HomeMy WebLinkAboutExhibit 1MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into by the City
of Miami ("City"), the State of Florida Board of Trustees of the Internal Improvement Fund
("Trustees") and Brickell Place, Phase II, Marina Association, Inc. ("BPM II"); all parties shall
be collectively referred to as the "Parties."
WITNESSETH:
WHEREAS, the City and the Trustees plan to engage in settlement discussions with
regard to the ownership interests of the Propertyl; and
WHEREAS, in an effort to preserve its interests and claims with regard to the Property,
the City initiated the following action; City of Miami v. Brickell Place Condominium
Association, Inc., et al., Miami -Dade County Circuit Court Case No. 2010-59682 CA 22
("Litigation"); and
WHEREAS, in 2011, the Trustees issued BPM II Sovereignty Submerged Lands Lease
in connection with certain portions of the Property ("Lease"); and
WHEREAS, BPM II is an occupant of the Property and desires to rebuild marina
structures lying on top of the Property; and
WHEREAS, the Parties wish to enter into this MOU in order to allow BPM II to rebuild
its respective marina structures lying on top of the Property and in order to allow the City and the
Trustees to engage in settlement negotiations in an attempt to resolve their dispute regarding
ownership of the Property.
NOW, THEREFORE, in consideration of the foregoing and mutual covenants
hereinafter set forth, the Parties agree to the following:
1. The Recitals described above are hereby incorporated by reference into this MOU and
made a part hereof.
2. The City, the Trustees and BPM II agree that any and all claims, interests, rights and
privileges which each Party may have with respect to the Property are hereby preserved.
No actions which either the City or the Trustees take in connection with this MOU shall
be deemed or construed as a waiver of any claims, interests, rights, and privileges which
the City and the Trustees may have with regard to the Property.
3. If, after the execution of this MOU, the City and the Trustees cannot find an amicable
resolution with regard to the ownership interest of the Property, then any rights, interests,
claims, and privileges each party may have with regard to the Property are hereby
preserved.
1 The term "Property" refers to the submerged lands described in Deed No. 19447 recorded in
Official Records Book 3130 at page 257 of the Public Records of Miami -Dade County, Florida.
Initials: City Trustees BPM II
4. The City shall not preclude or otherwise deny any kind of application for permits
submitted by BPM II, with respect to the rebuilding of its marina structures lying on top
of the Property, provided that all federal, state, and local building requirements are met.
The issuance of any kind of permit by the City to BPM II shall not constitute a waiver by
the City and/or the Trustees of any rights, interests, claims, or privileges which the City
and/or the Trustees may have with respect to the Property.
5. If the City is ultimately declared the owner of the Property by way of agreement, court
decree, or otherwise, then the City shall honor the same essential terms contained in the
Lease, to the extent allowed by law.
6. This MOU shall be governed, construed, and interpreted in accordance with the laws of
the State of Florida.
7. No modification, amendment, or waiver of any provision of this MOU shall be effective
unless the same shall be in writing and signed by each of the Parties hereto. Any waiver
of any provision of this MOU shall be effective only in the specific instance and for the
specific purpose for which given.
8. This MOU constitutes the entire understanding between the Parties, with respect to the
subject matter hereof and each provision of this MOU shall be interpreted in such a
manner as to be valid, legal, and enforceable.
9. The terms and signatures on this MOU received by way of facsimile, mail, and/or e-mail
transmission shall be deemed to be executed, lawful, and admissible for all purposes as
may be necessary under the terms and conditions of this MOU.
10. All Parties hereto represent to each other that they have carefully read this MOU, and
understand its terms and conditions, without reservation.
IN WITNESS THEREOF, the parties have caused this MOU to be duly executed as of
the last date set forth below:
[Signature Page Follows]
Initials: City Trustees BPM II
City of Miami
By: /S/
Print Name:
As Its:
Date:
Board of Trustees of the Internal Improvement Fund of the State of Florida
By: Department of Environmental Protection
By: /S/
Print Name:
As Its:
Date:
Brickell Place, Phase II, Marina Association, Inc.
By: /S/
Print Name:
As Its:
Date:
Initials: City Trustees BPM II