Two years ago, City Attorney Jim Messer wrote a memo to the Pensacola City Council on the legal relationship between the city of Pensacola and Community Maritime Park Associates, Inc. and on how the sublease process should work.
Councilwoman Sherri Myers asked that I share the eight pages: MesserCity_CMPA.
The memo concludes with a sublease negotiation process that Messer said he had vetted with special counsel:
1) The sublease process commences when a potential subleasee approaches either the Mayor, City Council or CMPA.
2) If the tenant/concept appears agreeable, the potential subleasee is sent to CMPA.
3) The CMPA has the authority to negotiate a lease on terms and conditions acceptable to the City Council.
4) The Council has the sole final authority over the proposed sublease.
5) CMPA has no right to deviate from whatever basic concepts transmitted to it for negotiations.
6) CMPA has no legal right to disregard or change orders of the Council.
7) CMPA must execute any sublease as the agent of the City.
8) If any CMPA board members refuse to discharge this obligation, the City Council can remove them.
The City Council has two other options:
i) Appoint itself as the CMPA board or
ii) Hire a Master Developer to act on its behalf and have the subleases fit the council’s parameters.
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Based on this opinion:
a) The mayor’s office should not have been involved in the sublease process at the park. He can only forward prospects to the CMPA. The mayor can not veto any sublease approved by the city council and executed by the CMPA.
b) The City Council had an obligation to inform the CMPA of its terms and conditions prior to the sublease negotiations with any potential sublessee. The council should not have waited until after the subleases were approved by the CMPA.
c) In the absence of any instruction from the City Council other than to get the council a lease before its July regular meeting, the CMPA approved subleases similar to those already approved by the City Council.
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None of these things happened with the Studer’s proposed subleases or with the negotiations with MCM-BAP. And I don’t know how CBRE fits into any of this.
