HomeMy WebLinkAboutexhibitNOV-25-2003 09:16
CITY ATTORNEYS OFFICE 305 416 1801 P.02
This instrument prepared by
and after recording return to:
&even W. Zelkowitz, Esq.
Weiss Scrota Hetfman Pastoriza
Guedes Cole & Boniske, P.A.
2665 South Bayahore Drive
Spite 420
Miami, FL 33133
SECOND AMENDMENT TO TRI-PARTY AGREEMENT
THIS SECOND AMENDMENT TO TRI-PARTY AGREEMENT (the "Second
Amendment") is made and entered into as of the _ day of October, 2003, by and among NIIAMI
DADE COUNTY, a political subdivision of the State of Florida (the "County"), the CITY OF
MIAMI, a municipal corporation of the State of Florida (the "City"), and BAYSIDE CENTER
LIMITED PARTNERSHIP, a Maryland limited partnership ("Bayside").
RECITALS
1. The parties have previously executed a series of agreements as follows: (a)
Agreement between the County, City and Bayside dated December 8, 1997 which First
Amendment was recorded in Official Records Book 17939, Page 1026 of the Public Records of
Miami -Dade County, Florida (the "First Amendment"), (b) the Tri-Party Agreement between the
County, City, and Bayside dated July 19, 1988, which agreement was recorded in Official Records
Book 13849, Page 907 of the Public Records of Miami -Dade County, Florida (the "Tri-Party
Agreement"), (c) the Garage Lease (as defined in Paragraph 17 of the Tri-Party Agreement)
between the City and Bayside dated January 14, 1985, as amended, and (d) the Retail Lease (as
defined in Paragraph 17 of the Tri-Party Agreement) between the City and Bayside dated October
15, 1985, as amended, The foregoing agreements are hereinafter collectively referred to as the
"Bayside Agreements."
2. As contemplated by the First Amendment, the City conveyed certain real property
to the County as more particularly described on Exhibit "A" attached hereto and made a part
hereof (the "Property") after which Basketball Properties, Ltd., a Florida Limited Partnership
("BPL") constructed the American Airlines Arena and certain other improvements and amenities
as part of a professional sports franchise facility to be developed on the Property pursuant to a
series of agreements between the County and BPL.
3. The parties desire to modify and amend the terms and provisions of the Bayside
Agreements, as hereinafter set forth.
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CITY ATTORNEYS OFFICE 305 416 1601 P.03
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledge, the County, the City and Bayside hereby agree as follows:
1. Incorporation of Recitals. The recitals and findings set forth in the preamble of this
Second Amendment are true and correct and are hereby adopted by the reference thereto and
incorporated herein as if fully set forth in this Section.
2. Defined Terms. All defined terms utilized herein but not defined in this Second
Amendment shall have the meanings as ascribed to said terms in the Tri-Party Agreement and/or
the First Amendment (collectively, the "Amended Tri-Party"), unless otherwise provided in this
Amendment.
3. Amendment Controls, In the event of any conflict between the terms and conditions
of this Second Amendment and the Amended Tri-Party, it is agreed that the terms and conditions of
this Second Amendment shall control.
4. This Amendment. All references in this Second Amendment to the "Bayside
Agreements" shall include this Second Amendment.
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5. Pedestrian Bridge. t 1-4.
5.1 Release o • edes ' - , : rid _e Obli rations. The terms and provisions of
Section 9 of the First Amen ' t regarding the Pedestrian Bridge are hereby deleted in their entirety
and the County, City, Ba ide, and BPL are hereby released from all rights and obligations
thereunder. In furtheran• of the foregoing, the County, City, and Bayside aclnowledge and agree
that neither the County or BPL shall have any liability or responsibility for the planning design,
construction, and operation of and the funding for the Pedestrian Bridge. W 4 AT /asp. es 7t
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5.2 Release of Pedestrian Bridge Easement.
5.2.1 The Pedestrian Bridge Easement granted by the City to Bayside
pursuant to Section 9.3 of the First Amendment is hereby released and of no further force and effect.
5.2.2 The easement granted by the City and Bayside to the Countypwrsuant
to Section 9.4 of the First Amendment for (a) construction and maintenance of the Pedestrian Bridge
on Bayside Marketplace property, (b) pedestrian access and use of the Pedestrian Bridge between the
Property and Bayside Marketplace and the landing of the Pedestrian Bridge on Bayside Marketplace,
all at the location shown on Exhibit "F' to the First Amendment, is hereby released and of no further
force and effect.
5.2.3 Exhibit "F' attached to the First Amendment setting forth the location
of the Pedestrian Bridge Easement and the easement described in Section 9.4 of the First
Arnendinent is hereby deleted.
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CITY ATTORNEYS OFFICE 305 416 1601 P.04
5.3 Design Criteria. Exhibit "G" of the First Amendment setting forth the Design
Criteria for the Pedestrian Bridge is hereby deleted in its entirety.
