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HomeMy WebLinkAboutR-94-0261J-94--2.88 4/04/94 RESOLUTION NO. 9 261 A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A PRE -DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF MIAMI AND METROPOLITAN-DADE COUNTY, IN SUBSTANTIALLY THE ATTACHED FORM, PROVIDING FOR THE DEVELOPMENT OF THE WATERFRONT PROPERTIES KNOWN AS THE FEC PROPERTY AND THE BICENTENNIAL PARK PROPERTY FOR PURPOSES OF THE EXPANSION OF THE EXISTING PORT OF MIAMI AND THE CREATION OF PARK FACILITIES, SPECIAL ATTRACTIONS, A PUBLIC GARDEN FACILITY AND A CONNECTOR BRIDGE TO BAYSIDE. WHEREAS, the City hereby selects and designates the City - owned waterfront properties, known as the FEC Property and Bicentennial Park (the "City Property"), as sites to be exclusively used in cooperation with Metropolitan Dade County for the development of a joint project, hereinafter referred to as the Maritime Park Project (the "Project"); and WHEREAS, the Project shall generally consist of the planning, design, construction and operations of a maritime park consisting of several terminal facilities to service the Port of Miami, Dade County, various civic, cultural, and entertainment attractions, including ancillary commercial establishments, a pedestrian walkway bridge connection to Bayside and the development of open space and park areas; and CITY COMMISSION MEETING OF APR 14 1994 Resolution No. 94- 261 WHEREAS, in order to undertake completion of the Project in a manner that will enable the City and the County to make the most efficient use of their respective powers and resources, the City hereby deems it appropriate to enter into a Pre -Development Agreement, (the "Agreement") in substantially the form attached; and WHEREAS, the purpose of the Agreement is to provide for and facilitate the execution of an Interlocal Agreement pursuant to Section 163.01, as amended, Florida Statutes, by and between the City and the County upon the successful performance of the terms and conditions set forth in the Agreement; 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 authorized1/ to enter into a Pre -Development Agreement, in substantially the attached form, with Metropolitan Dade County for purposes of setting forth certain conditions which performance thereof shall constitute prerequisites to the execution of an Interlocal Agreement which shall provide for the joint development of the City Property. 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. - 2 - .4- 261 Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 14th day of April , 1994. STEPHE P. CLARK, KAYIDR CITY CLERK PREPARED AND APPROVED BY: gagrl�O. BRU ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: A QU6NN CITY ATTO n111 JOB:kd:csk:M4254 - 3 - 94- 261 0 • •1 0+ •' IOt !t'IOI;M lal THIS PRE—DEVEIAPMENr AGREEMENT ( the "Agreement") made as of 'the day of , 1994, 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"). WHEREAS, the City and the County have deemed the development of certain City awned waterfront properties, known as the FEC Property (the "FEC Property") and the Bicentennial Park Property (the "Bicentennial Property"), hereinafter collectively referred to as the City Property (the "City Property"), to be in the best interest of the public welfare of the residents of the City and the County; and WHEREAS, in order to effectuate the aforementioned development in a manner that will enable the City and the County to make the most efficient use of their respective powers and resources, it is deemed desirable by both the County and the City that, subject to the satisfactory perfonmance of the terms and conditions of this Agreement the City and the County shall enterinto an Interlocal Agreement as provided for and under the authority of Chapter 163, Part I, Florida Statutes, }mown as the "Florida Interlocal Cooperation Act of 196911, as amended (the "Interlocal"); and WHEREAS, the City and the County hereby agree that during the tern of this Agreement the parties hereto shall in good faith negotiate the terns and conditions of the Interlocal, including clarification and expansion of any of the matters pertaining to the Interlocal which have been addressed herein. 94- 261 — 1 — NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the City and the County hereby agree as follows: •61• •A;• hyl •. • IIJIVDAMW The above recitals are true and correct and are hereby incorporated herein and made a part hereof. F.At"INKIMON 0hV DWV*,4 15.A The development of the City Property shall generally consist of the expansion of the Port of Miami of Dade County (the "Port Expansion"), the development of open space and park areas (the "Park") and the development of additional improvements consisting of civic, cultural and entertainment attractions and related amenities (the "Specialty Attractions"). The Park and Specialty Attractions shall sometimes be collectively referred to as a Non - Port Facilities, as- the context. shall require. The Port: Expansion, the Speciality Attractions and the Park are hereinafter collectively referred to as the Project (the "Project"). The Project shall consist of two phases. The first phase shall consist of the development of the Project on. the FEC Property, including adjacent bay bottom lands within the deep water slip and Biscayne Bay, as described in the "Project Site" map, attached hereto and incorporated by references Exhibit "A" ("Phase I"). The second phase of the Project shall include the development of additional Port and Non -Port Facilities on the Bicentennial Property, and adjacent bay bottom lands within the deep water slip and Biscayne Bay as described in Exhibit "A" ("Phase II"). 