HomeMy WebLinkAboutR-89-00393
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RESOLUTION NO. 89"a39
A RESOLUTION4UTHORIZING THE CITY MANAGER TO
EXECUTE AN AMENDMENT TO THE LEASE AGREEMENT
DATED JULY 1, 1983 BETWEEN THE CITY AND THE
UNIVERSITY OF MIAMI, IN ORDER TO ALLOW THE
UNIVERSITY OF MIAMI TO EXERCISE ITS OPTION
TO ADD ADDITIONAL CONFERENCE ROOM SPACE TO
ITS LEASED SPACE IN THE MIAMI CONVENTION
CENTER; FURTHER AUTHORIZING THE CITY MANAGER
TO EXECUTE AMENDMENT NO. 3 TO THE LEASE AND
AGREEMENT FOR DEVELOPMENT, DATED
SEPTEMBER 13, 1979, IN ORDER TO RELEASE TO
THE CITY THE ADDITIONAL CONFERENCE ROOMS
WHICH WERE SUBJECT TO THE UNIVERSITY OF
MIAMI OPTION; BOTH AMENDMENTS TO BE IN A
FORM ACCEPTABLE TO THE CITY ATTORNEY.
WHEREAS, by virtue of Section 1.04 of the July 1, 1983 Lease
Agreement between the City of Miami ("City") and the University of
Miami ("University"), the University was granted an option to
lease additional space on A-3 level of the Miami Convention
Center; and
WHEREAS, on February 25, 1988, the University submitted to
the City Manager a notice letter to the effect that it -:was
exercising its option to lease the additional conference room
space at the option price of $81.30 per square foot, as set forth
in the Lease Agreement between the City and the University; and
WHEREAS, the City Attorney and independent counsel for the
University have prepared a Lease Amendment which makes the
additional conference center space available upon payment by the
University of an option price equal to $81.30 net per square foot,
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for additional space on the A-3 level of the Miami Convention
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Center, which is reflected on attached Exhibit A; and
WHEREAS, the City had previously transferred to the Miami' z
Convention Center Developer,- Miami Center Assoc.i.ates,
('-MCA") ,:: pursuant .to Amendment No. 2. dated September 1, 1987 r .t0'
the -Lease and Agreement for Development dated September 1-3- 197Sy
15,408 square feet of meeting room - spaces : as partist3ri`
identified, therein, which had transferred space ;that Ancluded tom►:
-Two , attachments are containe CITE C
herein . whi.ch amend the ,
following: Agreement,, dated AT KEN� -.:
July 1, 1983 and Agreement, _ �+f Tu n�ra.. �a �
dated September 13, 1979. ��` "+
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space upon which the University is exercising its option, said
transfer having been made subject and subordinate to said option;
and
WHEREAS, the City and MCA acknowledged and agreed that in
the event the University exercised its option, MCA would receive
the option payment of $81.30 for each square foot of the six
conference rooms identified therein, the subject of the University
option; and
WHEREAS, the City Attorney and independent counsel for MCA
have prepared Amendment No. 3 to the September 13, 1979 Lease and
Agreement for Development by which MCA must transfer its leasehold
interest in the conference rooms to the City, in order to enable
the City to lease these conference rooms to the University, and
the University, as agreed in Amendment No. 2, will pay to MCA
$320,972.40 as payment in consideration of this option; and
WHEREAS, as required by Section 722 of the Trust Indenture
which secures the Miami Convention Center Parking Garage Revenue
Bonds, the City has received a certificate from an Independent
Consultant that the rights of the bondholders are not impaired by A
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Amendment No. 3, or by the Amendment to the University Agreement,
and the City Attorney has rendered an opinion that these two (2)
proposed amendments comply with the Lease and Agreement for
Development and the University Agreement, and that the City is
authorized to execute these two (2) amendments;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
■
CITY
■
OF MIAMI, FLORIDA:
Section 1. The City Manager is authorized to execute an
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Amendment, in a form acceptable to the City Attorney, to the
July
1, 1983 Agreement between the City and the University to
add
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certain conference rooms to the University space.
