attachment E to this memorandum. The map (Attachment E), along with Exhibit C, H, and J to the development lease agreement, have been revised to reflect the revised parking boundaries. Additionally, this substitute also differs from the original in that the sections in this memorandum labeled �Track Record/Monitor� and �Background� have been revised to clarify the identity and roles of the company managers and investor groups working with Miami Wilds, LLC. Recommendation It is recommended that the Board of County Commissioners (Board) approve, pursuant to Section 125.045, Florida Statutes, the accompanying resolution approving and authorizing the County Mayor or designee to execute a development lease agreement (Lease Agreement) between Miami-Dade County (County), and Miami Wilds, LLC (Miami Wilds) for approximately 27.5 acres of vacant, undeveloped land located at 12400 SW 152 Street (Premises) for an initial term of 40 years, with two renewal terms of 20 years each, to develop the Zoo Miami Entertainment Area (ZMEA) consisting of a Water Park, Retail Development Area (RDA), and a family hotel for economic development purposes (Attachment A), subject to satisfaction of certain conditions precedent. The Lease Agreement also grants to Miami Wilds the exclusive rights during a one-year period to negotiate a lease for an additional 39 acres of land adjacent to the Premises in order to develop a four-star resort hotel, which would be subject to future Board approval. Additionally, the attached resolution seeks the approval, pursuant to Section 2-8.1(b)(3) of the County Code, of a designated purchase to select Miami Wilds as the developer and operator for the parking to serve Zoo Miami and the ZMEA as competition is not practicable in light of the associated economic development lease and it being in the best interest of the County to do so. The Lease Agreement requires Miami Wilds to make improvements to the parking facilities at Zoo Miami and to manage, operate, and maintain the parking for the benefit of Zoo Miami and the ZMEA, with visitors being charged a parking fee to use same. A waiver of Section 2-10.4.2 of the County Code requiring two M.A.I. real estate appraisals for the lease of the Premises is also recommended. The accompanying resolution also approves and authorizes the County Mayor or Mayor�s designee to execute a Covenant of Use (Covenant) and Release of Covenant of Purpose, Use and Ownership (Release) with the United States Department of Commerce Economic Development Administration (EDA) to release the EDA�s property interest in relation to a previously awarded EDA grant, and Amendment No. 1 to the Release and Transfer of Terms, Conditions, Covenants and Restrictions (Amendment No. 1) with the United States Department of the Interior National Park Service (NPS) pertaining to 67 acres of deed restricted lands requiring their use for public park purposes in order to release said restrictions from a small portion of the Premises and to instead reimpose such deed restrictions on other land surrounding Zoo Miami. The condition precedent to the approval and execution of the Lease Agreement is the execution of Amendment No. 1 and the execution and recordation of the Covenant, Release and attachment 4 to Amendment No. 1 to effectuate the release of the deed restrictions. Scope Miami-Dade County�s Zoo Miami, a park of Countywide significance, is located at 12400 SW 152 Street, Miami, FL 33177, in County Commission District 9, which is represented by Commissioner Dennis C. Moss. Although the ZMEA is to be located in County Commission District 9, the economic development opportunities and impact as well as the job creation from this development project are expected to accrue countywide. Fiscal Impact The total positive fiscal impact to the County during the initial, 40-year term of the Lease Agreement is estimated to be $37.3 million from the water park, $8.4 million from the RDA, $13.8 million from the Phase I family hotel, and $61.2 million from Zoo Miami visitor parking revenue for a total of $120.7 million. Revenues derived from the Lease Agreement will be used to expand Zoo Miami�s facilities as well as its educational and conservation programs, as required by the 2006 voter referendum, with a minimum of 50 percent of all revenues dedicated to capital improvements at Zoo Miami, as required by the Lease Agreement. The Lease Agreement�s payment terms are further described as follows for the three development areas included as part of the ZMEA: � Coast Guard Housing Site (CGHS) Land option � Within five days of the commencement date, $110,000.00 payment to the County as consideration for the one-year exclusive negotiation period. � Water Park � Annual land rent at $3,100 per acre beginning at the commencement date; thereafter, upon substantial completion (but not later than 36 months from the commencement date), the greater of $31,000 per acre per year or 3 percent of gross revenues. � Retail Development Area � Annual land rent at $3,100 per acre beginning at the commencement date; thereafter, upon substantial completion (but not later than 36 months from the commencement date), the greater of $31,000 per acre per year or 5 percent of gross revenues. � Family Hotel � Annual land rent at $3,100 per acre beginning at the commencement date; thereafter, upon substantial completion (but not later than 36 months from the commencement date), the greater of $31,000 per acre per year or 1.5 percent of gross revenues. The Lease Agreement includes a 2.5 percent annual escalation factor for all minimum annual