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HomeMy WebLinkAboutR-03-0007J-03-020 12/31/02 RESOLUTION NO. 03— 007 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, FOR THE CITY'S USE OF FLORIDA'S RIGHT-OF-WAY PARCELS 102 AND 106, LOCATED ON THE SOUTH SIDE OF WATSON ISLAND, MIAMI, FLORIDA, TO PROVIDE SURFACE LEVEL PARKING FOR THE TENANTS AND GENERAL PUBLIC AND A LANDSCAPING AREA FOR THE MIAMI CHILDREN'S MUSEUM, AT AN ANNUAL RENT OF $1.00, UNTIL SUCH TIME THERE IS A TRANSPORTATION NEED FOR SAID PARCELS AND PURSUANT TO ALL TERMS AND CONDITIONS SET FORTH IN THE LEASE AGREEMENT. WHEREAS, the City of Miami requires the use of Florida's Right-of-way Parcels 102 and 106 on Watson Island, Miami, Florida, to provide parking for the tenants and visitors and a landscaping area for the Miami Children's Museum; and WHEREAS, the State of Florida Department of Transportation has agreed to make Parcels 102 and 106 available to the City until such time there is a transportation need; w CONTAINED JAN 0 9 ?nn1 F."audon No. 03- 007 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 adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorizedil to execute a Lease Agreement, in substantially the attached form, with the State of Florida Department of Transportation, for the City's use of Florida's right-of-way Parcels 102 and 106, located on the south side of Watson Island, Miami, Florida, to provide surface level parking for tenants and the general public and a landscaping area for the Miami Children's Museum at an annual rent of $1.00, until such time there is a transportation need for said Parcels and pursuant to all terms and conditions set forth in the Lease Agreement. 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. Page 2 of 3 03— O U 7 Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayoral PASSED AND ADOPTED this 9th day of JannarV , 2003. EL A. DIAZ, MAYOR ATTEST: PRISCILLA A. THOMPSON CITY CLERK APPROVED ORM CORRECTNESS J LAREL I ORNEY W 2:tr:AS:BSS 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. Page 3 of 3 03— 007 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 575-060-33 LEASE AGREEMENT RIGHT OF WAY 05x01 Page 1 of d iTEM/SEGMENT NO.: 2495991 MANAGING DISTRICT: Six F.A.P. NO.: WA STATE ROAD NO.: AlA/MacArthur Cswy. COUNTY.: Miami -Dade PARCEL NO.: 102,106 THIS AGREEMENT, made this day of , by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, (hereinafter called the Lessor), and The City of Miami, a municipal corporation of the State of Florida (hereinafter called the Lessee.) WITNESSETH: In consideration of One Dollar ($1.00) and other good and valuable considerations, the Parties agree as follows: 1. Property and Term. Lessor does hereby lease unto Lessee the lands described in Exhibit "A", for a term of See addendum beginning and ending This Agreement may be renewed for an additional NIA term at Lessee's option, subject to the rent adjustment as provided in Paragraph 3 below. Lessee shall provide Lessor WA days advanced written notice of its exercise of the renewal option. If Lessee holds over and remains in possession of the land after the expiration of the term specified in this Lease, or any renewals of such term, Lessee's tenancy shall be considered a tenancy at sufferance, subject to the same terms and conditions as herein contained in this Lease. This Lease is subject to all utilities in place and to the maintenance thereof as well as any other covenants, easements, or restrictions of record. This lease shall be construed as a lease of only the interest, if any, of Lessor, and no warranty of title shall be deemed to be given herewith. 2. Use. The leased land shall be used solely for the purpose of Public purposes- see addendum If the land is used for any other purpose, the Lessor shall have the option of immediately terminating this Agreement. Lessee shall not permit any use of the land in any manner that would obstruct or interfere with any transportation facilities. The Lessee will further use and occupy said premises in a careful and proper manner, and not commit any waste thereon. Lessees will not cause, or allow to be caused, any nuisance or objectionable activity of any nature on the premises. Any activities in any way involving hazardous materials or substances ofany kind whatsoever, either as those terms may be defined under any state or federal lay.'s or regulations or as those terms are understood in common usage; are specifically prohibited. The Lessee will not use or occupy said premises for any unlawful purpose and will, at Lessee's sole cost and expense, conform to and obey any present or future ordinances and/or rules, regulations, requirements and orders of governmental authorities or agencies respecting the use and occupation of said premises. 3. Rent. Lessee shall Dav to Lessor as rent, on or before the first day of each rent Davment period, the sum of One dollar ($1.00) plus tax, for each year of the term. If this Agreement is terminated prior to the end of any rent payment period, the unearned portion of any rent payment, less any other amounts that may be owed to Lessor, shall be refunded to Lessee. Lessee shall pay any and all state, county, city and local taxes that may be due during the term hereof, including any real property taxes. Rent payments shall be made payable to the Department of Transportation and shall be sent to Florida Dept. of Transportation, R/W Administration, 1000 NW 111 th Avenue, Miami, FL 33172 . The Lessor reserves the right to review and adjust the rental fee biannually and at renewal to reflect market conditions. Any installment of rent not received within ten (10) days after the date due 03- 007 s7s-060.33 RIGHT OF WAY 05M1 Page 2 of 4 shall bear interest at the highest rate allowed by law from the due date thereof. This provision shall not obligate Lessor to accept late rent payments or provide Lessee a grace period. 