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Home My WebLink AboutR-81-1071RESOLUTION NO. 81 - 10 7 1 RESOLUTION AUTHORIZING THE MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF MIAMI, SOUTHEAST BANKING CORPORATION AND GERALD D. HINES INTERESTS PROVIDING FOR PRIVATE SECTOR FRONT ENDING FOR THE IMPLEMENTATION AND FINANCING OF CONSTRUCTION OF A TRANSPORTATION SYSTEM FOR DUPONT PLAZA AND DIRECTING THE CITY CLERK TO FILE THE RESOLUTION. WHEREAS, the Developer (Southeast Banking Corporation ).nit Gerald D. Hines Interests) did made and submit to the City an Application for Development Approval for a Development of Regional Impact under and pursuant to Section 380.06, Florida Statutes, for that certain property located at approximately 200-298 South Biscayne Boulevard, Miami, Florida and more specifically known as All of Block 5, DuPont Plaza (P.B. 50 at Page 11 of the Public Records of Dade County, Florida); and WHEREAS, said application was duly reviewed and recommended for approval by the Cit, subject to certain conditions; and WIiEREAS, said Development Order was duly approved by the City on January 15, 1981, by the enactment of the City of Miami Resolution No. 81-36 (hereinafter the "Order") and was recorded in the Public Records on January 26, 1981; and WHEREAS, an appeal of that approved Order was appealed to the Florida Land and Water Adjudicatory Commission pursuant to the provisions of Chapter 380.07, Florida Statutes and the effect of the Order was stayed until the dismissal of that appeal on July 30, 1981; and WHEREAS, Paragraphs 16 and 17 of said Order imposed certain obligations on the City and the Developer in conjunction with the planning and funding of a bifurcated I-95 ramp system to serve the DuPont Plaza area; and WHEREAS, as contemplated and required by the Order, the City and Developer wish to make specific the obligations of the parties in connection with the financial arrangements referred to generally in the Order; CITY COMMISSION ! MEETING OF 4 DEC 1 5 iybi f + oumoN Mv... $1..: 101 X ............................ I ,19A . NOW THEREFORE BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement, substantially in the form of the attached agree- ment, between the City of Miami, Southeast Banking Corporation and Gerald D. Hines Interests providing for private sector front - ending for the implementation and financing of construction of a transportation system for DuPont Plaza. Section 2. The City Clerk is directed to file this agreement with Resolution 81-36; January 15, 1981, being the Southeast Bank Financial Center Development Order. PASSED AND ADOPTED this 15th day of DECEMBER ,1981. LPH G. ONGIE, CITY CLERK ABED AN4-APPROVED BY: ASISISTANT CITY ATTORNEY APPROVED AS TO PCM D CORRECTNESS: . 4U"% 1X , t/ 11 . Maurice A. Ferre MAURICE A. FERRE, MAYOR 81 - 1 071 :ITY OF !AIA.NII, FLORIDA 6 INTER -OFFICE MEMORANDUM To Howard V. Gary =ATL December 10, 1981 City Manager '4) PWPW.0�� FRO�, os ph W.McManus cting Director Planning Department Agenda Item 17; City Commission Meeting of December 15, 1981 ,FF,.1,,Private Sector Front Ending Agreement DuPont Plaza Trans- portation Improvements Enclosed is a draft resolution by which the Commission authorizes the Manager to execute the attached agreement between the City, Southeast Banking Corporation and Gerald D. Hines Interests pertaining to private sector front ending of financing for construc- tion of DuPont Plaza transportation improvements. The attached agreement between the City, Southeast Banking Corp- oration and Gerald D. Hines Interests formalizes and makes more specific the requirements for private sector "front ending" of financing for the construction of the bifurcated ramp system in the