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HomeMy WebLinkAboutR-88-0739J-88-711 7/1.1/88 RESOLUTTON NO. A RESOLUTION AUTHORIZING THE, CITY MANAGER TO EXECUTE A TRIPARTITE AGREEMENT TN A FORM ACCEPTABLE TO THE CITY ATTORNEY BETWEEN THE, CITY, DADE COUNTY AND RAYSIDF CFNTER LIMITED PARTNERSHIP ("BAYSIDF") WHICH AGREEMENT CLARIFIES AND DEFINES EASEMENT RIGHTS RELATIVE TO THE NEW PORT BOULEVARD BRIDGE PARCEL BEING CONVEYED BY THE CITY; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A REVISED QUIT CLAIM DEED IN A FORM ACCEPTABLE TO THE CITY ATTORNEY WHEREBY A PORTION OF THE FORMER FLORIDA EAST COAST (F.E.C.) PROPERTY WILL BE CONVEYED TO DADE COUNTY FOR THE CONSTRUCTION OF THE COUNTY PORT OF MIAMI BRIDGE IN ACCORDANCE. WITH THE PLANS AND SPECIFICATIONS SUBMITTED TO THE CITY COMMISSION THIS DATE, WITH THAT CERTAIN CITY/COUNTY AGREEMENT, DATED AUGUST 23, 1984, AND WITH THE AGREEMENT BETWEEN THE CITY, COUNTY AND BAYSIDE AS HEREIN PROVIDED, AND WITH THE CONDITIONS SET FORTH IN RESOLUTION NO. 88-564, ADOPTED JUNE 9, 1988. WHEREAS, by Grant of Easement dated March 24, 1961, and recorded April 2, 1970, under Clerk's File No. 70-R-59580 in the Public Records of Dade County, Florida, the City conveyed a certain right-of-way easement to the County for Port Boulevard Bridge ("1961 Easement") through certain property which continues to be owned by the City; and WHEREAS, the County and the City entered into that certain Agreement for Transportation Improvement to Provide Access to the Port of Miami dated Auqust 23, 1984 ("Transportation Agreement"), which provided for the conveyance of City property necessary for the construction of a new five -lane high level bridge connecting the Port of Miami to Biscayne Boulevard (the "New Port Boulevard Bridge Parcel") ; and WHEREAS, on October 15, 1985, the City and Bayside Center Limited Partnership (Bayside) entered into a Retail Lease for the development of a waterfront specialty center on certain parcels of land; and WHEREAS, on January 14, 1985, the City and Bayside entered into a Garage Lease for the development of parking facilities for r-, CITY COMMISSION MEETING OF JUL 21. 1988 u nI q RKS: certain lands described therein as the Nlarage Parcel" and "Area B"; and WHEREAS, the County and the City entered into that certain Agreement dated July 21, 1987 (hereinafter "Agreement of Sale") which provides for the specific price and terms of the conveyance of. the New Port Boulevard Bridge Parcel; and WHEREAS, the property known as "Area B" encompasses the majority of the property known as the New Port Boulevard Bridge Parcel, as well as property owned by the Florida East Coast Railway Company as railroad right-of-way and the property acquired by the County in 1969; and WHEREAS, the City and County desire that the City convey the New Port Boulevard Bridge Parcel to the County free and clear of any leasehold interest of Bayside but subject to the easements expressly provided for herein, and Bayside is willing to release its interest in and to the New Port Boulevard Bridge Parcel in consideration for the agreements hereinafter set forth; and WHEREAS, by having the County, the City and Bayside enter into the attached Agreement, the easement and leasehold rights of Bayside will be preserved and protected in accordance with the terms of such agreement; and WHEREAS, with the execution of the Agreement, the City Manager will then be able to execute a Revised Quit Claim Deed to Dade County conveying the New Port Boulevard Bridge Parcel to Dade County, subject to receiving simultaneously from Dade County an easement for the Miami Grand Prix or similar events, and subject to a reverter clause in favor of the City in the event the County fails to construct or operate such bridge, and subject to the County's compliance with the conditions set forth in Resolution No. 88-564, adopted June 9, 1988; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute, in a form acceptable to the City Attorney, a Tripartite —2— f1S-7i3ai Aqreement (hereinafter referred to as "Agreement"), between Metropolitan Dade County (hereinafter referred to as "County"), the City of Miami (hereinafter referred to as "City") and Bayside Center Limited Partnership (hereinafter referred to as "Bayside"), which facilitates the Citv's conveyance of the New Port Boulevard Bridge Parcel free and clear of. Bayside's leasehold interests, but subject to certain easement and related rights of Bayside as are substantially set forth in the Agreement, a copy of which is attached to this Resolution. Section 2. Subsequent to the execution of the Agreement, the City Manager, is hereby authorized to execute a Revised Quit Claim Deed conveying fee simple title to a portion of the former F.E.C. property, now commonly known as the New Port Boulevard Bridge Parcel, in a form acceptable to the City Attorney and to Dade