5.4 Application. It is the intention of the parties that the provisions ofthis Section
5 are applied in a manner as to exclude any liability and responsibility of the County, City, Bayside,
and BPL with respect to the Pedestrian Bridge, and the preceding sentence shall not be construed to
inadvertently change the definitions, terms, and conditions of the Bayside Agreement in a manner
inconsistent with this stated intent,
6. Port Boulevard/Biscayne Boulevard Intersection. In connection with the existing
grade level crossings between the Property and Bayside Marketplace at the Port Boulevard and
Biscayne Boulevard intersection, within ninety (90) days of the date hereof, the County and City
agree to use reasonable efforts (and cooperate with each other, to the extent permitted by law) to
evaluate the need for additional pedestrian safety measures at said intersection. If recommended by
said evaluation, within thirty (30) days following receipt of the evaluation, the City and the County
agree to provide the Florida Department of Transportation ("FOOT") with a written request to
implement the additional pedestrian safety measures recommended by the evaluations which may
include the installation of multiple public safety devices at grade level crossings. Notwithstanding
the foregoing, the implementation ofthe pedestrian safety measures including the installation of any
public safety devices shall be made (x) in accordance with applicable law including FDOT
requirements and (y) only if and when funding for such improvements is available from the FDOT,
County and/or City, it being that the County, City, Bayside, and/or BPL shall not have
any funding obligations for such i rovements pursuant to this Second Amendment. Nothing
contained in this Second Amendmen shall be deemed or construed to expand the obligations ofthe
County and/or City under applicable aw with respect to the existing grade level crossings between
the Property and Bayside Marketpla a at the Port Boulevard and Biscayne Boulevard intersection.
7. Mutual Releases.
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7.1 County Release of City. Bayside and BPL. As additional consideration for
entering into and performing the terms and conditions of this Second Amendment, County hereby
remises, releases, acquits, satisfies and forever discharges City, Bayside and BPL of and from all,
and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, attorneys' fees and costs, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims
and demands whatsoever including, in law or in equity, which County ever had, now has, or can,
shall or may have, against City, Bayside and/or BPL for, upon or by reason of any matter, cause or
thing whatsoever arising, accruing or occurring prior to or after the date hereof in connection with,
arising from, or related to the rights and obligations oldie County set forth in Section 9 of the First
Amendment including, without limitation, any payment obligations required by the Section 9 of the
First Amendment in connection with the Pedestrian Bridge, but specifically excluding any and all
claims in connection with, arising from, or related to any rights and obligations of City, Bayside and
BPL set forth in this Amendment. The foregoing release shall survive the termination of the Bayside
Agreements due to an uncured event of default or otherwise.
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CITY ATTORNEYS OFFICE 305 416 1801 P.05
7.2 City Release of County,Bayside and BPL. As additional consideration for
entering into and performing the terms and conditions of this Second Amendment, City hereby
remises, releases, acquits, satisfies and forever discharges County, Bayside and BPL of and from all,
and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, attorneys' fees and costs, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims
and demands whatsoever including, in law or in equity, which City ever had, now has, or can, shall
or may have, against County, Bayside and/or BPL for, upon or by reason of any matter, cause or
thing whatsoever arising, accruing or occurring prior to or after the date hereof in connection with,
arising from, or related to the rights and obligations of the City set forth in Section 9 of the First
Amendment including, without limitation, any payment obligations required by the Section 9 of the
First Amendment in connection with the Pedestrian Bridge, but specifically excluding any and all
claims in connection with, arising from, or related to any rights and obligations of County, Bayside
and BPL set forth in this Amendment. The foregoing release shall survive the termination of the
Bayside Agreements due to an uncured event of default or otherwise.
7.3 Bayside.elease of County, Citv, and BPL. As additional consideration for
entering into and performing the terms and conditions of this Second Amendment, Bayside hereby
remises, releases, acquits, satisfies and forever discharges County, City and BPL of and from all, and
all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, attorneys' fees and costs, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims
and demands whatsoever including, in law or in equity, which Bayside ever had, now has, or can,
shall or may have, against County, City and/or BPL for, upon or by reason of any matter, cause or
thing whatsoever arising, accruing or occurring prior to or after the date hereof in connection with,
arising from, or related to the rights and obligations of Bayside set forth in Section 9 of the First
Amendment including, without limitation, any payment obligations required by the Section 9 of the
First Amendment in connection with the Pedestrian Bridge, but specifically excluding any and all
claims in connection with, arising from, or related to any rights and obligations of County, City and
BPL set forth in this Amendment. The foregoing release shall survive the termination of the Bayside
Agreements due to an uncured event of default or otherwise.
