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HomeMy WebLinkAboutR-98-0742J-98-751 7/15/98 RESOLUTION NO. 9 8- 742 A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE A LICENSE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, (THE "AGREEMENT"), WITH BASKETBALL PROPERTIES LTD., ("BPL") PERMITTING BPL TO ENTER UPON CITY OWNED WATERFRONT LAND CONSISTING OF APPROXIMATELY 10 ACRES, LOCATED AT 801 BISCAYNE BOULEVARD, MIAMI, FLORIDA, FOR PURPOSE OF CONSTRUCTION AND MAINTENANCE OF APPROXIMATELY 535 FEET OF SHORELINE STABILIZATION IMPROVEMENTS AND INSTALLATION AND MAINTENANCE OF LANDSCAPING, AT NO EXPENSE TO THE CITY OF MIAMI, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, WHICH TERMS MAY BE AMENDED BY THE CITY MANAGER AS MAY BE NECESSARY FROM TIME TO TIME; FURTHER ACCEPTING BPL'S DONATION OF ALL THE LABOR AND MATERIALS ASSOCIATED WITH THE IMPROVEMENTS. WHEREAS, the City is owner of approximately 10 acres of land, including certain submerged lands, located immediately south of Bicentennial Park ("City Land"); and WHEREAS, Basketball Properties Ltd. ("BPL") is currently constructing the American Airlines Arena on certain land owned by Miami -Dade County which is located contiguous to and immediately south of the City Land; and WHEREAS, Basketball Properties Ltd. is willing, ready and able to undertake, at BPL's I ATTACHMENT (S) CONTAINED CITY COMMISSION MEETING OF J U L 2 1 1998 Resoludon No. 98- 742 sole cost and expense certain improvements on the City Land; 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 execute an agreement, in substantially the attached form, (the "Agreement"), between the City of Miami and Basketball Properties Ltd. ("BPL") permitting BPL to enter upon City owned waterfront land, consisting of approximately 10 acres, located at 801 Biscayne Boulevard for the purpose of construction and maintenance of approximately 535 feet of shoreline stabilization improvements and installation and maintenance of landscaping (the "Improvements"), at no expense to the City, and in accordance with the terms and conditions of the Agreement, which terms may be amended by the City Manager as may be necessary from time to time. Section 3. The City Commission hereby accepts the donation from BPL of all the labor and materials associated with the Improvements. Section 4. This Resolution shall become effective upon its adoption and signature of 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. 2 98 - 742 the Mayor. PASSED AND ADOPTED this 21stday of July , 1998. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not ind°ca':a G 'oprowd of this legislation by signing it in the designated place provided, said;>i; +i r becomes effective with the elapse of ten (10) days from a date of CZ •irr,;ss:c�� 4 regarding same, without the Mayorexercising veto. ATTEST: - a J Foe -man, City Clerk WALTER FOEMAN CITY CLERK 31 ATTORNEY JOB/kd/csk/W2755 2 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. 3 98 - 742 LICENSE AGREEMENT This License Agreement (this "Agreement") is made and entered into by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), with offices located at 444 South West 2nd Avenud Miami, FL, 33130 and Basketball Properties, Ltd., a Florida limited partnership with offices located at 1 S.E. 3`d Avenue, Suite 2300, Miami, FL (the "Developer") hereinafter sometimes collectively referred to as the "Parties". WHEREAS, the City owns certain bayfront land including certain submerged land known as the FEC deep water slip, specifically described in Exhibit "A", which is attached hereto and by reference incorporated herein (the "Property"); and WHEREAS, the Parties agree that it is in the best interest of the City and the Developer to undertake certain improvements on the Property; and WHEREAS, the Developer is ready, willing and able to undertake such improvements and maintain such improvements at the Developer's sole cost and expense. NOW, THEREFORE, for and in consideration of $1.00 and other valuable consideration contained herein, the receipt and sufficiency of which are hereby acknowledged, the City and Developer agree as follows: 1. Incorporation of Recitals: 1.1 The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Agreement. 