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Legislation
Resolution
File Number: 09-00668
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
RELATED TO THE BASEBALL STADIUM, APPROVING THE TERMS OF, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE, A FIRST AMENDMENT TO
CONSTRUCTION ADMINISTRATION AGREEMENT BY AND AMONG
MIAMI-DADE COUNTY ("COUNTY"), CITY OF MIAMI ("CITY") AND MARLINS
STADIUM DEVELOPER, LLC, (THE "CAA') IN SUBSTANTIALLY THE FORM
ATTACHED AS ATTACHMENT 1 TO, AMONG OTHER THINGS, (1) EXTEND THE
OUTSIDE DATE FOR TERMINATION FOR CONVENIENCE BY ALL PARTIES TO
THE EARLIER OF: EXECUTION BY COUNTY OF BOND PURCHASE
AGREEMENTS OR JULY 15, 2009, (11) PROVIDE THAT IF THE COUNTY HAS
NOT CLOSED THE COUNTY BONDS BY JULY 17, 2009, THE COUNTY SHALL
HAVE THE RIGHT TO TERMINATE THE CAA FOR CONVENIENCE, (III) EXTEND
THE DATE THE CITY IS REQUIRED TO DEPOSIT THE CITY'S FUNDS TO JULY
17, 2009, (IV) AMEND THE FORCE MAJEURE PROVISION TO IDENTIFY
CERTAIN SPECIFIC EVENTS THAT WILL EXTEND THE PARTIES' FUNDING
OBLIGATIONS UNDER THE CAA BY THE LENGTH OF THE DELAY CAUSED BY
THE EVENTS, AND (V) AMEND THE WARRANTY DEED FOR THE BASEBALL
STADIUM SITE, WHICH IS EXHIBIT "E" TO THE CAA, TO INCLUDE AN
AUTOMATIC REVERTER IN THE EVENT THE CAA IS TERMINATED FOR
CONVENIENCE AND INCLUDE THE LEGAL DESCRIPTION BASED ON THE
RE -PLAT OF THE PROPERTY.
WHEREAS, on April 15, 2009, the City of Miami ("City"), Miami -Dade County ("County") and
Marlins Stadium Developer, LLC ("Stadium Developer") entered into a Construction Administration
Agreement for the construction of the Baseball Stadium, related Public Infrastructure and City Parking
Facilities (the "CAA"), authorized by the City Commission pursuant to Resolution No. 09-0131,
adopted March 19, 2009; and
WHEREAS, it is necessary to amend the CAA to, among other things, extend the deadline for
termination for convenience to enable the County to complete its financing of the project; and
WHEREAS, it is in the best interest of the City to amend the Warranty Deed attached to the CAA
as Exhibit "E", to include a provision that title to the Baseball Stadium Site will automatically revert to
the City in the event the CAA is terminated for convenience;
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 adopted by
City of Miami Page I of 2 Printed On: 611712009
File Number.' 09-00668
reference and incorporated as if fully set forth in this Section.
Section 2. The City Commission hereby approves the terms of, and authorizes the City
Manager{1} to execute, the First Amendment to the CAA, in substantially the form attached as
Attachment 1 to, among other things, (i) extend the outside date for termination for convenience by
all parties to the earlier of execution by County of bond purchase agreements or July 15, 2009, (ii)
provide that if the County has not closed the County Bonds by July 17, 2009, the County shall have the
right to terminate the CAA for convenience; (iii) extend the date the City is required to deposit the
City's funds to July 17, 2009, (iv) amend the Force Majeure provision to identify certain specific events
that will extend the Parties' funding obligations under the CAA by the length of the delay caused by
the event, and (v) amend the Warranty Deed for the Baseball Stadium Site to include an automatic
reverter in the event the CAA is terminated for convenience and include the legal description based on
the re -plat of the property.
Section 3. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.{2}
APPROVED AS TO FORM AND CORRECTNESS:
JULIE O. Btu
CITY ATTORNEY
Footnotes:
{1} The herein authorization is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter
and Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 2 of 2 Printed On: 6/17/2009