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HomeMy WebLinkAboutR-88-0981# IP J-88-945 10/4 /88 RESOLUTION NO. SS- 9fCQ1 A RESOLUTION CONDITIONALLY AUTHOR77INC= THE CITY MANAGER TO FXFCUTR AN AGRFFMPNT, IN SUBSTANTIALLY THE FORM ATTACHED HERETO, BETWEEN MIAMI CENTER JOINT VENTURE AND THE. CITY OF MIAMI, PROVIDING FOR EARLY USE OF A PREVIOUSLY GRANTED EASEMENT FROM MIAMI CENTER JOINT VENTURE FOR CONSTRUCTION OF A TEMPORARY RIVERWALK ALONG PORTIONS OF BISCAYNE BAY AND THE MIAMI RIVER IN THE DUPONT PLAZA AREA; AND AUTHORIZING AND DIRECTING THE CITY CLERK TO RELEASE SAID EASEMENT AGREEMENT FROM ESCROW AND CAUSE SAME TO BE RECORDED IN THE PUBLIC RECORDS OF DADE COUNTY. WHEREAS, Miami Center Joint Venture is the owner in fee simple of certain land situated at the mouth of the Miami River in Downtown Miami; and WHEREAS, on January 21, 1983, Miami Center Joint Venture granted an easement over said property to the City of Miami for purposes of a public Bayfront Walk; and WHEREAS, the aforesaid easement was granted to satisfy requirement of a development order issued by the City via Resolution No. 79-396; and WHEREAS, the City Commission, via Resolution NO. 83-130, accepted Miami Center's grant of easement for the Riverwalk but agreed that said easement would be held in escrow and not recorded by the City Clerk until proposed construction on the site was completed by the owner or lessee, or the year 1990, whichever was later; and WHEREAS, the City of Miami is desirous of constructing a Temporary Riverwalk along the same route graphically depicted on the Exhibit which was attached to the January 21, 1983, Grant of Easement now held in escrow; and WHEREAS, Miami Center Joint Venture, as owner of the site of the proposed Temporary Riverwalk and grantor of the 1983 easement, has agreed to allow the early release from escrow of ATTP-11% eye ;�uu1',wr•�i�IG CITY COMMISSION MEETING OF OCT 27 1968 RESOLUTION No.88-2121 REMARKS: the easement to the City for purposes of the Cit.v constructing a Temporary Baywalk as a public amenity, for a three (3) v,-ar period, subject to early termination if construction of the overall and underlyinq site is commenced: NOW, THEREFORE, RE TT RESOLVED BY THR CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized and directed to execute an agreement with Miami Center Joint Venture, in substantially the form attached hereto, providing for the early use of an easement agreement, presently in escrow with the City Clerk, to construct a temporary Riverwalk at the junction of Biscayne Bay and the Miami River. The subject area is set forth in the drawings which are attached to the subject aqreement and the survey sketch attached as an Exhibit to City of Miami Resolution No. 83-130, and incorporated herein by reference. Section 2. The City Clerk is further authorized and directed, upon receipt of a fully executed copy of the subject agreement, to release the Grant of Easement between the City of Miami and Miami Center Joint Venture dated January 21, 1983, from escrow and immediately cause same to be recorded in the Public Records of Dade County at City expense. Section 3. The actions authorized herein shall be subject to and contingent upon the City Commission accepting bids and awarding a contract for construction of the subject Temporary Riverwalk. PASSED AND ADOPTED this 1988. ATTE i MATTY HIRAI, CITY CLERK -2- 88-981. . 04% 6 PREPARED AND APPROVED BY: APPROVED AS TO FORM AND CORRECTNESA)— S: L E. MAXWELli J GE L. FERN NDEZ j AS+lSTANT CITY ATTORNEY Cl Y ATTORNEY JEM/db/M810 -3- I V AGREEMENT This Agreement is made this day of 1g8R, by and between Miami Center joint Venture ("MCJV"), a Florida Joint Venture and the City of Miami (the "City"), a Municipal Corporation of the State J Florida. W 1 T N E S S E T H: WHEREAS, MC,1V is the Owner of all of the Southern Portion of Tract. D, Block One of DuPont Plaza, accr)rding to the plat thereof as recorded in Plat Book 50 at Page 11 (the "Property"), al as more particularly described on Exhibit "A", attached hereto and by this reference incorporated herein; and WHEREAS, the City of Miami Commission issued a Development Order (the "D.O.") by Resolution No. 79-3'36, adopted on May 24, 1979, which D.O. has been amended from time to time and which establishes certain development rights and obligations with respect to the Property; and WHEREAS, the D.O. will require, contingent upon the commencement of