HomeMy WebLinkAboutR-95-0646J-95-803
9/ 5/ 95
RESOLUTION NO 9 R 4 5
A RESOLUTION, WITH ATTACHMENT(S), APPROVING A
MODIFICATION, IN SUBSTANTIALLY THE ATTACHED
FORM, TO THE PURCHASE AND SALE AGREEMENT,
ENTERED INTO WITH FLORIDA POWER AND LIGHT
COMPANY AND ALANDCO, INC., DATED JULY 13,
1995, FOR THE PURCHASE OF REAL PROPERTY
COMMONLY KNOWN AS THE MIAMI RIVERSIDE CENTER;
SAID MODIFICATION PROVIDING FOR A TESTING
PROTOCOL PERTAINING TO ENVIRONMENTAL MATTERS
AND FOR REIMBURSEMENT OF SELLER'S
ENVIRONMENTAL TESTING COSTS UP TO A MAXIMUM
OF FIFTY THOUSAND ($50,000) DOLLARS;
PROVIDING FOR CERTAIN REMEDIES IN THE EVENT
THAT THE PROPERTY OR ANY PORTION THEREOF IS
NOT IN COMPLIANCE WITH APPLICABLE
ENVIRONMENTAL STANDARDS; PROVIDING FOR A
RIGHT OF FIRST OPPORTUNITY UNDER CERTAIN
CONDITIONS.
WHEREAS, On July 13, 1995, the City Commission adopted
Resolution No. 95-527 thereby authorizing the City Manager to
enter into an agreement with Florida Power & Light Company (FPL)
for the purchase of certain real property on the Miami River,
located at 400 Southwest 2nd Avenue, Miami, Florida, consisting
of approximately 2.09 acres which have been improved by the
construction of a ten story office building and a seven level
parking garage containing':500 spaces, commonly known as the Miami
Riverside Center, legally described as' Tract 2 of the "Riverside
Plaza", according to the Plat thereof, recorded in Plat Book 139,
at page 43 of the Public Records of Dade County, Florida, and
with Alandco, Inc. (ALANDCO) for the purchase of adjacent real
ATTACHMENT (S)
- CONTAINED
CITY COMMISSION
MEETING OF
SEP 1 4 1995
Resolution No.
95- 645
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property consisting of two tracts of approximately 1.4027 acres
and 1.613.7 acres, respectively, which are vacant except for
landscaping and two boat docking areas, legally described as
Tracts 1 and 3 of "Riverside Plaza", according to the Plat
thereof, recorded in Plat Book 139, at page 43 of the Public
Records of Dade County, Florida, all three tracts hereinafter
referred to collectively as the "Property"; and
WHEREAS, pursuant to the aforementioned authorization the
parties have entered intoa Purchase and Sale Agreement dated
"Agreement")
` July 13, 1995, (the Agreement ) which includes certain
provisions pertaining to buyer's environmental audit rights; and
WHEREAS, the parties have now agreed to modify those
provisions to provide for a test protocol which has been prepared
by the city's environmental consultant and the allocation of
responsibilities and liabilities for cleanup if contamination is
found;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City Manager is hereby authorized to
execute a modification, in substantially the attached form, to
the Purchase and Sale Agreement dated July 13, 1995, specifying a
test protocol for the investiqation and assessment of the
environmental condition of the Property and agreeing to reimburse
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the seller for thu costs of such testing (up Lo a maximum amount
of $50,000) and providing for certain remedies in the event the
Property is not in compliance with applicable environmental
regulations, including allocation of cleanup responsibilities to
the seller or the removal of the affected tract from the
transaction as well as providing for a right of first opportunity
with respect to a future conveyance of any such affected tract
which may be removed from the transaction.
Section 3. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 14th
September , 1995
ATTES
WALTER JFAtMAN
CITY CLE
PREPARED,, SY
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
A./ QU/f S, III
CITY ATTOMY
W3 0 7 : JOB'S
-3-
day of
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STEP EN P. CLA , MAYOR
05- 645
MODIFICATION TO PURCHASE AGREEMENT
THIS MODIFICATION TO PURCHASE AGREEMENT (hereinafter the
"Modification") is made and entered into as of this day of August, 1995 by and
between FLORIDA POWER AND LIGHT COMPANY, a Florida corporation ("FPL"),
ALANDCO, INC., a Florida corporation ("Alandco"), Alandco is hereinafter referred to
as ("Seller"), and the CITY OF MIAMI ("Buyer").
A. Seller and Buyer entered into an agreement (the "Agreement") styled
"Purchase and Sale Agreement" with an Effective Date of July 13, 1995 with respect
to the sale and purchase of the real property described therein.
B. Buyer and Seller desire to amend certain provisions of the Agreement as
more fully set forth herein.
NOW THEREFORE, for and in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, each intending to be legally bound do hereby
represent, warrant, covenant and agree, as follows:
The parties hereby agree that the Agreement is and shall be amended as follows
(unless otherwise set forth all capitalized terms shall have the meaning assigned in the
Agreement):
1. Paragraph 4.C.1, 2, 3 and 4 of the Agreement are deleted and the
following is substituted in its place and stead:
C. Environmental Matters:
1. Testing:
(a) Field Work: Seller shall cause the environmental
testing and investigation described by the protocol attached hereto as Exhibit "A" (the
"Test Protocol") to be performed in and upon the Alandco Property (collectively, the
"Test Property"), but specifically excluding the FP&L Property. Seller shall conduct
all field work of the environmental testing set forth in the Test Protocol, including the
collection of soil samples, installation of wells and collection of groundwater samples,
in the presence of Buyer's environmental field representative (the "Buyer's Field
Representative"). Seller shall give the Buyer not less than three (3) days prior written
notice specifying the date and time of any field activities, including testing scheduled
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by the Seller so that the Buyer's Field Representative can be present at the scheduled
time. If, during the performance of such field activities, the Buyer's Field
Representative reasonably believes that the collection, installation, sampling or any
other field activity is not being conducted in compliance with the Test Protocol, then
the Buyer's Field Representative shall be obligated to immediately notify the Seller's
on -site environmental representative (the "Seller's Field Representative") of any
claimed non-compliance (a "Field Claim") for the purposes of affording the Seller the
opportunity to promptly resolve the Field Claim, as such field activity is ongoing. In
the event the Field Representatives are unable to resolve the Field Claim, then the
unresolved Field Claim shall be promptly presented by Seller to either 0) an
independent environmental consultant mutually acceptable to both parties, or (ii) the
Dade County Department of Environmental Resource Management (the "Department")
or in the event the Department is discontinued or replaced, then to the successor
governmental agency to the Department (the Department or the successor
governmental agency thereto is herein referred to as "DERM") for a final and binding
resolution of the Field Claim. In the event the arbiter of the Field Claim finds in favor
of the Buyer, then the Seller shall promptly cause the appropriate field work to be
performed in accordance with such finding, and the Closing Date shall be extended
to a date which is twenty (20) days following the date the Test Reports respecting
such field work are completed and made available for Buyer's review, inspection and
examination.
(b) Test Reports: As they become available, all written
reports, field and laboratory notes and documents, of the results of such
environmental testing and investigation, including any remediation protocols
(hereinafter, the "Test Reports") shall be made available for review, inspection and
examination by Buyer, but shall remain in the possession of Seller and shall not be
reproduced, except as set forth below. Subject to the requirements and conditions
set forth in Paragraph 4.C.1(a) above, Buyer's environmental representative shall have
a period of five (5) days from its review and examination of such reports, including
laboratory results, to determine whether Seller has performed such testing in strict
compliance with the Test Protocol. In the event Seller does not promptly make all
Test Reports available for Buyer's review, inspection and examination, as aforesaid,
then Buyer, at its election, shall be permitted to extend the Closing Date to a date
which is twenty (20) days following the date such Test Reports are made so available
to Buyer.