94- 261 - 2 - ARTICLE III THE PROJECT PROGRAM A. Port Facilities and Uses - The Port Expansion caq:)onent of the Project shall consist of planning, design and construction of four berths dedicated for cruise ships, one berth dedicated for visiting navy Vessels, and two cruise terminal buildings adjacent to said berths inclusive of all support facilities and operational space required for the operation of said terminals by the Port of Miami of Dade County ("Port"), as specifically described in the attached "Facilities Plan", attached hereto and incorporated by reference as Composite Exhibit "B". The Port Expansion facilities ("the Port Facilities") shall also include all surface access and egress roadways necessary to serve the Project and the entire first level of public parking garages to be built as part of the Project, provided, however, that users of the Non -Port Facilities shall have the right to use such access and egress roadways in carrion with the users of the Port Facilities. B. . Phase I Non -Port Facilities and Uses - Phase I of the Project shall consist of: 1) Park and Open Space - The Park shall consist of landscaped open space and exterior public walkways and plazas providing recreational amenities and facilities for passive and active recreational use by the general public and continuous public access along the shoreline of the deep water slip and Biscayne Bay. The total area of the Park shall be not less than 80% of existing upland portions of the FEC Property, less the dedication for the Biscayne Boulevard expansion, as set forth in the Burle Marx Design Plan. 2) Parking - A 900 space public parking garage shall be constructed on the FEC Property ("the FEC Parking Facility"). The first level - 3 - 94- 261 shall be reserved for Port Facilities use, and the upper two levels shall serve as general public parking for users of the Park and the Specialty Attractions. The FEC Parking Facilities shall contain bus parking bays on the first level that shall be made available for Non -Port Facilities usage during those days when cruise ships do not berth at the Port Facilities. 3) Specialty Attractions - Specialty Attractions that will collectively create a regional destination visitor attraction for downtown Miami shall be developed to provide leisure and educational activities for South Florida residents and tourists. The Specialty Attractions conceptually consists of: a) Discovery Center of the Americas - Fr. rroximately two hundred and twenty thousand (220,000) square feet * Museums and branch museums featuring historical and cultural exhibitions from local sources as well as traveling exhibitions from major national museums of the Caribbean and Latin America. * cinematic component featuring Imax/Cmni-Max type specialty cinemas, simulator/motion base attractions and specially produced Caribbean and Latin American culturally themed films and specialty presentations. * Festival space (interior and exterior) for public, ethnic and cultural celebrations. * Food and beverage offerings including indigenous Caribbean and Latin American cuisine prepared and served in authentic settings. Q4- 261 - 4 - * Specialty retail including museum shops and Caribbean and Latin American arts and crafts created and sold in indigenous settings. * Entertainment offerings including live traditional and contemporary Caribbean and Latin music and performance art forms. * The Discovery Center of the Americas may consist of one or more structures. b) Pedestrian. Bridge Connection to Bayside - A plaza extension of Bayside's north pavilion walkway system spanning Port Boulevard to the park level of the Project; excluding rail station development and air rights uses, if any. c) Public Tropical Botanic Gardens - 3 to 5 acres - designed as a part of and a complement to the Park consisting of a botanical garden of tropical and subtropical plants from the Caribbean and South and Central America to showcase the ecology and natural environments of the Tropics. The specific thanes and cultural characterizations described herein are for illustrative purposes only and may be modified by the parties hereto as part of the final agreed upon development plan and program. C. Phase II Pion -Port Facilities and uses - The second Phase of the project shall consist of: 1) Park and Open Space - The Park shall consist of landscaped open space and exterior public walkways and plazas providing recreational amenities and facilities for passive and active recreational use by the general public and continuous public access along the shoreline of the deep water slip and Biscayne Bay. A specific program of uses and improvements for Phase II shall 04- 261 - 5 - be refined through additional planning studies as may be prepared by the Maritime Park Board and approved by the City and County Commissions. 2) Parking - A 900 space public parking garage shall be constructed on the Bicentennial Property ("the Bicentennial Parking Facility"). The first level shall be reserved for Port Facilities use, and the upper' two levels shall serve as general parking for users of the Park and the Specialty Attractions. The Bicentennial Parking Facilities shall contain bus parking bays on the first level that shall be madeavailable for Non -Port Facilities usage during those days when cruise ships do not berth at the Port Facilities. 3) Specialty Attractions - Specialty attractions that will collective and in concert with Phase I attractions create a regional destination visitor attraction for Downtown Miami shall be developed to provide leisure and educational activities for South Florida residents and tourists. A specific program of uses and improvements for Phase II shall be refined through additional planning studies as may be prepared by the Maritime Park Board and approved by the City and County Can u.ssions. ARTICLE IV - Preliminary estimates of a Phase I Project construction budget include: Port Facilities Terminals Bulkheads Gangways Parking Garage Park Improvements Site Improvements (Roadways, Utilities, Fill, etc.) *Discovery Center - 220,000 sf *Botanical Garden *Plaza Connection to Bayside Total Public Costs (in millions) $ 9.6 $ 7.0 $ 2.5 $ 11.0 $ 9.1 $ 38.0. $ 30.0 $ 5.0 $ 12.0 $124.2 million *Public sector infrastructure investment component only (Non -Port Facilities). - 6 - 94- 261 Program modification within the permitted parameters set forth in Article III, sections 2 and 3, shall not reduce or increase the County's