HomeMy WebLinkAbout98-22922 RESO
RESOLUTION NO. 98-22922
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING
(1) RELEASE AND CONSENT, (2) TERMINATION
AGREEMENT, (3) PARKING LICENSE, (4)
IMPROVEMENTS LICENSE, (5) WAIVER OF RIPARIAN
RIGHTS, (6) GRANT OF BAYWALK EASEMENT, (7)
SA TISF ACTION OF MORTGAGE AND JUDGMENTS, (8)
GRANT OF EASEMENTS (150 FOOT EASEMENT AREA), (9)
RELEASE OF ACCESS AND UTILITY EASEMFNTS, (10)
ACCESS AND UTILITY LICENSE AND REMOVAL
AGREEMENT, (11) RELEASE OF EASEMENT, (12) GRANT
OF EASEMENT FOR SSDI SOUTH DROP-OFF PARKING
AND ACCESS EASEMENT AGREEMENT, (13) STAGING
AREA LICENSE; (14) PUMP STATION REMOVAL
AGREEMENT, (15) LEASE AGREEMENT (YACHT CLUB
GARAGE), (16) LEASE AGREEMENT (701-725 5TH
STREET), AND (17) WASHINGTON AVENUE EXTENSION
EASEMENT DEDICATION AGREEMENT; APPROVING
THE FORM OF AN AGREEMENT FOR THE PURCHASE
AND SALE OF THE ALASKA PARCEL; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, West Side Partners, Ltd. has heretofore asserted claims against the City of
Miami Beach ("City") and the Miami Beach Redevelopment Agency ("RDA") in an Emergency
Motion styled, West Side Partners. Ltd.. a Florida Limited Partnership. Plaintiffvs. City of Miami
Beach. Florida. a Florida municipal cor:poration and the Miami Beach Redevelopment Agency. a
Florida municipal agency organized existing pursuant to the Community Development Act of 1969.
Defendants, Case No. 82-24526-CA 30 in the Circuit Court of the EleVt"nth Judicial Circuit in and
for Dade County, Florida (the "Emergency Motion"); and
WHEREAS, the Mayor and City Commission have heretofore approved a settlement
agreement (the "1998 Settlement Agreement") with respect to the Emergency Motion, pursuant to
Resolution No. 98-22718, adopted on April 15, 1998, as amended; and
WHEREAS, the aforesaid Settlement Agreement provides, among other things, for certain
easements, licenses, agreements, leases, consents and waivers to be entered into in order to
implement its provisions.
NOW, THEREFORE, BE IT DUL Y RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AS FOLLOWS:
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Section 1.
The following documents are approved, and the Mayor, Manager, City Clerk, and
other officers and officials of the City are hereby authorized and directed to execute
each of said documents substantially in the form attached as an Exhibit hereto, with
such changes, insertions, additions and deletions as may be approved by the Manager
after consultation with the City Attorney, the execution thereof being conclusive
evidence of such approval:
(1) Release and Consent, by and among the City, the Miami
Beach Redevelopment Agency (the "Agency"), and West Side
Partners, Ltd., ("West Side"), attached hereto as Exhibit 1.
(2) Termination Agreement, by and among the City, the Agency,
and West Side, attached hereto as Exhibit 2.
(3) Parking License, by and among West Side, certain entities
related to West Side, the City and the Agency, attached hereto
as Exhibit 3.
(4) Improvements License, by and among West Side, the City and
the Agency, attached hereto as Exhibit 4.
(5) Waiver of Riparian Rights, by and among West Side, the City
and the Agency, attached hereto as Exhibit 5.
(6) Grant of Baywalk Easement, from West Side, as Grantor, to
the City, as Grantee, attached hereto as Exhibit 6.
(7) Satisfaction of Mortgage and Judgments, from West Side to
the City, attached hereto as Exhibit 7.
(8) Grant of Easements (150 Foot Easement), from West Side, as
Grantor, to the City, as Grantee, attached hereto as Exhibit 8.
(9) Release of Access and Utility Easements, by the City,
attached hereto as Exhibit 9.
(10) Access and Utility License and Removal Agreement from
Marquesa Development, Ltd., as Grantor, to the City, as
Grantee, attached hereto as Exhibit 10.
(11) Release of Easement, from the City, attached hereto as
Exhibit 11.
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(12) Grant of Easement for SSDI South Drop-Off Parking and
Access Easement Agreement, from West Side, as Grantor, to
the City, as Grantee, attached hereto as Exhibit 12.
