HomeMy WebLinkAboutR-02-0846J-02-677
7/15/02 02- 846
RESOLUTION NO.
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH MIAMI
ONE CENTRE LIMITED PARTNERSHIP ("ONE MIAMI")
FOR THE PURPOSE OF: (1) AGREEING TO EXECUTE
A CLASS I COASTAL CONSTRUCTION PERMIT
APPLICATION FOR CONSTRUCTION OF SCOUR MATS BY
ONE MIAMI; (2) GRANTING A PERPETUAL AND
NON-EXCLUSIVE EASEMENT TO ONE MIAMI FOR THE
RIGHT TO INSTALL, MAINTAIN, REPAIR AND
REPLACE SCOUR MATS; AND (3) ACCEPTING THE
CONVEYANCE OF THE SCOUR MATS WITHIN THIRTY
DAYS AFTER INSTALLATION, AND WITH OTHER TERMS
AND CONDITIONS AS MORE PARTICULARLY SET FORTH
IN THE AGREEMENT.
WHEREAS, the City of Miami is the fee simple owner of
certain submerged lands that lie adjacent to the property owned
by Miami One Centre Limited Partnership ("One Miami") located at
approximately 201-399 South Biscayne Boulevard; and
WHEREAS, One Miami filed a Conditional Letter of Map
Revision (CLOMR) request with the Federal Emergency Management
Agency (FEMA) to amend the flood elevation of the One Miami
property; and
WHEREAS, FEMA approved the request subject to certain
conditions which conditions included One Miami installing,
maintaining, repairing and replacing, as necessary, articulated
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concrete scour protection mats ("scour mats") on the submerged
lands owned by the City along the existing seawall to provide
additional protection to the existing bulkhead; and
WHEREAS, construction of the scour mats requires a Class I
Coastal Construction Permit from the Department of Environmental
Resource Management ("DERM"); and
WHEREAS, as the owner of the submerged lands, DERM is
requiring that the City execute the application, which will be
jointly signed by One Miami; and
WHEREAS, the City Commission has determined it to be in the
best interest of the City to enter into this Agreement to permit
the construction of the scour mats;
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 to authorizedll to
execute an Agreement, in substantially the attached form, with
One Miami for the purpose of: (1) agreeing to execute a Class I
Coastal Construction Permit application for construction of scour
�i 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
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mats by One Miami; (2) granting a perpetual and non-exclusive
easement to One Miami for the right to install, maintain, repair
and replace scour mats; and (3) accepting the conveyance of the
scour mats within thirty days after installation, and with other
terms and conditions as more particularly set forth in the
agreement.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor. al
PASSED AND ADOPTED this 25th day of July 2002.
MANUEL A. DIAZ, R
ATTEST:
PRIS LLA A. THOMPSON
CITY CLERK
APPRO AID TO FQW AND CORRECTNESS
1grRO VILARELLO
ATTORNEY
W6437:tr:LB
?� If the Mayor does not sign this Resolution, it shall become
effective at the end of ten 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 02— 846
Prepared By: Adrienne Pardo, Esq.
Greenberg, Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of this day
of February, 2002, by and between MIAMI ONE CENTRE LIMITED PARTNERSHIP, a
Florida limited partnership ("One Miami"), whose address is
, and the CITY OF MIAMI, a municipal corporation of the State
of Florida ("City"), whose address is 444 S.W. 4h Street, Miami, Florida 33128.
