HomeMy WebLinkAboutR-85-09221-85-929 f
RESOLUTION NO..S—��%�.
A RESOLUTION AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AMENDMENT IN
SUBSTANTIALLY THE FORM ATTACHED TO
THE BAYSIDE CENTER LIMITED
PARTNERSHIP GARAGE PARCEL LEASE TO
INCORPORATE TERMS AND CONDITIONS
REQUIRED BY BOND COUNSEL FOR THE
ISSUANCE OF CITY OF MIAMI
INDUSTRIAL DEVELOPMENT BONDS AND
LENDER REQUIREMENTS AND
INCORPORATING ALL DOCUMENTS AND
FURTHER TO EXECUTE A MEMORANDUM OF
LEASE IN SUBSTANTIALLY THE FORM
ATTACHED AS REQUIRED FOR CLOSING.
WHEREAS, on January 14, 1985, the City of Miami entered
into a Ground Lease Agreement with Bayside Center Limited
Partnership for the Bayside Parking Garage Parcel; and
WHEREAS, the City and Bayside Center Limited Partnership
desire to hereby amend the provisions of the said Lease
Agreement to incorporate terms and conditions required by Bond
Counsel for the issuance of City of Miami Industrial Development
Bonds and the requirements of the construction lender and
incorporating all documents required for closing as set forth in
the attached Amended Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to
execute an Amendment to the Bayside Center Limited Partnership
Garage Parcel Lease to incorporate terms and conditions required
by Bond Counsel for the issuance of City of Miami Industrial
Development Bonds and lender requirements and incorporating all
documents required for closing.
Section 2. The City Manager is hereby authorized to
execute, in substantially the form attached, a Memorandum of
Lease Agreement as required for closing. P
TY COMMISSION
MEE TINc OF
LtL)
E P 1Qp2 i665
C3�� 2_,
1_ r,__ 9�i
0
s
k
i
3
PASSED AND ADOPTED this 12th day of SEPTEMBER , 1985.
MAURICE A. FERRE
MAURICE A. FERRE, MAYOR
ATTES
7
' LERK
APPROV�.,A'S 70 FORM AND CORRECTNESS:
ERTY
CITY ATTOtNEY
85-92w
-2-
w
MEMORANDUM OF LEASE
[PARKING GARAGE PARCEL LEASE)
THIS SHORT -FORM LEASE AGREEMENT (the "Lease") is made and
entered into this day of September, 1985, by and between THE
CITY OF MIAMI, a municipal corporation of the State of Florida
(the "Lessor"), and BAYSIDE CENTER LIMITED PARTNERSHIP, a
Maryland limited partnership (the "Lessee").
W I T N E S S E T H:
That for and in consideration of the covenants herein con-
tained on the part of the parties hereto observed and performed,
and particularly the covenants on the part of the Lessee to pay
the rents herein reserved and specified, the parties hereto do
hereby enter into this Lease, and the Lessor does hereby rent,
let, lease and demise to the Lessee all those certain tracts or
parcels of land lying and being in the County of Dade, State of
Florida, more particularly described as follows (the "Land"):
See Schedule "A" attached hereto
and by this reference made a part hereof.
together with the buildings and all other improvements presently _
located on the Land (the "Demised Premises");
To have and to hold the Demised Premises during the initial
term and the extension periods hereinafter described;
Together with all and singular of the appurtenances, rights,
interests, easements, and privileges in anywise appertaining
thereto;
TERM AND DURATION
A. This Lease shall be for a term of forty-five (45)
years, cornmencing on the first day of the month next following
the Possession Date (as said term is defined in the full Amended
and Restated Lease Agreement between Lessor and Lessee described
belcw).
B. Lessee is hereby given the option to extend the term of
this Lease for up to two (2) additional terms (each called a
"Renewal Term") of fifteen (15) years each by giving written
notification to Lessor not less than six (6) months before the
date on which such Renewal Term is to commence.
