C7E - Consent to Developer Change

Resolutions - C7 E

C7 E A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING A CONSENT TO CHANGE IN CONTROL OF WEST HOSPITALITY OWNER LLC AND 1250 WEST AVE OWNER LLC (COLLECTIVELY THE “DEVELOPER”), IN SUBSTANTIAL FORM, WHICH CONFIRMS THE CITY’S CONSENT TO THE CHANGE IN CONTROL OF THE DEVELOPER RESULTING FROM AN INTERNAL REORGANIZATION, WHICH CONSENT IS BEING GRANTED IN ACCORDANCE WITH THE TERMS OF THE DEVELOPMENT AGREEMENT BETWEEN THE CITY AND THE DEVELOPER, ENTERED INTO ON THE 4TH DAY OF AUGUST, 2025, WHICH REMAINS UNMODIFIED AND IN FULL FORCE AND EFFECT; AND FURTHER AUTHORIZING THE CITY MANAGER TO FINALIZE THE CONSENT TO CHANGE IN CONTROL, SUBJECT TO FORM APPROVAL BY THE CITY ATTORNEY, AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE AND RECORD THE CONSENT TO CHANGE IN CONTROL. Applicable Area:

COMMISSION MEMORANDUM

December 17, 2026

DATE:

RECOMMENDATION

The Administration recommends that the Mayor and City Commission (City Commission) adopt the Resolution, approving the Consent to Change in Control of the Developer resulting from an internal reorganization. The Administration is supportive of consenting to the purported internal reorganization of the Developer entities. The Consent to Change in Control does not amend the Development Agreement entered into on August 4, 2025, which will remain in full force and effect.

BACKGROUND/HISTORY

On June 27th, 2025, the City Commission adopted Resolution No. 2025-33803 to approve a Development Agreement (DA) between the City, 1250 West Ave Owner LLC (the “Private Project Developer”), and West Hospitality Owner LLC (the “Public Project Developer” and collectively with Private Project Developer, the “Developer”).

On August 4th, 2025, the City and the Developer entered into a DA which delineated the terms and conditions for the development of the Property located at 1250 West Avenue, 1247-1255 West Avenue, and 1234 13th Street located in Miami Beach, Florida.

ANALYSIS

The Developer seeks the City’s Consent to Change in Control resulting from an internal reorganization of 1250 West Ave Owner LLC and West Hospitality Owner LLC such that a “Martin Entity,” in lieu of a “Stern Entity,” shall at all times be responsible for rights and obligations under the DA. This is to be achieved through the City’s approval of a Consent to Change in Control (Exhibit A).

Section 38 of the DA provides that “Developer shall not be entitled to assign or transfer this Agreement or any of the rights and obligations hereunder prior to a) the date of Closing; b) completion of the Baywalk improvements; or c) making of the Baywalk Payment, if applicable, without the prior written consent of the City…” This Section further provides that the “Developer shall have the right at any time and from time to time to sell, transfer and convey any portion of the Development Property to any person or entity (a “Subsequent Owner”) and assign and transfer this Agreement and the rights and obligations hereunder in whole or in part to any Subsequent Owner in connection with such sale, transfer or conveyance of the Property or any portion thereof without the prior consent or approval of the City, provided that a “Stern Entity” … shall at all times (a) hold, directly or indirectly, not less than a 10% ownership interest in the Development Property, (b) serve, directly or indirectly, as a manager of the entity/entities that is/are developing the Private Project and the Public Projects, and (c) exercise, directly or indirectly, day-to- day operational control of the entity as the manager of the entity/entities that is/are developing the Private Project and the Public Projects…”

The Developer seeks to internally reorganize their corporate structure such that David Martin or a “Martin Entity”, as such term is defined in the Consent to Change in Control attached to this Resolution, controls the Developer entities. While the reorganization does not entail the conveyance of the Development Property to a Subsequent Owner (as defined in the DA) or an assignment or transfer of the DA to a Subsequent Owner, the change in control of the Developer resulting from the contemplated internal reorganization requires the written consent of the City pursuant to Section 38.

As such, the Developer has requested the City’s consent to the change in control.

Pursuant to Section 38 of the DA, the City has the right and authority to consent to the assignment of the DA, which includes the right and authority to consent to a change in control of the Developer.

As of this date, the Developer is in compliance with the terms and conditions of the DA. Nothing in the Consent to Change in Control shall amend the Development Agreement or the Developer’s obligations thereunder, which remain in full force and effect.

FISCAL IMPACT STATEMENT

This Item carries no fiscal impact to the City.

Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY)

If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: https://www.miamibeachfl.gov/city-hall/city-clerk/meeting-notices/

FINANCIAL INFORMATION

N/A

CONCLUSION

The Administration is supportive of the Developer’s interest in maintaining compliance and transparency with the Development Agreement and recommends adoption of the Resolution authorizing the City Manager to execute the Consent to Reorganization, in substantial form and subject to form approval.

Applicable Area

South Beach

Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal engaged in lobbying?

If so, specify the name of lobbyist(s) and principal(s): Nicholas J. Rodriguez-Caballero, Bercow Radell Fernandez Larkin + Tapanes 200 S Biscayne Blvd., Suite 300, Miami, FL 33131

Department

Capital Improvement Projects

Sponsor(s)

Co-sponsor(s)

Condensed Title

Consent to Reorganization, West Hospitality Owner LLC & 1250 West Ave Owner LLC. CIP