(13) Staging Area License Agreement, by and between the City
and West Side, attached hereto as Exhibit 13.
(14) Pump Station Removal Agreement, by and among the City
and West Side, attached hereto as Exhibit 14.
(15) Lease Agreement, by and among, Yacht Club at Portofino,
Ltd., as Florida limited partnership, the City and the Agency,
attached hereto as Exhibit 15.
(16) Lease Agreement, by and between 711 Deco, Inc. and the
City, attached hereto as Exhibit 16.
(17) Washington Avenue Extension Easement Dedication
Agreement, by and among Azure Coast Development, Ltd.,
Sun & Fun, Inc., Beachwalk Development Corporation, East
Coastline Development, Ltd., and the City, attached hereto as
Exhibit 17.
Section 2.
The form of the Agreement for Purchase and Sale of the Alaska Parcel is hereby
approved substantially in the form attached hereto as Exhibit 18, provided, however,
that said Agreement for Purchase and Sale shall not be executed unless and until the
Mayor and City Commission or the Chairman and Members of the Agency adopt a
resolution authorizing the purchase of the Alaska Parcel in accordance with the
option granted in the 1998 Settlement Agreement.
Section 3.
The Mayor, City Clerk, Manager, Finance Director and City Attorney and all other
City officers and officials are hereby authorized and directed to do all things and
execute all documents necessary to carry out the intent of this Resolution.
Section 4.
This Resolution shall take effect immediately upon its adoption.
PASSED and ADOPTED this 23rd day of September
,1998.
ATTEST:
141
JZ5kcr PCU~
CITY CLERK
MAYOR
APPROVED AS TO
FORM & LANGUAGE
& FOR EXeCUTION
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CITY OF MIAMI BEACH
CITY ATTORNEY'S OFFICE
TO: Mayor Neisen Kasdin
Vice Mayor Nancy Liebman
Commissioner Simon Cruz
Commissioner David Dermer
Commissioner Susan Gottlieb
Commissioner Martin Shapiro
Commissioner Jose Smith
,
FROM: Murray H. Dubbin A OlaV
City Attorney M W~
DATE: September 15, 1998
SUBJECT: Portofino Settlement Agreement
Delivered herewith is a package containing the final drafts of the Exhibits attached to and made a
part of the 1998 Porto fino Settlement Agreement. These Exhibits also constitute the closing
documents, all of which will be executed upon the Commission's approval ofthe 1998 Concept Plan
and, in certain cases, the end of the appeal periods for the DR! and amendments to the
Comprehensive Plan of the City.
Accompanying the package is a matrix itemizing each document by number, title and explanation.
As you will note, there are 18 Exhibits in all affecting the City, 10 of which affect the RDA.
This package is for your review. If you have any questions or comments, please communicate with
me or Lawrence Levy.
MHD:lm
Encl.
1998 PORTOFINO SETTLEMENT AGREEMENT
Explanation of Agreements Implementing Settlement
EXHIBIT
NO.
CITY RDA EXHIBIT EXPLANATION
1 1 Release and Consent, by and among the Releases and terminates any rights that
City, the Miami Beach Redevelopment West Side may have had to either compel
Agency (the "Agency"), and West Side construction of a dry stack boat storage
Partners, Ltd., ("West Side"). facility on the Core Parcel or prevent
construction of a garage or other structure
on the Core Parcel.
2 2 Termination Agreement, by and among Terminates the obligation of the City to
the City, the Agency, and West Side. pay rent to West Side under the 18 month
lease on ssm North as provided in
S5.3(t) of the 1995 Portofino Settlement
Agreement.
3 3 Parking License, by and among West Provides for City/RDA to have access to
Side, certain entities related to West Side, SSDI North, at no cost, in order to
the City and the Agency. provide parking for the Marina until West
Side is ready to build on a portion of that
parcel. Also provides for substitute space
to be available on Goodman, Hinson and
Alaska parcels when spaces are displaced
because of construction on a portion of
ssm North.
4 4 Improvements License, by and among Allows Marina Lessee to keep its tenants
West Side, the City and the Agency. in the buildings on ssm North, at no cost
to the City/RDA, until construction is
commenced on that site.
5 5 Waiver of Riparian Rights, by and among West Side waives its riparian rights in
West Side, the City and the Agency. order to protect City/RDA's interest in the
submerged land lease with the State of
Florida. West Side specifically agrees to
take actions necessary to protect
City/RDA's interest when the submerged
land lease is renewed.