RECITALS:
WHEREAS, One Miami is the fee simple owner of that certain parcel of land located in
Miami -Dade County, Florida, more particularly described in Exhibit A attached hereto (the "One
Miami Property");
WHEREAS, the City is the fee simple owner of those certain submerged lands lying
adjacent to and abutting the One Miami Property (the "City Property");
WHEREAS, One Miami filed a conditional Letter of Map Revision (the "CLOMR
Amendment") request with the Federal Emergency Management Agency ("FEMA") to amend
the flood elevation on the Property from VE with a BFE of twelve (12) and thirteen (13) feet
NGVD to AE with a BFE of twelve (12) feet NGVD. FEMA has approved the CLOMR
Amendment subject to the satisfaction of certain conditions;
WHEREAS, FEMA has requested that as a condition precedent to the granting of the
CLOMR Amendment, One Miami install and maintain, repair and replace, as necessary,
articulated concrete scour protection mats (the "Scour Mats") on the City Property along the
existing seawall to provide additional protection to the existing bulkhead;
WHEREAS, One Miami will enter into that certain Joint Application (the "Application")
for a Class I Coastal Construction Permit to be submitted to the Department of Environmental
Resource Management ("DERM") for the installation of the Scour Mats (the "Permit");
WHEREAS, DERM is requiring that the City execute the Application as the owner of the
adjacent submerged lands; and
WHEREAS, the City is willing to execute the Application, provided that One Miami
executes this Agreement which provides that One Miami shall (i) be responsible for the
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installation, maintenance, repair and replacement of the Scour Mats in compliance with any and
all Permit requirements, (ii) convey the Scour Mats to the City, (iii) indemnify and hold harmless
the City from any losses arising in connection with the installation, maintenance, repair and
replacement of the Scour Mats and (iv) obtain and maintain insurance as reasonably required by
the City's risk management department.
NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, One Miami and the City hereby agree that the foregoing recitals are true and
correct and further agree as follows:
1. Agreement to Execute Application. One Miami and the City hereby agree that
within ten (10) days after the full execution of this Agreement, One Miami and the City shall
each execute the Application.
2. Installation Maintenance Repair and Replacement of Scour Mats. One Miami
shall have the obligation to install, maintain, repair and replace the Scour Mats to the extent
necessary to insure the uninterrupted use of the Scour Mats for the purposes set forth herein, and
'shall pay all costs and expenses in connection therewith.
3. Grant of Easement. The City hereby grants a perpetual and non-exclusive
easement in favor of One Miami, its successors and assigns to enter in, over and upon the City
Property to install, maintain, repair and replace the Scour Mats.
4. Conveyance of Scour Mats to the City. Within thirty (30) days after the
installation of the Scour Mats, One Miami shall convey the Scour Mats to the City. Upon such
conveyance and acceptance of same by the City, One Miami shall continue to be responsible for
the maintenance, repair and replacement of the Scour Mats to the extent necessary to insure the
uninterrupted use of the Scour Mats for the purposes set forth herein. Attached hereto as Exhibit
B is the form of Bill of Sale by which One Miami shall convey the Scour Mats to the City.
5. Insurance. Prior to commencing the installation of the Scour Mats, One Miami
shall provide the City with evidence of general liability insurance in such amounts as may be
reasonably required by the City's risk management department from time to time, naming the
City as an additional insured with respect to any activity carried on under the terms of the
Agreement.
6. Indemnification. One Miami hereby agrees to indemnify, defend and hold
harmless the City, its officers and employees from and against any and all liabilities, damages,
claims, costs or expenses whatsoever (including all reasonable attorneys' fees and costs whether
suit be brought or any appeals be taken therefrom), arising from, growing out of or in connection
with the installation, maintenance, repair and replacement of the Scour Mats, unless such
liabilities, damages, claims, costs or expenses arises from the gross negligence or willful
misconduct of the City.
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7. Compliance With Laws. One Miami and the City shall at all times observe in the
use of the Scour Mats all applicable municipal, state and federal laws, ordinances, codes,
statutes, rules and regulations.
8. Miscellaneous.
(a) Enforcement. The provisions of this Agreement may be enforced by all
appropriate actions at law and in equity by the fee simple owners from time to
time of the Property, with the prevailing party in any such action entitled to
reimbursement of reasonable attorneys' fees and costs incurred at trial and all
appellate levels.
(b) Counterparts. This Agreement may be executed in any number of counterparts
and by the separate parties hereto in separate counterparts, each of which when
taken together shall be deemed to be one and the same instrument.
