IN THE CIRCUIT COURT OF THE 11

TH
J UDICIAL CIRCUIT, IN AND FOR
MIAMI-DADE COUNTY, FLORIDA
GENERAL J URISDICTION DIVISION
CASE NO.
GRACIELA SOLARES
Plaintiff,
vs.
CITY OF MIAMI, a Florida municipal
corporation,
Defendant.
/
COMPLAINT FOR DECLARATORY AND ANCILLARY RELIEF
Plaintiff, Graciela Solares, by and through undersigned counsel, sues Defendant, the
City of Miami, and states:
JURISDICTION AND VENUE
1. The Court has jurisdiction pursuant to the Florida Constitution, Art.V, 5(b) and
Art.V, 20( c), as implemented by Section 26.012 and Chapter 86, Florida Statutes.
2. Venue is proper in this Court because it seeks a judicial interpretation and the
application of Section 3(f)(iii) and Section 29-B of the Charter of the City of Miami with respect
to a City-wide Referendum Special Election that is scheduled for August 26, 2014.
PARTIES
3. Plaintiff, Graciela Solares (Solares) is a citizen, and a resident, property owner,
taxpayer, voter and elector of the City of Miami.
1
4. Defendant, the City of Miami (City), is a municipal corporation of the State of
Florida.
GENERAL ALLEGATIONS
5. This action seeks declaratory and ancillary relief pursuant to Chapter 86, Florida
Statutes, with respect to Section 3(f)(iii) and Section 29-B of the Charter of the City of Miami.
6. The City is the fee simple owner of the waterfront land located between Port
Boulevard, Biscayne Boulevard, Chopin Plaza and Biscayne Bay, collectively referred to as
Bayfront Park.
7. The Miami City Commission adopted Resolution R -14- 0227 which states:
In accordance with the provisions of Section 3(f)(iii) or Section
29-B of the Charter of the City of Miami, Florida, as applicable, a
referendum special election is hereby called and directed to be held
in the City of Miami, Florida, from 7:00 A.M. until 7:00 P.M., on
Tuesday, August 26, 2014, for the purpose of submitting to the
qualified electors of the City of Miami for their approval or
disapproval of the proposed lease amendments as set forth in the
Ballot Question.
A copy of Resolution R-14-0227 is attached hereto as Exhibit 1.
8. The Ballot Question to be presented on August 26, 2014 pursuant to Resolution
R-14-0227 is titled: Proposed Amendment to Existing Leases of City-Owned Waterfront Land
at Bayside Marketplace.
A. The Miami City Charter
9. Charter Section 29-B contains general prohibitions, restrictions and limitations on the
power of the Miami City Commission with respect to the leasing of City-owned land and it
expressly requires the publication of requests for competitive bid proposals.
2
10. The requirements of Section 29-B for the publication of requests for competitive bid
proposal can not be waived or circumvented by either the Miami City Commission or the
electorate.
11. Section 29-B authorizes a limited extension of an existing lease, not to exceed ten
years, and, only during the last five years of the lease. The relevant part of Section 29-B states:
Notwithstanding anything herein to the contrary,
the city commission, by a 4/5ths affirmative vote,
may grant alessee of city-owned property a one-
time extension during the last five years of its
lease, without the necessity of a referendum, for
the purpose of funding additional capital
improvements. The extended term shall not exceed
twenty-five percent of the original term or ten
years, whichever is less. The granting of such an
extension is subject to the lessee paying fair market
rent as determined by the city at the time of such
extension and not being in default of its lease with
the city nor in arrearage of any monies due the city.
See, Charter Section 29-B.
12. Charter Section 3(f)(iii) imposes additional prohibitions, restrictions and limitations
on the power of the Miami City Commission with respect to leasing City-owned waterfront
land:
Sec. 3. Powers.
The City of Miami shall have power to:
(f) Acquisition and disposition of property and services:
* * *
(iii) To lease to or contract with entities for the management of any
of the citys waterfront property, but only in compliance with the
other requirements of this charter and on condition that:
3
A) the terms of the lease or contract allow reasonable public
access to the water and reasonable public use of the property,
and comply with other charter waterfront setback and
view-corridor requirements; and
B) the terms of the contract result in a fair return to the city and the
terms of a lease result in a fair return to the city based on two
independent appraisals; and
C) the use is authorized under the then existing comprehensive plan
of the city; and
D) the procurement methods prescribed by ordinances
are observed; and
E) the contract does not exceed five years and does not
contain an automatic renewal or termination penalty.
