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HomeMy WebLinkAboutM-77-01574 MZB2 9(1809) (2r050996E054)PD 02/23/77 1809 "Eat23 pH 7 ICS IPMBNGZ CSP 3123320525 TDBN CHICAGO IL 19 02-23 0609P EST PITS THE HONORABLE MAURICE A FERRE, MAYOR OF THE CITY OF .MMIAtI, DLR CITY HALL 100 BISCAYNE BLVD MI,AMI FL 33133 1 'REGRETFULLY WISH TO WITHDRAW FROM THE WATSON ISLAND PROJECT BECAOSE OF THE QUANTITY AND QUALITY OF THE PUBLICITY. A N PRITZKER NNNN _. i ler are E:4 e irevi Mayor Nautice Terre City of Miami 3500 pan American Avenue Miami, Vlorida 33133 . 3j g. t+ i A I 'F e Li v `ebruary 90 1977 Dear Mayor Verte: On t,ednesday, January 26, 1977, and Tuesday, February 1, 1977, joint meetings of the t,'atson island Sub -Committee of the New World Center Action Committee and the Watson Island Citizens' Committee were held to discuss the progress of the Wat- son Island project. The committees unanimously agreed to support the City Mana- ger's attempt to negotiate an agreementwith Mr. A. N. Pritzger to develop, operate and assist in financing the project. further, it taas recot.mtended that: • Development of a recreational marina iar_ili.ty en the northeast portion of Watson Island proceed at the earliest possible sate, within the con- cept of the land use master plan recommended by the City's consultants. As a first step toward this goal, the City Commission is urged to au- thorize the City Manager to solicit proposals for the narina development. • Alternative strategies be developed which contemplate the possibility that an agreement may not be reached with Mr. Pritzger and/or that the size project presently envisaged may not attract adequate financing. Such alternatives should include consideration of a segmented approach to development, thereby allowing for a smaller initial investment with future growth financed by internal cash resources. • Nee f._rehne eF; gn er cereel t_t_:t f ecc 1.e t nc e.. e4 vie!: rerree t to the southwest portion of Watson Island until a preliminary contract has been signed with a suitable operator for the family cntertainrieut center and preliminary discussions have been held with potential financing sources. • If present negotiations with Mr. Pritzger do not result in a signed developer/operator agreement providing for a financial commitment on Mr. Pritzger's part by February 17, ].977, that a nationwide solicita- tion for developer/operator proposals be undertaken by the City administration, , j.� `�, � ,1�?i:_dCQ9.j..�_._�. ;xo„ 77—..2.05/ • Oppairi tt I to p_ 7 ''. t" `' 1 � 2ii-, -4 j I sir ,. t V 's I.� + i �i mrx'@ i MOOT Maurice I`ef re Fagg 2 February 9, 1977 We sincerely hope that you and the members of the City Commission will give serious consideration to the foregoing recommendations, Please feel free to nail on us if we can be of assistance to the Commission or the City administra- tion as you proceed with this very important project. Charles E. Cobb, Jr. Co -Chairman Watson Island Sub -Committee EWP:dm cc: Vice Mayor Rose Cordon Commissioner Theodore Gibson Commissioner J. L. Plummer, Jr. Commissioner Nanoto P..eboso ;City Manager Joseph Grassie W. Powell Co -Chairman Watson Island Sub -Committee !;'•:?: i .i•'. ',;i:. .ij C'li:`: '.; ,' (_'::�' . .'::'. �(.•. i• ACP IT made and entered into this' ..1 %1 day of February 1977, by and between TIE `CITY OF ttA.HI, a municipality ofbade ade County, State of Florida (hereinafter referred to as "CITY"), and FUTURE WORLD ENTERPAISES, INC., a Delaware corporation (hereinafter referred to ae "F.W.E."). WIT t S S E T u; Wt MEAS, CITY is the other in fee simple of an undeveloped parcel of property located on Biscayne hay, bade County, Florida, e•oanaon1y known as Watson Island, comprising approximately eighty (80) aeres and 8,100 lineal feet of shoreline; and • WAIEREAS, CITY has obtained a concept plan for the development of said 'Watson Island as prepared by Fowler, Ettinger, Potter & hart, dated October 20, 1576; and VHEREAS, said plan contecplates the developcent of a portion of tratson Island into a major recreational and amusement park area of quality design. and luxurious landscaping, consisting of not less than thirty (30) acres ("Watson Park"); and WHEREAS, it is well known that tourism has been a major industry in the Miami area for'several decades and, as such, should be encouraged and 'fostered; and WHEREAS, tourists spend substantial ponies during their stay in the Miami area, thereby greatly benefiting