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Section 2. The City Manager is hereby authorized to execute
an Amendment, in a form acceptable to the City Attorney, to
the
. September 13, 1979 Lease Agreement for Development between
the
City and MCA, to release from the space operated and managed by
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MCA the above -described conference rooms, which are subject to
the
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University option.
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SAY;
FiRS'�` AM Nt)MENT ToLFASF st"CIN CITY of MIAMI ANb
THR UNIVERSITY OF MIAMI
The CITY of MIAMI, a municipal corporation under the leas o
the State of Florida (hereinafter the "City"), as Lessor, and the
UNIVERSITY OF MIAMI, a corporation not -for -profit organized and
existing under the laws of the State of Florida (hereinafter the
"University"), as Lessee, hereby enter into this First Amendment
to that certain Lease agreement (hereinafter the "Lease")
executed by the City and the University on July 1, 1983, and
agree as follows:
1. Effective as of the 1st day of September, 1968 (the
"Effective Date") there is added to the Conference Center (as
such term is defined in Section 2.01 of the Lease) the area
located on the A-3 level of the Convention Center presently
consisting of eight thirty -seat seminar rooms as depicted and
described on Exhibit "A" attached hereto and made a part hereof
(hereinafter the "Conference Rooms"). The Conference Rooms
consist of 4,090.66 square feet. As of the Effective Date the
Conference Rooms have been added to the Conference Center and the
University is obligated to pay rental with respecttothe 5 Y
Conference Roomg in the amounts specified by Article 4 hereof:
2. As of, the Effective Date the Conference = Rooms have.for
all purposes of the Lease been considered a part of the
Conference Center and all provisions of the Lease are applicable
with respect thereto. Accordingly, the term of the Lease with
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` reA t teethe Conferoftei Room& ce�m8+enred upon the Effective fiats
4r shah terminate at the same date that the Lease termiinate$
with respect to the space originally included in the Lease.
3, The City acknowledges that the University's options to
extend the lease term as
set forth in Section 1.03 of the Lease
shall apply equally to the Conference Rooms. No Basic Rent shall
be payable for either additional term.
4. The City and the University agree that the additional
Basic Rent for the Conference Rooms shall be (as contemplated by
Section- 1.04of the Lease) Eighty -One and 30/100 Dollars ($81.30)
per square foot for the 4,090.66 square feet contemplated under
this First Amendment. The total additional Basic Rent shall be
$332,570.66 which shall be paid within five days of the date of
execution of this Amendment as provided for herein.
The City hereby directs the University to make payment of
the additional Basic Rent of $332,570.66 plus interest thereon
from the Effective Date until paid, to Miami Center Associates,
Ltd., a limited partnership organized and existing under the laws
of the State of Florida (hereinafter "MCA") as stipulated in
Amendment No, 3 dated as of -September 1, 1988 amending a Lease
and Agreement for Development dated September 13, 1979 between
the City and MCA. Interest shall be calculated at an annualized
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rate of eight percent (8t) simple interest.
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The fourth santenc 17.01 of the Lease
beginning with "The University is not obligated ..•".is hereby
eft d and the following is added in its places
"The City hereby grants to the University an
easement to the common areas such as corridors,
hallways, toilets, stairs, etc., including without
limitation, an easement for ingress and egress,
and the University is not obligated to pay rent
for the use of such common areas."
6. The -University and the City acknowledge and agree that
by -accepting possession of the Conference Rooms and by making the
Conference Rooms subject to the terms of the Lease, the
University has received the maximum amount of space subject to
its option pursuant to Section 1.04 of the Lease.and the
University has no option on, and is not entitled to any
additional space in the Convention Center from either the City.or ,
MCA under Section 1.04 of the Lease.
7. This Amendment shall be of no force and effect unless
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and until it -is approved by the City Commission and executed by
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botti .the City Manager and the University.
8. Except as specifically modified hereby, the Lease <
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remains in full force and effect and is ratified and confirmed.....Y x:
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&ecretar University of M ami _ ;-•^
Approved as to Form and
Correctness:
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Legal Counsel, 0nvers ty o Miami
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fY�n �-l�fif�
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mst'loo ld Room _ ..
.Approx. rox.
� 8 3 sq.
feet
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�� a oviiiea ico ns°,`_tA. eod 8)
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approx.
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feet
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CaMallie Room
approx,
483 sq.
feet
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Poinciana Room
approx.