98- 742 2. Right of Entry Upon City Property: 2.1 For the purpose and under the limitations and conditions hereinafter provided, the City grants to Developer, its employees, agents, contractors, consultants, subcontractors or anyone directly or indirectly employed by any of the aforementioned (collectively referred to as "Developer's Agents") a continuing right of entry upon Property. The Developer, by the execution of this Agreement, accepts the right of entry upon the Property in its "as is" condition. The City makes no warranty, either express or implied, as to the condition of the Property. 2.2 The right of entry granted herein authorizes the Developer and the Developer's Agent to enter upon the Property from time to time during the term of this Agreement for the sole purposes of- (i) construction and maintenance of the stabilization of approximately 535 feet of shoreline by placing riprap toe adjacent to the northern property line, in addition, construction of six (6) catch basins north of the parking structure, all as specifically described in Exhibit "B", attached hereto and by this reference hereto incorporated herein ("Shoreline Stabilization"); (ii) installing, and thereafter maintaining, the landscaping as depicted and described in Exhibit "B" attached hereto and by this reference thereto incorporated herein (the "Landscaping"). 2.3 Prior to commencement of construction of any work related to the Shoreline Stabilization or the Landscaping, the Developer, at Developer's sole cost and expense shall be solely responsible for obtaining all required permits and approvals and shall furnish to the City such payment and performance bond or Letter of Credit as may be required by the City Manager. The Developer and Developer's Agents shall construct and maintain the Shoreline Stabilization in strict compliance with the requirements of any and all federal, state, water -2- 9 8- 742 management district or local governmental agencies having jurisdiction over such work, including but not limited the conditions of the Class I Coastal Construction Permit issued by Department of Environmental Resources Management (D.E.R.M.). 2.4 Developer and Developer's Agents, shall, at Developer's sole cost and expense install the Landscaping and construct the Shoreline Stabilization (hereinafter collectively referred to as the "Work") in a good workmanlike manner and to the satisfaction of the City. Upon completion of the Work the Developer shall execute such document as may be necessary to convey to the City all of Developer's right, title and interest in and to any of the Work free and clear of all liens and encumbrances that might have arisen by virtue of the construction and/or installation of the same. 2.5 The Developer shall, and shall cause Developer's Agents to, indemnify, hold harmless, and defend the City, its officers, agents and employees against losses caused by death, injury to persons or damage to property, arising out of or in connection with the performance of the Work, against the risk of loss or damage to the Work prior to the completion thereof, and against losses resulting from claims and demands from third parties arising out of the performance of the Work. 2.6 After completion of the Work, and at all times so long as this Agreement is in full force and effect, the Developer, at Developer's sole cost and expense, shall undertake all routine and extraordinary work to maintain, and in