HomeMy WebLinkAboutR-97-0726J-97-718
10/14/97
RESOLUTION NO. 9 7 - 726
A RESOLUTION, WITH ATTACHMENTS, APPROVING THE
SALE OF APPROXIMATELY 19.0420 ACRES OF CITY -
OWNED LAND, COMMONLY KNOWN AS THE FEC TRACT,
LEGALLY DESCRIBED IN THE INTERLOCAL AND
COOPERATION AGREEMENT FOR SALE AND PURCHASE
(THE "AGREEMENT"), BY AND BETWEEN THE CITY OF
MIAMI AND METROPOLITAN DADE COUNTY, PURSUANT
TO THE TERMS AND CONDITIONS SET FORTH THEREIN
AND SUMMARIZED IN THE MEMORANDUM FROM THE
CITY MANAGER DATED OCTOBER 8, 1997, IN THE
AMOUNT OF $37,606,234.00; AUTHORIZING THE
CITY MANAGER TO EXPEND CERTAIN FUNDS
PERTAINING TO CLOSING COSTS AND TO EXECUTE
ALL DOCUMENTS NECESSARY TO CONSUMMATE SAID
TRANSACTION, SUBJECT TO THE APPROVAL OF THE
CITY ATTORNEY, INCLUDING BUT NOT LIMITED TO:
(1) THE AGREEMENT; (2) AN AMENDMENT TO AN
AGREEMENT DATED JULY 19, 1988 BETWEEN
METROPOLITAN DADE COUNTY, THE CITY OF MIAMI
AND BAYSIDE CENTER LIMITED PARTNERSHIP, IN A
FORM ACCEPTABLE TO THE CITY ATTORNEY, THEREBY
PROVIDING FOR: A RELEASE OF BAYSIDE'S
LEASEHOLD INTEREST IN A PORTION OF THE
PROPERTY BEING CONVEYED TO THE COUNTY;
CERTAIN NON-EXCLUSIVE RIGHTS AND EASEMENTS
FOR PEDESTRIAN ACCESS BETWEEN THE PROPERTY
AND THE BAYSIDE MARKETPLACE; AND THE
CONSTRUCTION, MAINTENANCE AND OPERATION OF A
PEDESTRIAN BRIDGE CONNECTING THE PROPERTY AND
THE BAYSIDE MARKETPLACE.
WHEREAS, as provided in Section 2(b), Art. VIII, of the
State Constitution, Section 166, Florida Statutes (1996), and
Section 3(f) of the Charter of the City of Miami, Florida, as
amended, the City of Miami (the "City") has governmental,
corporate, and proprietary powers which enables the City to sell
City -owned real property; and
ATTACHMENT (S)_
CONTAINED:
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11 C fl
MEETING O
®CT9k1997
Nesolution No.
9'7- '726
WHEREAS, the City is the fee simple owner of a parcel of
waterfront land commonly known as the FEC Tract which is not
needed at this time for municipal purposes; and
WHEREAS, Metropolitan Dade County (the "County") desires to
purchase and the City desires to sell a portion of said tract of
land consisting of approximately 19.0420 acres of land (the
"Property");
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 sale of approximately 19.0420 .acres of
City -owned land, commonly known as the FEC tract (the
"Property"), and legally described in Exhibit "D" of the attached
Interlocal and Cooperation Agreement for Sale and Purchase (the
"Agreement"), by and between the City of Miami and Metropolitan
Dade County, in the amount of thirty seven million, six hundred
and six thousand, two hundred and thirty four dollars
($37,606,234.00), is hereby approved.
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Section 3. The City Manager is hereby authorizedY to
(1) expend certain funds pertaining to closing costs, as more
specifically identified in the Agreement; and (2) execute all
documents necessary, subject to the approval of the City
Attorney, to consummate the transaction in accordance with the
terms and conditions. set forth in the Agreement, and summarized
in the attached memorandum dated October 8, 1997, including but
not limited to: (i) the Agreement, in substantially the attached
form; and (ii) an amendment to an Agreement dated July 19, 1988
between Metropolitan Dade County, the City of .Miami, and Bayside
Center Limited Partnership, in a form acceptable to the City
Attorney, thereby providing for: a release of Bayside's leasehold
interest in a portion of the property being conveyed to the
County; granting certain non-exclusive rights and easements for
pedestrian access between the Property and the Bayside
Marketplace and the construction, maintenance and operation of a
pedestrian bridge connecting the Property and the Bayside
Marketplace.'
Section 4. This Resolution shall become effective
immediately upon its adoption.
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.
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PASSED AND ADOPTED this 14th day of October , 1997.
j JOE CA OLLO MAYOR
.ATTEST: J
i
WALTER J. VDgMAN
CITY CLERK
APPROVED AS TO LEGAL DESCRIPTION:
AMES KAY P.E.
INTERIM DIRECT OF PUBLIC WORKS
PREPARED AND APPROVED BY:
JULIE O. B
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
CITY ATTO
W1928/JOB/kd/csk/bss
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97- 126
The difference in acreage from the original 17 acres indicated in the Letter of Intent and
the above -mentioned 18.40 acres resulted from a request by the County for an additional
6'3" on the north end of the Property to accommodate construction needs, and the
outcome of a professional survey conducted by the City.
Purchase Price
The total Purchase Price is $37,606,234 ($2,043,273/acre). The price per acre is
equivalent to the average assessed value per acre of the F.E.C. and Bicentennial Park
sites.
Terms of Payment
Payment will be all cash in full at time of closing and shall be deposited in an escrow
account. Upon successful completion of financing by the developer, Basketball
Properties Limited ("BPL"), which must be completed by the later of April 29, 1998, or
90 days after closing, the entire Purchase Price plus accrued interest, less $2,500,000,
shall be disbursed from the escrow account and paid to the City.
As per the Letter of Intent, $2,500,000 will remain in an escrow account to cover the
City's costs of the remediation of the site. The City will be entitled to disbursement of
the interest on this $ 2,500,000 on a monthly basis, until such funds are either expended
on remediation activities or returned to the City upon completion of the RAP and
excavation of the property.
Pedestrian Bridge
The City has the right to construct, at its sole cost, a pedestrian, bridge connecting the
Property to any future City development north of the site. The County reserves the right
to approve the location and design of the bridge.
Restrictive Covenants
A 33 year restrictive covenant running with the land limits the County's development and
use of the Property for the purpose of building a multi -purpose sports, exhibition and
entertainment facility and up to 100,000 s.f. of retail, specialty entertainment, dining,
cinema, public cultural facilities, educational facilities, museums, and visitor attractions,
as well as 37,500 s.f. of ancillary administrative office space.
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In addition, any gambling or gaming activities on the Property will be prohibited unless
approval is granted by the City Commission, which may require monetary consideration
for such approval. Further, no gambling ships can operate from the Property unless
authorized by the City Commission.
The City cannot fill the deep water slip adjacent to the Property nor build anything in that
slip such as docks, etc. for a period of nine months from the closing date of the sale of the
Property. Also, the City cannot fill the submerged land east of the Property nor build
anything on that submerged land in perpetuity.
Prorations
The City will be responsible for 1997 ad valorem and personal property taxes,
assessments, utility fees, solid waste disposal fees, improvement liens rents, costs and
revenues, prior to the date of closing. The County shall assume this responsibility after
date of closing.
Title Insurance
The City has delivered- to the County an abstract of title prepared by Ticor Title
Insurance. The County has 20 business days from the agreement date to obtain a title
commitment to issue title insurance, the cost of which shall be, split between the City and
the County. It is expected that the City's cost of the title insurance will be approximately
$ 50,000.
The County shall give the City written notice of title defects within the later of 20
business days from the agreement or 20 business days from receipt of the title
commitment. The City will then have 60 days to cure the title defects.
Survey
The City has acquired the services of Manucy and Associates to perform all the survey
work necessary. The County shall reimburse to the City up to $5,000 of the cost
associated with said surveys. It is anticipated the survey fees will be $6,200.
Condition of the Property
The County shall inspect the F.E.C. Property not later than fourteen (14) days before the
scheduled closing for the purpose of identifying solid waste to be removed. City agrees
to deliver the F.E.C. Property to County with all existing gates and perimeter fencing.
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Final Inspection
The County and City agree to conduct a joint final inspection of the Property two (2)
business days prior to the date of closing to verify that the "Condition of Property" has
been satisfied.
Closing in Escrow
The closing in escrow of this transaction shall be completed by the later of:
(a) seven (7) business days from execution of this contract unless
otherwise extended, as mutually agreed upon by both City and
County;
(b) within seven (7) business days from the date of the City's obligation
to complete all of the following:
1) cure Title Defects;
.2) adoption by the City of a resolution regarding the sales tax
rebate presented to the City Commission on October 14 for its
approval;
3) the removal by the City of any restrictions pertaining to the sale
or use of alcoholic beverages on the Property;
(c) Seven business days from the election of the County to proceed; or
(d) November 1, 1997. The precise date, time and place of closing shall
be set by the County.
(e) Recording of the grant of Easement from City to County for access
over Old Port Boulevard.
Outstanding Debt on Property
The City agrees to defease, at the time of the disbursement of the escrow, the debt
outstanding on the Property. As of October 1, 1997 this amount is $2,800,000.
Expenses
The County will pay for applicable recording fees on the Special Warranty Deed. .
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Environmental
A) Phase II Environmental Assessment.
The County has commenced the performance of Phase II Environmental Assessment of
Property to assess the environmental conditions of the Property and after consultation
with the City, propose a comprehensive appropriate environmental remediation action
plan (the "RAP") based upon the contamination documented by the assessment, and
estimate the total cost to complete and implement the appropriate RAP.
B) Allocation of Financial Responsibility for the Phase II Audit.
The cost of the Phase II Environmental Assessment shall be paid fifty percent (50%) by
the County and fifty percent (50%) by the City. At the current time, Phase II audit costs
have been $113,000. This amount may go higher depending on DERM requirements for
further testing.
C) Environmental Remediation Action Plan.
In the event the purchase of the Property by the County from the City is consummated,
the County shall perform, or cause to be performed, the RAP, as required by DERM. The
City has the right to review all expenditures for the implementation of the RAP and
Hydrologic Associates, Inc. has been engaged to serve as the City's representative for this
matter.
D) Allocation of Financial Responsibility for the RAP.
The first two million five hundred thousand dollars ($2,500,000) of the costs incurred by
the County to complete and implement the RAP, shall be paid by the City. The County
shall be responsible for the next three million five hundred thousand dollars ($3,500,000).
E) Election Not to Proceed Due to Environmental Concerns
In the event that the sum of the cost of the Phase II Environmental Assessment, and the
estimated total cost to complete and fully implement the RAP exceeds six million dollars
($6,000,000), then the County may elect not to purchase the Property.
F) Escrow Account
Two million five hundred thousand dollars ($2,500,000) of the Purchase Price shall be
deposited in the Escrow Account at closing for payment of the City's allocation of
financial responsibility for the completion and implementation of the RAP. Interest on
this amount will be distributed to the City on a monthly basis.
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Zoning
All development at and use of the Property shall be subject to all City of Miami Charter
and Code provisions as well as zoning and land use regulations.
Litigation Precipitated Solely from Arena Development
The County shall assume fifty percent (50%) of the costs incurred associated with
defending the case of DECOMA MIAMI etc. et al. v. CITY OF MIAMI subsequent to
the Agreement Date. The City is responsible for any damages awarded.
"Off -Duty" Municipal Services
The County shall utilize City police and fire personnel in connection with all required
"off -duty" services provided to the Property.
Non Ad Valorem Assessments and Ad Valorem Taxes
The County will make future payments of all Non -Ad Valorem Assessments and Ad
Valorem taxes with regard to the County's use and development of the Property for non
exempt, non governmental purposes. If the County leases any portion of the Property for
non -governmental purposes, then the lease agreements shall require that the City of
Miami, as third party beneficiary of such interest in the Property, receive an annual
payment equal to the ad valorem taxes that would otherwise be due to the City.
Municipal Services
The City shall continue to provide and perform, at its sole cost and expense, all normal
municipal services within the Property and the Property shall continue to be within the
jurisdiction of the City.
Utilities Availability
The City shall obtain capacity letters confirming that there are water, electric, sewer and
gas capacity available at the Property.
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Restrictions on the Sale of Alcoholic Beverages
The City agrees to remove any restrictions on the sale or consumption of alcoholic
beverages on the Property within 30 days of the agreement date or the County may
terminate the agreement.
Terminatinn
On or before the later of (a) April 29, 1998 or (b) 90 days following the closing, BPL
shall obtain a firm loan commitment to finance the construction of the project or the
County has the right to terminate the agreement.
Additional Agreements
The City Manager hereby requests the authority to execute all necessary documents to
consummate this transaction including, but not limited to, an amendment to the Tri-Party
Agreement dated July 19, 1988 between Metropolitan Dade County, the City of Miami
and Bayside Center Limited Partnership in a form acceptable to the City Attorney. This
amendment will provide for:
(a) a release of Bayside's leasehold interest in a portion of the Property being
conveyed to the County
(b) certain non-exclusive rights and easements for pedestrian access between the
Property and the Bayside Marketplace
(c) the funding .and maintenance by Dade County and the Miami Heat of a
pedestrian bridge connecting the Bayside Marketplace to the Property.
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SECTIC
1.
2.
3.
4.
5.
6.
7.
S.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
TABLE OF CONTENTS
PURPOSE
RECITATIONS TRUE. AND CORRECT
DEFINITIONS
RULES OF CONSTRUCTION
REALTY
PURCHASE PRICE
TERMS OF PAYMENT
INTEREST CONVEYED
PEDESTRIAN BRIDGE CONNECTION
9.1 Pedestrian Bridge Connection to City Development
North of FEC Property
9.2 No Obligation to Develop
RESTRICTIVE COVENANT
PRORATIONS
TITLE INSURANCE
SURVEY
LIENS
CONDITION OF THE PROPERTY
FINAL INSPECTIONS
CLOSING
TIME OF THE ESSENCE
EXPENSE
ENVIRONMENTAL
20.1 Phase II Environmental Assessment
20.2 Allocation of Financial Responsibility for the Phase II
Audit
20.3 Environmental Remediation Action Plan
20.4 Allocation of Financial Responsibility for the RAP
20.5 Termination Provision
20.6 Remedial Activities by City
20.7 Liability for Contamination
20.8 Waiver and Release
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TABLE OF CONTENTS
21.
ZONING JURISDICTION AND DEVELOPMENT
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JURISDICTION
21.1 City Building Permit and Zoning Jurisdiction
21.2 DRI Applications
22.
LOSS
13
23.
ACCESS
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24.
POSSESSION
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25.
DEFAULT
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26.
ASSIGNMENT AND SUCCESSORS IN INTEREST
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27.
RIGHT TO ENTER PROPERTY
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27.1 Right to Enter
27.2 Indemnification by Buyer
28.
RECORDING
15
29.
CONDITIONS
15
30.
OTHER COUNTY OBLIGATIONS
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30.1 Litigation Costs
30.2 "Off -Duty" Municipal Services
.30.3 Ad Valorem Taxes Due to the City
30.4 Improvement of Biscayne Boulevard
30.5 City Access to 8`h Street
31.
OTHER CITY OBLIGATIONS
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31.1 Permits and approvals for Pedestrian Bridge
Connection to Bayside
31.2 Municipal Services
31.3 Duty to Cooperate
31.4 Permits and Authorizations
31.5 Existing Site Documents
31.6 City Obligation Pertaining to Use of the Property
31.7 Land Use and Zoning Requirements
31.8 Utilities Availability
31.9 Plan Reviewer
31.10 Inspector
31.11 State Sales Tax Rebate
31.12 Generally
31.0 Section Deleted
31.14 Selection Deleted
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TABLE OF CONTENTS
31.15 Exterior Signage
31.16 Port Boulevard Easement
31.17 Existing City Bond Obligations
32.
CITY REPRESENTATIONS AND WARRANTIES
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32.1 Environmental Warranty of the City
32.2 Status of Title
32.3 Tenancies
32.4 Disclosure
32.5 Zoning of FEC Property
33.
REMEDIES
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33.1 Remedy for City' Breach of Warranties and
Representations
34.
MISCELLANEOUS
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34.1 Disclaimer
34.2 Interpretation of the Agreement
34.3 Headings
34.4 Severability
34.5 No Waiver
34.6 Entire Agreement
34.7 Notices
34.8 Survivability
34.9 Additional Instruments
34.10 Relationship of the Parties
34.11 Consents and Approvals
34.12 Governing Law and Venue
34.13 Limitation on City and County Obligations
35.
TERMINATION
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35.1 Loan Commitment
35.2 Termination
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CA ,
This Interlocal and Cooperation Agreement for Sale and Purchase (the
"Agreement"), dated this day of , 1997, is made by and between THE
CITY OF MIAMI, a municipal corporation of the State of Florida, hereinafter referred to
as the "City" or "Seller", and METROPOLITAN DADE COUNTY, a political subdivision
of the State of Florida, hereinafter referred to as the "County" or "Buyer", pursuant to
The Florida Interlocal Cooperation Act of 1969, Chapter 163, Florida Statutes (1996)
(the "Act').
RECITALS
WHEREAS, the Act authorizes local governmental units to make the most
efficient use of their powers by enabling them to cooperate with other localities on a
basis of mutual advantage to jointly provide facilities in a manner that will accord best
with the needs of the local communities; and
WHEREAS, the City and the County (the "Parties") have deemed that the
development of the Downtown waterfront, as contemplated herein and in Exhibit A
and Exhibit H, is in the best interest of the City and the County; and
WHEREAS, the City owns certain waterfront property known as the FEC Tract
which is presently not needed for any municipal purpose and accordingly the City has
determined that it is the best interest of the _economic welfare of the City to sell a
portion of this property at this time so as to generate revenues to the City from the sale
and from the future municipal service payments resulting from certain commercial uses
thereon; and
WHEREAS, the City desires to sell and the County desires to purchase a
portion of the FEC Tract ( hereinafter legally described and referred to as the
"Property" ) pursuant to the terms and conditions set forth in this Agreement; and
WHEREAS, the County wishes to develop and construct a multipurpose
professional sports franchise facility , including related parking facilities and retail and
other space, to host sporting, cultural, community, and other events, as well as,
structures that may include, but are not limited; to retail development, specialty
entertainment, dining, cinema, public cultural facilities, museums, visitor attraction
space, and ancillary office space to provide service thereto, on the Property all as
described in Exhibit A and Exhibit H, except as may be hereinafter restricted; and
WHEREAS, the Parties find that the development of the Project on the Property
as contemplated in Exhibit A and Exhibit H is in the best interest of the public,
WITNESSETH , that for and in consideration of the mutual covenants and
agreements contained herein, the Buyer and the Seller agree as follows: _
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1. PURPOSE:
The purpose of this Agreement is to set forth the terms and conditions for the
sale by the City and the purchase by the County of the Property and to provide for the
manner in which the Parties will pay for the cost of investigating and addressing
environmental conditions which may affect the Property, as well as designating the
entity responsible for the performance of governmental services and functions at the
Property.
2. RECITATIONS TRUE AND CORRECT:
The Parties agree that the recitals and whereas clauses to this Agreement are
expressly incorporated herein as stipulations and shall have the same force and effect
as the other contractual obligations and stipulations contained herein.
3. DEFINITIONS:
Unless specifically provided elsewhere in this Agreement, the capitalized terms
shall have the meanings set forth below: .
(a) "Access and Indemnification Agreement" shall have the meaning ascribed
in Section 4 herein.
(b) "Agreement Date" shall mean the date on which this Agreement is
executed by both the City and the County.
(c) "Arena" shall mean the multipurpose professional sports franchise facility
and any of its related facilities all as described in Exhibit A.
(d) "Bicentennial Property" shall mean the parcel of land legally described in
Exhibit B, including certain submerged lands depicted in such Exhibit.
(e) "City" shall mean the City of Miami.
(f) "City Commission" shall mean the City Commission of the City of Miami.
(g) "County" shall mean Metropolitan Dade County.
(h) "County Board" shall mean the Board of County Commissioners of
Metropolitan Dade County.
(i) "Condition Subsequent Period" shall have the meaning ascribed to it in
Section 35.1.
(j) "DDA" shall mean the Downtown Development Authority.
(k) "DERM" shall mean the County's Department of Environmental Resource
Management.
(k) "Development Order" shall have the meaning ascribed in Section 21.1.
herein.
(1) "Environmental Laws" shall mean all applicable requirements of federal,
state and local environmental, public health, and safety laws, regulations, orders,
permits, licenses, approvals, ordinances and directives, including but not limited to, all
applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource
Conservation and Recovery Act, as amended by the Hazardous and Solid Waste
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Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental
Response, Compensation and Liability Act, as amended by the Superfund
Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act;
the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act;
the Water Resources Restoration and Preservation Act; the Florida Air and Water
Pollution Control Act; the Florida Safe Drinking Water Act; the Florida Environmental
Reorganization Act of 1975; and Chapter 24 of the Code of Metropolitan Dade County.
(m) "Escrow Account" shall have the definition ascribed to it in Section 7
hereof.
(n) "FEC Tract" shall mean the land legally described in Exhibit C including
certain submerged land depicted in such Exhibit.
(o) "Hazardous Materials" shall mean any hazardous or toxic substance,
material or waste under the Environmental Laws.
(p) "Master Site Plan" shall mean the Maritime Park Concept Master Plan
Report, as may be amended from time to time, prepared by Cooper, Robertson and
Partners, the County's consultants as it pertains to the Project.
(q) "Project" shall mean the development on the Property of one or more of
the facilities described in Exhibit A and Exhibit H.
(r) "Property" shall mean that certain real property located in the City of
Miami, Florida comprising approximately 19.0420 acres of land legally described in
Exhibit D attached hereto and made a part hereof, together with all tenements,
hereditaments, privileges, servitudes, rights of reverter, and other rights appurtenant
thereto; all buildings, fixtures, and other improvements thereon, if any; all fill and top
soil thereon; all oil, gas and mineral rights associated therewith; all rights, title and
interest in and to all dedicated rights -of -way adjacent to the real property, to the center
line thereof, possessed by the Seller; and all right, title and interest of Seller in and to .
any and all covenants, restrictions, agreements and riparian rights benefiting the real
property, specifically excluding that portion of the FEC Tract consisting of
approximately 10.6420 acres of land including submerged land , as legally described
in Exhibit E, and reserving to the Seller all riparian and littoral rights. pertaining to such
area described in Exhibit E.
(s) "RAP" shall have the meaning ascribed to it in section 20.1 hereof.
4. RULES OF CONSTRUCTION:`
Unless the context clearly indicates otherwise: (a) words in the singular include
the plural, and words in the plural include the singular; (b) a pronoun in one gender
includes and applies to the other gender as well, (c) all references to Sections shall
refer to this Agreement; (d) the terms "hereof', "hereto", "herein", "hereunder", and
comparable terms refer to this Agreement and not to any particular section, subsection
or other subdivision thereof; and, (e) all exhibits attached to this Agreement, except the
Access and Indemnification Agreement between the City and the County attached to
this Agreement as Exhibit F (the "Access and Indemnification Agreement"), are
hereby incorporated into this Agreement by reference and made a part hereof.
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5. REALTY:
Seller agrees to sell to Buyer and Buyer agrees to purchase from the Seller the
Property.
6. PURCHASE PRICE:
Buyer agrees to pay Seller a purchase price in the amount of thirty-seven million
six hundred six thousand two hundred thirty-four dollars ($37,606,234.00) for the
Property (the "Purchase Price").
7. TERMS OF PAYMENT:
Buyer shall deposit the Purchase Price all cash in full at time of closing in an
escrow account (the "Escrow Account"), to be established pursuant to an escrow
agreement at closing with a third party, independent of both Buyer and Seller (the
"Escrow Agent "). The Escrow Agent's fee shall be paid from accrued interest in the
Escrow Account, in an amount not to exceed five hundred dollars ($500.00) per month.
The County shall pay that portion of the Escrow Agent's fee that is in excess of five
hundred dollars ($500) per month. Any and all funds, including accrued interest, in the
Escrow Account shall not be disbursed to the Seller.until all of the requirements
delineated in Section 35.1 herein have been satisfied. Upon satisfaction of all of the
requirements described in Section 35.1. herein the Escrow Agent shall disburse to the
Seller funds in the amount of the Escrow Account balance minus two million five
hundred thousand dollars ($2,500,000.00) (the "Purchase Price Disbursement").