6 N/A Grant of Baywalk Easement, from West Grants the City a 25 foot easement on the
Side, as Grantor, to the City, as Grantee. east side of the west plat line of SSDI
North for the Baywalk in perpetuity.
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EXHIBIT
NO.
CITY
7
9
10
11
RDA
6
8
N/A
N/A
N/A
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EXHIBIT
Satisfaction of Mortgage and Judgments,
from West Side to the City.
7
Grant of Easements (150 Foot Easement),
from West Side, as Grantor, to the City, as
Grantee.
Release of Access and Utility Easements,
by the City.
Access and Utility License and Removal
Agreement from Marquesa Development,
Ltd., as Grantor, to the City, as Grantee.
Release of Easement from the City.
2
EXPLANATION
Evidences satisfaction of judgments
against the City in favor of SSDI, which
was West Side's predecessor in interest.
The judgment amount was stated in the
1995 Portofino Settlement Agreement to
be $11,375,000.
Grants the City a 150 foot easement, of
which the Marina will have exclusive use
of the south 100 feet, while the north 50
feet will be a shared driveway. The
easement lies north of the Core Parcel and
south of the buildings to be constructed on
ssm North. It will provide access to the
Baywalk and the Core Building for
Marina users and pedestrians, as well as
vehicular access to the Marina parking
and Monty's valet area.
Releases a utility easement in favor of the
City across the "Diamond C Parcel."
Allows City to leave utility lines across
the "Diamond C Parcel" until the City
constructs the W ashington Avenue
Extension at which time the City will
move the utility lines to the Extension.
City must construct the Washington
A venue Extension within one year after
"Final Approvals" defined in the 1998
Settlement Agreement are secured (i.e.,
not later than 12/31/99)
Releases an easement on SSDI South,
which was granted under the 1986
Development Agreement, and has been
superseded by the easements granted
under the 1998 Settlement Agreement.
EXHIBIT
NO.
CITY RDA EXHIBIT EXPLANATION
12 8 Grant of Easement for ssm South Drop- Grants two easements on ssm South.
Off Parking and Access Easement One will be immediately south of the
Agreement, from West Side, as Grantor, Yacht Club and will provide vehicular
to the City, as Grantee access for the Marina drop-off area and
pedestrian access to the Baywalk. The
other will be at the south end of the parcel
and will be for pedestrian and emergency
vehicle access to the Baywalk.
13 N/A Staging Area License Agreement, by and Provides for use of sidewalk and the
between the City and West Side westernmost lane of Alton Road to be
used as a Staging Area for construction on
SSDI North. This will allow some
parking for Marina to remain on SSDI
North (and thereby, lessen the disruption
to the Marina Lessee's parking), while part
of the parcel is under construction and
reduce City/RDA costs to provide
alternate parking for Marina during
construction.
14 N/A Pump Station Removal Agreement, by There is an existing pump station on the
and among the City and West Side. ssm North parcel that must be removed
within one year of the securing of the
"Final Approvals."
15 9 Lease Agreement, by and among, Yacht Lease of 115 parking spaces in the Yacht
Club at Portofino, Ltd., as Florida limited Club by RDA for Marina parking.
partnership, the City and the Agency.
16 N/A Lease Agreement, by and between 711 Lease by City of 3,000 square feet on 5th
Deco, Inc. and the City. Street and Meridian.
17 N/A Washington Avenue Extension Easement Grants an easement that gives the City a
Dedication Agreement by and among 100 ft. wide right-of-way across the
Azure Coast Development, Ltd., Sun & Goodman Terrace, Hinson and Alaska
Fun, Inc., Beachwalk Development Parcels. City agrees to move certain
Corporation, East Coastline Development, utilities from the "Diamond C Parcel"
Ltd., and the City. adjacent to the new right-of-way.
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EXHIBIT
NO.
CITY RDA EXHIBIT EXPLANATION
18 10 Form of the Agreement for Sale and Agreement for Sale Purchase shall not be
Purchase of the Alaska Parcel. executed unless and until the Mayor and
City Commission or the Chairman and
Members of the Agency adopt a
resolution authorizing the purchase of the
Alaska Parcel within the 90 days of the
execution of the 1998 Settlement
Agreement, in accordance with the option
granted therein.
