Loading...
HomeMy WebLinkAboutAgenda Item Cover PageAGENDA ITEM COVER PAGE File ID: #17848 Resolution Sponsored by: Commissioner Damian Pardo A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN INDEMNIFICATION AND HOLD HARMLESS AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN BH3 IG DEVELOPER LLC, IG PARKING LLC, IG RETAIL, LLC, ISLANDS GARDENS DEEP HARBOUR LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, AND THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA ("CITY" OR "PROPERTY OWNER"), AND BH3 IG DEVELOPER LLC, IG PARKING LLC, IG RETAIL, LLC, ISLANDS GARDENS DEEP HARBOUR LLC HEREINAFTER COLLECTIVELY DESIGNATED AS THE ("DEVELOPER"), WHICH SHALL BE BINDING ON THE PROPERTY OWNER AND DEVELOPER, ALL HEIRS, SUCCESSORS AND ASSIGNS, PERSONAL REPRESENTATIVES, MORTGAGEES, LESSEES, AND AGAINST ALL PERSONS CLAIMING BY, THROUGH OR UNDER THEM, WITH AND IN FAVOR OF MIAMI-DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, ITS SUCCESSORS AND ASSIGNS ("COUNTY"), AND THE MIAMI- DADE WATER AND SEWER DEPARTMENT, ITS SUCCESSORS AND ASSIGNS, HEREINAFTER DESIGNATED AS ("WASD"); FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO EFFECTUATE SAID AGREEMENT. City of Miami Legislation Resolution Enactment Number: R-25-0307 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 17848 Final Action Date:7/24/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN INDEMNIFICATION AND HOLD HARMLESS AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN BH3 IG DEVELOPER LLC, IG PARKING LLC, IG RETAIL, LLC, ISLANDS GARDENS DEEP HARBOUR LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, AND THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA ("CITY" OR "PROPERTY OWNER"), AND BH3 IG DEVELOPER LLC, IG PARKING LLC, IG RETAIL, LLC, ISLANDS GARDENS DEEP HARBOUR LLC HEREINAFTER COLLECTIVELY DESIGNATED AS THE ("DEVELOPER"), WHICH SHALL BE BINDING ON THE PROPERTY OWNER AND DEVELOPER, ALL HEIRS, SUCCESSORS AND ASSIGNS, PERSONAL REPRESENTATIVES, MORTGAGEES, LESSEES, AND AGAINST ALL PERSONS CLAIMING BY, THROUGH OR UNDER THEM, WITH AND IN FAVOR OF MIAMI-DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, ITS SUCCESSORS AND ASSIGNS ("COUNTY"), AND THE MIAMI- DADE WATER AND SEWER DEPARTMENT, ITS SUCCESSORS AND ASSIGNS, HEREINAFTER DESIGNATED AS ("WASD"); FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO EFFECTUATE SAID AGREEMENT. WHEREAS, The City of Miami ("City" or "Property Owner") is the fee owner of the real property legally described on Exhibit "A," attached and incorporated ("Owner's Property") and desires to have water and sewer service rendered to the Owner's Property; and WHEREAS, BH3 IG DEVELOPER LLC, IG PARKING LLC and IG RETAIL LLC, all Delaware limited liability companies, executed an Assignment to become, collectively, ("Developer") for that certain Agreement for "Island Gardens (fka Flagstone Island Gardens," ID# 19402b, dated October 5, 2023, recorded in Official Records Book 33949, at Page 2618 of the Public Records of Miami -Dade County, Florida, joining ISLAND GARDENS DEEP HARBOUR LLC, a Delaware limited liability company, who was already part of the Agreement; and WHEREAS, that certain Agreement for "Island Gardens (fka Flagstone Island Garden)", ID# 19402b, was executed between Miami -Dade County ("COUNTY"), a political subdivision of the State of Florida, and FLAGSTONE ISLAND GARDENS, LLC, ISLAND GARDENS DEEP HARBOUR LLC, ISLAND GARDENS PARKING STRUCTURES, LLC and ISLAND GARDENS RETAIL EXPERIENCE LLC, dated November 3, 2022, recorded in Official Records Book 33455, at Page 4523, of the Public Records of Miami -Dade County, Florida, which superseded the Agreement for "Island Gardens at Watson Island", ID# 19402a, dated September 4, 2015, recorded in Official Records Book 29767, at Page 1866, which superseded the Agreement for "Flagstone Island Gardens", ID# 19402, dated April 25, 2007, recorded in Official Records Book 25664, at Page 680. The City of Miami and ISLAND GARDENS DEEP HARBOUR LLC, a Delaware limited liability company, were both parties to Agreement 19402b; the CITY as OWNER/DEVELOPER and ISLAND GARDENS DEEP HARBOUR LLC as DEVELOPER. The CITY and ISLAND GARDENS DEEP HARBOUR LLC remained as parties to the AGREEMENT, with the CITY signing the Assignment as OWNER and ISLAND GARDENS DEEP