Any such lease or contract or proposed extension or modification
of an existing such lease or contract which does not comply with
each of the above conditions shall not be valid unless it has first
been approved by a majority of the voters of the City.

B. Development Within Bayfront Park
13. In March 1983 the City published a Request for Proposals for a Unified
Development Project for a designated and limited area within Bayfront Park for the
development, construction and operational rights for restaurants, fast-food services, retail stores,
markets and an entertainment area responsive to the urban, environmental and design factors
4
inherent to the Citys waterfront within the designated Bayfront Park area that is now known as
Bayside.
14. On information and belief Rouse-Miami, Inc., the General Partner of the Bayside
Center Limited Partnership submitted a proposal responsive to the Request for Proposals that
was selected by the City.
15. An initial agreement for what is described as the Retail Parcel was accepted on
J anuary 14, 1985 and an amended, restated and finalized lease was signed on October 17, 1985
by and between the City and the Bayside Center Limited Partnership (hereinafter the Bayside
Retail Lease ).
16. On J anuary 14, 1985 an agreement for what is described as the Garage Parcel
was signed by and between the City and the Bayside Center Limited Partnership (hereinafter the
Bayside Garage Lease ).
17. The Commencement Date for the Bayside Retail Lease and the Bayside Garage
Lease are the same, to-wit: December 1, 1985.
18. The Original Term of the Bayside Retail Lease and the Bayside Garage Lease
are the same, each is for the forty-five year (45) period from December 1, 1985 until November
30, 2030.
19. The Bayside Retail Lease and the Bayside Garage Lease each includes an Option
to Renew provision of two (2) fifteen year terms and each Lease requires the lessee to give the
City a written Notice of Renewal not less than six months before the date on which such renewal
term is to commence.
5
C. Proposed Lease Amendments and the August 26, 2014 Referendum Special Election
20. Bayside Marketplace LLC (Bayside Marketplace) is the alleged successor by
merger of the Bayside Center Limited Partnership, and therefore, it holds the Ground Lease
Estate and is the Operating Tenant for both the Bayside Retail Lease and the Bayside Garage
Lease.
21. On information and belief Bayside Marketplace has not provided the City with a
written and unconditional Notice of Renewal with respect to either the first or the second
Renewal Term pursuant to either Lease.
22. The Referendum Special Election will present a single ballot question that:
I) seeks approval for the Miami City Commission to amend both the Bayside Retail Lease and
the Bayside Garage Lease by changing their Original Terms of 45 years - ending on
November 30, 2030, to Terms of 75 years - ending on November 30, 2060; ii) seeks approval
for the Miami City Commission to amend both the Bayside Retail Lease and the Bayside Garage
Lease by granting four (4) new option periods for each Lease, and thereby, each Lease could
continue until the year 2113; and iii) seeks approval for the Miami City Commission to
authorize a Sub-Ground Lease in order for a new entity to independently construct and
independently operate a new project on the City-owned waterfront land within Bayfront Park
that will abut and be immediately adjacent to Biscayne Bay for a 99 year period or until the year
2113.
23. Pursuant to Charter Section 29-B, the Miami City Commission cannot grant an
extension for either the Bayside Retail Lease or the Bayside Garage Lease before the year 2025,
and any extension can not exceed twenty-five percent of the original 45 year term or ten years,
6
whichever is less.
24. The proposed modification to the Bayside Retail Lease and the Bayside Garage
Lease is not an extension authorized by Section 29-B, and therefore, can not be approved by
either the Miami City Commission or the electorate because the Charters requirements for the
publication of requests for competitive bid proposals pursuant to Section 29-B has not been
satisfied.
25. Charter Section 3(f)(iii) requires leases for City-owned waterfront land be
in compliance with the other requirements of this Charter, and therefore, compliance with
Section 29-B is a requirement of Section 3(f)(iii).
26. Charter Section 3(f)(iii) states any lease or proposed lease extension or modification
of an existing lease that does not comply with all of the conditions contained in subsections (A)
thru (E) of Section 3(f)(iii) shall not be valid unless it has been first approved by a majority of
the voters of the City.
27. Charter Section 3(f)(iii) prohibits any lease, proposed extension or modification
of an existing lease of in excess of five years, and therefore, even if the proposed amendments
to the Bayside Retail Lease and to the Bayside Garage Lease did not violate Section 29-B the
proposal will not be valid unless it has been first approved by a majority of the voters of the
City.