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4
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
http:\\ci.miami-beach.f1.us
TO:
FROM:
SUBJECT:
COMMISSION MEMORANDUM NO. W~ 9 ~ (0
Mayor Neisen O. Kasdin and
Members of the City Co mission
DATE: September 23, 1998
Sergio Rodriguez
City Manager
A RESOL ION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING (1) RELEASE AND
CONSENT, (2) TERMINATION AGREEMENT, (3) PARKING LICENSE, (4)
IMPROVEMENTS LICENSE, (5) WAIVER OF RIPARIAN RIGHTS, (6)
GRANT OF BA YW ALK EASEMENT, (7) SATISFACTION OF MORTGAGE
AND JUDGMENTS, (8) GRANT OF EASEMENTS (150 FOOT EASEMENT
AREA), (9) RELEASE OF ACCESS AND UTILITY EASEMENTS, (10)
ACCESS AND UTILITY LICENSE AND REMOVAL AGREEMENT, (11)
RELEASE OF EASEMENT, (12) GRANT OF EASEMENT FOR SSDI
SOUTH DROP-OFF PARKING AND ACCESS EASEMENT AGREEMENT,
(13) STAGING AREA LICENSE; (14) PUMP STATION REMOVAL
AGREEMENT, (15) LEASE AGREEMENT (YACHT CLUB GARAGE), (16)
LEASE AGREEMENT (701-725 5TH STREET); AND (17) WASHINGTON
AVENUE EXTENSION EASEMENT AGREEMENT; AND (18) APPROVING
THE FORM OF AN AGREEMENT FOR THE PURCHASE AND SALE OF
THE ALASKA PARCEL; AND PROVIDING AN EFFECTIVE DATE.
RECOMMENDATION
Adopt the Resolution.
BACKGROUND
Introduction
At the two meetings of the City CommissionlRDA held on April 1, 1998 and April 15, 1998 a series
of approvals were granted that addressed the" 1998 Settlement Agreement" and various development
requirements relating to the properties known as SSDI-North, the Core Parcel and SSDI-South which
addressed Comprehensive Plan Amendments, South Shore Revitalization Strategy/Redevelopment
Plan Amendments, City Code Section 2-71.1 Amendment, and DRI Development orders.
Settlement Agreement
On April 15, 1998, the City CommissionlRDA approved the" 1998 Settlement Agreement" (1998
SA) with West Side Partners (the Porto fino entities) pursuant to Resolution No. 293-98 (RDA) and
AGENDA ITEM K /62
DATE ~ -'2.3 -9 g
98-22718 (City). The Agreement requires that the City/RDA enter into certain easements, licenses,
agreement, leases, consents and waivers in order to implement its provisions. These documents
before the City/RDA today, implement the provisions of the 1998 SA.
The Settlement Agreement recites in the first section, the history of the various agreements and
obligations which sets the stage for the complicated Agreement between West Side Partners, the
Miami Beach Marina operators, the City of Miami Beach and the Redevelopment Agency (RDA).
The primary purpose of the global Settlement Agreement was to avoid costly and damaging litigation
which would have a negative financial impact for the City of Miami Beach and its RDA. The
Agreement provides for, and reaffirms, the developers' right to achieve a level of development to
which they already are entitled on the SSDI North and South parcels. The Agreement facilitates the
fulfillment by the City/RDA of its obligation under the Agreement with the Miami Beach Marina
to provide for parking for the Marina and assures the visibility and viability of the Marina by
providing for a 150 foot restricted easement on SSDI North.
Finally, and most importantly, the City and RDA gain substantial benefits in exchange for agreeing
to reaffirm the developers' rights.
The financial implications to the City/RDA are significant. The most significant benefit involves
the parking obligations for the Marina. Under this settlement, the RDA will not have to construct
an $8.4 million garage for the Marina to be paid for with tax increment bonds, because the parking
would be developed under the buildings that the Porto fino entities would build. The RDA would
pay for this parking over time as the buildings are finished at a reduced cost to the City. In the
meantime, the RDA would have use of SSDI North rent-free until the buildings are constructed.
Development and Approvals
As part of the approval ofthe 1998 SA, on April 15, 1998, the City CommissionlRDA approved the
following Ordinances and Resolutions:
la. An Ordinance Approving Proposed Amendments to the Future Land Use Map (FLUM) of
the City of Miami Beach consistent with the terms of the SSDI Development Agreement
(SSDI DA) correcting a scrivener's error made in 1989 with regard to a future land use
designation.
lb. Certain Text Changes to the Year 2000 Comprehensive Plan for the City of Miami
Beach (City Commission only) to include a mix of housing types and commercial uses.
2. An Ordinance/Resolution Approving Amendment to the South Shore Revitalization Strategy
(Redevelopment Plan) to be consistent with the adopted and approved redevelopment plan
for the area. (Note: The life of the district was not extended.)