County, such conveyance being for the sole purpose of the construction, maintenance and operation of the New Port Boulevard Bridge in accordance with the construction drawings of the State Department of Transportation Port of Miami Project, Phases I, II and III, High Level Bridge and pursuant to that certain City/County Agreement dated August 23, 1984, and further being subject to the granting of an easement by Dade County in favor of the City, to be executed and delivered within ten (10) days of closing, for the purpose of conducting the Miami Grand Prix and similar events and also being subject to a restrictive covenant in favor of Bayside as stated in the Revised Quit Claim Deed and an easement in favor of F.E.C. for the port access railroad. Section 3. The said conveyance of the New Port Boulevard Bridge Parcel is additionally subject to a reverter clause which provides that if the County ceases for a continuous two (2) year period to utilize this property for transportation purposes or does not within two (2) years of execution of the Revised Quit Claim Deed commence the construction of the intersection of the New Port Boulevard Bridge then the title to the property will revert to the City upon its repayment of the purchase price. -3- S--'73 Section 4. The herein authorization to convey is subject to the execution of the Agreement set forth above, and it is further suhject to the County's reimbursement to the City of an amount determined by the City Manager not exceeding Two Hundred Fifty Thousand Dollars ($250,000) for the rebuilding and improvements to the Railroad Crossing at N.W. 1st Avenue and N.W. 8 Street, as is more particularly set forth in Resolution No. 88- 564, adopted on June 9, 1988, which Resolution is hereby adopted by reference thereto, and incorporated herein, and is further subject to payment to the City of the sum of Five Million Nine Hundred Thousand Dollars ($5,900,000). Section 5. The City Commission hereby finds that the only revenue producing potential of the property conveyed herein is vehicle parking revenue which is insignificant as compared to the public purpose that is served by providing sorely -needed access to the Port of Miami and does hereby expressly authorize the conveyance of said property for Five Million Nine Hundred Thousand Dollars ($5,900,000) which amount is slightly below the highest appraised value of said property. PASSED AND ADOPTED this 21st day of July , 1988. ATTE MATTY HIRAI CITY CLERK PREPARED AND APPROVED BY: R AEL E. SUAREZ-R AS ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: l JOR L. E A DEZ CITY ATTORNEY RESR:mlv:M749 XAVIER L. ISAREZ, MAYOR -4- AGREEMENT THIS AGREEMENT nade on the day of , 1988, between METROPOLITAN DADE COUNTY, a political subdivision of the State of Florida (hereinafter referred to as "County"), the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as "City") and BAYSIDE CENTER LIMITED PARTNERSHIP, a .9aryland limited partnership (hereinafter referred to as "Bayside"). W) T N E S S E T H: WHEREAS, by Grant o.L Easement dated March 24, 1961, and recorded April 2, 1970, u:der Clerk's File No. 70-R-59580 in the Public Records of Dade Ccinty, Florida, the City conveyed a certain right-of-way easement to the County for Port Boulevard Bridge ("1961 Easement") (,!opy attached hereto as Exhibit A) through certain property which continues to be owned by the City; and WHEREAS, the County and the City entered into that certain Agreement for Transportation Tmprovement to Provide Access to the Port of Miami dated August 23. 1984 ("Transportation Agreement"), which provided for the conveyance of City property necessary for the construction of a new five -lane high level bridge connecting the Port of Miami to Biscayne Boulevard (the "New Port Boulevard Bridge Parcel") (copy attached Lereto as Exhibit B); and WHEREAS, on October 15, 1115, the City and Bayside entered into try Retail Lease (as defined in paragraph 17) for the development of a waterfront specialty center (as defined in paragraph 5) on parcels of land legally described in Exhibit C; and WHEREAS, on January 14, 1985, the City and Bayside entered into the Garage Lease (as defined in paragraph 17) for the development of parking facilities for certain lands described 1 EXHIBIT therein as the "Garage Parcel" and "Area B", the legal descriptions for which are set forth in Exhibit "D"; and WHEREAS, the County and the City entered into that certain Agreement dated July 21, 1987 ("Agreement of Sale") (copy attached hereto as Exhibit E, and incorporated herein by reference) which provides for the specific price and terms of the conveyance of the New Port Boulevard Bridge Parcel as legally described in Exhibit A thereto; and WHEREAS, the property known as Area B, among other property, encompasses the majority of the property known as the New Port Boulevard Bridge Parcel, as well as property owned by the Florida East Coast Railway Company as railroad right-of-way and the - property acquired by the County in 1969 (said property acquired in 1969 being more fully described in Exhibit F attached hereto and incorporated herein by reference); and WHEREAS, the City and County desire that the City convey the New Port Boulevard Bridge Parcel to the County free and clear of any leasehold interest of Bayside but subject to the easements expressly provided for or recognized herein, and Bayside is willing to release its interests in and to the New Port Boulevard Bridge Parcel in consideration for the agreements hereinafter set forth. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County, the City, and Bayside agree as follows: 1. The City and Bayside acknowledge and agree that they have no legal interest whatsoever in the property owned by the County as legally described in Exhibit F. 2. The City and Bayside agree to amend the "Garage Lease" and the "Memorandum of Lease" relating thereto, which is recorded in the public records of Dade County, Florida, to release Bayside's leasehold interest under the Ground Lease in and to the New Port Boulevard Bridge Parcel legally described in Exhibit A of Exhibit E. Bayside will retain only those interests and 2 FIS-73`! rights in the New Port Boulevard Bridge Parcel as expressly provided for herein. 3. The County and City agree that the conveyance of the New Port Boulevard Bridge Parcel shall be by a Revised Quitclaim Deed containing a restrictive covenant in favor of Bayside as specifically stated in said revises Quitclaim Deed attached hereto as Exhibit "G" and incorporated herein by reference (the "Quitclaim Deed"). As more particularly provided therein, this restrictive covenant shall automatically terminate without the necessity of any reformation of or amendment to the Quitclaim Deed or any legal action with regard thereto when and if the Garage Lease and the Retail Lease are both terminated or no longer in full force and effect. 4. The County, City and Bayside acknowledge and agree that if the City exercises its right to repurchase the New Port Boulevard Bridge Parcel from the County as provided for and in accordance with the Agreement of Sale, or if title to the New Port Boulevard Bridge is otherwise reconveyed to the City, then and in that event the City and its successor or assigns shall be bound by the restrictive covenants in the Quitclaim Deed notwithstanding the reconveyance. 5. The County, City and Bayside acknowledge and agree that pursuant to Section 2.3(b)(i) of the Retail Lease and Section 2.3(b)(i) of the Garage Lease there are now existing certain easements for utilities within the land covered by the 1961 Easement, some of which constitute utilities for the use and benefit of the improvements which have been constructed by Bayside under the Retail Lease and Garage Lease (said improvements hereinafter referred to as "Bayside Marketplace".) 6. a. The County and City acknowledge and agree with Bayside that there exists under Section 2.3(b)(viii) of the Retail Lease a non-exclusive right and easement but only in the location as specifically provided for herein for pedestrian access between a certain parcel of property lying north of Area B known as the FEC tract, the legal description of which is set • 3 �IS-7 39 forth in Exhibit "H" attached hereto and incorporated herein by reference (the "FEC Tract") and the Payside Marketplace for the term of the Retail Lease ("Pedestrian Easement"). The location of one Pedestrian Easement shall be along the bay (the "Baywalk") as shown in that portion of the construction drawings of the State Department of Transportation's Port of Miami Project, Phases I, II and III, High Level Bridge. (Copy of which is attached hereto as Exhibit I). This Baywalk (including, but not limited to, the cost of preparing the architectural plans and specifications) shall be built at no cost to the City or Bayside. After construction of the Baywalk is complete and the Baywalk is operative, the City hereby agrees to assume full and complete administrative and legal responsibility and liability for the use, operation and maintenance of said Baywalk, and to indemnify and hold Dade County harmless (subject to the limitations on the amount of recovery contained in Section 768.28, Florida Statutes, as same may be amended from time to time, provided that Dade County's liability is subject to the same limitations) from any and all liability and claims of whatsoever nature with regard to the use, operation and maintenance thereof, including where the City has wrongfully refused to defend, the reimbursement of all reasonable attorn y' PMAT nti is urred in the defense i thereof./ s between e City and ;a ide, the City and Bayside reaffirm that the provisions of Section 8.2 of the Retail Lease