guarantees described above. Miami Wilds will fund the costs of water and sewer infrastructure work associated with the first 30 feet of water line extension, the pump station, and the first 30 feet of sewer line extension as required by the Water and Sewer Department (WASD) to connect the premises to the WASD system. Additional water and sewer infrastructure improvements that are reasonably necessary for the development of the Premises, and as required by WASD, will be paid for and later reimbursed to Miami Wilds in the form of a rent credit. The total cost for the water and sewer infrastructure improvements is estimated at approximately $3 million. Additionally, this Board approved an allocation to Miami Wilds, pursuant to Resolution No. R-1015-14, up to $13.5 million in Building Better Communities General Obligation Bond (Bond) Program funding from the Project No. 124 � �Economic Development Fund� (EDF funds) for the public infrastructure costs for the ZMEA development. It is anticipated that negotiations for a Bond Program grant agreement will be finalized soon and brought to this Board for approval so that the EDF funds can be used by Miami Wilds for the ZMEA parking development improvements. There is no fiscal impact arising from the approval and execution of the Covenant and Release with the EDA and the Amendment No. 1 with the NPS. Track Record/Monitor The County has no record of any negative performance issues with Miami Wilds LLC. Christina Salinas Cotter, Assistant Director, for Miami-Dade Parks, Recreation and Open Spaces department will monitor the Lease Agreement. Background Project�s History In November 2006, pursuant to Resolution No. R-820-06 and an Article 7 referendum, the voters authorized the County to develop and operate commercial uses and structures such as a water park, family entertainment center, related retail concessions, food and beverage establishments, and a hotel on Zoo Miami property. After a failed solicitation effort in 2011, the Board, through Resolution No. R-157-12 authorized a two-step solicitation process for the development of the ZMEA. The two-step solicitation process was developed in light of Florida Statute 125.045, pursuant to which the County is authorized to negotiate contracts to enhance, improve, and expand economic activity and development. The first step of the solicitation process for the ZMEA involved seeking Expressions of Interest (EOI) from various attractions, amusements, cultural institutions and developers to allow the County to better understand how the ZMEA could be best improved through conventional industry approaches. The second step of the solicitation process, resulted in the issuance of an Invitation to Negotiate using information received through the EOI in order to seek, developers interested in developing all or a portion of the ZMEA site. The County received two complementary proposals, one of which was from Miami Wilds. During the ITN negotiation process, the negotiation committee encountered certain required competitive selection requirements that prevented the County from successfully being able to negotiate with Miami Wilds and the other complementary proposal, including collusion prohibitions that prevented the two proposers from coordinating a complete site plan because they could not interact outside of noticed public meetings and cone of silence requirements that prevented negotiating committee members from receiving critical guidance and direction from senior administrative staff. Subsequently, on February 4, 2014, the Board approved Resolution No. R-109-14 to reject all proposals received from the ITN and authorized the County Mayor or the County Mayor's designee to manage and conduct negotiations between the two proposers for the development of the ZMEA and present final agreements to the Board for approval. In July of 2014, the second proposer withdrew from the process and the County entered into negotiations with Miami Wilds. However, negotiations were largely stalled between late 2014 through 2017 because of concerns associated with impacts to the habitats of listed species including the Miami Tiger Beetle, Florida Bonneted Bat, and several plant species which live in the adjacent Pine Rocklands. The U.S. Fish and Wildlife Service raised concerns that the original Miami Wilds proposed project, which was to be built on a significantly expanded geographic footprint rather than the Premises, would have had a negative impact on the Pine Rocklands and habitat of associated species. Miami Wilds redesigned and significantly scaled back the ZMEA to be constructed only within existing parking areas, mitigating the concern associated with impacts on habitats. AECOM Technical Services, Inc. (AECOM), a consultant with extensive experience in the attractions and entertainment industry, was contracted to support the County with this project. AECOM has conducted an analysis of attendance, physical planning, and concept plans proposed by Miami Wilds. The analysis included a review of major competing projects and a review of Miami Wild�s financial offer resulting in a preliminary feasibility analysis in late 2016. As negotiations proceeded with changes to the overall development program to include parking requirements for the ZMEA, AECOM provided a revised analysis of the Tenant�s financial offer in late 2016, with the final update in late 2018, based on the most recent financial offer from the Tenant and the revised development program included in the ZMEA. Final business terms included in the Lease Agreement are consistent with AECOM�s