Commencing upon the first day of the first month following the Purchase Price
Disbursement, the Seller shall be entitled to receive monthly disbursements from the
Escrow Account in the amount equal to the amount of the interest earned on the funds
on balance in the Escrow Account minus the lesser of five hundred dollars ($500.00) or
the Escrow Agent's fee. Following the successful completion and implementation of the
RAP pursuant to Section 20 and the excavation of the Property for the Project, any
balance of funds remaining in the Escrow Account, after all of the City's obligations
under Section 20 hereunder have been met, including accrued interest, shall be
disbursed to the City. This provision shall survive closing.
8. INTEREST CONVEYED:
Seller warrants that it holds fee simple title to the Property, free and clear of any
and all liens, easements, leaseholds, claims, or encumbrances of any kind or nature
whatsoever, except only those permitted exceptions accepted in writing by the Buyer at
closing (the "Permitted Exceptions"), and agrees to convey good, marketable, and
insurable fee simple title by Special Warranty Deed. Seller agrees to provide at closing
an executed Special Warranty Deed in favor of Buyer, substantially in the form
attached hereto as Exhibit G.
9. PEDESTRIAN BRIDGE CONNECTION:
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9.1. Pedestrian Bridge Connection to City Development North of
FEC Property. The City has the right to fund and construct, at its sole cost and
expense, an elevated pedestrian bridge over N.E. 8th Street connecting the Property to
future City development north of the Property, and the County shall grant to the City
any and all easements or access rights for use of such pedestrian bridge, as may be
required; provided, however, the County reserves the right to approve, in its reasonable
discretion, .the location and design of such pedestrian bridge provided that the location
and design facilitates movement of pedestrians to and from public use areas and
facilities. Notwithstanding and prevailing over anything herein to the contrary, the
location and design of such bridge shall not conflict with the Master Site Plan and shall
not conflict with any other development rights of the County, its tenants, managers,
contractors or agents, all as described in Exhibit A and Exhibit H. If the City
constructs the pedestrian bridge, the City shall grant to the County any and all
easements or access rights for use of such pedestrian bridge as may be required by
the County.
9.2. No Obligation to Develop. Nothing in this Agreement shall
be construed as requiring the Buyer, its agents or contractors to develop or construct
any of the facilities described in Exhibit A and Exhibit H.
10. RESTRICTIVE COVENANT. -
The Special Warranty Deed, which contains a restrictive covenant running with
the land, attached hereto as Exhibit G shall be recorded at closing.
The Seller hereby agrees that there shall be recorded at closing a Declaration of
Restrictive Covenant which shall run with the land, legally described therein for the
benefit of Buyer, in the form attached hereto as Exhibit I.
The Seller hereby agrees that there shall be recorded at closing a Declaration of
Restrictive Covenant running with the land, legally described therein for the benefit of
Buyer, in the form attached hereto as Exhibit J.
11. PRORATIONS:
Delinquent ad valorem taxes, if any, shall be paid by Seller. 1997 ad valorem
and personal property taxes, assessments, utility fees, solid waste disposal fees,
improvement liens, rents, costs and revenues, if any, and any and all other proratable
items shall be prorated as of midnight on the date preceding the date of closing.
12. TITLE INSURANCE:
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Prior to the Agreement Date, Seller has delivered to the Buyer an abstract of title
prepared by Ticor Title Insurance (the "Abstract"), and Buyer hereby acknowledges
receipt thereof. The Abstract shall reflect that Seller is vested in good and marketable
fee simple title to the Property subject only to the Permitted Exceptions. Buyer shall
obtain a title insurance commitment (the "Title Commitment"), the cost and expense of
which shall be paid fifty percent (50%) by the Buyer and fifty percent (50%) by the
Seller, for the issuance of owner's title insurance policy (ALTA Form "B") from an
insurance company selected by the Seller prior to the Agreement Date, which
insurance company must be licensed to conduct business in the State of Florida, in
the amount of the Purchase Price on the recording of the Special Warranty Deed from
Seller. The Title Insurance Premium shall be based upon the minimum statutory rate.
Buyer shall have the right to approve, in its sole discretion, the selection of the
insurance company, provided that Buyer shall bear no responsibility for fees incurred
by any insurance company not approved in advance in writing by the County. Said
policy shall show good and marketable title to the Property to be vested in the Seller's
name. In addition, the policy shall insure title to the Property for the period between
closing and the recording of the Special Warranty Deed. If the Abstract or the Title
Commitment shows title to the Property to be unmarketable or subject to any title
matters other than the Permitted Exceptions (collectively, the "Title Defects"), then
Buyer shall give Seller written notice of same specifying the Title Defects within the
later of twenty (20) business days from the Agreement Date or twenty (20) business
days from receipt of the Title Commitment, in which event, Seller shall have sixty (60)
days from receipt of written notice from Buyer to cure the designated Title Defects.
Seller shall cause the Title Insurance Company selected by Seller to provide the Title
Commitment to Buyer within 20 business days from the Agreement Date. The Seller
agrees to use reasonable diligence to cure the Title Defects. If Seller is unable, after
reasonable diligence, to cure the Title Defects to the satisfaction of Buyer, then this
Agreement shall be rendered null and void and both Buyer and Seller shall be released
of all obligations hereunder, other than the obligations delineated in Section 20.2.,
Section 20.7. and Section 27.2. herein, except that Buyer may waive any Title Defects
and proceed with closing at Buyer's sole option. Seller shall pay all reasonable
recording fees for corrective instruments required hereunder and agrees to provide and
pay the cost of recording of all affidavits and other documents as required by the title
insurer.
13. SURVEY:
Prior to the Agreement Date, Seller shall obtain a current certified survey of the
Property prepared by a professional land surveyor licensed by the State of Florida at a
cost of not to exceed five thousand dollars ($5,000.00) which cost shall be reimbursed
to Seller by Buyer at closing. If the cost of the survey exceeds five thousand dollars
($5,000.00), any amount in excess of five thousand dollars ($5,000) shall be paid by
the Seller. Buyer shall have fifteen (15) business days from the Agreement Date to
inspect said survey and report any encroachments, if any, in writing to the Seller. If the
survey shows any encroachment on the Property or that any improvements on the
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Property encroach on the land of others, the same shall be regarded as a Title Defect
for all purposes under this Agreement .
14. LIENS:
Certified municipal, county and other liens, if any, shall be paid in full at or
before closing by the Seller. If a pending lien has been filed against the Property which
has not been certified as of the date of closing, and the work and improvements for
which the lien was filed have been completed prior to the closing, despite the fact that
the pending lien has not been certified, such lien shall be paid by the Seller.
15. CONDITION OF THE PROPERTY:
Buyer may require Seller to remove illegal superficial- solid waste from the
Property prior to closing. For the purpose of this section, the term "solid waste" means
solid waste as defined by Section 15-1(uu) of the Code of Metropolitan Dade County,
Florida, to include "[g]arbage, trash, construction and demolition debris, industrial
waste, or other discarded material, including solid or contained gaseous material
resulting from domestic, industrial, commercial, mining, agricultural or governmental
operations," and excluding from the definition all clean yard trash, litter and hazardous
waste. The Buyer shall inspect the Property not later than fourteen (14) days before
the scheduled closing for the purpose of identifying solid waste to be removed and for
such other purposes as deemed desirable by Buyer. Seller further agrees to deliver
the Property to Buyer with all gates and temporary perimeter fencing existing at the
Property as of the Agreement Date in working condition. At closing, Seller shall deliver
to Buyer a Bill of Sale for all such gates and perimeter fencing.
16. FINAL INSPECTIONS:
Buyer and Seller agree to conduct a joint final inspection of the Property two (2)
business days prior to the date of closing to verify that the stipulations of Section 15
herein have been satisfied. In the event the Property is not in the stipulated condition,
Seller agrees that Buyer may remove or otherwise repair or restore to the stipulated
condition such items and deduct the reasonable cost thereof from the Purchase Price
to be paid to Seller in accordance with Section 6 hereof. .
17. CLOSING:
The closing of this transaction shall be completed by the later of: (a) seven (7)
business days from the execution of this Agreement unless otherwise extended, as
mutually agreed upon by both Buyer and Seller; (b) seven (7) business days from the
date of the Seller's compliance with all of the following conditions precedent: (i) the
Seller's obligation to cure Title Defects as provided for in Section 12 herein, including
Title Defects identified by the survey; (ii) the adoption by the Seller of a resolution
regarding the state sales tax rebate as contemplated in. Section 31.13 herein; (iii) -the
removal by the Seller of any City restrictions pertaining to the sale or use of alcoholic
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beverages on the Property as provided for in Section 31.6 herein; and (iv) the
conveyance and recording by the Seller of the amendment to the Grant of Easement as
provided for in Section 31.16 herein; (c) seven (7) business days from the election by
the Buyer to proceed with the purchase of the Property as provided for in Section 20.5
herein; or (d) November 1, 1997. The precise date, time and place of closing shall be
set by Buyer.
18. TIME OF THE ESSENCE:
Buyer and Seller mutually agree to fully and timely execute such papers as
deemed necessary by Buyer's and Seller's attorneys to complete the conveyance in
accordance with the terms of this Agreement. Time is of the essence in this
Agreement. The terms and conditions of this Agreement, excluding Section 35, shall
be subject to force majeure. Neither the City nor the County shall be considered in
breach of, or in default,. in the performance of its obligations hereunder, if such
performance is prevented or delayed because of war, hostilities, revolution, civil
commotion, strike, lockout, epidemic, fire; wind, flood, or because of any law, order,
proclamation, regulation or ordinance of any government or of any subdivision thereof
or because of any act of God or any other cause, whether of similar or dissimilar nature
beyond the reasonable control of the party affected, provided that notice of such force
majeure is given by the affected party to the other within five (5) days of receipt of
actual knowledge of the delay or impairment of performance caused by such force
majeure. Should one or both of the Parties be prevented from fulfilling their contractual
obligations by a state of force majeure lasting continuously for a period of six months,
the parties shall consult with each other regarding the future implementation of this
Agreement.
19. EXPENSES:
Buyer shall be responsible for payment of applicable recording fees, if any, on
the Special Warranty Deed and fifty percent (50%) of the cost for the Title Commitment
and the Owner's Policy. Seller shall be responsible for the payment of Florida
Documentary Stamp Tax and any Surtax, if any, due on the Special Warranty Deed and
fifty percent (50%) of the cost for the Title Commitment and Owner's Policy.
20. ENVIRONMENTAL:
20.1. Phase II Environmental Assessment. Pursuant to the terms of
the Access and Indemnification Agreement, Buyer has commenced the performance of
a Phase 11 Environmental Assessment of the Property to: (a) assess the environmental
conditions of the Property; (b) after consultation with the City, propose a
comprehensive and appropriate environmental remediation action plan (the "RAP")
based upon the contamination documented by the Phase II Environmental Assessment
and the risk posed by such contamination; and, (c) estimate the total cost to complete
and implement the appropriate RAP (the "Phase II Environmental Assessment").
PR IRENdPFR..' A/
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Within thirty (30) days of the Agreement Date, the Buyer's consultants shall have
prepared a report describing in sufficient detail (a) the proposed RAP to be performed
on the Property and (b) the estimated total cost to complete and implement the RAP
(the "Environmental Consultant Report").
Costs which shall be deemed included as part of the cost of successfully
completing and implementing the RAP include, without limitation, the following: (a) all
direct and indirect construction costs related to the remediation; (b) all soft costs
associated with such cleanup or remediation, including, without limitation, consulting or
legal fees, design fees, remediation studies, and the like; (c) all costs associated with
the removal, transportation, disposal, storage, testing, incineration, dumping, and/or
monitoring of the contamination, and costs of required monitoring of all or portions of
the Property for signs of contamination; and, (d) civil penalties, criminal penalties, fines,
or sanctions arising from such contamination if imposed against the City and/or County.
In connection with the Phase II Environmental Assessment, Buyer may conduct any
tests required by DERM to determine the existence and extent, if any, of Hazardous
Materials, toxic substances and/or hazardous waste on the Property in violation of any
Environmental Laws. The cost of such tests, if performed, shall be attributed to the
cost of the Phase II Environmental Assessment and the RAP for purposes of Sections
20.2.,20.4. and 20.5., respectively.
20.2. Allocation of Financial Responsibility for the Phase II Audit.
The cost of the Phase II Environmental Assessment, including any tests required by
DERM, (but excluding the costs of implementing the RAP, which costs shall be
apportioned in accordance with the terms of Section 20.3 and 20.4) shall be paid fifty
percent (50%) by the Buyer and fifty percent (50%) by the Seller. The Seller hereby
agrees that in the event the conveyance of the Property pursuant to this Agreement is
not effectuated, the Seller shall immediately pay to the Buyer the Seller's fifty percent
(50%) share of the cost of the Phase II Environmental Assessment upon such time as
the Buyer presents to the Seller a receipt for the cost thereof. This provision shall
survive the termination of this Agreement and shall remain in full force and effect until
such time as the City satisfies its obligations hereunder. In the event the purchase of
the Property by the Buyer from the Seller is consummated hereunder, the Seller's
portion of the costs of the Phase II Environmental Assessment shall be reimbursed to
the Buyer out of the funds deposited in the Escrow Account. The Escrow Agreement
shall authorize the Escrow Agent to disburse funds upon written demand by Buyer in an
amount sufficient to reimburse Buyer for the Seller's portion of the Phase II
Environmental Assessment costs, subject to the conditions of the Escrow Agreement
as set forth in Section 20.4.
20.3. Environmental Remediation Action Plan. In the event the
purchase of the Property by the Buyer from the Seller is consummated hereunder, the
Buyer shall perform, or cause to be performed, the RAP, as required by DERM. The
Buyer may, at its sole discretion, retain any entity under contract with the County to
develop or undertake any construction at the Property to perform some or all of the
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remediation in connection with the excavation of the Property for the construction of the
Project.
20.4. Allocation of Financial Responsibility for the RAP. Any
and all costs incurred by the Buyer to complete and fully implement the RAP, including
any costs of remediation of Hazardous Materials discovered during excavation for the
Project, in an amount not to exceed two million five hundred thousand dollars
($2,500,000.00), shall be paid by the Seller. Any and all costs incurred by the Buyer to
complete and fully implement the RAP, including any costs of remediation for of
Hazardous Materials discovered during excavation for the Project, in an amount not to
exceed two million five hundred thousand dollars ($2,500,000.00) shall be paid to the.
Buyer from the Escrow Account pursuant to the terms of the Escrow Agreement which
shall authorize the Escrow Agent to disburse funds upon written demand by Buyer to
the Escrow Agent after receipt of approval by the City's representative within five (5)
business days; provided, however, if the City's representative fails to approve such
disbursement within five (5) business days, such disbursement shall be deemed
automatically approved and the Escrow Agent shall immediately disburse such funds to
the Buyer. The City representative's disapproval of any disbursement may be
conditioned solely upon lack of documentation, which verifies that the expenditure of
funds was for payment of any costs of remediation of Hazardous Materials or for
payment of the Phase II Environmental Assessment. Notwithstanding the foregoing, if
the County elects to proceed with the performance of the RAP prior to the satisfaction
of the Conditions Subsequent described in Section 35, and the purchase of the
Property by the County from the City is not consummated hereunder, the City shall not
be liable for the costs incurred by the County during the Condition Subsequent Period
for the performance of the RAP. Any costs to complete and fully implement the RAP,
including any costs of remediation of Hazardous Materials discovered during
excavation for the Project, which are in excess of two million five hundred thousand
dollars ($2,500,000.00) but less than six million ($6,000,000.00), shall be paid by the
County.
20.5. Termination Provision. The County shall have a period
of thirty (30) business days from the date of receipt of the Environmental Consultant
Report, to serve written notice on the City of its acceptance of such Report and its
decision to purchase the Property, or its election to terminate this Agreement as
provided for below. In the event that the sum of the cost of the Phase II Environmental
Assessment, including any tests required by DERM, and the estimated total cost to
complete and fully implement the RAP exceeds six million dollars ($6,000,000.00), then
the County may elect, at its sole discretion and without recourse or liability, not to
purchase the Property and, in the event the County so elects not to purchase the
Property, neither party shall have any further obligations under this Agreement, except
as provided in Section 20.2 herein with respect to payment of the Phase II Environment
Assessment costs, in Section 20.7 herein with respect to remedial activities by the City
in the event the Property conveyance is not effectuated, and in Section 27.2 related to
indemnification by the County.
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20.6. Remedial Activities by City. In the event the Property is not
conveyed by the Seller to the Buyer pursuant to the terms of this Agreement,
regardless of cause, the City shall perform, at its sole cost and expense, any remedial
activities on the Property which may be required to comply with Federal, State or local
laws, regulations, rules or ordinances 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
aforementioned risk evaluation of on -site conditions, and phased to be completed in
conjunction with the actual site usage or development, and (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 shall use a good faith effort to reach such an agreement. The provisions of this
Section 20.7 shall survive the termination of this Agreement and shall remain in full
force and effect until such time as the City satisfies all of its obligations under this
section.
20.7. Liability for Contamination. The City agrees to undertake at
the City's sole cost and expense, any environmental remediation resulting from or
necessitated by a release of Hazardous Materials, hazardous waste or hazardous
substances which affect the Property, but which occurs subsequent to the
implementation and completion of the RAP, including the excavation of the Property for
the Project, on or from any City -owned property adjacent to, or in close proximity of,
the Property, including the Bicentennial Property, excluding any remediation
necessitated by the negligent acts or activities of the County,'or the County's
authorized agents or employees.
The County agrees to undertake at the County's sole cost and expense, any
environmental remediation resulting from or necessitated by a release of Hazardous .
Materials, hazardous waste or hazardous substances which affect any City -owned
property adjacent to, or in close proximity of, the Property but which occurs subsequent
to the implementation and completion of the RAP and the excavation of the Property for
the Project occurring on or from the Property, excluding any remediation necessitated
by the negligent acts or activities of the City, or the City's authorized agents or
employees.
20.8. Waiver and Release. Except as provided in this Section 20.8.,
the Parties acknowledge that the purpose of conducting the Phase II Environmental
Assessment is to give the Buyer an opportunity to undertake a comprehensive
investigation of the soil and water conditions at the Property in order to make an
informed decision as to the condition of the Property and its potential liabilities and to
allocate the cost of remediation of any existing contamination on the Property among
the Parties. The Buyer acknowledges that as separate and additional material
consideration and inducement to the Seller in entering into this Agreement and selling
the Property to the Buyer, the Buyer hereby agrees that after the closing, the Seller's
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liability to the Buyer in connection with any costs incurred in the remediation of existing
contamination at the Property shall be limited to the amount allocated under Section
20.4.' Therefore, in the event that the Buyer does not elect to terminate this Agreement,
the Buyer acknowledges and agrees that to the maximum extent permitted by law, and
subject to the City's allocation of environmental responsibility hereunder, the sale of the
Property provided for herein is made on an "AS IS" and "where is" condition and basis
with all environmental faults. The Buyer on behalf of itself and its successors and
assigns thereafter waives, releases, acquits, and forever discharges Seller, its heirs,
and the successors and assigns of any of the preceding, of and from any and all
claims, actions, causes of action, demands, rights, damages, costs, expenses or
compensation whatsoever, direct or indirect, known or unknown, foreseen or
unforeseen, which the Buyer or any of its successors or assigns now has or which may
arise in the future on account or in any way related to or in connection with any past,
present, or future environmental contamination of the Property, including, without
limitation, any Hazardous Materials in, or any other environmental condition at, on,
under or related to the Property, or any violation or potential violation or any
Environmental Laws applicable thereto other than as specifically excepted in this
Section 20.8. In addition, Buyer thereafter specifically waives all current and future
environmental claims and causes of action against Seller arising under CERCLA,
RCRA, Chapters 376 and 403, Florida Statutes, and any other federal or state law or
county regulation relating to Hazardous Materials in, on or under the Property other
than as specifically excepted in this Section 20.9. Notwithstanding and prevailing over
anything contained herein to the contrary, such waiver, release and discharge shall not
apply to any environmental remediation, damages or claims resulting from or
necessitated by a release of Hazardous Materials, hazardous waste or hazardous
substances, provided (i) such release occurs after the completion of the
implementation of the RAP either on or from any City -owned property adjacent to or in
close proximity of the Property, including the Bicentennial Property, or as a result of
any act or omission of the City or the City's employees, contractors, invitees, agents,
successors, assigns, tenants or licensees, or (ii) such release is discovered on the
Property prior to the. completion of construction of the Arena, but only to the extent the
costs of remediation of such release do not exceed the balance of the unused portion
of City's $2.5 million obligation under Section 20.8 hereof and excluding any portion of
such release to the extent caused by the negligent acts or willful misconduct of the
County, its agents, contractors or employees.
21. ZONING JURISDICTION AND DEVELOPMENT OF REGIONAL
IMPACT:
21.1. City Building Permit and Zoning Jurisdiction. To the extent
permitted by law, all development at and use of the Property shall be subject to and
consistent with applicable elements of all City of Miami Charter and Code provisions
and zoning and land use regulations and standards including, but not limited to, the
City's Comprehensive Development Master Plan and the Downtown Area Wide
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Development of Regional Impact Development Order, as amended from time to time
(the "Development Order"), and to the extent applicable.
21.2. DRI Applications. A Notice of Proposed Change to a Previously
Approved Development of Regional Impact ("NOPC") shall be filed through the DDA,
at no expense to the Seller or the DDA; provided, however, this should relate only to
third party expenses and should not be deemed or construed to require the Buyer to
pay any costs or expenses associated with DDA staff in connection with the
amendment process. The NOPC shall only address issues related to the development
of the Property. Seller shall process the NOPC, and schedule it for hearing as soon as
possible after the Agreement Date. To the best of its knowledge, Seller believes that
the proposed amendments to the existing Development Order and the Increment
development order with respect thereto do not constitute a substantial deviation and
therefore, do not require further development of regional impact review. Thus, Seller
shall assist the DDA and Buyer in their efforts to obtain a determination the proposed
amendments to the existing Development. Order and the Increment I development order
with respect thereto do not constitute a substantial deviation and therefore, do not
require further development of regional impact review. Seller shall assist DDA and
Buyer in the negotiation of any pre -development agreements that may be required to
allow construction of the Project to commence prior to final approval of the amended
development orders. This provision shall survive closing.
22. LOSS:
All risk of loss to the Property shall be borne by Seller until transfer of title.
23. ACCESS:
Seller represents that there is legal ingress and egress to the Property. The
Seller hereby agrees that it shall use its reasonable efforts to convey to the Buyer all of
the necessary easements described below, in such a location as may be selected by
the Seller, after consultation with the Buyer, so that such location does not
unreasonably interfere with the Seller's present or future development and use rights of
the burdened City -owned property. The Seller hereby conveys and grants to the Buyer
a right of access onto the Property across all roadways, paths, walkways, rights -of -way
and streets which now or hereafter serve, cross, or adjoin any portion of the Property,
including without limitation, Biscayne Boulevard and Port Boulevard, provided that the
Seller has the authority to do so; provided, however, the Seller reserves its right to
remove or relocate any such roadways, paths, walkways, rights -of -way and streets for
purposes of implementing a development or improvement to any Seiler -owned property
adjacent to the Property. Moreover, the Seller hereby agrees, that upon the Buyer's
request, it shall, without charge, and at such location as may be selected by Seller,
after consultation with Buyer, and provided that the Seller has the authority to do so
and provided such conveyance does not interfere with the Seller's development or use
of the burdened City -owned land: (a) convey and grant to the Buyer permanent
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dedication of transportation easements necessary for the full and proper functioning of
the Project between the Property and any of the surrounding two (2) right-of-ways
adjoining the property, including New Port Boulevard and Old Port Boulevard; (b)
provide permanently dedicated easements to accommodate all necessary utilities for
the Project from where ever those utilities may be located, which utility easements may
be located on any portion of the property legally described in Exhibit K attached hereto
and incorporated herein by reference, provided, however, that the right to locate such
utility easement shall expire upon the later of the Buyer's receipt of a certificate of
occupancy for the Arena or five (5) years from the closing; and (c) enter into an
agreement with the Seller to provide and grant to the Buyer and its designees
temporary easements on and through any portion of the FEC Tract and the
Bicentennial Property, during construction, for the .proper staging of construction
equipment, materials, and supplies needed for the construction of all or a portion of the
Project, subject to such indemnification and insurance requirements as may reasonably
be required by the Seller's risk manager, provided that the Seller shall grant such
temporary easements at no additional cost to the County.
24.. POSSESSION:
Seller shall deliver possession of the Property and keys to all locks, if any, to the
Buyer at closing.