obligation with respect to it's contribution to the Project for Non -Port Facilities or Parking. AIMCLE V % The County shall provide funds in an amount of not less than One Twenty Four Million Two Hundred Thousand Dollars ($124,200,000) for the payment of all public costs in connection with Phase I of the Project. The County shall attempt in good faith to secure approval of a general bond issue (the "Bond Issue") in the above amount. However, if the voters fail to approve the Bond Issue the County shall, be allowed to provide the above funds from other sources pursuant to the terms of this Agreement. EAU w r D&VA Di►LIP 14114►IuIN�0 W 1F.I.Of1)Y11 The County shall, at County's sole cost and expense, and prior to the parties entering into the Interlocal, perform an environmental audit of the City Property. The purpose of the audit will be to determine whether the City Property is in compliance with all applicable environmental laws and that no substances, pollutants or contaminants have been or are being released, discharged, emitted, or otherwise disposed of into the environment in violation of federal, state of local laws, regulation, ordinances or other requirements. In the event the County determines, as a result of the audit, that the City Property is not in compliance with applicable environmental laws or that hazardous or toxic substances, pollutants or contaminants have been or are 94- 261 - 7 - being release, discharged, emitted or otherwise disposed of into the environment, the County may undertake any and all clean up of the Property, at the County's sole cost and expense, or may terminate this Agreement. ARTICLE VII UNISON REPS The County, in consultation with the City, shall as soon as practicable (but prior to execution of the Interlocal) revise the Maritime Park Project Financial Feasibility Study dated February 17, 1994, prepared by Unison Consulting Group Inc. for purposes of determining ng a pro -forma projection of the Project revenues and expenses mutually acceptable to the parties. ARTICLE VIII The City shall secure and provide to the County a title opinion evidencing free and clear title to the City Property, free of any encumbrances, and matters of record that would render title unmarketable, subject to the provisions of Article -X, Sections.4 and 5. The City hereby agrees to exercise due diligence to remove any use restrictions pertaining to the City Property. ARTICLE I% The County shall, at County's sole cost and expense, obtain approvals of zoning, environmental, changes to the Comprehensive Master Plan, and "Development of Regional Impact" requirements, pursuant to any and all local, state or federal law, as may be necessary for the construction and development of the Project. The County and the City shall, to the extent that it is legally permissible, waive any and all permit and development fees in connection with the Project. The City shall assist and cooperate in the County's use of the Downtown Areawide DRI for purposes of faciliting construction of the Project. - 8- 1 4- 261 INTERLOCAL AGREEMERr The County and City agree that upon satisfactory performance of all the obligations set forth in this Agreement, but in no event later than November 30, 1994, the parties shall enter into the Interlocal, for ft=poses of undertaking the construction, development and management of the Project. The interlocal shall provide for substantially the followirxi: 1. Dedication and commitment of the City Property, subject to certain conditions with regards to the Bicentennial Property, for exclusive use in connection with the Project during the term of the Interlocal. 2. The term of the Interlocal shall be for an initial period of 45 years. Provided that no event of default then exists, the Interlocal may be extended at the option of the County for up to three (3) additional terms of 15 years each upon terms and conditions to be negotiated at the time of each such extension. 3. Assignment to the Port of Miami, subject to compliance with applicable City codes and regulations, of full control over the operations, of all Port functions and Port Facilities, including bulkheads, utilities, dredging, passenger cruise terminals, roadways and ancillary facilities including that portion of the FEC Parking Facilities (entire first level) assigned to the Port function. Port control over access and site circulation roadways shall recognize and preserve the right of use by the general public for purposes of access and egress to public parking and all Non -Port Facilities. 94- 261 - 9 - 4. Upon execution of the Interlocal the County shall assume the following City obligations and liabilities: 1) Amended and Restated Grand Prix Agreement dated October 16, 1985, by and between the City and Miami Motorsports, Inc., as amended 2) Grants of Easement from the City to Miami Dade Water and Sewer Authority. 5. The parties hereto agree that in the event that development of the Project is prohibited by the terms and conditions of certain existing bond obligations, pursuant to Ordinance No. 8034, passed and adopted January 20, 1972, of which an approximate amount of Six Million One Hundred Fifty Thousand Dollars ($6,150,000) is presently outstanding, the parties shall, prior to the execution of the Interlocal, negotiate in good faith to provide for the satisfaction of said debt. 6. Provisions and conditions for the development of the Bicentenni al Property including the following: A. The period of time cncing upon execution of the Interlocal and terminating upon commencement of constriction of Phase II, or upon the tenth anniversary of the execution of the Interlocal, whichever occurs first shall be referred to as the Option Term (the "Option Term"). B. The County agrees to provide for all maintenance of Bicentennial Park for park and recreational uses. The City reserves the right to program recreational activities and events consistent with Park purposes on the property during the Option Tern at City's sole cost and expense. C. Prior to the commencement of Phase II, the County shall