and of Section 8.2 of the Garage Lease shall apply with respect to the use, maintenance and operation of the Pedestrian Easement and the other easements and obligations of the City and Bayside referenced in this Agreement. Bayside shall have the right to cause the construction of a pedestrian bridge over the New Port Boulevard Bridge Parcel connecting the FEC Tract to Bayside Marketplace as a second Pedestrian Easement. (The "Pedestrian Bridge"). In the event Bayside exercises its right to cause the construction of said bridge, Bayside, prior to such construction, shall submit to the County its design and location plan for the Pedestrian Bridge, 4 cl-S-7W 2 which shall be subject to the approval of the County and the City. he County and City's approval shall not be unreasonably withheld or delayed. In the event, the County, or the City, in their reasonable discretion, disapproves the submitted plan, Bayside shall have the right to submit revised plans to the County and the City for their approval, in accordance with the preceding sentence. If such approval is obtained, Bayside, with reasonable diligence and continuity, shall cause the Pedestrian Bridge to be constructed in accordance with the submitted plan which shall comply with all applicable Federal, State and Local Laws, and all rules and regulations of the zoning and traffic departments. This Pedestrian Bridge (including, but not limited to, the cost of preparing the architectural plans and specifications) shall be built at no cost to the County. 6. b. In the event Bayside exercises its right to cause the construction of the Pedestrian Bridge, the City and Bayside hereby agree that at such time one of them will assume full and complete legal responsibility for its maintenance and operation and hereby declares that any liability for the construction, use, operation and maintenance thereof is solely the responsibility of the party assuming the liability therefor, which party shall hold Dade County and the other party harmless from any and all liability with regard thereto including but not limited to indemnifying Dade County and the other party from any and all claims of whatsoever nature including where the City or Bayside, whichever is obligated, has wrongfully refused to defend, reimbursement of all reasonable attorney's fees and costs incurred in the defense thereof; provided however that if Bayside is the assuming party, then the provisions of paragraph 11 herein shall apply. If the City is the assuming party, the hold harmless provision is subject to the limitations on the amount of recovery contained in Section 768.28, Florida Statutes, as same may be amended from time to time, provided that Dade Co u ty's A J` liability is subject to the same limitations ��As��en t e City and Bayside, the City and Bayside reaffirm that the 5 fi N-73:11 provisions of Section 8.2 of the Retail Lease and of Section 8.2 of the Garage Lease shall apply with respect to the use, maintenance and operation of +_he Pedestrian Easement and the other easements and obligatir,ns of the City and Bayside referenced in this Agreement. 7. The 'ity and County acknowledge and confirm a non-exclusive right and easemert under Section 2.3(b)(ii) of the Retail Lease and Garage Lease of Bayside, its successors and assigns, for vehicular access :o and from Bayside Marketplace over and across existing and future Port Boulevard to Biscayne Boulevard. 8. a. The County, City and Bayside acknowledge and agree that the State Department of Transportation is the agency of the State responsible for the construction, reconstruction, repair and replacement of the New Port Boulevard Bridge, existing Port Boulevard Bridge road right-of-way and the access lanes to and from Port Boulevard adjacent to Bayside Marketplace during the entire period of construction. The County shall use its best efforts with the State Department of Transportation to prevent any material interference either with existing utilities or with pedestrian and vehicular access to and from Bayside Marketplace and in seeing that adequate temporary directional signage is provided during such construction period to the general public as to how to obtain access to and from Bayside Marketplace from and to Port Boulevard and Biscayne Boulevard. 8. b. Bayside agrees to enter into license agreements with the general contractors performing the construction of the New Port Boulevard Bridge for use of that portion of Area B north of the New Port Boulevard Bridge Parcel as a construction staging area related to the construction of New Port Boulevard on terms reasonably acceptable to Bayside. It shall be reasonable for Bayside to require, among other things, that the agreement provide that (i) the general contractor take possession of the area at its own risk without any representations whatsoever, (ii) the general contractor fence in the staging area and keep it • . 