25. DEFAULT:
If Seller or Buyer defaults under this Agreement, the non -defaulting party may, at
its sole option, (a) waive the default and proceed with the closing; (b) rescind this
Agreement; or, (c) pursue any and all remedies at law or at equity, including, but not
limited to, specific performance of this Agreement on account of such default. The
prevailing party in any litigation brought on account of the breach of the provisions of
this Agreement shall be entitled to recover from the non -prevailing party all reasonable
costs of such action, including reasonable attorney's fees at trial and all appellate
proceedings.
26. ASSIGNMENT AND SUCCESSORS IN INTEREST:
This Agreement shall be binding on the heirs, successors, trustees, and
permitted assigns of the respective parties hereto. Neither this Agreement nor any
interest therein shall be assigned by Buyer or Seller without the express written
consent of the other.
27. RIGHT TO ENTER PROPERTY:
27.1. Right to Enter. Buyer and its agents, shall, _upon reasonable
notice, have the right to enter the Property for all lawful purposes, including securing
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the Property against illegal dumping, to perform geotechnical evaluations of the soil
conditions of the Property, to conduct a review of the survey(s) prepared as
contemplated by Section 13 hereof, and to conduct any other tests or studies that the
County deems appropriate, in their discretion, in connection with this transaction or any
development of the Property contemplated hereunder, excluding the performance of the
Phase II Environmental Assessment, which access rights are governed by the Access
and Indemnification Agreement.
27.2. Indemnification by Buyer. The County does hereby agree
to indemnify and hold harmless the City with respect to third -party claims arising from
the negligence of the County or its consultants during any entry on the Property
permitted by Section 27.1. herein (i.e. personal injury or property damage claims), to
the extent and within the limitations of Section 768.28, Florida Statutes, subject to the
provisions of that Statute whereby the County shall not be held liable to pay a personal
injury or property damage claim or judgment by any one person which exceeds the sum
of one hundred thousand dollars ($100,000.00), or any claim or judgments or portions
thereof, which, when totaled with all other occurrence, exceeds the sum of two hundred
thousand dollars ($200,000.00). Notwithstanding the foregoing, nothing herein shall be
deemed to constitute an obligation on the part of the County to indemnify, hold
harmless or release the City from any liability or claim arising out of the following: (a)'
the negligent acts or omissions of the City, its employees, agents, licensees or
contractors or any unrelated third party, or (b) any claims arising from the presence or
discovery of environmental conditions on the Property. The provisions of this Section
27.2. shall survive the closing or termination of this Agreement and shall remain in full
force and effect for a period of one year after the Agreement Date.
28. RECORDING:
This Agreement may not be recorded among the Public Records of Dade
County, Florida.
29. CONDITIONS:
The Agreement is conditioned upon approval by both the County Board and by
the City Commission.
30. OTHER COUNTY OBLIGATIONS:
30.1. Litigation Costs. The Buyer shall assume fifty percent (50%) of
the reasonable costs incurred by the Seller associated with defending any lawsuits in
which the Seller is named as a defendant precipitated solely by the County's
development of a new arena on the Property, excluding any fees or costs incurred prior
to the Agreement Date and further excluding the costs of any judgment arising from
such litigation. Buyer shall have the right to approve the selection of counsel in
connection with any such lawsuits, including the selection and approval of the Office of
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the County Attorney, provided that Buyer shall bear no responsibility for any portion of
fees or costs incurred by any counsel not approved in advance in writing by the Office
of the County Attorney. Notwithstanding and prevailing over anything in this section to
the contrary, this provision should relate only to third party expenses and should not be
deemed or construed to require the Buyer to pay any costs or expenses associated
with City staff.
The Buyer acknowledges that the Seller has prior to the Agreement Date
retained the firm of Davis, Scott, Weber & Edwards to represent the Seller in the case
of DECOMA MIAMI etc., et al. v. CITY OF MIAMI etc. Case No. 96-12055 CAO2 the
"Decoma Lawsuit"). The Buyer hereby approves the selection of such counsel and
shall assume fifty percent (50%) of the reasonable costs incurred by the Seller
subsequent to the Agreement Date to defend the lawsuit on Seller's behalf, but
excluding the costs of any judgment arising from such litigation. The Buyer shall have
the right to approve selection of other counsel in connection with the Decoma Lawsuit,
including the approval of the Office of the County Attorney as counsel, provided that
Buyer shall bear no responsibility for any portion of fees or costs incurred by any
counsel not approved .in advance in writing by the County Attorney.
30.2. "Off -Duty" Municipal Services. The County and its agents,
licensees and tenants or any firm managing any County facility at the Property shall
utilize City police and fire personnel in connection with all required "off -duty" services
provided to the Property. Nothing in this section shall be construed as prohibiting or
restricting the County, its agents, tenants, licensees, lessees -or managers from utilizing
private security services, in lieu of "off -duty" City personnel. This provision shall
survive closing.
30.3. Ad Valorem Taxes Due to the City. The Buyer hereby
acknowledges that as separate and additional material consideration and inducement
to the Seller in entering into this Agreement and selling the Property to Buyer, the
Seller expects, anticipates and is relying on receipt in the future of all Non -Ad Valorem
Assessments and Ad Valorem taxes from County tenants developing or utilizing any
part of the Property for non-exempt non -governmental purposes (the "Commercial
Tenants]"), including Commercial Tenants of the seventy thousand (70,000) square
feet of retail space permitted as part of the Project, but specifically excluding any
development described in Exhibit A and referred to in this Agreement as the Arena
(the "Taxable Use"). As further consideration to the Seller, the Buyer agrees that any
lease pertaining to the Taxable Use (the "Commercial Leases") shall contain a
provision which shall require the Commercial Tenant to pay all Non -Ad Valorem
Assessments and Ad Valorem taxes due to the City on any portion of the Property
being utilized by such Commercial Tenant and on the building constructed thereon, or
any portion of any building being utilized by such Commercial Tenant (the "Taxable
Parcel"), to the extent such payment is required by law. Additionally, the County
hereby agrees to include in the Commercial Leases a clause that shall provide that if
A: IWRE,V,4'[IRA M/
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during the term of such lease, the Taxable Parcel or any portion thereof is under the
law exempt from the payment of Non -Ad Valorem Assessments or Ad Valorem taxes,
the Commercial Tenant shall pay, as permitted by law, to the City a payment in lieu of
taxes in the amount equal to what the Non -Ad Valorem Assessment of Ad Valorem
taxes due to the City would have been if the Commercial Tenant owned the Taxable
Parcel, or any portion thereof, in fee simple absolute. The City shall be named as a
third party beneficiary with respect to this provision in the Commercial Leases and the
City shall be entitled to enforce such provision. This provision shall survive the closing.
30.4. Improvement of Biscayne Boulevard. The County hereby agrees to use
reasonable efforts to apply for and obtain the necessary funding for the improvement of
Biscayne Boulevard in accordance with the Burle Marx Design Plan approved by City
Resolution No. 88-628, dated July 14, 1988 and prepared by Roberto Burle Marx.
30.5. City Access to 8th Street. The Buyer hereby agrees to convey to
the City access onto the Property across N.E. 8th Street for purposes of accessing
adjacent City -owned property, provided that the Buyer has the authority to do so;
provided, however, the Buyer reserves its right to remove or relocate N.E. 8th Street
for purposes of implementing a development or improvement to the Property.
31. OTHER CITY OBLIGATIONS:
31.1. Permits and approvals for Pedestrian Bridge Connection to
Bayside. The City shall exercise due diligence to assist the County in obtaining all
approvals, permits and easements required to construct the pedestrian bridge
connecting the Property to Bayside. This provision shall survive closing.
31.2. Municipal Services. The City and the County hereby agree
that, to the extent permitted by applicable law, the City shall continue to provide and
perform, at its sole cost and expense, all municipal services within the Property and the
Property shall continue to be within the jurisdiction of the City. This provision shall
survive closing.
31.3. Duty to Cooperate. The City shall use its reasonable good
faith efforts to cooperate with the County in fulfilling certain obligations to its tenants,
lessees, sublessees, managers, etc., as may be contained in leases, subleases,
management agreements, etc., including the preparation by the City, in consultation
with the developer or manager of the Arena described in Exhibit A, of a security plan
for providing police, fire, traffic controls, security controls and other means of providing
the patrons of the Project, including the pedestrian bridge connection to Bayside, with
convenient and safe access. This provision shall survive the closing.
31.4. Permits and Authorizations. The City shall diligently assist the
County with the platting of the Property. The City shall diligently assist the County and
its agents in obtaining all permits, including, without limitation, assignment of
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development rights provided for in the Development Order, as well as all certificates
and authorizations needed for the construction of the Project. Any City permits or other
formal government approvals, when requested by the County from the City, will not be
unreasonably withheld, delayed, or conditioned by the City. This provision shall
survive closing.
31.5. Existing Site Documents. The Seller shall deliver to the
Buyer copies of all existing surveys, title insurance policies, title opinion letters,
environmental reports, geotechnical reports and other documentation relating to
zoning, development, environmental status and condition of the Property in the
possession or control of the Seller within fifteen (15) calendar days from the Agreement
Date, but prior to closing, and Seller agrees that Seller shall furnish to the Buyer
immediately upon receipt thereof any other such documentation or report obtained by
the Seller during the term of this Agreement.
31.6. City Obligation Pertaining to Use of the Property. The City
hereby agrees that the Buyer's development of the Project necessitates the removal of
any restrictions, imposed by City ordinance or resolution pertaining to the sale or
consumption of alcoholic beverages on any portion of the Property and accordingly,
hereby agrees to do all things necessary to remove any such restrictions within thirty
(30) days of the Agreement Date, but in no event later than the date of closing. In the
event the City fails to comply with this obligation, the County may elect to terminate this
Agreement without recourse or liability. If the County does not elect to terminate this
Agreement, the City's obligation under this Section shall be a continuing covenant and
the developer of the Arena shall be a third -party beneficiary with respect to, and has
the right to enforce, this covenant. This provision shall survive closing.
31.7. Land Use and Zoning Requirements. The City shall deliver to
the Buyer, within thirty (30) days of the execution of this Agreement, but in no event
later than closing, all copies of existing development regulations, design guidelines,
codes and ordinances which will impact upon the design, development or construction
of the Project.
31.8. Utilities Availability. The Seller shall utilize its good faith
efforts to promptly obtain, prior to Closing, in the form customarily issued, capacity
letters confirming that there is sufficient water, electric, sewer and gas capacity
available at the property line of the Property to serve the Project.
31.9. Plan Reviewer. The City shall utilize its good faith efforts to
make at least one senior experienced plan reviewer available, as needed, during the
design and construction of the Project to assist in identifying requirements of the
applicable building codes and processing construction documents. This provision shall
survive closing.
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•
31.10. Inspector. The City shall utilize its good faith efforts to make at
least one designated senior inspector available, when required, during construction of
the Project. This provision shall survive closing.
31.11. State Sales Tax Rebate. Within thirty (30) days from the
Agreement Date, but in no event later than closing, the Seller hereby agrees to adopt ,
in accordance with Section 288.1162,(4)(f), Florida Statutes, a resolution, after a
public hearing, in the form attached to this Agreement as Exhibit L, that the application
for the certification of the Arena as a "facility for a new professional sports franchise"
serves a public purpose. In addition, the City hereby agrees to delegate to the City
Manager all powers necessary for the City Manager to assist the County and/or the
developer, operator or manager of the Arena in the application process, including the
timely execution of all documents which may be reasonably necessary for the
developer, operator, or manager of the Arena to: (a) receive and retain, to the extent
permitted by applicable law, the State of Florida sales tax rebate available with respect
to the Arena under Florida Statutes Section 288.1162; and (b) have the right to pledge
and/or assign its rights to the sales tax rebate to collateralize any bond financing or
other financing with respect to the Arena. This provision shall survive closing.
31.12. Generally. The City hereby agrees to delegate to the City
Manager all powers necessary for the City Manager to assist the County in the
successful development of the Project, as permitted by law. This provision shall
survive closing.
31.15. Exterior Signage. The City shall utilize -its good faith efforts to
assure the manager, developer, or operator of the Arena that any exterior signage
placed on the Property by the developer, operator, or manager of the Arena will not be
restricted, except by applicable law. This provision shall survive closing.
31.16. Port Boulevard Easement. The City hereby agrees that prior
to closing it shall: (a) record an amendment to the Grant of Easement from the City,
recorded in Official Record Book 6811, Page 240, to clarify that the non-exclusive
easement granted to the County by the City, includes the right of the County to access
the Property from the parcel legally described in such easement, such parcel generally
known as Old Port Boulevard, or (b) convey and record a non-exclusive easement
granting the County the right to access the Property from the parcel generally known as
Old Port Boulevard. This provision shall survive closing.
31.17. Existing City Bond Obligations. The Seller hereby agrees
that it shall, immediately upon the Purchase Price Disbursement, defease all of the
City's outstanding 1977 General Obligation Park and Recreation Facilities Bonds.
32. CITY REPRESENTATIONS AND WARRANTIES:
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32.1. Environmental Warranty of the City. The City warrants and
represents that it has disclosed to the County all information, in the City's possession,
custody, or control relating to environmental contamination at, on, under, or
immediately adjacent to, the Property, including the presence of any hazardous or toxic
wastes, materials, or substances, on any portion of the Property. This provision shall
survive closing.
32.2. Status of Title. The City hereby represents and warrants to the
County that it has clear, fee simple title to all of the Property, and specifically, that it
has satisfied, or shall utilize its good faith efforts to satisfy prior to closing, all the. title
requirements listed in Exhibit M, other than the Permitted Exceptions and those
exceptions that the Buyer has agreed to in writing prior to closing. The City further
warrants to the County that neither the sale of the Property to the County or any of the
purposes, development, or uses of the Property contemplated or authorized herein
are prohibited or restricted by any existing City Charter provision, ordinance, resolution,
administrative order, rule, regulation, contract, lease, or any other City prohibition,
restriction, or authority, or by any contract, lease, license, franchise, covenant,
indenture, or judicial or administrative order to which the City is a party or beneficiary.
The City hereby covenants that after the Agreement Date, the City shall not permit any
matter, condition, or restriction to exist which would adversely affect the status of the
County's interest in the Property or the County, its agents, tenants, managers, lessees
or sublessees ability to develop or use the Property as contemplated in Exhibit A and
Exhibit H. Nothing herein is intended to restrict or limit the City in .its exercise of
police powers or to divest the City of jurisdiction over the Property, as specifically
agreed to and provided for in Section 31.2 and Section 31.7. - This provision shall
survive closing.
32.3. Tenancies. Seller warrants that there is no tenant in possession
of the Property and that there shall be no leases or other agreements and
understandings either oral or written affecting possession, use or occupancy of the
Property, at the time of closing. Seller represents that no person is living on or
occupying the Property and that Seller shall be responsible for evicting any and all
persons and/or personal property found on the Property prior to closing. This
provision shall survive closing.
32.4. Disclosure. Seller represents that there are no facts known to
Seller which materially affect the value of the Property which have not been disclosed
by Seller to the Buyer, in writing, or which are not readily observable to Buyer. Seller
shall be responsible for payment of any and all amounts owed for labor, materials
supplied, services rendered and/or any other bills or amounts related to Seller and
Seller's ownership and/or operation of the Property prior to closing. This provision
shall survive closing.
32.5. Zoning of FEC Property. The Seller represents that the Property
is. zoned Parks and Recreation, which zoning classification permits the construction of
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the Project, subject to the issuance of a major use special permit pursuant to Article 17
of the City of Miami Zoning Ordinance. This provision shall survive closing.
33. REMEDIES:
33.1. Remedy for City's Breach of Warranties and Representations.
The City shall pay all claims and losses, costs, judgments and attorneys fees, including
appellate proceedings, in connection with any lawsuit filed by the County against the
City with respect to the breach by the City of any representations or warranties made
by the City pursuant to this Agreement. This provision shall survive the closing.
34. MISCELLANEOUS:
34.1. Disclaimer. Other than those contained in this Agreement, the
City makes no other representations, warranties, or guarantees of any nature
whatsoever concerning the physical condition of the Property. This Agreement sets
forth the entire agreement between the parties, with respect to the Property and in that
regard, there are no promises or understandings other than those stated in this
Agreement.
34.2. Interpretation of the Agreement. This Agreement is the result of
negotiation between the parties and has been typed/printed by one party for the
convenience of both parties, and the parties covenant that this Agreement shall not be
construed in favor of or against either of the parties.
34.3. Headings. Any headings preceding the text of any articles,
paragraphs or sections of this Agreement shall be solely for convenience of reference
and shall not constitute a part of this Agreement, nor shall they affect its meaning,
construction or effect
34.4. Severability. If any provision of this Agreement or its application
to either party to this Agreement is held invalid by a court of competent jurisdiction,
such invalidity shall not affect other provisions of this Agreement which can be given
effect without the invalid provision, and to this end, the provisions of this Agreement are
severable.
34.5. No Waiver. There shall be no waiver of the right of either party to
demand strict performance of any of the provisions, terms and covenants of this
Agreement nor shall there be any waiver of any breach, default or nonperformance by
either party, unless such waiver is explicitly made in writing by the other party. Any
previous waiver or course of dealing shall not affect the right of either party to demand
strict performance of the provisions, terms and covenants of this Agreement with
respect to any subsequent event or occurrence of any subsequent breach, default or
nonperformance hereof by the other party.
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34.6. Entire Agreement. This Agreement contains the entire agreement
between the parties. No promise, representation, warranty or covenant not included in
this Agreement has been or is relied on by either party. Any changes, modifications,
additions or amendments must be in writing and approved by the City Commission and
the County Board.
34.7. Notices. All notices, consents and communications required or
permitted by this Agreement shall be in writing and shall be sent by United States mail,
registered or certified, return receipt requested, to the party to be affected thereby in a
postage prepaid envelope ,addressed to such party as hereinafter set forth:
If to the County:
County Manager
Stephen P. Clark Center
111 N.W. 1st Street, Suite 2910
Miami, FL 33128
With a copy to:`
County Attorney's Office
Stephen P. Clark Center
111 N.W. 1 st Street, Suite 2810
Miami, FL 33128
If to the City:
City Manager
City of Miami
City Hall
3500 Pan American Drive
Miami, Florida 33133
With a copy to:
City Attorney
444 S.W. 2d Avenue
Miami,. Florida 33128
City Representative
Dena Biancheno
444 S.W. 2d Avenue
Miami, Florida 33128
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22
All notices shall be deemed given when first delivered to the above addresses
as aforesaid. Any party may by like notice designate a different address or addresses
to which notice shall be thereafter sent, except that said notice shall be effective only
upon receipt.
34.8. Survivability. Any term, condition, covenant or obligation which
expressly requires performance by a party subsequent to the expiration or termination
of this Agreement shall remain enforceable against such party subsequent to such
expiration or termination. All representations and warranties contained in this
Agreement expressly survive the closing.
34.9. Additional Instruments. The parties shall execute and deliver
any instruments in writing necessary to carry out any agreement, term, or assurance in
this Agreement whenever occasion shall arise and request for such instruments shall
be made, provided, however, that, where required, County execution of such
instruments will.be subject to the approval of the County Board.
34.10. Relationship of the Parties. Nothing contained in this
Agreement shall be deemed or construed to create between the parties a relationship
of principal and agent or of a joint venture or of any other association..
34.11. Consents and Approvals. Except as otherwise provided in
this Agreement, whenever the consent, approval, or satisfaction of either party is
required hereunder, as for example, when the exercise of any right by one party is
subject to the other's approval, consent, or satisfaction, such consent, approval, or
satisfaction may not be unreasonably withheld, delayed, or conditioned.
34.12. Governing Law and Venue. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida. All
federal, state, county and local laws, ordinances, rules and regulations that in any
manner affect the items covered herein apply. Venue for any action to enforce or
construe any term or provision hereof, and for any action arising from or relating to this
Agreement, shall lie exclusively in Miami, Dade County, Florida.
34.13. Limitation on City and County Obligations.
Notwithstanding anything to the contrary in this Agreement, any payment obligations of
the County or City that arise under this Agreement shall be limited to funds other than
those derived from ad valorem taxation and legally available for the payment of such
obligations. This provision shall survive closing.
35. TERMINATION:
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35.1. Loan Commitment. On or before the later of (a) April 29, 1998, or
(b) ninety (90) days following the closing (the "Condition Subsequent Period"),
Basketball Properties Limited, a Florida limited partnership ("BPL"), shall obtain and
deliver to the County: (a) a firm loan commitment from a lender on terms and conditions
acceptable to BPL in its sole discretion, subject only to customary closing conditions,
for a loan in an amount of at least seventy-five percent (75%) of all estimated hard and
soft cost for the construction of the Arena (or such lesser amount as is agreed to by
BPL in its sole discretion) which amount, together with any equity contribution to be
provided by BPL, shall pay all soft and hard costs with respect to the development and
construction of the Arena ("Project Costs"), and (b) evidence reasonably satisfactory to
the Buyer that BPL has available, or commitments for, sufficient available funds to pay
those Project Costs over and above the amount to be funded by the loan described in
clause (a). This provision shall survive closing.
35.2. Termination. If the developer of the Arena fails to timely
comply with the terms of Section 35.1. above, the Buyer, at its sole election and without
recourse, may, within thirty (30) days of expiration of the Condition Subsequent Period,
terminate this Agreement by written notice to the City. If the County fails to terminate
this Agreement within such thirty (30) day period, then this Agreement shall be deemed
terminated. In such event all funds in the Escrow Account, including all accrued
interest, must be immediately returned to the. Buyer, and the Buyer shall reconveyto
the Seller by Special Warranty Deed, free and clear of all liens, covenants and
restrictions, except for those matters of title affecting the Property at the time of the
conveyance of the Property from the Seller to the Buyer. This provision shall survive
closing.
A:IWRF,NARR&4M
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97- '726
IN WITNESS, the City of Miami and Metropolitan Dade County have caused this
Interlocal Agreement to be executed on the date and year first above written.
ATTEST: CITY OF MIAMI, A MUNICIPAL
CORPORATION OF THE STATE OF
FLORIDA
Walter J. Foeman, City Clerk
ATTEST:
APPROVED AS TO FORM AND
CORRECTNESS
A. Quinn Jones III, City Attorney
APPROVED AS TO LEGAL
DESCRIPTIONS
lames Kay, director of Public Works,
City of Miami
.1: I URE AP(RS4Af
25
Edward Marquez, City Manager
METROPOLITAN DADE COUNTY, A
POLITICAL SUBDIVISION OF THE
STATE OF FLORIDA
Armando Vidal, P. E.
County Manager
APPROVED AS TO LEGAL
SUFFICIENCY
Robert A. Ginsburg, County Attorney
97- 726
The Arena shall mean the following: a multi -purpose sports and
entertainment and exhibition facility together with: (a)
approximately thirty-seven thousand five hundred (37,500) rentable
square feet of ancillary office space; (b) retail, food and
beverage space to be located within the ticket secure.zone of the
sports and entertainment facility; (c) up to thirty thousand
(30;000) rentable square feet of retail space to be located outside
the ticket secure zone; (d) temporary kiosks and/or carts to be
located outside the ticket secure zone; (e) parking facilities; (f)
roadways to provide ingress, egress and access to the Property; and
(g) plazas and other public areas.
EXHIBIT A
S7-5
BICENTENNIAL PROPERTY (including 100' submerged strip)
LEGAL DESCRIPTION
A tract of land, some of which is submerged, in Sections 31 and 37,
Township 53 South, Range 42 East, said tract of land lying, situate
and being in the City of Miami, Dade County, Florida, and being
more particularly described as follows:
Tract "A" of NEW WORLD CENTER BICENTENNIAL PARK, according to the
plat thereof recorded in Plat Book 140 at Page 50 of the Public
Records of Dade County, Florida; Together with all riparian rights
appertaining thereto and together with all existing seawalls,
bulkheads, docks, fill and upland improvements extending from the
aforesaid property Easterly into Biscayne Bay;
h_ `i W
A portion of submerged bay bottom lands in Section 6, Township 54
South, Range 42 East, and in Section 31, Township 53 South, Range
42 East, Dade County, Florida, being more particularly described as
follows:
COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L.
KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in
Plat Book 'B' at Page 41 of the Public Records of Dade County,
Florida; thence run S 89059155" E, along the Easterly prolongation
of the North line of said Lot 2, also being along the Easterly
prolongation of the South right-of-way boundary of 6th Street as
shown ,on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as
N.E. 6th Street in the City of Miami, Florida) for a distance of
1336.10 feet to a, point of intersection with the BULKHEAD LINE, as
said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 -
METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE,
according to'the plat thereof recorded in Plat Book 74 at Page 18
of the Public Records of Dade County, Florida, said Bulkhead Line
also being the U.S. Harbor Line; thence run N 00017133" E, along
said U.S. Harbor Line, for a distance of 1073.50 feet to the point
of intersection with the Easterly prolongation of the centerline of
3rd STREET (now known as N. E. 9th STREET) as shown on said plat of
A.L. KNOWLTON'S MAP OF MIAMI and the POINT OF BEGINNING of the
herein described parcel; thence continue N 00017133" E, along said
U.S. Harbor Line, for a distance of 451.19 feet to a point of
deflection; thence run N 00005128" W, along said U.S. Harbor Line,
for a distance of 781.67 feet to the Northeast corner of Tract "A"
of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat
thereof recorded in Plat Book 140 at Page 50 of the Public Records
of Dade County, Florida; thence continue N 00°05128" W, along said
U.S. Harbor Line, for a distance of 74.01 feet to the point of
intersection with the Southerly right-of-way boundary of the
MACARTHUR CAUSEWAY, as shown on that certain STATE OF FLORIDA STATE
ROAD DEPARTMENT RIGHT OF WAY MAP, Section No. 87060-2117, according
Page 1 of 3
EXHIBIT B
97- 726
to the plat thereof recorded in Plat Book 68 at Page 44 of the
Public Records of Dade County, Florida; thence run N 83033114/1 E,
along the Southerly right-of-way boundary of the said MacARTHUR
CAUSEWAY, for a distance of 19.11 feet to the point of curvature of
a circular curve to the right; .thence run Easterly along said
circular curve to the right, having a radius of 10,716.59 feet,
through a central angle of 0002610811, for an arc distance of 81.475
feet to the point of intersection with a line 100 feet Easterly of
and parallel to the said U.S. Harbor Line; thence run S 0000512811E,
along said line, for a distance of 866.84 feet to a point of
deflection; thence run S 00017133/1 W, along a line 100 feet
Easterly of and parallel to the said U.S. Harbor Line, for a
distance of 451.08 feet to the point of intersection with the
Easterly prolongation of the centerline of said N.E. 9th STREET;
thence run N 89057143/1 W, along the Easterly prolongation of the
centerline of said N.E. 9th STREET, for a distance of 100.00 feet
to the POINT,OF BEGINNING.
Containing 33.344 acres, more or less.
biccente.leg
Page 2 of I
10-6-97
F.E.C. PROPERTY (including 100' submerged strip)
LEGAL DESCRIPTION
A tract of land, some of which is submerged, in Section 37,
Townships 53 and 54 South, Range 42 East, said tract of land lying,
situate and being in the City of Miami, Dade County, Florida, and
being more particularly described as follows:
BEGIN at the point of intersection of the Easterly extension of the
centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on
A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof
recorded in Plat Book "B" at Page 41 of the Public Records of Dade
County, Florida, with the Easterly right-of-way boundary of
BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE
BOULEVARD being parallel to and 53 feet Easterly of, as measured at
right angles to, the Easterly right-of-way boundary of BISCAYNE
DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run
South 8905714311 East, along said Easterly extension of the
centerline of said N.E. 9TH STREET (formerly known as 3RD STREET),
a distance of 1354.57 feet to the point of intersection with the
BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN
DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the
plat thereof recorded in Plat Book 74 at Page 18 of the Public
Records of Dade County, Florida; thence run South 00°17'33" West,
along said BULKHEAD LINE, a distance of 930.00 to the point of
intersection with a- line that is 143.50 feet Northerly of and
parallel to with the Easterly extension of the Southerly right-of-
way boundary of 6th STREET (now known as N.E..6th STREET) as shown
on said A. L. KNOWLTON'S MAP OF MIAMI; thence run North 8905915511
West, along the last described line, for a distance of 211.87 feet
to a point of deflection; thence run South 8504015311 West a
distance of 321.37 feet to a point of deflection; thence run South
8702814511 West a distance of 190.87 feet to a point of deflection;
thence run South 85004125/1 West a distance of 208.28 feet to a
point of deflection, said point of deflection also to be known as
POINT "A" for purposes of this description; _thence run South
8105713010 West a distance of 208.28 feet to the point of curvature
of a circular curve to the right; thence run Southwesterly to
Northwesterly along the arc of said circular curve to the right,
having a radius of 55.00 feet, through a central angle of
76021101", for an arc distance of 73.29 feet; thence run North
2104112911 West, tangent to the last described curve, a distance of
294.95 feet to a point of deflection; thence run North 1602012311
West a distance of.139.23 feet to the point of intersection with
the Easterly Right -of -Way boundary of BISCAYNE BOULEVARD, said
Easterly Right -of -Way boundary of BISCAYNE BOULEVARD being parallel
to and 53 feet Easterly of, as measured at right angles to, the
Easterly Right -of -Way boundary of said BISCAYNE DRIVE, said last
eight (8) described courses being along the Northerly Right -Of -Way
boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page
1026 of the Public Records of Dade County, Florida; thence run
Page 1 of 3
ffiIBIT C
North 01057143" West, along said Easterly Right -Of -Way boundary of
BISCAYNE BOULEVARD, a distance of 191.96 feet to a point of
deflection; thence run North 00004129" East, along said Easterly
Right -Of -Way boundary of BISCAYNE BOULEVARD, a distance of 376.84
feet to the POINT OF BEGINNING; together with all riparian rights
appertaining thereto and together with all existing seawalls,
bulkheads, docks, fill and upland improvements•extending from the
aforesaid property Easterly into Biscayne Bay; ,
LESS AND EXCEPTING THEREFROM the following described 30 foot wide
tract of land lying 15.00 feet on each side of the centerline of
Florida East Coast Railway Company's Spur Track No. 181 serving
Dodge Island Seaport, but including all air rights to said Tract
beginning 23 feet above the top of the rails, and being more
particularly described as follows:
COMMENCE at the aforesaid described POINT "A"; thence run South
81057130" West, along the Northerly Right -Of -Way boundary of said
PORT BOULEVARD, for a distance of 1.95 feet to the point of
intersection with a line that is parallel with and 15.00 feet
Northeasterly of, as measured at right angles to, the centerline of
said Railway's Spur Track No. 181, and the POINT OF BEGINNING of
the Tract of land hereinafter to be described; thence run North
70058103" West, along the line that is parallel with and 15.00 feet
Northeasterly of, as measured at right angles to, the centerline of
said Railway's Spur Track No. 181, a distance of 298.58 feet to the
point of curvature of a circular curve to the left; thence run
Northwesterly along the arc of said circular curve to the left,
having a radius of 506.31 feet, through a central angle of
02023103.511, for an arc distance of 21.07 feet to the point of
intersection with the Northeasterly Right -Of -Way boundary of said
PORT BOULEVARD, said point of intersection bearing North
16°38153.5" East from the center of said curve; thence run South
21041129" East, along said Northeasterly Right -Of -Way boundary of
said PORT BOULEVARD, a distance of 39.01 feet to the point of
intersection with a line that is 15.00.feet Southwesterly of, as
measured at right angles to, the centerline of said Railway's Spur
Track No. 181; thence run South 70058103" East, along the last
described line, a distance of 235.49 feet to the point of
intersection with the Northerly Right -Of -Way boundary of said PORT
BOULEVARD; thence run North 81057130" East, along the Northerly
Right -of -Way boundary of said PORT BOULEVARD, a distance of 65.91
feet to the POINT OF BEGINNING;
ALSO
Portions of submerged bay bottom lands in Section 6, Township 54
South, Range 42 East, Dade County, Florida, being more particularly
described as follows:
COMMENCE at the Northeast corner of Lot 2 in- Block 61 of A.L.
KNOWLTON'S MAP OF MIAMI, according to. the plat thereof recorded in
Page 2 of 3
97- 726
Plat Book "B" at Page 41 of the Public Records of Dade County,
Florida; thence run S 89059155" E, along the Easterly prolongation
of the North line of said Lot 2, also being along the Easterly
prolongation of the South right-of-way boundary of 6th Street as
shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as
N. E. 6th Street in the City of Miami, Florida) for a distance of
1336.10 feet to a point of intersection with the BULKHEAD LINE, as
said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 -
METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE,
according to the plat thereof recorded in Plat Book 74 at Page 18
of the Public Records of Dade County, Florida, said Bulkhead Line
also being the U.S. Harbor Line; thence run N 00017133" E,
along said U.S. Harbor Line, for a distance of 190.00 feet to the
point of intersection with a line that is 190.00 feet North of and
parallel to the Easterly prolongation of the South right-of-way
boundary of said N.E. 6th Street and the POINT OF BEGINNING of the
herein described parcel; thence continue N 00017133" E, along said
U.S. Harbor Line, for a distance of 883.50 feet to the point of
intersection with the Easterly prolongation of the centerline of
3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of
A.L. KNOWLTON'S MAP OF MIAMI, and the Southeast corner of Tract "A"
of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat
thereof recorded in Plat Book 140 at Page 50 of the Public Records
of Dade County, Florida; thence run S 89057143" E, along the
Easterly prolongation of the centerline of said N.E. 9th STREET,
for a distance of 100.00 feet to the point of intersection with a
line 100 feet Easterly of and parallel to the said U.S. Harbor
Line; thence run S 00017133" W, along a line 100 feet Easterly of
and parallel to the said U.S. Harbor Line, fora distance of 883.44
feet; thence run N 89059155" W, along a line 190.00 feet Northerly
of and parallel to the Easterly prolongation of the South right-of-
way line of N.E. 6th Street, for a distance of 100.00 feet to the
POINT OF BEGINNING;
All of the above containing 30.980 acres, more or less.
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Page 3 of 3
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Part Boulevard
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THE PROPERTY
LEGAL DESCRIPTION
A tract of land in Section 37, Townships 53 and 54 South, Range 42
East, in Section 31, Township 53 South, Range 42 East and Section
61 Township 54 South, Range 42 East, said tract of land lying,
situate and being in the City of Miami, Dade County, Florida, being
more particularly described as follows:
COMMENCE at the point of intersection of the Easterly extension of
the centerline of 3rd Street (now -known as N.E. 9th Street) as
shown on the plat of A.L. KNOWLTON'S MAP OF MIAMI, according to the
plat thereof recorded in Plat Book `"B" at Page 41 of the Public
Records of Dade County, Florida, with the Easterly right of way
boundary of BISCAYNE BOULEVARD, said Easterly right of way boundary
of BISCAYNE BOULEVARD being parallel with and 53 feet Easterly of,
as measured at right angles to, the Easterly right of way boundary
of BISCAYNE DRIVE as shown on said A.L. KNOWLTON'S MAP OF MIAMI;
thence run S8905714311E, along said Easterly extension of the
centerline of said N.E 9th Street (formerly known as 3rd Street),
a distance of 1354.57 feet to the point of intersection with the
BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3- METROPOLITAN
DADE COUNTY, FLORIDA BULKHEAD LINE- PART THREE, according to the
plat thereof recorded in Plat Book 74 at Page 18 of the Public
Records of Dade County, Florida; thence S0001713311W, along said
BULKHEAD LINE, a distance of 318.83 feet to the POINT OF BEGINNING
of the parcel of land hereinafter described; thence continue
S0001713311W, along said BULKHEAD LINE, a distance of 611.17 feet to,
the point of intersection with a line that is 143.50 feet Northerly
of and parallel with the Easterly extension of the Southerly right
of way boundary of 6th Street (now known as N.E. 6 Street) as shown
on said plat of A.L. KNOWLTON'S MAP OF MIAMI; thence N8905915511W,
along the last described line, a distance of 211.87 feet to a point
of deflection; thence S8504015311W a distance of 321.37 feet to a
point of deflection; thence S8702814511W a distance of 190.87 feet
to a point of deflection; thence S8500412511W a distance of 208.28
feet to a point of deflection, said point of deflection also to be
known as POINT ""A" for purposes of this description; thence
S8105713011W a distance of 208.28 feet to the point of curvature of
a* circular curve to the right; thence Westerly to Northwesterly
along the arc of said circular curve to the right, having a radius
of 55.00 feet, through a central angle of 7602110111, for an arc
distance of 73.29 feet; thence N2104112911W, tangent to the last
described curve, a distance of 294.95 feet to a point of
deflection; thence N1602012311W a distance of 139.23 feet to the
point of intersection with the Easterly right of way boundary of
BISCAYNE BOULEVARD, said Easterly right of way boundary of BISCAYNE
BOULEVARD being parallel with and 53 feet Easterly of, as measured
at right angles to, the Easterly right of way .boundary of said
BISCAYNE DRIVE, said last eight (8) described courses being along
Page 1 of
EXHIBIT D
n7- 726
the Northerly right of way boundary of PORT BOULEVARD as described
in O.R. Book 13849 at Page 1026 of the Public Records of Dade,
County, Florida; thence NO105714311W, along said Easterly right of
way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a
point of deflection; thence N0000412911E, along said Easterly right
of way boundary of BISCAYNE BOULEVARD, a distance of 58.01 feet to
the point of intersection with a line 6.25 feet North of and
parallel with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E. 8th Street); thence
S8905714311E along a line lying 6.25 feet North of and parallel
with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E. 8th Street) as shown
on said plat of A.L. KNOWLTON'S MAP OF MIAMI, a distance of 1353.56
feet to the POINT OF BEGINNING; together with all riparian rights
appertaining thereto and together with all existing seawalls,
bulkheads, docks, fill and upland improvements extending from the
aforesaid property Easterly into Biscayne Bay;
LESS AND EXCEPTING THEREFROM the following described 30 foot wide
tract of land lying 15.00 feet on each side of the centerline of
the Florida East Coast Railway Company's Spur Tract No. 181 serving
Dodge Island Seaport, but including all air rights to said Tract
beginning 23 feet above the top of the rails, and being more
particularly described as follows:
COMMENCE at the aforesaid described POINT "A"; thence run
S8105713011W, along the Northerly right of way boundary of said PORT
BOULEVARD, for a distance of 1.95 feet to the point of intersection
with a line that is parallel with and 15.00 feet Northeasterly of,
as measured at right angles to, the centerline of said Railway's
Spur Tract No. 181, and the POINT OF BEGINNING of the parcel of
land hereinafter described; thence N7005810311W, along the line that
is parallel with and 15.00 feet Northeasterly of, as measured at
right angles to, the centerline of said Railway's Spur Tract No.
181, a distance of 298.58 feet to the point of curvature of a
circular curve to the left; thence Westerly along the arc of said
circular curve to the left, having a radius of 506.31 feet, thought
a central angle of 02°23103.511, for an arc distance of 21.07 feet
to the point of intersection with the Northeasterly right of way
boundary of said PORT BOULEVARD, said point of intersection bearing
N16038153.511E from the center of said curve; thence S2104112911E,
along said Northeasterly right of way boundary of PORT BOULEVARD,
a distance of 39.01 feet to the point of intersection with a line
that is 15.00 feet Southwesterly of, as measured at right angles
to, the centerline of said Railway's Spur Tract No. 181; thence
S7005810311E, along the last described line, a distance of 235.49
feet to the point of intersection with the Northerly right of way
boundary of said PORT BOULEVARD; thence N8105713011E, along the
Northerly right of way boundary of said PORT BOULEVARD, a distance
of 65.91 feet to the POINT OF BEGINNING.
Containing 19.0420 acres, more or less.
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97- 726
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REMAINDER OF FEC PROPERTY - UPLAND & SUBMERGED LANDS
LEGAL DESCRIPTION
A tract of land, some of which is submerged, in Section 37,
Townships 53 and 54 South, Range 42 East and Section 31, Township
53 South, Range 42 East, said tract of land lying, situate and
being in the City of Miami, Dade County, Florida, being more
particularly described as follows:
BEGIN at the point of intersection of the Easterly extension of the
centerline of 3rd Street (now known as N.E. 9th Street) as shown on
the plat of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat
thereof recorded in Plat Book "B" at Page 41 of the Public Records
of Dade County, Florida, with the Easterly right of way boundary of
BISCAYNE BOULEVARD, said Easterly right of way boundary of BISCAYNE
BOULEVARD being parallel with and 53 feet Easterly of, as measured
at right angles to, the Easterly right of way boundary of BISCAYNE
DRIVE as shown on said A.L. KNOWLTON'S MAP OF MIAMI; thence run
S89°57143"E, along said Easterly extension of the centerline of
said N.E 9th Street (formerly known as 3rd Street), a distance of
1354.57 feet to 'the point of intersection with the BULKHEAD LINE as
shown on REVISED PLAT OF SHEET 3- METROPQJ,ITAN DADE COUNTY, FLORIDA
BULKHEAD LINE- PART THREE, according to the plat thereof recorded
in Plat Book 74 at Page 18 of the Public Records of Dade County;
Florida; thence S0001713311W, along said BULKHEAD LINE, a distance
of 318.83 feet to its intersection with line lying 6.25 feet North
of and parallel with the Easterly prolongation of the North right
of way boundary of 4th Street (now known as,N.E. 8th Street) as
shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI; thence
N8905714311W, along a line lying 6.25 feet North of and parallel
with the Easterly prolongation of the North right of way boundary
of 4th Street (now known as N.E. 8th Street), a distance of 1353.36
feet to its intersection with the Easterly right of way boundary
of BISCAYNE BOULEVARD; thence N0000412911E, along said Easterly
right of way boundary of BISCAYNE BOULEVARD, a distance of 318.83
feet to the POINT OF BEGINNING; together with all riparian rights
appertaining thereto and together with all existing seawall,
bulkheads docks, fill and upland improvements extending from the
aforesaid property Easterly into Biscayne Bay;
AND
Portions of submerged bay bottom lands in Section 37, Townships 53
and 54 South, Range 42 East, in Section 6, Township 54 South, Range
42 East, and Section 31, Township 53 South, Range 42 East, Dade
County, Florida, being more particularly described as follows:
Bounded on the North by the Easterly prolongation of the centerline
of 3rd Street (now known N.E 9th Street in the City of Miami) as
shown on the plat of A.L. KNOWLTON'S MAP OF MIAMI, according to the
Page 1 of 3
EXHIBIT E
97- 726
plat thereof recorded in Plat Book "B" at Page 41 of the Public
Records of Dade County, Florida, bounded on the West by the
Bulkhead Line as shown on the REVISED PLAT OF SHEET 3- METROPOLITAN
DADE COUNTY, FLORIDA, BULKHEAD LINE- PART THREE, according to the
plat thereof recorded in Plat Book 74 at Page 18 of the Public
Records of Dade County, Florida, said Bulkhead Line also being the
U.S. Harbor Line; bounded on the South by a line lying 6.25 feet
North of and parallel with the Easterly prolongation of the North
right of way boundary of 4th Street (now known as N.E. 8th Street
in the City of Miami of Miami) as shown on said plat of A.L.
KNOWLTON°S MAP OF MIAMI, and bounded on the East by a line 100 feet
Easterly of and parallel with said.U.S. Harbor Line.
Containing 10.6420 acres, more or less.
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Page 2 of 3
10-6-97 RAP
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This Access and Indemnification Agreement (the "Agreement") is made and entered
into by and between the City of Miami, a municipal corporation of the State of Florida (the
"City") and Metropolitan Dade County, a political subdivision of the State of Florida (the
"County\Indemnitor").
WHEREAS, the City and the County are presently negotiating a purchase and sale
agreement by which the County would purchase a portion of the City owned property, consisting
of approximately 17 acres, known as the FEC Tract, as which is generally described below,
hereinafter referred to as the "Property," for the purpose of facilitating the construction of a new
waterfront Arena which is to be developed, managed and operated by Basketball Properties, Ltd.,
a Florida limited partnership; and
WHEREAS, the City and the County have deiern:ined that, it is necessary at this time for
the County\Indemnitor to perform, or cause to be performed, a Phase II Environmental
Assessment (the "Phase II Audit") of the Property to: (a) assess the environmental conditions of
the Property; (b) after consultation with the City, propose* a comprehensive appropriate
environmental remediation action plan (the "RAP") based upon the contamination documented by
the. Phase II Audit and 'the risk posed by such contamination; and (c) estimate the total cost to
complete and implement the appropriate RAP; and
WHEREAS, the County has determined that such Phase II Audit shall be undertaken by
the CountyUndemnitor or its environmental consultant, Law Engineering, Inc., ("Law"); and
WHEREAS, the City and the County have deemed that the development of the Property is
in the best interest of and essential to the economic health and welfare of the City and the County;
and
WHEREAS, in order to meet a proposed November 1, 1997 closing date, time is of the
essence with respect to the performance of the investigations provided for under this Agreement;
and
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 the
County agree as follows:
INCORPORATION OF RECITALS:
L 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.
1 _ EMBIT F
- 26
2. RIGHT OF ACCESS:
2.1 The City grants to the County/Indemnitor temporary access rights, subject to the
conditions and limitations hereinafter contained, to the Property situated in the City of Miami,
Dade County, Florida and generally described as follows:
Bounded on the north by the north right-of-way line of NE 8`" 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
Tfie right of entry granted hereunder with respect to the Property excludes the portion of the
Property which is presently under lease to Bayside Center Limited Partnership, (Bayside), which
is referred to as Area "B-North", and is legally described in Exhibit "A" attached hereto and
incorporated herein by reference. The County shall obtain directly from Bayside such approval as
may be required for access to Area "B-North" for purposes of conducting the Phase II Audit.
2.2. The County/Indemnitor, its employees, agents, contractors andconsultants are
hereby granted the right and authority to enter upon the Property for purposes of conducting all
elements of the Phase II. The City hereby acknowledges and authorizes Law to, among other
things associated with a Phase II Audit, drill and install test and monitoring wells, take soil,
groundwater and other samples, excavate sub -surface. materials, soils and structures, conduct
various lab tests and analysis, all in a manner and quantity necessary to fulfill the purposes of the
Phase II Audit (the "Test Work").
2.3. The County shall give the City not less. than twenty-four (24) hours prior written
notice specifying the dates and times of any entry upon the Property or performance of any field
activities, including testing scheduled by the County so that the City's representatives can be
present at the scheduled time. For purposes of this Subsection 2.3, notice shall be provided either
personally or via fax to:
City of Miami Department of Planing and Development
In care of: Madeline Valdez
444 S.W. 2nd Avenue, Suite 325-13
Miami, Florida 33130
Telephone (305) 416-1451
Fax No. (305) 416-2156
2.4. As they become available, the County shall immediately furnish to the City for
review, inspection and examination by the City, all written reports, field and laboratory notes and
documents, of the results of the Test Work (the "Test Reports"). The City acknowledges that
time is of the essence with respect to the performance and completion of the Phase II Audit, and
therefore the City shall use its best efforts to perform such review, inspections and examinations
promptly upon the receipt of the Test Reports, but. in any event the City shall provide. to the
-2-
g7_ 726
County all comments, objections or observations with respect to the Test Work immediately upon
the City representative's observation of the Test Work at the Property, and as to the Test Report
within (2) business days from its receipt.
2.5 The right of access herein granted shall be exercised and used by
County/Indemnitor, its agents, employees, consultants and contractors in such a manner as not to
cause any damage or destruction or any nature whatsoever to, or interruption of the use of the
Property by the City, or the use of adjoining lands owned by the City, except as may be
reasonably necessary or customary to perform all elements of the Phase II Audit or as authorized
herein.
2.6 County/Indemnitor agrees to restore, at County/Indemnitor's sole cost and
expense, any damage to the Property, caused as a result of such entry, or the performance of the
Phase II Audit, excluding any damages arising from or relating to any environmental conditions
previously existing on the Property. Such restoration shall be done prior to the expiration of this
Agreement, where practicable, unless the County agrees to purchase the Property in the damaged
condition at no additional cost to the City.
2.7 The term of this Agreement shall commence upon receipt by the City of the
insurance required under Section 3.3 below (the "Effective Date"), and unless extended by the
mutual written agreement of the Parties, shall terminate upon the earlier of (a) sixty days (60)
from the Effective Date; (b) ' the date the proposed contract between the City and the County
regarding the purchase of the Property is terminated; or (c) the transaction contemplated thereby
actually closes (the "Expiration Date"),
2.8 In the event the County and the City do not enter into a Purchase
Agreement regardless of cause, 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 aforementioned risk evaluation of
on -site conditions, and phased to be completed. in conjunction with the actual usage or
development of the Property or any portion thereof, 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 shall use their good faith effort to
reach such an agreement. Nothing contained in this provision shall be construed as a waiver by
the City of any potential defense or claim it may have relating to the environmental conditions
existing on the Property, or as otherwise provided for under the provisions of Section 3 below.