HARBOUR LLC, signing as DEVELOPER; and WHEREAS, prior to the previously recorded Agreement, ID# 19402b, the CITY, the FLAGSTONE ISLAND GARDENS, LLC, ISLAND GARDENS PARKING STRUCTURES, LLC, ISLAND GARDENS RETAIL EXPERIENCE, LLC and ISLAND GARDENS DEEP HARBOUR LLC, requested water and sewer service to be rendered to property owned by the CITY and leased to the ASSIGNORS and ISLAND GARDENS DEEP HARBOUR LLC, pursuant to a Master Development Agreement, dated April 13, 2020 (the "MDA"), with FLAGSTONE ISLAND GARDENS, LLC, including a Marina Component Ground Lease, dated April 13, 2020, a Parking Component Ground Lease, effective April 13, 2020, and a Retail Component Ground Lease, effective April 13, 2020, for the Island Gardens Development (formerly known as Flagstone Island Garden Development) ("Development"). Subsequently the marina component was assigned to ISLAND GARDENS DEEP HARBOUR LLC, the retail component was assigned to ISLAND GARDENS RETAIL EXPERIENCE LLC, and the parking component was assigned to ISLAND GARDENS PARKING STRUCTURES, LLC, respectively, through an Assignment and Assumption of Ground Lease executed by FLAGSTONE ISLAND GARDENS, LLC; and WHEREAS, thereafter, pursuant to a Master Development Agreement Assignment of Rights, dated April 12, 2023, the property was leased from FLAGSTONE ISLAND GARDENS, LLC to BH3 IG DEVELOPER LLC, including a parking component and a retail component. Subsequently the parking component was assigned from ISLAND GARDENS PARKING STRUCTURES, LLC to IG PARKING LLC, per an Assignment and Assumption of Parking Ground Lease dated April 14, 2023. The retail component was assigned from ISLAND GARDENS RETAIL EXPEREINCE LLC to IG RETAIL LLC, per an Assignment and Assumption of Retail Ground Lease, dated April 14, 2023; and WHEREAS, WASD provided Points of Connection for the project under the Agreement ID# 19402b, which provided notice of conflicting water and sewer mains within the property; and WHEREAS, one of the DEVELOPERS, BH3 IG DEVELOPER LLC, hereinafter "BH3," in conjunction with their development, shall cooperate and agree to a non-exclusive permanent easement with WASD on such terms acceptable to the parties, for an emergency thirty-six (36) inch water main within the Watson Island boundary and shall coordinate and agree to a non- exclusive permanent easement with WASD on such terms acceptable to the parties for the installation of a future water main around the property, as described in First Amendment South Road Permanent Easement Agreement (Parcel D), recorded in Official Records Book 26598, at Page 1446, provided there is cooperation through BH3's foundation work, design parameters, water mains infrastructure, and encroachment; and WHEREAS, BH3, is building a sales center over the underground utility, adjacent to which is the foundation system for a proposed South Tower apartment building for which they will not indemnify or hold harmless WASD from any failure of the underground utility that results in subsequent damage; and WHEREAS, BH3 will be abandoning twenty (20) inch and thirty-six (36) inch water mains in place as well as a portion of the sanitary sewer collection system that are in conflict with the abovementioned proposed development plans, contingent upon adherence to WASD's abandonment standards, which include either filling with grout or providing a hold harmless and indemnification; and WHEREAS, WASD desires that the PROPERTY OWNER and DEVELOPER execute a hold harmless agreement as a condition for the abandonment of the existing water mains as an inducement for the conveyance of water and sewer facilities pursuant to the Agreement for ID# 19402b; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is authorized' to negotiate and execute the Agreement, between the City and Developer, in a form acceptable to the City Attorney, with and in favor of the County and WASD. Section 3. The City Manager is further authorized' to negotiate and execute all necessary documents, including amendments and modifications to said Agreement, in a form acceptable to the City Attorney, as may be necessary to effectuate said Agreement. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: rge = . Wye ng III, C ty ttor -y 7/15/2025 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions.