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Home My WebLink AboutR-91-0810J-91-862 10/18/91 RESOLUTION NO. Y �? A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, WITH AN ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2, IN SUBSTANTIALLY THE FORM ATTACHED, TO A LEASE AGREEMENT DATED OCTOBER 22, 1987, AS AMENDED, 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; CLARIFYING THE TERM "COMMENCEMENT DATE" FOR PAYMENT OF ANNUAL RENTAL TO BE JANUARY 1, 1992 AND CERTAIN OTHER DETAILS IN CONNECTION THEREWITH. WHEREAS, the City of Miami, Florida 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, dated June 23, 1989 (collectively, the "Lease"), whereby the Government agreed to lease from the City certain real estate and a building to be erected thereon to 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 other federal law enforcement agencies or other federal agencies; and rl i TA, d � �i^ •1 A�' CITY C01,SMiSION EIP.,-," G OF NOV 24 1991 �►m �. 810 WHEREAS, on October 6, 1988, the City Commission adopted Resolution No. 88-909 authorizing the City Manager to execute Amendment No. 1 to said Lease for the purpose of extending the building permit issuance date; and WHEREAS, the City Manager executed Amendment No. 1 to the Lease on June 12, 1989; and WHEREAS, under the terms of the Lease executed October 22, 1987, as amended June 23, 1989, the Government is required to commence payment of annual rental on or prior to January 1, 1992, whether or not the Government has taken occupancy of the building; and WHEREAS, various defined terms within the Lease, as specified in attached Amendment No. 2, including the commencement date, are inconsistent and require revision; and WHEREAS, in order to accomplish said revisions, it is necessary to amend the Lease; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute Amendment No. 2, in substantially the form attached, to the Lease Agreement dated October 22, 1987, as amended, between the City of Miami and the United States of America acting by and through the General Services Administration for the development of the Miami Federal Law Enforcement Building; providing for a commencement date of annual rental of January 1, 1992 Eertain other details in connection therewith. k_f I ... -2- ,S _I.1� _0 0 Section 2. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 14th ATTE�W : TY HIRAI C TY CLERK CIP REVIEW: /e / �i D ARD0 RO R UEZ CIP DMINISTRATOR PREPARED AND APPROVED BY: LI-NDA K . Y4EARSOTY ' ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: day of November, � 1991, 4�XAVIffRj. SUAREZ, MAYOR - 3- .s�.. S10 AMENDMENT NO. 2 LEASE AGREEMENT CITY OF MI.AMI and GENERAL SERVICES ADMINISTRA11.1ION of the UNITED STATES OF' AMERICA THIS AMENDMENT NO. 2, made this _ day of , 1991, to a lease agreement dated October 22, 1987, as amended, by and between the City of Miami, a municipal. corporation of the State of Florida, hereinafter referred to as the "CITY" or "LESSOR," and the United States of America, acting by and through the General Services Administration, its agency, in accord with 40 U.S.C. 751 et. seq., 40 U.S.C. 490(h) and Public Law 99-591, hereinafter referred to as "GOVERNMENT" or "LESSEE." WITNESSETII : WHEREAS, on July 23, 1987, the City Commission adopted Resolution No. 87-746 authorizing the City Manager to execute a lease agreement between the U.S. General Services Administration and the City of Miami setting forth the terms and conditions for the City to construct and lease to the United States an approximately 250,000 occupiable sq.ft. building to house the U.S. Attorney's Office and other U.S. Law Enforcement Agencies in Miami to be located on City -owned property between N.E. 4th Street, N.E. 5th Street, N.E. 1st Avenue and N. Miami Avenue, for n a period not to exceed thirty years with renewal options by the U.S. General Services Administration; and WHEREAS, the City Manager executed a Lease Agreement with the U.S. Genera]. Services Administration on October 22, 1987; and WHEREAS, on October 6, 1988, the City Commission adopted Resolution No. 88-909 authorizing the City Manager to execute Amendment No. 1 to said Lease Agreement for the purpose of extending the building permit issuance date; and WHEREAS, the City Manager executed Amendment No. 1 to the Lease Agreement on June 23, 1989; and WHEREAS, under the terms of the Lease Agreement executed October 22, 1987, as amended June 23, 1989, the Government is required to commence payment of annual