2.9 The cost of hase II Audit shall be allo5p6,fifty percent (50%) to the
and fifty percent (50%o the Co ntv. The County shakS
it and the City'shall fully i
Cou to t City of a bill for
Phase Audit.
1
the Co , within thirty (30) 14,
e City's fifty percent (50%)
-3-
II
of su ssion by the
wd'of the cost of the
97-726
for
r]
3. INDEMNITY INSURANCE AND RELEASE
3.1 The County does hereby agree to. indemnify and hold harmless the City
with respect 'to claims demands, causes of actions, damages, liabilities, losses and expenses, for
personal injury, property damage and regulatory actions by governmental agencies, arising out of,
or resulting from the negligent performance of the Phase II Audit by the County, its agents,
employees, and contractors, Law, or anyone directly or indirectly employed by any of them.
Such indemnification shall be within the limitations .of Section 768.28, Florida Statutes, and
subject to the provisions of that Statute whereby the County shall not be held liable to pay a
personal injury or property damage claim or judgment by any one person which exceeds the sum
of one hundred thousand dollars ($100,000), or any claim or judgments or portions thereof, which
when totaled with all other occurrence, exceeds the sum of two hundred thousand ($200,000).
Not withstanding the foregoing, nothing in this Agreement shall be deemed to constitute an
obligation on the part of the County to indemnify, hold harmless or release the City from any
liability or claim arising out of the following: (a) the negligent performance or failure of
performance of the City, its employees, agents, licensees or contractors or any unrelated third
party, or (b) any claims arising from the presence or discovery of previously existing
environmental conditions on the Property.
3.2 The indemnity provision set forth in Subsection 3.1 shall commence on the
Effective Date, shall survive termination of this Agreement and shall continue in full force and
effect until the earlier of (a) one year from the Effective Date; or (b) such time as both the City
and County/Indemnitor shall in writing agree to terminate this indemnity provision.
3.3 Prior to County/Indemnitor its agents, employees, and contractors, or
anyone directly or indirectly employed by any of them entering upon the Property for purposes of
commencement of the Phase II Audit, the County/Indemnitor shall furnish to the City Manager
the policy or policies of insurance or certificates of insurance from Law's insurer naming the City
as an additional insured in form and in such reasonable amounts as approved by the City of
Miami's Risk Manager protecting the City, against all claims for personal injury, property
damage, and regulatory actions by governmental agencies arising out of or related to the activities
undertaken by Law upon the Property.
3.4 County/Indemnitor hereby waives any and all claims against the City for personal
injury or property damage, sustained by the County/Indemnitor, its agents, employees, consultants
and contractors upon the Property, or in connection with the performance of the Phase II Audit
and releases the City from any claims in connection therewith, other than those claims arising
from or relating to the willful misconduct or negligence of the City, its employees, agents or
contractors. Similarly, County/Indemnitor hereby waives any and all indemnity claims against the
City for third party regulatory actions by governmental agencies against the County in connection
with the performance of the Phase II Audit other than those claims arising from or relating to the
willful misconduct or negligence of the City, its employees, agents or contractors.
-4-
9'0- 726
3.5 Notwithstanding and prevailing over any contrary term or implication contained in
this Agreement, nothing in this Agreement shall be deemed or construed as: (a) rendering the
County the owner or operator of the Property during the term of this Agreement or as a result of
the performance of the Phase II Audit or the Test Work; (b) rendering the County or the
Consultant as an agent of the City; or (c) creating any liability on the part of the County, its
agents, contractors, consultants, or employees for any environmental conditions existing on the
Property prior to the later of the Expiration Date of this Agreement, or the closing on the real
estate transaction contemplated by the parties, provided, however that nothing herein shall be
deemed as, or construed in any way as a waiver of any City claim, or statutory cause of action
with respect to the environmental conditions existing at the Property. The provisions of this
Subsection 3.5 shall survive the termination or expiration of this Agreement and shall remain in
full force and effect unless and until mutually terminated in writing by the City and County
Managers.
G� iAd executed by the County as of `17 , 1997.
.y s
HARVEY RUVIN, CLERK,
0
Dep ty lerk
APPROVED AS TO FORM
"GAL SUFFICIENCY:
G
Assi�tant,_qounty Attorney
(OFFICIAL SEAL)
DADE COUNTY, FLORIDA
BY ITS BOARD OF
COUNTY
I
Dated and executed by the City as of P/ � r7 1997.
ATTEST:
Walter J. man, City Clerk
-5-
P.E., jtounty Manager
CITY OF MIAMI,
a Municipal Corporation of the
State of Florida
By: l.dl wC44-1 IF I L"
Edward Marque Manage
97� 726
APPROVED AS TO INSURANCE
REQUIREMEWS: \ ,
-Risk Manageme t Departme
F: Maritime/RnalaccemdocJOB
9.2
APPROVED AS TO FORM AND
CORRECTNESS: i
m
City
9 0 726
EXHIBIT "A"
Page 1 of 2
LEGAL DESCRIPTION (Area *B-North') :
A parcel of land lying in Section 37, Township 54 South, Range 41 East of the
James Hagan Donation. Being a portion of Parcel 118' as described in Dade
County R/W Division Project #640208 (Seaport Expanaion), also lying within
Leasehold Area OW as described in Agreement recorded in OR Book 12690 at
Page 159. Said lands lying northerly of the New Pon Bridge approach and
southerly of the ftn7w FEC / P&O Terminal Port Property, Said lands lying in
the City of Miami, Dade County, Florida and being more particularly described
as follow:
Commence at the Northeast corner of Block 61 North of the A.LKNOWLTON
MAP OF MIAMI, as recorded in Plot Book 8 at Page 41 of the Public Records of
Dade County, Florida; Thence a 89'S ur E along the easterly prolongation of
the north line of said Block„ 61* North for a distance 1336.05 feet to the
r
U.S.Harbor Line; then N W1653' E along said line for a distance of 143.50
feet to the Point of Beginning of the following parcel of land herein described;
thence continue N 00*1557 E along said line for a distance of 26.50 feet to a
point; thence S 8g'5&18' W along the northerly line of said leasehold Area W
for a distance of 1224.52 feet to a point thence S 24'2629' E along said line for
a distance of 77.50 foot to a Point Of Curvature with a cftUar curve concave to
the north end having a radius of 56.00 feet thence along said curve to the left
through a central angle of 76021'01' for a distance of 73.29 feet 40 a point;
thence N 81®5545' E fdr a distance of 208.28 feet to a point; thence N SS'02'38'
E for a distance of 208.28 feet to a point~ thence N 87WSV E for a distance of
190.87 feet to a point; thence N 85WOW E for a distance of 321.37 feet to a
point; thence N 89'S8'18• E for a distances- of 212 06 feet to the Point of
Beginning. Said lands containing 68,279 square teat, more Of less.
Prepared Or.
L,lt gmwnili i AasOGWAs
3152 Carl Way, Mlaml, Florida 33148
n(305) 464311 FA"5)444.2M
97- 726
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Hamilton Dorsey Alston Company
HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
NLY AND CONFERS NO
FALTER
3350 Cumberland Circle
RIGHTS UPON THE CERTIFICATE
OLDER• THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Suite 100
THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Atlanta, GA 30339
`-' - COMPANIES�OROINf9COVERAGE
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AZurich Ins Co
INSURED
Law Engineering & Environmental
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Attn : Jane Phan
COMPANY - - - — ---
5845 N.W. 158th Street
CAmerican Guarantee Liab./Zurich
Miami, FL 33014
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INOICATED. NOTWITHSTANDING ANY HEOIIIRi:MENT, TETidI OR CCNDRION CF ANY CONTRACT OR OTHER DOCUMENT VyIT}{ R
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CERTIFICATE MAY BE ISSUED MAY P6iTAIN, THE NSURANC£ AFFOfiD® BY THE POUCIEB DE9CPoBED HEREIN tT SUBJECT
T ALL 3,
EXCLUSIONS AND CCNDfTIONS OF SUCH POLICIES.111tYTS SHOWN W1Y HAVE BEEN FI®UCm BY YA0 CLAlM3.
_
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CO TYPE OF INSURANCE POLICYNUMSER POLICY EFFECTIVE IPOLICYERATION
LTR IXPIOATE(MN(00/WI I
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107/01/97 07/01/98
IGFNEPALAGGREGATE
$3 00Q 000
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AUTOMOBILELIAB:LITV I BAP225862900 (AO)
!07/01/97 07/01/98
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'07/01/97 !0'7/01/98
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ALLOWNFOAUTOS
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BE9329146
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WORKERSCONPE?19A110NAN0
EMPLOYERS' LIABILITY
WC225863000 (AO)
07/01/97 107/01/98
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WC283354000 (WI)
I07/01/97 f 07/01/98
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THEPROPPIETOP/ INCL
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WC2833541 (CA)
i07/01/97 107/01/98
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I
DESCRIPTION OF OPERAT10NS ILOCATIONts/Y EHICL ESIBPECIAL ITEMS
Job No./Name: 40700-7-1072 / FEC Property
Certificate Holder is included as Additional Insured for the General
,(See Attached Schedule.)
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SHOULD ANYOFTNEABOVEOESCRIBIOPOL'Clp SECANCELLED BEFORETHE
City of Miami
ECAR'AT10NDATETHEAEOF,THE13SUINGCOMPANYWILLENDEAVOR TOMAIL
Attn: Julie Bru
_10_DAYS WRITTEN NOTICE TOTHECEATIFICATENOLOERNAMED TOTHE LEFT,
444 S.W. 2 nd Avenue, Suite 945
BUT FA:LURETO MAIL SUCH NOTICESHALLIMPoBENOOBLIGATION OR LIABILITY
Miami, FL 33130
OF ANY K•NO UPON THE COMPANY 'TS AGENTS OR -R PRESEN A 14
AUTHOWZE0 RIEP"ftENTATiVE
no Iv%
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ability and Automobile Liability coverage as respects wo
ontzact with the Named Insured.
er
0
97
•
Return to:
County Manager
111 N.W. 1st Street
Miami, FL 33128-1970
Instrument prepared by:
Geri Bonzon-Keenan, Esq.
Office of the County Attorney
111 N.W. 1st Street
suite 2810
Miami, FL 33128-1970
Folio No.
User Department
SPECIAL WARRANTY DEED
STATE OF FLORIDA )
COUNTY OF DADE )
THIS INDENTURE, Made this day of , A.D. 19
by and between THE -CITY OF MIAMI, a municipal corporation of the
State of Florida (the "Grantor"), whose address is 3500 Pan
American Drive, Miami, Florida 33133, party of the first part, and
METROPOLITAN DADE COUNTY, a political subdivision of the State of
Florida, and its successors in interest (the "Grantee"), whose
address is 111 N.W. 1st Street., Miami, Florida 33128-1970, party of
the second part,
WITNESSETH:
That the said party of the first part, for and in
consideration of the sum of Ten Dollars ($10.00) to it in hand paid
by the party of the second part, the receipt whereof is hereby
acknowledged, and for other and further good and valuable
consideration, does hereby grant, bargain and sell to the party of
the second part, its successors and assigns forever, the following
described land,. situate, lying and being in the County of Dade,
State of Florida, to -wit:.
Legal Description attached hereto and incorporated herein by
reference as Exhibit "A" (the "Property").
This Deed is subject to the restrictions, covenants and
provisions of the Restrictive Covenant. attached hereto and
incorporated herein by reference as Exhibit "B" and Grantee, for
itself and its successors in title to the Property hereby conveyed,
A: IDEEDS.NEWIFECSWO
MIBIT G 9 i- 726
C7
agrees to be bound by, and comply with the terms and provisions
thereof. .
TO HAVE AND TO HOLD THE SAME, together with all and singular
appurtenances thereto belonging or in any way incident or
appertaining, forever; and the party of the first part will defend
the title thereto against all persons claiming by, through or under
the said party of the first part.
IN WITNESS WHEREOF, the said party of the first part, has
executed this instrument, and has caused same to be executed by its
City Manager, and has caused the same to be attested by its City
Clerk and its Corporate Seal hereon to be impressed on this, the
day and year first above written.
Signed, Sealed and Delivered THE CITY OF MIAMI
in our presence:
Witness
Witness
A1DEEDS.NEMFECSWD
2
By:
Edward Marquez, City Manager
Attest:
, City Clerk
97 "��6
STATE OF )
COUNTY OF )
I HEREBY CERTIFY, that on this day of ,
A.D. 19 , before me, an officer duly authorized to administer
oaths and take acknowledgments, personally appeared
, personally known to me, or proven, by producing the following
identification: to
be the person(s) who executed the foregoing instrument freely and
voluntarily for the purposes therein expressed.
WITNESS my hand and official seal in the County and State
aforesaid, the day and year last aforesaid.
Notary Signature
Printed Notary Signature
NOTARY SEAL/STAMP Notary Public, State of
My commission expires:
Commission/Serial No.
The foregoing conveyance was obtained pursuant to
Resolution ,No. of the Board of County
Commissioners of Dade County, Florida, passed and adopted
on the day of
A.D. 19
A. 0EEDS.NEWIFECSWD
3
97- 7.26
• 0
EXHIBIT "A"
LEGAL DESCRIPTION
A IDEEDS.NEMFEGSWD
9'- 7 /d6
EXHIBIT "B"
RESTRICTIVE COVENANT
The following covenants, restrictions and provisions shall
constitute covenants running with the land hereby conveyed (the
"Property") for the term described in section 4 below and are intended
for the benefit of the City of Miami, a municipal corporation of the
State of Florida (the "Grantor"), and shall be binding upon Metropolitan
Dade County, Florida, a political subdivision of the State of Florida
(the "Grantee"), and its successors in interest to title in the Property
or any portion thereof. By accepting this Special Warranty Deed,
Grantee agrees to be bound by such covenants, restrictions and
provisions:
1. Application. The restrictions contained herein will apply to
any use or development of the Property; provided, however, upon such
time that the Grantee retains ownership.of the balance of the FEC Tract,
as legally described in Exhibit "B-1" attached hereto and incorporated
herein by reference, and any portion of the Bicentennial Property tract,
as legally described in Exhibit "B-2" attached hereto and incorporated
herein by reference, the restrictions contained herein shall not limit
or restrict the Grantee's ability to properly and fully operate a
.seaport on the Property, including all facilities appurtenant or
ancillary thereto, and such restrictions shall be rendered null and void
and unenforceable, as they relate to the seaport operations described
above.
2. Limitation of Development. Except as hereinafter provided,
development of the Property shall be.limited to..the following:
a. Arena. The Arena shall mean the following: a multi -purpose
sports and entertainment and exhibition facility together with: (a)
approximately thirty-seven thousand five hundred (37,500) rentable
square feet of ancillary office space; (b) retail, food and beverage
space to be, located within the ticket secure zone of the sports and
entertainment facility; (c) up to thirty thousand (30,000)' rentable
square feet of retail space to be located outside the ticket secure
zone; (d) temporary kiosks and/or carts to be located outside the ticket
secure zone; (e) parking facilities; (f) roadways to provide ingress,
egress and access to the Property; and (g) plazas and other public
areas.
b. Specialty Entertainment. Up to seventy thousand (70,000)
rentable square feet of space for retail, specialty entertainment,
dining, cinema, public cultural facilities, educational facilities,
museums and visitor attractions, as well as administrative office space.
C. Pedestrian Bridge Connection to Bayside . An elevated
pedestrian bridge spanning Port Boulevard connecting the Property to the
Bayside Marketplace.
d. Pedestrian Bridge Connection to City Development North of FEC
A:IDEEDS. NEWIFECSWD
5
9;- 726
•
C�
Property. An elevated pedestrian bridge over N.E. 8th Street connecting
the Property to future City development north of the Property.
e. Parking Facilities_. Parking facilities adequate to support the
facilities developed on the Property, including, without limitation,
above . ground, below -ground, surface and/or multi -level parking
facilities.
f. Maritime Related Uses. Facilities for transient maritime
docking to be located parallel to the existing bulkhead for purposes of
docking, dinner boats, tour charter and private recreational vessels,
provided such vessels are docked for a period of time not to exceed
seventy-two (72) hours, and provided however that the manager of the
Arena shall have unrestricted use of such facilities. Nothing herein
shall be construed to authorize the construction of fixed marina
facilities utilizing City -owned submerged land
g. Other. Any other development consistent with the zoning
classification, Parks and Recreation.
3. Restriction. The operation of a seaport on the Property is
prohibited, other than as provided in Section 2(f) above regarding
maritime related uses; provided, however, upon such time that the County
retains ownership of the FEC Tract, as legally described in Exhibit "B-
1" attached hereto and incorporated herein, and any portion of the
Bicentennial Property, as legally described in Exhibit "B-2" attached
hereto and incorporated herein, any and all restrictions contained
herein which limit or restrict the full and proper operation of a
seaport on the Property, including all facilities appurtenant thereto,
shall be rendered null and void and unenforceable. Any gambling or
gaming activities are prohibited on the Property,• or any portion
thereof, including any gambling or gaming on ships docked at, 'or
operating from, any portion of the Property, unless prior approval is
granted by the City Commission, which approval may be withheld at the
sole discretion of the City Commission and conditioned upon receipt by
the City of monetary consideration for.such approval; provided, however,
notwithstanding and prevailing over anything contained herein to the
contrary, the restriction prohibiting any gambling or gaming activities
on the Property as it pertains to any gambling or gaming on ships docked
at, or operating from, any portion of the Property, shall be rendered
null and void and unenforceable upon such time that the County retains
ownership of the balance of the FEC Tract, as legally described in
Exhibit "B-1" attached hereto, and any portion of the Bicentennial
Property, as legally described in Exhibit "B-2" attached hereto.
4. Violation of Covenants and Remedy. Grantee shall correct any
violation of the above -described restrictions, conditions"and agreements
within sixty (60) days after Grantor delivers notice to Grantee
indicating the nature of such violation. Grantor and Grantee agree
that, as no measure of damage can be set for the violation of the above -
described restrictions, conditions and agreements, the same may be
enforced by injunction, or other methods of equitable relief, including
A:IIJEEDS. NEWIFECS WD
without limitation, specific performance.
5. Term. The restrictions, covenants, conditions and
agreements contained herein are to run with the Property and shall be
binding and shall remain in full force and effect for a period of
thirty-three (33) years from the date hereof, or unless sooner
terminated by written instrument signed by Grantor or its successor,
subject to written approval by the County, which instrument shall
thereafter be recorded in the public records of Dade County, Florida.
Notwithstanding and prevailing over anything in this Section 5 to
the contrary, upon such time that the Grantee retains ownership of the
balance of the FEC Tract, as legally described in Exhibit "B-l" attached
hereto, and any portion of the Bicentennial Property tract, as legally
described in Exhibit "B-2" attached hereto, the restrictions contained
herein which bar the development and use of a seaport and its related
facilities.on the Property shall no longer be binding on the Property
and shall be null and void and of no further force and effect.
Notwithstanding and prevailing over anything contained herein to
the contrary, the restriction prohibiting any gambling or gaming
activities on the Property as it pertains to any gambling or gaming on
ships docked at, or operating from, any portion of the Property, shall
be rendered null and void and unenforceable upon such time that the
County retains ownership of the balance of the FEC Tract, as legally
described in Exhibit "B-l" attached hereto, and any portion of the
Bicentennial Property, as legally described in Exhibit "B-2" attached
hereto.
6. Limitation of Action. Notwithstanding anything to the
contrary herein contained, after the expiration of one (1) year from
completion of any improvement to the Property, the improvement shall be
deemed in compliance with all of the conditions and stipulations herein
contained, unless legal proceedings shall have been instituted to
enforce compliance.
7. Estoppel Information. The Grantor, for itself and its
successors, agrees, that, within twenty (20) days after written request
from Grantee, its successor or assign, Grantor will execute and deliver
such estoppel information with respect to compliance of the above -stated
conditions and stipulations as may be reasonably requested by Grantee or
any lender making a loan to a lessee or manager of"all or any portion of
the Property.
8. Modifications; Amendments. The restrictions, conditions and
agreements contained in this Deed may only be modified by a written
agreement signed by the Grantor or its successor.
A:IDEEDS. NEWIFECSWD 7
97- 726
THE PROPERTY
LEGAL DESCRIPTION
A tract of land in Section 37, Townships 53 and 54 South, Range 42
East, in Section 31, Township 53 South, Range 42 East and Section
6, Township 54 South, Range 42 East, said tract of land lying,
situate and being in the City of Miami, Dade County, Florida, being
more particularly described as follows:
COMMENCE at the point of intersection of the Easterly extension of
the centerline of 3rd Street (now known as N.E. 9th Street) as
shown on the plat of A.L. KNOWLTON'S MAP OF MIAMI, according to the
plat thereof recorded in Plat Book "B" at Page 41 of the Public
Records of Dade County, Florida, with the Easterly right of way
boundary of BISCAYNE BOULEVARD, said Easterly right of way boundary
of BISCAYNE BOULEVARD being parallel with and 53 feet Easterly of,
as measured at right angles to, the Easterly right of way boundary
of BISCAYNE DRIVE as shown on said A.L. KNOWLTON'S MAP OF MIAMI;
thence run S8905714311E, along said Easterly extension of the
centerline of said N.E 9th Street (formerly known as 3rd Street),
a distance of 1354.57 feet to the point of intersection with the
BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3- METROPOLITAN
DADE COUNTY, FLORIDA BULKHEAD LINE- PART THREE, according to the
plat thereof recorded in Plat Book 74 at Page 18 of the Public
Records of Dade County, Florida; thence S00°17'33"W, along said
BULKHEAD LINE, a distance of 318.83 feet to the POINT OF BEGINNING
of the parcel of land hereinafter described; thence continue
S0001713311W, along said BULKHEAD LINE, a distance of 611.17 feet to
the point of intersection with a line that is 143.50 feet Northerly
of and parallel with the Easterly extension of the Southerly right
of way boundary of 6th Street (now known as N.E. 6 Street) as shown
on said plat of A.L. KNOWLTON'S MAP OF MIAMI; thence N8905915511W,
along the last described line, a distance of 211.87 feet to a point
of deflection; thence S85040153"W a distance of'321.37 feet to a
point of deflection; thence S8702814511W a distance of 190.87 feet
to a point of deflection; thence S8500412511W a distance of 208.28
feet to a point of deflection, said point of deflection also to be
known as POINT "A" for purposes of this description; thence
S8105713011W a distance of 208.28 feet to the point of curvature of
a circular curve to the right; thence Westerly to Northwesterly
along the arc of said circular curve to the right, having a radius
of 55.00 feet, through a central angle of 7602110111, for an arc
distance of 73.29 feet; thence N2104112911W, tangent to the last
described_ curve, a distance of 294.95 feet to a point of
deflection; thence N1602012311W a distance of 139.23 feet to the
point of intersection with the Easterly right of way boundary of
BISCAYNE BOULEVARD, said Easterly right of way boundary of BISCAYNE
BOULEVARD being parallel with and 53 feet Easterly of, as measured
at right angles to,, the Easterly right of way boundary of said
BISCAYNE DRIVE, said last eight (8) described courses being along
Page 1 of 2
9 7 - 726,
the Northerly right of way boundary of PORT BOULEVARD as described
in O.R. Book 13849 at Page 1026 of the Public Records of Dade,
County, Florida; thence N0105714311W, along said Easterly right of
way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a
point of deflection; thence N0000412911E, along said Easterly right
of way boundary of BISCAYNE BOULEVARD, a distance of 58.01 feet to
the point of intersection with a line 6.25 feet North of and
parallel with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E. 8th Street); thence
S89°57'43"E along a line lying 6.25 feet North of and parallel
with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E. 8th Street) as shown
on said plat of A.L. KNOWLTON'S MAP OF MIAMI, a distance of 1353.56
feet to the POINT OF BEGINNING; together with all riparian rights
appertaining thereto and together with all existing seawalls,
bulkheads, docks, fill and upland improvements extending from the
aforesaid property Easterly into Biscayne Bay;
LESS AND EXCEPTING THEREFROM the following described 30 foot wide
tract of land lying 15.00 feet on each side of the centerline of
the Florida East.Coast Railway Company's Spur Tract No. 181 serving
Dodge Island Seaport, but including all air rights to said Tract
beginning 23 feet above the top of the rails, and being more
particularly described as follows:
COMMENCE at the aforesaid described POINT "A"; thence run
S8105713011W, along the Northerly right of way boundary of said PORT
BOULEVARD, for a distance of 1.95 feet to the point of intersection
with a line that is parallel with and 15.00 feet Northeasterly of,
as measured at right angles to, the centerline of said Railway's
Spur Tract No. 181, and the POINT OF BEGINNING of the parcel of
land hereinafter described; thence N7005810311W, along the line that
is parallel with and 15.00 feet Northeasterly of, as measured at
right angles to, the centerline of said Railway's Spur Tract -No.
