RESOLUTION 91-20377 RESOLUTION NO. 91-20377
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH APPROVING A SETTLEMENT OF ALL OF THE
MIAMI BEACH MARINA LITIGATION, AUTHORIZING THE
MAYOR AND THE CITY CLERK TO EXECUTE A SETTLEMENT
AGREEMENT WITH CARNER-MASON ASSOCIATES, LTD. ,
TALLAHASSEE BUILDING CORPORATION AND HELLER
FINANCIAL, INC. , AND AUTHORIZING THE MAYOR AND THE
CITY CLERK TO EXECUTE A FIRST AMENDMENT TO THE
MARINA LEASE WITH TALLAHASSEE BUILDING CORPORATION
AND ANY AND ALL OTHER DOCUMENTS TO EFFECTUATE THE
SETTLEMENT.
WHEREAS, on October 9, 1991, the City Commission approved in
concept a settlement of all litigation pertaining to the Miami
Beach Marina; and
WHEREAS, the parties to the settlement have negotiated a
Settlement Agreement; and
WHEREAS, the City and Tallahassee Building Corporation have
negotiated a First Amendment to the Marina Lease; and
WHEREAS, the City Manager and the City Attorney recommend the
execution of the Settlement Agreement and the First Amendment to
the Marina Lease, which have been approved as to form.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that:
1) The settlement of the Miami Beach Marina litigation is
hereby approved.
2) The Mayor and the City Clerk are hereby authorized and
instructed to execute the Settlement Agreement, the First
Amendment to the Marina Lease, copies of which are
attached hereto, and any and all other documents which
are necessary to effectuate the Settlement.
PASSED and ADOPTED this 23rd day of October , 1991.
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OFFICE OF THE CITY MANAGER CITY HALL
1700 CONVENTION CENTER DRIVE
TELEPHONE: 673-7010
COMMISSION MEMORANDUM NO. V---9y
DATE:
OCTOBER 23, 1991
TO: Mayor Alex Daoud and
Members of the City Commission
FROM: Carla Bernabei Talarico and Laurence Fei ngol d
City Manage5eg �ar� City Attorney
SUBJECT: A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A SETTLEMENT AGREEMENT, A FIRST AMENDMENT TO THE
MARINA LEASE AND ALL OTHER DOCUMENTS NECESSARY TO
EFFECTUATE THE SETTLEMENT OF ALL MIAMI BEACH MARINA
LITIGATION.
At the commission meeting of October 9, 1991 the City Commission
approved in concept a settlement of all outstanding litigation,
pertaining to the Miami Beach Marina.
Since October 9th the parties have negotiated a Settlement
Agreement, settling all of the outstanding litigation, and a First
Amendment to the Marina Lease.
The following are the major points included within the two
settlement documents:
The City would:
1) Pay Carner Mason $2 . 1 million, $1. 15 million of which is
presently in escrow at Sun Bank pursuant to a stipulation
in the Carner Mason case.
2) Contribute $2 . 5 million over the construction period for
the purpose of restoring the shoreline, and installing a
baywalk, primarily behind the Core Building and Hope and
Rebecca Towers and providing for environmental clean-up
of the fuel spill .
3) Provide rent adjustments to Tallahassee Building
Corporation, which is acknowledged as the Lessee.
4) Release all litigation against all other parties to the
settlement.
The Lessee would:
1). Decide within one year whether or not to build otxt the
tenant improvements in the Core Building, and if the
decision is made not to construct the improvements, the
Lessee would forfeit and surrender to the City- all its
leasehold interest and all improvements in the Marina.
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AGENDA 7.7 7 r
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Page Two
October 23, 1991
2) Within the earlier of two years, or 30 days after the
permits are issued for construction of the dry stack
storage facility, but not sooner than one year, decide
whether or not to construct the dry stack, and if the
decision is made not to construct, the Lessee would
forfeit and surrender to the City all its interest in the
marina leasehold and all improvements, except that if any
tenant improvements have been made to the Core Building,
the Lessee would have the right to recoup all tenant
improvements on an accelerated basis.
Heller Financial, Inc. , the parent company of Tallahassee Building
Corporation, would:
1) Release its deficiency claim against Carner Mason as well
as all collateral for the Carner Mason loan.
2) Provide a two year guaranty of the minimum rent up to
$320, 000.
3) Provide a guaranty of the Lessee's environmental
indemnity up to $1 million.
4) In the event the Lessee determines within one year to
build out the tenant improvements in the Core Building,
Heller Financial will guarantee the cost of such build
out up to a cost of $3 . 5 million.
5) If the determination is made by the Lessee to construct
the dry stack storage, Heller Financial will guarantee
that construction up to a cost of $3 million.
Carner Mason would:
Release all litigation against all other parties to the
settlement.
The First Amendment to the Marina Lease also provides that any sale
or transfer by Heller prior to complete build out of the dry stack
and the Core Building improvements would require the buyer to
provide a letter of credit, or other form of guaranty reasonably
acceptable to the City to secure the cost of completing any
uncompleted improvements in the Core Building or the dry stack
storage.
RECOMMENDATION.
The City Manager and the City Attorney recommend that the City
Commission approve the attached Settlement Agreement, and adopt the
Resolution authorizing the execution of the Settlement Agreement
and the First Amendment to the Marina Lease.
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ORIGINAL
RESOLUTION NO. 91-20377
Approving a settlement of all of the Miami
Beach Marina litigation, authorizing the
Mayor and the City Clerk to execute a
settlement agreement with Carner-Mason
Associates, Ltd. , Tallahassee Building
Corporation and Heller Financial, Inc. ,
and authorizing the Mayo and the City
Clerk to execute a first amendment to the
Marina lease with Tallahassee Building
Corporation and any and all other documents
to effectuate the settlement.