4. Improvements. No structures or improvements of anv kind shall be placed upon the land without prior approval in writing by the District Secretary for District Six of Lessor. Any such structures or improvements shall be constructed in a good and workmanlike manner at Lessee's sole cost and expense. Subject to any landlords lien, any structures or improvements constructed by Lessee shall be removed by the Lessee, at Lessee's sole cost and expense, by midnight on the day of termination of this Agreement and the land restored as nearly as practical to its condition at the time this agreement is executed. Portable or temporary advertising signs are prohibited. Lessee shall perform, at the sole expense of Lessee, all work required in the preparation of the property or premises hereby leased for occupancy by Lessee, in the absence of any special provision herein contained to the contrary; and Lessee does hereby accept the leased property or premises as now being in fit and tenantable condition for all purposes of Lessee. Lessor reserves the right to inspect the leased area and to require whatever adjustment to structures or improvements as Lessor, in its sole discretion, deems necessary. Any adjustments shall be done at Lessee's sole costs and expense. 5. Maintenance. Lessee shall keep and maintain the land and any building or other structure, now or hereafter erected thereon, in good and safe condition and repair at Lessee's own expense during the existence of this lease, and shall keep the same free and clear of any and all grass, weeds, brush and debris of any kind, so as to prevent the same becoming dangerous, inflammable or objectionable. Lessor shall have no duty to inspect or maintain any of the land, buildings or other structures, if any, during the term of this Lease; however, Lessor shall have the right, upon twenty-four (24) hours notice to Lessee, to enter the property for purposes of inspection, including conducting an environmental assessment. Such assessment may include but would not be limited to: surveying, sampling of building materials, soil and groundwater; monitoring well installations; soil excavation; groundwater remediation; emergency asbestos abatement; operation and maintenance inspections; and, any other actions which might be reasonable and necessary. Lessor's right of entry shall not obligate inspection of the property by Lessor, nor shall it relieve the Lessee of its duty to maintain the property. In the event of emergency due to a release or suspected release of hazardous waste on the premises, Lessor shall have the right of immediate inspection, and the right, but no the obligation, to engage in remedial action, without notice. 6. Indemnification. Lessee shall indemnify, defend, save and hold Lessor, its agents and employees, harmless of and from any losses, fines, penalties, costs, damage, claims, demands, suits and liabilities of any nature, including attorneys fees, (including regulatory and appellate fees), arising out of, because of, or due to any accidents, happening or occurrence on the leased land or arising in any manner on account of the exercise or attempted exercise of Lessee's rights hereunder whether the same regards person or property of any nature whatsoever, regardless of the apportionment of negligence, unless due to the sole negligence of Lessor. Lessee's obligation to indemnify, defend, and pay for the defense or at the Department's option, to participate and associate with the Department in the defense and trial of any claim and any related settlement negotiations, shall be triggered by the Department's notice of claim for indemnification to Lessee. Lessee's inability to evaluate liability or its evaluation of liability shall not excuse Lessee's duty to defend and indemnify within seven days after such notice by the Department is given by registered mail. Only an adjudication or judgement after the highest appeal is exhausted specifically find the Department solely negligent shall excuse performance of this provision by Lessee. Lessee shall pay all -costs and fees related to this obligation and its enforcement by the Department. Department's failure to notify Le>;see of a claim shall riot release Lessee of the above duty to defend. 7. Insurance. Lessee at its expense, shall maintain at all time during the term of this Lease, public liability insurance protecting Lessor and Lessee against any and all claims for injury and damage to persons or property or for the loss of life or property occurring in, on or about the land arising out of the act, negligence, omission, nonfeasance or malfeasance of Lessee, its employees, agents, contractors, customers, licensees, and invitees. Such insurance shall be carried in a minimum amount of not less than See addendum ($ ) for bodily injury or death to any one person or any number of persons in any one occurrence and not less than See addendum ($ ) for property damage. All such policies shall be issued by companies of recognized responsibility licensed to do business in the State of Florida and all such policies shall contain a provision whereby the same cannot be canceled or modified unless Lessor is given at lease sixty (60) days prior written notice of such cancellation or modification. Lessee shall provide Lessor certificates showing such insurance to be in place and showing Lessor as additional name insured under the policies. 