325-99 RDA Reso
RESOLUTION NO. 325-99
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY, APPROVING AND AUTHORIZING
THE EXECUTIVE DIRECTOR TO EXECUTE A CORRECTIVE NOTICE
OF MEMORANDUM OF GROUND LEASE AND JOINDER TO THIRD
AMENDMENT TO THE GROUND LEASE BETWEEN THE CITY AND THE
MIAMI CITY BALLET, INC., FOR THE BALLET'S PROPOSED
HEADQUARTERS, WITHIN THE PROPOSED CULTURAL CAMPUS, IN
THE COLLINS PARK AREA OF THE CITY OF MIAMI BEACH.
WHEREAS, on April 13, 1994, the City of Miami Beach entered into a Ground Lease
Agreement (Ground Lease) with the Miami City Ballet, Inc" (the Ballet), for the Ballet's proposed
headquarters, currently under construction within the Cultural Campus, in the Collins Park area of
the City of Miami Beach; and
WHEREAS, to date, there have been three Amendments to the Ground Lease: a First
Amendment, dated June 18, 1997; Second Amendment, dated October 21, 1997; and Third
Amendment, dated January 6, 1999; and
WHEREAS, at its regular meeting on June 9, 1999, the Mayor and City Commission
adopted Resolution No. 99-23188, approving an Amended and Restated Leasehold Mortgage and
Security Agreement between the Ballet and SunTrustlMiami National Association, as well as
approving and authorizing the City Manager to execute accompanying documents, including a
Leasehold Mortgage, Estoppel Letter, Landlord's Waiver of Lien, and a Memorandum of Lease; and
WHEREAS, at this time, counsel for the Ballet has informed the City that, in order to
finalize the aforestated documents with its lending institution, as well as for title insurance purposes
for the proposed Ballet facility, it is necessary that the Miami Beach Redevelopment Agency (RDA)
join in the execution of the Memorandum of Lease, as well as execute a Joinder to Third
Amendment to Ground Lease, as the RDA still technically holds title to a portion of the Ballet
facility site; and
WHEREAS, the RDA has confirmed that a portion of the Ballet site is still being held by
the Agency, until final value has been determined and final title can be transferred to the City; and
WHEREAS, both the RDA and the City anticipate that, upon final transfer of title to the
City, the requested Joinder to Third Amendment to Ground Lease will no longer be required, and
the Ballet represents that such obligation will accordingly be terminated as to the RDA; and
WHEREAS, it is necessary that the RDA approve and authorize the execution of the
attached documents in the interim, as required by the Ballet's financial institution and for title
msurance purposes.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY that the Chairman and
Members herein approve, and the Executive Director is authorized to execute the attached Corrective
Notice of Memorandum of Ground Lease and Joinder to Third Amendment to the Ground Lease
between the City and the Miami City Ballet, Inc" for the Ballet's proposed headquarters, within the
proposed Cultural Campus, in the Collins Park area of the City of Miami Beach,
PASSED and ADOPTED this 17th day of
September
,1999.
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CHAIRMAN
ATTEST:
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SECRETARY
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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R ev pment Agency
Generol Counsel
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Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 99- 51
September 14, 1999
FROM:
Chairman and Members of the
Miami Beach Redevelopment Agency
Sergio Rodriguez ~
Executive Director
A RESOLUTION E CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY, APPROVING AND AUTHORIZING
THE EXECUTIVE DIRECTOR TO EXECUTE A CORRECTIVE NOTICE
OF MEMORANDUM OF GROUND LEASE AND JOINDER TO THIRD
AMENDMENT TO THE GROUND LEASE BETWEEN THE CITY AND THE
MIAMI CITY BALLET, INC., FOR THE BALLET'S PROPOSED
HEADQUARTERS, WITHIN THE PROPOSED CULTURAL CAMPUS, IN
THE COLLINS PARK AREA OF THE CITY OF MIAMI BEACH.
TO:
SUBJECT:
ADMINISTRATION RECOMMENDATION:
Adopt the Resolution.
BACKGROUND:
On June 9, 1999, the Mayor and City Commission adopted Resolution No, 99-23188, approving a
Leasehold Mortgage and Security Agreement between the Miami City Ballet, Inc. (the Ballet) and
SunTrust BanklMiami, National Association. Additionally, the City Commission approved and
authorized the City Manager to execute an Estoppel Letter, Landlord's Waiver of Lien, and
Memorandum of Ground Lease, as required by SunTrust Bank.
During the summer recess, counsel for the Ballet informed the City that, as the Redevelopment
Agency technically still holds title to a portion of the acquired sites upon which the proposed Ballet
facility lies, pursuant to the terms of the Ground Lease Agreement between the City and the Ballet
for same, it will be necessary to have the Agency execute a Memorandum of Ground Lease (together
with the City), as well as a Joinder to the Third Amendment to GJound Lease (together with the
City). This requirement is necessitated by the lending institution, as well as for title insurance
purposes.
SUUTtl VUI/l<<~
l!edevel()pment [)istrict
[?ede
Agenda Item 3 6
Date q - J~ -17
CONCLUSION
The Redevelopment Agency has confirmed that part ofthe site is still being held by the Agency, until
final value has been determined, and title can be transferred to the City. Therefore, counsel for the
Agency ~ad Agency staff would recommend that the attached Corrective Notice of Memorandum
of Ground Lease and Joinder to Third Amendment to Ground Lease be approved, and that the
Executive Director be authorized to execute same. Upon final transfer of title from the Agency to
the City (which is anticipated shortly), the Joinder will no longer be required as to the Agency, and
will, accordingly, be satisfied and released.
