HomeMy WebLinkAboutItem #71 - Discussion ItemTO
FROM
CITY OF MIAMI FLORIDA ! .
INTER -OFFICE MEMORANDUM j
Honorable Mayor and Members
of the City Commission
'i
jwWrA Mar u
City Manager
DATE :
SUBJECT
REFERENCES:
ENCLOSURES:
I
September 2, 1997 FILE
Discussion Item .
September 9, 1997 Agenda
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Discussion item concerning the proposed sale of a portion of the FEC property to Metro -
Dade County.
SENT BY :CITY OF M I AM I 9- 2 - 97 ; 5:43PM ; CITY MANAGER ' S OFF.- 305 416 207514 1 / 5
CITY OF MIAMI, FLoniuA •
INTER -OFFICE MEMORANDUM
TO : Honorable Members of the DATE. September 2, 1997 VILE
City Commission
5ttwtc. Letter of Intent
re: FEC Property
PROM : Joe Caroll • � REFERENCES
Mayor ENCLOSURES:
Enclosed please find a copy of the Letter of Intent regarding the proposed sale of a
portion of the FEC property to Metre -Dade County to be discussed at the September 9,
1997, City Commission Meeting.
SENT BY CITY OF MIAMI
; 9- 2-97 ; 5:43PM ; CITY MANAGER'S OFF. __
•
305 416 2075;# 2/ 5
Letter of Intent
. iI
Between the Mayors of MetropWftan Dade County and the City of Miami
,Re: proposed Purchase Agreement for an approximate 17 acre pordva of the FECPropery
August 6,1997
The proposed terms and conditions outlined below represent a unique opportunity for the City of
Miami ("City") and Metropolitan Dade County ("County") to work cooperatively toward the
world class development of Miami's downtown waterfnt. Pursuant to negotiations between the
County and City concerning an agreement by which the County would secure the
above -captioned property for the purpose of developing a new downtown waterfront. this letter
shall serve as a proposal of intent by which the Mayors of both County and City will work
together to expeditiously place a proposed purchase agreement before their respective
Commissions with a favorable recommendation. The terms and conditions set forth below shall
serve as the basis for a proposed purchase agreement between the County and. fire City for the
above -captioned property.
DESCRIPTION OF PROPERTY
The City shall convey to the County, via warranty deed demonstrating clear title, a portion of the
FEC property consisting of approximately 17 acres (the "Property" or "Site") which is generally
described as:
• Bounded on the north by the north right of way line of N.E. 8th Street extended
east to the bay, on the south by the north right of way line of Port Boulevard; on.
the west by the east right of way line of Biscayne Boulevard; and on the east by
Biscayne Bay.
PROPOSED PURCHASE TERMS AND PRICE
i
• The Purchase Price for the above captioned Property shall be thirty-frn,r million
seven hundred thirty-five thousand five hundred seventy-three dollars
$34,735,573.00.
• The terms for payment shall be all cash at closing. The closing date for thin
transaction shall be no later than November 1,1997.
ADDITIONAL CONDITIONS
• County will assume 50% of the reasonable costs incurred by the City associated
with defending any lawsuits precipitated solely by the County's development of a.
new arena on the FEC Site, excluding any fees or costs incurred prior to the
cffective date of the final purchase agreement and further excluding the costs of
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SENT SY T ITY OF M I AM I
9- 2-97 ; 5 43PM CITY MANAGER'S OFF.'
305 416 2075;# 3/ 5
.4r
any ,judgment arising from such litigation. County shall have right to approve
selection of counsel in connection with any such suits.
• County agrees to fund and construct a pedestrian bridge to Bayside Marketplace,
provided all necessary approvals and easements can be reasonably obtained. City
shall exercise due diligence to assist County in obtaining all approvals, pennies,
and easements requited to construct such bridge.
• City to continue to provide and perform all municipal services within the Property
and the County and its agents, licensees, and tenants shall utilize City police and
fire personnel in connection with all "off duty' services.
WU amendments and/or applications shall be filed through the Downtown
Development Authority (DDA), at no expense to the City or DDA.
• All Site development and use shall be subject to the City's Master Plan, zoning,
and Development of Regional Impact (DRI) Development Order to the extent
applicable. _.