03- 007 575.06039 NIGHT OF WAY 05/01 Page 3 of 4 Lessor may require the amount of any public liability insurance to be maintained by Lessee be increased so that the amount thereof adequately protects Lessor's interest. Lessee further agrees that it shall during the full term of this Lease and at its own expense keep the land and any improvements on the land fully insured against loss or damage by fire and other casualty. Lessee also agrees that it shall during the full term of this Lease and at its own expense keep its contents and personal property located on the land fully insured against loss or damage by fire or other casualty and does hereby release and waive on behalf of itself and its insurer, by subrogation or otherwise, all claims against Lessor arising out of any fire or other casualty whether or not such fire or other casualty shall have resulted in whole or in part from the negligence of the Lessor. 8. Eminent Domain. Lessee acknowledges and agrees that its relationship with Lessor under this Lease is one of Landlord and Tenant and no other relationship either expressed or implied shall be deemed to apply to the parties under this Lease. Termination of this Lease for any cause shall not be deemed a taking under any eminent domain or other law so as to entitle Lessee to compensation for any interest suffered or lost as a result of termination of this Lease, including but not limited to (1) any residual interest in the Lease, or (ii) any other facts or circumstances arising out of or in connection with this Lease. Lessee hereby waives and relinquishes any legal rights and monetary claims which it might have for full compensation, or damages of any sort, including but not limited to special damages, severance damages, removal costs or loss of business profits resulting from its loss of occupancy of the leased property specified in the Agreement, or adjacent properties owned or leased by it, when any or all such properties are taken by eminent domain proceedings or sold under the threat thereof. This waiver and relinquishment applies whether (1) this Lease is still in existence on the date of taking or sale; or (ii) has been terminated prior thereto. 9. Miscellaneous. a. This Agreement may be terminated by Lessor immediately, without prior notice, upon default by Lessee hereunder, and may be terminated by either party upon thirty ( 30 ) days prior written notice to the other party. b. In the case of litigation arising out of the enforcement of any terms, covenants or provisions of this Lease, the prevailing party shall be entitled to recover its reasonable attorneys' fees from the non -prevailing party. c. Lessee acknowledges that it has reviewed this Lease, is familiar with its terms and has had adequate opportunity to review this Lease with legal counsel of Lessee's choosing. Lessee has entered intc>4his Lease freely and voluntarily. This Lease contains the complete understanding of the parties with respect to the subject matter hereof. Ail prior understandings and agreements, oral or written, heretofore made between the parties and/or between Lessee and the previous owner of the leased property and landlord of Lessee are merged in this Lease, which alone, fully and completely expresses the agreement between Lessee and Lessor with respect to the subject matter hereof. No modification, waiver or amendment of this Lease or any of its conditions or provisions shall be binding upon Lessor or Lessee unless in writing and signed by both such parties. d. Lessee shall not sublet the lease property or any part thereof, nor assign this Lease, without the prior consent in writing of the Lessor, this Lease being executed by Lessor upon the credit and reputation of Lessee. Acceptance by Lessor of rental from a third party shall not be considered as an assignment or sublease. e. Lessee shall be solely responsible for all bills for electricity, lighting, power, gas, water, telephone and telegraph services, or any other utility or service used on the land. f. This Agreement shall be governed by the laws of the State of Florida, and any applicable laws of the United States of America. g. All notices to Lessor shall be sent to the address for rent payments and all notices to Lessee shall be sent to: City of Miami Office of Asset Management 444 SW Second Avenue Miami Florida 33130 03- 007 575-060.33 RIGHT OF WAY 05/01 Papa 4 of 4 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. LESSOR STATE OF FLORIDA LEGAL REVIEW: DEPARTMENT OF TRANSPORTATION District Counsel D. Michael Schloss Print Name r By: District Secretary Print Name Attest: Executive Secretary By: Title: Attest: Title` Print Name LESSEE (SEAL) (SEAL) 03- 00'7 ADDENDUM TO LEASE AGREEMENT Item/Segment No. 2495991 WPI No. 6113776 State/Job No. 87060-2576 FAP No. N/A SR No. AIA/MacArthur Cswy County Miami -Dade Parcel No. 102, 106 THIS AGREEMENT SHALL SERVE AS AN ADDENDUM to the Lease Agreement made this day of, 2002, by and between the FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT), as lessor and THE CITY OF MIAMI, as lessee. In addition to the provisions contained in the Lease Agreement, the following terms and conditions supersede the language contained in the Lease Agreement. Section 1. PROPERTY AND TERM. Lessor does hereby lease unto Lessee the lands described in Exhibit "A", for a term of until needed for a transportation use, beginning Section 2. USE. The lease of