6 . 9 S-'739 properly secured from access by the general public, (iii) the general contractor carry public liability insurance, which shall be in amounts and shall be written by carriers reasonably acceptable to Bayside, shall name Bayside, its mortgagees with respect to the ?ayside Marketplace, and the City as additional insureds, and shall be endorsed to be primary, non-contributory and not in excess of any other insurance and endorsed so that there will be not less than thirty (30) days prior written notice of cancellation of modification, (iv) the general contractor agree to indemnify Bayside for any mechanics liens placed against Area B and to have Bayside named on any payment and performance bonds, and that the general contractor agrees to indemnify, - defend and hold harmless Bayside and the City for any personal injuries or property damage related to use of the staging area, Area B or construction of the New Port Boulevard Bridge caused by the general contractor or its subcontractors or their officers, agents or employees (v) the general contractor agree to promptly abandon the staging area after completion of the New Bridge and returning the area to the condition prior to taking possession, and (vi) should the general contractor fail to cure a default under the agreement after fifteen (15) days written notice then Bayside may elect to terminate the license. 8. C. The County shall use its diligent good faith effort to obtain the agreement of the State Department of Transportation to have Bayside and the City named as additional insureds on the comprehensive general liability insurance policies carried by the State's general contractors during construction of the New Bridge. The insurance policies shall be endorsed in the manner provided for in clause (iii) in the second sentence of Section 8 (b) above. Should the County fail to or be unable to obtain the foregoing insurance coverage (as evidenced by an insurance certificate delivered to the City and Bayside prior to commencement of construction ) or should such insurance lapse for any reason, Bayside shall have the right to procure comprehensive general liability insurance in the name of the County or the City (whichever coverage would be less expensive) in limits of not less than $5,000,000, which policy will be in effect during the period the New Bridge is under construction and endorsed to name Bayside and the City as additional insured. The City agrees to pay the cost of the premium for such insurance by reimbursing Bayside for the co 3t within twenty (20) days after receipt of invoice therefor. 9. a. After construction of the New Port Boulevard Bridge by the State Department of Transportation is completed, the County agrees that any use -)f the New Port Boulevard Bridge Parcel or the property covered icy the 1961 Easement, beyond the normal use for traffic control and signalization, will not materially interfere with the u:.e thereof by the public for ingress and egress to and from Bayside Marketplace to Port Boulevard or Biscayne Boulevard u ilizing the existing curb cuts shown on Exhibit "J", attached he!-eto, as same may exist from time to time in accordance with th s Agreement. Nothing herein shall be construed so as to be inconsistent with the construction plans of the State Department of Tr:nsportation's Port of Miami Project, Phases I, II and II, High Lr!vel Bridge. 9. b. The County, 'City and Bayside acknowledge that during periods of construction and i•-!pair of the New Port Boulevard Bridge and existing Port Bot�'.evard that the vehicular access from and to Port Boulevard may have to be temporarily relocated. During such periods of temporary relocation, the County agrees to provide Bayside with reasonable temporary access to and from Bayside Marketplace for ped!strian and vehicular ingress and egress thereto. If at any time the County determines that it is necessary to permanently relocate the access onto Port Boulevard Bridge from its present location shown on Exhibit "I", then the County shall submit preliminary plans to the City and Bayside for their review and approval, which approval shall not be unreasonably withheld or delayed and shall not require the payment of any compensation, and upon receipt of approval, County may relocate the access at the County's expense. 