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HomeMy WebLinkAboutR-22-0157City of Miami Resolution R-22-0157 Legislation File Number: 11716 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 4/28/2022 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS AFFIRMATIVE VOTE WAIVING COMPETITIVE BIDDING, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A TEMPORARY CONSTRUCTION EASEMENT AGREEMENT ("CONSTRUCTION EASEMENT AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, IN FAVOR OF MIAMI FREEDOM PARK, LLC, A LIMITED LIABILITY COMPANY ("MFP"), FOR A TEMPORARY, NOW EXCLUSIVE EASEMENT OF APPROXIMATELY FIFTY-EIGHT (58) ACRES OF CITY OF MIAMI ("CITY") OWNED PROPERTY WITHIN A PORTION OF LAND LOCATED AT 1400 NORTHWEST 37 AVENUE, MIAMI, FLORIDA ("PARENT TRACT"), AS MORE PARTICULARLY DESCRIBED IN THE SURVEY ATTACHED AND INCORPORATED AS EXHIBIT A, FOR THE LIMITED PURPOSE OF CONSTRUCTION AND STAGING FOR THE DEVELOPMENT OF THE DEMISED PROPERTY IMPROVEMENTS AND PARK IMPROVEMENTS AS DEFINED IN AND PURSUANT TO THE CONSTRUCTION ADMINISTRATION AGREEMENT BETWEEN THE CITY, MFP, AND INTER MIAMI STADIUM, LLC ("CAA") AUTHORIZED BY THE CITY COMMISSION FOR NEGOTIATION AND EXECUTION BY THE CITY MANAGER SIMULTANEOUSLY WITH THIS CONSTRUCTION EASEMENT AGREEMENT, FOR A TERM NOT TO EXCEED THE EARLIER OF (1) TERMINATION OF THE CAA OR (2) AN EARLIER DATE MUTUALLY AGREED TO BY THE CITY AND MFP, PROVIDING THAT UPON COMPLETION OF THE PARK IMPROVEMENTS, THE SCOPE OF THE CONSTRUCTION EASEMENT AGREEMENT SHALL BE REDUCED TO ONLY THAT ACCESS REASONABLY NECESSARY TO COMPLY WITH THE ENVIRONMENTAL COMPLIANCE PROVISIONS CONTAINED IN THE CAA; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN INGRESS, EGRESS, AND UTILITY EASEMENT AGREEMENT ("ACCESS AND UTILITY EASEMENT AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, IN FAVOR OF MFP, PROVIDING FOR A TEMPORARY, NON-EXCLUSIVE EASEMENT OF A COMBINED TOTAL OF APPROXIMATELY ELEVEN (11) ACRES WITHIN THE PARENT TRACT, AS MORE PARTICULARLY DESCRIBED IN THE SURVEYS ATTACHED AND INCORPORATED AS EXHIBIT B, FOR THE LIMITED PURPOSE OF PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS, AND FOR THE CONSTRUCTION, OPERATION, AND MAINTENANCE OF UNDERGROUND UTILITIES AND PUBLIC INFRASTRUCTURE, FURTHER PROVIDING FOR A TEMPORARY, NOW EXCLUSIVE EASEMENT OF A COMBINED TOTAL OF APPROXIMATELY ONE-HALF (1/2) ACRE WITHIN THE PARENT TRACT, AS MORE PARTICULARLY DESCRIBED IN THE SURVEYS ATTACHED AND INCORPORATED AS EXHIBIT C, FOR THE LIMITED PURPOSE OF PEDESTRIAN INGRESS AND EGRESS AND CONSTRUCTION OPERATION AND MAINTENANCE OF THE PEDESTRIAN BRIDGE, FOR A TERM NOT TO EXCEED THE LATER OF (1) THIRTY-NINE (39) YEARS FROM THE LEASE City of Miami Page 1 of 4 File ID: 11716 (Revision: A) Printed On: 6/13/2022 File ID: 11716 Enactment Number: R-22-0157 COMMENCEMENT DATE, AS DEFINED IN THE COMMERCIAL LEASE AGREEMENT BETWEEN THE CITY AND MFP ("COMMERCIAL LEASE") AUTHORIZED BY THE CITY COMMISSION FOR NEGOTIATION AND EXECUTION BY THE CITY MANAGER SIMULTANEOUSLY WITH THIS ACCESS AND UTILITY EASEMENT AGREEMENT OR (2) EXPIRATION OF THE TERM OF ANY SUBLEASE IN EFFECT AND SUBJECT TO A NON - DISTURBANCE AGREEMENT, AS DEFINED IN THE COMMERCIAL LEASE. SPONSOR(S): Mayor Francis X. Suarez WHEREAS, the City of Miami ("City") is the owner in fee simple of approximately one hundred thirty-one (131) acres of real property generally located at 1400 Northwest 37th Avenue, Miami, Florida 33125, identified as folio numbers 01-3132-000-0080 and 01-3132-000- 0090, and commonly known as the Melreese Country Club ("Parent Tract"); and WHEREAS, Miami Freedom Park, LLC ("MFP") desires to design and develop approximately seventy-three (73) acres of the Parent Tract ("Demised Property") for the purposes of constructing a soccer stadium, entertainment center including food and beverage venues, offices, retail, hotel and conference center, and other ancillary commercial development ("Project"); and WHEREAS, the Project shall include the remediation and development of a fifty-eight (58) acre public park, identified in the attached and incorporated Exhibit A ("Park") and located adjacent to the Demised Property; and WHEREAS, the City and MFP have negotiated a ground lease for the soccer stadium ("Stadium Lease"), a ground lease for the commercial development ("Commercial Lease"), a construction administration agreement ("CAA"), and an agreement for non -relocation of the Major League Soccer team ("Non -Relocation Agreement"), all in furtherance of the Project (collectively, "Agreements"); and WHEREAS, in connection with the Project, MFP has requested that the City grant MFP a temporary, non-exclusive easement of the area comprising the Park ("Construction Easement