In the event that in the sole discretion of Buyer's Field
Representative, the test results indicate that additional testing is warranted, Seller
shall then install one and only one additional monitoring well at the location selected
on either Tract 1 or Tract 3 by Buyer's Field Representative and collect and analyze
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the ground water samples therefrom in accordance with the parameters required under
the applicable terms of the Test Protocol.
2. Remedies:
(a) Compliance: In the event that, as a result of such
investigation and testing, it is found that the Test Property complies with "DERM
Standards" (as that term is hereinafter defined), then the Property shall be conveyed
to Buyer in "AS IS" and "WHERE IS" condition, upon the remaining terms and
conditions of this Agreement, Buyer shall be furnished with a copy of the Test
Reports, and the expenses of such investigation and testing shall be paid by Buyer (or
reimbursed by Buyer to Seller, as the case may be), up to a maximum of Fifty
Thousand Dollars ($50,000.00) (the "Maximum Reimbursement"). The term "DERM
Standards" shall mean the standards established by regulations promulgated by (i)
DERM, or (ii) any other environmental governmental body (other than Buyer) having
jurisdiction over the Property (including those set forth in Section 3 of the Test
Protocol) pertaining to the types and amounts of any hazardous or toxic waste,
substances or materials permitted to exist and remain in or upon real property and for
which no remediation or removal is required.
(b) Non -Compliance: In the event that, as a result of
such investigation and testing, it is found that the Test Property or any portion thereof
does not comply with DERM Standards, then Seller may attempt to obtain a letter
from DERM indicating that the test results set forth in the Test Reports as to the non-
complying portion of the Test Property do not result in required remediation (the "No
Further Action Letter"). In connection with Seller's attempt to obtain a No Further
Action Letter, the Buyer shall be permitted to attend and participate in Seller's
meetings with DERM.
(i) If Seller obtains a No Further Action Letter with
respect to the Test Reports at any time prior to Closing as to all of the non-
complying Test Property, then all of the Property shall be conveyed to Buyer in
"AS IS" and "WHERE IS" condition, upon the remaining terms and conditions
of this Agreement, and the expenses of such investigation and testing shall be
paid by Buyer (or reimbursed by Buyer to Seller, as the case may be) at Closing,
up to the Maximum Reimbursement.
(ii) If (x) Seller has not received a written reply to
its request for a No Further Action Letter as of Closing as to all or any portion
of the non -complying Test Property, or (y) DERM has declined in writing to
issue a No Further Action Letter prior to Closing, then Seller may elect one of
the following:
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A. To perform, to the written satisfaction
of DERM, the remediation prescribed by the plan for remediation
contained in the Test Reports (the "Remediation Protocol") as approved
by DERM as to the portion of the non -complying Test Property not
covered by a No Further Action Letter (the "Affected Tract") and agree
to establish at Closing an escrow fund for the anticipated cost of
remediation thereof based upon the Remediation Protocol, in which case
the parties shall proceed to closing on all of the Property (with all
Property other than the Affected Tract being conveyed to Buyer in "AS
IS" and "WHERE IS" condition, upon the remaining terms and conditions
of this Agreement) and the expenses of such investigation and testing
allocable to the Affected Tract so conveyed will be paid by Seller at
Closing; or
B. To withdraw the Affected Tract from
this Agreement, in which event (x) the Purchase Price shall be decreased
by an amount equal to the portion of the Purchase Price allocated to the
withdrawn portion (the "Allocation Amount"), as set forth in Exhibit "B"
attached hereto and incorporated herein by this reference; and (y) all of
the remaining Property shall be conveyed to Buyer in "AS IS" and
"WHERE IS" condition, upon the remaining terms and conditions of this
Agreement, and the expenses of such investigation and testing allocable
to the portion of the Property so conveyed shall be paid by Buyer (or
reimbursed by Buyer to Seller, as the case may be) at Closing, up to a
sum determined by a proportionate allocation of the Maximum
Reimbursement to the testing and inspection work by Seller for the
Property conveyed.
In the event that the Seiler elects 4C.2.(b)(ii)A., Seller
shall remain liable for performance of the Remediation Protocol all in accordance
with the time frames established by DERM for the performance and the
completion thereof. The liability of the Seller shall be limited to the
performance of the Remediation Protocol all in accordance with the time frames
established by DERM for the performance and the completion thereof. FPL
shall have no liability with respect thereto. Buyer shall have full access to all
records of Sellers concerning any Environmental Matter pertaining to an
Affected Tract (including, but not limited to, the Test Reports), Remediation
Protocol or MOP as hereinafter defined. Sellers will provide copies of all notices
received from any governmental authority re any such Environmental Matter
pertaining to an Affected Tract (including, but not limited to, the Test Reports),
Remediation Protocol or MOP. In the event the Seller then fails to complete the
performance of the Remediation Protocol within the time frames established by
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DERM, the Seller shall then be deemed to be in default of its obligation
hereunder to perform the Remediation Protocol. In the event of such a default,
the Seiler shall have a period of sixty (60) days from the date of the receipt of
written notice thereof from the Buyer, within which to complete the
performance of the Remediation Protocol. if the Seller does not then complete
the performance of the Remediation Protocol within such 60-day period, then
the Buyer may then require the Seller turn over all control, supervision and
management over the performance of the Remediation Protocol to the Buyer,
whereupon (1) the Buyer shall then be entitled to control, supervise and
manage the completion of the performance of the Remediation Protocol; (2) the
escrow fund established at Closing for the anticipated cost of the remediation
respecting this Affected Tract shall be immediately disbursed to the Buyer and
utilized by the Buyer towards the cost of completing such remediation; (3)
Seller shall be deemed to have released and forfeited any and all rights in and
to such escrow fund; and (4) to the extent that the escrow funds are
insufficient to then complete such remediation, Seller shall continue to remain
liable for the costs of completing such remediation of the Affected Tract.
Notwithstanding anything contained herein to the contrary, the Seller shall be
excused for any period of delay in the performance of the Remediation Protocol
when delayed, hindered or prevented from doing so by reasons of any cause
beyond Seller's control.
(iii) If Seller withdraws an Affected Tract pursuant to
4C.2.(b)(ii)(B), then
(1) Paragraph 9 of the Contract shall
be deemed amended to further require that at and upon the
Clocdng of the FPI. Property, the parties shall also execute
and deliver the following documents:
(x) Amendment to that certain
Development, Reciprocal Easement and
Operating Agreement by and between
Alandco, Inc. and Miami Real Estate Ventures,
Inc. IV dated December 11, 1990 and
recorded in Official Records Book 14826 at
Page 1204, as amended by First Amendment
dated August 26, 1991, recorded in Official
Records Book 15343 at Page 3014
(collectively the "Declaration"), which
Amendment shall serve to amend and modify
the Declaration in the manner provided in
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Exhibit "C" attached hereto and made a part
hereof ("Amendment to Declaration"); and
(y) Memorandum of the Amendment
to Declaration, in recordable form, for
recordation among the Public Records of Dade
County, Florida; and
(2) The Buyer shall at that time
establish a satisfactory escrow with Seller and Buyer's
special counsel Kirkpatrick & Lockhart into which the Buyer
shall deposit a sum equal to the Allocation Amount (the
"Escrow Deposit"). The Escrow Deposit shall endure for a
period ending on October 17, 1997, at which time same
shall be disbursed to Buyer together with all interest earned
thereon unless Seller has earlier served written notice
("Seller's Notice") of the exercise of its right to require the
Buyer to purchase said tract pursuant to the provisions
hereof, in which case the Escrow Deposit shall be disbursed
to the Seller at the closing of such withdrawn Affected
Tract, provided that such closing must occur no later than
October 16, 1997. In the event that Seller elects
4C.2.(b)(ii)B., Buyer shall be obligated to close the
purchase and sale of the Affected Tract for the Allocation
Amount allocable thereto, subject to the remaining terms
and conditions of this Agreement if, within two (2) years
from and after Closing, Seller shall have either:
(x) performed the Remediation Protocol to the written
satisfaction of DERM; or
(y) commenced performance of the Remediation
Protocol as approved by DERM as to the Affected Tract and
agreed to establish at closing of the Affected Tract an
escrow fund for the anticipated cost of remediation thereof
based upon the Remediation Protocol; however, as
aforesaid, Seller shall be liable to fully perform the
Remediation Protocol.