DuPont Plaza area, in the event that a public sector finan- cing package cannot be arranged. This requirement is contained in paragraph 17 of City Commission Resolution 81-36 January 15, 1981 - the Southeast Bank Financial Center Development Order. The Law Department and Planning Department will continue to re- view the agreement and may offer clarifying language at the City Commission meeting of December 15. Attachments 81 v 1071 3' LAW OFFICES G9EENBERG, TRAURIG, ASKEW. HOFFMAN, LIPOFF, QUENTEL & WOLFF, P.A. PAUL H. ABRAMSON LINDA KOOBRICK ADLER CESAR L.ALVARE2 RUDOLPH F. ARAGON REUBIN ODD. ASKEW JAMES L.BACCHUS JOHN BARIC NOPMANJ.BENFORD THOMAS R. SLAKE MARK D. BLOOM PHILIP G. BOGGS ROBERT K. BURLINGTON ALBERT G. CARUANA ALAN R. CHASE SUE M. COSS KENDALL S. COFFEY MARK B. DAVIS RAFAEL O. DIAZ ALAN T. DIMOND CHARLES W. EDGAR, III GARY M. EPSTEIN STEVEN D. FIELOMAN BRIAN FOREMNY RICHARD G. GARRETT LAWRENCE GOOOFSKY ALAN S. GOLD HARVEY A. GOLDMAN STEVEN E.GOLOMAN MATTHEW B. GORSON MELVIN N. GREENBERG MICHAEL STEVEN GREENE LARRY J. HOFFMAN BARRY D. HUNTER SETH P.JOSEPH MARTIN KALB TIMOTHY E. KISH BRENT D. KLEIN DOUGLAS M. KRAMER STEVEN J. KRAVITZ STEVEN B. LAPIDUS ALAN S. LEDERMAN DEXTER W. LEHTINEN PAUL A. LESTER WALLACE L.LEWIS,JR. NORMAN H. LIPOFF GARY O. LIPSON JUAN P. LOUMIET PEDRO A. MARTIN STEPHEN MASSEY KATHLEEN R MCGILVRAY SANDRA K. MICHEL ALAN M. MITCHEL Mr. Jim Reid Assistant City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 ANTHONY J.ODON NELL, JR BYRON G. PETERSEN VICTOR H. POLK, JR. ALBERT O.OUENTEL RONALD S. RAVIKOFF FLORENCE T. ROBBINS DAVID L.ROSS ROBERT M. RUBENSTEIN CLIFFORD A. SCHULMAN MARK SCHWIMMER MARTIN S. SHAPIRO EUGENE SHY, JR. MARLENE K. SILVERMAN WILLIAM F. SMITH LAURA P. STEPHENSON HERBERT 1.1. SUSKIN ROBERT H. TRAURIG DAVID W. TRENCH STANLEY H. WAKSHLAG JONATHAN H. WARNER WILLIAM A. WEBER DAVID M. WELLS JULIE A.S.WILLIAMSON ALLAN D. WINDT ZACHARY H. WOLFF December 10, 1981 BRICKELL CONCOURS 1401 BRICKELL AVENUE P.O. BOX 012890 MIAMI, FLORIDA 33101 TELEPHONES MIAMI (3051 579-OSOO BROWARD *05) 523-8111 TELEX 80-3124 HAND DELIVERED Re: Agreement between City, Southeast Banking Corporation and Gerald D. Hines Interests Dear Jim: Pursuant to our discussion of December 8, 1981, enclosed please find a revised proposed agreement between Southeast Banking Corporation, Gerald D. Hines Interests and the City implementing portions of the Development Order for Southeast and Hines. Also enclosed is a "red -lined" version showing the actual changes from the "draft" agreement previously reviewed by you. We hope that this agreement will be placed before the Commission at their next meeting. CAS/tr Encl. cc: Mr. Walter Pierce Mr. George Knox Mr. Joseph McManus Yours very truly, CLIFFORD A. SCHULMAN 81 - 1 071 a- 0 PRIVATE SECTOR FRONT ENDING AGREEMENT FOR THE IMPLEMEN- TATION AND FINANCING OF CONSTRUCTION OF A TRANSPORTA- TION SYSTEM FOR DUPONT PLAZA BETWEEN SOUTHEAST BANKING CORPORATION, GERALD D. HINES INTERESTS AND THE CITY OF MIAMI, FLORIDA 0 THIS AGREEMENT dated the day of , 198 , by and between the CITY OF MIAMI, FLORIDA, a municipal Corpora- tion (hereinafter "CITY") and SOUTHEAST BANKING CORPORATION, a Florida Corporation, and the GERALD D. HINES INTERESTS, a sole proprietorship of Gerald D. Hines (hereinafter jointly and severally called "DEVELOPER") ; W I T N E S S E T H: WHEREAS, Developer did make and submit to the CITY an Appli- cation for Development Approval for a Development of Regional Impact under and pursuant to Section 380.06, Florida Statutes, for that certain property located at approximately 200-298 South Biscayne Boulevard, Miami, Florida and more specifically .known as All of Block 5, DuPont Plaza (P.B. 50 at Page 11 of the Public