provide 94-- 261 - 10 - the City a courtitment, for the purposes of constructing Phase II of the Non -Maritime Facilities, in an amount of not less than $55 million dollars adjusted to reflect interim increases since January 1, 1994 in the Consumer Price Index - All Items Miami, which shall represent the County' s financial contribution to the Phase II Non - Maritime Facilities. D. During the Option Terns, the City reserves the right to develop and/or improve, at City's sole cost and expense any portion of the Bicentennial Property for any purpose the City may deem appropriate, provided that such developments or improvenents do not encroach upon or coincide with areas specifically assigned in the Facilities Plan for Port Facilities and do not functionally conflict with or limit the use of the Bicentennial Property for the development of Port Facilities for Phase II of the Project, as described in the Facilities Plan. Any revenues derived in connection therewith shall accrue solely to the City. E. In the event Phase II of the Project doses not camrence within ten (10) years of the date of execution of the Interlocal, any and all obligations, rights and privileges of the County with respect to the Bicentennial Property shall became null and void and of no further force and effect. F. A site containing forty thousand (40,000) square feet to accommodate relocation of Fire Station #1 (144 NE 5th Street) , and berthing rights for a fire boat, shall be reserved at a location adjacent to the exiting WASA pumping station for purposes of construction of a fire station by the City at City's sole cost and expense at any time during the terns of the Interlocal. - 11 - 94- 261 7. nie axmty shall pay to the City minimmi guaranteed payzimits during the term of the Interlocal as follows: A. Six Million Dollars ($6,000,000) upon execution of the Interlocal. B. Two Million Dollars ($2,000,000) annually camencing on the third anniversary date of the execution of the Interlocal. However, if commencement of construction of the Project is delayed for any reason.beyond the control of the County for a period of at least one year, then the City hereby agrees to defer a maximnn amount of Two Million Dollars ($2,000,000) which the County shall then pay to the City in equal installments of Four Hundred Thousand Dollars ($400,000) each over the next five years. The first of such installments is to be paid twelve (12) months after the original due date of the payment being deferred. C. Two Million Five Hundred Thousand Dollars ($2,500,000) annually commencing in the year 2005, on the anniversary date of the execution of the Interlocal or upon the,- cannencement of Port operations under Phase II of the Project, whichever occurs first, and every year thereafter until the earlier termination or the expiration of the initial teen of the Interlocal. In the event that the County does not elect to undertake Phase II of the Project prior to the expiration of the Option Term, then the County shall continue to make annual minimum guaranteed payments in the amount of. Two Million Dollars ($2,000,000). In such event, additionally conmencing on the expiration of the Option Term and every year thereafter, the City shall receive directly from any third party participant in the development of Non -Port Facilities, the first - 12 - -4- 261 Five Hundred Thousand Dollars ($500, 000) of any mi.ni.m= payment due front such third party in connection with the Non -Port Facilities. In addition to the mi n i m,m antuual pwpuents the City shall xeceive the following: i) Commencing in 1997, - the City shall receive an dmount equal to twenty percent (20%) of net revenues (as term "net revenues" will be defined in the Interlocal) produced by the Project (including Port revenues, Parking revenues, Park revenues and Specialty Attraction revenues). ii) In addition to the guaranteed annual payment set forth above, cram encing in 2005, or upon the commencement of Port operations under Phase II of the Project whichever occurs first, and continuing until the earlier termination or the expiration of the initial term of the Interlocal, the City shall receive the first One Million Dollars ($1,000,000) of net revenues from the Project (as described above) plus an amount equal to twenty percent (20%). of the balance of net revenues from the Project. iii) Except for all minim= guaranteed payments set forth in Section 7(B) and (C) hereof, payments under this Section 7 shall be subordinated to any debt service required in connection with the issuance of general obligation bonds and other expenses of issuance and administration for said bonds required to finance all or a portion of the "Phase I" Project, but shall not be subordinated to any debt service and other expenses of issuance and administration in connection with the issuance of any revenue bonds issued to refund or refinance general obligation bonds or otherwise finance all or a portion of either Phase I or Phase II. - 13 - 14- 261 iv) For the purposes of this Agreement and the Interlocal, Port revenues and expenses shall be limited to revenues derived fram, and expenses incurred in connection with, the Port operations on the City Property only. Neither revenues generated nor expenses incurred in connection with other facilities or locations of the Port of Miami or of the County shall be included in determination of Port revenues or expenses attributable to the Project. 8. The County shall commence construction of Phase I of the Project, as further defined in Exhibit C, incorporated hereto by reference, no later than one year after the execution of the Interlocal and shall be completed no later than October 1, 1997. Notwithstanding the aforementioned, in the event a DRI is required, the County shall commence construction of the Project no later than two years after execution of the Interlocal. 9. The Interlocal shall provide for the creation of a separate legal entity which shall be known as the "Maritime Park Board" (the "Board") which shall be constituted in the f6llowing maruver and for the following purposes: A. The Board shall consist of two (2) members of the City Ccmmission and two (2) members of the County Ccmmission. B. The Board shall review and approve the planning and design and the development program for the Non -Port Facilities. Final approval of the Non -Port Facilities development program shall be subject to ratification (yes - no vote) of the City Commission and the Board of County Commissioners. The parties agree that approval shall not be withheld so long as the development program of the Non -Port Facilities shall be substantially in accordance with the development program for Non -Port Facilities described in the Interlocal. - 14 - 194- 261 C. The Board shall review and approve the Project construction budget for the Non -Port Facilities. Final approval of the Non -Fort budget shall be subject to ratification (yes - no vote) of the City Carmission and the Board of County Camlissioners. Approval shall not be withheld provided that the County's contribution is not in excess of the amount agreed to in the Interlocal. D. The Board shall solicit, evaluate and select all third party developers of Non -Port Facilities. Final approval of all third party developers and any leases awarded in connection therewith shall be subject to ratification (yes - no vote) of the City Camiission and Board of County Commissioners. Approval shall not be withheld provided that the selected developer shall be reputable, with demonstrable financial strength and a verifiable history of successful completions of similar projects of comparable magnitude. E. The Board shall review and make recammendations to the Port regarding the compatibility of the design of the Port Facilities with the development of the Non -Port Facilities. The Port shall use its best efforts to adopt the recommendations of the Board. F. With respect to Non -Port Facilities, the Board shall be authorized and empowered to: a) enter into contracts on behalf of the Board. b) employ technical staff and consultants including but not limited to architects, planners, engineers, and accountants. c) expend allocated funds for the design, development and construction of the Non -Port Facilities. 04- 261 - 15 - d) reallocate budget line items provided that such reallocation does not exceed the approved budget. e) make and approve such change orders as are necessary to facilitate construction and development, provided that such change orders do not exceed the approved budget dr alter the essential character and components of the approved development program of the Non -Port Facilities. f) exercise all other powers allowed by the provisions of Chapter 163, Part 1, Florida Statues and Charters of the County and City. 10) In the event that the Port ceases to operate the Port Facilities, upon expiration or earlier termination of the Interlocal, for' any reason, all improvements, including the Port Expansion, shall became the property of the City. In such event the County shall, at County's sole cost and expense, retrofit the Port Expansion Facilities. for such Non -Maritime uses as shall be further clarified by the parties in the Interlocal. - 11) The County, at county's sole cost and expense, shall be responsible for the maintenance of the Port Facilities and the Park. The City shall be responsible for the programing and operations of the Park. The third party developer, provided for in section 8(d), shall 'be responsible at its sole cost and expense for maintenance of the Speciality Attractions. 12) In the event Casino Gaming (either land or ship based) is legalized in the City of Miami, the parties hereto shall in good faith negotiate an amendment to the Interlocal for purposes of determining whether or not casino gaming will be allowed on the City Property, - 16 - 94- 261 and if so, the apportionment of any revenues in connection therewith attributable to gaming operations conducted in conjunction with the Project. 13) In addition to the matters addressed above, the Interlocal may provide for any and all other matters necessary to sVccessfully undertake the Project, as may be authorized by law. If any provision of this Agreement, or any article, paragraph, sentence, clause, or word, or the application thereof, is held invalid, the remainder of the Agreement shall be construed as if such invalid part were never included herein and the Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. p tiM ON r DWA OOOPERATIC1 The parties hereto agree to cooperate in all aspects of the planning, design, developmnt and construction of all improvements in connection with the Project, during the term of this Agreement and pursuant to the Interlocal, in order that the Project and its carponents shall be developed in an integrated fashion and shall function as efficiently as possible. ARTICLE XIII NO DIVER The failure of any party to this Agreement to insist upon timely performance of any obligation or responsibility hereunder by any other party hereto shall not be deemed a waiver of, or excuse of, the performance of any such obligation or responsibility. - 17 - 04- 261 ARTICLE XIV T'ERMII ATICN OF THIS AGREEMENT C The rights, duties and obligations of the parties under this Agreement shall terminate upon execution of the Interlocal. However, in the event that the parties hereto have not performed and/or complied with all thb terms and conditions of this Agreement by November 30, 1994, either party hereto may terminate this Agreement. ARTICLE XV FDXECUT!ICN DATE This Agreement shall take effect on the date of its execution by the last of the parties to execute this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. ATTEST: MATTY HIRAI City Clerk HARVEY RUVIN Deputy Clerk DATE: CITY OF MIAMI, a municipal Corporation of the State of Florida BY 11 CESAR H. ODIO City Manager DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY CO A'Il'2ISSIONERS By JOAQUIN G. AVINO, P.E., P.L.S. County Manager �OA_ 261 APPROVED AS TO FORM AND CORRECTNESS: city. M477/ APPROVED AS TO FORM AMID LEGAL SUFFICIENCY: - 19 - ROBERT GINSBERG County Attorney .4- 261 i it I 1(( 9 .jll I Ijl�ll LJ f 1 ' 1 I.r►c ✓, wn, I IIGt� ��IK IWLr �fMl7 u, V�PM� IGlali Exhibit "A" 0 Noma PLAN C� i I VBLIV lUOd NON VgUV lWd 4 i fg, 21 11 Ly-, � "I 1�1-vwo . i &MM I�� l� 1❑���D — i —7 ----------------- m M-R �7' MR7, AREA' lt4l_ ALL UNDERWAIER I AND'.. A14U BERIHItir, I II oll II )JI .. .. ........ �-_j . ...... . . ...... . -- - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - Lam. Exhibit "B-1" PORT AREA Fag&L QFIOUbQ FLOOR SITE PLAN NON PORT AREA --- - - ----- t- W.91 �DMIIM p PORT AREA NON PORT AREA ` |/|| Exhibit " OVERALL THRD AND. FOUMH FLOOR PLAN wa----------- - - ---------`'--- - - --- - 1- � . H. Lh / �� PORT NON PORT AREA | _] EARLY EARLY ORIG START FINISH DUR 6 EVELOPMENT AGREEMENT NEGOTIATIONS WITH CITY I`—�-- FINANCING INT RLOCAL AGREEMENT WITH CITY CREATION OF MARITIME PARK BOARD USERS AGREEMENTS LAND USE PERMITS DRI,ZONING,ETC (Assumes No DRI) R ENVIRONMENTAL PERMITS F NIS MASTER PLAN DESIGN BULKHEAD & APRON BULKHEAD & APRON CONSTRUCTION DESIGN MARITIME PARK BUILD MARITIME PARK MULT MODAL - DESIGN MUL IMODAL - CONSTRUCTION Plot gate SfiPR4 rctw a.raaty let= 't , a , Beraello, HJe1ll c Pertren, Inc. Deta . I I" ""6 MARITIME PARK - PHASE I ?roket start l ,,, a "' . kt,v,ty MASTER PLAN PraJact /lnlah 31DEC9al PRELIMINARY SCHEDULE tolPrleevem8vetme, Inc, -- -- ------._-- _--- _ Cep Cep C� CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Cesar Odio City Manager :i21ie O. Bru FROM: Assistant City Attorney DATE : April 15, 1994 FILE: A-92-306 SUBJECT: Follow-up on Commission Action April 14, 1994 Meeting REFERENCEharitime Port Project ENCLOSURE, re -Development Agreement rnrrcnt i vn ni, i t-ri A i m naoA Attached are two original documents entitled Pre -Development Agreement (the Agreement) revised in accordance with the clarification pertaining to Section 7(c)(iii), set forth on page 13, which was provided to the Mayor and Commissioners by Commissioner De Yurre at the time the Agreement was considered and voted on. Pursuant to commission directives, please confirm that the Board of County Commissioners has accepted the Corrective Quit -Claim Deed prior to executing the Agreement. Please have the executed Corrective Quit -Claim Deed delivered as soon as possible to: Stephen P. Clark Center Bob Krawcheck, Assistant County Attorney 111 N.W 1st Street, Suite 2810 Miami, Florida 33128-1993 Also, please make sure that all the proper individuals at the county receive a copy of the Agreement, as clarified yesterday. Thank you. Enclosure cc: Matty Hirai City Clerk Eduardo Rodriguez Director of Asset Management 04- 260 94- 261 JORDEN Bt.'RT BERENSO` & KLINGENS`11TH • a•a••.E aS- .._: as^rr 1S ^,ti• •SS' ".5 ... gA,_•E.._ a.FN„F 5, 'F M.AM FlO R'CA ���' 2P=J WRITER S DIRECT NO (305)347-6819 April 11, 1994 Via Telefaz Mr. Bob Ginsburg, County Attorney Metropolitan Dade County Metro Dade Center III N.W. Fast Street Miami, Florida 33128 Dear Bob: This will confirm my notice to you today that the Parks Preservation Article of the Metro Charter applies to Bicentennial Park and prohibits its reconveyance to the City of Miami under the conditions contemplated. At the time the Amendment was adopted the title to Bicentennial Park resided in Dade County. The Parks Charter Article specifically applies to parks lands owned by the County within any municipality even though the municipality rejected the Parks Article. The Parks Preservation Article provides: "No park facilities shall. . . .be converted to or used for non -park offices, purposes, or uses." "The provisions of this Article shall be liberally construed in favor of the preservation of all pa$'tdk,tied into aquatic preserves, and preservatiorecorn in lands. � I/ item i iLy d;lerl SUITE 400 EAST 025 THOMAS JEFFERSON STREET. N W WASHINGTON, DC 20007-0805 (202) 965 - 8100 (�) � BI-RT BERF`SON' NI I I'H Bob Ginsburg, County Attorney April 11, 1994 Page 2 A conveyance by the County is clearly a conversion and in view of the Pre - Development Agreement proposed between the County and the City of Miami the lands are proposed to be reconveyed for use for a number of non -park purposes. Sincerely, 1 vzk' 94- 261 iii) Except for all minimum guaranteed payments set forth in Sections 7(B) and (C) hereof, payments under this Section 7 shall be subordinated to any debt service required in connection with the issuance of general obligation bonds and other expenses of issuance and administration for said bonds required to finance all or a portion of the "Phase I" Project, but shall not be subordinated to any debt service and other expenses of issuance and administration in connection with the issuance of any revenue bonds issued to refund or refinance general obligation bonds or otherwise finance all or a portion of either Phase I or Phase II. ubmitted into the public Y ecord in convection IVith item % G on Matty Hirai City Clerk APR— 6-194 WED 1 me P. 02 CITY OF MIAK rLORI©A INTOR-OFFICE MEMORANDUM l To- Honorable Mayor and Members of t FROM :C io ActeYu Cit Pneocer (Commissioner • DATE ` April 6,1994 SukUECT : REFERENCES: CNOLOSUR68 mi Pro -Development Agreement Maritime Park Project it is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute a Pre -Development Agreement by and between the City and Metropolitan Dade County, in substantially the attached form, providing for the development of the waterfront properties known as Bicentennial Park and the FEC property for purposes of the expathsion of the existing; Port ormiami and the creation of park facilities, specialty attractions, it public garden facility and a connector bridge to Hayside. I-T6110 1.01 :� ►!! The Port of Miami has proposed wrtain improvements to the downtown waterfront properties known as Bicentennial Park and the FCC property that would constitute implementation of the Miami Downtown Waterfront Master Plan adopted by the City Commission on May 28, 1987 (Resolution 87.515). The project generally consists of 4 port terminal facilities servicing 4 cruise ship berths and one visiting ship berth, the development of open space and