8 FI N-'73 �- Y- 10. The County, City, and Bayside acknowledge and agree that the City shall have an easement, license and privilege to enter the lands legally described therein for the limited purposes of conducting the Miami Grand Prix or similar or related events in accordance with the easement agreement attached hereto as Exhibit K, which is to be recorded in the Public Records of Dade County, Florida 11. a. Bayside shall indemnify, and save harmless the County from and against any and all "liability" in "proceedings" (as said terms are defined in subparagraph lld below) due to the negligence or wrongful acts or omissions of Bayside, its agents, servants or employees arising out of construction, repair, replacement work or maintenance performed by Bayside on, over or adjacent to the New Port Boulevard Bridge Parcel by such persons. If the County requests it to do so, Bayside shall defend the County in such proceedings at Bayside' s sole cost and expense. If Bayside wrongfully refuses to so defend the County, Bayside shall reimburse the County for all reasonable costs and reasonable attorney's fees incurred by the County in connection with such defense. At its sole option and without foregoing its rights to indemnification for any liability provided for herein, the County may select and pay its own attorneys to represent it in such proceedings. Nothing herein shall be deemed to obligate Bayside to indemnify the County for any liability or claims arising out of the negligence, wrongful acts, or omissions of the County, its officers, employees or agents or persons under its direction and control. 11. b. The County shall indemnify and save harmless Bayside from and against any and all "liability" in "proceedings" (as said terms are defined in subparagraph lld below) due to the negligence or wrongful acts or omissions of the County, its agents, servants, or employees arising out of construction, repair, replacement work, or maintenance on, over or adjacent to the New Port Boulevard Bridge Parcel by such persons subject to the limitations on the amount of recovery contained in Section g 94--'73:9 768.28 of the Florida Statutes as amended from time to time. If Bayside requests it to do so, the County shall defend Bayside in such proceedings at the County's sole cost and expense. If the County wrongfully refuses to so defend Bayside, the County shall reimburse Bayside for all reasonable costs and reasonable attorney's fees incurred by Bayside in connection with such defense. At its sole option and without foregoing its rights to indemnification for any liability provided for herein, Bayside may select and pay its own attorneys to represent it in such proceedings. Nothing herein shall be deemed to obligate the County to indemnify Bayside for any liability or claims arising out of the negligence, wrongful acts, or omissions of Bayside, its officers, employees or agents or persons under its direction and control. 11. c. Where one party is claiming indemnification from the other party under this section, any settlement must be agreed upon by both parties, each acting reasonably and in good faith. 11. d. For purposes of this Section, the term "liability" shall be deemed to include obligations to pay a judgment, settlement, penalty, fine, costs and expenses actually and reasonably incurred with respect to a proceeding; and the term "proceeding" shall be deemed to include any threatened, pending, or completed action, claim, demand, suit at law or in equity, or other type of proceeding, whether civil or administrative in nature. 11. e. Nothing in the foregoing indemnity is intended to, nor shall it, limit any recovery Bayside may have against any contractor performing construction, repair, replacement work or maintenance on, over or adjacent to the New Port Boulevard Bridge Parcel or that contractor's subcontractors, materialmen, etc. No contractor performing construction, repair, replacement work or maintenance on, over or adjacent to the New Port Boulevard Bridge 10 Parcel and none of said contractors's subcontractors, materialmen, etc., shall be deemed to be third party beneficiaries of the foregoing indemnities. 12. Nothing in this Agreement is intended to limit any rights and remedies that Bayside may have at law or in equity under the existing laws of the State of Florida or any local laws against any contractor described herein or any other person or entity which is not a party to this Agreement, including without limitation any claims for utility interruption or diminution of service, third -party beneficiary claims, interruption of or adverse impact on pedestrian and vehicular access to and from Bayside Marketplace or any personal injury or property damages whatsoever. 13. In the event either City, County or Bayside fail to perform their obligations as set forth hereunder, the aggrieved party, after written notice to the other parties and expiration of the applicable curative period set forth below, shall be entitled to pursue its rights at law or in equity, including, without limitation, specific performance, the right to a writ of mandamus, injunctive, declaratory or other similar relief available to it under Florida law and the right to maintain actions at law or suits in equity for damages resulting from such defaults. The curative period for obligations related to pedestrian or vehicular access to and from Bayside Marketplace shall be ten (10) days; the curative period for obligations related to interruption of utility services to all or part of Bayside Marketplace shall be twenty-four (24) hours; and the curative period as to all other obligations shall be thirty (30) days. The parties agree that venue and exclusive jurisdiction for any such actions shall be Dade County, Florida. 