guidance and recommendations to include all payment terms and obligations. Main Deal Points The ZMEA will include a water park, a retail-dining-entertainment area, and a family hotel on approximately 27.5 acres of land. The main deal points of the Lease Agreement are the following: � Lease Agreement base term of forty (40) years with two (2) additional options to renew of twenty (20) years each, for a potential eighty (80) year term. � Area of development: Water Park (approximately 16-20 acres, but no less than 16 acres), RDA (approximately 4.5 acres, but no less than 3 acres), family hotel (approximately 5 acres, but no less than 4 acres). � Due diligence period of nine (9) months or 270 days from the commencement date, defined as the date the Lease Agreement is executed by the parties, and during which time Miami Wilds may conduct due diligence and terminate the Lease Agreement for any reason. � Miami Wilds development leased premises is located outside of any natural areas. The Lease Agreement includes provisions requiring Miami Wilds to secure a licensed environmental engineer or consultant, approved by the County to conduct a baseline audit of the leased premises. Should the baseline audit result in the identification of endangered species, Miami Wilds would be prohibited from moving forward with the development until Miami Wilds develops and obtains approval for the Habitat Management Plan from the U.S. Fish and Wildlife Service, which plan shall be subject to County's consent. � Miami Wilds will pay real estate and personal property taxes on all assessed improvements. � Miami Wilds will cooperate and coordinate with Zoo Miami on various Lease Agreement provisions to include, but not limited to, events, marketing, ticket packages, and parking management. � Revenue to the County estimated at $59.5 million over the forty (40) year base term of the Lease Agreement derived from the development of the water park, RDA, and the first 100 rooms of the family hotel (Phase I), all to be completed within 36 months of the commencement date. Phase II of the family hotel includes the development of an additional 100 rooms of the family hotel to be completed no later than 72 months from the commencement date. � Miami Wilds is required to make a significant capital investment in the Premises for the water park, the RDA and the family hotel of no less than $99 million, with the total estimated direct development costs of the water park being no less than $43 million, the total estimated direct development costs of the RDA being no less than $4 million, and the total estimated direct development costs of the family hotel being no less than $52 million ($26 million for Phase I of the family hotel and $26 million for Phase II of the family hotel). � Miami Wilds shall develop, manage, operate, and maintain the Premises. � Miami Wilds shall conduct its operations in a first-class manner comparable or superior to similar attractions and operations. � Miami Wilds shall develop parking for a minimum of 2,099 automobiles and 90 buses that will serve the ZMEA including Zoo Miami and be responsible for managing, maintaining and operating the parking areas in accordance with the ZMEA Traffic Operation and Parking Plan attached as Exhibit J to the Lease Agreement and to pay Living Wages for all covered services in accordance with Section 2-8.9 of the County Code. � Miami Wilds shall create 304 new, full-time (or full-time equivalent) jobs at ZMEA with annual averages salaries of no less than the greater of $35,620.00 and the then-current County Living Wage (as determined in accordance with Section 2-8.9 of the County Code). The 304 jobs must be created by December 31st of the fifth year following substantial completion of the water park, RDA and Phase I family hotel, or approximately within 8 years of the commencement date. � Miami Wilds is required to create an additional 99 (for a total of 403) new, full-time (or full-time equivalent) jobs at ZMEA with annual averages salaries of no less than the greater of $35,620.00 and the then-current County Living Wage. The additional 99 jobs must be created by December 31st of the fifth year following substantial completion of the Phase II family hotel, or approximately within 11 years of the commencement date. � Once created, Miami Wilds will be required to maintain all of the jobs at the minimum required salaries for at least five (5) years and will need to verify that such jobs were created and maintained during each of those years. Miami Wilds will be liable for liquidated damages for any jobs not created or maintained. � Miami Wilds, in recognition that the project is to be an economic catalyst for south Miami-Dade County, shall create a permanent, skilled jobs� training program and curriculum to train workers for jobs within the ZMEA and to use reasonable, good faith efforts to hire persons from the training program for ZMEA jobs and to recruit Miami-Dade County residents for the ZMEA jobs. � Miami Wilds will also undertake all of the design and construction work for the parking development and the ZMEA in accordance with all applicable laws, including, the County�s Sustainable Buildings Ordinance, the County�s Small Business Programs, including the payments of responsible wages and application of small business measures, and Art in Public Places, among other requirements, for all areas of development, including the parking, Water Park, RDA and family hotel � Parking will be used and made available at no cost to employees of Zoo Miami and ZMEA and will be made available for a fee for