In the event that Seller has failed to serve the Seller's
Notice and neither (x) nor (y) above have occurred within
the time allowed therefor, then Seller shall reimburse Buyer
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for its actual third party costs incurred in conducting
environmental testing, investigation and consultation not to
exceed Twenty -Five Thousand Dollars ($25,000.00) with
respect to the Affected Tract.
(iv) If Seller withdraws an Affected Tract pursuant
to Paragraph 4C.2.(b)(ii)(B) and the Affected Tract is not then transferred to the Buyer
pursuant to Paragraph 4C.2.b(iii), then if at any time prior to the date which is five (5)
years following the Closing on the FP&L Property, Seller desires to sell or otherwise
transfer all or any portion of such Affected Tract, then Seller must first give notice
thereof to Buyer (the "Sale Notice"). The Sale Notice shall offer the Affected Tract
for purchase by Buyer, at a purchase price equal to the lesser of the Allocation
Amount or the amount that Seller would be prepared to sell or otherwise transfer the
Affected Tract to a bona fide third party. Within thirty (30) days after Buyer's receipt
of the Sale Notice, Buyer shall deliver to Seller a notice of its intent to purchase the
Affected Tract at the purchase price specified in the Sale Notice. Buyer's intent to
purchase the Affected Tract shall be subject to (x) compliance with all applicable
procedural requirements imposed upon the City of Miami, as a buyer, and (y) the
approval of the City Commission. Buyer shall deliver to Seller, simultaneously with
its notice of intent to purchase, a check, in an amount equal to ten (10%) percent of
the purchase price ("Deposit"), to be held in escrow as the deposit for such purchase.
The date of purchase of the Affected Tract by the Buyer shall be a date not less than
ninety (90) days after the notice of intent to purchase. If Buyer fails to issue its intent
to purchase the Affected Tract within said 30-day period, or if, after having so issued
its notice of intent to purchase, Buyer shall fail to consummate said purchase by the
date which is ninety (90) days after Buyer's notice of intent to purchase ("Option
Expiration Date"), then at any time during the twelve (12) month period commencing
on the expiration date of the aforesaid 30-day period or on the Option Expiration Date,
whichever is applicable, Seller may consummate the sale or other transfer of the
{ Affected Tract to a third party for a purchase price which is equal to or greater than
ninety (90%) percent of the purchase price set forth in the Sale Notice. In the event
that Buyer, after having issued its intent to purchase pursuant to this Paragraph, shall
fail to consummate said purchase within the 90-day period set forth in this Paragraph,
Seller's sole remedy shall be to retain the Deposit as liquidated damages and
thereupon, all rights granted under this Paragraph in favor of the Buyer shall
automatically lapse and be deemed to be of no further force or effect. If Seller shall
not so consummate a sale, or other transfer of the Affected Tract described in the
Sale Notice for a purchase price which is equal to or greater than ninety (90%)
1 percent of the purchase price set forth in the Sale Notice within such 12-month
period, Seller shall be required to comply with the provisions of this Paragraph prior
to any sale or other transfer by Seller of the Affected Tract desired to be made by
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Seller prior to the date which is five (5) years following the Closing on the FP&L
Property.
In the event that as a result of the cut into the Property for a boat
slip(s), the legal description of the Property includes any lands beneath the Miami
River, neither Alandco nor FPL shall under any circumstances bear any liability for
cleanup of such lands and the Test Protocol shall exclude such lands.
3. Designation of Representatives: Buyer and Seller
acknowledge that proper communication between Buyer and Seller, and between
Buyer and any governmental authorities having jurisdiction over environmental
matters, is to be an important component of the Buyer's Environmental Inspection
Period. Accordingly, to facilitate such communication, the Buyer and Seller have
appointed the following persons on their respective behalves to be their environmental
representatives, to -wit:
On behalf of the Buyer:
Julie 0. Bru, Esquire
Assistant City Attorney
City of Miami
DuPont Plaza Center, Suite 300
300 Biscayne Boulevard Way
Miami, Florida 33131
Telephone (305) 579-6700
Fax (305) 579-3399
On behalf of the Seller:
Dennis Stotts, Esq. (or his designee)
Earl Blank Kavanaugh & Stotts
3636 One Biscayne Tower
Miami, Florida 33133
Telephone (305) 358-3000
Fax (305) 358-5079
Buyer agrees that except for the environmental representative
named on its behalf above, no other agent, officer, employee or the like shall have
direct contact with any governmental authorities. Buyer agrees (i) to copy Seller's
environmental representative with all correspondence to and from governmental
authorities; and (ii) to inform Seller and Seller's environmental representative in
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advance of the time, place and date of any communications so that Seller's
environmental representative may participate.
4. Additional Matters: Buyer acknowledges that Seller has
caused ground water and soil testing to be done to the Property and the results
thereof have been set forth in reports prepared by Missimer International dated April
13, 1995 (the "Report"). Based thereon the Report indicates the presence of certain
hydrocarbons in the ground water under Tract 3 (the "Hydrocarbons") in
concentrations exceeding the DERM standards. Alandco has addressed the issue of
the Hydrocarbons with DERM and in response thereto, DERM has recommended a
"monitoring only" order (a "MOP"). Notwithstanding anything contained in this
Paragraph 4(C) to the contrary, Alandco shall be responsible for such monitoring as
well as any remediation that DERM may require as a result thereof. Alandco's
obligation to fulfill DERM's requirements with respect to the Hydrocarbons shall
survive the closing contemplated by this Agreement. In no event shall the
Remediation Protocol require that Alandco take any action with respect to the
Hydrocarbons other than the action, if any, required by DERM. In the event that the
Property is eligible for any local, state or federal program (such as the Abandoned
Tank Remedial Program) which will either pay the cost of such remediation or
undertake the remediation directly, then Buyer shall cooperate with Seller in having
the Property admitted to such program.
5. In any event, Seller shall furnish Buyer copies of all Test
Reports as to any and all Property conveyed to Buyer.
2. Section C of Paragraph 15 is deleted and replaced with the following:
C. Notwithstanding the foregoing, in the event that the parties
proceed to closing pursuant to Paragraphs 4.C.2.(b)(ii)(A) or 4.C.2.(b)(iii), the
Seller shall remain liable for the completion of the work set forth in the
Remediation Protocol.
3. The Closing Date set forth in Paragraph 7.6 is hereby changed from
October 2, 1995 to October 16, 1995.
4. This Modification shall be subject to ratification by the City Commission
on September 14, 1995. Notwithstanding anything herein to the contrary, the parties
hereby confirm that all of the due diligence •dates under this Agreement have been
extended until and through 5 p.m. EST on September 15, 1995.
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i 5. For purposes of this Agreement, any date falling on a Saturday, Sunday
of legal holiday shall be deemed to refer to the next day which is not a Saturday,
Sunday or legal holiday.
