HomeMy WebLinkAboutR-92-0071J-92-92
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RESOLUTION NO.
A RESOLUTION, WITH AN ATTACHMENT, AUTHORIZING
THE CITY MANAGER TO EXECUTE AMENDMENT NO. 3,
IN SUBSTANTIALLY THE FORM ATTACHED, TO A
LEASE AGREEMENT DATED OCTOBER 22, 1987,
BETWEEN THE CITY AND THE UNITED STATES OF
AMERICA ACTING BY AND THROUGH THE GENERAL
SERVICES ADMINISTRATION FOR THE DEVELOPMENT
OF THE MIAMI FEDERAL LAW ENFORCEMENT
BUILDING; IDENTIFYING THE FEDERAL FINANCING
BANK AS THE FEDERAL GOVERNMENT'S SOURCE OF
THE ADDITIONAL, FUNDS NEEDED TO COMPLETE THE
CONSTRUCTION OF SAID BUILDING; AND DIRECTING
THE CITY MANAGER TO EXECUTE THE APPROPRIATE
DOCUMENTS CONNECTED THEREWITH.
WHEREAS, the City of Miami, Florida (the "City") and the
United States of America, acting by and through the General
Services Administration (the "Government"), entered into a Lease
Agreement dated October 22, 1987, as amended by Amendment No. 1
(the "First Amendment"), dated June 23, 1989 and Amendment No. 2
dated November 25, 1991 (the "Second Amendment"), (collectively,
the "Amended Lease"), whereby the Government agreed to lease
from the City certain real estate and a building to be erected
thereon io house the staff of the U.S. Attorneys Office for the
Southern District of Florida, certain offices of the United
States District Court for the Southern District of Florida and
certain ether federal law enforcement agencies or other federal
agencies (the "Project"); and
CITY' CoIZMIOSiox
F t B 13 1992
Rf 901UY l UN ?l0. _-----'---
WHEREAS, the City, pursuant to Ordinance No. 10464, enacted
on July 21, 1988 (the "Ordinance"), and Resolution No. 89-547,
adopted can June 7, 1989, as supplemented by Resolution No. 89-
627, adopted on July 13, 1989 (collectively, the "Resolution"),
_ issued its City of Miami, Florida Rental Revenue Bonds, Series
1988, in the aggregate principal amount of $30,000,000 (the
"Bonds") to finance the cost of a portion of the cost of
acquisition and construction of the Project; and
WHEREAS, the Amended Lease contemplated that the City would
issue an additional series of bonds to pay for the cost of
completion of construction of the Project, but the Government
has now determined that it will provide its own source of
financing for the completion of the Project through its Federal
Financing Bank; and
WHEREAS, the City and the Government desire to amend the
Amended Lease;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
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.
Sec+ion 2. The City Manager is hereby authorized to
execute Amendment No. 3, in substantially the form attached, to
the Lease Agreement dated October 22, 1987, identifying the
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Federal Financing Bank as the Federal Government's source of the
additional funds needed to complete the construction of the
Miami Federal Law Enforcement Building and directing the City —
Manager to execute the appropriate documents connected
therewith..
Section 3. This Resolution shall be effective immediately
upon its adoption.
PASSED AND ADOPTED this
ATTES
MATTY HIRAI
CITY CLERK
FINANCIAL REVIEW:
L
lff-A-RL08 GARCIA
FINANCE DEPARTMENT
PREPARED AND APPROVED BY:
i
L DA K. KEA SON
ASSISTAN`.T' CITY ATTORNEY
APPROVED AS TO FORM AND
CORRECTN17SS :
i
�Q S, III
CITY ATTOR Y
13th day o Februar , 1992.
XAVIER Lt. UAREZ, MAYOR
-3-
111 11Y 112 0 iGGa
HIAHA VEDERAL LAW ENFORCEMENT BUILDING
AMENDMENT NO. 3 (I" th,i.sThi t t.l_ An>EiL1#JMgpt 1')
made this day of
the CITY OF HIAMI (her
the "CITY" or "I! SSORII
corporation of the 5ta
UNITED STATES OF AMRI
through the General Se
(hereinafter referred
its agency.