14. This Agreement shall remain in full force and effect for so long as both the Retail Lease or Garage Lease shall remain in full force and effect. This Agreement shall be recorded among the Public Records of Dade County. Bayside may not assign its rights and obligations under this Agreement except in connection 11 f i S--i3y with an assignment of its interest under the Garage Lease which is permitted pursuant to the terms thereof. The City may not assign its rights and obligations hereunder except in accordance with the provisions of Section 5.6 of the Garage Lease. 15. Any notice of communication under this Agreement by either the County, the City or Bayside, or to the other shall be deemed sufficiently given or delivered if dispatched by registered or certified mail, postage prepaid, return receipt requested, with copies to the other party addressed as follows: If to Bayside: General Counsel Bayside Center Limited Partnership c/o The Rouse Company - 10275 Little Patuxent Parkway Columbia, Maryland 21044 If to the County: Dade County Manager Metro Dade Center 29th Floor 111 N.W. First Street Miami, Florida 33128-1993 with copy to: Dade County Attorney Metro Dade Center Suite 2810 111 N.W. First Street Miami, Florida 33128-1993 If to the City: City of Miami Manager 3500 Pan American Drive Miami, Florida 33133 with copy to: City of Miami Attorney 1100 AmeriFirst Building One Southeast Third Avenue Miami, Florida 33133 16. The City and Bayside shall, at any time and from time to time within thirty (30) days after being requested to do so by the other party in writing, execute, enseal and acknowledge, and address and deliver to the requesting party, a certificate in recordable form, certifying (a) that this Agreement, the Agreement of Sale and The Quit Claim Deed are unmodified and in full force and effect (or, if there has been any modification thereof, that it is in full force and effect as so modified, 12 9S-'73!t stating therein the nature of such modification); (b) as to whether , to the best of such par.ty's knowledge, information and belief, the requesting party is then in default in performing any of its obligations hereunder (and, if so, specifying the nature of each such default); and (c) as to any other fact or condition reasonably requested by the requesting party. The City Manager shall have the authority to execute this certificate on behalf of the City without the requirement of Commission action. 17. As used herein (i) the term "Retail Lease" shall mean that certain Amended and Restated Lease Agreement dated October 15, 1985, between the City, as lessor, and Bayside, as lessee, as amended by First Amendment dated August 19, 1986, and - as further amended by Second Amendment dated November 24, 1987, pursuant to which a Memorandum of Lease was recorded in Official Records Book 12684, Page 157, of the Public Records of Dade County, Florida, and a Memorandum of Modification of Lease was recorded under Clerk's File No. 87R-450616 in the Public Records of Dade County, Florida; as amended, modified and renewed from time to time, including renewals effectuated by any leases entered into pursuant to Article VI of said lease, and (ii) the term "Garage Lease" shall mean that certain Lease Agreement dated January 14, 1985, between the City, as lessor, and Bayside, as lessee, as amended October 15, 1985, pursuant to which a Memorandum of Lease was recorded in Official Records Book 12690, Page 159 of the Public Records of Dade County, Florida, as amended, modified and renewed from time to time, including any renewals effectuated by any leases entered pursuant to Article VI of said lease. 18. This Agreement may be amended by and only by an instrument executed and delivered by each party hereto. No party hereto shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writing (and, without limiting the generality of the foregoing, no delay or omission by any party hereto in exercising any such right shall be deemed a waiver of its future exercise). . . 