318-99 RDA
RESOLUTION NO.
318- 9 9
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE
MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING AN
APPROPRIATION OF FUNDS IN THE AMOUNT OF $15,000 FROM
THE FY 98/99 BUDGET FOR SOUTH POINTE, IN ACCORDANCE
WITH A SURVIVING PROVISION OF THE 1995 PORTOFINO
DEVELOPMENT AGREEMENT AS FIFTY PERCENT OF THE
COST OF THE SITE ASSESSMENT REPORT FOR SSDI-NORTH TO
BE PREPARED BY NUTTING ENVIRONMENTAL OF FLORIDA,
INC.
WHEREAS, the Miami Beach Redevelopment Agency (Agency), pursuant to a surviving
provision of the 1995 Development Agreement, is obligated to a fifty (50) percent split of the
environmental assessment and remediation costs related to SSDI-North, and
WHEREAS, Nutting Environmental of Florida, Inc. has submitted a proposal for a Site
Assessment Report for SSDI-North in the amount of $25,095, of which the Agency is responsible
for fifty percent of the cost, and
WHEREAS, there may also be permitting fees associated with this activity of which the
Agency is responsible for fifty percent of the fee, and
WHEREAS, funds are available from the FY 98/99 budget for South Pointe for these
expenditures, and
NOW THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairman
and Members of the Miami Beach Redevelopment Agency approve authorization of an
appropriation of$15,000 from the FY 98/99 South Pointe budget.
PASSED AND ADOPTED TIDSlk!! DAY OF MAffl~9.
Chairman
Jln1~tf~
Secretary
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
511'.
deliver the appropriate access and
baywalk easements as provided for
under the Development Agreement,
provided that the location of t.he
t.wenty five (25) .foot . baywalk
easement. area adjacent to the SSDI
South Parcel under the Development.
Agreement shall be replaced by the
baywalk 'area shown on the Urban
Design Master Plan provided that any
changes to the existing approved
concept plan under the Deyelopment.
Agreement necessitated thereby shall
be effectuated,
(8) West Side shall not be obligated t.o
commence construction of any
improvements on the SSDI South
Parcel within any prescribed time
period or order,
(C) West Side shall only be obligated to
provide the parking, and laundry,
lavatory and shower facilities to
the City and the Marina Lessee upon
the same terms and conditions as
required by Section 8 below, and
(D) The Contract of Sale shall be deemed
fulfilled as to the SSDI South
Parcel_
Further, anything to the concrary nocwit.h-
standing, and whether or not there is a Final
Closing, calculacions of open space, floor area
limitations and other land use a.ld zoning
calculations for any particular building to be
located within the SSDI South Parcel shall be
made on the basis of total open space, floor
area and/or other land use and zoning criteria,
as applicable, permitted and/or required for the
SSDI South Parcel, even if portions of the SSDI
South Parcel are not under common ownership
provided the total permissible open space, floor
area and/or other land use and zoning criteria
for the SSDI South Parcel (in the aggregate) are
not exceeded, and the SSDI South Parcel as a
whole shall be treated as a single building site
for zoning and land use purposes despite any
such separate ownership.
The foregoing agreement to evenly share such
Remediation Costs shall not imply any
responsibility for, method of dealing with, or
agreement with respect to costs of necessary
remedi*-ion..to the.-SSIH-North Parcel ('.:hieh eost--n---.
of remediation shall be allocated as provided in
paragraph 5.3 (f) below if the Final Approvals
are not obtained) or any other property owned by
any of the parties to this Agreement. The terms
of this subparagraph (e) shall survive the
termination of this Agreement.