construction of the development approved therein, that MCJV grant the City a 20 foot pedestrian easement for riverwalk purposes, construct a riverwalk (the "Riverwalk") on the easement area and maintain the Riverwalk in perpetuity; and WHEREAS, MCJV is not yet prepared to commence construction of any development on the Property and is not, therefore, presently obligated to grant the riverwalk easement, commence construction of the Riverwalk or maintain any Riverwalk; and WHEREAS, by Resolution No. 83-130, adopted on February 10, 1983, MCJV delivered a Grant of Easement (the "Easement") dated January 21, 1983 to the City, to be held in escrow by the City Clerk until the earlier of the completion of construction of the development approved by the D.O. or 1990, at which time the Easement was to have been delivered from escrow and recorded in the public records of Dade County, Florida; and WHEREAS, delivery of the Easement from escrow shall satisfy all of the requirements contained in the D.O. with respect to the granting of an easement for riverwalk purposes; and WHEREAS, the City desires an early release of the Easement from escrow; and WHEREAS, MCJV is willing to agree to an early release of the Easement from escrow on the terms and conditions more particularly hereinafter set forth. NOW, THEREFORE, for and in consideration of $10.00 cash in hand paid by the City to MCJV and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, MCJV and the City do hereby agree as follows: 1. The recitals hereinabove set forth are hereby acknowledged to be true and correct and are .incorporated herein by this reference. 2. MCJV shall, simultaneously with the date (the "Effective Date") of execution of this Agreement by the last of MCJV and the City, authorize and direct the City Clerk to release the Easement (a copy of which is attached hereto as Exhibit "B") from escrow and to cause the same to be recorded in the public records of Dade County, Florida. Transmittal of a fully executed copy of this Agreement to the City Clerk shall constitute such authorization and direction. All costs to record the Easement and this Agreement shall be paid by the City. 3. The City shall, within a reasonable time after the Effective Date, commence construction of a temporary riverwalk (the "Temporary Riverwalk") on that portion of the Property (the "Easement Area") described in the Easement. The Temporary Riverwalk shall be constructed substantially in accordance with the design sketch attached hereto as Exhibit "C" and shall be adequately lighted, all at the City's sole cost and expense. H8--981 4. The City shall, at the C i t y ' s sz-IP cest and expense, erect a security fence (in the location for such as is shown on Exhibit "C") between the Easement. Area and the balance of the Property for the purpose of protect inq the Proper t y from t respass by members Of the put,] ic. 5. Subject to the provisions of Paragraph 7 of this Agreement, the City shall maintain the Temp-i ary Riverwalk until the ]ater of: a. The date upon which the City discontinues the use, for the benefit of the public, of the Temporary Riverwalk, which discontinuance shall be evidenced by a physical barrier preventing access to the Easement Area by members of the public; or b. The date which is three years after the date the City completes the construction of the Temporary Riverwalk. 6. The City shall, and it hereby agrees to, indemnify MCJV and held MCJV forever harmless from any and all loss, liability, claim, obligation, demand, debt, suit, action or cause or causes of action (including_ attorneys' fees at both trial and appellate levels) which may be asserted against or suffered or incurred by MCJV or the Property for any reason or matter arising out of the terms of this Agreement, the granting or maintenance of the Easement, the construction, maintenance or use by the public of the Temporary Riverwalk or by or from any act or omission to act rif or by the Citv, its agents, employees or independent contractors in connection with the construction, maintenance and use by the public of the Temporary Riverwalk or the Easement Area. 7. At such time as MCJV is prepared to commence construction of the development permitted by the D.O., it shall give the City written notice thereof and the City shall thereupon grant MCJV a temporary construction easement over the Easement Area for a period of 30 months, during which time MCJV shall demolish the Temporary Riverwalk, construct its development and, incident thereto, construct the Riverwalk as required by the D.O. MCJV shall maintain the Riverwalk, after completion thereof, in perpetuity, all as is more particularly set forth in the D.O. B. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. 9. In the event that either of MCJV or the City should retain an attorney in connection with any litigation arising out of the terms or the subject matter of this Agreement, the prevailing party in such litigation shall be entitled to recover a reasonable attorney's fee and all of its costs in connection with such litigation from the other party. 10. Time shall be of the essence of each and every provision of this Agreement. 11. Except with respect to the timing and conditions concerning delivery of the Easement as hereinabove expressed, this Agreement shall not be construed to amend, affect, supersede or otherwise impact on the terms, rights, conditions and obligations of the D.O. 12. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. In the event that MCJV should convey title to the Property, all of the obligations set forth herein which are imposed on MCJV shall pass with title to the Property and MCJV shall be released therefrom. 13. This Agreement shall be recorded in the Public Records of Dade County, Florida immediately before the recordation of the Easement. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first hereinabove written. WITNESSES: APPROVED AS TO FORM D CO CTNESS: / iL or eJtorney Fernandez,s . ity PROVINCE OF ONTARIO) CITY OF TORONTO ) MIAMI CENTER JOINT VENTURE, a Florida joint venture By: Olympia & York Florida Equity Corp., a Florida corporation Managing Joint Venture Partner By: T.G. Hendry, Senior Vice President (SEAL) THE CITY OF MIAMI AV- jCesar H. Odio, City Manager Attest: Matty Hirai, City Clerk (SEAL) I hereby certify that on this day, before me, an officer duly authorized in the Province of Ontario to take acknowledgments, personally appeared T.G. Hendry, Senior Vice President of Olympia & York Florida Equity Corp., a Florida corporation, to me known to be the person described in and who executed the foregoing instrument and who acknowledged before me that he executed the same, on behalf of the Corporation. Witness my hand and official seal this , 1988. STATE OF FLORIDA) COUNTY OF DADE ) day of Notary Public, Province of Ontario My Commission Does Not Expire: (SEAL) I hereby certify that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Cesar H. Odio, City Manager of the City of Miami, a -3- 88-9� _ __ municipal corporation of the State of Florida, to me known to be the person described in and who executed the foregoing instrument and who acknowledged before me that he executed the same, on behalf of the City. Witness my hand and official seal this day of , 1988. v2 07415/001 agrmt EPM81888/092888 Notary Public, State of Florida at Large My Commission Expires: -4- pp�pp r Honorable Mayor and Members of the City Commission 0 Cesar H. Odio City Manager RECOMMENDATION: 19 CITY OF MIAMI FLORIDA INTER -OFFICE MEMORANDUM DA,E 0 CT 17 1988 F,�E SUBJECT Proposed Resolution: Agreement Between Miami Center Joint Venture and City of Miami REFERENCES Easement to City of Miami for Temporary Bay/Riverwalk at DuPont ENCLOSURES plaza It is respectfully recommended that the City Commission adopt the attached resolution which authorizes the City Manager to execute an agreement, substantially in the form attached, between Miami Center Joint Venture an e City of Miami, which provides for early use of an easement agreement, previously granted U Fie City by Miami Center JointVenture, now a in escrow by the City Clerk, for the purpose of allowing the City to construct a temporary bay/riverwalk at the north bankof-_ie Miami River, a -DuPont aza, within the subject easement. BACKGROUND: The Miami Center I Development Order (Resolution 79-396; May 24, 1979) required the public use of, and construction of, a bay/riverwalk along the bulkhead around the Miami Center I site, at the north bank and mouth of the Miami River, at DuPont Plaza. The baywalk, immediately east of the Hotel Intercontinental, was substantially completed, except for certain landscaping items and Chopin Plaza improvements, and the companion public use easement for this part of the baywalk was accepted by the City Commission by Resolution 83-129; February 10, 1983. The