Agreement"); and WHEREAS, the Construction Easement Agreement provides that the use shall be for the limited purpose of construction and construction staging contemplated by the CAA; and WHEREAS, the Easement Agreement is necessary in order for MFP to construct the Demised Property Improvements and Park Improvements, as defined in and pursuant to the CAA; and WHEREAS, upon Park Site Development Completion, as defined in the CAA, the scope of the Easement Agreement shall be reduced from construction and construction staging to only that access reasonably necessary to comply with the environmental compliance provisions contained in the CAA; and WHEREAS, the term of the Construction Easement Agreement shall be from recordation until the earlier to occur of (1) the termination of the CAA or (2) the mutual agreement of the City and MFP; and WHEREAS, MFP has further requested that the City grant MFP a temporary, non - City of Miami Page 2 of 4 File ID: 11716 (Revision: A) Printed on: 6/13/2022 File ID: 11716 Enactment Number: R-22-0157 exclusive easement of various areas of the parent tract, as shown in the surveys attached and incorporated as Exhibit B and Exhibit C ("Access and Utility Easement Agreement"); and WHEREAS, the Access and Utility Easement Agreement provides that the use of the areas totaling approximately eleven (11) acres and identified in Exhibit B shall be for the limited purpose of pedestrian and vehicular ingress and egress, and for the construction, operation, and maintenance of underground utilities and public infrastructure; and WHEREAS, the Access and Utility Easement Agreement further provides that the use of the areas totaling approximately one-half (1/2) acre and identified in Exhibit C shall be for the limited purpose of pedestrian ingress and egress and construction operation and maintenance of the pedestrian bridge; and WHEREAS, the term of the Access and Utility Easement Agreement shall be from recordation until the later to occur of (1) thirty-nine (39) years from the Lease Commencement Date, as defined in the Commercial Lease or (2) the expiration of the term of any Sublease in effect and subject to a non -disturbance agreement as defined in the Commercial Lease; and WHEREAS, authority to execute the Construction Easement Agreement and the Access and Utility Easement Agreement shall be subject to the prior execution of the Agreements; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized' to negotiate and execute a Construction Easement Agreement, in a form acceptable to the City Attorney, in favor of MFP for a temporary, non-exclusive easement of the Park for the limited purpose of construction and staging for the development of the Demised Property Improvements and Park Improvements as defined in and pursuant to the CAA authorized by the City Commission for negotiation and execution by the City Manager simultaneously with this Construction Easement Agreement, for a term not to exceed the earlier of (1) termination of the CAA or (2) an earlier date mutually agreed to by the City and MFP, providing that upon Completion of the Park Improvements, the scope of the Easement Agreement shall be reduced to only that access reasonably necessary to comply with the environmental compliance provisions contained in the CAA. Section 3. The City Manager is further authorized' to negotiate and execute a Access and Utility Easement Agreement, in a form acceptable to the City Attorney, in favor of MFP for a temporary, non-exclusive easement of approximately eleven (11) acres of the Parent Tract identified in Exhibit C for the limited purpose of pedestrian and vehicular ingress and egress, and for the construction, operation, and maintenance of underground utilities and public infrastructure, and further providing for a temporary, non-exclusive easement of approximately one-half (1/2) acre of the parent tract identified in Exhibit C for the limited purpose of pedestrian ingress and egress and construction operation and maintenance of the pedestrian bridge for a term not to exceed the later of (1) thirty-nine (39) years from the Lease Commencement Date, as defined in the Commercial Lease or (2) expiration of the term of any ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. City of Miami Page 3 of 4 File ID: 11716 (Revision: A) Printed on: 6/13/2022 File ID: 11716 Enactment Number: R-22-0157 sublease in effect and subject to a Non -Disturbance Agreement, as defined in the Commercial Lease. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: ria i dez, ity ttor ey 5/30/2022 ria i dez, ity ttor ey 5130/2022 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 4 of 4 File ID: 11716 (Revision: A) Printed on: 611312022