IN WITNESS WHEREOF, the parties hereto have duly executed this Modification
to Purchase Agreement, as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
Print:
Print:
Print:
Print:
Print:
Print:
FLORIDA POWER AND LIGHT,
a Florida corporation
By:
Its:
ALANDCO, INC.,
a Florida corporation
By:
Its:
"BUYER"
CITY OF MIAMI
By: _
Name:
Title:
APPROVED AS TO FORM AND CORRECTNESS
By
A. Vuin J es III
1 City At ey
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95- 645
EXHIBIT "A"
PHASE II WORK PLAN
RIVERSIDE PLAZA - TRACTS 1 AND 3
Miami, Dade County, Florida
- Prepared for -
City of Miami
Miami, Florida
- Prepared by -
Law Engineering, Inc.
5845 N.W. 158th Street
Miami Lakes, Florida 33014
Law Engineering Project Number 534-06071-02
September 1, 1995
09/07/96 (fec - M\fpl\06070004\egreemen.41 11
9 5 - G -.15
-TVA Lwivi i,AYY D11U11Vl;DAIOU 1U 0 (y j}, rUU4/U10
1
I
LAW
V d
ENGINEERING AND ENVIRONMENTAL SERVICES
i
i
fi
1
PHASE II WORK PLAN
RIVERSIDE PLAZA - TRACTS 1 AND 3
Miami, Dade County, Florida
..1
- Prepared for -
City of Miami
Miami, Florida
i
- Prepared by -
Law Engineering, Inc.
5845 N.W. 158th Street
Miami Lakes, Florida 33014
f
Law Engineering Project Number 534-06071-02
September 7, 1995
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09- MS 04:40PM FROM LAW ENGINEERING TO 5193399 P003/016
,J
IAW
ENGINEERING AND ENVIRONMENTAL SERVICES
September 7, 1995
City of Miami
City Hall
3500 Pan American Way
Miami, Florida 33133
Attention: Mr. Eduardo Rodriguez
Director of the Department of Asset Management and Capital Improvements
Subject: Phase 1I Work Plan
+7 Riverside Plaza - Tracts 1 and 3
Miami, Dade County, Florida
j Law Engineering Project Number 534-06071-02
J
Dear Mr. Rodriguez:
Law Engineering, Inc. (LAW) is pleased to present this Phase II Work Plan (Phase II Work Plan)
for the subject site. As per our meetings with the City of Miami, we have revised our Draft
'1 Work Plan, dated August 11, 1995, in an attempt to facilitate ongoing contract negotiations
! between the City of Miami, Florida Power and Light, and Alandco ("Seller").
} It is our understanding that as a result of these negotiations the parties have agreed that the Work
J Plan scope will consist of a maximum of ten soil borings and up to eight monitoring wells.
Accordingly, we have revised the Draft Work Plan to awommodate for this understanding and
incorporate supplemental information provided to us by the Seller since submittal of the Draft
Work Plan.
Our services were performed in general accordance with our Professional Services Agreement
between Law Engineering, Inc. and the City of Miami, dated August 10, 1995. Authorization of
our services was provided by Mr. Cesar H. Odio, City Manager.
Sincerely,
i LAW ENGINEERING, INC.
1
San a, E.I. Eric R. Silvers, P.G.
roject Engineer Principal Geologist �-
RSIERS:mcp nag\534-06071.PL2 1 r %,i(�`E;IGN , .
cc: Addressee (2)
Fite (1) LAW ENGINEERING, INC.
5845 NX T 6BTH STREET • MIAMI LAKES, FL 33014 c
(305) 826.5586 • FAX (303) 828.1799 S 15 -- l 4 5
OMe 01 YK UK CqA -mcg 19
09-07-95 04:40PM FROM LAW ENGINEERING
Riverside Plata - 7iocts I and 3
low Engineering, Inc.
1
TO 5793399
TABU OF CONTENTS
P004/016
September 7, 1995
Project Number 534-06071-02
1.0 PROPERTY INFORMATION ..................................... 1-1
^� 2.0 SITE SPECIFIC ENVIRONMENTAL ASSESSMENT ................... 2-1
3.0 APPLICABLE ENVIRONMENTAL REGULATIONS .................... 3-1
! .......
4.0 ASSESSMENT SCOPE ,,,,,,,,,,,,,,, .4-I
4.1 UTILITY CLEARANCE ..... . . . .... . . . . . A_ 1
4.2 SAMPLING AND CHEMICAL ANALYSES... 4-1
4.3 QUALITY ASSURANCE . , . , ,......... .. ... 4.4
4.4 REPORT PREPARATION ................ . ................. 4-4
1
FIGURES
proposed Sample/Test Location Plan
c
r
09-07-95 04:40PM FROM LAW ENGINEERING
Riverside Plant • 7aacis A ark! 3
Law Engineering, Inc.
TO 5793399
1.0 PROPERTY INFORMATION
P005/016
September 7, 1905
Project Number 534-06071-02
The site specific information used in preparation of this work plan was providod by the City of
Miami City Manager's Office. According to the Purchase and Sale Agreement between the City
of Miami, Florida Power and Light Company, and Alandco (Seller) the Riverside Plaza (Property)
is reported as the vacant real property situate, lying and being in the City of Miami, Dade
County, Florida, commonly known as Tracts 1 and 3, consisting of two tracts of approximately
1.4 acres and 1.6 acres respectively ("Alandco Property"). Hereinafter the Alandco Property is
referred to as the "Property".
The real property situate, lying and being in the City of Miami, Dade County, Florida, commonly
known as Tract 2 consisting of approximately 2,09 acres which has been improved by the
construction of a ten story. offico building containing approximately 200,000 square feet and a
seven level, five hundred space parking garage ("FPL Property") was included in the Site Specific
Environmental Assessment, but is not being addressed in the testing program of this Work Plan.
1-1
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09-07-95 04:40PM FROM LAW ENGINEERING TO 5793399 P006/016
Riverside Plaza - 7Y-aco / and 3 September 7, 1995
Law Engintering, Inc Project Number 534-06071.02
2.0 SITE SPECIFIC ENVIRONMENTAL ASSESSMENT
j
I LAW performed a Site Speoific Environmcntal Assessment at the subject property in an attempt
to describe and identify obvious and potential sources of environmental liability associated with
the current environmental condition of the property. In addition, Tract 2 was included in this
assessment. In order to accomplish this task, we performed the following services:
ISite Visit
One of our professionals experienced in performing environmental site assessments conducted
a site reconnaissance. We observed for obvious surface indications of past or present waste
1 handling or storage activities.
i
1 Environmental File Review
1
As deemed appropriate by the City in accordance with the Purchase and Cale Agreement Dade
County Department of Environmental Resources Management (DERM) files were reviewing for
Lite silt;.
Inquiries- were made with the DERM• and the Florida Department of Environmental Protection
(FDEP)'s Hazardous Waste Generators list was reviewed, for information that would help
evaluate the potential for past or present environmental concerns at the site.
2-1
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09-07-95 04:40PM FROM LAW ENGINEERING
Riverside Plaza - Tracts J and 3
Law Engineering, Inc.
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TO 5793399 P007/016
Review of Site Specific and Historical Information
The following site specific and historical information was reviewed:
• Documents provided by the City of Miami:
September 7 1995
Project Number 534-06091-02
Correspondence to Ms. Jennifer Roden, Petroleum Remediation
Section, Metropolitan Dade County Department of Environmental
Resources Management. RE: Groundwater Monitoring
Results/Monitoring Only Plan Alandco Property, 342 SW 2nd
Avenue, Miami, Florida (UT-2059). M.I. Project F5-0144.
