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Home My WebLink AboutR-91-0041J-91-3 _4 1/10/91 41 RESOLUTION NO. y A RESOLUTION APPROVING THE APPOINTMENT OF SUCH SPECIAL LEGAL COUNSEL AS MAY BE DESIGNATED BY THE CITY ATTORNEY AND THE OFF- STREET PARKING BOARD TO REPRESENT THE INTERESTS OF THE DEPARTMENT OF OFF-STREET PARKING FOR A FEE NOT TO EXCEED $7,500, TO BE PROVIDED FROM DEPARTMENT OF OFF-STREET PARKING FUNDS, IN THE PROPOSED TRANSFER OF CERTAIN REAL PROPERTY OWNED BY THE DEPARTMENT OF OFF-STREET PARKING AND REFERRED TO AS "LOT 10" TO THE CITY OF MIAMI, FLORIDA, LOCATED AT APPROXIMATELY NORTHWEST 1ST AVENUE BETWEEN NORTHWEST 4TH STREET AND NORTHWEST 5TH STREET, MIAMI, FLORIDA, IN CONNECTION WITH THE NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CORPORATION, INC.'S PROPOSED "STATE PLAZA" PROJECT. WHEREAS, the City Commission has requested the Department of Off -Street Parking and its Board to consider a conveyance of the land referred to as "Parking Lot No. 10" located at approximately Northwest 1st Avenue between Northwest 4th Street and Northwest 5th Street, Miami, Florida, to the City of Miami in furtherance of the proposed State Plaza Project submitted by the New Washington Heights Community Development Corporation, Inc.; and WHEREAS, the City Attorney has recommended that special legal counsel be retained to represent the interests of the Department of Off -Street Parking in this transfer; 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. CITY CONIMISSION MEETING OF JAN 10 1991 aUMMON a 1- 41 1 Section 2. The appointment of such special legal counsel as may be designated by the City Attorney and the Off -Street Parking Board to represent the interests of the Department of Off -Street Parking in the proposed transfer to the City of Miami of "Parking Lot No. 10" located at approximately Northwest 1st Avenue between Northwest 4th Street and Northwest 5th Street, Miami, Florida, from the Department of Off -Street Parking in connection with the New Washington Heights Community Development Corporation Inc.'s proposed State Plaza Project, is hereby approved for a fee not to exceed $7,500, said sum to be provided from Department of Off -Street Parking funds. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 10th day of,,_-,'_ Janu ATTES MATTY 'H I RA I , PREPARED AND APPROVED BY: 'At,1 or"_ G MIRIAM MAER HIEF ASSISTANT CITY ATTORNEY APPROVED AS TO FORMiAND CORRECTNESS: JORGEL. FER ANDEZ CITY ATTORNE GMM/rma/bss/M1939 VIER L. , 1991. Z , MKYOR - 2 - 91-- 41 JORGE L.�RN Qd City n �y tti;�t'I,17 January 23, 1991 George F. Knox, Esq. Kubicki, Draper, Gallagher & McGrane City National Bank Building 25 West Flagler Street Penthouse Miami, Florida 33130-1712 Re: State Plaza Project - Our File No. A-89-528 Dear George: (.305) 579-6700 Telecopicr: (305) 579-3399 I understand what a priority the State Plaza Project is to you. As you know, my assistant, G. Miriam Maer, sent you our comments on your draft lease in her letter dated August 13, 1990. I am attaching a copy of her letter for your convenience. Except for your letter dated August 21, 1990, (please see copy attached hereto), in which you acknowledge receiving our comments and indicated that you would be responding thereto, we have not heard or received any further communication from you in this regard, nor have we received your promised revised lease. I look forward to receiving your next draft. Please believe me - we want to do our best on this and Miriam will devote priority attention to such draft, but clearly I must receive something from you to review. Sincerely„, %, Jorjge L. Fe nandez City Attorn y GMM:ra:P730 Enclosures cc: See Attachments fi V- 9/ OFFICE OF THE CITY ATTORNEY/1100 AmeriFirst Building/One Southeast Third Avenue/Miami, Florida 33131 91- 41 George F. Knox, Esq. January 23, 1991 Page 2 cc: Xavier L. Suarez, Mayor (w/enclosures) J.L. Plummer, Jr., Vice -Mayor (w/enclosures) Dr. Miriam Alonso, Commissioner (w/enclosures) Miller J. Dawkins, Commissioner (w/enclosures) Victor H. DeYurre, Commissioner (w/enclosures) Cesar H. Odio, City Manager (w/enclosures) Matty H. Hirai, City Clerk (w/enclosures) Sergio Rodriguez, Director Planning, Building & Zoning Dept. (w/enclosures) Elbert L. Waters, Assistant Director Planning, Building & Zoning Department (w/enclosures) Janet Gavarrete, Executive Assistant to City Manager (w/enclosures) Matthew Schwartz, Assistant Director Department of Development (w/enclosures) G. Miriam Maer, Chief Assistant City Attorney 91-- 41 �* 0 �-ffltztmt #t� of JORGE L. FERNANDU City Altornvy HAND DELIVERED George F. Knox, Kubicki, Draper, 25 West Flagler Penthouse Miami, Florida 33130 1'J i.11.1 Ili 11�^ August 13, 1990 Esq. Gallagher & McGrane Street Re: State Plaza Project - Review of Draft Lease Our File No.: A-89-528 Dear George: (M) 579.6700 TvIeto►iier: (305) 374-4730 • Congratulations on your new association with the law firm of Kubicki, Draper, Gallagher & McGrane! I know they are thrilled to have you join them and trust it will be a mutually fulfilling relationship! Attached, as promised, is our first draft of the management agreement for your consideration. I have also reviewed your July 13, 1990 draft of the proposed lease agreement for the State Plaza Project and submit the following comments and concerns to you. These substantive comments are intended as an overview of the document and include comments from Michael Kosnitzky, DOSP Board Member. Please provide appropriate language for our consideration to address the issues of condemnation, insurance, repair and maintenance of the improvements, damage and destruction to the improvements, and to provide my client with prior approval rights in connection with the proposed uses of the site, proposed site plan, plans and specifications for the project. You should also include a proposed construction schedule for our approval (this could be an additional exhibit to the lease). Please also include language for our review to the effect that, upon either expiration of the Lease term or upon termination of the agreement and the Lease with respect to the property, (one of the remedies to be provided to DOSP in an Event of Developer's Default) title to the improvements shall vest in DOSP and DOSP may re-enter and repossess the property and the improvements thereon without further process of law, and that Developer in such event waives any demand for possession and agrees to surrender and deliver the property, including all improvements, to DOSP without process of law immediately upon such expiration or termination. OFFICE OF THE CITY ATTORNEY/1100 Anwiffiist Ruilding.'Oni, Southeast Third Awnue/Miami. Florida 33131 91- 41 r. 10 George August Page 2 F. Knox, Esq. 13, 1990 Please also include Language for our consideration setting forth DOSP's specific remedies if an Event of Developer's Default should occur, in addition to the right of termination referred to above, which remedies shall be cumulative and shall include specific exercise of our rights under the guaranties. The guaranty provision must be expanded to include, if the DOSP terminates the lease due to an Event of Developer's Default, a commitment for completion of the project and performance of all the terms of the lease, including payment of all sums due thereunder, as well as a guaranty of the performance of all of your client's obligations under the separate management agreement. Please include language to the effeot that the DOSP will have the exclusive management of the garage including all collateral activities such as, but not limited to, advertising, car Oash, drop-off dry cleaning, shoe repair, etc. Please provide indemnification language for our review which serves to protect DOSP as landlord against any acts of other parties, including tort liability, etc. Please provide language for our review that any assignment or refinancing of the project shall be prohibited without prior written consent of DOSP, which consent DOSP can unreasonably withhold, and also that Developer shall not permit waste or impairment of the premises or of the improvements thereon. Furthermore, please provide in the Lease that Developer shall discharge any mechanic's liens that may be filed against the property. Please describe in detail in the lease the proposed "certain rights and certain air rights" referred to on the top of page 4 of the draft. With regard to Section 2.02 on page 4, DOSP will only, at the most, represent that DOSP has "good and marketable title, subject to permitted exceptions attached hereto on Exhibit 1". Please include a statement in the lease that this is a triple net lease, and further that DOSP shall agree to consent or formally join in any proceedings challenging public charges, etc. Qnly when such action is taken at developer's sole cost and expense. Also, please provide language stating that Developer shall comply with all laws, etc. Please