HomeMy WebLinkAboutR-93-0239S3a1.
RESOLUTION So . 9 3- 2 3 9
A RBBOLWIOM. ME ATTACH MTB, AU'MRISIW
TIE CITY MANAGER TO EZSCOT2 TEE TX=
AMERDMENT TO TRZ LEABE AGREw"n- I, IR
BUBBTANTIALLY TIE ATTACEED PORN. BETWEEN TER
CITY OF Nun AND BAYBIDE CENTER W=TIV
PART1C UIP RITE RESPECT TO TU SAYBIDE
SPECIALTY CENTER P"un GARAGE, TO PORYALIEs
CSANGEB TO CERTAIN 1lE VIRUMMTB CONTAINED
TBEREIS RELATING TO TEE OWNERBEIP OF TEE
PARTYWRIP INTERBSTS Ix SAYSIDE CENTER
LIMITED PARTNERBEIP. BUBJECT TO TEE RECSIPT
BY TIM CITY OF AM IADEIORIPICATION AGREEILENT
IN A FORM ACCEPTABLE TO TEE CITY ATTORNEY.
XEEREAB, on January 24, 1985, Dayside Center Limited
Partnership (hereinafter "BCLP`) and "the City of Miami
(hereinafter the "City") aatint by and throuh the City NAMIjer,
entered into that oertain Lease Agreement with respeot to the
8ayside Speoialty Center Panting Garage, Mhioh the parties
thereto amended by ezeoution of that Certain First Amendment
dated Ootober 1T. 1985 and the 8e0ond Amendment dated
September 13. 1988 (hereinafter ooileotively retorted to as 'the
Parking Lease'): and
WnREAB, SCLP, the General Partner. and Armado Codina,
Ronald E. Frazier, xatan Rok, Garth Reeves, Ignaoio daroia Du-
Quesne. and 8ovard Retail investment Corporation (each
individually referred to as a "Limited Partner'). have requested
IATTACHMENT (S)I
CONTAINED
EBlY pprp�QOE
Noma or
APR 15 M3
93� 239
the City enter into certain amendments to the Parking pease
which change certain requirements therein contained relating to
the ownership of the partaerahlp interests in DCLP;
NOT T88R8PORE. aB IT R3BOLVRD BY TER COMMIBBION O! TR8
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 xaaager is hereby authorlsed to
ezecute, in substantially the attached form the Third Amendment
to the Dayside Parking Garage pease Agreement betvaen the City
of Miami mad sayside Center Limited Partnership for the 3ayside
Specialty Center Parking Garage to change certain requirements
therein contained relating to the ovaership of the partnership
interests in eayside Center Limited Partnership, subject to the
receipt by the City of sa IndenniliostSon Agreement in a form
acceptable to the City Attorney.
Section 3. This Resolution shall become effective
immediately upon its adoption.
PABBRa AXD ADMID this _ JJMU� day of ATE
ATTEBT:
MATTY 311RAI
CITY CLWM
. pvea+ft�.
93-- 239
PREPARED AND APPROVED BY:
Al IYA&A
XlRIAX YAER
CHIEF ASSISTANT CITY ATTORNRY
APPMOVED AIS TO FOPX AND C•
CITY r
GAO[: sp : xaao7
93— 239
-a-
THIS THIRD AMENDMENT TO SAYSIDE PARKING GARAGE LEASE
AGREEMENT ("Second Amendment") made as of this day of
, 1992, by and between BAYSIDE CENTER LIMITED
PARTNERSHIP, a Maryland limited partnership (hereinafter referred
to as "Developer")', and the CITY of KIAMI, a municipal corpora-
tion of the State of Florida (hereinafter referred to as the
"City"), acting by and through the CITY MANAGER (hereinafter
referred to as the "City Hanger"), and with the prior approval
of the city Commission of Miami.
WIT NZANBIS:
on January 14, 1985 the parties hereto entered into
that certain Lease Agreement with respect to the Bayside
Specialty Center Parking Garage, which the parties hereto amended
by execution of that certain First Amendment dated October 17,
1985 and the Second Amendment dated September 13, 1988 (the Lease
Agreement as amended by the First Amendment and the Second
Amendment hereinafter collectively referred to as "the Lease").
The City and Developer desire to make certain changes
to the Lease so that the Lease will be consistent with the Retail
Lease (as such terk is defined in the Lease) and certain other
changes related to transfer of partnership interests in
Developer.
In consideration of ten dollars ($10.00) paid by
Developer to City and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:
1. Amen„ gnt to Lease. The Lease is hereby amended in
the following respects:
Pargarauh i.i. Clause (h) of Section 5.3 (Transfers)
of the Restated Lease is amended by adding the words "or any
Transfer by will or by operation of law as a result of a death of
a limited partner of Developer" at the end of the clause.
