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HomeMy WebLinkAboutM-97-040819 9 e .".farldme Park Agreeme►. Summary of Terms and Conditions LEASE TERMS: • A forty-five (45) year initial lease term. • Rental rate for years 1-10 shall be $4,000,000 per year. • Rental rate for years 1 i -15 shall be $4,000,000 per year Increasing by 1.5% per year until and including year I S. • Rental rate for year 16 shall be $4,500,000. • Rental rate for years 17-45 shall be $4,500,000 per year increasing by 3% per year. • At the Commencement of the initial lease year, the County shall make a payment to the City of $29,000,000 consisting of the sum of the following: (1 $4,000,000 for first year rent plus (11) advance rent payments for years 44 and 45. TOTAL OF ALL CASH RENT PAYMENTS - $279,107,355 at Net Present Value of $97,424,170. (note: see summary of lease payment schedule at end of document) IN ADDITION TO RENTAL PAYMENTS: • County to defease outstanding Parks Bonds valued at $3,950,000 • County contributes cost of new Fire Station In Park up to total of $2,000,000 • County to remove the reverter clause restricting the sale of two parcels on Municipal Justice Tract - 1155 NW 11 th Street. • County to convey title without restrictions to Stadium Warehouse - 850 to 864 NW 23rd Street. • County to provide City G.I.S. building level data base for geographic area of City and 1 mile perimeter. • County to assume full costs of maintaining enhancements to regional arterial roadways on US 1 /Dixie Highway, U.S. 1 /Biscayne Boulevard from the Miami River to City limits and SW 8th Street from Brickeil Avenue to City Limits. • County to assume full maintenance costs for canals, Biscayne Bay shorelines, Miami River shoreline and Biscayne Bay Spoil Islands. County to convey title to southerly two- thirds of parking lot adjacent to WASA pump station at 3rd Street and NW North River Drive. • County to remove lease conveyance approval provision from Virginia Key Beach deed. 97- 408 LEASE CONDITIO' • No Subrogation or Assignment of Leasehold Rights • City Not Liable for Payment of Future Ad Valorem Taxes (if assessed against private Improvements/leases) . • If, for any reason, commercial development on the property, except the arena, is exempted from ad valorem. taxes, the County shall make an annual payment In- lieu -of - taxes to the City • All Site Development 8E Use Subject to City Master Plan, Zoning and DRI Development Order as well as oversight by the DDA and a to be formed Maritime Board. • Mandated City Police and Fire Services. • County will save and hold harmless the City from any damages arising from lawsuits by Leisure Management International by virtue of County's sole decision and efforts to construct a new arena. • County shall, at its sole expense, mitigate any requirements imposed as a result of amendments to the Downtown DRI Development Order necessitated by the County's development program for the property. • County agrees to construct pedestrian bridge to Bayside per 12/7/95 lease terms. • Programming for outdoor events on the Project site shall be subject to approval by the City's Bayfront Park Management Trust. • The Arena shall Include "Miami" within its name. • The County shall not contest the docking of any vessels, regardless of size, at Watson Island. ENVIRONMENTAL REMEDIATION: The City and County acknowledge that as of the date of this Letter of Intent, the City has made no Investigation of environmental matters with respect to the Property. Accordingly, prior to entering Into a Lease Agreement, the City shall undertake an environmental audit of the Property to assess the existence of contamination, Identify the types and amounts of hazardous substances In the soil and water, designate which areas are affected by the contamination or can be potentially affected; and evaluate the extent and cost of remedial action which may be required under the applicable laws and regulations, taking into consideration the site layout and description of the Improvements, and land use activities which are being proposed for development of the Property. The County agrees to cooperate with the City and Its Consultant by identifying and furnishing copies of all reports, data, or other information in the possession of the County, or any of its agencies, pertaining to the environmental condition of the Property. If the environmental audit discovers that contamination exist at the Property, the City will agree to pay 