3. An Ordinance Amending Section 2-72.1 of the Code of the City of Miami Beach, to include
a reference to the Ordinance Amending the South Shore Revitalization Strategy Plan
properly reflecting the most recent amendments to the South Shore Revitalization Strategy..
4. An OrdinanceIResolution Approving a Development Order under the provisions of Section
380.06, Florida Statues, for the Porto fino Alternative Development of Regional Impact
(DRI); and
5. An Ordinance/Resolution Approving an Amended Development Order under the Provisions
of Section 380.06, Florida Statutes, for the Miami Beach Marina Alternative DRI.
ANALYSIS
The existing Marina, Core Parcel, SSDI North and SSDI South parcels were included in the
original Development Order for the Miami Beach Marina DR!. Since Portofino now owns
SSDI-North and South, these parcels were bifurcated from the existing DRI' attributing 65%
of the trips to Portofino and 35% of the trips to the City/RDA.
The following closing documents implement the terms of the 1998 SA; all of which will be executed
upon the City/RDA approval of the 1998 Concept Plan; and in certain cases, upon the end of the
appeal periods for the DRI and amendments to the Comprehensive Plan of the City.
Exh. (1)
Exh. (2)
Exh. (3)
Exh. (4)
Release and Consent, by and among the City, the RDA, and West Side Partners,
Ltd., ("West Side"). (CITY/RDA.)
This document releases and terminates any rights that West Side may had to either
compel the construction of a dry stack boat storage facility on the Core Parcel or
prevent construction of a garage or other structure on the Core Parcel.
Termination Agreement, by and among the City, the RDA, and West Side.
(CITY/RDA)
This document terminates the obligation of the City to pay rent to West Side under
the 18-month lease on SSDI North as provided in Section 5.3(f) of the 1995
Porto fino Settlement Agreement.
Parking License, by and among West Side, certain entities related to West Side,
the City and the RDA. (CITY/RDA)
This document provides for the City/RDA to have access to the SSDI North, at no
cost, in order to provide parking for the Marina until West Side is ready to build on
a portion of substitute space to be available on Goodman, Hinson and Alaska parcels
when spaces are displaced because of construction on a portion of SSDI North.
Improvement License, by and among West Side, the City and the Agency.
(CITY/RDA)
This document allows the Marina Lessee to keep its tenants in the buildings on SSDI
North, at no cost to the City/RDA, until construction is commenced on that site.
Exh. (S)
Exh. (6)
Exh. (7)
Exh. (8)
Exh. (9)
Exh. (10)
Exh. (11)
Waiver of Riparian Rights, by and among West Side, the City and the Agency.
(CITY /RDA)
This document provides that West Side waives its riparian rights in order to protect
the CitylRDA's interest in the submerged land lease with the State of Florida. West
Side specifically agrees to take actions necessary to protect the City/RDA's interest
when the submerged land lease is renewed.
Grant of Baywalk Easement. ( CITY)
This document grants the City a 25-foot easement on the east side of the west plat
line of SSDI North for the Baywalk in perpetuity.
Satisfaction of Mortgage and Judgments, from West Side to the City.
(CITY /RDA)
This document evidences satisfaction judgments against the City in favor of SSDI,
which was West Side's predecessor in interest. The judgment amount was stated in
the 1995 Portofino Settlement Agreement to be $11,375,000, at that time.
Grant of Easements (ISO-Foot Easement), from West Side, as Grantor to the
City, as Grantee. (CITY/RDA)
This document grants the city a ISO-foot easement, of which the Marina will have
exclusive use ofthe south 100 feet, while the north 50 feet will be a shared driveway.
The easement lies north of the core Parcel and south of the buildings to be
constructed on SSDI North. It will provide access to the Baywalk and the Core
Building for Marina users and pedestrians, as well as vehicular access to the marina
parking and Monty's valet area.
Release of Access and Utility Easements. (CITY)
This document releases a utility easement in favor of the City across the "Diamond
C Parcel".
Access and Utility License and Removal Agreement. (CITY)
This document allows the City to leave utility lines across the "Diamond C Parcel"
until the City constructs the Washington Avenue Extension at which time the City
will move the utility lines to the Washington Avenue Extension. The City must
construct the Washington Avenue Extension within one year after the "Final
Approvals" defined in the 1998 Settlement Agreement as secured (i.e., not later than
12/31/99). There are several construction permits that must be obtained in order to
construct the W ashington Avenue extension. The Administration and City Attorney's
office will establish the proper timeframes for construction and reflect the proper
timeframes accordingly.