provide language for our review that the Developer will be required to automatically provide to DOSP official receipts of appropriate taxing authority or other proof 91_-- 41 P.0 0 George F. Knox, Esq. August 13, 1990 Page 3 satisfactory to DOSP evidencing the payment of any public charges. Please provide language to the effect that the premises that are being leased to your client are being conveyed, and are accepted in, "as is" condition. Section 4.3 must be modified, as referred to above, to provide that upon default, and also upon exercise of the guaranty, as well as upon expiration of the lease, title to the improvements if any, shall vest in DOSP. Please provide language for our review providing that the rights and obligations of the parties to this Agreement shall be cumulative and that no waiver of any obligation of performance or other covenant imposed on Developer shall be considered a waiver of any other rights of DOSP under the Lease. In Section 5.1 regarding documentary stamps, please include surtax costs. With regards to the business terms, please know that your purported "typos" have been rejected - please adhere to the business terms as stated to you by my client at our previous meetings. Furthermore, please revise the business terms to provide for monthly payments. Please know that this letter does not address apparent inconsistencies, lack of defined terms and typographical errors, as we have focused our attention on the substantive areas involved. We reserve the right to make further substantive comments upon review of your revised document. I look forward to receipt of a revised draft so we may work together toward an expeditious -resolution of this transaction. Sincerely, G. Miriam Maer • Chief Assistant City Attorney GMM:ra:P492 Encls. ce: Michael Kosnitzky, Esq. John J. Mulvena Executive Director Department of Off -Street Parking " Ir 7 � - C/ / 91- 41 O G GENE KUBICKI DANIEL DRAPER, JR BETSY E. GALLAGHER MILES A M;:GRANE, III ROBERT F. BOUCHARD JON O. DERREVERE MARTIN VAN HAASTEREN CAROL SCOTT DAVID KNIGHT GAIL L. KNISKERN ANTHONY L. PIETROFESA ELWOOD T. LIPPINCOTT, JR. KENNETH M. OLIVER VIRGINIA EASLEY JOHNSON RICHARD W. HOFFMAN r.� i nw prrlcrt; KUBICKI, DRAPER, GALLAGHER 81 MCGRANE A 11!(lrI ..,-11NA1 A!,!j0CIATION F'ENTFIOUSE. L,ITN tIA110NAL BANK BUILDING 25 WEST FLAGLER STREET MIAM1, FLORIDA 33130-1712 305 374 I?12 TLLEX 50130 FAX 374 7846 ROBERT B BROWN. III JOSEPH J KALBAC. JR STEPHEN W SCHWED JAMES O WILLIAMS, JR DAVID L. KAPLAN J. DAVID GALLAGHER THOMAS A CULMO GARY S. DICKSTEIN LAURA S LUTTGE DENNIS J. MURPHY CHARLES MUSTELL FRANK J. BLOTNEY, JR GEORGE F. KNOX OF COUNSEL AUBREYL TALBURT J. FRANK BRADLEY August 21, 1990 Miriam Maer Assistant City Attorney Amerifirst Building City of Miami Law Department 1 S.E. 3rd Avenue, Suite 1100 Miami, Florida 33131 Dear Miriam: WEST PALM BEACH OFFICE SUITE 90, FORUM III 11575 PALM BEACH LAKES BOULEVARD WEST PALM BEACH, FLORIDA 33401 407 640.0303 FAX 640 0524 FORT LAUDERDALE OFFICE THE 110 TOWER 110 SOUTHEAST 611, STREET 151'1 FLOOR FORT LAUDERDALE. FLORIDA 3330, 305 768 0011 FAX 768, OSIA Thank you for the draft of the management agreement and your comments about the lease agreement. We will forward the management agreement draft to Mr. Mansour and we will make the modifications that you suggested in the lease agreement. Sincgrety-,, George F. Knox For the Firm GFK/mg cc: Jack Mulvena/Director of the Off -Street Parking Authority Jackie Bell- NWRCDC Ar (� 144 - V/ 91- 41 11 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM 0 24 TO : Honorable Mayor and Members DATE : December 19, 1990 F'LA_90-944 of the City Commission SUBJECT.: City Commission Meeting of January 10, 1991, Resolution for Department FROM: J rge L. ernandez REFERENCES: of Off -Street Parking Sale City Atto ey of Lot 10 to the City of ENCLOSURES: Mimi (NWHCHC Proposed Development) Attached please find a proposed Resolution regarding the appointment of special legal counsel to represent the Department of Off -Street Parking in the proposed transfer of Lot No. 10 to the City of Miami in connection with the New Washington Heights Community Development Corporation, Inc.'s proposed State Plaza Project. This item is scheduled for the January 10, 1991 City Commission Meeting. JLF : GMM: ra: P6 98 Enclosure cc: Cesar H. Odio City Manager Matty Hirai City Clerk John J. Mulvena, Executive Department of Off -Street Director Parking (w/enc.) Z H -, 91_- 41