50% of the costs of remediation up to, but not to exceed, $ 10,000,000 as the City's share. Additionally, the Lease Agreement shall contain contractual provisions limiting the City's subsequent liability in connection with environmental matters which shall Include: 1. The County shall be designated as the "generator" of the wastes produced by any Investigation, remedial action, or construction activities undertaken at the Property; 2. the City shall have releases or contribution protection with respect to all work (construction and remedlation) performed at the Property; 9 7 - 408 (2) 11 SNP i i sl 3. the City will, re erve approval rights with respect to the desl^-.,and construction of the improveme; t the Property, in the event that any specil ement of the design or construction would require extraordinary remediation action and result In an unexpected and substantial increase in costs; 4. the County will assume all liability for any contamination at the Property which is discovered during the Lease Term which is not identified as existing at the Property at the Commencement of the Lease Term. S. Any remediation costs due to changes in the configuration of the property's existing shoreline or relocation of the existing slip shall be borne completely by the County. USE AND DEVELOPMENT PARAMETERS: Use and Development Parameters for Proposed 60 acre Maritime Park Project: • Primary Uses Public Park and Baywalk - Not less than 60% of the total upland area (previously 80% w/o arena) Cruise Terminals - 2-S berthing slips for Cruise Vessels Sports and Entertainment Arena • Ancillary Uses Public Cultural Facilities, Museums and Visitor Attractions - no limit Specialty Entertainment - Dining, Theaters, Specialty Cinema, Clubs - no limit Specialty cruise, charter boat, and tour boat marina - not to exceed 25 slips • Restricted Uses Retail - Shoppers goods, general merchandise - Not to exceed 100,000 gross leaseable square feet Office - Administrative support space serving primary and ancillary uses - No primary use business office space permitted. Residential - No residential condominium or apartment uses. Hotel - No hotel or transient overnight accommodations (excluding cruise vessels). Gaming - No class I, class II or class III gaming shall be permitted. Cargo and Ferry Services - No Cargo ship, container ship or auto ferry vessel berthing. (a? 97- 408 d�!e ��1y.t1t St ?, SUMMARY OF LEASE PAYMENT SCHEDULE Lease term In years 45 Initial Lease Payment $ 4,000,000 Annual Increase 1.5% Commencing In year 1 i Increase to $4,500,000 In Year 16 Annual Increase 3.0% Commencing In Year 17 Initial Cash Payment (inclusive of first annual lease payment) $ 29,000,000 YEAR Cash Payments Initial + 1 $29,000,000 2 4,000,000 3 4,000,000 4 4,000,000 5 4,000,000 6 4,000,000 7 4,000,000 8 4,000,000 9 4,000,000 10 4,000,000 11 4,060,000 12 4,120,900 13 4.182,714 14 4,245,455 15 4,309,137 16 4,500,000 17 4,635,000 18 4,774,050 19 4,917,272 20 5,064, 790 21 5,216, 734 22 5,373,236 23 5,534,433 24 5,700,466 25 5,871,480 26 6,047,624 27, 6,229,053 28 6,415,925 29 6,608,403 30 6,806,655 31 7,010,855 32 7,221,181 33 7,437,816 34 7,660,950 35 7,690,779 36 8,127,502 37 8,371,327 38 8,622,467 39 8,881,141 40 9,147,575 41 9,422,002 42 9,704,662 43 9,995,801 44 45 $279,107,355 64) 97-- 408 MAYOR METROPOLITAN DADE COUNTY June 9, 1997 The Honorable Joe Carollo Mayor, City of Miami 3500 Pan American Drive Miami, Florida 33133 Re: Independent Appraisal of Bicentennial Park/ FEC Property Dear Mayor G Wee @. In my letter to you dated May 6, 1997, I offered proposed terms for a ground lease between the City of Miami (City) and Metro -Dade County (County) for the above captioned properties. I also indicated in the offer letter that I would accept an agreement between the City and the County to undertake an appraisal process to determine the Fair Market Value of the above captioned properties, if the City found the payment terms of our offer unacceptable. As you know, it is customary business practice to base the present value of ground lease payments on the Fair Market Value of the property to be leased. Accordingly, you will find attached a cover letter from Mr. J. Mark Quinlivan, MAI, of Quinlivan Appraisal, P.A., setting forth his conclusions of an Appraisal Report undertaken by him on behalf of the County to determine the Market Value of the above captioned properties. Mr. Quinlivan is a State -Certified General Appraiser with substantial experience