Release of Easement. (CITY)
This document releases an easement on SSDI South, which was granted under the
1986 Development Agreement, and has been superseded by the easements granted
under the 1998 Settlement Agreement.
Exh. (12)
Exh. (13)
Exh. (14)
Exh. (15)
Exh. (16)
Exh. (17)
Exh. (18)
Grant of Easement for SSDI South Drop-Off Parking and Access Easement
Agreement, from West Side, as Grantor, to the City, as Grantee. (CITY/RDA)
This document grants two easements on SSDI South, one will be immediately south
of the Yacht Club and will provide vehicular access for the Marina drop-off area and
pedestrian access to the Baywalk. The other will be at the south end of the parcel and
will be for pedestrian and emergency vehicle access to the Baywalk.
Staging Area License. (CITY)
This document provides for use of sidewalk and the westernmost lane of Alton Road
to be used as a Staging Area for construction on SSDI North. This will allow some
parking for the Marina to remain on SSDI North (and thereby, lessen the disruption
to the marina Lessee's parking), while part of the parcel is under construction and
reduce City/RDA costs to provide alternate parking the Marina during construction.
Pump station removal agreement. (CITY)
This document provides for the relocation of an existing pump station on the SSDI
North parcel that must be removed within one year of securing of the "Final
Approvals" .
Lease Agreement (Yacht Club Garage). (CITY/RDA)
This document provides a lease of 115 parking spaces in the Yacht Club by RDA for
Marina parking.
Lease Agreement (701-725 5th Street). (CITY)
This document contains the lease agreement by the City of 3,000 square feet on 5th
Street and Meridian.
Washington Avenue Extension Easement Agreement. (CITYIRDA)
This document grants the City an easement to extend Washington Avenue south of
South Pointe Drive (Biscayne Street).
The form of the Agreement for Purchase and Sale of the Alaska Parcel is to be
approved substantially. (CITYIRDA)
This Agreement is being submitted at this time for approval so that both sides will
have agreed to the form of the contract in the event that the City decides to move
forward with the purchase of the Alaska Parcel.
This document provides that said Agreement for Purchase and Sale shall not be
executed unless and until the Mayor and City Commission or the Chairman and
Members of the RDA adopt a Resolution authorizing the purchase of the Alaska
Parcel in accordance with the option granted in the 1998 Settlement Agreement.
The Resolution authorizes the Mayor, Manager, City Attorney, City Clerk and other City officials
to execute all documents necessary to carry out the intent of the 1998 Settlement Agreement.
Special Counsel to the City in conjunction with the City Attorney's office have prepared all
documents attached. Please refer to the City Attorney's memorandum (attached hereto) for a brief
explanation of the purpose of each document.
CONCLUSION
The consideration of these documents and of the companion Concept Plan will be the final steps
necessary to conclude the 1998 Settlement Agreement.
As stated in previous reports, this settlement agreement will resolve, once and for all, a contentious
and difficult situation, while minimizing financial exposure to the City and RDA. Significant
concessions have been made by the developers from both financial and development perspectives.
The City/RDA will be able to better manage its financial resources, by not having to construct a
major marina parking garage up front, therefore allowing the tax increment funds (TIF) funds to be
dedicated to needed infrastructure improvements.
The 98 Concept Plan companion item provides more detail regarding the proposed development
program on SSDI North and South.
Attachments
SR/JG/lrdv
T:\AGENDA \SEP2398\REGULAR\ WESTSIDE.MEM
West Side Partners, Ltd.
404 W ashington Avenue
Suite 120
Miami Beach, Florida 33139
October 15, 1998
City of Miami Beach and
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager and
Attn: City Attorney
Miami Beach Marina Associates, Ltd.
Miami Beach Marina
300 Alton Road
Miami Beach, Florida 33139
Attn: Robert W. Christoph
Re: Settlement Agreement and three (3) Amendments (collectively, the
"Settlement Agreement") all entered into as of the _ day of October,
1998, by and among the City of Miami Beach, Florida (the "City"), the
Miami Beach Redevelopment Agency (the "Agency") and West Side
Partners, Ltd. ("West Side") as joined into by Miami Beach Marina
Associates, Ltd. (the "Marina Lessee")
Gentlemen:
This letter is being entered into by and among the City, the Agency, West Side,
and the Marina Lessee concurrently with the execution and delivery of the Settlement
Agreement and in consideration and furtherance thereof.