the citizens and economic welfare of Miami; and WHIMS, residents of the City of Miami) Dade County, South Florida, • and the State of Florida, as Steil as visiting tourists, mould benefit by and support Watson park; and WHEREAS, ,C 1'Y has conducted various studies to determine the type of tourist attraction that mould most effectively strengthen its tourist activities, intending thereby to benefit its citizens And the titizens of, s Florida, and has, it this regard, determined that at attraction such as Watson Park would meet such objective; and WHEREAS, CITY has made a legislative finding that said development of said Watson Park vould nerve such valid public purpose in promoting the economic, commercial, and tourist deveopiaettt of the City, State,, and its tititens; and WHEREAS, CITY, in furtherance of such public purposes, intends to issue bonds supported by the revenue generated from the operation of Watson park so as to finance the purchase of said Watson Park its order that said develop- ment shall be available for public use; and further, if required to obtain financing for Watson Park,•CITY shall additionally secure the bonds by pledging the CITY non -ad valorem tax revenues, t,•hich shall include, but not be limited to, those franchise revenues received by CITY from Florida Power & Light Company, in an amount not to exceed $22.5 million; and WHEREAS, CITY, through its elected City Commissioners has made a legislative finding that F.W.E. is endowed with a unique professional capability not otherwise available to CITY, and that said F.W.E. possesses the financing, building, and Managing qualifications to accomplish the purposes of this Agreement; and 1 MEAS, P.W.E., as an independent contractor, has agreed to build and operate Watson Part; and in the performance thereof P.W.E. agrees to loci �tftri Cr:rnr.Lruct Jon wrap .dies and personnel and, all other things being equal, give preference thereto in the performance hereof; and MUM, P.W.E. agrees to provide a sum equal, to 000,000 of original.. a eapi al (from which the follosing $100,000 may be deducted) uhieh may be used for Purpose's of -the project; and k #EREAS, after obtaining preliminary financing arrangements, 14. t.g.. and CITY shall each contribute at amount not to exceed $100,000 for the preparation of said preliminary plans, specifications, and feasibility studies for the purpose of enabling 1'.W.E. and CITY to determine their respective interests in developing said Watson Park in accordance with terns and conditions hereinafter specified (such funds to be non-refundable to the parties and such plans to be the property of CITY); and • WHEREAS, CITY, acting in co=p1iance with its legislative findings as hereinabove specified, and P.W.E., seeking to act in accordance with the terms hereinabove, each wish to implement and agree to the terms herein specified; NOW, TUEREFORE, in consideration of the foregoing, and the mutual • covenants contained herein, and the sum of Ten Dollars ($10.00), each to the other in hand paid, the receipt whereof is hereby acknotsledged, it is agreed as follows: • 1 Tha the fore in recitals, including the recital Of consideration are true and correct. 2. U can exec, utio:1 i i': financ my satisfactory to both parties heeetc, p.W.t. shah contract far .the preparation of preliminary plant, specifications and feasibility studies for the development of Watson park, such items to be completed within one hundred eighty (180) days from ordering said preparation. The design team shall be jointly selected by P.W.E. and CITY, and shall be formally approved by the City Commission. It is agreed that the design team shall create preliminary plans, specifications, and feasibility studies for a major recreational and amusement park area of quality design and luxurious landscaping, under the it ed ate supervision of '.W.E., but subject to the direction and control of the CII'Y; the design tea„ shall submit periodic progress reports to the CITY for its approval. Such preliminary plans, specifications, and feasibility studies shall be based upon a total project budget, including all interest reserves and contingencies, not to exceed $45,000,000 and shall be in such form as to provide financial institutions with adequate information for financing the project. Expenses incurred in connection with the foregoing preliminary plans, specifications, and feasibility studies, the total cost of which shall not exceed $200,000, shall be borne equally between P.W.E. and CITY and shall relate solely to the Watson Park portion of Watson Island. Parties acknowledge that instant Agreement is not, and shall not be contended or construed to be, a Joint Venture; that the sharing of the foregoing expenses has been negotiated at arms length; and that the expenses hereof are a necessary prerequisite for the development of Watson Park and for the benefit of each of the parties hereto. -4- 3. P.W4E.1Mhati have fortyative (45) days frost the eampietion and t3d11vety t e It 6! ti/t rrpl 4 m f ri'► -v m ils . Apot i fieat f.ons, feasibility Studies, and east analyses (" 45..day period"), to obtain for CITY n tow— mitment for the purchase of the revenue bonds or other financing arrange.. Manta to be used for the purchase of the completed Watson Park. The commitment to be obtained shall be from an underwriter of sufficient stature as to permit P.W.P. to pecure appropriate construction financing fot the development of Watson Park; whereupon said underwriter shall use funds to derived to repay the construction loan at the time of CITY's pur- chase of the developed Watson Park from F.W.F. In the event that suitable financing arrangements cannot be consummated within the 45-day period, then, .and_ in that event, instant Agreement shall become null and void. 4. The revenue bonds to be issued by CITY shall provide interest not exceeding the prevailing rate of interest as authorized by the State of Florida; will be secured by revenue derived from the operation of Watson Park after pay - treat of current operating costs thereof; and shall be further secured to the extent of $22,500,000 by CITY's non -ad valorem tax revenues, which shall include, but not be limited to, Florida Power & Light Company franchise revenues. 5. Upon obtaining the hereinabove specified financing, F.W.E. shall develop and construct Watson Park: in accordance with plans and specifica- tions approved by it and CITY. s ';she e osb of th4 tio?,ttrt'f: naf: tt+ Ofet.Ar$•4K00 660 ► :1. .nt ludo but oe be limited to, the following: (1) All hard costs; (2) All soft casts; () All advertising and promotion expenses; (4) All financing charges; (5) 1'0t7.L. overhead attributable to Watson Park project (but to commissions or fees related to the eonstruCtiOA of Watson Park); (6) "Start Up" expenses; and (7) All miscellaneous expenses necessary for development and construction. Such costs shall be approved by CITY in advance of payment. ,All underwriting fees incurred in CITY's sale of bonds, as specified herein- above, shall be included in the said $45,000,000 projected cost for develop- anent of Watson Park, 6. In the development of Watson Park, CITY agrees to perform the follow- ing (for which'F.W.E.- shall have no responsibility and, as such, shall not be included in F.W.E.'s cost of construction): .(a) Required bulkheading of Watson Island except that ,portion abutting Watson Park, which portion shall be completed at rim § cost, if required by aps proved plans. Said bulkheading shall ba completed at the opening date of Watson lack. (b) All required ingress and egress roads to and from the City of Miami a Watsonn Park shall be completed by CITY at the opening data of Watson Park. P.W.E. shall be responsible for all reads within Watson Park; and (c) CITY, at commencement of construction, shall bring ufater, sewer, and all other necessary utili,tica to the .Watson Park site. 'P.W.H. shall be responsible for the installation of such utilities within • Watson Park. 7. CITY will install parking facilities as mutually agreed upon by P.W.M. and CITY. Such parking facilities shall not be deemed a part of P.`h'.P.'s cost, and shall be located on land adjoining Watson Park. The contetaplated'design of Watson Island shall insure the con- tinued use thereat of the following existing facilities: Chalk's Plying Service, the Heliport, Japanese Gardens, Outboard Motor Club, and Miami Yacht Club, unless the parties hereto mutually agree otherwise. The par- ties hereto reserve the right, however, to trove such facilities within the confines of Watson Island so as to facilitate the most advantageous develop- ment of Watson Park. CITY agrees that the development of Watson Park shall not be undertaken on a parcel smaller than thirty (30) acres, exclusive of parking area. . 8. CITY shall lease Watson Park (and the land on which it is eituated) t ► F.*t1.l. 