(f)
Treatment of SSDI North if Final Aoprovals Not
Obtained. In the event this Agreement. is
terminated by West Side and East Coast.line
because t.he required Final Approvals are not
timely obtained, then, in addition to t.he
Initial Closing and Second Closing, which shall
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be consummaced under chis Agreemenc notwith-
scanding the failure to obtain the Final
Approvals, and anything else herein to the
contrary notwithstanding:
(i) In exchange for the full satisfaction of
the Judgments and Mortgage {as the same
may have been previously reduced at the
Initial Closing} , the City and
Redevelopment Agency shall immediately
convey good, marketable and insurable fee
simple title to the SSDI North Parcel to
West Side, free of all.. liens,
encumbrances, rights of occupancy or
other title matters pursuant to the
Contract of Sale (but without the
requirement of presentation by West Side
of any specific proposed plans or
specifications for construction) and
without payment to the City and/or
Redevelopment Agency of any moneys (and,
in that regard, any obligation of West
Side under the Contract of Sale to pay a
purchase price for the SSDI North Parcel
shall merge with the closing of the SSDI
North Parcel under this Agreement and be
satisfied) . In that regard, a special
warranty deed shall be executed by the
City and Redevelopment Agency
simultaneously herewith and held in
escrow by the Escrow Agent and recorded
in the event of such termination. In
such event, the Development Agreement
shall remain binding and operative with
respecc to West Side's development rights
on the SSDI North Parcel (except as
provided below) _ and West Side,
simulcaneously with the delivery of the
special warranty deed, shall execute and
deliver to the City the appropriate
access and.baywalk easements as provided
for under the Development Agreement, and
provided that the Development Approvals
have not been denied by the City or the
Redevelopment Agency and the City and the
Redeve~opment Agency have acted in good
faith, a waiver of riparian rights for
the SSDI North Parcel as necessary to
assure the City and Redevelopment Agency
that the City and Redevelopment Agency
will be able to retain the TIIF Lease, as
the same may be modified or extended from
time co eime.
(iil
West Side shall simultaneously lease back
to t.he eit.) and-Redevel~pment.- Agency for
a term of 18 months the SSDI North Parcel
to be used solely for surface parking and
the additional marina-related uses
currently permitted to be made by the
Marina Lessee under the Marina Lease at a
fair market "triple net" rental (which
shall be agreed between the parties, but
if the parties cannot agree, shall be
determi~~d by majority vote of a panel of
three independent M.A.!. appraisers
appoinced by the American Arbitration
Associacion). The lease shall be drawn
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otherwise by counsel for each of the
parties in reasonable and customary form.
(iii) During the term of the lease, West Side
shall be permitted to undertake environ-
mental remediation actions that do not-
unreasonably interfere with the parking
and marina related uses being made by the
Marina Lessee.
(iv) West Side shall not be obligated to
conunence construction of any improvements
on the SSDI North Parcel within any
prescribed time period or order, and the
time periods for performance by West Side
under the Development Agreement and
Parking Agreement with respect to the
SSDI North Parcel shall toll from the
date of termination of this Agreement
until the expiration of the J.8-month
lease term hereunder.
(v) West Side, on the one hand, and the City
and Redevelopment Agency, on the other
hand, shall evenly share (SO/50).. all
Remediation Costs associated with the
SSDI North Parcel without limitation as
to amount, and the Contract of Sale shall
be fulfilled as to the SSDI North Parcel
with no payment due to the City and/or
Redevelopment Agency by West Side, upon
the issuance of the full satisfaction of
the Judgments and Mortgage [provided the
SSDI South Parcel has been previously
conveyed, or is simultaneously being
conveyed, to West Side (or its designee)
in consideration thereof]. The remaining
obligations of the parties under the
Development Agreement (including, without
limitation, the access and baywalk
easements provided therein), and the
Parking Agreement shall remain binding
and operative with respect to West Side's
development rights on the SSDI North
Parcel (except as otherwise provided in
this subparagraph (f))_
. (vi)
The City, Redevelopment Agency and Marina
Lessee shall all immediately vacate
possession of the SSDI North Parcel upon
the termination of the J.8-month lease,
except only that, at the request of the
Marina Lessee, until West Side has built
out its intended improvements on the SSDI
North Parcel, West Side shall make
available to the Marina Lessee for
surface parking purposes only portions of
the SSDI North Parcel not being used by
West Side from time to time for
construction, environmental remediation,
and/ or staging areas, provided further
that the Marina Lessee (or City and
Redevelopment Agency) pay to West Side
the prorata share -of any real estate
taxes and assessments incurred by West
Side with respect to the portion of the
SSDI North Parcel used for Marina
parking, and that West Side be provided
with reasonable liabil!ty insurance
.j"
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coverage at: the expense of the Marina
Lessee for such portions of the SSDI
North Parcel being so used by the Marina
Lessee. The decision as to availability
of this additional space for _parking
shall be made solely by West Side in its
exclusive discretion and West Side may
also prescribe reasonable rules for such
usage_
(vii) The City and Redevelopment: Agency shall
cooperate with any necessary DR~ modifi-
cations to conform with West Side's
development rights under the existing
Development Agreement as modified hereby.