The parties to this letter hereby wish to clarify and confirm certain aspects and
provisions of the Settlement Agreement as follows:
1. The address for West Side for all notices under the Settlement Agreement
or with respect to matters set forth in the Settlement Agreement shall be:
404 W ashington Avenue
Suite 120
Miami Beach, Florida 33139
Attn: Margaret Nee
October 15, 1998
Page 2
with a copy to:
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Attn: Matthew B. Gorson, Esq.
2. The various closing documents provided for in the Settlement Agreement
shall be prepared in the form and substance as attached hereto and initialed
by the parties for identification purposes, being as follows:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(xvi)
Release and Consent - Paragraph 4.2.1.1
Termination Agreement - Paragraph 4.2.1.2
Parking License - Paragraph 4.2.1.3.1
Improvements License - Paragraph 4.2.1.4
Waiver of Riparian Rights - Paragraph 4.2.1.5
Grant of Baywalk Easement - Paragraph 4.2.1.6
Satisfaction - Paragraph 4.2.1.7
ISO-Foot Easement - Paragraph 4.2.1.8
R~~&%~ccei~~rt.Easa~~?l~~ 4.2~~"'bJr
~ atteR ftflg v 'X'Mrc - Paragiap1i~.f~~1
Access and Utility License and Removal Agreement - Paragraph
4.2.2.~tUoOln'~ ~~r
Releas~f Easement /Paragraph 4.2.2.3
SSDI South Drop-Off Parking and Access Easement - Paragraph
4.2.2.3
Staging Area License - Paragraph 4.2.3.1
Pump Station Removal Agreement - Paragraph 4.2.3.2
Form of Purchase and Sale Agreement - Paragraph 7
3. With respect to the provision to the Marina Lessee of a temporary storage
site under the Improvements License, the City and West Side have further
agreed to provide a trailer to the Marina Lessee for such purpose and in
that regard the City and West Side shall each fund up to $5,000 for such
purpose; and the Marina Lessee has agreed that any temporary parking
spaces lost on the SSDI North Parcel as a result of the location of the
temporary storage trailer need not be made up on the Porto fino Parcels.
4. With respect to the provision of permanent parking facilities and
permanent facilities for laundry, lavatory and showers, retail/office space,
and storage in the new parking garages to be built on the SSDI North
Parcel, it was agreed that the form of agreement shall be a long-term lease
in the same form in all material respects as utilized and approved for the
October 15, 1998
Page 3
northern portion of the SSDI South Parcel for the Yacht Club project, but
in conformance with the provisions of the Settlement Agreement and the
understanding and agreement that:
(i) any areas utilized to provide such facilities shall proportionately
reduce the number of parking spaces required to be delivered to the
City, the Agency and the Marina Leasee; and
(ii) the City shall reimburse West Side pursuant to the "purchase
price" component of the base rent in amounts equal to the cost of
building and delivering such facilities as follows:
(x) storage areas shall be paid for in an amount equal to what
would have been paid for the parking spaces that are no
longer built as a result of delivery of the storage space;
(y) laundry, lavatory and shower facilities shall be paid for at
West Side's actual cost; and
(z) the retail/office space shall be paid for at West Side's actual
cost and is intended to be delivered in "plain vanilla" form,
meaning the shell improvements with utility and air
conditioning stub outs included (but no interior work.)
None of the space utilized for the City parking and/or these facilities shall be
counted against West Side's floor area limitations nor otherwise affect any zoning or
planning calculations including, without limitation, set backs, lot size and/or frontage.
5. Upon execution of the closing documents, the Marina Lessee will among
other things release the SSDI North Parcel from the provisions of the Marina Lease and
also release the existing 100 foot access easement referred to therein and in substitution
thereof the Marina Lessee will receive the new Parking License, Improvements License,
150 Foot Easement and other documents provided for under the Settlement Agreement.
6. The City, the Agency and the Marina Lessee all have confirmed, and by
virtue of the approval of the form of Parking License, the City Commission and Agency,
have agreed that none of the lots in Blocks 51 and 52 (Plat Book 2, at page 81) shall be
deemed part of the "Porto fino Parcels" for purposes of providing any temporary parking.
7. West Side has agreed to provide to the City, in connection with the City's
use of certain space for offices at the "Deco Plaza Building" at 731 Fifth Street, the sum
of $20,000 to be utilized towards the cost of purchasing and installing bathroom fixtures
and related materials, and West Side shall also provide to the City, at West Side's
October 15, 1998
Page 4
expense, a 5-ton air handler and compressor for use by the City at such offices. The
foregoing shall be provided promptly following execution of a lease between the City
and the owner of such space.