'iha tent and provisions of said lease shall: he negotiated end epproptiately e> ecuted by the parties hereto ran of print tu the date the forty-five '(45) day period cbmMenees. Said leaae agreement thaii. include, among other things to be negotiated, the following: (a) The term of the lease shall obit Bide utith the term of Ct's bonds, but in no event be less that twenty (20) years. tessee shall have option to renew for an addi- tional twenty (20) years upon same tears and conditions. (b) Revenue income from operation of Watson i'ark shall be expended in the following order of priority: (1) Current operating costs associated 'with the operation of the development, including an amount equal to two percent (2%) of gross revenue%% to be paid as a "Management Pee" to "Management Company ..-.., as hereinafter defined. (2) Sufficient funds for establishment of reserve for renovation/repair, painting, replacement, etc. of Watson Park. (3) Debt service on (a) revenue bonds not guaranteed by CITY, and (b) to the extent cash is available, cie5't'servree .on a11'"other indebtedness.--:-,v (4) Payment of a sum equal to two percent (2%) of gross revenues to Management Company as • additional Management ree and payment t the CITY af a sum equal to two percent (A) of gtots rever►upr 1z.c7a t tit., the parties to be paid pari passe. (5) A further sun equal to two percent (2%) of gross income, if available) shall be paid as additional land rent to CITY. (6) Pive percent (5%) of the gross revenues shall be reserved to serve as a fund for the future improvement of the park. such fund will be used for purposes mutually agreed to by CITY and F.w.E. (7) Punds which may remain after the above expendi- tures shall be used to reduce the principal amount of revenue bonds outstanding until such bonds are totally retired, or may be used to expand Watson Park, upon the mutual agreement of the parties hereto. (8) Funds which may remain after the above expendi- tures shall be distributed equally to CITY and F.W.E. Items (4) through (8) above shall be paid only to the extent cash is available, and any deficiencies in any year shall be accrued and paid in order of priority. (c) CITY, at no additional cost to F.W.F. or Watson Park, shall promote Watson Park in its municipal advertising. —9— . (d) (e) Use of Watson park shad be limited to amusement and teerea= tional purposes for the general public, and shall not include hotel, motel, or sleeping accommodations. It is contemplated by parties that since this property is owned by CMTSt, no municipal ad valorem taxes will be assessed thereon. This exemption does not affect the taxing powers of other agencies of the State of Porida, attd in the event that the highest court of competent jurisdiction determines ad valorem taxes are due on property, they shall be paid' as follows: (1) Non -CITY taxes shall be paid from current operating expenses of t:atson Park. (2) CITY taxes shall be deducted from CITY's land rent payments described in Section 8(b)(5). 9. The CITE` shall establish and appoint an administrative agency which shall be empowered to effectuate the terms of this agreement on behalf of the CITY and to exercise reasonable control of the :management and operation of Watson Park. 10. F.W.E. shall form a company . ("Management Company ") with which to enter into an agreement with Lessee ccimpany =R for the management _ of Watson Park. A nanagecent agreement will be negotiated, submitted to each of the parties hereto and agreed upon, in writing, on or prior to the date 45-day period commences. The management agreement will contain the following: 10 - (a) The fee paid to Management Cal patty (the "Manage* meta Pee") will be a total of four percent (42) of gross revenues of Watson park, to be distributed as herein indicated, it being understood, however, that payment of this fee shall be in accordance with and subject to priority payttts established in Paragraph "S(b)" hereof. The fee shall be a eottmission, and shall riot include salaries of any managerial personnel hired by management company ' ,to operate Watson Park. Said salaries shall be included in operating costs of `Watson Park. (b) The management company r shall have sole authority in the day-to-day management of Watson Park, subject to the ultimate approval of the administrative agency which is to be established by air:. (c) The tnanagenent agreement will be for a term identical with the terra of the lease agreement and any options thereto. 