THIS INSTRUMENT IS A SHORT -FORM OF THAT CERTAIN LEASE AGREE-
MENT DATED JANUARY 14, 1985 AS AMENDED BY FIRST AMENDMENT TO
LEASE AGREEMENT DATED SEPTEMBER f 1985 BETWEEN LESSOR AND
LESSEE, WHICH IS HEREBY INCORPORATED BY REFERENCE AS IF FULLY SET
FORTH HEREIN. IN THE EVENT OF ANY CONFLICT BETWEEN SAID FULL
LEASE AND THE BALANCE OF THIS MEMORANDUM, SAID FULL LEASE.SHALL
GOVERN. REFERENCE SHOULD BE MADE TO THE FULL LEASE WHICH FURTHER
DEFINES THE RIGHTS AND OBLIGATIONS OF THE PARTIES.
' AS MORE FULLY SET FORTH IN THE LEASE, LESSOR HAS GRANTED TO it
LESSEE CERTAIN EASEMENTS OVER THE PROPERTY DESCRIBED IN SCHEDULE
"B" ATTACHED HERETO AND MADE A PART HEREOF.
AS MORE FULLY SET FORTH IN THE LEASE, PRIOR TO THE EXPIRA-
TION OR TERMINATION OF THE LEASE, TITLE TO THE BUILDINGS AND
85-92A.
This instrument prepared by Steven E. Goldman, Esq. of
LAW OFFICES GREENBERG, TRAURIG. ASKEW, HOFFMAN, LIPOFF. ROSEN & OUENTEL. P A.
BRICKELL CONCOURS. 1401 BRICKELL AVENUE, MIAMI, FLORIDA 33131 . TELEPHONE (303) 572•0500
IMPROVEMENTS CONSTRUCTED UPON THE LAND BY LESSEE SHALL NOT VEST
IN LESSOR BY REASON OF ITS OWNERSHIP OF FEE SIMPLE TITLE TO THE
LAND, BUT TITLE TO SAID BUILDINGS AND IMPROVEMENTS SHALL REMAIN
IN LESSEE. IN ADDITION, IF THE LEASE SHALL TERMINATE PRIOR TO
THE EXPIRATION OF THE TERM THEREOF, AND IF, AT THAT TIME, ANY
LEASEHOLD MORTGAGEE (AS DEFINED IN THE LEASE), SHALL EXERCISE ITS
OPTION TO OBTAIN A NEW LEASE FOR THE REMAINDER OF THE TERM OF
LEASE, TITLE TO SAID BUILDINGS AND IMPROVEMENTS SHALL AUTO-
MATICALLY PASS TO, VEST IN AND BELONG TO SUCH LEASEHOLD MORTGAGEE
OR ANY DESIGNEE OR NOMINEE OF SUCH LEASEHOLD MORTGAGEE PERMITTED
UNDER THE LEASE, UNTIL THE EXPIRATION OR SOONER DETERMINATION OF
THE TERM OF SUCH NEW LEASE.
All persons are put on notice that no person furnishing
labor, services or materials in connection with repairs or
improvements to the property demised by the Lease shall be
entitled to any lien or other claim against Lessor's interest in
the property demised by the Lease unless such person has a direct
contract with Lessor.
IN WITNESS WHEREOF, the parties hereto have executed this
instrument the day and year first above written.
Signed, sealed and delivered
in the presence of:
LESSOR:
THE CITY OF MIAMI, a municipal
corporation of the State of
Florida
By:
SERGIO PEREIRA, City Manager
tSEAL]
BAYSIDE CENTER LIMITED PARTNER-
SHIP, a Maryland limited
partnership
ROUSE-MIAMI, INC., a
Maryland corporation,
General Partner
85 -9n�
LAW Ur r ILE5 GREENBERG. TRAURiG. ASKEW, HOFFMAN. LIPOFF, ROSEN & OUENTEL., P A
BRiCKELL CONCOURS, 1401 BRICKELL AVENUE. MIAMI, FLORIDA 33131 - TELEPHONE (305) 579.0500
f-
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this
day of September, 1985 by SERGIO PEREIRA, as City Manager of THE
CITY OF MIAMI, a municipal corporation of the State of Florida.