28. The City Attorneys Office has taken the position that although City-owned
waterfront land is at issue in the August 26, 2014 Referendum Special Election only a majority
of the votes cast is necessary in order for the Miami City Commission to proceed with the
proposed modifications to the Bayside Retail Lease, to the Bayside Garage Lease and for the
7
Miami City Commission to authorize the Sub-Ground Lease.
29. Solares disputes the City Attorneys interpretation of Section 3(f)(iii) and
further contends that Section 29-B prohibits the extensions, modifications and the sub-ground
lease.
DECLARATORY AND ANCILLARY RELIEF
30. Solares re-alleges and incorporates paragraphs 1 through 29 as if fully restated.
31. Solares is in doubt and uncertain of her rights and duties and of the prohibitions,
restrictions and limitations imposed on the City, acting by and through the Miami City
Commission, pursuant to the Charter of the City of Miami.
32. Solares contends that approval of any lease or approval of any proposed extension
or modification to an existing lease of City-owned waterfront land that does not comply with
each of the conditions specified in subsections (A) thru (E) of Charter Section 3(f)(iii) will not be
valid unless the lease or the proposed lease extension or modification is first approved by a
majority of the voters of the City.
33. Solares contends that the plain language of Section 3(f)(iii) must be applied and
given meaning and effect.
34. Solares contends that the Citys voters and electors in 1979 approved and adopted
what has been renumbered as Charter Section 3(f)(iii) to preserve and to protect the limited and
valuable City-owned waterfront land.
35. Solares contends the voters and electors intended to guard against the potential
misuse of power or undue influences over waterfront public lands by the adoption of Section
3(f)(iii) in 1979 and by the provision that any exception to these conditions must be approved by
8
a greater level of voter approval than historically had been required in the City Charter.
36. Solares further contends that the proposed modifications to the Bayside Retail
Lease and Bayside Garage Lease is not a lease extension authorized by Section 29-B, and the
proposed modifications, including the Sub-Ground Lease, can not be approved by either the
Miami City Commission or by the electorate because the requirements of Charter Section 29-B
for publication of requests for competitive bid proposals has not been satisfied.
37. Solares has an actual, practical and present need for a declaration of her rights and
duties, and the rights, duties and obligations provided and protected by the Charter of the City of
Miami.
38. A bona fide, justiciable controversy exists and that it flows from the definite and
concrete assertion of Solares rights as a citizen, and as a resident, property owner, taxpayer,
voter and elector of the City and the obligations and duties of the Miami City Commission, its
other elected and appointed officials, officers and employees are to abide by and to comply with
the Charter of the City of Miami that was adopted pursuant to the rights reserved to the citizens
and residents of the City by Art. I, Section 1 of the Florida Constitution.
39. The legal and equitable relations between Solares and the City are adverse and
require the declaration that is being sought.
WHEREFORE, Plaintiff, Graciela Solares, respectfully requests that the Court enter
a declaratory judgment that:
A. Declares that Charter Section 3(f)(iii) and Section 29-B do not authorize the
Miami City Commission to grant an extension of the Bayside Retail Lease and/or
the Bayside Garage Lease before the year 2025, which will be the fifth year
9
before the expiration of the Original Term of those Leases;
B. Declares that Charter Section 29-B does not authorize the Miami City
Commission to extend the Bayside Retail Lease and/or the Bayside Garage Lease
for any period in excess of 10 years.
C. Declares that Charter Section 29-B does not authorize the Miami City
Commission to modify the Bayside Retail Lease and/or the Bayside Garage Lease
as proposed or to allow Sub-Ground Lease in the absence of the City complying
with the requirements for published requests for competitive bid proposals
pursuant to Section 29-B;
D. Declares that any proposed modification and/or extension of the Bayside Retail
Lease and/or the Bayside Garage Lease that does not comply with all of the
conditions stated in Section 3(f)(iii)(A) thru (E) must be first approved by a
majority of the voters of the City and not simply by a majority of the votes cast
during a referendum; and
E. Grant such further and additional relief as may be necessary to enforce the
provisions of the Charter of the City of Miami with respect to these matters.
Dated this 7
th
day of August, 2014.
Respectfully submitted,
CARROLL LAW FIRM
Courthouse Tower
44 West Flagler Street
Suite 900
Miami, Florida 33130
Telephone (305) 372-2445
Telefax (305) 372-5977
By /s/ Linda L. Carroll
LINDA L. CARROLL
Fla. Bar No. 150445
10