(c) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the fee owners from time to time of the One Miami Property, the
City Property and their respective successors and assigns.
(d) Construction. The section headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation hereof. All of the
parties to this Agreement have participated fully in the negotiation of this
Agreement, and accordingly, this Agreement shall not be more strictly construed
against any one of the parties hereto. In construing this Agreement, the singular
shall be held to include the plural, the plural shall be held to include the singular,
and reference to any particular gender shall be held to include every other and all
genders.
(e) Notices. Any and all notices required or desired to be given hereunder shall be in
writing and shall be deemed to have been duly given when delivered by hand
(including recognized overnight courier service, such as Federal Express) or three
(3) business days after deposit in the United States mail, by registered or certified
mail, return receipt requested, postage prepaid, and addressed to the recipient at
the address for such party set forth in the introductory paragraph to this
Agreement (or to such other address as any party hereunder shall hereafter specify
to the other in writing).
(f) Severability. In the event any term or provision of this Agreement is determined
by appropriate judicial authority to be illegal or otherwise invalid, such provision
shall be given its nearest legal meaning or be construed as deleted as such
authority determines, and the remainder of this Agreement shall be construed in
full force and effect.
(g) Exhibits. All of the Exhibits attached to this Agreement are incorporated in, and
made a part of, this Agreement.
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02- 846
9. Amendments, Termination. This Agreement may not be amended, modified or
terminated except by written agreement of the parties hereto and the holders of any mortgages of
record encumbering the One Miami Property; provided, however, that with respect to any
portion of the One Miami Property which has been submitted to condominium form of
ownership, the instrument of amendment or termination shall be executed solely by the
condominium association in lieu of the individual condominium owners and their mortgagees.
Further, no modification or amendment shall be effective unless in writing and recorded in the
Public Records of Miami -Dade County, Florida.
10. Covenants Running with the Land. It is intended that the terms, conditions,
covenants, rights, obligations and burdens set forth in this Agreement shall run with the title to
the One Miami Property and the City Property.
11. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supercedes all prior agreements,
understandings and arrangements, both oral and written, between the parties with respect thereto.
12. Governing Law. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Signed, sealed and delivered in the MIAMI ONE CENTRE LIMITED
presence of these witnesses: PARTNERSHIP, a Florida limited partnership
By: Miami One Centre, Inc., a Florida
corporation, General Partner
Print Name: By:
Name:
Title:
Print Name:
Print Name:
Print Name:
CITY OF MIAMI, a municipal corporation of the
State `Florida
By:
Name:
Title:
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92- 846
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,
2002 by , as of Miami One Centre, Inc., a Florida
corporation which is the general partner of MIAMI ONE CENTRE LIMITED PARTNERSHIP,
a Florida limited partnership, on behalf of the corporation and the partnership. He/she personally
appeared before me, is personally known to me or produced
as identification.
[NOTARIAL SEAL]
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
Notary:
Print Name:
Notary Public, State of Florida
My commission expires:
The foregoing instrument was acknowledged before me this day of ,
2002 by , as of CITY OF MIAMI, a municipal corporation
of the State of Florida, on behalf of the corporation. He/she personally appeared before me, is
personally known to me or produced as
identification.
[NOTARIAL SEAL]
Notary:
Print Name:
Notary Public, State of _
My commission expires:
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02- 846
EXHIBIT "A"
Legal Description of Property
All of Tract A, ONE MIAMI PARCEL A, recorded in Plat Book 155 at Page 80, of the
Public Records of Miami -Dade County, Florida.
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EXHIBIT "B"
Form of Bill of Sale
MIAMI ONE CENTRE LIMITED PARTNERSHIP, a Florida limited partnership
("Miami One"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby grant, bargain and sell to the CITY OF MIAMI, a municipal
corporation of the State of Florida (the "City") those certain articulated concrete scour protection
mats which have been installed upon certain submerged lands owned by the City adjacent to the
real property more particularly described on Exhibit "A" attached hereto along the existing
seawall (the "Scour Mats").