NOTARY P[TBLIC
My Commission expires:
[NOTARIAL SEAL]
STATE OF FLORIDA
SS:
COUNTY OF DADE }
The foregoing instrument was acknowledged before me this
day of September, 1985, by
, as of ROUSE-MIAMI, INC., a
Maryland corporation, on behalf of said corporation, as General
Partner on behalf of BAYSIDE CENTER LIMITED PARTNERSHIP, a
Maryland limited partnership.
My Commission expires:
NOTARY PUBLIC
[NOTARIAL SEAL]
elp 2A- 135-9
LAW OFFICES GREENBERG. TRAURIG, A504EW HOFFMAN. LIPOFF. ROSEN E OUENtEL, P A
BRICKELL CONCOURS. 140I BRICKELL AVENUE. MIAMI. FLORIDA 33131 . TELEPHONE (305) S79.0500
11
i'
CITY OF MIAMI. FLORIDA
INTER -OFFICE MEMORANDUM
To. Honorable Mayor and DATE: September 5, 1985 FILE:
Members of the City
Commission SUBJECT: Amendment to Bayside
Garage Parcel Lease
FROM Sergio Pereira REFERENCESFor City Commission Meeting of
City Manager r September 12, 1985
Resolution, Amendment to
E""osUREsAgreement
It is recommended that the City Commission
adopt the attached Resolution authorizing
the City Manager to execute an Amendment,
in substantially the form attached, to t e
Bayside Garage Parcel Lease to incorporate
terms and conditions required by Bond
out nsel for the issuance of City of Miami
Mustrial Development Revenue Bonds and
lender requirements, and further to
execute a Memorandum of Lease in
substantially the form attached as
required for closing.
On January 14, 1985, the City and Bayside Center Limited
Partnership entered into a Ground Lease Agreement for the Bayside
Parking Garage Parcel.
In order to incorporate terms and conditions required by Bond
Counsel for the issuance of City of Miami Industrial Development
Bonds and the requirements of the construction lender, the City and
the Bayside Center Limited Partnership desire to amend the
provisions of the Garage Parcel Lease as set forth therein.
It is recommended that the attached Resolution be adopted,
authorizing the City Manager to execute an Amendment to the Bayside
tM Center Limited Partnership Garage Parcel Lease, and further to
execute a Memorandum of Lease Agreement as required for closing.
SP/JEG/bf
85-92:
>:x
513
ro Honorable Mayor and
Members of the City
Commission
Sergio Pereira
City Manager
September 5, 1985
Amendment to Bayside
Garage Parcel Lease
For City Commission iii,etin� of
-leptember 12, 1985
Resolution, Amendment to
Agreement
It is recommended that the City Commission
adopt the attached Resolution authorizing
the City Manager to execute an Tmmeendment,
in substantially the form attached, to t e
Bayside Garage Parcel Lease to incorporate
terms and conditions required by Bond
Tounsel for the issuance of City of Miami
TnTustrial Development Revenue Bonds and
lender requirements, and further to
execute a Memorandum of Lease in
substantially the form attached as
required for closing.
On January 14, 1985, the City and Bayside Center Limited
Partnership entered into a Ground Lease Agreement for the Bayside
Parking Garage Parcel.
In order to incorporate terms and conditions required by Bond
Counsel for the issuance of City of Miami Industrial Development
Bonds and the requirements of the construction lender, the City and
the Bayside Center Limited Partnership desire to amend the
provisions of the Garage Parcel Lease as set forth therein.
It is recommended that the attached Resolution be adopted,
authorizing the City Manager to execute an Amendment to the Bayside
Center Limited Partnership Garage Parcel Lease, and further to
x execute a Memorandum of Lease Agreement as required for closing.
SP/JEG/bf
1
SK/08-28-85
9563r/9097X
Parking Garage Parcel
FIRST AMENDMENT OF AGREEMENT GF LEASE
THIS FIRST AMENDMENT OF AGREEMENT OF LEASE (here-
inafter referred to as "this Amendment"), made this
day of September, 1985, by and between BAYSIDE CENTER
LIMITED PARTNERSHIP, a Maryland limited partnership (here-
inafter referred to as "Developer"), and THE CITY OF
MIAMI, a municipal corporation of the State of Florida
(hereinafter referred to as "the CITY"), acting by and
through the CITY MANAGER (hereinafter referred to as "the
City Manager"), and with the prior approval of the City
Commission of Miami.