the event of damage or destruction, all work required to restore the Work in a safe and attractive condition and in compliance with all the requirements of all environmental permits and regulations (the "Maintenance"). If the Developer fails to perform the Maintenance in accordance with the provisions of this Agreement, and has not corrected such violation within thirty (30) days from receipt of written notice thereof from the City, then, in such event, the City may, at its option, correct said condition and may perform such work and/or take such action that it deems necessary and the Developer shall be responsible for all expenses incurred by the City associated with any -3- 98- 742 work or action performed by the City and shall reimburse the City within thirty (30) days from its receipt of the City's invoice therefor. 2.7 The right of entry herein granted shall be exercised and used by Developer and Developer's Agents in such a manner as not to cause any damage or destruction of any nature whatsoever to the Property and its surrounding environment, or to cause the interruption of the use of City owned adjoining lands, if any, except as may be reasonably necessary for the Work and the Maintenance, as expressly authorized in this Agreement. 2.8 This Agreement shall commence on the day fully executed by the Parties after the City has received and accepted proof of compliance with the insurance requirements under Section 3.3 below (the "Effective Date"). The Developer herein expressly acknowledges that this Agreement has been issued by the City to authorize the Developer to enter the Property solely for the limited purposes set forth in Section 2.1 of this Agreement and no other. The parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights of the Developer hereunder are not those of a tenant but is a mere personal privilege to do certain acts of a temporary character on the Property and that the City retains dominion, possession and control of the Property and can unilaterally terminate the Developer's right of entry, without any fault or breach on the part of the Developer, or cause whatsoever, provided, however, that notice is given to the Developer as specified in Section 2.10. No leasehold interest in the Property is conferred upon the Developer under the provisions hereof and the Developer does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Property by virtue of this Agreement or its use of the Property hereunder, or by virtue of any expenditures which Developer has incurred in connection with the Work or the Maintenance. me 98-- 742 2.9 The Developer shall: (i) diligently prosecute the construction of the Shoreline Stabilization to completion by no later than January 1, 2000; and (ii) shall diligently prosecute the installation of the Landscaping to completion by no later than January 1, 2000. 2.10 After completion of the construction of the Work, the right of entry granted hereunder and the obligations of the Developer shall continue in full force and effect until such time as: (i) the City revokes and terminates the right of entry herein granted by notifying the Developer in writing one hundred twenty (120) days prior to the effective date of such termination; or (ii) the parties mutually agree to cancel this Agreement. 2.11 In the event of termination of this Agreement, under the provisions of subsection A, or B of Section 2.10, Developer shall at the City's option, either (i) abandon the Work in place, or (ii) at Developer's sole cost and expense, remove either the Landscaping or the Shoreline Stabilization, as may be specifically requested by the City, from the Property and restore the Property to the condition that it was in prior to the Effective Date of this Agreement. Thereafter, the Parties will cause the release of this Agreement to be duly executed and except for the indemnity obligation provided for in Subsection 3.2 below, both Parties will be released from any further obligations hereunder. 