rental on or prior to January 1, 1992, whether or not the Government has taken occupancy of the building; and WHEREAS, various defined terms within the Lease Agreement as specified in Section 1. herein including the commencement date are inconsistent and require revision; and WHEREAS, the City and the Government desire to amend the terms of the Lease; NOW, THEREFORE, THE PARTIES AGREE TO AMEND THE AGREEMENT AS FOLLOWS: SECTION I. DEFINITIONS The definition of the term Commencement Date is hereby amended in its entirety to read as follows: -2- The effective date upon which Lhn initial thirty-year term of this Lease shall commence it the (-late upon which the GOVERNMENT commences to make payments to the CITY of the Annual Rental, which payments shall commence no later than January 1, 1992. The definition of the term Proiect Land is hereby amended in its entirety to read as follows: The Project Land is located In Miami, Florida and is comprised of Lots 1, 2, pt. 3, 1_7, 18, 1.9, and 20 of Block 78 N, located between Northeast: 4th and 5th Streets and Northeast 1st Avenue and Miami. Avenue, more particularly described in Exhibit "A" as attached and incorporated herein by reference. S_ CTION III . RENT Subsection 3.4 Unconditional Obligation is hereby inserted to read as follows: The obligation of the GOVERNMENT to pay the Annual Rental and Additional Rental and all other amounts payable hereunder is unconditional and absolute, and shall not be suspended, discontinued or terminated, except as otherwise herein expressly provided, for any reason or cause, including, without limitation, any delay or failure of the Building to be completed, operating or operable; any defect in the title, quality, condition, design, operation or fitness for use of, or any damage to, or loss of, or loss of -3- use of, or destruct -ion or theft of all or any part of the Building from any cause whatsoever; any acts or circumstances that may constitute failure of consideration, - commercial frustration of purpose, any abatement, suspension, deferment, reduction, setoff, defense, counterclaim or recoupment whatsoever, or any right to any claim thereof- that the GOVERNMENT may now or hereafter have against the CITY; any interruption or prohibition of the use or possession by the GOVERNMENT of, or any ouster or dispossession by paramount title or otherwise of the GOVERNMENT from, all or any part of the Building; any delay in completion of tiie Building or any portion thereof; the invalidity or unenforceability or disaffirmance, in whole or in part, of this Lease, or any failure, omission, de?.ay or inability of the CITY to perform any of its obligations contained in this Lease; or any other circumstance, happening or event whatsoever, whether foreseeable or unforeseeable, and whether similar or dissimilar to the foregoing, it being the intention of the parties hereto that all amounts payable by the GOVERNMENT in repect of this Lease shall. continue to be payable in all events in the manner and at the times herein provided. ,SECTION VII. STEP 3 - PROJECT DEVELOPMENT Subsection 7A _Chanaes in the Work, second paragraph, is hereby amended in its entirety to read as follows: j :S t 0 - 4- The CITY and the GOVERNMENT anl:icipate that the GOVERNMENT i -" will request change orders with respect to the construction P of the Building during the period of construction. It is hereby agreed that the GOVERNtIF:NT wild be responsible for all cost increases resulting .from such change orders and 4 that the GOVERNMENT will provido, upon submission of such a I change order, the necessary monoys to pay for the increased j costs resulting therefrom. So long as the GOVERNMENT provides the funds necessary to pay for such increased costs i upon acceptance of the change order wort: by the GOVERNMENT, no amendment to this Lease in connection therewith shall be necessary. Subsection 7.4 Construction Completion Date is hereby amended in its entirety to read as follows: Subject to the force majuere provision contained in this Agreement, construction shall be completed within thirty- four (34) months after the date the Developer and/or Contractor have contracted with the CITY to build the Project. Subsection 7.5 Special Requirements_, paragraph (c), is hereby amended in its entirety to read as follows: A building permit for the Building shall be issued within nine (9) months from the date the Developer and/or Contractor have contracted with the CITY to build the Project. -5- 