• `City and County shall cooperate-and..assist .the-DDA_in its- of bM_ to-obtain_;a _ .. ......
determination that the permitted uses on the Site will not constitute a substantial
deviation from and is permitted under the c sting DRI and will cooperate mia
assist the DDA in the negotiation of a Pre -Development DRI Agreement ar>d
amendment to DRI:
• County, shall be responsible for satisfying and providing for the cost of any and all
DRI Development Order mitigation measures required as a condition related to
the approval of the amended Development Order for the developmcnt of the
Property, excluding the costs of construction or modification of entrance or exit
ramps to I-95 or 1-395, unless funds for such construction or modification can be
obtained by the County from state or federal grants. In no event, shall the City be
obligated to fund the construction or modification of such entrance or exit ramps
to I-95 or I-395.
The Deed conveying the Property to the County shall contain a restriction, which
will limit development and use of the Property for purposes of building a sports
and entertainment arena and related parking and. retail, and up to 70,000 square
feet of retail, specialty entertainment, dining, cinema, public cultural facilities,
educational facilities, museums, and visitor attractions space, as well A'S
administrative office space to, provide service thereto ("Retail Rights"). The Deed
shall specify that.such Retail Rights are separate and apart from the up to 30,000
square feet of arena site retail development authorized in the Arena Agreements
between the County and Basketball Properties, Ltd. (13PL). With regard to the
C;ounty's Retail Rights, all leascs, subleases, licenses, or management agreements
shall contain a pass through provision to ensure payment of the City's pdrtion Q
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SENT BY CITY OF M I AM I ; 9- 2-97 ; 5.44PM CITY MANAGER ' S OFF.- 305 416 2075.4 4/ 5
•O
applicable ad valorem taxes by an entity other than the County. City has the right
to fund and construct an elevated pedestrian bridge over N.W. 8th Street
connecting the COUnty's land to future City development north of the Site.
ENVIRONMENTAL RENLEDIATION:
County shall undertake prior to closing a Phase II Environmental Assessment at
the Property to (a) assess the environmental conditions of the Property, (b) after
consultation with the City, propose an appropriate enviromnental rernediatioi'
action plan ("RAP") based upon the contamination documented by the Phase II
Audit and the risk posed by such contamination, and (c) estimate the cost to
complete and implement the appropriate "RAP". The cost -of such Phase IT
bnvironmental Assessment shall be paid 50% by the City and 50% by the County.
in the event that the cost of the Phase lI Environmental Assessment and the
estimated cost to complete and implement the appropriate "RAP" exceeds six
million dollars ($6,000,000), then the County may elect, at its sole discretion and
without recourse, not to purchase the Property.
• In the event that the County and the City enter into a Purchase Agreement, the
City shall deposit two mullion five hundred thousand dollars ($2,S00,000) Ifiom
the proceeds of the sale of the Property into an escrow account at closing. Any
costs, up to two million five hundred thousand dollars ($2,500,000), incurred by
the County to complete and implement the "RAP"' shall be paid -to the County
from the escrow account referenced above. Any costs to comploft and implemew
the "RAP" which are in excess of two million five hundred thousand dollars
($2,500,000), and less than six million dollars ($6,000,000), shall be paid by the
County. Any balance of funds remaining in escrow upon completion and
implementation of the "RAP" shall revert to the City.
In the event the County and the City do not enter into a Purchase Agreement, any
remedial activities on the property which may be required to comply with Federal,
State, or local laws, regulations, rules or ordinances will be performed by the City;
at its sole cost and expense, pursuant to (a) a specific administrative consent
agreement executed by the County and the City setting forth mutually agreed
upon schedules for performance of approved remedial activities consistent with
the of etnentioned risk evaluation of on site conditions, and phased to be
completed in conjunction with the actual site usage or development or (b) in the
absence of such consent agreement being reached between the parties, pursuant to
applicable law. The parties agree that such a consent agreement is in the public
interest and the parties;thall use their good faith effort to reach such an agreement:
• City shall have releases or contribution or indemnification with respect to claims
arising from tiro performance of the Phase H Environarentai Assessment (i.e:
personal injury or property damage claims), other than any claims arising from toe
3 w peg
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SENT BY:CITY OF MIAMI ; 9- 2-97 ; 5:45P!M CITY MANAGER'S OFF.- 305 416 2075;# 5t 5
presence or discovery of environmental conditions on the Site, or Claims causcd
by the City, its employees, agents, licenses or contractors.
This Letter of Intent represents the understanding reached between the Mayors of Metro Dade
County and the City of Miami regarding the basic terms and conditions for a proposed purchase
agreement related to the above -captioned property. Both Mayors agree to recommend these.
terms and conditions, as a package, for Approval to their respective legislative bodies. Also, each
Mayor agrees to support and assist the other in formal presentations of the Letter of intent Xo
their respective Commissions.
Alex Yene doe ' llo '
Mayor, Metro Dade County M or, City of Miami