1008 sq.
feet
�. i►liamandstoom approx. �t83 sq. feet
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MILB amenament numoer s &s enterea into as or cnis Asti oe i
bf September# 1988 (the `Effective Date"), amending a Lease and
Agreement for Development ( the "Lease") dated September 13, 1979
between the City of Miami, a municipal corporation of the State
of Florida (the "City") and Miami Center Associatest Ltd., A
Florida limited partnership ("MCA").
RECITALS:
A. The Lease was modified and restated by that certain
First Supplement to Lease and Agreement for Development dated .
July 11 1980 by and between the City and MCA.
B. The Lease was amended by that certain Amendment fl `-
dated September 11, 1986 by and between the City and MCA (Amend-
ment #1")
C. The Lease was further amended by that certain Amendment
No. 2 to -Lease Agreement by and between the City and MCA dated
September 1, 1987 ("Amendment No. 20).
D. The City, pursuant to the Lease. as modified by the
First Supplement to Lease and Agreement for Development, Amend-
ment #1 and Amendment No. 2 to Lease Agreement (sometimes'collec-
tively referred to as the "Lease as Amended") leased to MCA cer-
tain meeting room spaces more particularly described on Exhibit
"A" attached to and made a part of this Amendment (when used
herein the term "Conference Rooms" shall mean only those Confer-
ence Rooms specifically referred to on Exhibit "A") and trans-
ferred control, operation and maintenance of the Conference Rooms
to MCA.
E. The City and MCA recognized in the Lease as Amended
that the University of Miami (the "University"), pursuant to that ,
certain Lease dated July 1, 1983 between the City and the Univer-
sity.(the "U.M. Lease") possesses an option to lease the Confer- `a
ence Rooms. `
F. The University has. decided to exercise its option to
lease the Conference Rooms and has notified the City of its
intent to exercise its option.
G. MCA must transfer its leasehold interest in the Confer-
ence Rooms to the City in order to enable the City to lease: the
Conference Rooms to the University.
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H. MCA desires to convey back to the City all of its
leasehold interest in the Conference Rooms and the City agrees t
that in accordance with the Lease as Amended MCA should -be: com.
pensated for such conveyance. rho
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4 The City Commission has authorized the City: rta s
execution of this Amendment on behalf of the City with MCA pursb
ant -to the terms and conditions hereinafter contained.
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TERMS
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and
the. mutual obligations and convenants contained in this AmendAft
menu and subject to the terms and conditions hereafter stated#
the parties to this Agreement understand and agree as followss
1. The recitals set forth above are incorporated in the
terms of this Amendment as though set out in full.
2. As of the Effective Date MCA transfers and conveys to
the City all of its right, title and interest in and to the Con-
ference Rooms, including without limitation, its leasehold inter-
est in the Conference Rooms and any right of control, operation
or maintenance thereof.
3. ' As stated in Section 4.1 of the Lease as Amended, MCA
shall be entitled to receive, and the City shall arrange for pay-
ment to MCA of $81.30 per square foot of transferred space repre-
senting the additional Basic Rent (as defined in the U.M. Lease
and in Section 4.1(a) of the Lease as Amended) to be paid by the
University as consideration for exercising its option to lease
the Conference Rooms under the U.M. Lease.
4. The total amount of additional Basic Rent shall be
$332,570.66 which $332,570.66 together with interest thereon from
the Effective Date until paid shall be paid by the University to
MCA simultaneously with the execution of this Amendment.
5. As of the 'Effective Date, MCA shall be released from
any. and all liability, for any and all claims, offsets, obliga
tions and damages arising prior to the Effective Date as a result
of, or in connection with, its lease, use, operation, maintenance
or control of the Conference Rooms.
6. As of the Effective Date, the City shall be released by tF
MCA from any and all liability, for any and all claims, offsets,
obligations .and damages to which MCA may be entitled, arising
_ prior to the Effective Date as a result of or in connection with
the Conference Rooms.
7. MCA, by its acceptance of the additional Basic Rent z
from the University, waives any rights to request alternate or
substitute space from the City in exchange for the Conference r
Rooms.
