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HomeMy WebLinkAboutR-80-0415RESOLUTION NO. 0 -41 5 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF MIAMI, DA.DE SAVLNGS AND LOAN ASSOCIATION, SEFRIUS CORPORATION, MIAMI t4ORLD TRADE CENTER, INC., EARL WORSHA�1 AND MIA?1I CENTER ASSOCIATES, INC. CONCERNING THE DEVELOP- MENT OF '1'Hf: All' RIGHTS OVER THE CITY OF MIAMI PARKING GARAGF IN CONNECTION WITH THE CITY OF MIAMI/UNLVERSITY OF MIAMI .IA"IES L. KNIGHT INTERNATIONAL CENTER, SUBSTANTIALLY IN ACCORDANCE WITH THE ATTACHED AGREEMENT. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement between the City of Miami, Dade Savings and Loan Association, Sefrius Corporation, Miami World Trade Center, Inc., Earl Worsham and Miami Center Associates, Inc. concerning the development of the air rights over the City of Miami Parking Garage in connection with the City of Miami/University of Miami James L. Knight International Center, substantially in accordance with the attached agreement. PASSED AND ADOPTED this 6th day of June, 1980. RA PH G. ONGIE CITY CLERK MAURICE A. FERRE M A Y O R id D11fi e%, ;, t ii�tJcl� ITEM [-j 0. -� ►. !!�VPREPARED AND APPROVED BY: TERRY V. P RCY ASSISTANT CITY ATTOR EY 0 AP GEORG D AS TO F4R?r-1,ND CORRECTNESS: . KNOX, JR., \CITY ATTORN CIT1f COMMISSION MEETING OF JUN5 1980 8 0 1 Mom" W ...w o • /"► /W* A G R E E M E N T THIS AGREEMENT, entered into this day of June, 1980, by and among THE CITY OF MIAMI, FLORIDA (hereinafter called the "City"), DADE SAVINGS AD LOAN ASSOCIATION (hereinafter. called "Dade"), SEFRIUS CORP., a Delaware corporation, and MIAMI WORLD TRADE CENTER INC., a Florida corporation (here- inafter collectively called "Sefrius") and EARL WORSHAM, an individual, and MIAMI CENTER ASSOCIATES, INC., a Florida corpora- tion (hereinafter collectively called "Worsham") W I T N E S S E T H: WHEREAS, Worsham did present to the City a plan for the development of a convention center, hotel and attendant parking facilities; and WHEREAS, Worsham was granted a right of first refusal with regard to whatever development was to take place in the air space above the parking facilities; and WHEREAS Sefrius, Worsham and Dade have presented to the City plans for the development of a world trade center in the i air space above the Parking Garage; and WHEREAS, Dade has made certain representations to the City i and the United States Department of Housing and Urban Develop- ment (HUD), in connection with an Urban Development Action Grant (UDAG) concerning Dade's participation in the world trade center; and «SUp POR TI V s ri F� $ } FQLL „� s0-415 0 VV r, -2- WHEREAS, Dade did agree that it would be interested in being the prime tenant in the trade center; and WHEREAS, the construction of the Convention Center and the Hotel have commenced and by the terms of certain contractual arrangements the Parking Garage must be ready for occupancy on or before February 1, 1982 and construction on the said Garage must begin by a time that will permit such occupancy date to be met; and WHEREAS, Miami Center Associates, Inc. and the City have 0 executed a contract designated "Turnkey Design and Development Contract" for the construction of a parking garage providing not fewer than 1450 parking spaces, with foundations and supports to permit the use of the air rights for the construction of a commercial building of 500,000 gross, leaseable square feet of space; and WHEREAS, the commencement of construction of the Parking Garage under said Turnkey Contract requires that the City sell its revenue bonds some time during the month of June, and the City finds it necessary to expedite the completion of arrangements respecting the leasing of the air rights; and WHEREAS, in order to sell its revenue bonds, as authorized by resolution of the City Commission, the City and Dade propose entering into a lease agreement (the "Lease") pursuant to which the City will lease to Dade certain air rights over, and other rights in, the Parking Garage and grant certain easements to Dade, subject to the terms and provisions thereof for use in constructing a Trade Center; and —_ _n 1 , T - - - - -- -3- WHEREAS, it is provided in the Lease, inter alia, that (i) the plans and specifications for the Parking Garage shall be subject to Dade's approval limited to Dade's determination of whether they comply with the engineering standards in Exhibit C of the Lease; (ii) Dade•may propose changes or additions to such .plans and specifications respecting architectural and aesthetic features to meet special needs of the special design of the Trade Center or to harmonize the appearance of the Parking Garage with that of the Trade Center, subject to entering into an agreement with Miami Center Associates, Inc. and to Dade's assurance that the City's maximum cost of $15,000,000 for the Parking Garage, if exceeded by reason of such changes or additions, will be borne by Dade and to the City's leasing of certain retail space to Dade upon terms enabling Dade to recoup costs of the Garage paid by Dade that benefit the City; (iv) Dade accepts the Demised Premises subject to the Turnkey Contract; and (v) Dade agrees to refund to the City any UDAG Grant not paid by the Government by reason of,Dade's failure to commence or complete the construction of the Trade Center by the respective dates prescribed by the Government; and WHEREAS, Dade is prepared to execute the Lease if it is assured that in the event the plans and specifications for the R jVE HOC U lI I EN � iS adovv„ /01\ r*41 -4- world trade center prepared by Sefrius and Worsham either are not delivered to Dade by July 20, 1980, or that such plans are not feasible in Dade's opinion, Dade shall have the right to proceed with a world trade center or commercial structure in the air space of its own design, said design to be compatible with the aforesaid turnkey agreement for the Parking Garage; and WHEREAS, Dade wishes to be further assured that, if it proceeds with a world trade center or a commercial structure in such air space of its own design as aforesaid, the right of first refusal for the air rights claimed by Worsham shall be specific- ally waived by Worsham to the extent hereinafter provided. NOW, THEREFORE, it is mutually agreed by the parties hereto: 1. The parties hereto accept the truth of each and every one of the statements contained in the foregoing preamble. 