WHEREAS, the CITY and the
into the Lease Agreement dated
Lease"), setting forth the term
CITY will construct on CITY -own
GOVERNMENT a building of approx
douse the offices of the United
States law enforcement agencies
rp.newal rights in favor of the
WHEREAS, the CITY and the
executed an Amendment No. 1 dat
Lease (the "First �linendment") f
building permit issuance date;
WHEREAS, the CITY and the
executed an Amendment No. 2 dat
Original Lease, as amended by t
Amendment") for the purpose of
rent to the CITY would commence
in certain other respects (the
amended by the First Amendment
hereinafter referred to as the
WHEREAS, the CITY and the
the terms of the Amended Lease.
NOW, THBREFORL, in conside
valuable consideration, the rec
hereby acknowledged, the CITY a
follows:
3- The foregoing recital
by reference.
2. The CITY hereby agrees
"Excess Project Costs" (as that
Lease) may be provided by the F
, 1992, by
nafter referred to as
a municipal
of Florida, and the
acting by and
ices Administration
as "GOVERNMENT" or
VERNMENT have heretofore entered
tober 22, 1987 (the "Gri_qiUA_
and conditions under which the
property and lease to the
ately 250,000 square feet to
tates Attorney and other United
or a period of 3U years, with
VERNMENT; and
ERNMENT have heretofore
June 23, 1989, to the original.
the purpose of extending the
VERNMENT have heretofore
November 25, 1991, to the
First Amendment ( the "See9nd
arifying when payments of annual
rid amending the Original Lease
iginal Lease, as heretofore
d the Second Amendment, being
mended Lease")
desire to amend further
ation of the foregoing and other
ipt and sufficiency of which are
d the GOVERNMENT hereby agree as
agraphs are incorporated herein
that the financing for the
term is defined in the Amended
deral Financing Bank.
01/(18/92 Is:00 14U9 566516i
3. The CITY hereby agrees
term is defined in this Third A
Amended Lease, as amended by th
payable -to the Trustee (and its
the CITY shall not have any rig
payments of Supplemental Rent m
Amended Lease, as amended by th
4. Section 1.1 of the
adding thereto the following
respective definitions:
;
FEDE"L LAW ENFORCEMENT BUILDIRG
1 "S(Ipplet,tenta] ketiL-" (as t.haL
ndment) due under under the
'third Amendment, shall be
uccessors or assigns) and that
to, or interest in, any
e by the GOVERNMENT under the
Third Amendment.
ed Lease is hereby amended by
defined terms and their
"Advance" - An advanc of funds made by FFB in
accordance with the terms I the FFB Note.
"Business bay" - Any�y on which both FFB and the
GOVERNMENT are open for bu iness.
"FFB" - The Federal Fj iancifig Bank, a 'body
corporate and instrumental�ty of the United States of
America.
"FFB Note" - The prom
Trustee payable to FFB, a
the Third Amendment.
"First Amendment" E
1989, to the Original Leas .
sory note made by the
py of which is attached to
ndment No. 1 dated June 23,
"Original Lease" - Th Lease AgreemeAt dated
October 22, 1987, between the CITY and the GOVERNMENT.
"Second Amendment" - Amendment No. 2'dated
November 25, 1991, to -the riginal Lease,!as amended by
the First Amendment.
"Supplemental Rent" - See Section 3.5.
"Third Amendmentif - A endment No. 3 dated
to the Origi al Lease, as amended by the
First Amendment and the Se and Amendment.!
"this Lease" - The Or ginal Lease, as amended by
the First Amendment, the SI
cond Amendment; and the
Third Amendment. '
"Trustee" -
5. Section 2.1 of the Ame ded Lease is hereby amended in
its entirety to read as follows i
9 ... T I
._ A I AL
THIRD AHE14D1tE1P.V - page 2
HIAHIJIFEDERAL LAW ENFORCEMENT BUILDING
x.1 I itial_Tfirm
'file Initial. tetm
for thirty (30) years
Commencement Date (th
the final payment: of
Supplemental Rent sha
thirtieth (30th) anni
Commencement Date.
