HomeMy WebLinkAboutCity of Tamarac Resolution R-2022-131 3rd Amdt to the Ground Lease Agmt for Tamarac Village PropertyTemp. Reso. #13861
November 9, 2022
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2022 - f 31
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, AUTHORIZING AND DIRECTING,
HOWARD STEINHOLZ AS CO -TRUSTEE UNDER THE
DECLARATION OF APPOINTMENT OF CO -TRUSTEE
DATED APRIL 13, 2016 OF THE TAMARAC LAND TRUST
AGREEMENT DATED JULY 10, 2013 TO EXECUTE THE
THIRD AMENDMENT TO THE GROUND LEASE
AGREEMENT FOR THE COMMERCIAL PARCEL,
ATTACHED AS EXHIBIT 1", BY AND BETWEEN HOWARD
STEINHOLZ AS CO -TRUSTEE AND JKM TV C, LLC; FOR
THE PURPOSE OF EXTENDING THE COMMERCIAL
PARCEL ELECTION PERIOD FOR THE TAMARAC
VILLAGE PROPERTY BEING MORE PARTICULARLY
DESCRIBED IN ATTACHED EXHIBIT 1" PROVIDING FOR
CONFLICTS; PROVIDING FOR SCRIVENER ERRORS,
PROVIDING FOR SEVERABILITY; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, Florida Statutes provide that municipalities shall have the
governmental, corporate, and proprietary powers to enable them to conduct municipal
government, perform municipal functions, and render municipal service, and exercise any
power for municipal purposes, except when expressly prohibited by law; and
WHEREAS, Article IV, Section 4.07 of the City Charter of the City of Tamarac
("City") empowers the City to adopt, amend, or repeal such ordinances and resolutions
as may be required for the proper governing of the City; and
WHEREAS, the City has long had the vision of a Mixed -Use District, where
residents would live, work and play; and
WHEREAS, in support of this vision, in 2005 the City Commission approved the
first ever Mixed -Use District in the City; and
WHEREAS, the City of Tamarac has assembled seventeen properties ("Tamarac
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Village Lands") over a seven (7) year period, beginning in 2006, in the Tamarac Village
area which is located along NW 57 Terrace between Pine Island Road and NW 94
Avenue -,and
WHEREAS, on June 10, 2013, the City Commission approved Resolution R-2013-
77 establishing the Tamarac Land Trust, a Florida Land Trust, for the purpose of holding
ownership of the Tamarac Village Lands, with the City as the sole beneficiary, in
anticipation of the development of Tamarac Village; and
WHEREAS, on July 10, 2013, the City entered into a Florida Land Trust Agreement
with Alan J. Polin, P.A. ("Trustee") to serve as Trustee for the Trust; and
WHEREAS, on September 10, 2013, the City transferred sixteen (16) properties
to the Tamarac Land Trust, said properties located north of Commercial Boulevard along
NW 57 Terrace between Pine Island Road and NW 94 Avenue; and
WHEREAS, on December 11, 2013, the City transferred one additional parcel into
the Tamarac Land Trust; and
WHEREAS, Trustee took title to the Property in accordance with the provisions of
Section 689.071, Florida Statutes and will hold the title in trust for the uses and purposes
and subject to the terms and conditions of the Trustee Agreement; and
WHEREAS, On July 1, 2014, the City issued a Request for Proposal entitled
Master Developer for Purchase and Development of a Mixed -Use City Center (a/k/a
Tamarac Village) with a response date of September 3, 2014. The City received one
response that was deemed non -responsive; and
WHEREAS, subsequent to the Request for Proposal, staff contacted and met with
various entities potentially interested in developing Tamarac Village; and
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WHEREAS, the City Commission approved Resolution R-2015-98 authorizing and
directing Alan J. Polin, P.A. as Trustee of the Tamarac Land Trust dated July 10, 2013 to
execute a Ground Lease Agreement dated October 15, 2015, by and between Alan J,
Polin, PA as Trustee and JKM Tamarac Village LLC for the purpose of developing the
Tamarac Village Property; and
WHEREAS, JKM Tamarac Village approached the City requesting that the Ground
Lease Agreement dated October 15, 2015 be terminated in favor of three leases
associated with each phase of the project; and
WHEREAS, the City Commission approved Resolution R-2018-77, terminating the
Ground Lease Agreement dated October 15, 2015 by and between Alan J. Polin, PA as
Trustee and JKM Tamarac Village LLC and replaced said Ground Lease Agreement with
three separate leases, dated June 22, 2018, with JKM TV MF1 LLC for Multifamily Parcel
1; JKM TV MF2, LLC for Multifamily Parcel 2 and JKM TV C, LLC for the Commercial
Parcel ("Tenant"); and
WHEREAS, for clarification purposes it is only the JKM TV C, LLC lease
agreement for the Commercial Parcel ("Lease Agreement") that is the subject of this
resolution; and
WHERAS, pursuant to City of Tamarac Resolution R-2016-34, dated April 13,
2016, the City entered into a Declaration of Appointment of Co -Trustee of the Tamarac
Land Trust Agreement dated July 10, 2013, and appointed Howard Steinholz to serve as
Co -Trustee under the Land Trust Agreement, as Alan J. Polin, P.A. was inaccessible; and