7.4 BPL Release of County. Citv. and Bayside. As additional consideration for
entering into and performing the terms and conditions of this Second Amendment, BPL hereby
remises, releases, acquits, satisfies and forever discharges County, City and Bayside of and from all,
and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, attorneys' fees and costs, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims
and demands whatsoever including, in law or in equity, which BPL ever had, now has, or can, shall
or may have, against County, City and/or Bayside for, upon or by reason of any matter, cause or thing
whatsoever arising, accruing or occurring prior to or after the date hereof in connection with, arising
from, or related to the rights and obligations of BPL set forth in Section 9 of the First Amendment
including, without limitation, any payment obligations required by the Section 9 of the First
Amendment in connection with the Pedestrian Bridge, but specifically excluding any and all claims
in connection with, arising from, or related to any rights and obligations of County, City and Bayside
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NOV-25-2003 09:17 CITY ATTORNEYS OFFICE
305 416 1801 P.06
set forth in this Amendment. The foregoing release shall survive the termination of theBayside
Agreements due to an uncured event of default or otherwise.
8. Ratification. Except as set forth in this Amendment, all other terms and provisions of
the Bayside Agreements shall remain unmodified and in full force and effect and the parties hereby
ratify all of the terms and conditions set forth in the Bayside Agreements.
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CITY ATTORNEYS OFFICE 305 416 1801 P.07
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date first above written,
Attestation: County:
MIAMI-DADE COUNTY,
a political subdivision of the State of Florida
Harvey Ruvin, Clerk
By: By: _
George M. Burgess, County Manager
APPROVED AS TO LEGAL SUFFICIENCY BY
THE OFFICE OF THE COUNTY ATTORNEY:
By:
Assistant County Attorney
City:
Attest: CITY OF MIAMI,
a municipal corporation of the State of Florida
By: By:
Priscilla A. Thompson, City Clerk Joe Arriola, City Manager
APPROVED AS TO FORM AND
CORRECTNESS
By:
Alejandro Vilarello, City Attorney
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CITY ATTORNEYS OFFICE 305 416 1801 P.08
Bayside:
BAYSIDE CENTER LIMITED PARTNERSHIP, a
Maryland limited partnership
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By: ROUSE-MIAMI, INC.,
Sole General Partner
By:
Name:
Title:
NOV-25-2003 09:18
CITY ATTORNEYS OFFICE 305 416 1801 P.09
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
SS:
The foregoing instrument was acknowledged before me this day of September 2003, by
Joe Arriola, as City Manager of the City of Miami, a Florida municipal corporation, on behalf of the
City, who (check one) [ ] is personally known to me or [ ] has produced a Florida drivers license as
identification.
NOTARY PUBLIC, State of Florida
My Commission Expires: Print Name:
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DARE )
The foregoing instrument was acknowledged before me this day of September 2003, by
George M. Burgess, as County Manager of MIAMI-DADE COUNTY, on behalf of the County,
who (check one) [ ] is personally known to me or [ ] has produced a Florida drivers license as
identification.
NOTARY PUBLIC, State of Florida
My Commission Expires: Print Name:
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CITY ATTORNEYS OFFICE 305 416 1801 P.10
STATE OF MARYLAND )
SS:
COUNTY OF IHOWARD )
The foregoing instrument was acknowledged before me this day of September 2003, by
as of Rouse -Miami, Inc., as sole general partner
of BAYSIDE CENTER LIMITED PARTNERSHIP, on behalf of the Corporation and Limited
Partnership, who (check one) [ ] is personally known to me or [ ] has produced
as identification.
NOTARY PUBLIC, State of Maryland
My Commission Expires: Print Name:
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CITY ATTORNEYS OFFICE 305 416 1801 P.11
Joinder
Basketball Properties, Ltd., a Florida limited partnership, hereby joins in the execution of
this Second Amendment for the purpose of agreeing to be bound by the terms and conditions of
Sections 5 and 6 of this Second Amendment for the intents and purposes set forth therein.
Attest:
BASKETBALL PROPERTIES, LTD., a
Florida limited partnership
By: BASKETBALL PROPERTIES, INC.,
a Florida corporation,
its general partner
By: By:
Secretary
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE )
Name:
Tide:
The foregoing instrument was acknowledged before me this day of September 2003, by
as of Basketball Properties, Inc., as general
partner of BASKETBALL PROPERTIES, LTD., on behalf of the Corporation and Limited
Partnership, who (check one) [ ] is personally known to me or [ ] has produced
as identification.
NOTARY PUBLIC, State of Florida
My Commission Expires: Print Name:
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CITY ATTORNEYS OFFICE 305 416 1801 P.12
EXHIBIT "A"
THE PROPERTY
Tracts "A," "B" and "C" of MARITIME ARENA, according to the Plat thereof
recorded in Plat Book 154, Page 37 of the Public Records of Miami -Dade County,
Florida.
NOV-25-2003. 09:18
CITY ATTORNEYS OFFICE 305 416 1801 P.13
F:4473004\Agreements\Redlitted Second Amendment nt to Tri-Party Ageement 8-19-03
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