6. The following new sect
to the Amended Lease at the end
3.5 81qpp1etnental Rant
(a) Supplementa
calculated so as to p
principal amount of a
under the FFB Note, o
Advances" and "Paymen
for in the FFB Note,
interest, if any, tog
interest thereon at t
determined under the
over the Initial Term
on the First Suppleme
(determined in accord
this Lease). Additio
shall include any 11 la
incurred under the to
(b) The amount
and payable on each S
Date (determined in a
3.6 of this Lease) sh
aggregate amount of c
principal or combinat
may be, and accrued i
payable on such Suppi
Date under the terms
together with any lat
incurred under the to
' (c) Supplementa
to adjustment under c
including, but not li
Advance is made after
Rent Payment Date; (2
its respective maturi
accordance with terms
subsequent to the Fir
1 Lh is LFia::ct shall be.
eginning on the
"Initial Term") and
nnual Rent and]
be made on the
rsary of the
ns 3.5, 3.6, and 3.7 are added
f article III thereof:
Rent shall be
y in full the aggregate
1 Advances made by FFB
her than "Refunding
Borrowings" provided
nd all capitalized
ther with accrued
e interest rate
erms of the FFB Note
of this Lease beginning
tat Rent Payment Date
nee with Section 3.6 of
ally, Supplemental Rent
e charges" or "premium"
ms of the FFB Note.
f Supplemental Rent clue
pplemental Rent Payment
cordance with Section
11 be equal to the
pitalized interest or
on of both, as the case
terest that is due and
mental Rent Payment
f the FFB Note,
charges or premium
ms of the FFB Note.
Rent shall be subject
rtain circumstances,
ited to: (1) if any
the First Supplemental
if any Advance having
y date (determined in
of the FFB Note)
t Supplemental Rent
THIRD AMENDRENT - page 3
111AIH.1o2 IR-ill
I Iltil It \\h I fit;. I� i
E
3.6
HIAMI FEDERAL LAW ENFORCEMENT BUILDING
Payment. Date matl.lres a
a Refunding Advance ma
the terms of the FFB N
Advance bears interest
different from the rat
Advance bore interest;
paid in whole or in pa
maturity date or is pr
part on any other date
made by FFB under the
respective First Princ
occurring subsequent t
Supplemental Rent Pays
Supplemental Ren
(a) Supplementa
by the GOVERNMENT to
annually, in arrears,
payable on the First
Payment Date (as here
semi-annual. Supplemen
(as herein defined) o
through the Final Sup
Date (as herein defin
Supplemental Rent Pay
(1) The "F
Rent Payment Dat
first "First Pri
Date," as determ
GOVERNMENT under
FFB Note, to occ
the initial. Adva
under the FFB No
(2) The "F
Rent Payment Dat
30th anniversary
Commencement Dat
( 3 ) The "Si
Payment Dates," i
First Supplement;
Date and the Fin;
Rent Payment Date
the dates which I
Supplemental Ren,
months or 6-montl
id Ls 1•r,L'unded Llivoucgll
le in accordance with
)te and that Refunding
at a rate that is
at which the maturing
(3) if any Advance is
-t on its respective
paid in whole or in
or (4) if any Advance
'FB Note has its
.pall Payment Date
) the First
!nt Date.
Rent shall be payable
e Trustee semi-
nd shall be due and
pplemental Rent
defined) , on each
1 Rent Payment Date
urring thereafter
emental Rent Payment
), and on the Final
nt Date.
st Supplemental
shall be the
ipal Payment
ed by the
he terms of the
with respect to
e made by FFB
nal Supplemental
" shall be the
of the
pplemental Rent
Cher than the
1 Rent Payment
it Supplemental
shall be each of
recede the Final
Payment Date by 6
� multiples.
THIRD ARENDHENT - page 4
11 I 114 112 14 : 112 aO 5605 1 If 7 I It it It.\\1� I \l; I I \ IN) Illlli
3.7
HI11M4 FEDERAL LAW ENFORCEMENT BUILDING
tb) Whenever. .and
Payment Date shall fa:
a Business Day, the pi
Rent which would other
Supplemental Rent Payl
on the first Business
case of a Supplementa:
falling on a day oche:
the extension of time
that would otherwise
Supplemental Rent Pay:
taken into account in
of interest for the A
under the FFB Note, a
computing interest in
payment and excluded
next payment, if any.