3. Indemnity, Insurance and Releases 3.1 To the fullest extent permitted by law, the Developer shall indemnify, defend, protect and hold harmless the City, its employees, officers and agents (the "Indemnitees") -5- 98- 742 from and against all claims, demands, causes of actions, damages, liabilities, losses and expenses, including without limitation, reasonable attorney's fees and expenses, arising out of or resulting from any activities undertaken by the Developer's Agents or anyone for whose acts they may be liable upon the City Property, or in connection with the Work or the Maintenance or the acts or omissions of Developer's Agents or anyone for whose acts they may be liable, with respect to the City Property, the Work or the Maintenance, or as result of an alleged violation of any law, standard, regulation, or permit requirement relating to environmental pollution or contamination, regardless of whether or not such claim, demand, cause of action, damage, liability, loss or expense is caused in part by an Indemnitee. Nothing herein shall be deemed to abridge the rights, if any, of the City to seek contribution where appropriate. 3.2 This indemnity provision shall commence on the Effective Date, shall survive the termination or cancellation of this Agreement and shall continue in full force and effect until one year after this Agreement is terminated. 3.3 Prior to Developer or any of Developer's Agents entering upon the Property for purposes of commencement of the Work, Developer shall furnish to the City Manager the policy or policies of insurance or certificates of insurance in form and such reasonable amounts approved by the City of Miami's Risk Manager. The insurance shall protect the City against all claims for personal injury and property damage arising out of or related to the activities undertaken by the Developer and the Developer's Agents or anyone for whose acts they may be liable, upon the Property or in connection with the Work or the Maintenance. 3.4 Developer hereby waives any and all claims against the City for personal injury or property damage sustained by Developer's Agents arising out of or related to the activities undertaken by Developer's Agents upon the Property or in connection with the Work or the Maintenance and releases the City from any claims in connection therewith. I on 98- 742 4. Notice: 4.1 All notices and other communications hereunder shall be in writing and addressed to the party to be notified as provided for below, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been validly served, given, or delivered five (5) days after deposit in the United States mail, by certified mail with return receipt requested and postage prepaid, or when delivered personally, one (1) day after delivery as follows: If to the City at: With a copy to: City of Miami City Attorney City Manager's Office City Attorney's Office 444 S.W. 2nd Avenue 444 S.W. 2nd Avenue Miami, Florida 33131 Miami, Florida 33131 Attention: Julie O. Bru And a copy to: City of Miami Office of Asset Management 444 South West 2nd Avenue 3rd Floor Miami, FL, 33130 Attention: Dena Bianchino If to Developer at: With a copy to: The Miami Heat Shutts & Bowen LLP SunTrust International Center 1500 Miami Center One Southeast Third Avenue 201 South Biscayne Boulevard Suite 2300 Miami, Florida 33131 Miami, Florida 33131 Attention: Judith A. Burke, Esq. Attention: William Senn, Vice President Design and Construction -7- 98- 742 5. Entire Agreement: 5.1 This Agreement, and the Exhibits attached hereto and incorporated hereby, shall constitute the entire agreement between the Parties and no other inducements, considerations, promises, or interpretations shall be implied or impressed upon this Agreement that are not expressly addressed herein. 