(viii) Without any implication being made as to
the drys tack and other potential rights
of West Side [and without waiver of any
such rights by West Side pursuant to this
subparagraph 5.3(f)], the Marina Lessee
acknowledges to the City and Redevelop-
ment Agency that, so long as the City
follows the provisions governing the
implementation of the Area 1 Parking
Garage Alternative as set forth and
defined in the Second Amendment to Marina
Lease, the parking provided for -under
this subparagraph (f), together with the
other parking rights provided under
Section 8 below, shall satisfy the
parking obligations of the City and
Redevelopment Agency under the Marina
Lease during the 1a -month term of the
lease provided for in (ii) above,
provided that the City shall always be
required to provide all parking necessary
to meet the obligations of the City
Zoning Code as it existed on October 23,
1991. In order to provide such parking,
the Marina Lessee agrees that the City
may provide off-site parking within five
hundred (500) feet of the Core Parcel or
within three hundred (300) feet of the
SSDI North Parcel, provided the City
first- utilizes its best efforts to
provide the parking on-site. However, no
more than seventy-five (75) parking
spaces may be provided north of Fifth
Street. The City and the Marina Lessee
shall cooperate with each other to try to
make up any shortfall in parking
resulting during such la-month lease
term, if any, through means such as
tand~l1.'~rking- ____ __._
(ix) The parties shall cooperate with each
other under this subparagraph (f) to try
to minimize the taxes payable by the City
and/or Redevelopment Agency hereunder
during the term of the la-month lease, if
any.
The terms of this subparagraph (f) shall survive
the termination of this Agreement.
(g) Imorovement Liens and Impact Fees. Neither the
City nor the Redevelopment Agency has currently
imposed any improvement liens or impact fees on
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Side has to advance said monies or secure
funds from another source, then the City
and/or Redevelopment Agency shall tender
compensation to West Side in an. amount so
as to afford to West Side the same
practical economic result as if the
Remediation Loan had been made by the
City and/or Redevelopment Agency.
For purposes of this Agreement,
Remediation Costs include, but are not
limited to, costs incurred in..performing
or preparing tank closures, tank closure
assessment reports, initial remedial
actions, contamination assessments,
contamination assessment reports,
remedial action plans, remedial actions,
monitoring, sampling and reporting at the
direction of the Dade County Department
of Environmental Resources (DERM) , the
Florida Department of Environmental
Protection (DEP) and any other federal,
state, or county regulatory agency having
jurisdiction and claims by third parties,
including any unit of government, for
damages, remediation costs, and fines and
penalties arising out of, or relating to,
the environmental condition of the
applicable property (ies) prior to the
date of the applicable closing and
actorneys' fees.