181, a distance of 298.58 feet to the point of curvature of a
circular curve to the left; thence Westerly along the arc of said
circular curve to the left, having a radius of 506.31 feet, thought
a central angle of 02023103.511, for an arc distance of 21.07 feet
to the point of intersection with the Northeasterly right of way
boundary of said PORT BOULEVARD, said point of intersection bearing
N16038153.511E from the center of said curve; thence S210411291,E,
along said Northeasterly right of way boundary of PORT BOULEVARD,
a distance of 39.01 feet to the point of intersection with a line
that is 15.00 feet Southwesterly of, as measured at right angles
to, the centerline of said Railway's Spur Tract No. 181; thence
S7005810311E, along the last described line, a distance of 235.49
feet to the point of intersection with the Northerly right of way
boundary of said PORT BOULEVARD; thence N8105713011E, along the
Northerly right of way boundary of said PORT BOULEVARD, a distance
of 65.91 feet to the POINT OF BEGINNING.
Containing 19.0420 acres, more or less.
maritime.leg Page 2 of 2 10-6-97
97- 726
4 4
a. Specialty Entertainment. Up to seventy thousand (70,000)
rentable square feet of space for retail, specialty entertainment,
dining, cinema, public cultural facilities, educational facilities,
museums and visitor attractions, as well as administrative office space.
b. Pedestrian Bridge Connection to Bayside . An elevated
pedestrian bridge spanning Port Boulevard connecting the Property to the
Bayside Marketplace.
C. Pedestrian Bridge Connection to City Development North of FEC
Property. An elevated pedestrian bridge over N.E. 8th Street connecting
the Property to future City development north of the Property.
d. Parking Facilities. Parking facilities adequate to support the
facilities developed on the Property, including, without limitation,
above ground, below -ground, surface and/or multi -level parking
facilities.
e. Maritime Related Uses. Facilities for transient maritime
docking to be located parallel to the existing bulkhead for purposes' of
docking, dinner boats, tour charter and private recreational vessels,
provided such vessels are docked for a period of time not to exceed
seventy-two (72) hours, and provided however that the manager of the
Arena shall have unrestricted use of such facilities. Nothing herein
shall be construed to authorize the construction of fixed marina
facilities ,utilizing City -owned submerged land.
f. Other. Any other development consistent with the zoning
classification, Parks and Recreation.
A : VDEEDS. NEW (PROJ ECT. WPD
EXHIBIT H
97- 726
E
Return to:
County Manager
111 N.W. 1st Street
Miami, FL 33128-1970
Instrument prepared by:
Geri Bonzon-Keenan, Esq.
Office of the County Attorney
111 N.W. 1st Street
suite 2810
Miami, FL 33128-1970
Folio No.
User Department
DECLARATION OF RESTRICTIVE COVENANTS
STATE OF FLORIDA
COUNTY OF DADE
KNOW ALL MEN BY THESE PRESENTS, that THE CITY OF MIAMI, a
municipal corporation of the State of Florida, (hereinafter
referred to as "Owner"), being the Owner of certain property,
lying, being and situated in Dade County, Florida, consisting of
approximately 1.4031 acres, more or less, more particularly
described in Exhibit A attached hereto and "made a part hereof
(hereinafter referred to as the "Property".), voluntarily makes the
following Declaration of Restrictions covering and running with the
Property for the benefit of METROPOLITAN DADE COUNTY, a political
subdivision of the State of Florida (the County"), its successors
or assigns, as owner of the property described on Exhibit B
attached hereto (the "Adjacent Property").
1. Restriction. The Owner shall not in any way fill in the
Property, construct any works, piers or docks on the Property or
interfere with the operation, use and enjoyment by the County of
the Adjacent Property, including the use and enjoyment of any
riparian rights incident to the Adjacent Property which the County
may have an interest in.
2. Violation of Covenants and Remedy. T h e Owner, or i t s
successors, shall correct any violation of the above -described
restrictions, conditions and agreements within thirty (30) days
after the County delivers notice to the Owner indicating the nature
of such violation. The Owner acknowledges and agrees that, as no
measure of damage can be set for the violation of the above -
described restrictions, conditions and agreements, the same may be
A: DEEDS. NEMFECRC 1
EXHIBIT I
g";- 726
enforced by injunction, or other methods of equitable relief,
including without limitation, specific performance. -
3. Term. The restrictions,- covenants, conditions and
agreements contained herein are to run with the Property and shall
be binding and shall remain in full force and effect, until such
time terminated by written instrument signed by the County, or its
successor as owner of the Adjacent Property, which .instrument shall
thereafter be recorded in the public records of Dade County,
Florida.
4. Modifications; Amendments. The restrictions,
conditions and agreements contained in this Restrictive Covenant
may only be modified by a written agreement signed by the County or
its successor, and the County agrees to consent to any reasonable
modification to such restrictions, conditions and agreements as may
be requested from the party of the first part from time to time.
IN WITNESS WHEREOF,. the Owner, has executed this
instrument, and has caused same to be executed by its City Manager,
and has caused the same to be attested by its City Clerk and its
Corporate Seal hereon to be impressed on this, the day and year
first above written.
Signed, Sealed and Delivered
in our presence:
Witness
Witness
A:IDEEDS. NEWIFECRC 1
2
THE CITY OF MIAMI
By:
Edward Marquez, City Manager
Attest:
Walter
Foeman, City Clerk
97- 726
STATE OF )
COUNTY OF )
I HEREBY CERTIFY, that on this day of ,
A.D. 19 , before me, an officer duly authorized to administer
oaths and take acknowledgments, personally appeared
, personally known to me, or proven, by producing the following
identification: to
be the person(s) who executed the foregoing instrument freely and
voluntarily for the purposes therein expressed.
WITNESS my hand and official seal in the County and State
aforesaid, the day and year last aforesaid.
Notary Signature
Printed Notary Signature
NOTARY SEAL/STAMP Notary Public, State of
My commission expires:
Commission/Serial No.
The foregoing was obtained pursuant to Resolution No. _
of the Board of County Commissioners of Dade
County, Florida, passed and adopted on the day of
, A.D.. 19
A: IDEEDS. NEWIFECRC 1
3
97- 726
•
A: DEEDS. NEMFECRC 1
EXHIBIT "A"
LEGAL DESCRIPTION
9'7 726
SUBMERGED LANDS (1001 strip) ADJACENT TO THE PROPERTY
LEGAL DESCRIPTION
Portions of submerged bay bottom lands in Section 6, Township 54
South, Range 42 East and Section 31, Township 53 South, Range 42
East, Dade County, Florida, being more particularly described as
follows:
Bounded on the North by a line lying 6.25 feet North of and
parallel with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E 8th Street in the City of
Miami), as shown on the plat of A.L. KNOWLTON'S MAP OF MIAMI,
according to the plat thereof recorded in Plat Book "B" at Page 41
of the Public Records of Dade County, Florida, bounded on the West
by the Bulkhead Line as shown on the REVISED PLAT OF SHEET 3-
METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE- PART THREE,
according to the plat thereof recorded in Plat Book 74 at Page 18
of the Public Records of Dade County, Florida, said Bulkhead Line
also being the U.S. Harbor Line; bounded on the South by the
Easterly prolongation of a line lying 143.50 feet North of and
parallel with the Easterly prolongation of the South right of way
boundary of 6th Street (now known as N.E 6th Street in the City of
Miami), as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI; and
bounded on the East by a line 100 feet Easterly of and parallel
with said U.S. Harbor Line.
Containing 1.4031 acres, more or less.
10-6-97
subarena.leg
9"7- 726
•
E
Bicentennial Park
Port Boulevard
THE PROPERTY
LEGAL DESCRIPTION
A tract of land in Section 37, Townships 53 and 54 South, Range 42
East, in Section 31, Township 53 South, Range 42 East and Section
6, Township 54 South, Range 42 East, said tract of land lying,
situate and being in the City of Miami, Dade County, Florida, being
more particularly described as follows:
COMMENCE at the point of intersection of the Easterly extension of
the, centerline of 3rd Street (now known as N.E. 9th Street) as
shown on the plat of A.L. KNOWLTON'S MAP OF MIAMI, according to the
plat thereof recorded -in Plat Book "B" at Page 41 of the Public
Records of Dade County, Florida, with the Easterly right of way
boundary of BISCAYNE BOULEVARD, said Easterly right of way boundary
of BISCAYNE BOULEVARD being parallel with and 53 feet Easterly of,
as measured at right angles to, the Easterly right of way boundary
of BISCAYNE DRIVE as shown on said A.L. KNOWLTON'S MAP OF MIAMI;
thence run S8905714311E, along said Easterly extension of the
centerline of said N.E 9th Street (formerly known.as 3rd Street),
a distance of 1354.57 feet to the point of intersection with the
BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3- METROPOLITAN
DADE COUNTY, FLORIDA BULKHEAD LINE- PART THREE, according to the
plat thereof recorded in Plat Book 74 at Page 18 of the Public
Records of Dade County, Florida; thence S0001713311W, along said
BULKHEAD LINE, a distance of 318.83 feet to the POINT OF BEGINNING
of the parcel of land hereinafter described; thence continue
S0001713311W, along said BULKHEAD LINE, a distance of 611.17 feet to
the point of intersection with a line that is 143.50 feet Northerly
of and parallel with the Easterly extension of the Southerly right
of way boundary of 6th Street (now known as N.E. 6 Street) as shown
on said plat of A.L. KNOWLTON'S MAP OF MIAMI; thence N8905915511W,
along the last described line, a distance of 211.87 feet to a point
of deflection; thence S8504015311W a distance of 321.37 feet to a
point of deflection; thence S8702814511W a distance of 190.87 feet
to a point of deflection; thence S8500412511W a distance of 208.28
feet to a point of deflection, said point of deflection also to be
known as POINT "A" for purposes of this description; thence
S8105713011W a distance of 208.28 feet to the point of curvature of
a. circular curve to the right; thence Westerly to Northwesterly
along the arc of said circular curve to the right, having a radius
of 55.00 feet, through a central angle of 76021' 01",_ for an arc
distance of 73.29 feet; thence N2104112911W, tangent to the last
described curve, a distance of 294.95 feet to a point of
deflection; thence N1602012311W a distance of 139.23 feet to the
point of intersection with the Easterly right of way boundary of
BISCAYNE BOULEVARD, said Easterly right of way boundary of BISCAYNE
BOULEVARD being parallel with and 53 feet Easterly of, as measured
at right angles to, the Easterly right of way boundary of said
BISCAYNE DRIVE, said last eight (8) described courses being along
Page 1 of 2
97- 726
the Northerly right of way boundary.of PORT BOULEVARD as described
in O.R. Book 13849 at Page 1026 of the Public Records of Dade,
County, Florida; thence NO105714311W, along said Easterly right of
way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a
point of deflection; thence N0000412911E, along said Easterly right
of way boundary of BISCAYNE BOULEVARD, a distance of 58.01 feet to
the point of intersection with a line 6.25 feet North of and
parallel with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E. 8th Street); thence
S8905714311E along a line lying 6.25 feet North of and parallel
with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E. 8th Street) as shown
on said plat of A.L. KNOWLTON'S MAP OF MIAMI, a distance of 1353.56
feet to the POINT OF BEGINNING; together with all riparian rights
appertaining thereto and together with all existing seawalls,
bulkheads, docks, fill and upland improvements extending from the
aforesaid property Easterly into Biscayne Bay;
LESS AND EXCEPTING THEREFROM the following described 30 foot wide
tract of land lying 15.00 feet on each side of the centerline of
the Florida East,Coast Railway Company's Spur Tract No. 181 serving
Dodge Island Seaport, but including all air rights to said Tract
beginning 23 feet above the top of the rails, and being more
particularly described as follows:
COMMENCE at the aforesaid described POINT "'A"; thence run
S8105713011W, along the Northerly right of way boundary of said PORT
BOULEVARD, for a distance of 1.95 feet to the point of intersection
with a line that is parallel with and 15.00 feet Northeasterly of,
as measured at right angles to, the centerline of said Railway's
Spur Tract No. 181, and the POINT OF BEGINNING of the parcel of
land hereinafter described; thence N7005810311W, along the line that
is parallel with and 15.00 feet Northeasterly of, as measured at
right angles to, the centerline of said Railway's Spur Tract No.
181, a distance of 298.58 feet to the point of curvature of a
circular curve to the left; thence Westerly along the arc of said
circular curve to the left, having a radius of 506.31 feet, thought
a central angle of 02023103.511, for an arc distance of 21.07 feet
to the point of intersection with the Northeasterly right of way
boundary of said PORT BOULEVARD, said point of intersection bearing
N16038153.511E from the center of said curve;.thence S2104112911E,
along said Northeasterly right of way boundary of PORT BOULEVARD,
a distance of 39.01 feet to the point of intersection with a line
that is 15.00 feet Southwesterly of, as measured at right angles
to, the centerline of said Railway's Spur Tract No. 181; thence
S7005810311E, along the last described line, a distance of 235.49
feet to the point of intersection with the Northerly right of way
boundary of said PORT BOULEVARD; thence N8105713011E, along the
Northerly right of way boundary of said PORT BOULEVARD, a distance
of 65.91 feet to the POINT OF BEGINNING.
Containing 19.0420 acres, more or less.
maritime.leg Page 2 of 2 10-6-97
97- 726
Return to:
County Manager
111 N.W. 1st Street
Miami, FL 33128-1970
Instrument prepared by:
Geri Bonzon-Keenan, Esq.
Office of the County Attorney
111 N.W. 1st Street
suite 2810
Miami, FL 33128-1970
Folio No.
User Department
DECLARATION OF RESTRICTIVE COVENANTS
STATE OF FLORIDA )
COUNTY OF DADE )
KNOW ALL MEN BY THESE PRESENTS that the CITY OF MIAMI, a
municipal corporation of the State of Florida, and its successors
in interest (hereinafter referred to as "Owner"), being the Owner
of certain property, lying, being and situated in Dade County,
Florida, consisting of approximately 7.75 acres, more or less, more
particularly described in Exhibit A attached hereto and made a part
hereof (hereinafter referred to as the "Property"), voluntarily
makes the following- Declaration of Restrictions covering and
running with the Property for the benefit of METROPOLITAN DADE
COUNTY, a political subdivision of the State of Florida (the
"County"), its successor or assigns, as owner of the property
described on Exhibit B attached hereto (the "Adjacent Property").
1. Restriction. The Owner shall not in any way fill in the
Property, construct any works, piers or docks on the Property.
2. Violation of Covenants and Remedy. The Owner, or its
successors, shall correct any violation of the above -described
restrictions, conditions and agreements within thirty (30) days
after the County delivers notice to the Owner indicating the nature
of such violation. The Owner acknowledges and agrees that, as no
measure of damage can be set for the violation of the above -
described restrictions, conditions and agreements, the same may be
enforced by injunction, or other methods of equitable relief,
including without limitation, specific performance.
A. (DEEDS. NEMFECRC2. WPD
MIBIT J
9'7- 726
3. Term. The restrictions, covenants, conditions and
agreements contained herein are to run with the Property and shall
be binding and shall remain in full force and effect for a period
of nine (9) months from the date hereof, or unless sooner
terminated by written instrument signed by the County, or its
successor as owner of the Adjacent Property, which instrument shall
thereafter be recorded in the public records of Dade County,
Florida.
4. Modifications; Amendments. The restrictions,
conditions and agreements contained in this Restrictive Covenant
may only be modified by a written agreement signed by the County,
or its successor, and the County agrees to consent to any
reasonable modification to such restrictions, conditions and
agreements as may be requested from the party of the first part
from time to time.
5. Severability. Invalidation of any one of these covenants
by judgment of Court in no way shall affect any of the other
provisions of this Declaration,. which shall remain in full force
and affect.
IN WITNESS WHEREOF, the Owner has executed this instrument, and has
caused same to be executed by its City Manager, and has caused the
same to be attested by its City Clerk and its Corporate Seal hereon
to be impressed on this, the day and year first above written.
Signed, Sealed and Delivered THE CITY OF MIAMI
in our presence:
Witness
Witness
A1DEEDS. NEWIFECRC2.WPD
2
By:
Edward
Attest:
Marquez, City
Manager
, City Clerk
9%- 726
STATE OF. )
COUNTY OF )
I HEREBY CERTIFY, that on this day of ,
A.D. 19 ', before me, an officer duly authorized to administer
oaths and take acknowledgments, personally appeared
, personally known to me, or proven, by producing the following
identification: to
be the person(s) who executed the foregoing instrument freely and
voluntarily for the purposes therein expressed.
WITNESS my hand and official seal in the County and State
aforesaid, the day and year last aforesaid.
Notary Signature
Printed Notary Signature
NOTARY SEAL/STAMP Notary Public, State of
My commission expires:
Commission/Serial No.
The foregoing was obtained pursuant to Resolution No. _
of the Board of County Commissioners of Dade
County, Florida, passed and adopted on the day of
, A.D. 19
A. DEEDS. 5. NEW 1 FECRC 2. WPD
3
96 726
EXHIBIT "A"
LEGAL DESCRIPTION
A: (DEEDS. NEWIFECRC2. WPD
97726
•
THE PROPERTY
LEGAL DESCRIPTION
A tract of land in Section 37, Townships 53 and 54 South, Range 42
East, in Section 31, Township 53 South, Range 42 East and Section
6, Township 54 South, Range 42 East, said tract of land lying,
situate and being in the City of Miami, Dade County, Florida, being
more particularly described as follows:
COMMENCE at the point of intersection of the Easterly extension of
the centerline of 3rd Street (now known as N.E. 9th Street) as
shown on the plat of A.L. KNOWLTON'S MAP OF MIAMI, according to the
plat thereof recorded in Plat Book "B" at Page 41 of the Public
Records of Dade County, Florida, with the Easterly right of way
boundary of BISCAYNE BOULEVARD, said Easterly right of way boundary
of BISCAYNE BOULEVARD being parallel with and 53 feet Easterly of,
as measured at right angles to, the Easterly right of way boundary
of BISCAYNE DRIVE as shown on said A.L. KNOWLTON'S MAP OF.MIAMI;
thence run S89°57'43"E, along said Easterly extension of the
centerline of said N.E 9th Street (formerly known as 3rd Street),
a distance of 1354.57 feet to the point of intersection with the
BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3- METROPOLITAN
DADE COUNTY, FLORIDA BULKHEAD LINE- PART THREE, according to the
plat thereof recorded in Plat Book 74 at Page 18 of the Public
Records of Dade County, Florida; thence S0001713311W, along said
BULKHEAD LINE, a distance of 318.83 feet to the POINT OF BEGINNING
of the parcel of land hereinafter described; thence continue
S0001713311W, along said BULKHEAD LINE, a distance of 611.17 feet to
the point of intersection with a line that is 143.50 feet Northerly
of and parallel with the Easterly extension of the Southerly right
of way boundary of 6th Street (now known as N.E. 6 Street) as shown
on said plat of A.L. KNOWLTON'S MAP OF MIAMI; thence N8905915511W,
along the last described line, a distance of 211.87 feet to a point
of deflection; thence S8504015311W a distance of 321.37 feet to a
point of deflection; thence S8702814511W a distance of 190.87 feet
to a point of deflection; thence S8500412511W a distance of 208.28
feet to a point of deflection, said point of deflection also to be
known as POINT "A" for purposes of this description; thence
S8105713011W a distance of 208.28 feet to the point of curvature of
a circular curve to the right; thence Westerly to Northwesterly
along the arc of said circular curve to the right, having a, radius
of 55.00 feet, through a central angle of 7602110111, for an arc
distance of 73.29 feet; thence N2104112911W, tangent to the last
described curve, a distance of 294.95 feet to a point of
deflection; thence N1602012311W a distance of 139.23 feet to the
point of intersection with the,Easterly right of way boundary of
BISCAYNE BOULEVARD, said Easterly right of way boundary of BISCAYNE
BOULEVARD being parallel with and 53 feet Easterly of, as measured
at right angles to, the Easterly right of way boundary of said
BISCAYNE DRIVE, said last eight (8) described courses being along
Page 1 of.2
9 7 - "),26
the Northerly right of way boundary of PORT BOULEVARD as described
in O.R. Book 13849 at Page 1026 of the Public Records of Dade,
County, Florida; thence NO1°57143"W, along said Easterly right of
way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a
point of deflection; thence N0000412911E, along said Easterly right
of way boundary of BISCAYNE BOULEVARD, a distance of 58.01 feet to
the point of intersection with a line 6:25 feet .North of and
parallel with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E. 8th Street); thence
S8905714311E along a line lying 6.25 feet North of and parallel
with the Easterly prolongation of the North right of way
boundary of 4th Street (now known as N.E. 8th Street) as shown
on said plat of A.L. KNOWLTON'S MAP OF MIAMI, a distance of 1353.56
feet to the POINT OF BEGINNING; together with all riparian rights
appertaining thereto and together with all existing seawalls,
bulkheads, docks, fill and upland improvements extending from the
aforesaid property Easterly into Biscayne Bay;
LESS AND EXCEPTING THEREFROM the following described 30 foot wide
tract of land lying 15.00 feet on each side of the centerline of
the Florida East Coast Railway Company's Spur Tract No. 181 serving
Dodge Island Seaport, but including all air rights to said Tract
beginning 23 feet above the top of the rails, and being more
particularly described as follows:
COMMENCE at the aforesaid described POINT "'A"; thence run
S8105713011W, along the Northerly right of way boundary of said PORT
BOULEVARD, for a distance of 1.95 feet to the point of intersection
with'a line that is parallel with and 15.00 feet Northeasterly of,
as measured at right angles to, the centerline of said Railway's
Spur Tract No. 181, and the POINT OF BEGINNING of the parcel of
land hereinafter described; thence N7005810311W, along the line that
is parallel with and 15.00 feet Northeasterly of, as measured at
right angles to, the centerline of said Railway's Spur Tract No.
181, a distance of 298.58 feet to the point of curvature of a
circular curve ,to the left; thence Westerly along the arc of said
circular curve to the left, having a radius of 506.31 feet, thought
a central angle of 02023103.511, for an arc distance of 21.07 feet
to the point of intersection with the Northeasterly right of way
boundary .of said PORT BOULEVARD, said point of intersection bearing
N16038153.511E from the center of said curve; thence S2104112.911E,
along said Northeasterly right of way boundary of PORT BOULEVARD,
a distance of 39.01 feet to the point of intersection with a line
that is 15.00 feet Southwesterly of, as measured at right angles
to, the centerline of said Railway's Spur Tract No. 181; thence
S7005810311E, along the last described line, a.distance of 235.49
feet to the point of intersection with the Northerly right of way
boundary of said PORT BOULEVARD; thence N8105713011E, along the
Northerly right of way boundary of said PORT BOULEVARD, a distance
of 65.91 feet to the POINT OF BEGINNING.
Containing 19.0420 acres, more or less.
maritime.leg Page 2 of 2 10-6-97
97- 726
•
•
C
`
cis
Bicentennial
Port Boulevard
W
FEC PROPERTY - SUBMERGED LANDS ONLY (100' strip & boat slip)
LEGAL DESCRIPTION
Those portions. of submerged bay bottom lands in Section 37,
Townships 53 and 54 South, Range 42 East, in Section 6, Township 54
South, Range 42 East, and Section 31, Township 53 South, Range 42
East, Dade County, Floridas; lying within the following described
parcel being more particularly described as follows:
Bounded on the North by the Easterly prolongation of the centerline
of 3rd Street (now known N.E 9th Street in.the City of Miami) as
shown on the plat of A.L. KNOWLTON'S MAP OF MIAMI, according to the
plat thereof recorded in Plat Book "B" at Page 41 of the Public
Records of Dade County, Florida; bounded on the West by the
Bulkhead Line as shown on the REVISED PLAT OF SHEET 3- METROPOLITAN
DADE COUNTY, FLORIDA, BULKHEAD LINE- PART THREE, according to the
plat thereof recorded in Plat Book 74 at Page 18 of the Public
Records of Dade County, Florida, said Bulkhead Line also being the
U.S. Harbor Line; bounded on the South by a line lying 6.25 feet
North of and parallel with the Easterly prolongation of the North
right of way boundary of 4th Street (now known as N.E. 8th Street
in the City of Miami) as shown on said plat of A.L. KNOWLTONIS MAP
OF MIAMI; and bounded on the East by a line 100 feet Easterly of
and parallel with said U.S. Harbor Line
Containing 0.7319 acres, more or less.