6. Remedies: 6.1 In the event the Developer fails to perform Developer's obligations hereunder, including, without limitation Developer's Maintenance obligation, the City shall be entitled to bring suit to seek specific performance and/or damages and shall be entitled to an award of reasonable attorneys fees and costs incurred. 7. Successors and Assigns: 7.1 The conditions and covenants in this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns. -8- 98- 742 Dated and executed by the parties as of , 1998. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Walter J. Foeman, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Mario Soldevilla Risk Management Administrator F: BPLeasement.docJOB City Manager APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello, City Attorney DEVELOPER: BASKETBALL PROPERTIES, LTD., a Florida limited partnership By: BASKETBALL PROPERTIES, INC., a Florida corporation, its general partner VE Name: Title: SKETCH TO ACCOMPANY LEGAL DESCRIPTION Im"r m 14fC.271 Ar 3w %IUIAM HMnMN P.L.S. Y: 300 Bayview Dr. 0203 Mite of Flo Qa Sunny Isle, FL33160 (305) 944-8994 VVT �6:lk (305) 263-3030 Bpr ,11,E (305) 944-1541 Fax �c0 •'����11. "A" SheetMIBIT L of 2— M PAGE I 98- 742 LEGAL DESCRIPTION DESCRIPTION OF A PORTION OF LAND BEING AND LYINO IN SECTION 37, TOWNSHIPS 53 R 54 SOUTH RANGE 42 EAST, IN SECTION 31, TOWNSHIP 53 SOUTH, RANGE 42 EAST, AND SECTION 6, TOWNSHIP 54 SOUTH, RANGE 42 EAST, LYING, AND BEING IN THE CITY OF MAN; MAN DADE COUNTY FLORIDA MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE MOST SOUTH WESTERLY CORNER OF THE BICENTENNIAL PARK ACCESS ROAD AS SHOWN ON PLAT BOOK 140 AT PAGE 50 OF MAN DADE COUNTY FLORIDA. THENCE S4W57' 43 "-E ALONG THE NORTH PROPERTY LINE F.E.C. R.R. CO. TRACT FOR A DISTANCE OF 140.00 FEET TO A POINT. TMMCE S 0002' 17"-W DEPARTING THE AFOREMF. MONED LINE FOR A DISTANCE OF 100.00 FEET TO A POINT. THENCE S-9927' 43"-E FOR A DISTANCE OF 75.00 FEET TO A POINT. THENCE S-23'57' 43"-E FOR A DISTANCE OF 70.00 FEET TO A POINT. THENCE S43.5743 "-E FOR A DISTANCE OF 48.W FEET TO A POINT. THENCE S4W42143"-E FOR A DISTANCE OF 286.60 FEET TO A POINT. THENCE S-0°02'17"-W FOR A DISTANCE OF 14.13 FEET TO A POINT AT RIGHT ANGLE AND 31 FEET TO THE SOLMORLY LINE OF THIS PROPERTY. THENCE S-86'2VW-E FOR A DISTANCE OF 146.27 FEET TO A POINT AT RIGHT ANGLE AND 22.0 FEET TO THE SOUTHERLY LINE OF THIS PROPERTY. THENCE S-89'5743"-E FOR A DISTANCE OF 552.0 FEET TO A POINT AT RIGHT ANGLE AND 22 FEET TO THE SOUTHERLY LINE OF THIS PROPERTY. THENCE S-73.5021"-E FOR A DISTANCE OF 3331 FEET TO A POINT AT RIGHT ANGLE AND 12.75 FEET TO THE SOUTHERLY LINE OF THIS PROPERTY. THENCE S-89.5T43"-E FOR A DISTANCE OF 122.43 FEET TO A POINT AT THE INTERSECTION WITH THE DADE COUNTY BULKHEAD LINE AS PER PLAT BOOK 74 AT PAGE 18. THENCE ALONG THE AFOREMENTIONED LINE S401733"W FOR A DISTANCE OF 12.75 FEET TO A POINT. THENCE N-89057*43"-W DEPARTING THE AFOREMENTIONED LINE AND ALONG TO THE SOUTHERLY LINE OF THIS PROPERTY FOR A DISTANCE OF 1353.36 FEET TO A POINT OF INTERSECTION WITH A LINE 53 FEET EAST OF AND PARALLEL TO THE EASTERLY RIGHT OF WAY LINE OF BISCAYNE DRIVE AS PER A.L. KNOWLTONS MAP OF MiAMI PLAT BOOK "B"PG.41. THENCE N-M79"-E ALONG THE AFOREMENTIONED LINE FOR A DISTANCE OF 318.83 FEET TO THE POINT OF BEGINNING. EXHIBIT A PAGE 2 Sheet; of I 98742 144700SAIDO 1:1 PA n • E > S0 a �A P tit-- -ten cn 2 wm S CAC r*i �o x D m N z Z 2 O O � m � � m r D A ? m Z m D 0 D m N O D o 2 m v '74 TOP OF BANK BOTTOM OF BANK TOP OF BANK BOTTOM OF BANK x- n62, -n �,nV 0-90 — 1.75x-- x-4.--28-- -- - x � ,71 E DEEP WATER BOAT SLIP PROJECT LIMIT APPROX. 535 FT- MEAN LOW WATER LINE WATER LINE d MEAN HIGH WATER LINE sCALL V _ W ELEV. TAKEN BY CSI (FEB'98) � SCALE a D 1'.