Records of Dade County, Florida); and WHEREAS, said application was duly reviewed and recommended for approval by the CITY subject to certain conditions; and WHEREAS, said Development Order was duly approved by the CITY on January 15, 1981, by the enactment of the City of Miami Resolution No. 81-36 (hereinafter the "ORDER") and was recorded in the Public Records on January 26, 1981; and WHEREAS, an appeal of that approved Order was appealed to the Florida Land and Water Adjudicatory Commission pursuant to the provisions of S380.07, Florida Statutes and the effect of the Order was stayed until the dismissal of that appeal on July 30, 1981; and WHEREAS, Paragraphs 16 and 17 of said Order imposed certain obligations on the City and the Developer in conjunction with the 0 81 - 1 071 planning and funding of a bifurcated I-95 ramp system to serve the DuPont Plaza area; and WHEREAS, as contemplated and required by the Order, the CITY and DEVELOPER wish to make specific the obligations of the par- ties in connection with the financial arrangements referred to generally in the Order and, specifically, this Agreement is in- tended to be and constitute the "private sector front ending agreement" referred to in said Order; and WHEREAS, the parties wish to commit and bind themselves to a financial arrangement as called for in the Order and to implement the parties' respective obligations set forth in the Order; NOW, THEREFORE, in consideration of the premises and for the mutual promises contained herein and in consideration of the sum of Ten Dollars ($10.00) in hand paid by DEVELOPER to the CITY, the parties hereto do hereby agree as follows: 1. The foregoing - recitals are true and correct and are incorporated herein by reference. 2. The CITY does hereby agree, with DEVELOPER'S participa- tion and cooperation, to evaluate any and all public sector financing options in order to construct, in whole or in part, the I-95 bifurcated traffic ramps to the DuPont Plaza surface street system (the 11I-95 Ramps) as called for in the Report and Recom- mendations of the South Florida Regional Planning Council on the DEVELOPER'S Application for Development Approval. Said evalua- tion by the CITY has already commenced and shall continue and shall include consultation and collaboration by the CITY and with the Dade County Department of Traffic and Transportation, the Dade County Office of Transportation Administration and the Florida Department of Transportation. 3. The CITY does hereby agree to prepare a report and recommendations based upon the above evaluation and shall submit same to the South Florida Regional Planning Council, the Downtown Development Authority, the Metropolitan Planning Organization and the Florida Department of Transportation no later than July 1982, 2 or at such later time as may be permitted by the South Florida Regional Planning Council. Said report shall include evaluation of the financing options noted above, including other private developer participation, and shall contain the preferred options and steps necessary to insure their implementations so that con- struction of the I-95 Ramps may begin immediately after comple- tion of the Miami Avenue Bridge project. 4. The CITY and the DEVELOPER agree that they will use their best efforts to cause public sector financing ("Public Ramp Financing") to be committed by September 30, 1982, or such later date as is agreed upon by the CITY and South Florida Regional Planning Council to provide all or a part of the funds required for the construction of the I-95 Ramps. 