Prepared by Missimer International, 8140 College Parkway, Suite
202, Fort Meyers, Florida 33919. , dated April 13, 1995,
• Correspondence to Ms. Diana Cutt, P.O., Program Manager,
Ha2ardous Waste Section, Metropolitan Dade County D.E.R.M..
Re: Tracts 1 and 3 of ALANDCO, Inc. Property, 342 SW 2nd
Avenue, Miami, Florida, Prepared by Missimer International,
8140 College Parkway, Suite 202, Fort Meyers, Florida 33919.
, dated April 13, 1995,
• Groundwater Sampling Results For Ttic Property Located at 342
SW 2 Avenue, Miami, Florida, Prepared For: Mr. Stephen
Collins, Vice President, Chief Financial Officer, Alandco. Inc..
11770 US Highway 1 North Palm Beach, Florida 33408-8801,
Prepared by ViroGroup Inc.-Missimer Division, 14750 NW
Court, Suite 110. Miami Lvkrs, Florida 3301.6, dated June 1994.
• Contamination Assessment Report Addendum For The Alandco
Inc. Property 342 SW 2nd Avenue, Miami, Florida. Prepared by
ViroGroup Inc./Missimer Division, 14750 NW Court, Suite 110,
Miami Lakes, Florida 33016, dated July 1993.
• Contamination Assessment Report For The Alandco Inc. Property
342 SW 2nd Avenue, Miami, Florida. Submitted to: Dade
County Department of Environmental resources Management,
Metro Dade Center, Suite 1310, 111 NW 1st Street, Miami
Florida 33128-1971. Prepared by Missimer & Associates, 14750
NW Court, Suite 110, Miami Lakes, Florida 33016, dated
December 1992.
2-2
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09-07-95 04:40PM FROM LAW ENGINEERING TO 5793399 P008/016
1 Rivers/de Plaza - tracts i and 3 Seplember 7, 1995
Law Engineering, Ina Project Number 534-06071.02
• Soil and Groundwater Investigation For The Property Located At
j SW 2nd Avenue and SW 3rd Street, Riverside Project, Dade
I County, Florida. Prepared For: Peeples, Earl & Blank, P.A., One
Biscayne Tower, Suite 3636, Two South Biscayne Boulevard,
'j Miami, Florida 33131. Prepared by Missimer & Associates, Inc.
_j 14874 NW 77th Avenue, Suite 201, Miami Lakes, Florida 33014,
dated June, 1991.
• Review of selected aerial photographs of the property dating back to 1945;
• Review of plat maps for the property dating back to 1925.
Based upon the findings of the Site Speoific Environmental Assessment, several potential past
environmental concerns were identified, The on -site concerns identified include the following:
• Former underground petroleum storage tanks - Based on our
DERM file review and our review of the aforementioned reports,
these underground storage tanks (USTs) have bccn removed.
-Several ofthe reports documented the removals and corresponding
1 assessments for several of these former USTs. However, with
regards to the USTs removed in 1989 (i.e., three 4,000 gallon
USTs removed from, the southern end of Tract 1 and one UST
i removed from the ,tortheast corner of Tract 3), no reports
documenting the removals and assessment of these former USTs
were observed;
• Former FPL Garage located at 230.40 S.W. 3rd Street (Tract 3);
I Former Facilities located @ 418 S.W. 2nd Avenue (Tract 2)
(Matheson Nursery/Miami Marine Supply)
Former Possible storage tank - identified in 1921 Plat Map
(Tract 1)
• Former Facilities Located Q 400 N.W. 2nd Avenue (Tract 2)
(Keely Marine Supply/Cohen Edgar Plastics/Dade Motor Sales)
• FPL Easement (Tract 2 and 3)
• Former Gulf Gas (Tract 3)
• Former Facilities Located between 300-312 N. River Drive
(South Dry Co./Clark Dredging Co./Florida Machine/Slip)
Based upon our meeting subsequent to submittal and review of the Draft Work Plan with the City
of Miami and the Seller on August 22, 1995, it is our understanding that the Seller was to provide
us with documentation of the following: (1) the locations of the former underground storage
1 2-3
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09-07-95 04:40PM FROM LAW ENGINEERING TO 5793399 P009/016
Rhvrralda Plaza - 71 pets 1 and 3 SeptrMba► 7, 199S
Law .Engineering, Inc, Project Number S34-06071.02
i
tanks removed in 1987, (2) the test locations associated with the closures of those tank, (3) test
locations from the 1991 and 1995 Missimer Reports; and (4) test results or material safety data
sheets indicating the PCB content of FPL transmission lines located within the on -site FPL
easements.
To date, we have received the following: (1) Letter dated October 19, 1989 addressed to DERM
from PIECO documenting the UST removal activities in 1989 received on August 25, 1995 (2)
facsimile from Dr. Bob Maliva of Missimer International on August 23, 1995 illustrating the test
�{ locations for the tests described in the report dated April 13, 1995, and (3) facsimile from Mr.
Steve Collins from Alandco, Inc. on August 31, 1995 documenting laboratory test results and
I
chain of custody of PCB analysis performed at a location entitled Railway Sub at 5 Ave/N.W.
j 11 St (Transmission Line 102).
j
Based upon our review of this information, we note the following: (1) The letter dated October
19, 1989 does not provide the locations of former USTs or a scaled drawing illustrating the
1 locations of the monitoring wells, (2) the facsimile received on August 23, 1995 provided us with
J the test locations allowing us to modify our testhig scope described in the Work Plan, and (3) the
1 ' facsimilo received- on- August 31, 1995 does not provide us with reasonable assurance that these
71 analytical results were representative of the PCB content of the cooling oils in the transmission
lines in the M.easements located on the -subject site.
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H-U'1-yU U414UPM FROM LAW ENGINEERING TO 5793399 P010/016
RJverside Pima - 71•aetr 1 ttnd 3 September 7, 1995
Law Engineering, 11Tc. Project Number 534-06071.02
3.0 APPLICABLE ENVIRONMENTAL REGULATIONS
This section lists environmental regulations and guidance documents identified as possibly having
relevance to the potential environmental conditions at the site. Once the Phase II data is
compiled, the following and documents will be referred to as applicable to evaluate environmental
conditions of the property,
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"tt', ' �n'.
::#:Er3i:•,`•iiG ,i'r'�:rn 'Litre .�, ••�1fC LiE
DERM
••
DERM Soil Criteria
DERM
24-11
' •1'raltibitions Against Water Pollution
DERM
24-12,2
Regulation of Underground Storage Tank Facilities
FDEP
--
Pollumi,, Storage Tank Closure Assessment Requirements (April
1992}
FDRP
-•
Guidelines for Assessment and Remedintion of Petroleum
Contaminated Soil (May 1994)
FDEP
—
Florida Groundwater Guidance Concentrations
FDEP
FAC 62.3
Water Quality Standards
FDEP
FAC 62-520
Ground Water Classes, Standards and Exemptions
FDEP
PAC 62-550
Drinking Water Standards, Monitoring and Reporting
FDEP
FAC 62-761
Underground Storage Tank Systems
FDEP
FAC 62-770
Petroleum Contamination Site Cleanup Criteria
EPA
40CFR 761
Toxic Substance Control Act
EPA
40CFR 261.270
Resource Conservation and Recovery Act
• Otlicr regulation may be included as warranted by slte-specific conditions
NOTES: DERM . Dade County Department of Environmental Resources Management
FDEP = Florida Department of Environmental Protection
FAC = Florida Administrative Code
EPA United States Environmental Protection Agency
CFR a Code of Federal Regulation
3-1
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09-07-95 04:40PM FROM LAW ENGINEERING
1 Riverside Plana - Tracts I and 3
Law Engineering. Inc,
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TO 5793399
4.0 ASSESSMENT SCOPE
P011/016
September 7, 1.095
Project Number 534-06071-02
The City of Miami shall be notified in writing at least three business days prior to implomentation
of the approved Phase II Work Plan or related activities. Notification, via facsimile, shall also
be provided to the City's environmental representative, Law Engineering, Inc., at least three
business days prior to initiating the field activities. Based on our understanding of site conditions
and the needs of the City of Miami, the following tasks shall be implemented to help assess the
environmental conditions at the site.