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8. The City acknowledges and agrees that by accepting posy-,
session of the Conference Rooms the University has received the z y
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1AAx Mount of space that it is entWed to .under Section i 04
of -the University Lease and that MCA has no further obligation or
duty pursuant to Section 4.1 of the Leaso as Amended to convey,
tiny additional space to the pity for the University once the CC1n.
farance Rooms are transferred.
9. It is further understood that all of the terms and con
ditions contained in the Lease as Amended shall retrain in fuli
force and effect without modification except to the extent modi�
Pied in this Amendment Number 3.
The Parties have caused the Amendment Number 3 to be exe-
cuted by the respective duly authorized officials as of the day
and year set forth in the first paragraph.
CITY OF MIAMI, a municipal T
corporation of the State of,
Florida
'ATTEST:
By:
NATTY HIRAI CESAR H. ODIO
City Clerk City Manager
Miami Center Associates, Ltd.,
a Florida limited partnership
Byt Sierra Reflections Corp.,
as Managing General Partner
ATTES t
By . t
Corpo a cretary ahi law
Vice President
(SEAL]
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS '
CORRECTNESS
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Insurance Mena er. ✓ F
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9 JO GE F RNANDEZ;
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-meeting Room Spaces,
L 4r t Lahtatia ROOM approx. 493
� .. Marigold Room
approx. ` 483 sq. ft. r
3 Bougainvillea Rooms (A and R) x. 1008 sq. ft.
4 Camellia Roots approx. 483 sq. ft►
5. Poinciana Room (A and B) approx. 1008 sq. ft.
;G.i1laraandn Room approx. 483 sq. ft.
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Honorable Mayor and Members :nre JAN - 3 1989 PILE
of the City Commission
:OBJECT Resolution Authorizing Execution
of Amendment No. 3 to Lease
with MCA; Amendment to Lease
OtA Cesar H. Odio 9E,ERENCE?ith University of Miami
City Manager
ENCLOSURES.
RECOMMENDATION:
It is respectfully recommended that the City. Commission adopt the;
Attached resolution which authorizes the City Manager to execute
the following agreements: (1) a first amendment to the Lease
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Between the City and the University of Miami relative to. the ,
Miami Convention Center; and (2) Amendment No. 3 to the, Leased
= Between the City and Miami Center Associates, Ltd.
relative .to the Miami Convention Center.
BACKGROUND
04 of the Lease Agreement dated July 1,84w,
Pursuant to Section 1.
1983 Between the City and the University of Miami, .the University «x
of Miami ("University") was granted an option to lease up to,
z 6,277 net square feet of conference room space on A-3 level ofr,
By way of a letter to the
the Miami Convention Center. ss�
Manager on February 25, 1988, the University affirmatively fr
exercised that option. As an option payment, the University. paysY
$81.30 per square foot. The University is receiving
approximately 4,000 square feet and is making one option payment xy
■ of $320,972.40. The additional conference rooms then become part u
Nilof the space leased by the City to the University and are subject ri
to all terms and conditions of the original lease. Thek
Attorneys Office and independent counsel for the cniversity; have` � Mb
prepared a Lease Agreement* effectuating the exercise of
Chia �
' option.
The conference rooms subject to the University.; .on
�E currently operated, managed and controlled ,by,.MCA, thr�
Convention Center:Developer. Pursuant toL Amendment
t �.pto between the City and MCA' in 1987, -these roo@aµ ;t!
r. transferred to MCA expressly, ` subject` anal subordinate' tcSP#y4 h
University option in the event..the , gniversity ever ea;OXoi.sed►+
r ; < t was agreed. in Amendment No, 2.'ahat:' in: the event= ,{
option. 9.
head to surrender ant. release . these . rooms to the Dntere►t
i ent being made b khe vsra
u receive the opt#an pym.
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Sonorihfe' Mayor and Members September 1�88
of the City Commission Page 2
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$81,.30 per square foot of transferred space as consideration
- exercising its option to lease the additional conference rooms
under the lease.
The Office of the City Attorney and counsel for MCA have prepared
the appropriate Amendment No. 3 to the Lease Between the City and
MCA; wherein, as set forth in Amendment No. .20,MCA •receives the
option payments and transfers these conference rooms back to the,. -
City for subsequent lease to the University.
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Attachments
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