5. (A) In compliance with the DEVELOPER'S obligations contained in Paragraph 17a of the Order, DEVELOPER hereby deli- vers to the CITY its •form of Irrevocable Letter of Credit, ` attached as Exhibit "A", in the face amount of $3.108 million (1981 Dollars). The parties recognize and agree that said amount represents the amount of 20% ($2.92 million in 1980 Dollars) called for in said Paragraph 17a, 'increased for the calendar year 1981 by a construction cost increase factor (%) as set forth in the Compo- site Index for Construction Costs (Base Period - 1972) published by the Bureau of Census of the United States Department of Com- merce (the "Formula"). DEVELOPER hereby agrees to substitute and attach to this executed agreement an original executed Letter of Credit in said form in replacement of Exhibit "A". (B) The Irrevocable Letter of Credit submitted here- with, as finally executed and delivered to the CITY, shall be replaced each year on the Anniversary date of this Agreement, and upon thirty (30) days written request by the CITY, in a face amount increased (but never decreased) to reflect the yearly increase, if any, in construction costs as shown in the formula above -noted. 3 81.-1071 (C) Said Letter of Credit may be called upon by the CITY, in whole or in part, upon the following conditions: (1) Subsequent to September 30, 1982, the CITY submits its certification that a full public sector finan- cing package has not been committed by appropriate govern- mental agencies; and (2) The CITY or its designee (by written docu- ment) certifies that said funds are necessary for the con- struction of the I-95 Ramps and will be solely utilized for that purpose; and (3) The CITY and/or ,its_.designee (by written - -- n document) and DEVELOPER have executed an "equitable reim- bursement agreement" called for in Paragraph 17a of the Order which specifies appropriate and mutually agreeable interest rates and maturity dates for the repayment of funds disbursed pursuant to such Letter of Credit. ` 6. It is hereby recognized and agreed by the City of Miami, Florida: (A) that this Agreement is the "private sector front -ending agreement" to finance construction of the I-95 ramps required by the Order insofar as such requirement applies to the Southeast Bank Financial Center and its development; (B) that this Agreement and proffered Letter of Credit fu lly'comp lies with the Order's requirement that "other financial arrangements have been completed to finance construction of the I-95 bifurcated ramps" before a Certificate of Occupancy will be issued insofar as such requirement applies to the Southeast Bank Financial Cen- ter and its development; (C) that all contractors, construction lenders, permanent lenders, investors, tenants, ground lessors and other parties participating in the development of Southeast Bank Financial Center in any capacity shall and may rely on these agreements; and (D) that this Agreement shall constitute imple- mentation and compliance with the requirements set forth in Para- graphs 17a, 17b. and 24 (as it relates to the I-95 Ramps) of the Order. All other provisions of the Order shall remain in full force and effect. 4 81 - 1 07.1 7. This Agreement incorporates all of the obligations and undertakings of DEVELOPER with respect to the said I-95 Bifur- cated Traffic Ramps and may be amended hereafter only by an agreement in writing executed by all the parties hereto. In the event, however, that the Order is amended or modified by the CITY so that the dates for compliance contained therein or herein are changed or modified for purposes of consistency with other re- lated Development Orders, said amendments or modifications of dates shall be incorporated herein by the parties. 8. This Agreement shall be recorded in the Public Records of Dade County, Florida and shall be binding on each parties successors in interest and shall run with the land previously described. 