all visitors to Zoo Miami and ZMEA. Miami Wilds shall set the pricing rates for self-parking and valet parking based upon current market conditions, provided however that daily rates shall never exceed $9.00 (in 2019 dollars) without prior written consent and approval by the County. � County will receive Zoo visitor associated parking revenue estimated at approximately $1.53 million annually net of operating expenses for the parking development, which are the responsibility of Miami Wilds. All operating expenses that are to be deducted shall be limited to those directly necessary and associated with the operations of the parking development and will be subject to prior, annual review and approval of the County. � Miami Wilds shall annually fund a capital reserve which must exclusively be used to reinvest in the property to ensure appropriate maintenance and upkeep over the life of the Lease Agreement in the following amounts: 7 percent of the Water Park�s gross revenue, 4 percent of the hotel�s gross revenue beginning the third lease year after substantial completion (with 2 percent and 3 percent of the hotel�s gross revenues beginning the first and second lease years after substantial completion, respectively), and 4 percent of the retail-dining-entertainment gross revenue. � Miami Wilds to provide a security deposit in the amount of $14,200 until substantial completion of the water park development, and thereafter, $142,000. � The County shall not permit any other County-owned property within a five (5) mile radius of the ZMEA that has the capacity to serve a minimum of 2,000 people at the same time, to be used for a water theme park, water attraction, theme park, or amusement park. � The Lease Agreement includes an option, to be exercised within one year of the commencement date, to negotiate a lease or amendment to the Lease Agreement to develop on approximately 39 acres of the former Coast Guard Housing site a four (4) star resort hotel, subject to approval by this Board. Designated Purchase and Waiver of Section 2-10.2 of the County Code and Resolution No. R-407-19. It is also recommended that this Board approve, pursuant to Section 2-8.1(b)(3) of the County Code, a designated purchase in order to select Miami Wilds as the developer and operator of the parking development. Competitive bidding is not practicable in this instance, and it is in the best interest of the County to have Miami Wilds be the developer and operator of the parking development because Miami Wilds is uniquely positioned as the developer and operator of the water park, RDA, and family hotel to seamlessly develop, manage, and operate parking as an integral part of the operations, and necessary for the overall visitor experience at the ZMEA. 100% of the design, engineering and construction of the parking areas will be paid by Miami Wilds with only a portion of this cost (up to $13.5 million) is anticipated to be reimbursed to Miami Wilds by the EDF funds, subject to approval of an EDF grant agreement and if and when Miami Wilds generates the jobs required under the Grant Agreement. It is also recommended, and found to be in the best interests of the County, that this Board waive the requirement set forth in Section 2-10.4.2 of the County Code that the County obtain two M.A.I. appraisals for leases or conveyances of land valued at over $5,000,000. Due to the length of time required to negotiate this transaction and its various components, it was not practical to continuously appraise the property. However, two M.A.I. appraisals of the Premises were completed including one in 2012 and one in 2016. The rent included in the Lease Agreement is consistent with the findings of the latest of these appraisals which reflected a market value of $47,850,000 ($405,508 per acre), and an annual market rent of $3,590,000 ($30,424 per acre) for 115.6 acres. Calculated on a per acre basis results in an annual market rent of approximately $31,000 per acre. Staff has used the appraised value by the County Property Appraiser for 2019 to further confirm that the rental rates in the lease are consistent with current valuations. As of 2019 the larger property was assessed at $105,000 per acre, versus the independent 2016 appraisal at $405,508 per acre, which this transaction is based upon. It is further recommended that this Board waive resolution R-407-19 that requires four weeks advance notice to the public prior to consideration by the Board or a committee of the Board, of the lease of land without competitive bidding. Since County residents have been made aware of the County�s intent to lease these Premises through the 2006 referendum, followed by the passage of R-157-12, which authorized a two-step solicitation process, and finally, the passage of R-109-14, which rejected all proposals and authorized the County Mayor or Mayor�s designee to negotiate with Miami Wilds, the four week noticing requirement is not necessary in this instance. Deed Restricted Boundaries, Environmental Protection, and EDA Grant Miami-Dade County acquired 1,009.83 acres for the Zoo Miami property from the NPS in 1974. Subsequently, in 1987, the NPS conveyed an additional 49.67 acres of land to the County which was then developed into the Gold Coast Railroad Museum. Both conveyances included deed restrictions which required the property to be used for public park and recreational purposes. In support of the County�s desire to develop the ZMEA, on November 17, 2011, the County entered into an agreement with the United States to release the deed restrictions from three parcels