WITNESSETH, THAT WHEREAS by an Agreement of Lease
dated January 14, 1985, by and between the Landlord and
the Tenant. (hereinafter referred to as "the Lease"), the
Landlord has leased to the Tenant all of that real prop-
erty, situate and lying in the City of Miami, Dade County,
Florida, which is described therein for the development of
a certain parking facilities; and
WHEREAS the parties hereto desire by this Amend-
ment_ to amend the provisions of the Lease,
NOW, THEREFORE, FOR AND IN CONSIDERATION of the
mutual entry into this Amendment by the parties hereto,
and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by each
party hereto, the parties hereto hereby agree as follows:
Section 1. Amendment_ of Lease. 'The provisions
of the Lease are hereby amended in the following manner:
1.1. Under Section 1.2. of the Lease, delete the
Defined Term "Lender" in its entirety and insert the
following in lieu thereof:
""Lender" and "Leasehold Mortgagee"
shall have the meaning ascribed to these
terms in the subclause (b) of Section 6.1
and shall be used interchangeably."
1.2. Under Section 1.2 of the Lease, add the
following sentence at the end of the definition for
"Refinancin4":
}
1
SK/08-28-85
9563r/9097X
Parking Garage Parcel
"Refinancing shall not include the initial
long term financing of the Project or any
equipment leasing or the refinancing of any
interm or any construction financing
obtained by Developer to finance its
development and construction obligations
hereunder."
1.3. Under Section 2.2(c) of the Lease, add the
following sentence to the end of this subsection:
"Developer agrees to cause the Parking
Garage located on the Garage Parcel to be
operated as a public parking garage in
accordance with this subsection (c)."
1.4. Under Section 2.3 of the Lease, delete the
semi -colon at the end of subparagraph (v) of Section
2.3(b) and add the following new subparagraph (vi) to
Section 2.3(b):
and (vi) non-exclusive right and easement
between the Retail Parcel and the Leased
Property for the construction, installation
use and maintenance of pedestrian bridges at -
locations shown on the Construction Plans or
at such other locations as the City Manager
may approve from time to time, the cost of
maintenance, care and replacement of which
to be split equally between the Developer and
the lessee under the Retail Ground Lease."
1.5. Under subparagrah (1) of Section 2.3(c) of
the Lease, delete the phrase "consent of Dade County Water
and Sewer Authority" in the fourth line and insert in
lieu
thereof "consent of the City".
1.6. Under Section 2.5 of the Lease, delete
the
first three sentences of clause (d) in their entirety
and
insert the following in lieu *_hereof:
"Rental shall commence to accrue on the Rent
Commencement Date. Annual Basic Rental shall
be payable in equal monthly installments in
advance on the first day of each full
calendar month following the Rent Commence-
ment Date, during the term of this Lease,
the first such payment to include also any
prorated Annual Basic Rental for the period
from the Rent Commencement Date to the first
- 2 -
r
r
i
e
' SK/08-28-85
9563r/9097X
Parking Garage Parcel
day of the full calendar month thereafter.
Annual Additional Rental and Annual
Percentage Rental shall be determined each
calendar quarter and annually pursuant to
the reports required under Section 2.5(e)
with adjustment to occur based upon each
Rental Year one hundred twenty (120) days
after each Rental Year."
1.7. Under Section 2.6 of the Lease, delete the
phrase "in the same manner and to the same extent as if
the same, together with the improvements thereon, were
owned in fee simple by Developer" appearing the the nineth
and tenth lines.
1.8. Under Section 5.3 of the Lease, delete the
phrase "subparagraphs (a) through (j)" in the introductory
paragraph and insert in lieu thereof "subparagraphs (a)
through (k)" and insert the following new paragraph (k)
under Section 5.3:
"(k) Any Transfer of any limited part-
ner's interest in Developer as security for
capital contribution loans made by another
partner and any Transfer of such limited
partner's interest to a new entity or person
which is consented to by the City Manager or
the City Commission pursuant to subparagraph
(f) above or to another partner of Developer
as a result of default in repayment
of a capital contribution loan."