(c) A late paym
under this Lease shal
this Lease, and the T
to recover any Supple
together with the pay
at the rate establish
Note.
(a) Notwithstanl
of this Lease, the Go'
and agrees that its o;
payment of Supplement,
due and payable under
absolute and uncondit
and shall in no way b
suspended, deferred o
any reason, including
(1) any da:
or loss to, or a.
confiscation, re
taking or forfei
property that is
this Lease or an
5 upplewetil.a 1. Itent
on a day which is not
ment of Supplemental
ise be due on such
nt Date shall be due
,ay thereafter. In the
Rent Payment Date
than a Business Day,
or making the payment
due on such
!nt Date shall. (1) be
Istablishing the rate
,ances made by FFB
l (2) be included in
:onnection with such
i connection with the
t of Supplemental Kent
not be a default of
stee's remedy shall be
ntal Rent owed,
nt of "late charges"
therefor in the FFB
ing any other provision
ERNMENT hereby pledges
ligations to pay each
1 Rent due or to become
this Lease shall be
onal and irrevocable,
released, discharged,
otherwise affected for
without limitation:
age, destruction
y condemnation,
uisition, seizure,
ure of, the
the subject of
part thereof;
(2) any prevention,
restriction or curtailment of, or
any interference with, any use of
the property that is the subject of
this Lease or an part thereof of
whatever duratio , whether or not
THIRU MENDRONT - p:+qn 5
it 1 119 • 921 1 11 : 03
$`ii i(i(i6 t li7
11vil 1n\KI\(; )'I-,
I(L11111 i
4W
HIMI ' FEDERAL LAW ENFORCEMENT BUILDING
by reason of sam
breach oii the Ira
third party, inc
governmental aut
not resulting fr
whether or not w
part of the GOVE
ar,t:, nu►issioll or
f of the CITY or a
uding any
rarity, whether or
m an accident, and
1-hout fault on the
NMENT;
(3) any abandonment or
scrapping of the property that is
the subject of t 'is Lease or any
cessation of the use or possession
of the property hat is the subject
of this Lease fo iany reason
whatsoever and o 'whatever
duration;
(4) any de
condition, quali
or conformity to
the property tha
this Lease or an
(5) any de
the property tha
this Tease or an
title;
(6) any ch
release, extensi
other act or omi
any obligation o
GOVERNMENT or th
(7 ) any ba
insolvency, reor
dissolution, liq
like proceeding
CITY, or any act
respect to this
trustee or recei
by any court;
(8) any cl
GOVERNMENT has o
against the CITY
person;
(9) any ri
recoupment, coup
abatement, suspe
ct in the
, fitness for use
pecifications of
is the subject of
part thereof;
ct in title to
is the subject of
1 ien on sLich
ge, waiver,
, indulgence or
ion in respect of
liability of the
CITY;
kruptcy,
anization,
'idation or other
relating to the
`on taken with
ease by any
'er of the CITY or
i
,im that the
might have
or any other
ht of set --off,
erclaim, defense,
sion, deferment or
T111IU) AMENDIIENT - page 6
.r , 10.111,.
I"'J►lu.�
NI
reduction, wheal
this base or of
GOVERNMENT may h
the CITY or any
FEDERAL LAW ENFORCEHENT BUILDING
r. arising unUat.
erwise which the
've with respect to
ther person;
(10) any f 'pure on the part
of the CITY to p 'rform or comply
with any of the tenns of this Lease
or any other agreement;
(11) any i validity or
unenforceability or disaffirmance
of this Lease or any assigtunent of
this Lease or th ,FFB Note;
(12 ) any a
enforce any prov
or any assignmen
the FFB Note;
ence of action to
ion or th i.s Lease
of this Lease or
(13) any r covery of a
judgment against ttte CITY or any
affiliate of the CITY or any action
to enforce the sz me; or
(14) any other circumstance
which might othe , ise constitute a
legal or equitab a discharge or
defense of the G VERNMENT in whole
or in part;
it being the intentio
each payment of Suppl
become due and payabl
continue to be payabl
manner and at the tim
Lease.
of the GOVERNMENT that
ental Rent due or to
under this Lease shall
in all events in the
provided in this
(b) Any payment .of Supplemental Rent
may be made with the p roceeds of a "Payment
Borrowing" in accorda Ice with the terms of
the FFB Note.