2. Sefrius and Worsham agree that they will jointly prepare plans for the devleopment of a 1450 car parking garage and a world trade center building of approximately 600,000 gross square feet to be built above portions of the Parking Garage and that these plans will be developed and forwarded to Dade prior to July 20, 1980. Dade will pay for such separate plans. 3. If the plans are submitted to it by July 20, 1980, Dade will analyze the plans and prior to August 1, 1980 will notify the parties hereto of its determination as to whether the trade center building called for, taken as a whole, provides an .economically feasible project for Dade and whether said plans for the parking garage conform to certain engineering standards as «SU P" i VE Ll 1 11 rJ -5- agreed between the City and Dade. 4. If Dade and the City approve the plans submitted by Sefrius and Worsham and Dade shall enter into an agreement with i Sefrius and Worsham for the development and leasing of the afore- said trade center and the City and Dade shall enter into a - lease agreement leasing the air rights and other rights in and over the parking garage for such trade center, said Turnkey Contract shall be assigned by Miami Center Associates, Inc. to Sefrius and Worsham by novation and the plans of Sefrius and Worsham shall be used for the construction of the parking garage. When, if and as Dade proceeds with its plans for the construction of the trade center to be built in the air rights leased under the Lease, Dade herewith agrees that it will, in the course of said construction, comply with the representations made on Dade's behalf or by Dade directly to the United States of America, Department of Housing and Urban Development respecting the UDAG Grant, and that Dade will reimburse the City if any refund of the UDAG Grant is required by UDAG to be refunded by the City as the result of any failure to 'comply with said representations. 5. If the plans as called for are not•submitted to Dade by July 20, 1980, or, after analysis of the plans, Dade determines that the plans do not represent a project it wishes to become involved with, then Dade will so notify Sefrius, Worsham and the City prior to August 1, 1980. -6- 6. If Dade notifies Sefrius, Worsham and the City that it does not wish to go forward with the Sefrius and Worsham plans, then the City shall have 30 days from the date of receipt of such notice in which to inform Dade that the City is releasing Dade of its obligations under the Lease and any other obligations entered.into by Dade and the City. If the City so releases Dade of its obligation herein, the right of first refusal to the air rights shall automatically revert to Miami Center Associates, Inc. The 30 day period may be extended by Worsham through notice to Dade and the City. 7. If and at the time the City releases Dade of its obliga- tions as lessee, Dade and the City shall execute mutual releases as to all claims against one another; however, the City shall reimburse Dade for any expenditures under the lease that Dade has reasonably incurred, including all reasonable expenses of Sefrius and Worsham, not in any event to exceed $ . 11suC?meNI-i-r-���� r Joseph R. Grassie May 30, 1980 City Manager Lr: r:F V. Conference/Convention Center Vincent E. Gr' mm "'dr ' ,`Ass Atant City. i nager In order to be able to present to the City Commission a firm purchase contract for the $60,000,000 of bonds for the Conference/Convention Center, it is necessary that we be authorized to proceed with the sale on June 6. The pre- ferred procedure would have been for the City Commission to give final approval to the Trust Indenture and the Official Statement. These actions would have been the catalyst for the sale of the bonds. In order to finalize the Trust Indenture and the Official Statement, it is necessary that all documents involved would have been approved in final form by the Commission. Unfortunately, we have not been able to resolve the air rights lease for the World Trade Center in time for those provisions to be incorporated in the Official Statement and Trust Indenture on June 6. In disussions with the City's Bond Counsel and Bond Underwriters, they have agreed that we could proceed on this basis with every effort being made to finalize these documents in advance of June 19. Attached is a copy of the proposed air rights lease for the World Trade Center. At the present time it is not signed by Dade Savings and Loan. It is hoped that the Commission will adopt this agreement in principle and authorize you to execute the agreement when all the final provisions have been satisfied. As it stands now, the only major obstacle is the extent of approval by Dade Savings and Loan of the plans for the parking structure. If Dade Savings and Loan come to an agreement with the Miami Center Associates for the development of not only the parking structure but the World Trade Center Tower, then the problem of con- trol will be resolved. Also attached is a companion agreement to the air rights lease. This companion agreement satisfies further the relationship between the parties, i.e., City of Miami, Dade Savings and Loan Association, Sefrius Corporation and Earl Worsham. In essence the Commission needs to authorize on June 6th (1) authority to proceed towards a firm 'Purchase contract for the S60,000,000 Bond Issue on June 19; (2) approval in principle of the air rights agreement with authority for the City Manager to execute the agreement when the terms have been finalized; (3) authority for the Manager to execute a companion agreement for the air rights lease which establishes relationship between the parties. o rn IV E +•� 1i On June 19 we will ask the Commission to approve the following: 1. The Trust Indenture 2. The Official Statement 3. The purchase contract for $60,000,000 in Revenue Bonds 4. The final version of the supplement to the Lease and Agreement dated September 13, 1979 5. To authorize an increase in the scope of the Rooney Contract 6. To authorize an increase in the scope of the Florida Steel Contract cc: Earl Worsham Jim Connolly Joe Guandola Ernesto Pena { .. 2 _