SR/C~RJNkw Qc\A
TIAGENDA \ 1999\SEP 1499\RDA \MIABALGLRDA
Record and Return to:
Holland & Knight LLP
Robert H. Smith, Esq,
700 Brickell Avenue
Suite 3000
Miami, Florida 33131
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CORRECTIVE NOTICE AND MEMORANDUM OF GROUND LEASE
This Corrective Notice and Memorandum of Ground Lease ("Memorandum")
is made and entered into as of this day of , 1999 by and
between City of Miami Beach, Florida and City of Miami Beach Redevelopment
Agency (collectively, the "Landlord"), and Miami City Ballet, Inc., a Florida not-for-
profit corporation ("Tenant").
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1. Landlord and Tenant entered into a Ground Lease (the "Lease") dated
April 13, 1994, for certain premises located with the City of Miami Beach on Land
lying and situated in Miami-Dade County, Florida, and more particularly described
in Exhibit "A", attached hereto (such Land, together with the Building located
thereon, is hereafter collectively referred to as the "Property"). The Lease has been
amended as follows: a First Amendment, dated June 18,1997; Second Amendment,
dated October 21, 1997; and a Third Amendment, dated January 6, 1999.
2. The initial Term of the Lease commenced on April 13, 1996, and
continues for fifty-one (51) years, until April 12, 2047.
3. This Memorandum shall apply with respect to Landlord, Tenant and
each of their respective successors and permitted assigns. Unless otherwise
indicated in this Memorandum, capitalized terms used herein have the same
meanings as in the Lease. This Memorandum is not intended to modify the terms of
the Lease and in the event of ambiguity, the Lease shall, control.
NOTE: This Memorandum is being recorded to correct the Notice and
Memorandum of Ground Lease recorded on June 25, 1999, in Official
Records Book 18667, Page 864 of the Public Records of Miami-Dade
County, Florida, by adding the City of Miami Beach Redevelopment
Agency (the "CMBRA"), as landlord, since the CMBRA is the owner of
Parcel 2 of the Property,
IN WITNESS WHEREOF, Landlord and Tenant have executed this
Memorandum the day and year first above written.
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
(As to City of Miami Beach)
'-""
,
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
(As to City of Miami Beach Redevelopment
Agency)
,,.
Print Name:
Print Name:
(As to Miami City Ballet, Inc.)
LANDLORD:
CITY OF MIAMI BEACH,
FLORIDA
By:
Sergio Rodriguez,
City Mana ael;.. APPROVED AS TO
b rORM & LANGUAGE
& FOR EXECUTION
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CITY OF MIAMI BEACH
REDEVELOPMENT AGENCY
By:
Sergio Rodriguez,
Executive Director APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUTION
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Dote '
TENANT:
MIAMI CITY BALLET, INC.,
A Florida not-for-profit
corporation
By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF MIAl\1I-DADE
Tbe foregoing instrument was acknowledged before me this _ day of
, 1999, by Sergio Rodriguez, as City Manager, on behalf of the City of
Miami Beach. He is personally known to me or has produced
as Identification.
Notary Public
Print Name
My commissions expires:
'-'"
..
The foregoing instrument was acknowledged before me this _ day of
, 1999, by Sergio Rodriguez, as Executive Director, on behalf of
City of Miami Beach Redevelopment Agency. He is personally known to me or has
produced as Identification.
Notary Public
Print Name
My Commission Expires:
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STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this _ day of
, 1999, by , as , on behalf of
Miami City Ballet, Inc. He/she is personally known to me or has produced
as Identification.
My Commission Expires:
MIA1 #859195 v2
Notary Public
Print Name
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JOINDER TO THIRD AMENDMENT TO GROUND LEASE
The City of Miami Beach Redevelopment Agency (the "CMBRA") hereby joins, as
lessor as to the CMBRA Property (as hereinafter defined), in that certain Ground
Lease Agreement dated April 13, 1994 by and between the City of Miami Beach, a
Florida municipal corporation, as lessor, and Miami City Ballet, Inc., a Florida not-
for-profit corporation, as lessee (the "Original Lease"), as modified by that certain
Amendment to Ground Lease dated June 18, 1997 (the "First Amendment"), by that
certain Second Amendment to Ground Lease and Construction Agreement dated
October 21, 1997 (the "Second Amendment"), and by that certain Third Amendment
to Ground Lease dated June 6, 1999 (the "Third Amendment") (the Original Lease,
as modified by the First Amendment, the Second Amendment and the Third
Amendment being hereinafter collectively referred to as the "Lease"), a copy of
which Lease is appended hereto as Schedule "1" and made a part hereof, for the
following purposes:
(i) to acknowledge that the CMBRA is the lessor under the Lease with
respect to that certain portion of the Premises (as defined in the Lease),
more particularly described in Schedule "2" attached hereto and made a part
hereof (the "CMBRA Property"); and
(ii) to ratify the terms and conditions of the Lease in all respects, fully as if
the CMBRA had originally executed the Lease as lessor thereunder with
respect to the CMBRA Property.
IN WITNESS WHEREOF, the CMBRA has executed this joinder effective as
of April 13, 1994.
WITNESSES:
CMBRA:
CITY OF MIAMI BEACH
REDEVELOPMENT AGENCY
Print Name
By:
Print Name:
Sergio Rodriguez
Executive Director
APPROVED AS TO
FORM & lANGUAGE
& FOR exEcunoN
MIA1 #859160 v2
1:f/f!1:!; I;i#l
General Counsel