4,1 UTELrf'Y CLEARANCE
Prior to drilling activities, an underground utility clearance shall be performed. The proposed soil
boring and/or monitoring well locations, illustrated on the attached Proposed Soil
Boring/Monitoring Well Plan, shall be adjusted appropriately should utilities conflict with these
locations.
4.2 SAMPLING AND CHEMJCAL ANALYSES
The following Tables 1, 2 and 3 outline the drilling, sampling and testing protocol for this
project. --These-tables separated according to on -site concerns within Tract 1, and Tract 3, outline
the individual identified on -site concerns; the type of potential contaminant, the analytical
parameters and methods to be evaluated, and recommended soil and groundwater sample
collection locations. These sampling locations are depicted on the attached Proposed Soil
Boring/Monitoring Well Location Plan included.
4-1 95-- 645
-J 1fi . "i LJ k ...,. L.J L`.._j L.6I Lug 1 9 Li i.._J _._. ._-._I
Riverside Plaza - Tracrs I and 3
Law Engimeering, Inc.
Seplember 1, 1995
Ptged Number 534-06071-02
Work Plan
VAC* T = PRUPC)SfiG 51111�LLQG AlIA 1�SiITiC PROGA�M FOA T$AC7 1 '
::'...
Cotrapohdia� .
cenepondihrR
No. or
;S'a'mpk,
Dtptti.isiEeivil
:,Coaaan . • ..
'Pateioti�J:,Coeolrol •..
:.$ni('Bciia
,�lion$uru
i }` '�k1f<•
'.:.�fed,�4!�.�.
• • '
. .
t,udtiob
' H�dl
We-:_
Fom►er USTs (Rahmvcd 1989)
Gasolirte, Diesd cad
SB-! end 2
-
Soil
2
SoiUOro uidWaaa
EPA 8D2D end
Lethd
Warace
8100
Fosmer FaclliVft IocaYd ® 418 S.W. 2nd Avenue
SON",
SB) and 4
MW-5 ww
Sod
2
1.5 to 3
EPA 9010. BD80
(Madusm Nursary/Miemi Marine l'lrglnwdng)
PesticidalF{erbicida.
MW-7
and Total 8 RCRA
Pcuolehan and.Metals
Metals
CnoundwaW
2
EPA 624, 625, 60k
end Total 8 RCRA
Metals
Forma Facilities lo=W ® 422 S.W. 2Fd Anenoe
Solvmts,
SB-5
MW-6
GFowwNn:a
I
-
FBA 624, 625, 608,
(Mcwood Nursery/Alooso Mwb-,dRyder Yachts)
PesdddesAiabicides,
and Total 8 RCAA
Pcueleurn and Meals
Mews
Sod
1
1.5 ID 3
ErA ®D10. ENO
and Total 8 RCRA
Metals
Proimaed Construct;,=
Lead•
SB-3, 4 cad 5
-
Soil
3
ow 1.5
Total Lead
FomFa Pbwibk UST
Peadeum
-
MW-7
Groundwatn
I
-
FBA 624 and 625
Pmpared by- Mt, Ramlho Santana
Checked by: Ms. Nadu A. Gw fn
4-2
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RimnWe Pram -tracts 1 and 3
Law Engineering, Inc.
September 1, 1995
Project Nrmaber 534-W71-02
Work Pkn
TA91;B 2 - PROPo6BD SAIHPT,ITtG AND TF9.MC PROC-WM FOR T1 ACT !
Caotaero 7..: •
PotmttaT '
Coarerw :
Cgirdp►ltiliPe
Steil io?ivt
Corrrspoadlieg
bitinitoring 14di
Saop♦1'.r.
ltlifria
Net of
Suepk
Depth 4'tiervil'
([red.DeioiY'>':
Teat Method • '
.
.I eritfoa:
-
CAnfleo.
Catlec8ot
• Leisitdoai
fond rtiiface
Former USTh (tamed 1989)
Guoline and
-
MW-I
Groundwata
1
-
TPA 624 and 625
Diesel
Fomsa FPL (Garage)
Petrok%m
SB-7,M and
MW-1,2,3, and
Soil
4
1.5 W 3
EPA 8010, 8080
Solvents,
10
EM4WB
aW Total 8 RCRA
Metah and
Metals
PCBs
Groundwater
4
-
EPA 608. 624,
625 and 8 RCRA
Masts
EMW-I and 4
GrovWwa W
2
-
EPA 609
Proposed Coastnrc6on
lead
SB-7,8 and 9
-
soil
3
0 to 1.5
TOW Lad
Fomw Faeitities T. eMW bot%em 300.312 N. River Drive
ParDlam
-
MW4
Growdwareu
t
-
EPA 624, 625,
(South Dry CoJCiwk DrcMng CoJFW* MsdinelShp)
Solve=
350.1 and Total 8
and Medals
RCRA Metals
Forma 011 Company of Florida (m-tmrnFrsph macddrrcs)
Moab,
SB•6
-
Scil
1
SOW
EPA 624, 625 and
DeSois
Groundwaty
Total 8 RCRA
Petroleum
Intarfnce
Metals
and Solvents
FPL Fiserrtenl
PCQs
SI3-6.9 and 10
MW-3, FMW-8 and
soil
3
LS to 3
EPA 9000
ERSW-B
Groendwaws
1
-
EPA 601
Prepared by: Mr. Rarnh Santana
Ciaked by: Ms. Nadu A. Guerfn
NOTES:
• All soils tetrieved from soi' borings or monitoring well installslions shall be vistally classified, observed for staining and odors, and screened
for volatile organics in the field
• All mani;oring wells shall be constructed in accordance with the DERM Typical Monitoring Well Detail.
• We note that the test locators may be used to evaluate multiple conoems.
4-3
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09-07-95 04:40PM FROM LAW ENGINEERING TO 5793399 P014/016
Riverside Plaza - Ivaco 1 and 3 September 7, 1993
law ftineering, Inc. Project Number 534-06071-02
In the event that at the sole discretion of City's environmental representative, the soil boring test results
jindicate that additional testing is warranted, an additional monitoring well shall be installed at a location
selected by the City's environmental representative, and groundwater samples shall be collected and
analyzed for parameters requested by City's environmental representative.
4.3 QUALITY ASSURANCE
The soil and groundwator sample collection procedures and laboratory analysis shall be performed in
accordance with an FDEP-approved Comprehensive Quality Assurance Plan, Groundwater monitoring
wells shall be installed by a State of Florida Licensed Water Well Contractor.
4.4 REPORT PREPARATION
Upon completion of the field activities, laboratory analysis and data compilation, a report shall be
prepared by Sellers environmental representative, The report shall include a description of field and
1 iahnratory procedures, field observations, soil screening results, :analytical results, compiled supporter
relevant information, data comparison to applicable regulations/standards, and
evaluations/recommendations. Furthermore, the report shall include a preliminary opinion of cost based
on the findings. Copies of laboratory reports, chain of custody records, boring logs and monitoring well
completion logs shall also be included in the Report.