-30' MEAN LOW WATER LINE - 2.30 WATERLINE ----'--- _ MEAN HIGH WATERLINE _ _ x 0.83 SEA GRAPE (TYP) _ 2.15 - -- _ 2.52 x PROPERTY LINE nR DFTAII FD PI AN VIFW Ltf /M700SIL1A0 L� A 1-- =i O j �? C ma q i"`" ,I �m Z = orn IN PARaL oB-T Ty PROPOSED SWALE PROPOSED STRUCTURE B , PROPOSED CONSTRUCTION TEMPLATE PROPOSED PALM TREE O 20' O.C. x uI w a SCALE: Z N D (� CO g 2 m Z o ; CD < � m r D A m I Co Cl N m � m n o Z c.r O N \ OD � c- v n --1 DEEP WATER BOAT SLIP APPROIL BOTTOM OF BANK APPROX. TOP OF BANK MEAN LOW WATER LINE (-1.0' NGVD) A' APPROX. EDGE OF WATER MEAN NIGH WATER LINE (+1.7' NGVD) r PROPERTY LINE P(ROPOSED BUILDING ([[NORTH LIMIT BUWNG B MED AT 4 FROM NORTH PROPERTY ) SM "A' STRUCTURE TOE OF STRUCTURE ELEV -1.0' NGVD APPROX.) LITREE �IJklf TOP" BANK — — ——swaLE_LIOIE — — PROPERTY IINFF PR91P16SEDXJVZ7 nFTAII AT WFCT FNn A i srrE ir to H bd a TOE OF STRUCTURE tv (ELEV -1.0' NGV'0 APPROX.) SCALE: I I I F 4D 1' BUI ING X //T / r1 rT A 11 A 'r r r rT r% i r-i If SWALE P =G E C. r a o, DD 5 3 v N x Z LA ti G 'Ir o c � Lv IF E ' �o Z 0 O D co(A4j-5 z z o CDm 0 ;a D c) ? v Z m — D oo m I X;� o 0 N m Z1n 1 wzI PROPO ?-' �I w a of ir a PROPOSED PALM TREE ® 20' o.c. CREST ELEV. +6.0' NGVD ROCK CONSTRUCTION r I CLOTH / \ PROPOSED KEY CUT EXIST. PROFILE 0 ( 10 20 30 DISTANCE IN FEET FROM PROPERTY LINE SECTION A -A SCALE: 1 " = 6' 40 H bd H H bd 9 w 1447000p,VMB 1:1 If E� 0 10 a FA A ON A' q 5 Da � m �z _ o rr*1 LLJ �• •�0 2 0 o 0 =A Q a) N Zo -- m c m -10 D O D m (Do a - w Z N 0 Z1 OD V SWALE PROPOSED GARAGE PROPOSED PALM TREE 1 '� '--PROPOSED FILL O a PROPOSED KEY CUT EXIST. PROFILE CREST ELEV. +6.0' NGVD 1'O ROCK CONSTRUCTION TEMPLATE FILTER CLOTH 0 10 20 30 DISTANCE IN FEET FROM PROPERTY LINE SECTION B-B SCALE: 1 " = 6' MHWL (+1.7') o' Li D MLWL L 1.0') 40 H to H H to on til 01 14470muLow 1st ra 1 PROPOSED PALM TREES ® 20' O.C. E€ o I PROPOSED 10 st SWALE CREST ELEV. +6.0' NGVD ► V0 ROCK � a I CONSTRUCTION TEMPLATE y c BUI DING '+ FILTERCLOTH 5 4 tEeu om I 2 =1 9 WL (+ 1.7') w E z --MH— LL, I 0' NGVD 0 i i Z Z o I I PROPOSED OUTFALL C � i I _ Q e I I I PROPOSED CATCH BASIN 5 J N I EXISTING PROFILE 91 ]in 0 10 20 30 O N , coDISTANCE IN FEET FROM PROPERTY LINE J to H a CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and DATE: Members of the City Commission SUBJECT: FROM: REFERENCES: onald H. Warshaw City Manager ENCLOSURES: RECOMMENDATION: CA=18 JUL 1 4 19% FILE : License Agreement between City of Miami and Basketball Properties Ltd. for Donation of Improvements The administration recommends that the City Commission approve the attached Resolution authorizing the City Manager to execute a License Agreement ("Agreement"), in substantially the attached form, with Basketball Properties Ltd. BACKGROUND: The City is the owner of 9.9101 acres of land, including certain submerged lands, located immediately south of Bicentennial Park ("City Land"). Basketball Properties Ltd. is currently building the American Airlines Arena directly south of the City Land. As part of their construction, Basketball Properties Ltd. would like to donate certain improvements, including, but not limited to, the installation of landscaping and stabilization to the southern shoreline of the F.E.C. slip. Highlights of the Agreement are as follows: • Basketball Properties Ltd. will donate the landscaping and the stabilization of the shoreline to the City Land. • Basketball Properties Ltd. will be solely responsible for all of the costs of the installation, repair and maintenance of the improvements. • This Agreement may be terminated by the City, with or without cause, by giving 30 days notice. • Upon termination of the Agreement, the City has the right to have any or all of the improvements removed at Basketball Properties Ltd.'s sole cost and expense. 06 DW:CMC:DB:af: Mayor CC -Improvements .doc 98- '74`2