THE PORT EVERGLADES DEPARTMENT RECOMMENDS APPROVAL.
This action supports the Broward County Board of County Commissioners' (Board) Value of "Ensuring economic opportunities for Broward's diverse population and businesses" and the Goal to "Increase the economic strength and impact of revenue-generating County enterprises balancing economic, environmental, and community needs."
On January 24, 2017 (Item No. PH-40), the Board approved the 30-year term Lease Agreement between Broward County and Port Everglades International Logistics Center, LLC (PE-ILC), for the design, construction, financing, operation, and maintenance of a Logistics Center to be located at the west side of McIntosh Road near the entrance of the Southport area of Port Everglades (see Exhibit 4). On March 20, 2018 (Item No. PH-56), the Board approved the Amended and Restated Lease Agreement (Restated Agreement) between Broward County and PE-ILC extending the lease term to 50 years and making other changes in the lease terms. On December 17, 2018, PE-ILC submitted a request for the County's consent to assign the Restated Agreement to CenterPoint Port Everglades, LLC, a Delaware corporation (Proposed Assignee) (see Exhibit 2). The Proposed Assignee would assume all responsibilities and liabilities for PE-ILC under the Restated Agreement.
CenterPoint Properties Trust (CenterPoint), whose assets at the end of Fiscal Year 2018 totaled $4.2 billion, is the sole member and owns 100% of the voting membership interest in the Proposed Assignee. CenterPoint is providing a Construction Completion Guaranty to the County for the Logistics Center improvements required to be constructed under the Restated Agreement (see Exhibit 5).
During the period from December 17, 2018, through February 8, 2019, PE-ILC submitted additional material and documentation and information as required by Article 11 and Schedule 1 of the Restated Agreement for an assignment application, including: corporate status, resumes of the Officers, business history and experience, corporate and financial information, the Contract for Assignment and Assumption of Ground Lease agreement between the Proposed Assignee and PE-ILC, and the resolution of PE-ILC authorizing the Assignment (see Exhibit 3). Port staff's due diligence included conducting meetings, conference calls, and exchanging correspondence with PE-ILC, as well as a review of all of the documentation required. Port staff has determined that the Proposed Assignee meets the standards of creditworthiness, financial responsibility and resources, has the ability to perform the obligations of the Restated Agreement, has related business experience and a quality reputation for operating and/or managing other logistics center(s) similar in size, nature, and character to that of the Logistics Center on the leasehold at Port Everglades, is not a Disqualified Person, no material defaults or events of default by PE-ILC have occurred, and the assignment complies with the provisions of the Restated Agreement.
Existing members of PE-ILC will assign 100% of their interest in PE-ILC to the Proposed Assignee in return for an assumption payment of $4,000,000. As a condition precedent to the effectiveness of the Consent of Lessor to Assignment and Assumption of Amended and Restated Agreement (Consent) (see Exhibit 1), PE-ILC shall pay the County, on the assignment's effective date, the full amount of the Exit Fee required pursuant to Article 11, Subsection B.2. of the Restated Agreement, which amount shall be reasonably determined by Lessor in accordance with the Restated Agreement and is currently estimated to be $242,698 (see Exhibit 6). If PE-ILC fails to pay the County the full amount of the Exit Fee, as established by the County, on or before the assignment's effective date, this Consent shall be deemed void and of no effect. A separate provision in Article 11, Subsection B.1. of the Restated Agreement providing for an Assignment or Transfer Fee does not apply since the assignment would occur within the first 18 months of the effective date of the Restated Agreement.
The Consent has been reviewed and approved as to form by the Office of the County Attorney. |