these parcels has been approved for no consideration only if used for the public purposes of surface level public parking, landscaping, lighting, signage and construction staging. If the land is used for any other purpose, the Lessor shall have the option to immediately terminate this agreement. Section 4. IMPROVEMENTS. No permanent structures or buildings will be allowed in the lease area. All improvements to be installed in the lease area are subject to FDOT review and written approval, prior to their installation. Improvements should not interfere with existing drainage and utilities in the rl'ght of way and clear recovery and sight distances must be maintained (this must also be observed during times the parcels are used for construction staging areas). All improvements and any refuse, contamination or other diminution of the property, occurring during the CITY OF MIAMI's lease shall be removed or rectified as requested by FDOT. Lessor reserves the right to inspect, at any time, during the construction of said improvements and require changes and modifications if, at Lessor's sole discretion, public safety requires it. Lessee shall implement such requests for changes or modifications immediately, at Lessee's sole cost and expense, upon notification by Lessor's authorized representative. 03- 007 . Y . Page Two Item/Segment No. 2495991 WPI No. 6113776 State/Job No. 87060-2576 FAP No. N/A SR No. AlA/MacArthur Cswy County Miami -Dade Parcel No. 102,106 Sections 6 and 7. INDENINIFICATION AND INSURANCE. To the extend provided by law THE CITY OF MIAMI shall indemnify, defend, and hold harmless the FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by THE CITY OF MIAMI, its agents, or employees, during the performance of the Agreement, except that neither THE CITY OF MIAMI, its agents, or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by FDOT or any of its officers, agents, or employees during the performance of the Agreement. When FDOT receives notice of claim for damages that may have been caused by THE CITY OF MIAMI in the performance of services required under this Agreement, FDOT will immediately forward the claim to THE CITY OF MIAMI. THE CITY OF MIAMI and FDOT will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the FDOT will determine whether to require the participation of THE CITY OF MIAMI in the defense of the claim or to require that THE CITY OF MIAMI to defend FDOT in such claim as described in this section. The FDOT's failure to promptly notify THE CITY OF MIAMI of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by THE CITY OF MIAMI. The FDOT and THE CITY OF MIAMI will each pay its own expenses for the evaluation, settlement negotiation, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all expenses at trial. 03- 007 Page Three Item/Segment No. 2495991 WPI No. 6113776 State/Job No. 87060-2576 FAP No. N/A SR No. AIA/MacArthur Cswy County Miami -Dade Parcel No. 102 AN ADDENDUM made this day of . 2002, TO LEASE AGREEMENT, dated day of , 2002. All other terms and conditions of the Lease Agreement remain unchanged and with this confirmed and ratified by Lessor and Lessee. LESSOR: STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION District Six Secretary LESSEE: THE CITY OF MAIMI LE TITLE: !v q _ 007 Y,1 Honorable Mayor and Members To : of the City Commission RECOMMENDATION CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM DATE: CA -10 DEC 2 4 2002 FILE : Resolution Authorizing Execution sus�Ecr : of Lease Agreement with State of Florida Department Of Transportation for use of REFERENCES}?arcels 102 and 106 ENCLOSURES: The administration recommends that the Miami City Commission adopt the attached Resolution authorizing the City Manager to execute a Lease Agreement ("the Agreement"), in substantially the attached form, between the City of Miami and State of Florida Department of Transportation (FDOT) for the use of FDOT right-of-way parcels 102 and 106 located on the south side of Watson Island, Miami, Florida. The Agreement is for the purpose of providing parking to the tenants and general public and landscaping for the Miami Children's Museum. The Agreement shall be effective upon the full execution of both parties and shall continue until such time where there is a transportation need. The City will pay an annual rent of $1.00. BACKGROUND The City is presently undertaking several developments on Watson Island. A portion of the FDOT right- of-way that lies adjacent to the Miami Children's Museum ("Museum") is not currently being utilized by FDOT. For purposes of having this right-of-way maintained in an aesthetically pleasing and uniform manner with the lease property of the Museum, the City has requested to lease this right-of-way which area shall be maintained by the Museum. Additionally, the City Commission approved an agreement with the Miami Parking Authority ("MPA") for them to construct, operate and maintain parking on Watson Island for use by tenants and visitors of Watson Island. Presently there is additional FDOT right-of-way that is not being utilized that lies adjacent to the area MPA will be developing for parking. The City has requested FDOT to lease this additional right-of-way to the City for the purpose of allowing MPA to construct, operate and maintain surface level parking. The lease between FDOT and the City will be until such time as there is a transportation need with an annual rent of $1.00. Financial Impact: The City of Miami shall pay an annual rent of $1.00. ���' CAG/DB� pgf/Cover Memo for Lease w FDOT Parcels 102 & 106 0 007