13 f S-'73:j No such waiver made in any instance involving the exercise of any such right shall be deemed a waiver as to any other such instance, or any other such right. This Agreement shall be given effect and construed by application of the law of Florida. No determination by any court, governmental or administrative body or agency or otherwise that any provision of this Agreement or any amendment hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision thereof, or (b) such provision in any circumstance not controlled by such determination. Each such provision shall remain valid and enforceable to the fullest extent allowed by, and shall be construed wherever possible as being consistent with, applicable law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officials thereunto duly authorized the date and year first above written. (OFFICIAL SEAL) METROPOLITAN DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY ATTEST: COMMISSIONERS RICHARD P. BRINKER, CLERK By: By: Deputy Clerk Joaquin G. Avino, P.E., P.L.S. County Manager (OFFICIAL SEAL) BAYSIDE CENTER LIMITED PARTNERSHIP ATTEST: By: ROUSE-MIAMI, INC., Sole General Partner By: By: Assistant Secretary Vice -President (OFFICIAL SEAL) THE CITY OF MIAMI, a Municipal Corporation of the State of ATTEST: Florida By: By: City Clerk Cesar O io City Manager APPROVED AS TO FORM AND CORRECTNESS City Attorney 14 FiS-735! r STATE OF SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared and . to me well known and known to me to be the Vice -President and Assistant Secretary of Rouse -Miami, Inc., the sole general partner of BAYSIDE CENTER LIMITED PARTNERSHIP described in and who executed the foregoing instrument and acknowledged before me that BAYSIDE CENTER LIMITED PARTNERSHIP executed the same for the purposes therein expressed. WITNESS my hand and official seal at Miami, in the County and State aforesaid, on this the day of 1988. (SEAL) NOTARY PUBLIC, State of Florida at Large. My Commission Expires: STATE OF FLORIDA COUNTY OF DADE BEFORE ME, personally appeared JOAQUIN G. AVINO, P.E., P.L.S., COUNTY MANAGER, and , DEPUTY CLERK, to me well known and known to me to be the individuals described in and who executed the foregoing instrument and acknowledged before me that DADE COUNTY executed the same for the purposes therein expressed. WITNESS my hand and official seal at Miami, in the County and State aforesaid, on this the day of 1988. NOTARY PUBLIC, State of Florida at Large My Commission Expires: 15 9S-i3!! C 10 STATE OF FLORIDA COUNTY OF DADE s BEFORE ME, personally abpeared CESAR Obto, CITY MANAGER and , DEPJVY CLERK, to me well known and known to me to be the individuals described in and who executed the foregoing instrument and acknowledged before me that the CITY OF MIAMI executed the same for the purposes therein expressed. WITNESS my hand and official seal at Miami, in the County and State aforesaid, on this the day of , 1988. NOTARY PUBLIC, State of Florida at Large My Commission Expires: 16 9r7" 739 C P CITY OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM TO The Honorable Mayor and DATE Members of the City Commission Ar SUBJECT FROM Cesar H. O d i o REFERENCES City Manager ENCLOSURES RECOMMENDATION 20 J U L 13 1988 FILE Port Boulevard Bridge Tri Parte Agreement with Dade County and Bayside for the July 21 City Commission Meeting (2) The City administration recommends that the City Manager be authorized to execute a tri parte agreement between Metro -Dade County (County), City of Miami (City) and the Bayside Center Limited Partnership (Bayside) and be further authorized to exe- cute a revised quitclaim deed conveying the new port boulevard bridge parcel to the County. The Administration also recommends that the City Manager be additionally authorized to negotiate the cost of general liabili- ty insurance required by the agreement during bridge construc- tion. BACKGROUND Resolution No. 87-502, passed on May 18, 1987, authorized the City Manager to execute a purchase and sale agreement and quit- claim deed to the County the sale of the property needed for the port boulevard bridge approach ramp. Subsequent to the execution of these documents by the City but prior to closing, it was discovered that a portion of the new port boulevard bridge parcel being sold to the County was within an area known as "Area B" which had been previously leased to Bayside by virtue of a Janu- ary 14, 1987 garage lease. Execution of the tri parte agreement will allow the City to convey the new port boulevard bridge parcel to the County free and clear of Bayside Center's leasehold interest; but subject to Bayside Center's easement rights, restrictive covenant rights, and similar rights set forth in the tri parte agreement (draft attached). 88-73S ;to-4 4 Hon. Mayor and Members of =2- the City Commission Subject to authorizing the City Manager to agreement, the City Manager would thereafte revised quitclaim deed conveying the new po parcel to the County for $5.9 Million. Sai to an easement being granted to the City by Miami Grand Prix and similar events, and th with other conditions as set forth in this the sale of this parcel. (attached) si gn the tri parte r be able to execute a rt boulevard bridge d sale will be subject the County for the e County's compliance resolution relative to fl8-'%39