93- 239 ?
.,IN
W7
Paragraph 1.2. Clause (k) of Section 3.3 (Transfers)
of the Restated Lease is amended by inserting the phrase *or
lending institution" attar the phrase "made by another partner*
appearing in the third and fourth line.
Paragraph 1.9. Section 5.8 (Minority Participation in
Ownership) is hereby amended by deleting the last sentence in its
entirety and inserting the following in lieu thereof:
"Notwithstanding the foregoing, in the case of a
permitted Transfer of a limited partner's interest under
subparagraph (k) of Section 5.2. and a subsequent
transfer back to a partner of Developer either as a
result of a default by the transferring limited partner
or the exercise of an option by the transferring limited
partner requiring another partner of Developer to
purchase its interest, then neither the Developer nor
the purchasing partner shall be obligated to resell the
transferring limited partner's interest to another Slack
American or Hispanic American or entity owned or
controlled by a Black American or Hispanic American and
the percentage set forth in the first sentence of this
Section shall be automatically reduced by the percentage
interest of the minority limited partner so
transferred."
Paragraph LA. Section 9.1(d) (Liability Insurance) of
the Lease is amended by deleting the second sentence and
inserting the following in lieu thereof: "Such insurance shall
afford protection to at least the combined single limit for
bodily injury and property damage liability of $5,000,000 per
occurrence but no less than the minimum amount required by any
Leasehold Mortgage."
2. Effect of this Amendment. Except as is herainabovo
set forth, the provisions of the Lease shall hereafter remain in
full force and effect, as if this Second Amendment had not been
entered into.
IN WITNESS WHEREOF, ROUSE-MiAMI, INC., the sole general
partner of SAYSIDE CENTER LIMITED PARTNERSHIP, has caused this
Third Amendment to Lease Agreement to be signed in its nano by
its vice President and its corporate seal to be hereunto affixed
and duly attested by its Assistant Secretary, and the CITY
COMMISSION OF MIAMI has caused this Third Amendment to Lease
Agreement to be signed in its name by Cesar H. Odic, the CITY
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13� 93- 239
MANAGER, and duly attested to by Natty Hirai, the CITY CLERIC, on
the day and year first hereinabove written.
ATTESTt
az&'
WI-CILE•
Assistant Secretary
[CORPORATE SEAL]
ATTEST:
MATTY TJIRAI, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
A. QUINNONES, III,
City Attorney
BAYSIDE CENTER LIMITED
PARTNERSHIP, a Maryland United
Partnership
By: ROUSE-MIAMI, INC., a
Maryland Corporation,
General Partner
THE CITY of MIAMI, a amicipal
corporation of the State of
Florida
By:
U311, H. ODIo, city Wainager
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93- 239
9
_,. MNie lb - tea , "e . r
STATE OF
)ss.
COUNTY OF
I, an officer authorized to take okn. lodgments, H=REBY
CERTIFY that on this _ //.6� da of , 19�12,
pgrs hall a e red before No and
known o me o • ce es ent and
Assistant secr• ary, respectively, of AOUSS-MIMI, INC., a
Maryland corporation, known to se to be the general partner of
Sayside Center Limited Partnership, a Maryland limited
partnership, and known to as to be the persons who executed the
foregoing instrument, and they severally acknowledged the
execution thereof as the tree and formal act of the said
corporation as the sole general partner of such Partnership.
WITNESS my hand and official seal in said County and
State the day and year last aforesaid.
0 0,
state of Maryland
My Commission Expires:
STATE OF
as.
COUNTY OF j
I, an officar authorized to take acknowledgments, Nzmy
CERTIFY that on this day of , 1992,
personally appears¢ before as and
Sown aso Manager
an the Eity C ar , respectively, of TU CITY OF HIM, a
municipal corporation in and under the laws of the state of
Florida, and known to NO to be the parsons Who executed tha
foregoing instrument, and they severally acknowledged the
execution. thereof as the free and formal act of the said
municipal corporation.
WITNESS my hand and official seal in said County and
State the day and year aforesaid.
No ary NMI Le,
My Commission Expires: State of Florida
-4-
I D 93- 239
CONSENT
SUN BANK (N.A.), Trustee under that certain Trust
Indenture dated as of October 1, 1985 and does hereby consent to
the foregoing Third Amendment to Lease Agreement and agrees to be
bound thereby.