7. Except to the extent m I ified by this Third Amendment,
the Amended Lease remains unmod I
fied and in full force and
effect.
9i-
THIRD AMENDMENT - page 7
- s
01 Oh !1',1 I8:04 a!) ti6115167
I
MIA MI 1 FEDERAL LAW ENFORCERENT BUILDING
IN WITNESS WHEREOF, the patties hereto Have caused this
Third Amendment to be executed y their respective officials
thereupto duly authorized this �6y and year first above written.
Witnesses:
U iTED STATES OF AMERICA,
a ting by and through the
G neral Services Administration
Nape: Michael E. Roper
Title: _ Contracting _officer.. .
Da te:
'C TY OF MIAMI,
a municipal corporation of. the
S 'ate of Florida
Attest: B4:
Ugme: Cesar R. Odio
f
By: T'tle: - City Manager
Name: _ Matty HISXAi D 'te:
Title: City Cler-k-_
Approved as to form
and correctness:
By: _
. _ 1
Name: A. uinn_jo�gs, III
Title: _ City Attorney i
1 II THIRD AlLEND?SENT - page B
CITY OF MIAMI, FLORIDA E;A. 9
INTER -OFFICE MEMORANDUM
Honorable Mayor and Members �q� 2 91992
To of the ty Commission DATE Resolution Authorizing
Execution of Amendment 3/
SUBJECT Federal Law Enforcement
4�1 � Building
Cesar H. Odio For City Commission
FROM: City Manager REFERENCES Meeting of 2/13/92
ENCLOSURES
RECOMMENDATION:
It is respectfully recommended that the City Commission adopt the
attached Resolution authorizing the City Manager to execute
Amendment. No. 3, in substantially the form attached, to a Lease
Agreement dated October 22, 1987 between the City and United
States of America, acting by and through the General Services
Administ3_ation (GSA), for the development of the Miami Federal
Law Enforcement Building; identifying the Federal Financing Bank
as the Federal Government's source of the additional funds needed
to complete the construction of said building.
BACKGROUND:
The Department of Development & Housing Conservation, Development
Division, has coordinated the preparation of Amendment No. 3 to a
Lease Agreement dated October 22, 1987 between the City and the
U.S. GSA.
The Lease Agreement executed October 22, 1987, as amended June
23, 1989, and November 25, 1991, anticipated possible changes in
the estimated costs for the construction work once a developer
was selected. The successful proposer's bid together with costs
for site acquisition and other site related pre -development work
has resulted in a revised total project cost of $45,000,000. In
1988, the City issued Rental Revenue Bonds in the amount of
$30,000,000. The Lease Agreement provides that the U.S.
Governme>>t will be solely responsible for project costs in excess
of $30, 000, 000 .
The City and the U.S. GSA have agreed that additional City of
Miami Revenue Bonds will not be used to fund the excess project
costs. The U.S. GSA has determined that it shall provide its own
source of financing for completion of the project through its
Federal Financing Bank.
0 'i l
caG - l
,
Honorable Mayor and
Members of the City Commission
Page Two
The City and the U.S. GSA desire to amend the Lease Agreement to
define these terms. The U.S. GSA has reviewed and approved
proposed Amendment No. 3. (letter attached).
Construction of the building is on schedule and will be completed
by November 1993.
Attachments:
Letter_ of Approval from U.S. GSA
Proposed Resolution
Amendment No. 3 to Lease Agreement
2
0- ral Services Administration, Rep'^n 4
-401 West Peachtree Street +
Atlanta, GA 30365-2650
January 29, 1992
Mr. CnOr it. odic
City Mafiager
City ofimiami
3500 Pao American Drive
Miaml, 1rL 33133
Dear mr, olio,
This letter servos to confirm that the U.S. General Services Administratiun
has reviewed Amendment No. 3 to a Lease Agreement dated October 22, 1987,
with the City of Miami and hereby approves Amendment Nu. 3 am sultedulcd
on tho City Commission meeting agenda or February 13, 1992.
6inccraly,
U
M chaal • R. Roper
roject Managor/Contr
•ublic Duildings Sery
ing Pfficor
AVIV
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