1.9. Add the following new sentence to Section
5.8 of the Lease:
" :otwit. ,standing the foregoing, in the case
of a permitted Transfer of a limited part-
ner's interest under subparagraph (k) of
Section 5.3., the Developer agrees that its
partnership agreement shall obligate the
purchasing partner to resell the defaulting
limited partner's interest to another Black
't American or Hispanic American or entity
{ owned or controlled by a Black American or
Hispanic American within two (2) years of
{ the initial transfer of the defaulting
limited partner's interest if the transfer
k is necessary to maintain the twenty percent
(20%) ownership by Black Americans or
Hispanic Americans."
3 -
i 5-9
i
iF
./
{
t
M
3
SK/08-28-85
9563r/9097X
Parking Garage Parcel
1.10. Under clause (b) of Section 6.1, add the
following phrases:
(a) Add the phrase "or any holder or of
industrial development revenue bonds" in the eighth line
at the end of the definition for "Institutional Investor",
(b) Add the phrase ", security agreement or
financing agreement in the case of issuance of industrial
development revenue bonds," after the words "deed of
trust" in the definition for "Leasehold Mortgage" in the
nineth line and
(c) add the phrase "or creates a security
interest in the Improvements in the case of the issuance
and sale of industrial development revenue bonds" at the
end of the definition for "Leasehold Mortgage" in the
twelfth line, and
(d) Add the words "and "Leasehold
Mortgagee"" after the word "Lender" in the twelfth line.
Section 2. Effect of this Amendment. Except as
is hereinabove set forth, the provisions of the Lease shall
hereafter remain in full force and effect, as if this
Amendment had not been entered into.
IN WITNESS WHEREOF, ROUSE-MIAMI, INC., the sole
general partner of BAYSIDE CENTER LIMITED PARTNERSHIP, has
caused this Lease Agreement to be signed in its name 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 causea this Lease Agree-
ment to be signed in its name by Sergio Pereira, the CITY
MANAGER, and duly attested to by Ralph G. Ongie, the CITY
CLERK, on the day and year first hereinabove written.
ATTEST: BAYSIDE CENTER LIMITED PARTNER-
SHIP, A MARYLAND LIMITED
PARTNERSHIP
Assistant Secretary
[Corporate Seal]
- 4 -
By: ROUSE-MIAMI, INC., A MARYLAND
CORPORATION, GENERAL PARTt:EP
By:
Vice Presicent
J
SK/08-28-85
9563r/9097X
Parking Garage Parcel
ATTEST:
Ralph G. Ongie, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
LUCIA ALLEN DOUGHERTY
CITY ATTORNEY
STATE OF
COUNTY OF
THE CITY OF MIAMI, A MUNICIPAL
CORPORATION OF THE STATE OF
FLORIDA
By:
Sergio Pereira, City Manager
I, an officer authorized to take acknowledgments,
HEREBY CERTIFY that on this day of , 1985,
personally appeared before me and
known to me to be the Vice President and
Assistant Secretary, respectively, of ROUSE,-MIAMI, INC., a
Maryland corporation, known to me to be the general partner
of Bayside Center Limited Partnership, a Maryland limited
partnership, and known to me to be the persons who executea
k the foregoing instrument, and they severally acknowledged
the execution thereof as the free 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.
My Commission Expires:
Notary Public, State of Marylana
- 5 - 85-9�P-
9
e
SK/08-28-85
9563r/9097X
Parking Garage Parcel
STATE OF FLORIDA )
)
COUNTY OF DADE )
I, an officer authorized to take acknowledgements,
HEREBY CERTIFY that on this day of , 1985,
personally appeared before me Sergio Pereira and Ralph G.
Ongie, respectively, known to me to be the City Manager
and the City Clerk, respectively, of THE CITY OF MIAMI, a
municipal corporation in and under the laws of the State
of Florida, and known to me to be the persons who executed
the 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 last aforesaid.
My Commission Expires:
Notary Public, State of Florida
at Large
- 6 - 95-910-21`7