SUN BUR (N.A. )
1, an officer authorized to take acknowledgments,
HERESY CERTIFY that on this day of , 1992,
personally appeared before m o
as to be the or 9 .
to se to be the person v o executed the above consent to the
foregoing instr-ment, and he/she a0movledged the execution
thereof as the free and formal act of the said corporation.
MITHESS my hand and official seal In said County and
state the day and year last aforesaid.
My Commission Expires:
otuy AMC
State of
County of
93— 239
' Zr
CONNECTICUT GENERAL LIFE INSURANCE COMPANY, Mortgages
under that certain.Mortgage Consolidation, Modification and
Extension Agreement dated December 3, 1987 and recorded in the
Official Record Hook 13498 at page 670 in the Land Records of
Dads County, Florida and doss hereby consent to the foregoing
Third Amendment to Lease Agreement and agrees to be bound
thereby.
CONVWTICUT GSNBRAL LIFE
INSURANCE COMPANY
sy: CIGNA Iavestaants, Ina.
Br;
I, an officer authorized to take acknowledgments,
HERESY CERTIFY that on this day of . 1992,
personally appeared before me . known to
me to be the o , Iye. , an
authorized *g-*-n1-ro—rCONM=1CUT GINWL LIFE XMSUTAMCE COMPANY
known to me to be the parson who executed the above ftnsevnt to
the foregoing instrument, and he/she ackmowiedged the execut en
thereof as the free and formal act of the said corporation.
WITNESS ■y hand and official seal in said County and
State the day and year last aforesaid.
State of
County of
My Commission expires:
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(9)
93- 239
HiiC.l.ia 'moo ir:�r
March 16, 1993
retUP� o�r5iut
Inve
xmAwc97PLA
m tAx
Mr. Cesar Odic,
City Manager
CITY 01► XXAXt
3500 Pan Ansriaan May
KiWd, Pt, 93132
RS s Itas 9 Resolution (J-92 ►151)
=4 Itaa 10 Resolution =o-92-150)
Autborising szacution or at, Agpnd�t to as Agre@sent
Door Mr. Rios
Please reinateto for the April 15, IM, City oY tii d CONSU sfon
s9onda the above relerencOd iteas, which ve t+egtissted be tabU d
free tho December 20, 1992, Co adesion s ting. Rbuv are no
changes to thee.
Thank you for Ymr 400"Tation in this natter. As eivays, plomw
real rros to contact as should you hmm my queotimw.
81n.Cs�mlyr
Rant `0. irs+cilla
vial president 9
Goner" manager
xr/gb
MrM1r4Y
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12
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fwo +.t sn u�sn�oos 93— 239
/,.7 --/
sr TOTRIL pA6E.@82 �t
I 'SY:CITY OF MIAMI ( -11-92 c 12:20PM 3 CITY NA1MAG1 —4 T.
Ct1V of miAw, FUNDA
iNUn-011tICt IALMorANDuM
To: The Honorable Mayor and
xembe of the City Comission
FeM; eaar V.40Vo
City Manager
CAri : -PAR .4 a"
s" a' Resolution -Autbor12inqq
ltxecution of ird Rtaanelmeat
to a Lease Agreeiaeat
it has been raVested by sa side Canter Limited Partnership, the
general partner, and Arumido Codina, Rooeld f. Truster, Nation
Rok, Garth Reaves, Ignacio Garcia pNesar end iltarasd Retail.
investment Corporation, each referred to as a limited YOCUM,
that the City enter into a third 001e0dMent to the Isere eg �t
between the City of Miami and seyside Center L3mated P coup
with respect to the Sayside eeialt Center vaing Gars", to
formalise changes to Certain &SWIsemsots s:koontsiaei therein
relating to the ownership of the pertnership int&Cests is �ysido
Center Limited•Partnershlp.
sAClUM ,,CUM?:
on January 14, im , seysids Center Limited Partnership and the
City entered into a lease agrormeat with teepee t to the >rayside
Specialty Center Parking Core", which was kBsnded Asaaddeaaatt bye !`first
Amendment dated October 17, 1999 sand a s 09Wd dated
September 12, Igoe.
she City has been caseated to enter 1pto a tLUd t to
the lease eea+ant betwess the City of "1Wd es Centric
Limited Partnership with respect to the taYSSAU >ipea ty antar
Parking Garage, which woasld ollon, in t1w Came of • p mItted
transfer of a limited pasctner•ss Interest aid a �t
transfer back to a partner of bayside Center Llaited >i'artnsrs p,
that neither Sayside Center Limited Pestsesship nor the
purchasing partner shall be obligated to resell t>ms limited
partner*e interest to another sierlc American os s3isW►estic l�aerlcass
or entity owA&d or controlled by a slack American yr Wisp:nic
American.
93- 239
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