9. This Agreement was duly authorized and approved by the DEVELOPER and the CITY COMMISSION of the City of Miami by Resolu- tion No. IN WITNESS WHEREOF, the parties have set their hands and seals the date first above written. WITNESSES: SOUTHEAST BANKING CORPORATION 5 By: GERALD D. HINES INTERESTS By: CITY OF MIAMI, FLORIDA By: City Manager (SEAL) Clerk of the City Commission 81 - 1071 STATE OF FLORIDA ) SS COUNTY OF DADE ) I. the undersigned Notary Public, do hereby certify that and personally known to me and known to me to be and of SOUTHEAST BANKING CORPORA- TION, executed the foregoing instrument and acknowledged before me that they executed same for the purposes therein expressed. NOTARY PUBLIC, State of Florida My Commission Expires: at Large STATE OF FLORIDA ) SS COUNTY OF DADE ) I, the undersigned Notary and Public, do hereby certify that personally known to me and known to me to be and of GERALD D. HINES INTERESTS, executed the foregoing instrument and acknowledged before me that they executed same for the purposes therein expressed. NOTARY PUBLIC, State of Florida My Commission Expires: at Large STATE OF FLORIDA ) ) SS COUNTY OF DADE ) I, the undersigned Notary Public, do hereby certify that and personally known to me and known to me to be City Manager and Clerk of the City Commission, of the CITY OF MIAMI executed the foregoing instrument and acknowledged before me that they executed same for the purposes therein expressed. NOTARY PUBLIC, State of Florida My Commission Expires: at Large 6 STANDBY CREDIT CITY OF MIAMI P.O. Box 330708 Miami, Florida 33133 GENTLEMEN: BY THE ORDER OF: DATE: MAIL ALL DRAFTS DRAWN MUST BE MARKED: OPENER'S REFERENCE NO. WE HEREBY ISSUE IN YOUR FAVOR OUR IRREVOCABLE CREDIT FOR THE ACCOUNT OF FOR AN AMOUNT OR AMOUNTS NOT TO EXCEED IN THE AGGREGATE US DOLLARS T_HREE_M.ILLION ONE HUNDRED EIGHT THOU- SAND DOLLARS ($3,108,000.00) AVAILABLE IN WHOLE, OR IN PART; BY YOUR DRAFTS AT SIGHT ON THE BANK U.S.A. EFFECTIVE AND EXPIRING ON FUNDS UNDER THIS CREDIT ARE AVAILABLE AGAINST YOUR DRAFTS) MEN- TIONING OUR CREDIT NUMBER AS IT APPEARS ABOVE. THE BELOW -MENTIONED DOCUMENTS MUST BE PRESENTED AT SIGHT ON OR BEFORE THE EXPIRY DATE ON THIS INSTRUMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT. 1. BENEFICIARY'S SIGNED CERTIFICATION DATED SUBSEQUENT TO SEPTEMBER 30, 1982, THAT A FULL PUBLIC SECTOR FINANCING PACKAGE TO CONSTRUCT I-95 BIFURCATED RAMP SYSTEM HAS NOT BEEN COMMITTED BY APPROPRIATE GOVERNMENTAL AGENCIES; AND 2. BENEFICIARY'S OR ITS DESIGNEES' (BY WRITTEN DOCUMENT) SIGNED CERTIFICATION THAT SAID FUNDS, AND THE AMOUNT SOUGHT BY THE CERTIFICATION, ARE NECESSARY FOR THE CONSTRUCTION OF THE I- 95 RAMPS AND WILL BE SOLELY UTILIZED FOR THAT PURPOSE; 3. SUBMITTAL OF A FULLY EXECUTED "EQUITABLE REIMBURSEMENT AGREEMENT" BY AND BETWEEN THE BENEFICIARY (AND/OR ITS DESIG- NEE, BY WRITTEN DOCUMENT) AND GERALD D. HINES AND SOUTHEAST BANKING CORPORATION, THEIR SUCCESSOR OR ASSIGNS, WHICH SPECIFIES APPROPRIATE AND MUTUALLY AGREEABLE INTEREST RATES AND MATURITY DATES FOR THE REPAYMENT OF FUNDS DISBURSED PURSUANT TO THIS LETTER OF CREDIT. WE ENGAGE WITH YOU THAT DRAFT DRAWN UNDER AND IN CONFORMITY WITH THE TERMS OF THIS CREDIT WILL BE DULY HONORED ON PRESENTATION IF PRESENTED ON OR BEFORE THE EXPIRY DATE. THE ORIGINAL LETTER OF CREDIT MUST ACCOMPANY THE DOCUMENTS REQUIRED UNDER THIS CREDIT. DATE: THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1974) REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION 290. PLEASE ADDRESS ALL CORRESPONDENCE REGARDING THIS LETTER OF CREDIT TO THE ATTENTION OF , MENTIONING OUR REFERENCE NUMBER AS IT APPEARS ABOVE. VERY TRULY YOURS, F XF,TR7T "r " AUTHORIZED SIGNATURE 81 -1071L