present owners of Miami Center existing, Miami Center Holdings Partners, have agreed to upgrade this portion of the baywalk. By Resolution 83-130, also on February 10, 1983, the City Commission accepted a 20-foot wide easement for the remainder of the bay/riverwalk, extending from the Hotel Intercontinental around the bulkhead to the DuPont Plaza Hotel. However, the resolution stated that this easement would be held in escrow by the City Clerk pending the completion of Phase II of Miami Center I; if no construction was to be completed by 1990, the escrow was to be dissolved, and the easement was to be recorded in favor of the City by the City Clerk. This easement is the subject of the present resolution. The $500,000 performance bond, posted y Ted Gould,o guarantee constructfon of this segment of the bay/riverwalk has expired. Subsequently, the controlling interest in Miami Center Joint Venture (MCJV) has been assumed by Olympia and York. Page 1 of 3 Iq `/ 88-981 9 t Resolution 86-828; October 7, 1986, the One DuPont Plaza Development Order, required construction of this segment of the bay/riverwalk in the amount of $500,000 prior to issuance of a cent-f;,.,ate of occupancy for Phase I of the proposed One DuPont Plaza project; funds or a performance bond in that amount were to be deposited with the City prior to issuance of a building permit for Phase I. This same Development Order required construction of an architectural focal point at Biscayne Boulevard (extended) in a like amount and like terms. ANALYSIS: The recommendation to proceed with this agreement is predicated on: 1. Both the Planning and Public Works Departments do not anticipate that a building permit will be requested for the One DuPont Plaza project anytime in the next 18-36 months, by which to trigger construction of the bay/riverwalk. 2. In the ordinary course of events, the easement will not be released from escrow in favor of the City until 1990. 3. It is the desire of the Administration to "showcase" the downtown during the Super Bowl week by having a bay/riverwalk in place at this location by January 1, 1989. The agreement would release the easement, now held in escrow by the City Clerk, to the City provided that: 1. The City would hold MCJV harmless by reason of the construction, use and maintenance pf the temporary bay/riverwalk within the subject easement. 2. The easement is physically separated from the remainder of the property. 3. The City would maintain the temporary bay/riverwalk for a period of three years from the date of its completion or so long as the City continues to use the temporary riverwalk, whichever period is longer. 4. At that point in time when MCJV commences construction of the project, the City will grant to MCJV a temporary construction easement, and MCJV be free to demolish the temporary bay/riverwalk and construct the project. 5. Upon completion of their construction, MCJV would remain obligated to construct the permanent bay/riverwalk and architectural focal point as required by the Development Order and would remain responsible for maintenance of the permanent bay/riverwalk in perpetuity. The temporary bay/riverwalk would be approximately 950 feet in length, comprised of a concrete surface 8 feet wide with temporary sod, tree and palm tree planting, temporary path lighting and an 9 foot high chain link fence at the easement line, which is 20 feet from, and parallel to, the bulkhead. A short transitional section ^f pier and piles would abut the DuPont Plaza Hotel. This easement agreement is one of three companion items on this agenda, which are necessary for the purpose of constructing the temporary bay/riverwalk. The second Page 2 of 3 88-981 :2 item is an emergency ordinance amending the Capital Appropriations Ordinance in order to establish appropriations for "DuPont Plaza Bay/Riverwalk Improvements" in the amount of $100, 000. The third item is a resolution accepting a low bid and authorizing a contract for construction of the temporary bay/riverwalk. The Planning Department has requested an exception from the Metropolitan Dade County Shoreline Development Review Ordinance (County Ordinance 85-14) pertaining to this temporary construction; by letter of September 29, 1988, the Executive Council of Metro -Dade County Developmental Impact Committee has responded that there is "no need to comply" at the present time. Attachment cc: Law Department Page 3 of 3