park areas and the development of specialty attractions and related amenities serving residents and tourist visitors to South Florida. The project will be constructed in two phases, Phase 1 on the PLC property and adjacent deep water slip and Phase II on Bicentennial Park property. In order to undertake completion of the project Commissioner DeYurre and the City Manager have negotiated a prc-development agreement with Dade County that sets forth certain conditions which are pre-n-yuisites to execution of an interlocal Agreement by and between the City and the County which will provide for the joint development of the project and sets forth the terms and conditions of the Handing and development responsibilities for project implemention. The pro -development agreement provides for the County's procurement of an environmental audit, revision of the Unison Study and the City's provision of a title opinion. Additionally the 94- 261 APR- 6-94 WED 14 .-,,49 P. oz pro-dovelopment agreement sets forth basic terms and conditions that establish the *amowork of the lnterloc;al Agreement consisting of the following: 015 1) Project Ulements and Costs - The first phase of the Project (FEC) shall consist of Port and Non -Port facilities including: A. Overall site infrastructure including roadways, utilities, fill, and site preparation......................................................................$38.0 million H. Port Facilities consisting of Terminals..........................................$9.6 million Bulkheads.................................................................................$7.0 million Gangways..................................................................................$2.5 million C. Narking Garage for Port and Non -Port visitors of 900 spaces ........ $11.0 million D. Public park improvements..............................................................$9.1 million E. Public Botanical Gardens................................................................S5,0 million F. Public Museums..............................................................................$30.0 million 0, Pedestrian Bridge to Rayside.........................................................$12.0 million $124.2 million 2) Financing - the: County agrees to finance an amount of not less than $124.2 million dollars for the full first phase construction on the FEC property that is scheduled to commence in 1995 and be completed by 1997. 3) Term - 45 Years with three fifteen year renewal options. 4) Port Operations - Port of Miami will plan, design, construct and operate the Port Facilities 5) Existing City Obligations - The County will assume certain existing City liabilities and contractual obligations in connection with the property. 6) Bicentennial Park - County agrees to provide maintainance at the County's sole cost and expense of Bicentennial Park for public park uses for a period extending from the present until commencement of Phase 11(not later than ten years from date of interlocal Agreement) and agrees to preserve City rights to develop or improve Bicentennial Park for any other purpose during that term. 7) Phase 11- County agrees to provide financing of not less than $55 million for construction of non -port facilities (park and attractions) prior to commencement of Phase Ii. S) Fire Station - City retains rights to construct a fire station within Bicentennial Park, 2 94- 261 APR-- 6--94 WED 1 4,,L 46 P . 04 9) Return to City - in exchange fbr development rights to construct Port facilities on the City properties and in addition to funding and constructing the above described non -port facilities, the County agrees to pay the City over tho term of the agreement: A. A guaranteed payment of $6,000,000 upon execution of the Interlocal Agreement. B. A minimum guaranteed payment of $2,000,000 annually commencing in 1997. Delays in construction of at least one year that are beyond the control of Dade County shall result in a deferral of not more than $2,000,000 in payments to the City. if such detbrml is necessary. payment to the City shall be made in equal annual installments of $400,000 over the subsequent 5 years with the first payment due one year after the original due date for the $2,000,000 payment. C. An increase in the'minimum guaranteed payment to $2,500,000 annually commencing in the year 2005 on the anniversery date of the execution of the agreement or commencement of Phase 11, whichever comes first, for the term of the agreement. 1fPhase 11 is not built, the minimum annual payment firum the County remains at $2,000,000, but the City shall receive the first $500,000 of any minirnuin payment due from third party tenants of the non -Port facilities within the Project. D. Commencing in 1997 the City shall receive 200/6 of net project revenues. E. Commencing in the year 2005, the City shall receive the first $1,000,000 of net project revenues plus 20% of the balance of the nut project revenues. 10. Maritime Park Board - The intcrlocal Agreement will create a suparate entity known as the Maritime Park Board consisting of two members of the City Commission and two members of the County Commission. The Board will review and approve the development program, the project construction budget and solicit, evaluate and select third party developers of the non -port facilities. The above described decisions of the board are subject to ratification by the City and County Commissions. Upon satisfactory performance of these obligations, the City and County will negotiate the final terms and conditions of the Interlocal Agreement, if by November 30 ,1994, the City and County have not perfonned and satisfled all the terms and conditions of the pre -development agreement, either party may tertninate the agreement. 