of land totaling 67+/- acres of the Zoo Miami property and transfer the restrictions onto 164.28 acres of land at West Kendall District Park. Since that time, the ZMEA boundary has been modified to the boundary included in the proposed Lease Agreement. Part of the Premises are therefore still encumbered by the deed restrictions. The proposed Amendment No. 1 (Attachment B), would revise the legal description of the 67+/- acres for release of the deed restrictions to correspond with the boundary of the Premises. In accordance with the 2011 agreement, the deed restrictions remain on West Kendall District Park. The Release and Termination of Restrictions (Attachment 4 to Attachment B) will be executed by NPS and the County Mayor or Mayor�s designee and will be recorded in the public records of Miami-Dade County following passage of this item. The Miami Wilds development is proposed to be located outside of any natural areas. The County is taking a proactive role in working closely with the U.S. Fish and Wildlife Service to ensure that all federal requirements are met for those natural areas surrounding the project. In 2018, PROS� Natural Areas Management staff, in coordination with the U.S. Fish and Wildlife Service, Zoo Miami, and Regulatory and Economic Resources (RER), completed the second edition of the Pine Rockland Management Plan. The attached area map (Attachment E) provides additional context regarding land utilization, delineates parcel boundaries, and verifies that such natural areas are not part of the leased premises. On July 15, 1994, a Covenant of Purpose, Use and Ownership was recorded between the County and the EDA for the purpose of providing a $4.5 million grant under the covenant to assist in financing the improvement and expansion of Zoo Miami. The covenant had an expected useful life of 20 years. Since the purpose of the grant has been fulfilled, and the covenant is beyond the 20-year useful life, the EDA has agreed to release the covenant in accordance with regulation 13 CFR Part 314.10. The Release along with a new Covenant to ensure compliance with federal non-discrimination requirements and religious prohibitions (Attachment C) will be executed by the EDA and the County Mayor or Mayor�s designee and recorded following the passage of this item. Economic Development Under Florida Statute 125.045, the County is entitled to negotiate contracts to enhance and expand economic activity in the County by attracting and retaining business enterprises in order to provide a stronger, more balanced and stable economy. Through leasing of real property, the County seeks to improve local infrastructure as a means to increase employment opportunities and improve the economic contribution of County-owned property. 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 multi-phased project would justify the use of the economic development conveyance contemplated by Section 125.045 of the Florida Statutes for the lease of the Premises. To comply with the goal of increased employment opportunities, Miami Wilds is required to make a minimum capital investment in the Premises, create job training programs and opportunities for the local workforce, aspire to contract with architects and contractors head-quartered in Miami-Dade County, and to create jobs. Specifically, Miami Wilds is required to create and maintain for a period of five years, 304 new full-time equivalent jobs with annual average salaries of the greater of $35,620 or the then-Living Wage for the water park, the first phase of the family hotel and RDA. In regard to the second phase of the family hotel, the Tenant will be required to create an additional 99 full-time equivalent jobs with annual average salaries of the greater of $35,620 for a total of 403 full-time equivalent jobs. Additional details of the recommended Lease Agreement are as follows: LESSEE: Miami Wilds, LLC COMPANY MANAGERS: Miami Wilds LLC is governed by the following three managers: Bernard Zyscovich, , Michael Diaz, Jr., and Paul M. Lambert. Diaz, Lambert, and Zyscovich manage other Miami-Dade based firms in the areas of law (Diaz), real estate finance advisory (Lambert), and architecture (Zyscovich). All have significant experience in the development of real estate and related projects. Miami Wilds has engaged ProParks Attractions Group, LLC, to serve as the manager of the Water Park and retail areas. Formed from a recent merger between Pro Parks Management Company and Innovative Attraction Management (IAM), which companies currently own and operate a large portfolio of water parks and family entertainment centers across the country including, Hawaiian Falls Water Park, Camelot Park Family Fun, and Orlando�s newest water park, Island H2O Live. FINANCING: Funding of the $99 million plus project will be a combination of debt and equity as indicated by an attached letter from Centennial Bank (Attachment D) associated with the debt commitment to the project. Miami Wilds has advised the County that the equity portion of the funding will be provided by the following investor/developer groups: BBC 100, LLC, Wildz, LLC, Lifestyle Accelerator Fund LLC, Family Playground Limited Liability Company, and 495 Development LLC. LOCATION: 100 Biscayne Blvd Suite 2510 Miami, FL 33132 FOLIO NUMBERS: 27.5 acres of Folio 30-5936-000-0050 ZONING: Subject to DRI approved pursuant to Resolution No. R-1207-75 and subsequent amendments and modifications to the Program Summary of the Miami-Dade County Zoological Park and the South Dade Metropolitan Park. ________________ Michael Spring Senior Advisor