AND
Portions of submerged bay bottom lands in Section 37, Townships 53
and 54 South, Range 42 East, in Section 6, Township 54 South, Range
42 East, and Section 31, Township 53 South, Range 42 East, Dade
County, Florida, being more particularly described as follows:
Bounded on the North by the Easterly prolongation of the centerline
of 3rd Street (now known N.E 9th Street in the -City of Miami) as
shown on the plat of A.L. KNOWLTON'S MAP OF MIAMI, according to the
plat thereof recorded in Plat Book ""B" at Page 41 of the Public
Records of Dade County, Florida; bounded on the East by the
Bulkhead Line as shown on the REVISED PLAT OF SHEET 3- METROPOLITAN
DADE COUNTY, FLORIDA, BULKHEAD LINE- PART THREE, according to the
plat thereof recorded in Plat Book 74 at Page 18 of the Public
Records of Dade County, Florida, said Bulkhead Line also being the
U.S. Harbor Line; bounded on the South by a line lying 6.25 feet
North of and parallel with the Easterly prolongation of the North
right of way boundary of 4th Street (now known as N.E. 8th Street
in the City of Miami) as shown on said plat of A.L. KNOWLTON'S MAP
OF MIAMI; and bounded on the West by the existing Easterly right
of way boundary of BISCAYNE BOULEVARD.
Containing 7.75 acres, more or less.
subslip.leg 10-6-97
977 726
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N.E. 614 STREET
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97- 726
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M E M O R A N D U M
TO: Honorable Mayor and Members DATE:
city of Miami commission OCT - 7
FROM: Edward Marquez
c' y Manager
SUBJECT: Resolution Determining
that Application of
Basketball Properties,
Ltd. for Sales Tax
Distribution Serves a
Public Purpose
The attached Resolution has been placed on the commission's agenda
at the request of Basketball Properties, Ltd. ("BPL"). Included in
the statutory r..equirements that determine a sports franchise's
eligibility for sales tax distributions under the category of -a
"facility for a new professional sports franchise" is a requirement
that the "municipality in which the facility is located . has
certified bx regglution after a public hear;neL that the application
serves a public purpose" (Section 288.1162(4) (f) , Florida Statutes).
The Resolution states that the BPL application
sales tax distribution serves a public purpose.-
the other requirements that must be met in the
have been satisfied is the responsibility of
commission is not asked to make any finding with
requirements.
Attachment
MIA4-530404
to the State for the
A determination that
application process
the State, and the
regard to such other
EXHIBIT L
97- 726
J
10/7/97
J-97-719
RESOLUTION NO. 97-
A RESOLUTION DETERMINING THAT THE APPLICATION BY
BASKETBALL PROPERTIES, LTD. TO THE STATE OF FLORIDA TO BE
PAID SALES TAX REVENUES BY THE STATE OF FLORIDA PURSUANT
TO SECTION 212.20, FLORIDA STATUTES, SERVES A PUBLIC
PURPOSE.
WHEREAS, the Commission of the City of Miami, Florida desires to accomplish the
purposes outlined in the accompanying memorandum from the City Manager dated October
8, 1997, a copy of which is incorporated herein by reference.
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 Commission hereby finds' and determines that the
application by Basketball Properties, Ltd. to the State of Florida for certification as "facility
for a new professional sports .franchise" in order to obtain the benefits provided to said
franchise under Section 212.20, Florida Statues (1996) serves_ a public purpose.
Section 3. This Resolution shall become effective immediately upon its adoption.
PASSED AND ADOPTED this day of . 1997.
ATTEST:
WALTER J. FOEMAN
CITY CLERK.
JOE CAROLLO, MAYOR
97- 726 3
PREPARED AND APPROVED BY:
JULIE 0. BRU.
ASSISTANT CITY ATTORNEY
W 1929/JOB/kd
APPROVED AS TO FORM AND
CORRECTNESS:
A. QUINN JONES III
CITY' ATTORNEY
Fil
2
97- 726
SCHEDULE OF TITLE REQUIREMENTS
1. Proof of payment of taxes and assessment for the year 1996 and
prior years or evidence that FEC Property is exempt from such
taxes.
2. Evidence that the City is in exclusive possession of the FEC
Property and that no persons other than the City are in
possession of the.FEC Property or has a right of possession
with respect to the FEC Property which is not shown by the
public records.
3. Evidence that there has been no improvements to the FEC
Property within the past ninety (90) days for which there
remain any outstanding and unpaid bills for labor, materials
or other charges for which a lien or liens may be claimed by
any one whomsoever other than someone claiming by, through or
under the County or the Manager.
4.. .Release of any defects, liens, encumbrances, adverse claims or
other matters, if any, created, first appearing in the public
records or•attaching subsequent to March 20, 1997 and prior to
the recording of the deed in the public records.
5. With respect to any portion of the FEC Property which
constitutes filled'in land, either (a) a deed to be issued by
the Trustees of the Internal Improvement Fund of the State of
Florida with respect to those portions of the FEC Property
constituting filled in lands; or (b) evidence through aerial
photography certified shortly before July 1, 1975 showing
those parts of the land that were filled on or before July 1,
ffiIBIT M
97- 726
i
1975, together with evidence of whether Florida East Coast
Railroad Company did the fill, to be evidenced by copies of
any permits issued to the Florida East Cost Railway Company by
the Army Corp of Engineers and/or the State of Florida
together with an affidavit in recordable form from a party
(satisfactory to the County and the Manager and the County's
title insurer) having personal knowledge that Florida East
Coast Railway caused the FEC Property to be filled prior to
July 1, 1975; and (c) an affidavit from a surveyor (acceptable
to the County and the Manager and the County's title insurer)
must be obtained certifying that the legal description of the
FEC Property existing on July 1, 1975 is one and the same as
the legal description of the FEC Property; and (d) evidence
(satisfactory to the County and the Manager and the County's
title insurer) through letters from the City Attorney that,
since the time the City has been in possession of the FEC
Property, the FEC Property was never used as a local
recreation area within the meaning of Section 253.12(10) F.S.
The aerial photographs must be presented to the County and the
Manager and the County's title insurer for their review, prior
to the obtaining of any further documentation required above,
and the County and the Manager and the County's title insurer
reserve the right to raise further title requirements as
deemed necessary.
6. The City must convey the FEC Property to the County by duly
executed deed which must be recorded in the public records.
97- 726
7. The City must provide evidence that the following instruments
do not affect title to the FEC Property:
a. The Dedication by the City filed July 2, 1915, in Deed
Book 141, at Page 216.
b. Easement in favor of Florida Power & Light Company filed
March 13, 1928 in Deed Book 1195, at Page 427.
C. Grant of easements regarding the Jacksonville -Miami
Intercostal Waterway, filed September 16, 1991 in Deed
Book 2185, at Page 478.
d. Special Act #8305, Laws of Florida, Acts of 1919.
8. The City must provide a release of the FEC Property from the
Short Form Lease Agreement between the City of Miami, as
Lessor, and Bayside Center Limited Partnership, as Lessee,
dated 10/15/85, and recorded on 11/4/85-in Official Records
Book 12690, at Page 159, of the Public Records of Dade County,
Florida.
9. The City must provide a release of the FEC Property from the
Short Form Lease Agreement between the City of Miami, as
Lessor, and Bayside Center Limited Partnership, as Lessee,
dated 10/17/85, and recorded on 11/4/85 in Official Records
Book 12690, at Page 159, of the Public Records of Dade County,
Florida.
10. The City must provide a release of the FEC Property from the
Memorandum of Modification of. Lease between the City of Miami,
as Lessor, and Bayside Center Limited Partnership, dated
11/24/87, and recorded on 12/1/87 in Official Records Book
97- 726
13492, at Page 3199 of the Public Records of Dade County,
Florida.
11. The City must provide a release of the FEC Property from the
Building Loan Mortgage between Bayside Center Limited
Partnership, as Mortgagor, and The Chase Manhattan Bank
(National Association), as Mortgagee,. dated 10/16/85, and
recorded on 11/7/85 in Official Records Book 12694, at Page
105, of the Public Records of Dade County, Florida.
12. The City must provide a release of the FEC Property from the
Mortgage Severance Agreement between Bayside Center Limited
Partnership, as Mortgagor, and The Chase Manhattan Bank
(National Association), as Mortgagee, dated 12/3/87, and
recorded on 12/4/87 in Official Records Book 13498, at Page
535, of the Public Records of Dade County, Florida.
13. The City must provide a release of the FEC Property from the
First Mortgage, Assignment of Leases and Rents and Security
Agreement between Bayside Center Limited Partnership, as
Mortgagor, and The Chase Manhattan Bank (National
Association),' as Mortgagee, dated 12/3/87, and recorded on
12/4/87 in Official Records Book 13498, at Page 542, of the
Public Records of Dade County, Florida..
14. The City must provide a release of the FEC Property from the
Mortgage, Assignment of Leases and Security Agreement between
Bayside Center Limited Partnership, as Mortgagor, and
Connecticut General Life Insurance Company, as Mortgagee,
dated 12/3/87, and recorded on 12/4/87 in Official Records
97- 726
Book 13498, at Page.588, of the Public Records of Dade County,
Florida.
15. The City must provide a release of the FEC Property from the
Leasehold Mortgage, Assignment of Leases and Rents and
Security Agreement between Bayside Center Limited Partnership,
as Mortgagor, and The Chase Manhattan Bank (National
Association), as Mortgagee, dated 12/3/87, and recorded on
12/4/87 in Official Records Book 13498, at Page 634, of the
Public Records of Dade County, Florida.
16. The City must provide a release of the from the Mortgage
Consolidation, Modification and Extension Agreement between
Bayside Center Limited Partnership, as Mortgagor, and
Connecticut General Life Insurance Company, as Mortgagee,
dated 12/3/87, and recorded on 12/4/87 in Official Records
Book 13498, at Page 670, of the Public Records of Dade County,
Florida.
17. The City must provide a release of the FEC Property from the
Assignment of Lessor's Interest in Leases and Rents between
Bayside Center Limited Partnership, as Assignor, and
Connecticut General Life Insurance Company, as Assignee, dated
12/3/87, and recorded on 12/4/87 in Official Records Book
13498, at Page 723, of the Public Records of Dade County,
Florida.
18. The City must provide a release of the FEC Property from the
Agreement between Metropolitan Dade County, the City of Miami
and Bayside Center Limited Partnership, dated 7/19/88, and
97- 726
recorded on 10/6/88 in Official Records Book 13849, at Page
907, of the Public Records of Dade County, Florida.
19. The City must provide a release of the FEC Property from the
Memorandum of Modification of Lease between the City of Miami,
as Lessor, and Bayside Center Limited Partnership, as Lessee,
dated 9/13/88, and recorded on 10/6/88 in Official Records
Book 13849, at Page 1004, of the Public Records of Dade
County, Florida.
20. The City must provide a release of the FEC Property from the
easement, terms and provisions granted. by Dade County,
Florida, tQ the City of Miami for the purpose of conducting
the Miami Grand Prix or similar or related events, dated
10/6/88, and recorded on 10/6/88, in Official Records Book
13849, at Page 1040, of the Public Records of Dade County,
Florida.
21. The City must provide a release of the FEC Property from the
Mortgage Modification Agreement between Bayside Center Limited
Partnership, as. Mortgagor, and Connecticut General Life
Insurance Company, as Mortgagee, dated 1/1/91, and recorded on
3/9/92 in Official Records Book 15418, at Page 1661, of the
Public Records of Dade County, Florida.
22. The City must provide a release of the FEC Property from the
Collateral Assignment of Lease (Leasehold) from Bayside Center
Limited Partnership to Sun Bank, National Association, as
97-- 726
E
Trustee, dated 6/1/93, and recorded on 6/17/93 in Official
Records Book 15954, at Page 859, of the Public Records of Dade
County, Florida.
23. The City must provide a release of the FEC Property from the
Tri-Party Agreement between and among Bayside Center Limited
Partnership, the City of Miami, Florida, and Dade County,
Florida, dated 7/19/88, and recorded on 10/6/88 in Official
Records Book 13849, at Page 90.7, of the Public Records of Dade
County, Florida or amendment to the Tri-Party Agreement in
form and content acceptable to the County and the Manager.
24. Authorizing Resolutions passed by the City of Miami Commission
and approved for legal sufficiency by the City Attorney
authorizing the execution and delivery of the Deed.
MIA4-538861.2
57- 726
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P� ;l . F N;III�P,I1. i-;_.C-F;i1 28
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1INTER-OFFICE MEMORANDUM
Honorable Mayor and October 8, 1997
Members of the City Commission
Sale of Portion of F.E.C.
Tract to Metropolitan Dade
�J U c� County
Edward Marque ;_ `-" '
City anager
RECOMMENDATION:
The Administration recommends that the City Commission adopt the attached Resolution
approving the sale of a portion of the City -owned real property known as the F.E.C. Tract
to Metropolitan Dade County in the amount of $37,606,234 pursuant to the terms and
conditions as outlined below.
BACKGROUND:
On August 6, 1997, Joe Carollo, Mayor, City of Miami and Alex Penelas, Mayor,
Metropolitan Dade County entered into a Letter of Intent outlining the basic terms and
conditions for a proposed purchase agreement between the City of Miami and Dade
County for the sale of a portion of the F.E.C. property to Dade County. Negotiations
with Dade County have continued since that time and have resulted in this proposed
Purchase and Sale Agreement hereby conveyed for your review and approval.
The basic terms of the agreement are as follows:
Property to be Sold
The section of the F.E.C. tract being sold is bounded on the north by the north right-of-
way line of NE 8`h 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.
The total amount of land to be conveyed to the County is 19.04 acres. Of this amount the
County is required to assume the City's prior commitment to dedicate to the Florida
Department of Transportation 0.64 acres for the improvement of Biscayne Boulevard.
As a result of this required dedication, the City will receive payment for 18.40 acres.
97- 726
The difference in acreage from the original 1`1 acres indicated in the Letter of Intent and
the above -mentioned 18.40 acres resulted from a request by the County for an additional
6' 3" on the north end of the Property to accommodate construction needs, and the
outcome of a professional survey conducted by the City.
Purchase Price
The total Purchase Price is $37,606,234 ($2,043,273/acre). The price per acre is
equivalent to the average assessed value per acre of the F.E.C. and Bicentennial Park
sites.
Terms of Payment
Payment will be all cash in full at time of closing and shall be deposited in an escrow
account. Upon successful completion of financing by the developer, Basketball
Properties Limited (`BPL"), which must be completed by the later of April 29, 1998, or
90 days after closing, the entire Purchase Price plus accrued interest, less $2,500,000,
shall be disbursed from the escrow account and paid to the City.
As per the Letter of Intent, $2,500,000 will remain in an escrow account to cover the
City's costs of the remediation of the site. The City will be entitled to disbursement of
the interest on this $ 2,500,000 on a monthly basis, until such funds are either expended
on remediation activities or returned to the City upon completion of the RAP and
excavation of the property.
Pedestrian Bridge
The City has the right to construct, at its sole cost, a pedestrian bridge connecting the
Property to any future City development north of the site. The County reserves the right
to approve the location and design of the bridge.
Restrictive Covenants
A 33 year restrictive covenant running with the land limits the County's development and
use of the Property for the purpose of building a multi -purpose sports, exhibition and
entertainment facility and up to 100,000 s.f. of retail, specialty entertainment, dining,
cinema, public cultural facilities, educational facilities, museums, and visitor attractions,
as well as 37,500 s.f. of ancillary administrative office space.
2 9�_ 726
In addition, any gambling or gaming activities on' the Property will be prohibited unless
approval is granted by the City Commission, which may require monetary consideration
for such approval. Further, no gambling ships can operate from the Property unless
authorized by the City Commission.
The City cannot fill the deep water slip adjacent to the Property nor build anything in that
slip such as docks, etc. for a period of nine months from the closing date of the sale of the
Property. Also, the City cannot fill the submerged land east of the Property nor build
anything on that submerged land in perpetuity.
Prorations
The City will be responsible for 1997 ad valorem and personal property taxes,
assessments, utility fees, solid waste disposal fees, improvement liens rents, costs and
revenues, prior to the date of closing. The County shall assume this responsibility after
date of closing.
Title Insurance
The City has delivered to the County an abstract of title prepared by Ticor Title
Insurance. The County has 20 business days from the agreement date to obtain a title
commitment to issue title insurance, the cost of which shall be split between the City and
the County. It is expected that the City's cost of the title insurance will be approximately
$ 50,000.
The County shall give the City written notice of title defects within the later of 20
business days from the agreement or 20 business days from receipt of the title
commitment. The City will then have 60 days to cure the title defects.
Survey
The City has acquired the services of Manucy and Associates to perform all the survey
work necessary. The County shall reimburse to the City up to $5,000 of the cost
associated with said surveys. It is anticipated the survey fees will be $6,200.
Condition of the Property
The County shall inspect the F.E.C. Property not later than fourteen (14) days before the
scheduled closing for the purpose of identifying solid waste to be removed. City agrees
to deliver the F.E.C. Property to County with all existing gates and perimeter fencing.
3 90= 726
Final Inspection
The County and City agree to conduct a joint final inspection of the Property two (2)
business days prior to the date of closing to verify that the "Condition of Property" has
been satisfied.
Closing in Escrow
The closing in escrow of this transaction shall be completed by the later of. -
(a) seven (7) business days from execution of this contract unless
otherwise extended, as mutually agreed upon by both City and
County;
(b) within seven (7) business days from the date of the City's obligation
to complete all of the following:
1) cure Title Defects;
2) adoption by the City of a resolution regarding the sales tax
rebate presented to the City Commission on October 14 for its
approval;
3) the removal by the City of any restrictions pertaining to the sale
or use of alcoholic beverages on the Property;
(c) Seven business days from the election of the County to proceed; or
(d) November 1, 1997. The precise date, time and place of closing shall
be set by the County.
(e) Recording of the grant of Easement from City to County for access
over Old Port Boulevard.
Outstanding Debt on Property
The City agrees to defease, at the time of the disbursement of the escrow, the debt
outstanding on the Property. As of October 1, 1997 this amount is $2,800,000.
Expenses
The County will pay for applicable recording fees on the Special Warranty Deed.
4
97- 726
0
Environmental
A) Phase II Environmental Assessment.
The County has commenced the performance of Phase II Environmental Assessment of
Property to assess the environmental conditions of the Property and after consultation
with the City, propose a comprehensive appropriate environmental remediation action
plan (the "RAP") based upon the contamination documented by the assessment, and
estimate the total cost to complete and implement the appropriate RAP.
B) Allocation of Financial Responsibility for the Phase II Audit.
The cost of the Phase II Environmental Assessment shall be paid fifty percent (50%) by
the County and fifty percent (50%) by the City. At the current time, Phase II audit costs
have been $113,000. This amount may go higher depending on DERM requirements for
further testing.
C) Environmental Remediation Action Plan.
In the event the purchase of the Property by the County from the City is consummated,
the County shall perform, or cause to be performed, the RAP, as required by DERM. The
City has the right to review all expenditures for the implementation of the RAP and
Hydrologic Associates, Inc. has been engaged to serve as the City's representative for this
matter.
D) Allocation of Financial Responsibility for the RAP.
The first two million five hundred thousand dollars ($2,500,000) of the costs incurred by
the County to complete and implement the RAP, shall be paid by the City. The County
shall be responsible for the next three million five hundred thousand dollars ($3,500,000).
E) Election Not to Proceed Due to Environmental Concerns
In the event that the sum of the cost of the Phase II Environmental Assessment, and the
estimated total cost to complete and fully implement the RAP exceeds six million dollars
($6,000,000), then the County may elect not to purchase the Property.
F) Escrow Account
Two million five hundred thousand dollars ($2,500,000) of the Purchase Price shall be
deposited in the Escrow Account at closing for payment of the City's allocation of
financial responsibility for the completion and implementation of the RAP. Interest on
this amount will be distributed to the City on a monthly basis.
5 07- 726
Ll
11
Zone
All development at and use of the Property shall be subject to all City of Miami Charter
and Code provisions as well as zoning and land use regulations.
Litigation Precipitated Solely from Arena Development
The County shall assume fifty percent (50%) of the costs incurred associated with
defending the case of DECOMA MIAMI etc. et al. v. CITY OF MIAMI subsequent to
the Agreement Date. The City is responsible for any damages awarded.
"Off -Duty" Municipal Services
The County shall utilize City police and fire personnel in connection with all required
"off -duty" services provided to the Property.
Non Ad Valorem Assessments and Ad Valorem Taxes
The County will make future payments of all Non -Ad Valorem Assessments and Ad
Valorem taxes with regard to the County's use and development of the Property for non
exempt, non governmental purposes. If the County leases any portion of the Property for
non -governmental purposes, then the lease agreements shall require that the City of
Miami, as third party beneficiary of such interest in the Property, receive an annual
payment equal to the ad valorem taxes that would otherwise be due to the City.
Municipal Services
The City shall continue to provide and perform, at its sole cost and expense, all normal
municipal services within the Property and the Property shall continue to be within the
jurisdiction of the City.
Utilities Availability
The City shall obtain capacity letters confirming that there are water, electric, sewer and
gas capacity available at the Property.
6
9'7- 726
Restrictions on the Sale of Alcoholic Beverages
The City agrees to remove any restrictions on the sale or consumption of alcoholic
beverages on the Property within 30 days of the agreement date or the County may
terminate the agreement.
Tprminatinn
On or before the later of (a) April 29, 1998 or (b) 90 days following the closing, BPL
shall obtain a firm loan commitment to finance the construction of the project or the
County has the right to terminate the agreement.
Additional Agreements
The City Manager hereby requests the authority to execute all necessary documents to
consummate this transaction including, but not limited to, an amendment to the Tri-Party
Agreement dated July 19, 1988 between Metropolitan Dade County, the City of Miami
and Bayside Center Limited Partnership in a form acceptable to the City Attorney. This
amendment will provide for:
(a) a release of Bayside's leasehold interest in a portion of the Property being
conveyed to the County
(b) certain non-exclusive rights and easements for pedestrian access between the
Property and the Bayside Marketplace
(c) the funding and maintenance by Dade County and the Miami Heat of a
pedestrian bridge connecting the Bayside Marketplace to the Property.
7
• _ ... - 46
-"ITY OF MIAMI OFFICE OF THE CIT`�ERK
BID SECURITY LIST
nrr rmr, Ns.
BID NO.:
.SALE OF CITY PROPERTY 1155 N.W. llth Street
No :bid #
DATE BID(S) OPENED: September 8, 1997
TIME 2:00 p.m.
BIDDER
TOTAL BID
AMOUNT
BID BOND (ER)
CASHIER'S CHECK
FRAGA FAMILY,..,CORPO-RATION
$ 5,700,000.
Check # 108217
ST. JOHN COMMUNITY DEV.
6,000,000.
j,hiSkO60138111'
WINN DIXIE STORES,. INC.
5,710,000..
Check # 0817941
$ 15,000.00
received timely as of the above
date and f!Me,
X"
are hereby re ectcd as late."
/D l F
Person receiving bid(s)
PLANNING AND DEVELOPMENT
(City Department)
SIGNED:
eputy City Clerk
(3) envelopes on behalf of
on �Ie q �
(Date)
CASH ----
CHECKS
TOTAL
DATE Z2-7
CITY OF MIAMI
DEPARTMENT OF FINANCE
CASH RECEIPTS FORM
RECEIVED
DepartmenWivision
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DATE
PAY TO THE *#** CITY OF M I AM I �***�� �� � �� *�'�� *'$ $I S . 000. Can
ORDER OF
The purchase of an Indemnity Bond will be required before
any Cashier's Check of this bank will be replaced or
CORAL. CABLES BB refunded In the event it Is lost misplaced or stolen.
DC7L1-ARS-wAIVL? t CEhi-rS
OUR REP. #* F I R C�?�#*#*##*
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TO BE COMPLETED BY BROKER:
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The undersigned hereby acknowledges that he/she has been retained by W 17\7% �f'405' (Name of
Bidder) in connection with the proposed purchase of the property located at J'/ S "f?cL l� (the
"Property").