WHEREAS, the City Commission approved a First Amendment to Lease
Agreement via Resolution R-2020-102, dated October 14, 2020, granting JKM TV C,
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LLC's requested extension to December 22, 2021, to provide notice of its intent to
exercise the options available regarding developing the Commercial Parcel; and
WHEREAS, the City Commission approved a Second Amendment to Lease
Agreement via Resolution R-2021-142, dated December 8, 2021, once again granting
JKM TV C, LLC's requested extension to September 9, 2022 to provide notice of its intent
to exercise the options available regarding developing the Commercial Parcel; and
WHEREAS, on September 10, 2022, JKM TV C, LLC provided notice to the City
of its election not to develop the Commercial Parcel as contemplated as defined in the
Lease Agreement; and
WHEREAS, pursuant to the terms of the Lease Agreement the City has ninety (90)
calendar days following receipt of the Commercial Parcel Notice to advise Tenant of the
City's election under the Lease Agreement; and
WHEREAS, ninety (90) calendar days is not sufficient time to allow the City the
due diligence needed to explore all options related to the highest and best use of the
Commercial Parcel; and
WHEREAS, due to the ongoing evaluation needed to assess the best course of
action necessary for the City, Tenant and City have agreed upon a three hundred and
sixty-five (365) calendar day (or sooner) extension in which City will advise Tenant in
writing of the City's election under the Lease Agreement, and
WHEREAS, The City Commission of the City of Tamarac, Florida, deems it to be
in the best interest of the citizens and residents of the City of Tamarac to authorize and
direct the Trustee for the Tamarac Village Land Trust to execute the Third Amendment to
the Ground Lease Agreement extending the Commercial Parcel Election Period for the
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Commercial Parcel for the development of Tamarac Village attached hereto and
incorporated herein as Exhibit "1".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA THAT:
Section 1. The foregoing whereas clauses are true and correct and hereby
adopted as the legislative and administrative findings of the City Commission and made
a specific part of this Resolution; all exhibits attached hereto are incorporated herein and
made a specific part of this Resolution.
Section 2. The Howard Steinholz as Co -Trustee for the Tamarac Village
Land Trust is authorized and directed, pursuant to this Resolution and that certain Florida
Land Trust Agreement dated July 10, 2013, and that certain Declaration of Appointment
of Co -Trustee Agreement dated April 13, 2016, to execute the Third Amendment to
Ground Lease Agreement for the Commercial Parcel by and between Howard Steinholz
as Co -Trustee under the Tamarac Land Trust Agreement and JKM TV C, LLC, attached
as Exhibit "'I".
Section 3. All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 4. Any scrivener or typographical errors that do not affect intent of this
Resolution may be corrected with notice to and authorization of the City Attorney and City
Manager without further process.
Section 5. If any clause, section, other part, or application of this Resolution is
held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
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application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
Section 6. This Resolution shall become effective immediately upon adoption.
aIsr
PASSED, ADOPTED AND APPROVED this a day of November 2022.
ATTEST:
iJ , ;... .
KIMBERLY"DILLON, CMC
CITY CLERK
MICR LLE J. GOMEZ
MAYOR
RECORD OF COMMISSION VOTE
MAYOR GOMEZ
DIST 1:
COMM. BOLTON
DIST 2:
V/M GELIN
DIST 3:
COMM. VILLALOBOS
y��
DIST 4:
COMM. PLACKO
16-5
APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND RELIANCE
OF THIS CITY OF TAMARAC ONLY.
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THIRD AMENDMENT TO GROUND LEASE
This Third Amendment to Ground Lease (the "Amendment") is made and entered into
effective as of November _, 2022, by and between Howard Steinholz, as Co -Trustee under the
Declaration of Appointment of Co -Trustee dated April 13, 2016 of the Tamarac Land Trust
Agreement dated July 10, 2013 ("Landlord"), and JKM TV C, LLC, a Florida limited liability
company ("Tenant').
BACKGROUND
On July 10, 2013, the City entered into the Tamarac Land Trust Agreement ("Land Trust
Agreement') with Alan J. Polin, P.A. to serve as the Trustee under the Land Trust Agreement
which governs the conveyance and administration of the property which is the subject of the Land
Trust Agreement.
Pursuant to City of Tamarac Resolution R-2016-34, dated April 13, 2016, the City entered
into a Declaration of Appointment of Co -Trustee of the Tamarac Land Trust Agreement dated July
10, 2013, and appointed Howard Steinholz to serve as Co -Trustee under the Land Trust
Agreement, when Alan J. Polin, P.A. was unable to serve.