3, j, 3� T��:r^,`i4'tr-tLL _ _ SECTION X . - GENF-kAL PRO\,1$ IONS Subsection 10.10 Assignment and Subleasina is hereby amended by adding the followfjig sentence at the end of the paragraph: Notwithstanding the foregoing, it is hereby acknowledged by the Parties hereto that no renegotiation of the terms of the Lease as contemplate(] by this Section 10.10 may reduce the Annual Rentals paid by the GOVERNMENT below the amount required to pay when due all debt service in connection with the Bonds issued by the CITY to finance the acquisition and construction of the Building. SECTION XII . - AU1 NDMENTS - Subsection 12.3 Notice of Amendments is hereby inserted to read. as follows: The CITY and the GOVERNMENT shall provide prior written notice to Moody's Investors Service, Inc. and Standard & - Poor's Corporation of any amendment to this Lease. It is further understood that all conditions outlined under the original Agreement dated October 22, 1987, as amended, shall remain in full force and effect except as modified herein. IN WITNESS WHEREOF, the parties herpl-lo have caused this agreement - to be executed by their respective officials thereunto duly authorized this day and year first above written.. WITNESSES: GENERAL SERVICES ADMINISTRATION ATTEST: Matty Hira City Clerk APPROVED AS TO FORM AND CORRECTNESS: A. Quinn Jones, III City Attorney By . Michael. E. Roper Contracting Officer Date Executed: CITY OF MIA14I, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA By: _ Cesar If. Odio City Manager Date Executed: -. ;S .1 0 i, `�`sJ°r`.�wc' 0 , STATE OF GEORGI:A) )SS: COUNTY OF FUL'.T 014 BEFORE ME personally appeared Michael E. Roper, Contracting Officer for the United States of America, and acknowledges the foregoing for the purposes herein described this day of 1991. My Commission Expires: Notary Public State of Georgia tii.. S10 Im L k 4�1 l i ... ._ -- .t �'.3,-�.-.,., fii�g�, `..S' ''• .. �. r F is ...}-2i:aYL yw9az EXHIBIT A LEGAL DESCRIPTION Lots 1 and 2 inclusive, a portion of Lot 3, and Lots 17 through 20 inclusive, Block 70H, A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof as recorded in Plat Book B at Page 41 of the Public Records of Dade County, Florida. Less and except the following: The East 10.00 feet: of said Lot 1; The'North 36.00 feet of said Lots 1 and 2; Begin at the NW corner of said Lot 3, South 29.50 feet; East 50.36 feet; North 36.00 feet; West along the southerly right--of-way line of NE 5th Street for 49.95 feet to POB, less North 10.00 feet of said Lot 3. Said lands subject to easements and dedications of Right of Way for the Downtown► Component of Metrorail. Said lands lying and being in the City of Miami, Florida. A- I CA=14 11 � Of LSO FF J[),> INTER -OFFICE MEMORANDUM Honorable Mayor and Members .1991 L` of th City Commission Resolution Authorizing 511B;F.0 I Execution of Amendment 2/ Federal Law Enforcement Building Lease Agreement Cesar H. Od.io FEREUI-ES For City Commission City Manager Meeting of 11/14/91 ENCLOSURES RECOMMENDATION; It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute Amendment No. 2, 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 Administration (GSA), for the development of the Miami Federal Law Enforcement Building; clarifying the term "Commencement Date" for payment of annual rental to be January 1, 1992 and certain other details in connection therewith. BACKGROUND: The Department of Development & Housing Conservation, Development Division, has prepared Amendment No. 2 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, requires the Government to commence payment of annual rental on or prior to January 1, 1992, whether or not the Government has taken occupancy of the Building. The Lease Agreement contains an inconsistency as it relates to the term "Commencement Date." The purpose of attached Amendment No. 2 is to correctly define the term "Commencement Date" to be January 1, 1992. In addition, several other terms are being revised to accurately define and reflect the current construction schedule, the description of the City -owned project site, and the mechanism to process changes in the work. All other conditions outlined in the original Lease Agreement remain in full force and effect. A ground breaking ceremony for the Federal Law Enforcement Building was held on August 7, 1991. Construction of the building is proceeding on schedule and will be completed by November 1993. Attachments: Proposed Resolution Amendment No. 2 to Lease Agreement