(ii) West Side agrees to accept the SSDI South
Parcel and the Federal Triangle Parcel in
their "as is" physical condition at the
applicable closing without any other
representation or warranty by the City or
the Redevelopment Agency regarding their
physical condition, and West Side shall
assume all the responsibilities and obli-
gations that may arise from its ownership
of these contaminated properties, except
for the payments required as set forth in
subparagraph S.3(d) (i) above. Promptly
follo~ing the applicable closing and
conditioned upon the City and Redevelop-
ment Agency timely funding their
financial obligations under subparagraph
5 _ 3 (d) (i) above, West Side shall take
such actions as are necessary to bring
these two parcels into compliance with
all applicable federal, state and county
environmental standards (provided that to
the extent the City is prevented from
-.---. --- --conveyi-ng- the-Fede.ra+--T-riaflgle rarcd t~
West Side, then West Side shall have no
obligation or responsibility to remediate
the Federal Triangle Parcel, and the City
shall repay to West Side any Remediation
Costs previously incurred by West Side
(or the Porcofino Entities) in remedi-
acion of che Federal Triangle Parcel for
the City's benefit]. In addition, West
Side agrees to accept the Goodman Terrace
Parcel, the Water Tower Triangle Parcel
and the End Parcels in their "as is"
physical condition (except that the City
may remove the palm trees currencly
warehoused in the End Parcels prior to
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Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 49 - 2-,
Date: May 12, 1999
To: Chairman and Members of the Board
of the Miami Beach Red elopment Agency
From: Sergio Rodriguez
Executive Director
SUBJECT: A RESOLUTI N OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING AN
APPROPRIATION OF FUNDS IN THE AMOUNT OF $15,000 FROM THE
FY 98/99 BUDGET FOR SOUTH POINTE, IN ACCORDANCE WITH A
SURVIVING PROVISION OF THE 1995 PORTOFINO DEVELOPMENT
AGREEMENT, AS FIFTY PERCENT OF THE COST OF THE SITE
ASSESSMENT REPORT FOR SSDI-NORTH TO BE PREPARED BY
NUTTING ENVIRONMENTAL OF FLORIDA, INC.
RECOMMENDATION:
Adopt the Resolution.
BACKGROUND:
In November 1995, the City of Miami Beach, the Miami Beach Redevelopment Agency and the
Portofino Group entered into a Development Agreement which was terminated in June 1997. One
of the surviving provisions of this agreement addresses environmental assessment and remediation
of SSDI-North. Pursuant to Section 5.3 (t)(iii), a surviving provision of the Development
Agreement, a copy of which is attached, the Miami Beach Redevelopment Agency is responsible
for payment of fifty percent of the environmental assessment and remediation costs for SSDI-
North. In October 1998, the parties entered into a Settlement Agreement that deeds SSDI-North to
West Side Partners, Limited.
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{ Agenda Item "3 6
Vede'V Date S -I L -99
SUUTti VUI~~
Vedevel()pment [)istlict
ANALYSIS:
Pursuant to the surviving provision of the Development Agreement, West Side Partners has
submitted a request for the Agency to approve and share in the cost of the proposed environmental
remediation plan. The fIrst step necessary to implement environmental remediation is to determine
the condition of the site through preparation ofa Site Assessment Report (SAR). Aproposal has
been submitted by Nutting Environmental of Florida, Inc. (via West side-Partners, Limited) to
perform a SAR for SSDI-North. The cost of this engagement is estimated to be $ 25,095.
Additionally, there may be some associated permitting fees that are not included in this estimate.
Therefore, the Administration is recommending an appropriation in an amount not to exceed
$15,000 to cover the City/RDA's fifty (50) percent share of the remeditation costs. These funds are
currently available from the FY 98/99 South Pointe budget.
Upon completion of the SAR, the Administration will be able to ascertain the extent of
environmental remediation and the associated costs that will be required on this site. As previously
stated, a surviving provision of the 1995 RDA obligated a 50/50 split between the Portofmo Group
(or its designated entity) and the City/RDA to cover environmental remediation.
CONCLUSION:
The Administration recommends adoption of the resolution approving appropriation from South
Pointe FY 98/99 funds an amount not to exceed $15,000 to pay for the CitylRDA's fIfty (50) percent
share of the Site Assessment Report and associated permitting fees.
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