Landlord and Tenant entered into that certain Ground Lease with an effective date of June
22, 2018, regarding portions of real property known as Parcels C-1 and C-2 of Tamarac Village
Replat, located in Tamarac, Florida, commonly known as "Tamarac Village Commercial Parcel",
as amended by that certain First Amendment to Ground Lease effective as of October 14, 2020,
and by that certain Second Amendment to Ground Lease effective as of December 8, 2021
(collectively, the "Lease").
Pursuant to the terms of the Lease on September 10, 2022, Tenant provided Landlord a
Commercial Parcel Notice (as defined in the Lease) advising Landlord that Tenant has elected not
to develop the Tamarac Village Commercial Parcel as contemplated.
Landlord and Tenant have agreed to amend the terms and provisions of the Lease as more
particularly set forth herein.
Agreement
1. Recitals. The above recitals are true and correct and are incorporated herein by
reference. Capitalized terms which are not defined in this Amendment shall have the same
meaning as defined in the Lease.
2. Amendment to Section 20. Section 20 of the Lease is hereby deleted in its entirety
and replaced with the following:
"SECTION 20. Commercial Parcel Options.
"20.1 Notice of Option. On oi-b fore 5:00p September 410, 2022, Tenant &IiA
advised Landlord in writing (the "Commercial Parcel Notice") }€that it has elected
not to develop the Property as contemplated as of the Effective Date. Landlord
shall have ninety (90) three hundred and sixthfive calendar days(ending
September 10, 2023) or sooner, at Landlord's sole and absolute discretion
following receipt of the Commercial Parcel Notice to advise Tenant in writing (the
"Commercial Parcel Election") either (i) that Landlord intends to terminate this
Lease (the "Commercial Termination Option"), or (ii) that Landlord will allow
Tenant to amend the Site Plan to develop the Property pursuant to a plan of
development as agreed upon by both Landlord and Tenant within the nifiety (10)
three hundred and sixty-five calendar day Commercial Parcel Election Period,
which may include (subject to applicable law), without limitation, for multi -family
residential or other residential purposes (the "Commercial Repositioning Option").
If Landlord does not timely deliver the Commercial Parcel Election to Tenant,
Landlord shall be deemed to have elected the Commercial Termination Option
upon the delivery of such written notice to Tenant or as of September 10, 2023 (the
last date of such ainety (90) three hundred and sixty-five calendar day periodl
whichever is sooner.
"20.2 Commercial Termination Option. In the event the Landlord elects the
Commercial Termination Option, then both the Landlord and Tenant shall enter
into a termination of this Lease; such termination shall not impose any additional
costs, obligations, or liabilities upon Tenant. The parties shall agree to execute such
termination of this Lease no later than forty-five (45) calendar days subsequent to
the date of Landlord's Commercial Parcel Election. The failure to do so shall
nevertheless result in a termination of the Lease. Thereafter, within thirty (30)
calendar days following receipt of the Commercial Parcel Election, Tenant shall
remove any personal property remaining upon the Property. For the avoidance of
doubt, upon election of the Commercial Termination Option, this Lease shall only
terminate with respect to the Property, and any other lease between the Landlord
and any affiliate of Tenant shall continue in full force and effect with respect to the
property leased pursuant to such other leases.
"20.3 Commercial Repositioning Option. If Landlord elects the Commercial
Repositioning Option, then Tenant shall have the right to timely seek all approvals, permits
and licenses deemed by Tenant to be necessary or advisable in connection with the
development of the Property. Landlord agrees to execute all consents and other documents
requested by Tenant in connection with seeking such approvals and to otherwise cooperate
with Tenant in obtaining all licenses, platting and zoning approvals, and other permits and
governmental approvals as may be necessary or required for the development of the
Property in accordance with Tenant's Commercial Repositioning Option."
3. Counterparts. Landlord and Tenant hereby agree that this Amendment may be
executed in one or more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.
4. Conflict and Ratification. In the event of any conflict between the terms of the
Lease and the terms of this Amendment, the terms of this Amendment shall control. Except as
amended and modified herein, the remaining terms and provisions of the Lease shall remain in full
force and effect as originally set forth therein.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE(S).]
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
set forth above.
WITNESSES:
Name: Z Y J
-2� �z
Name: /f e,,7
LANDLORD:
Howard Steinholz., as Co -Trustee under
the Declaration of Appointment of Co -
Trustee dated April 13, 2016 of the
Tamarac Land Trust Agreement
dated July 10, 2013
By: . \1
Howard Steinho z, as Co-Truste
TENANT:
JKM TV C, LLC,
a Florida limited liability company
By: JKM Tamarac Village, LLC,
a Florida limited liability company,
its Manager
By: JKM Tamarac Village
Capital, LLC, a Florida
limited liability company,
its Manager
By:�
Adam P. Freedman,
Manager