TO HAVE AND TO HOLD, the same unto the City forever.
AND the Scour Mats are sold "As -Is", and the Seller specifically disclaims and excludes
any and all express or implied warranties of any nature whatsoever, including without limitation
any implied warranty of merchantability or fitness for a particular purpose.
AND Miami One hereby covenants to and with the City of Miami that Miami One is the
lawful owner of the Scour Mats; that the Scour Mats are free from all liens and encumbrances;
that Miami One has good right to sell the Scour Mats as aforesaid.
EXECUTED this day of , 2002.
Signed, Sealed and Delivered MIAMI ONE CENTRE LIMITED
in the presence of: PARTNERSHIP, a Florida limited partnership
Print Name:
Print Name:
By: Miami One Centre, Inc., a Florida
corporation, General Partner
By:_
Name:
Title:
7- 02- 846
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,
2002 by , as of Miami One Centre, Inc., a Florida
corporation which is the general partner of MIAMI ONE CENTRE LIMITED PARTNERSHIP,
a Florida limited partnership, on behalf of the corporation and the partnership. He/she personally
appeared before me, is personally known to me or produced
as identification.
[NOTARIAL SEAL)
\\MIA -SRV O 1\GOLDMANJ\1370726vO2\tdngO2! .DOC\2/20/02
Notary:
Print Name:
Notary Public, State of _
My commission expires:
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CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: The Honorable Mayor and Members
of the City Commission
RECOMMENDATION:
DATE: JUL 12 2002
CA -8
SUBJECT: Agreement with Miami One
Centre Limited Partnership
REFERENCES Commission Agenda
July 25, 2002
ENCLOSURES:
FILE:
The administration recommends that the City Commission adopt the attached Resolution authorizing the
City Manager to execute an agreement, in substantially the attached form, with Miami One Centre
Limited Partnership ("One Miami") for the purpose of: (1) agreeing to execute a Class I Coastal
Construction Permit application for construction of scour mats by One Miami; (2) granting a perpetual
and non-exclusive easement to One Miami for the right to install, maintain, repair and replace scour
mats; and (3) accepting the conveyance of the scour mats within thirty (30) days after installation.
BACKGROUND:
The City of Miami is the fee simple owner of certain submerged lands that lie adjacent to the property
owned by One Miami located at approximately 201-399 South Biscayne Boulevard. One Miami filed a
Conditional Letter of Map Revision (CLOMR) request with the Federal Emergency Management Agency
(FEMA) to amend the flood elevation of the One Miami property. FEMA approved the request subject
to certain conditions which conditions included One Miami installing, maintaining, repairing and
replacing, as necessary, articulated concrete scour protection mats ("Scour Mats") on the submerged
lands owned by the City along the existing seawall to provide additional protection to the existing
bulkhead.
Construction of the Scour Mats requires a Class I Coastal Construction Permit from the Department of
Environmental Resource Management ("DERM"). As the owner of the submerged lands, DERM is
requiring that the City execute the application, which will be jointly signed by One Miami.
The attached agreement will provide for:
(1) City and One Miami to execute the DERM permit application
(2) Require One Miami to install, maintain, repair and replace the Scour Mats
(3) Grant a perpetual and non-exclusive easement in favor of One Miami, its successors and assigns to
enter in, over and upon the City property to install, maintain, repair and replace the Scour Mats
(4) Accept conveyance from One Miami of the Scour Mats within 30 days after installation
(5) Require that One Miami provide the City evidence of general liability insurance in such amounts as
may be reasonably required by City, naming the City as additional insured
(6) Provide for One Miami to indemnify and hold harmless the City arising from the installation,
maintenance, repair and replacement of the Scour Mats
Financial Impact:
There is no financial impact to the City.
CAG:DB;l,B'm CC One Miami esmt
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