8. The parties to this letter further agree that conditioned upon closing under the
Settlement Agreement, the baywalk easement and waiver of riparian rights utilized in
connection with the closing of title to the SSDI South Parcel shall be modified to
conform in all material respects to the form ofbaywalk easement and waiver of riparian
rights attached to this letter.
9. The parties to this letter further agree that with respect to the provisions
requiring insurance in a "commercially reasonable" amount that for the period
commencing on the date hereof and extending for 5 years that $4,000,000 in total
liability coverage (including so-called "umbrella coverage") will be deemed
commercially reasonable.
10. The parties to this letter further agree that the provision set forth in paragraph
4.2.2.1.2.1 of the Settlement Agreement pursuant to which West Side would agree to an
18-month period not to commence construction on SSDI North under certain
circumstances is not intended to, nor shall the same, be effective or enforceable.
11. The parties to this letter further agree that with respect to the 90-day time
period for the City Commission to vote in favor of acquiring the Alaska Parcel pursuant
to clause (i) of paragraph 7 of the Settlement Agreement, that such 90-day time period
shall commence from the date of this letter agreement, being October 15, 1998, and that
the time to enter into the Purchase and Sale Agreement pursuant to clause (iii) of such
paragraph 7 shall be the later of 10 days following the issuance of the Final Approvals or
90-days following the date of this letter agreement.
October 15, 1998
Page 5
As noted above, the foregoing is intended to clarify and confirm certain terms and
provisions of the Settlement Agreement and closing documents thereunder, and except
as provided therein, there are no further understandings or agreements among the parties
to this letter with respect to the subject matter thereof except as specifically set forth in
the Settlement Agreement, the closing documents to be executed pursuant thereto, and
the various Final Approvals granted pursuant thereto.
Sincerely,
Signed, sealed and delivered in the
presence of:
WEST SIDE PARTNERS, LTD., a Florida
limited partnership
-jv ~
By: WEST SIDE PARTNERS, INC., a
Florida corporation, General partner
/~~
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IUt
Name: M4TT ~
By:
Name:
Title:
The foregoing is agreed and consented to:
Name: "-.J (; ;' ( ,::)) /;1 .u I) '":._'
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,
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"
CITY OF MIAMI BEACH, FLORIDA,
::uni;Lration i"'" .
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Signed, sealed and delivered in the
presence of:
Jdkt p~
Name: g.oRbn-l p~
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~~
4rf!
Date
October 15, 1998
Page 6
}.~-(
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Name:
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Name:
Name:
Name:
MIAMI/GORSONM/98733 7/15% I 02! .Doell 011 5/98
THE MIAMI BEACH REDEVELOPMENT
AGENCY, a public agency organized
existing pursuant to the Community
Redevelopment Act of 1969, as amended,
;~~~:ti~~r:tatu:e:" Ie:>
Title Chairman t;~ . \~(, .1,1,
~I ,... .\~
[) (1.. () , ." ,
Attest:--I~ I".U.{ ( r M ~ '.. ';;.
Name: ~~()ttT PIMl1!-fR1L
Title: (!,1'1 c.. Lb.-YJL- '
MIAMI BEACH MARINA ASSOCIATES,
LTD., A Florida limited partnership
By: SoBe Marine, Inc., a Florida
corporation general partner
'"I;" .
.\
By:
Robert W. Christoph, President
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
/~ft-R
Dote
NO. 2136
Gl13
10/15/98
12: 13
GTH REAL ESTATE ~ 931353747593
October 15, 1998
Page 6
The foregoing is agreed and consented to:
Signed. sealed and delivered in the
presence of:
Name:
Name:
Name:
Name:
WITNESS:
MtAMUQORSONMJ9B7337I1S% J 021.DOC/l 011 5198
CITY OF MIAMI BEACH. FLORIDA.
a municipal corporation
By:
THE MIAMI BEACH REDEVELOPMENT
AGENCY, a public agency orianized
existing pursuant to the Community
Redevelopment Act of 1969 j as amended.
Chapter 163. Part ill Florida Statutes
By:
Name:
Title Chairman
Attest:
Name:
Title:
MIAMI BEACH MARINA ASSOCIATES.
L TO., A Florida limited partnership
By: SoBe Marine, Inc.. a Florida
corporation general partner