in appraising downtown Miami properties. The conclusion of his Appraisal Report is that the combined Market Value of the FEC Tract and the Bicentennial Park Tract is $80 million dollars. His Appraisal Report, which I will forward to you, sets forth the identification of the property, the assumptions and limiting conditions, pertinent facts about the area and subject property (including the assessed value of the properties), comparable data, the results of the investigations and analyses, and the reasoning leading to the conclusions set forth. Mayor Carollo, in consideration of the Appraisal Report from Mr. Quinlivan, the lease offer made by the County on May 6, 1997 is more than fair and reasonable for the City of Miami. I would again propose that the May 6, 1997 offer be the basis for a ground lease agreement STEPHEN P. CLARK CENTER, 111 N. W. FIRST STREET, SUITE 2910, MIAMI, FLORIDA 33128-1994 • (305) 375.5071 • FAX (305) 375-3618 408 Wool Mayor Joe Carollo June 9, 1997 Page 2 between the City and the County. Should the City continue to find the offer unacceptable, I would propose that the City retain a local MAI appraiser to conduct a Market Value appraisal of the above captioned properties. Should there be a difference between Mr. Quinlivan's Market Value Appraisal and one provided by the City's appraiser, I would propose that they select a third MAI appraiser by mutual agreement. Working jointly, the three appraisers would then determine a Fair Market Value for the above captioned properties, which would be acceptable to the County as the underlying valuation for any ground lease transaction. As we have discussed, our ability to reach an agreement on this matter is critical to fulfilling the mandate given to us last November by the people of both the City of Miami and Dade County. Further, it represents a unique opportunity for our respective governments to work in partnership towards the revitalization of the Downtown waterfront. It is my hope that we can soon reach an agreement that we both find suitable to bring before our respective Commissions. I look forward to your prompt response and to our continued working relationship. Sincerely, 067 Alex Penelas Mayor cc: The Honorable Chairperson and Members of the Dade County Commission The Honorable Members, City of Miami Commission Armando Vidal, P.E., County Manager Edward Marquez, City of Miami Manager 97- 408 MAKN OunrsaTAR, MAI �*l�CoatV1Y U/111fYi A►►IN►tsq June 2, 1997 +lungmivAx APPn U8AL A Poorv@*&W 6 A OC"Vi" MAL F.a=AT2 A"UAU=4 & C0Wff TAJ4T! h7U0 S.W. 74TR $TAT, SUIS - 000 SOWS: Minna FLOW ► 33143 TaL�erso�rs (0016) 6634SU PAZ (306) 6654991 Jerry S. Hall, Assistant Director Facilities Planning & Development Division General Services Administration Metropolitan Dade County 111 N.W. 1st Street, Suite 2460 Miami, Florida 33128-1907 Dear Mr. Hall: Gazoomi A. Gow*=, MA1 9...04MW. OrwML A►wwewe� Rs 00004" Twou" r. X"amenxma. MAI orL104bw*suo OWWM L "0000wo In accordance with your request and authorization, I have prepared this Complete, Self -Contained Appraisal Report covering. the following described property: Two land parcels containing 50.2276 acres on the east side of Biscayne Boulevard between N.B. 6th Street and' N.E. 13th Street, Miami, Florida. The purpose of this Appraisal is to estimate the Market Value of the described property as of June 1, 1997, being one of the dates of personal inspection. It has been reported to the appraiser that a portion of the property contains environtnental contamination. Apparently the extent of the contamination nor the cost to clean-up and monitor the site is known at this time. The final value estimate would have to be reduced by these costs, when they become available. 'no narrative Appraisal Report that follows sets forth the identification of the property, the assumptions and limiting conditions, pertinent facts about the area and the subject property, comparable data, the results of the investigations and analyses, and the reasoning leading to the conclusions set forth. 07- 408 Li Jess-y S. Hall, Aw'stani Dizvetar GewsW Sww AdndnUtmflon June 20 IM Pap 2 Based on the inspection of the property and the investigabon and analyses undetuken, I have formed the opinion that, as of June 1. 1997, the subject property has a Market Value of: FEC M hEAWW VA= BICESMNUL I!ARK TUCr hfARKEr VAUM Respectfully submitted, PJA& Quwvani M" StMe Cwdficd GCAKW AppndW CacUdudon Numbw. RZOODOI 12 JMQAh (974M 97- 408