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95- 645
09-07-95 04:40PM FROM LAW ENGINEERING TO 5793399
P015/016
'vl •t" �.1r�'.1 'i'.�
its, : :� � ' •';; , :'��� • ' � , .. ,:' ,, .: �� ' � '- .'
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Boriipg/1Vdorii II i:ocation :Plan
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The Information Management Company
6954 N.W. 12 STREET, MIAMI, FLORIDA 33126
305-477-9149 •800-287-4799 • FAX 305-477-7526
condition
FC 017
09-07-95 04:40PM FROM LAW ENGINEERING
TO 5793399
P016/016
Southwest 3rd Street
v ♦ of
wW-s as-�
•
n,e Cross
TRACT 3 sae
Eqw-e
��
A S'
c\
Line
Lortaecapinq 19
Planter
d�
eA-i
Polkinq Goroge
\conceals Tita
�IMr-e� ¢ ®1
Landscaping
TRACT 2
°^oseomn
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004inq
-`-
—'- "— —I— — Trost Lne
Bodn Concrete
Pavement tns-S
Concrete Oock
♦ U.s
sD-e
•
Grace
A MW.f
to
O
U-a
TRACT 1
C
SA-11411
y
A
m
3
C
LEGEND:
iO
O Proposed Monitoring Wed Lo°albn
♦ Proposed Soh Boring Loaouan
Eddlnq woMter(nq Wan Laeatlon
L°aotlona of UAtinq Welts to be Veritled in
the Mid APPAX GRAPHIC SCALE
RAterence: A.R. Yoveeoint B Associates, Inc.
q �p
i trek . eo n.
APROX. SCALE:
Meth
DRAWN BY: ME
RIVERSIDE PROJECT
CHECKED BY; R.S.
LAW ENGINEERING, INC.
PROPOSED SOIL BORINGS and
M1AM1, FLORIDA
ENGINEERING AND ENVIRONMENTAL SERVICES
MONITORING WELL LOCATION PLAN
PROJECT No. 5]A_11R07t-02
95- 645
EXHIBIT "B"
Schedule of Values
Tract 1: $1,890,000.00
Tract 3: $1,640,000.00
09/07/95 (fec • \RE\fpl\06070004\agreemen. 4) 12
v5-- 645
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EXHIBIT "C"
Schedule of amendments to Declaration
09/07/95 (fec - \RE\fpl\06070004\agreemen.4) 13
95- 645
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Exhibit "C"
Schedule of Amendments to be Made to Declaration
A. Withdrawal of Tract3 only as an "Affected Tract":
In the event that Tract 3 is the only Tract not conveyed to
the City, except for the Land Use Allocations set forth in Sections
2.1 and 2.5 of the Declaration, the remainder of the Declaration
will be terminated. The Access, Utility and Construction Easement
will remain in full force and effect.
B. Withdrawal of Tract 1 as an "Affected Tract":
In the event that Tract 1 is not conveyed to the City the
Declaration will be amended and restated to incorporate the terms
and concepts outlined below. Reference to section and article
numbers in the outline refer to the text of the Declaration. The
Access, Utility and Construction Easement will remain in full force
and effect.
Recitations:
The recitations to the Declaration will reflect that (a) the
Developer completed all of the construction contemplated by the
Declaration and thereafter sold Tract 2 to Florida Power & Light
Company ("FPL"); (b) simultaneously with the execution of the
Amendment to Declaration, FPL is conveying Tract 2 to the City and
Alandco is retaining title to Tract 1 [The ownership of Tract 3
shall also be described]; and (c) all references to the Developer
shall thereafter refer to the City and its successors and assigns
and all references to Alandco shall include its successors and
assigns.
I. Definitions:
1.1 Unchanged
1.2 11FPL Plaza" shall be redefined as ["City Plaza"] and
shall describe the same as it has been constructed.
1.3 "FPL Project" shall be redefined as "City Property" and
shall mean the City Plaza, the Parking Garage and associated
improvements now constructed on Tract 2.
1.4 Site Plan - last amended April 27, 1991.
1.5 Maintenance of applicable portions of the Riverwalk shall
be performed by the property owner whose Tract is appurtenant to
such portion.
09/07/95 (fec - \RS\!p1\06070004\a-ade2.amd) Page 1 of 6 Pages
95_ 645
1.6 Parking Garage - will reflect that it has been construct-
ed on Tract 2.
1.7 Unchanged.
1.6 Unchanged.
1.9 Unchanged.
1.10 To be thereafter known as the "City Tract".
1.11 Unchanged [unless conveyed to City)
II. Land Use:
2.1 Unchanged
2.2 Will reflect that all improvements have been made.
2.3 Reference to Purchase option will be deleted. City will
not covenant to assist Alandco in obtaining zoning or other
approvals.
2.4 Unchanged
2.5 Unchanged
III. Delete.
Alandco will provide an estoppel to the City acknowledging
that the City has no construction obligations and that no defaults
or violations can be asserted by Alandco with respect the original
development obligations of the Developer.
f IV. Deleted.
V. Parking Garage:
5.1 Will reflect that a 7 level, 500 space Parking Garage has
been constructed and until such time as Alandco expands the Parking
Garage, it shall be operated and maintained by the City for its
exclusive use.
5.2 Expansion - unchanged, except that:
(i) prior to expansion, the parties shall enter into a 99-year
"air rights" lease and the rent for such air rights shall (a) be
determined by the average of the rental figures arrived at by the
City's appraiser and Alandco's appraiser and (b) commence upon
commencement of the expansion;
09/07/95 (tee - \R8\2p1\06070004\ex-cde2.amd) Page 2 Of 6 Pages
95- 645
(ii) prior to expansion, Alandco shall provide the City with
the use of the same number of parking spaces that the City will be
deprived of in the Parking Garage during the construction of the
expansion. The parking spaces will be located on Alandco or FPL
Property in the same neighborhood;
(iii) Alandco's indemnity for tenant relocation will include
the City's (i.e. the user's) relocation, it necessary; and
(iv) after expansion the original parking will be available
for the City and the expansion parking will be available for Tract
1.
5.3 Operation After Expansion• -unchanged, except that:
(i) the City shall use for its exclusive purposes, the f irst
7 floors and Alandco shall use the expansion spaces only (except
that to the extent Alandco needs lower level spaces to comply with
ADA or other handicapped parking or disability requirements, the
City and Alandco will swap the requisite number of spaces);
(ii) there will be no income sharing, (except to the extent
charged directly by the City or Alandco to its respective tenant
pursuant to a separate office lease agreement);
(iii) all costs and expenses associated with the operation,
maintenance and repair of the Parking Garage after expansion shall
be shared on a pro rats basis - except to the extent that such cost
is for a repair situated wholly on one party's portion of the
garage and not associated with the common use of the Parking Garage
in which case that party shall bear the cost. Ramp repairs will
always be pro rata; and
(iv) the City shall not be obligated to restore the parking
Garage in the event it is destroyed by casualty.
5.4 Management and control of the Parking Garage;
(i) unchanged, except that subject to Alandco's right to
expand and then utilize the expansion spaces and further subject to
Alandco's obligation to contribute to cost and expenses on a pro
rata basis after expansion, the City shall have the exclusive
control, authority and responsibility for the management, opera-
tion, maintenance, improvement and repair of the Parking Garage
commensurate with the standards the City meets in the operation of
its other properties; and
(ii) the right to lien each other's Tracts will be deleted.
5.5 Delete.
5.6 Unchanged.
09/0'7/95 (fee - \RE\Eyl\06070004\eY-ede2.aM) Page 3 of 6 Pages
05- 645
5.7 Estoppel from Alandco will certify that no rules or
regulations are currently in effect. City will have the right to
adopt and formulate reasonable rules and regulations to be
uniformly applied and enforced.