11. If financing is obtained in accordance with this Agreement, parties hereto agree to deliver at time of closing transaction, or as needed, all in- struments and documents necessary to effectuate the obligations and agreements of parties hereto, one unto the other; And CITY represents and warrants that it has full power and authority to enter into this Agreement and assume and perform all of its obligations hereunder. - 1,1- 121 A3ty!party may waive the strict perfonae of any agreement, eavenant or representation made hereunder. Any such waiver, however, oust be made in writing, and waiver of one covenant or representation shill not be considered a waiver of any ether covenant or representation. Further, P.W.E. tttay alter this agreement within thirty (30) days from this date, XXXXXXrf4X.\l XXXi Xl&g2 V4XXX1C.10tilyTatVl1=XXXXi'/.l XIbt ll4XXXXXXXXXAJt X provided, however, that any such alterations are approved by CITY and have to adverse effect on the intent of this agieetnent. 13. All conditions, terms, covenants, warranties, and representations tade herein shall survive closing of this transaction and delivery of all required instruments hereunder. 14. All notices under this Agreement shall be tailed by certified tail, return receipt requested, or properly delivered to parties hereto, at following representative address: Mayor Maurice rerre City of Miami City Hall, Dinner Key Miami, Florida 33133 George F. Knox, Jr. City Attorney City of Miami •174 East Flaglcr Street Miami, Florida 33131 Joseph R. Grassie, City Manager City of Miami City Hall, Dinner Key Miami, Florida 33133 Future World Enterprises, Inc. TWO First National Plaza Chicago, Illinois 6060S 15. This Agreement shall be binding upon and it made by parties hereto . Apo behalf of themselves, their represettatives, successors, Nominees, design meet, subsidiaries, and assigns. 1:6. /his Agreement may be executed simultaneously in four (4) or tore :counterparts, each of uhieh shall be deemed an: original, but all of which, together, shall constitute bile and the sate instrument. 17. Rights and privileges reserved in this Agreement in favoi of E.tt.tw. aay be assigned, in whole or in part, by '.'.E. to any patty who may be here- ' after designated by I'.W.E., only with the written consent of CITY, which con— sent shall not be unreasonably withheld by CM, and such rights may be exercised by assigns and nominees of PALE., and/or exercised by successor or successors in interest of the nominees or assignees of P.W.E. Control of U.E. shall remain with Mr. A. V. ?ritzli er and/or members cf his family unless specifically agreed to by CITY. CITY shall not sell tlatson Island -or assign this Agreement in whole or part. • IN VITt ESS t,'HEREOS , the parties hereto have executed this Agreement the day and year first above written. Signed, sealed, and delivered THE CITY OF rIIAKI in the presence of: • I.TU E VORLD ENTERPRISES, INC. A, It! Pie r rz E//-ram, 4-rr eva,v67 t? at* MiAMt. tLorti5A iNttf ,O `Fiirt MEMO tANtt M ta: Mayor and Metbets of the dity CoMMission t.`tom ff^4Joseph 11, Crassie ( ity Manager BA te, Stfl JECt: ENCLOSURES: rta1.81i7 tilt: Watson island bevelopttert Costs Not Part of pte jedt the following is a brief surnttary of the developt'tent costs whidh we lay expect would be associated with going ahead on the Watson island project, but which would not be funded from the $45 million bond issue, The following are necessary expenses which would have to be incurred if the project were to go forward: Sanitary Sewer and Water Lines brought to park site Sanitary Sewers Water Lines $ 6600000 85 000 $ 745,000 Surface Parking on 16 acres fot 1,750 cars-$ 710,000 On -off access ramps to MacArthur Causeway -$1,250,000 Pedestrian Overpass and Service Roads Pedestrian Overpass $ 450,000 Service Roads 360,000 $ 810,000 Storm Drains for entire island $ 210,000 The next set of potential expenses are conditional, based on the eventual design of the park: Two ferries for waterborne transportation -$1,550,000 Slips for ferry docking $ 250,000 Bul.kheading and shoreline improvements relating to marina Bulkheading Shoreline Improvements Dredging $ 300,000 240,000 290,000 $ 830,000 If it were determined sometime in the future that ramp parking was necessary and economically feasible, it would cost approximately $3,000 per car spate to construct, for whatever cumber of cars would be required in addition, to the surface parking already described.