Issue Statement: On August 2, 2021, the City of Oakland Park released the Request for Qualifications, RFQ# 091421 Downtown Properties Redevelopment Project Phase One – Development Firm Pre-Qualification Solicitation.  As a result, twelve responses were received, and the City Commission adopted resolution R-2021-150, which approved a shortlist of the top five ranked firms on November 3, 2021.  On November 15, 2021, the City released the Request for Proposals, RFP #011322 Downtown Properties Redevelopment Project Phase Two- Development Proposals and invited the five firms to submit comprehensive development proposals.   On January 13, 2022, the City received proposals from three (3) of the five (5) pre-qualified firms. 

On March 2, 2022, the City Commission approved Resolution R-2022-028, which (1) Approved the selection committee ranking of the three proposals in response to RFP #011322 Downtown Properties Redevelopment Project Phase Two - Development Proposals; and (2) Authorized City staff to begin negotiations on the necessary agreements with the top-ranked proposer, Kaufman Lynn and the Falcone Group, a joint submittal.   Furthermore, in accordance with R-2022-028, if negotiations were not favorably concluded within a 90-day period, the City Manager was authorized to cease negotiations and negotiate with the next ranked firm.

During the July 20, 2022, City Commission Presentation, staff provided an overview of the development of these sites. During that presentation Staff advised that implementation of the development will require the execution of two key documents. The first of those documents is the Purchase and Sale Agreement, which detailed the conditions under which the Downtown Properties would be sold to Horizon of Oakland Park, LLC for the development of the project. The Purchase and Sale Agreement was approved by the City Commission on first reading at the July 20, 2022, City Commission Meeting. 

This agenda item concerns the second of the two key documents, the Development Agreement.  The Development Agreement provides the details and requirements under which the project will be developed. The second reading of the Purchase and Sale Agreement is a separate item for consideration as a separate item on the agenda.

Recommended Action:   The City Commission approve a resolution authorizing the City to enter into a Development Agreement with Horizon of Oakland Park, LLC for the redevelopment of the Oakland Park Downtown Properties.

Background

Since the initial award and authorization to negotiate, the City team and representatives from Kaufman Lynn Falcone Group (the “Developer”) have met regularly to negotiate the terms of the public private partnership for the development of the Downtown Properties.  The City and the Developer have successfully negotiated business terms for the two enabling documents that will support the development of this project: the Purchase and Sale Agreement and the Development Agreement. Kaufman Lynn and the Falcone Group have created a new business entity to deliver the project, Horizon of Oakland Park, LLC. 

The action that is being presented for City Commission consideration is the approval of the Development Agreement for the City of Oakland Park Downtown Properties which is comprised of six (6) individual sites totaling more than 4 acres and located on the east side of Northeast 12th Avenue, between Northeast 36^th Street and Northeast 38^th Street.

The Development Agreement provides the details for the redevelopment of the Downtown Properties into a Mixed-Use Development. The Development Agreement, together with the Purchase and Sale Agreement, provides the elements required in order to effectuate the development of the proposed mixed-use project. The Development agreement sets forth the timelines, milestones, and  specific conditions  to ensure the success of the development. 

The following is a summary of the Development Agreement:

Development Program

The Project: Consists of the following components: North Building, South Building, Residential Building, Public Recreational Spaces, Public Parking, Woonerf, Train Station provisions, and Open Spaces.

The Site Plans:  The Purchase and Sale Agreement and the Development Agreement contemplate the potential scenarios for the development of the project with or without the acquisition of the private parcels (A and B) and provisions for a potential Train Station. See attached map of Parcel A and B. The proposed site plans retain Greenleaf Park amenities, and the "historic" tree.

Primary Site Plan:

* Exceeds City Code required Ground Open Space = 20%

**Exceeds City Code required Rooftop Open Space = 5%

Alternative Site Plan A-1: without Parcel A

* Exceeds City Code required Ground Open Space = 20%

**Exceeds City Code required Rooftop Open Space = 5%

Alternative Site Plan A-2: without Parcel A

* Exceeds City Code required Ground Open Space = 20%

**Exceeds City Code required Rooftop Open Space = 5%

Summary of Provisions

1.     General Project and Definitions: Defines the elements of the project and establishes clear understanding of terms and conditions within the contract.

2.     Development Review Application, City Development Approval, City Commission Approval and Site Plan Approval:  Sets forth the process and timelines associated with the development of the Downtown Properties.

3.     Development Obligations:

a.      Defines the Developer’s obligations as it relates to:

     i. Construction of the project including the public components: the Woonerf, the Enhanced Woonerf, the Public Recreational Space, the Train Station, NE 38 Street Improvements and the Public Parking Spaces.

     ii.      Marketing, financing, and right to repurchase.

     iii.      Public Benefits and Community Centered Initiatives:

1.      Affordable Housing Designation

2.     Small/Minority/Women Owned Business Participation and Local Workforce Training Programs

3.     Community Outreach Strategy

4.     Public Art

5.     Priority Leasing

      iv.      Establishes a Timeline and Critical Path for the application, approval and construction process.

      v.      Indicates that the Purchaser shall exercise due diligence in obtaining Government approvals and coordinating with the City to resolve entitlement issues.  Permits shall be obtained by the Purchaser through reasonable efforts within 12 months and close on the Property within 60 calendar days of obtaining Governmental Approvals, Permits for the Project and a Construction Loan Commitment.

b.     Defines the City’s obligations:

    i.      Rezoning of the former Omega Church site (1300 NE 38 Street) for the relocation of the Greenleaf Park.

    ii.      Demolition of the former Omega Church site (1300 NE 38 Street). to cause Developer to complete the construction of the Greenleaf Park within 120 days after closing on the property.

4.     Performance of the Work: Establishes timelines for the commencement of the work, sets bonding requirements, defines parties responsible for the expenses associated with the project, and sets warrantee requirements.

5.     Books and Records: Defines the requirements for document retention and records maintenance as required by Sunshine Law.

6.     Default and Termination:  Defines the conditions under which the Developer and the City would be in default under this agreement, defines cure periods, and details remedies.

7.     Indemnification and Insurance: Sets the indemnification provisions for the Developer and the City and Details the Insurance requirements for the Developer throughout the development process.

8.     Condition of Property /Representations and Warranties: This section provides that the City makes no representations or warranties about the property reports provided regarding this transaction. This section also details the developer’s warranties regarding its organizational structure, pending judicial proceedings, and credit worthiness.

9.     Restrictions on Transfer and Assignment of Agreement/ Ownership and Control of Developer/No Liens: Sets limitations of Transfers of Ownership during the term of the agreement; Sets limitations on changes in ownership; clarifies that liens may not be placed on property while owned by the City.

10.    Inspections: Provides provisions that govern access and responsibilities.

11. Miscellaneous/Safety and Protection/City’s Representative:  These provisions set safety standards during the development of the project; while other miscellaneous provisions work together to ensure the proper legal transactional requirements and disclosures are included in this agreement.

If approved with the Purchase and Sale Agreement for this project, the Development Agreement will establish all provisions and requirements for the Development of the Downtown Properties project.

Additional City Actions:

• Purchase and Sale Agreement on Second Reading
• Development Agreement
• Neighborhood Participation Meeting
• Development Review Committee – Site Plan Approval
• Planning and Zoning Board – Bonus Provisions
• City Commission Approval - Bonus Provisions
• Project Specific Documents for City Commission Approval (Future Approval)          

·    Woonerf Long Term Maintenance Agreement

·    Parking Maintenance Agreement

·    Construction Agreement with Developer (Greenleaf Park & Pump Station Relocation)

·    Train Station Delivery Agreement

• Other Approvals:

Rezoning of 1300 NE 38 Street (former Omega Church Site) – site of the future Greenleaf Park

The sale price of the Downtown Properties is $11,206,580.00.  The sales appraised exceeds the highest appraised value by $1,451,580.00.  The Purchase and Sale Agreement requires three deposits prior to closing, totaling $1,200,000.  A payment of $450,000 is required upon execution of the PSA, another $450,000 is required upon final Governmental Approval, and $300,000 due when the City vacates the property.  In addition to the direct sale price, the City will also be receiving capital contributions from the developer, including the development of the former Omega Church site into a new Greenleaf Park, the creation of the Woonerf, and train station platform construction obligations.  These contributions are further outlined in the Development Agreement.

The sale of the land to Horizon of Oakland Park, LLC and the development of the site will also expand the property tax base of the City. As shown in the attached document, the estimated ad valorem impact of the project is forecast to be excess of $24 million over a twenty-year period.