The undersigned .understands -that the Invitatioh •to' Bid issued April• 21,- 1997 for. the sale of the Property
provides for a Buyer's Premium in the amount of two percent (2%) of the Purchase Price.
The undersigned understands thatthe Buyer's Premium shall -be paid only to-a-dulyand-actively licensed- Broker- - ----
in the State of Florida. Only the Broker registered by the Bidder (Purchaser) with the City Clerk shall be
entitled to receive the Buyer's Premium. The Buyer's Premium will be due from and payable by the Bidder
(Purchaser) at Closing, only if a sale is consummated. Brokers may purchase properties for themselves but shall
not be entitled to receive the Buyers Premium. In such instances, the Buyer's Premium shall be due and
payable to the City.
The undersigned acknowledges' that he/she may not participate in the purchase as a principal of the Bidder
(Purchaser), or be an "affiliate" of the Bidder (Purchaser). The undersigned acknowledges that he/she is acting
solely as a Broker and not as a Bidder (Purchaser).
The undersigned hereby acknowledges that his/her representation of the prospective Bidder (Purchaser) in this
transaction in no way creates an agency relationship, or employment contract with the City of Miami; and
further, that in no event will the City be responsible for, or liable for the payment of any commission or
equivalent compensation to the Broker whether or not the sale is consummated.
The undersigned acknowledges that the representation of the Bidder (Purchaser) mall expire upon the
consummation of a sale pursuant to.the Invitation to Bid issued April 21, 1997, the i-ejection of all bids or the
cancellation of the Invitation to Bid by the City, whichever occurs earlier.
The undersigned understands that in order to qualify for receipt of the Buyer's Premium, this form
must be completed in its entirety and submitted to the Office of the City Clerk at 3500 Pan American
Drive, Miami, Florida, prior to the Bid Due Date. Incomplete fathts shall be canceled and
considered of no effect. Submission of this form is the ' pons' of the Broker and not the
prospective Bidder (Purchaser).
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Pera OF��p S 7 Q 1'Q P" N er Z 7.3 90 Z 0
Addmzs ,^4/ A[/t/J �L 0� . 3/ SG Tele Q f 0 0 y 91 L azNo.
City, State Zip License No.
STATE OYFLORIDA )
COUNTY OF SS
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The ore in Ms eat was acknowledged before me this t day of Le �e an0,eK- 1997 by
��m 0 name of person acknowledging), who is personally own to me or who has
p ee s (type of identification) as identification and who did (did not) take an
oat /
Sigssa of Notary Publi; '
// RO
Print NJ _dad' '' MY CpMMISSION # CC A 5A4
owember
FypigFLR22 W
Comm' fyd ` Bonded Thru Nmsry Public U rwr►ters
9.
SENT BY:COM PLAN REV/ASSET Nir-: 7-21-97 ;12:31FN
CITY O1IAMiy
1 / 1
TACK L. LUF'r
Oirorlor
1011-14-tij of 4RMUIT
Y • IeteU .ellt v
u n
July 21, 1997
IMPORTANT ADDENDUM
ADDENDUM NO.3 TO THE INVITATION TO RID FOR THE
SALE OF THE FOLLOWING PROPERTV:
1 ] 55 NW 11 STREET, MIAMI., FLORIDA
Ladies and Gentletnen:
EDWARD n4ARQLJC/
City Manager
I ( P
Please be advised that this is w addendum being; issued by the City of Miatni pertaining
to the Invitation to Bid for the above referenced City -owned property for sale.
BID DUF DATE EXTENSION:
The City of Miami has extended the Did Due Date to submit a
bid on the above -listed property. All bids must he delivered to
Walter Foeman, City Clerk, City Hall (First Floor Counter),
3500 Pan American Drive, Miami, Florida 33133 by.2:00 PM,
Monday, September 8, I997.
If you have any questions Lori :Billberry or Madeline Valdes at (305)416-1451.
DB/1'nv/At1&ndunt3
C(
0EPAkTMFNT t>f COMMUN11-Y PLANNING AND REVITAL11A1$ON/ArfetMama
�F +�•^•''•
444 S.W. 2nd Aw.nUH, 3rd floor/Minor;
TO
Walter J. Foeman
City Clerk
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
DATE :
SUBJECT :
April 24, 1997
Proposal Opening
FILE :
FROM REFERENCES:
Dena Bianchino, Assistant Director•-
Asset Management Division ENCLOSURES:
Department of Planning & Development
This memorandum serves to advise you that this office has scheduled the following
bid openings .for the sale of City property:
Bid Proiect Bid Due Date and Time
1155 NW 11 Street Monday, July 21, 1997 at 2:00 PM
(Municipal Justice Building)
650 Curtiss Parkway Monday, July 28, 1997 at 2:00 PM
(Miami Springs Golf Course)
If you have any questions, please call me at 416-1450.
cc: Judy Carter, Chief Procurement Officer t %0 _T1
a _-j
00
H.
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Dade County, Florida.
STATE OF FLORIDA
COUNTY OF DADE:
Before the undersigned authority personally appeared
Octelma V. Ferbeyre, who on oath says that she Is the
Supervisor, Legal Notices of the Miami Daily Business
Review f/k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami In Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF MIAMI
INVITATION TO BID FOR SALE
'OF PROPERTY
1155 NORTHWEST 11 STREET
inthe ........................ ?&XX.X.X...................................... Court,
was published in said newspaper in the Issues of
Apr 21, 1997
Affiant further says that the said Miami Daily Business
Review is a newspaper published at. Miami in said Dade
County, Florida, and that the said newspaper has heretofore
been continuously published in said Dade County, Florida,
each day (except Saturday, Sunday and Legal Holidays) and
has been entered as second class mall matterat the post
office in Miami In said Dade County, Florida, for a period of
one year next preceding the first publication of the attached
copy of advertisement; and afflant further says that she has
neither paid nor promised any pe or corporation
any diFCnF
ebate, comma o refund r the purpose
of secs advertiso publics on in the said
new
to and subscribed before me this
21pril ///�7 97
,..flay of..Z�5
.................... . l D. 19......
(SEAL)
�Y p OFFICIAL NOTARY SEAL
Octelma V. Ferb y@� ersonafkknoadli' 9iiT. LLERENA
% t} * COVINS70N NUMBER
�� . •a Q CC566004
p�F �Q MY COMMISSION EXPIRES
OF FAO JUNE 23.2000
t} Z'
-t D '0
' rn
CITY OF MIAIVII; FLC IDA,-
PUBLIC id07`IGS.
s w � :sj* � �4, 4 . � �,• a .�,,5
INVITATION TO �iD.
FOR : SALE; _OF PROPERTI( i
The CITY OF MIAMI (the.'City") is offenng'FOR SALE the following City owned property; r
PRIME REAL:ESTAT•E'RCIVIL ,CENTER AREA '
1155 NORTHIIVEST 11 $TREET;;MIAMI; FL r
This prime site situated along NW Street and NW 12 Avenue is on the southern periphery oft►ie
Civic Center area. The property contains aptiroi kr9— ely 6 568 acres of land and i lnnludes t1:06--0�ldinq,
situated thereon with ail adjusted building areaf 79 Q1;i s f as:per the: Public Records of Dade Couhtjt
Florida';The legal description of th9 property is on file. with;the- Departmen) oft�Ptanningand
Development 444. SW 2.Avenue 3rd Floor, Miami _Fionda 33130 The property is cur�entfy¢zongd'G
Restricted Commercial The department of Rlanning:and Development has imtialed,an a�p�I a.
the rezoning of this property to G-I Goverhment=lnstituGon It is anticipated that the City Cop?miss(orv�nnl
take'legislative action on.this rezoning requesf by June; 1997 `: ` i t 6!
r -
The minimum bid price "has been established at flye.millioriseven'hundredA ousand doilars4atld
00/100 ($5,700,000). No bid will be considered;beloW the -aforementioned bid price A'certihed checkQf
cashier's check payable to. the 'City of Miami' in'the amounUof fifteen thousand°dollars and 006100
($15,00o.00) must accompany each bid and will be returned if the ,bid is .4ot accepted within -'a
reasonable time..
GENERAL INFORMATION ��.
Bids. for the, above described property are hereby solicited- All bids shall be submitted in, accojdancg
with the invitation to Bid document which may be obtained, from 'the Department of "Planning and
Development,. Division of Asset Management 444 $W2nd Avenue Suite 325 Miami Fionda 3313fWAlf
interested parties are invited to inspect the,propert'y by appointment only For infomtattogpertaiing o.
the above described, property or to schedule an, appointment,. please contact Laura Bil{per -y or Den
Bianchino at (305)416-1.450.
The City will conduct a Bid Pre-Submi�slon Conference on Wednesday May 21� 199� all. 00 Alu
Cityof Miami, Riverside Center; 444 SW 2 Avenue; 1st Floor Cafeteria; Miami Florida{for.tte purggse of
providing an opportunity for, prospective bidcfem to. personally, raise questions ,or;issues to City' fajt
pertaining to the' lnvdation'to Bid. While .attendance at the Pre=Submission Conference ins hot}d c`o tdiftotT
for offering a bid, all prospective bidders are encouraged to attend`
Bid documents must be received. by the City Clerk,of the Cltyof Miami; City Hall, 3500 PanrArttencaYi
Drive, Dinner Key, Miami, Florida 33133, by.2:00.PM, Monday; July 21„1997 and;at that time and phC�
a..rJ
shall be publicly opened and .read..Late.:bidsand/or bidssubmitted to any other locafion will nof5tse
accepted.
The City of Miami reserves the right to accept any bid deemed to be in the best :interest of the City; to
waive any irregularities in_any bid, to cancel.all•invitationsto_bid before bid opening to,rejeict any o[,all
bids and/or to readvertise for bids.
4/21
- Edward Marquez
City Manager
97-S-042101 M
'M (ItAl ULI- I ML I ill I U LJ f 1 U : Ul JLJJI I I ti I it A M I
lvlaifirig Address: P.O. Box 33071,18, &Qaivi, t'!nidg, 1,313 3
A) UT W 1 191 pl.... 111. 1 M. I f 46 M8
Phone. (105) 4 16- 14 50
4 16--Y 15�1
130,40, U0.
tuL al
11 �fll J jfIrf-In TI I-l"'!
J U L - 1 8 - 3 -( - S'A T 1 4 : 4 4 -
:3- C, 5 4 16 2' 1 5 6 p . ci 1
BY t'r)t1 P( a\' °C1 �:;,(T' l'li�" fUl"M fITY OF,::J ANTI-
".
�u� rssF
l �.,✓� ii �^ Ohl R di r'�',�U � � ft ''�e'� 7l�(�ly� ��. �fi �' 1'��?� uA. �� S� i 1 Q{r � � J' {T'�YL"' "� i 5'3 ... �I 1�. 'e,,; �'.
, -1'
a t)
R07:- nnea,�.LUeTt ttio
.ca TlIv;t n 10r- PAW, CCc prr�V�(le io ' 13�,.��,r9 t3 _ r(,Rljurn
y
,.1: �. 1r. and C�ft?F'�.JewLeT0._
i ,rage enclosed. for your info-.ra3lsati(In at) adflt aidum to the Invi.tatiou tt; J•-3:i,d. p1 dk( a.ge for thj
,44. ci t �, r;it 7 of ii t.arrli propeztv- $( r~ff+rt at 141 MN 27 Averiuc, M arw, Mrrr a-, which
vv,t:3 p raVy, ttisly forwarded to you.
i3L"e;%"$cA.,y+? (;t�YY3j",ti!{1nl v I'a ore '�0v 41 cur RGI�E.rS l:if ��`an--,j w(; IZaVB
+Y ':iP&d fhe jl1't3:L,S 'ke7 ixiclude a le1.3 p"''s rf CXljutT3 cojii, 3.?T; Cry °iv s?l e? �iti.T �18;� p%:f�:
RuyeT,s Prc=mitim -gall be its addi01n to the, purchasa-, i•rice aud. shall be paid by trae
'rbis wil) be pi33,4j at; daring t>y th (r1scr t0 the broker represera;,j,_tK
1ti thezvafiit the vt:'chsa �F r do<-�:j not u,.il.ize tie ;st�raicas of a bi~t>:ker, the
�•i• �� nt th, .�� tnr.h(,d, U�nc! cEdl 9T e at (3�35`416-14-51 it vot-T �'!Rve wiry (-)U0.6t7f,01Fr.
DEPARTMt,NT OF (OMMUNI I Y PLANNING AND REVITA1,17-AT1ON/Asset Management Divisipn
444 S,W- 2nd AvPn1,E�., 3rd Floor/Miami, Florida 331341(.30.5) 416-14504ax: (305) 416�2156
Mailing Address: P.O. BOX 33070a/Miami, Florida 33233-070tt
=2/8
_FIIL-1- --3 7 SHT 1 4 ' 4 3 C1 51 4 1 G. 22 15 6 F. Gi',
M TCN PI AN RFV, ASSF-I %1 18 ,)7 , 9 =4 1 PV CI,I-Y o AM I
th�-i,t the following arob ar add-Moros W, th--
P&G-kvge w-hivil inc-lude the f*110WIng particulars";
k.) hwito!�*n w ARNI modificati-io-nS
W.I� Exhoi4-A- ---adadAgrownent fw- Purchase and Sale
Y
R� New Fanrn FICqU14'remeMs
1) 0 04yw's Pireinium W kto siuibl.-tdetod wAllh -SKIel
2) Broker ROSIStratIon Form
ADDENDUM TO S.-E,(!'I.J0NY[ OFINVITATION TO 911)
INSTFILICTIONSTO 13TV)DERS
ou —q! to. qrik�--p -,;-�Pt 3 % -1 of the
-IR
,I—i1remium shall. be retained by the
mr.o.visious Fj,7t forth-bDici—in. _ff-k!qj�rp K is I'et,1110G t-hy tlgy
R.in-thape j! e -B Pnj, .rerniushall be
r:'L -
1"%.0kers g!"
but shad -nol, be, entitled to
Lly .LLS- 1-)(')) instanges, 'he -Buy -ILP-qu-I q.21 jig 11
r.;Ai6 to the
'in or' r r. -oLI-L
Brol%gr to
Brolker
Icti-yely Umlind ir, thc 03tatV- of afi b-p gisLer vvith- Chi- Cit Ag rc y
-xk 4w
t h L
tit jiging, f1m _Lorpi. Ygig At go al-GlIt
p n 13rok aQY.il'. All ii iers ,gthe servke nfa irp
"To 13t- Conjplvtd-�d, by
-njOtl, the pection
-ji0a
--form ax 1-d_jje bxijit it to the -Qitv_ of Mi;,mi,
_ivo, Afifuxa,
ri-n 7,YA!Lg� it
LV w,, D--a-t—ct- 'TtAID101' on j3! 11)-mi pi to Ali
!A—Ilt- e-11-teA JB-iUns !X,.Iy t-►.! Ulle Broker. On
V- be I'steel on tL
ClIa _,�L)- y flo Rr Re,� -1 _forra 9 nd c�pjL
IA rd, t c, r P4.41 -�2U.
M (nL- -Tnwr�� 11 A C-Am, vV dxv
- n - -Ib-g�l
J -d ILf,
_t�nj: -to-U tLepqu )nLy to the f-vrst,D e r
-Pr _ igm -.L _ __A_L_ -p�j�
th Bidder p4sor) ith, i� C�jtyA,'Ierk. Plt-iqr mg�e that Ridiler-s QL
are, not required. to ce,,,qj.p., tp- Broker
WemiLi awVt3r 6gu*arL onclorbinwi chall Ito --4.dd@f.i Wnt-dw 5milfnr flgllrp-� mfrivpn
V,,..rjL A.&U l e, ial0aii. AnMvirilu! iop-v000nt nwit',xi and imriba. 'a rrvatori5fl
J 11 L - 18 -'3 7 _;AT 14 : 48 30-54162156 p . C1 71
('QNj PI A:.\' REV�A--�SFI W107- 18 -07 2, 40FM C ITY Oh AM 4/ 8
AIDDENDUNI TO ENIJIBIT "T" OFIN:��I f ATION TOBIDENTITLE11)
NP F 0 R PU I t C, J i A—S -NTD SALE
--"-L
At Closing, the fblloAing Aeuis shall be borne, ad-jim4ed, prorafkd or
B..) closing Coi.,tq,
k A.,
Yrnr� tie
h ix n add ion Ip the FLttpb v Price,
qrt-e n ftt
2,
JUL-1,-,37 SAT 14 : 42. 3 0 r5 4 1 E.2156 P . 04
PI AN RFV.`ASSFT M(1'67- 1n 07 , 2:44PM CITY 0 'AM I -
LIRROMI—I Ullyi
I- 'D '0
Of -Tice of the (1ity clerk
ry°iC', �'f Minn:d. City Ra 11
3500 Pat'i ikln+ ricall Olivr
Ml,�anji, Florida 33'183
�-ktfetztioa. f)epf;rtnientof.Vlajatti-.nga..nttDevelopt.neat
Makiagecacnt Division
MOO AIM g97
fAllb.missiorls, 4pr di31I-ivared to another locution, vv-di Iot JL
_11'ardby—ackrtowledge ifLiel.sIie i.e _the grwces"-t
to th!" Pu -am
Pm a '13-ilyer's movjnt eqUll a tllr�;e - ix Y, sg
price. J% 't pqi(fi djr.lj_p�qy i-cle
Bid jl---,j� ,2��,4Lo __z
lialder
The-
9 brO1501' ih,9jL.W,_Up_p fitlf�Ij t
4? 4.�,949Q
).Aidder.s liticial's.
Ta' urkri-, "k p
.f. _n' owd �Lh,��, spr i�, 6m
p vice�3 of
r a _-a C!jA in. 'lln as-;416
Q
v
Psi"j VC, _.Bu _s!
0.
01f;'It it. -po W14dit5L.L
CITI
14-MY �J'
lie'the _.Bk�
or, r r—i - , _*eY"j'p tne cin" of
M! i
3
JUL-18`2F SAT 14 , 5 Cj 30541E.22156 p . OS
PI N. R NIC" 7-1Fi-97 2',46PM CI TY OF AM i 6!
tc) t h e. Iq
Vf* Wh �o ys-�Tti�.iv �I,erj the P- ,,rs Pron, eqLion with 6, 1 arcb�
"ITri
Biade)-'s toitials.
Pronerty.
- —.- aid( er's tnitials.
Print Name of Prtvnpdrvivc bMVE
AITE 0`61" FLORIDA
hf fureguing ir,,sLLU.rl.lent wa.s uchnowledged before ine PhIs L' dia v of
1991 by jaine of person.
vho t pf.-,rsocudlyknovs,a w nie, or,,ArLo prodoced
{'Ildl iv-J)
4
i 11 L -1 Z" T S, AT 14 . 5 2 5 4 1 r 2 15 p . 06
Pi "N' "�FVI-kqWT N! 7-1,8-9,7 2:47PNI
CITY V Ati1 I
:# 7'
BR0KKRAgtj�ATj0N -F'OR-m
t B)�dders uh I— he S (-�, firril"?1. fn!frf inn"IT'lol, t..' 6�J--
IASb 'Ivin ro me droher so retaiiwd. 7'he, Drw?�,r
W8f"e-C11, Bid ler (R
-ed
-chawr) inust !*rnj-)We the sea?'Oij 671title'd '1' -�omplel b,; - P�r ro� ' a -to'
d compl" -, fo*-?! i"o lite 4.%f-y of O✓ffu!c r,,' the Ctty Clerk, 3500 Pu;-i. Aytten,,,.'vz Dr-6,e, Afivm,
Flor; +i, u, h -;ch bm-11"-- - -,n m ust o(,r �r -pri'Dr ta, Uue..&d Due Date -
Ricl*r% ?'-r;t , , 'euires oir a 3rolmr arp not mquired if,', vubmit this
'-�J7&FF 03' PROPERW:
-1" o BY 1- OSPECTIVE 2-IDDE , p, --
UPS her, ackewwtedge that I k c: is lie �has ref.iii-ned. the semeb-i of;n" xldf'. ;I gued a
__(Print Nawt of Dkoke;) with. respect W his/her i,arerf in
upy, the Property nifereoiced above.
;sgneJ ackli'm ledige's ghat hialher representation by the reggiAe,.red Broker shall expire upon -,.Ik,
--tiou of sa1F pursua:it M the TmAatiun w Bid issued March. 81, 1997, the Tejf�Ction of 011 bids or
rnr 4ation of the Jnvitatioa WBIJ. by the City, whichever ocmn,-s earlier-
llxint Name of Prt)ej;wlivq ffid itr
pax No
I'A"I OF FLORIDA
-WIT OF
'Che iwsu�wmwat kel- 1Jr.-KU0W1eG.g�'J- WOV'e M(- tfjli� -,— d1aY Of
(name 4 person acknowledging), who it; I!'.'C;wn W seta-.
/tyP,- Of i.denfification) as tAkr - -Ac,Ai(ir,, arld '&--h(, :i1d (did
4jr
3 cj --1 4 1 E. '12 15 p.07
-j U L 37 14,• 577
M JAI PI AN RFV/ASSFT W 7-18-97 9:49PM CATY OL- -IAMI- 8/ 8
Co- 1-hot heiri be has be. a I ma"ed
mmm'CtIon Wh the proposed pumhme of To property weated ai,
llw w sk joqed uadamdds that the 1Tjvjta'UCJ) b!) Bid Ifarch 31, j".')147 for the ;jn�'-� cif rbe Orupij-ty
Pt"Adeb for 11 Wye& Pro..�-O-mqu in- the aplanut of Unee
4md,-,v-,UAn& Ow the Eu)mwa MODIUm shah be ggid gijp. f;? � (11dy .4',! aotwol'
L. 0, toot mr Forl'i'l. QIIjY tile i-Iroki?r 1-a)' the Mdex Turchopeq, with the r ity Olz4-'t' a461'1 1"0
me P"Pro Premiam Tho Bmyerm I:'rEo:-;itow will be du,.4 I�vvri jrc4 payalp
lit CIosIng• agjy if a SaIv k 11rokersmay pm-mhaje n rope),iiv.s rtiy t1cr, m S but Alla
yryd. Set- vitt"itif'(1 W i'ef'6VO HIE BUYt-rb Premium lu such instance, UP EBmY(g'2 Pr"?-Willlyl O)k]L' hl-E d1le S-flr:i
to the (lity
SO acknovrle-dgfF,a thaf hell faRy MA padk=e M tf)f. P-41701,PJ fl." 4 P-fi-V;JPR� dthe qlqd,r
tv"11 al"611 or be an! "WHate" of the BMW %schasery I% apdarsiipnod.
n-W(v a - - Wker and act as a 11dilor (Ptzohas.pr).
lu-veby sic tuv-, w, ltL4axmj cliot hi8diel- of QN.- Pro"')TLctivv 'Sjd(I-'- u.k 'bi�'
Mk �'W way creates 01, agency tio rulal.tshij.-), or On.1.1,4oYmeot volltrmn WiLI-I Lhe (',my r." IvYwrw ,md
Wat lit 1%0 evem will 0-te be fb-'.. 4n: vab'w for PeY01air it of '?YIY
�--! t,) th4B;,OkvwbxIt-her us- mt the iph, is con;wwwat�-d
ack'nowledgei; that the rep rase ntq tion 0.10 tIjiL, B'Idder (Puxcha"�Alr) shall expxc- upc�fi 01"
-Swumumbon Ui a sop P-Cw6uant to the IIIvit'qtiori to Bid i.-,sued Nfieo.b 31., l)fr. the or tA.' t:je
W Anvau to Fud by "'he C'jty, ivhiciiever ix.vLai; r..arlier
TU that jr, wAaw UY quaRiv Cut: rooeipt. 0", C-he. D1.1yeV1,1
ca"O b? - wupwind in its enUmty W WnWed to the Mee afthe (Ity Clerk- sAi. 81,Wi) 'CA AaU'� �-^IvWt
-Is shall bo� 4,, '0�%k nu-14
-"vEivej4i. F.ksrj�&�i' prior w the 'Rid Due- Dete [ocompleW ftir" 0 �EA.'
af Uo aft'Aet. SvlballsEion of Lt. S Am n is the reyouability of the Bmker TL.ud nat
Cho W-Pamg in0rumerii wvs arlir'llow!r-Oppd Me flaiv &-i", -.F !'9' "Y
awmis -v;OQWkodgOI
io-rfa 'tvj.' 9, -
(type f)f Ldontln,A( '.n) ar i
up� t
2
U L 18- - 3 7 ':-'- A - F 14 : 5 5 30541.62156 P . CI 8