3 04- 261 CITY OF MIAM1, FLORIDA INTER -OFFICE MEMORANDUM TO ; Matty Hirai DATE : April 6, 1994 FILE City Clerk SUBJECT: Request to publish Notice for Public Hearing Herbert J. Bailey FROM : Assistant City Mana REFERENCES: Department of Development and ENCLOSURES Housing Conservation Please Make arrangements to publish a Notice of Public Hearing for April 14th meeting at 10:00 am for the Maritime Park Project Pre -Development Agreement. Approved: Josephina Argudi Assistant to the City Manager II 6- at 4 - 261 SE\ f BY: '` 4- 1-94 :1 U , 364NI r DEFT. 2,< CITY OF MIAMI, FLORIDA NOTICE TO TEE PUBLIC PLEASE ALL TAKE NOTICE TEAT a public hearing will be held by the City Commission of the City of Miami. Florida, on April 14, 1994, at 10:00 a.m., in the City Commission Chambers at City Ball, 3500 Pan American Drive, Miami, Florida, on the proposed development of certain oity-owned waterfront property known as the F.S.C. property and Bicentennial Park property for purposes of facilitating the expansion of the Port of Miami and providing oultural and recreational amenities, as well as open park areas, in cooperation with Metropolitan Dade County pursuant to in Interlooal. Agreement. All interested persons are invited to appear and may be heard oonoerning this item. Should any person desire to appeal any decision of the City Commission I with respect to any matter considered at this hearing, that person shall ensure that a verbatim record of the proceedings is made. including all testimony and evidence upon which any appeal may be based. (CITY SEAL) (1960) MATTY HIRAI CITY CLERK CITY OF MIAMI, FLORIDA a14- 261 7 ,413 L SECTION SATURDAY, LOCA APRIL 9,1994 Goof. in deed, muddles -port project By DEXTER FILKIN8 And PETER 8LEVIN Herald Staff Writers The city of Miami thought it was giving away a corner of Bicentennial Park set aside for a sewer. But somebody screwed up 20 years ago, and the city gave away the entire park. You read that right: Over two decades, Miami has spent mil- lions of dollars building, main- taining and policing a park it apparently does not own. Now that long -ago clerical error has turned into a political Flap, threatening to derail a mul- timillion -dollar port project and amicable relations between the city and county governments. `If it was a mistake, `That's what makes too bad. It's a done '. lawsuits.' deal,J.L.PLUMMER, ARTHUR TEELE, Mlaml city commissioner Metro Commission chairman Metro says it Owns the park, thanks to a. messed -up deed from the city. Commission Chairman Arthur Teele is talking tough, saying the county might Just keep it. The city says the old error ought to be corrected. if it was a mistake, too bad," Teele said. "It's a done deal. That park belongs to the citizens of Dade County." Retorted Miami City Commis- sioner J.L. Plummer: "That's what makes lawsuits." Teele says he'll hold the park and the poll expansion hostage until the city promises to under- take certain improvements in Overtown. The fracas has its roots in 1975, before Bicentennial Park was even built. The city of Miami decided to turn over its sewers to Metro -Dade, including a pump station in the middle of what later became the park. Legal documents were drafted. Pens and seals were readied. But instead of giving the pumP station to Metro, the city inad- vertently kept the pump station — and signed away the remain- der of the 33-acre park. Someone PLEASESEE PARK, 3B Bicentennial deed' rror turns dark into political battlefield.-. PARK, FROM 16. it's not clear who — inserted the legal description of the park, instead of the description of the pump station, into the deed. "1t must have been one hell of a big mistake," Port of Miami Director Carmen Lunetta said. The old deed, dated May 27, I975, was signed by then -Miami City Manager Paul W. Andrews and City Clerk H.D. Southern. Bicentennial Park, named for the 200th anniversary of American independence, opened a year later. City taxpayers paid $5.3 .million to develop it. "To the best of my knowledge, ' it -was,a mistake," said Metro's water and sewer director, Tony Clemente. "I don't know how it :happened. I wasn't there." The screw -up went unnoticed for 19 years: A Metro staffer :apparently noticed it recently .while doing a title search. The identity of that staffer was unclear Friday night. "It's amazing," said Assistant County Attorney Jan Stra horn. "It's been lying there for 20. years." When the error surfaced, Miami -city officials thought the matter could be resolved quickly. They drafted a corrected deed, and Miami commissioners approved it last month. z Bicentennial Y Park .. . 395 - .,a LLI > w�y� s> o %: cli Z ZRC Baysld@ mama.: L•Fte SEAN TEVIS ! Herald Staff Not so Metro.. , . That same day, the corrected deed came before Metro's Physi- t-al Environment and Land Use Committee. The committee was planning to discuss the deed before sending it on to the full Metro Commission for .,final approval. Commission Chairman Teele, who sits on the committee, blocked the item from being con- sidered. Teele says now that as far as he's concerned, Bicenten- nial Park is owned by county tax- payers — and Metro is not giving it up without a price. "The deed says what is says," said Teele, a lawyer. "Every law- yer I've talked to says it is legally binding." At stake is not just the park, but a proposed $200 million expansion the county has been negotiating with the city of Miami. The port, controlled by Metro, wants the city to turn over the park for the expansion. Teele says he may hold up everything until the city commits itself to unspecified improve- ments in nearby Overtown. That neighborhood will be greatly affected by the expansion, Teele said. ' "There is no way that I can rec- ommend that we turn over the park to the city of Miami until we reach an agreement. on the port expansion," Teele said. "The people of Overtown have been screwed long enough." Miami officials were not amused by Teele's threats. The whole thing could end up in court. "That kind of attitude from my dear friend Art Teele will cause nothing but problems," said Plummer, the city commissioner. "I feel very bad that the port expansion will be delayed for three to five years.' The whole matter, water and, sewer director Clemente -said, never would have arisen had peo- ple just paid attention in 1975: "Someone should have caught 94- 161