5.8 Delete (option has terminated).
VI. Unchanged.
VII. Delete and replace to provide as follows:
(i) Each party shall maintain its tract and improvements
thereon in a reasonable manner - the standard of maintenance
adhered to by the City on its other'properties will apply here.
(ii) In the event of destruction, no rebuilding required but
any debris shall be removed and the Tract shall be sodded and main-
tained by the owner thereof.
(iii) Easements will not be effected by destruction and will
remain in effect.
VIII. The transfer of the Development Rights, if any, to Alandco
shall be effectuated at or before Closing, provided however that if
the City acquires Tract 3, the portion of Development Rights
attributable to Tract 3 shall be retained by the City.
IX. 9.1 Unchanged.
9.2 Confirm access easements .
9.3 Unchanged.
9.4 Unchanged.
9.5 Unchanged.
9.6 Unchanged.
9.7 Unchanged.
9.8 Unchanged.
X. Indemnity:
10.1 Delete.
10.2 Unchanged.
10.3 Delete.
XI. Unchanged.
00/0119S (£ec - \RE\fp1\06010004\ex-cde2,amd) Page 4 of 6 Pages
95_ 645
I
XII. Unchanged, except that the curative period shall be changed to
forty (4 5 ) days.
XIII. Unchanged, except to provide that the City's liability shall
be limited to its failure to comply with the terms of the Amendment
to Declaration and shall further be in accordance with Sec. 13,
Article X, Florida State Constitution and subject to the provisions
and limitations of Sec. 768.28, F.S. (1993).
XIV. Unchanged, except that the second, third, sixth, seventh and
eighth sentences shall be deleted.
XV. 1.5.1 Delete - both parties shall have the right to self
insure.
15.2 Liability Insurance - Delete, except that commencing with
construction of the expansion, Alandco shall carry "Builder's Risk
All Risk" insurance, and after the expansion, shall carry
liability insurance for its use of the Parking Garage.
15.3 Conform to the amended terms of Article XV.
15.4 Unchanged.
15.5 Unchanged, except that "either party" shall be amended to
refer to Alandco only.
XVI. Real Estate Taxes:
16.1 Obligation to pay taxes will provide that the City is
exempt from taxation and to the extent that Alandco's expansion of
the Parking Garage causes real estate tax liability for Tract 2,
Alandco will pay such taxes. In the event that the City conveys
its property to a nonexempt grantee, such grantee shall pay its pro
rata share of taxes.
16.2 Unchanged.
16.3 Unchanged.
XVII. Liens; Unchanged.
XVIII. Notices: Revise to reflect current addresses of parties.
XIX. Unchanged.
XX. Unchanged.
XXI. Unchanged.
XXII. Unchanged.
09/01/96 (fec - \Rg\2P1\06070004\ex-cde2.emd) Page 5 of 6 Pages
95- 645
XXIII. Unchanged.
XXIV. The Declaration, as amended, shall remain in full force and
effect until December 11, 2015, if Alandco has not commenced the
Parking Garage expansion prior to that date. In the event that
Alandco has commenced the expansion prior to December 11, 2015, the
Agreement shall remain in effect for the term of the 99 year air
rights lease.
XXV. Unchanged.
XXVT. Unchanged.
XXVII. Unchanged.
XXVIII. Unchanged.
XXIX. Unchanged.
XXX. Unchanged.
XXXI. Unchanged.
XXXII. Unchanged.
Hi\LIBRARY\RE\PPL\06070004\EX-C•DBC.AMD
09/07/95 (fec - \RE\9P1\06070004\ex-cde2.amd) Page 6 of 6 Pages
95- 645
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO : The Honorable Mayor and
Members of the City Commission
FROM : Cc
Ci ger
RECOMMENDATION
0`1 _
EV
DATE : September 6, 1995 FILE :
SUBJECT
AMENDMENT TO
RESOLUTION NO.
REFERENCES: 95-527
ENCLOSURES:
It is respectfully recommended that the City Commission approve the attached
Resolution modifying the Purchase and Sale Agreement entered into with Florida Power
and Light Company and Alandco, Inc., on July 13, 1995.
On July 13, 1995, the City Commission adopted Resolution No. 95-527 thereby
authorizing the City Manager to enter into an agreement with Florida Power & Light
Company for the purchase of certain real property on the Miami River (Property). As a
modification to the agreement, the parties have agreed to a test protocol for purposes of
investigating and assessing the environmental conditions of the Property and certain
remedies in the event that the test results indicate that the Property is not in compliance
with applicable environmental regulations.
This modification specifies the test protocol for the Property and provides for the City to
reimburse the seller for the costs of such testing (up to a maximum amount of $50,000) if
the Property is found in compliance with applicable environmental regulations and
providing for certain remedies in the event the Property is not in compliance with
applicable environmental regulations, including the removal of the affected portion of the
Property from the sales transaction as well as providing for a right of first refusal with
respect to a future conveyance of any such affected portion of the Property which may be
removed from the sale transaction.
95- 645
J-95-743
8/22/95
RESOLUTION NO. 9 5- 646
A RESOLUTION APPROVING AN EXPENDITURE, IN THE
AMOUNT OF $130,000, FOR THE CONSTRUCTION OF
CENTENNIAL PLAZA IN BAYFRONT PARK; ALLOCATING
FUNDS THEREFOR FROM THE FY 1994-1995 CAPITAL
IMPROVEMENT PROGRAM.
WHEREAS, the Bayfront Park Management Trust has managed
Bayfront Park with the goal of ensuring maximum community
involvement; and
WHEREAS, 1996 marks the 100th Anniversary of the founding of
the City of Miami; and
WHEREAS, these funds would be used to construct the
Centennial Plaza, into which the Centennial Committee's Named
Brick Program will be placed; and
WHEREAS, this Plaza will commemorate in perpetuity the great
strides made by the City in its first 100 years;
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. An expenditure, in the amount of $130,000,
for the construction of Centennial Plaza in Bayfront Park is
CITY COMMISSION
MEETING OF
SEP 1 4 N95
Resolution No,
95- 646
hereby approved, with funds therefor hereby allocated from the FY
1994-1995 Capital Improvement Program.
Section 3. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 14th day of September 1995.
STEVHEN P. CLA K, MAYOR
ATTE T: _
WALTER EMAN, CITY CLERK
CAPTT T OVE NTS REVIEW:
EDUARDO RODR UEZ IRECTOR
ASSET AGE ENT AND CAPITAL IMPROVEMENTS
FINANCIAL AND BUDV.ETARY REVIEW:
MANOHAR S. SURANA
ASSISTANT CITY MANA XXE
PREPARED AND APPROVED BY:
0. r.
MIRIAM MAER
CHIEF ASSISTANT CITY ATTORNEY
W285:csk:GMM
2-
APPROVED AS TO FORM AND
CORRECTNESS:
A. FTTICITS AY
95- 61"16
ftr&
To: Hanorabla Mayor and Members
of City Commission
From: Cos io
Cit ger
RECOMM NDAT-101 t
subject: construction of
Centennial Plaza in
Bayfront park
Far city Commission
Meeting of 9/14/95
It is raspActfully raeommendod that the city Commission fund the
construction of the Centennial Plaza in Bayfront Park from the
Capital Improvement Program, in an amount not to exceed $130,000.
As you are aware, 1996 marks the 100th,Anniveroary of the founding
of the City of Miami. In this Centennial Year there will be many
projects acknowledging the great strides our city has made in its
first 100 years. The csntenniai Plaza has been designated as the
site of the Centennial Committee's seamed brick program and will
serve as a commemorative locution for all of Miami's residatiLs and
visitors.
Attatohments:
resolution
95- 646