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RESOLUTION APPROVING COMPOSITE AMENDMENT ONE TO THE MARITIME PARK ARENA AGREEMENTS AND GUARANTEES; AMENDING LICENSE AGREEMENT, DEVELOPMENT AGREEMENT, MANAGEMENT AGREEMENT, ASSURANCE AGREEMENT, DEVELOPMENT AGREEMENT GUARANTY AND MANAGEMENT AND ASSURANCE AGREEMENT GUARANTY WITH THE MIAMI HEAT, LTD. AND/OR BASKETBALL PROPERTIES, LTD. ('BPL'); AUTHORIZING COUNTY MANAGER TO EXECUTE SUCH COMPOSITE AMENDMENT ONE UPON FULFILLMENT OF CERTAIN CONDITIONS PRECEDENT; AUTHORIZING CONVEYANCE OF CERTAIN ARENA NAMING RIGHTS TO BPL; AND WAIVING COMPETITIVE BID REQUIREMENTS OF ADMINISTRATIVE ORDER 3-2

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WHEREAS, this Board desires to approve the attached Composite Amendment One to the Maritime Park Arena Agreements, which include the Management Agreement, License Agreement, Development Agreement, Assurance Agreement, Development Agreement Guaranty, and Management and Assurance Agreement Guaranty, all dated April 29, 1997, among the County, Miami Heat, Ltd. and/or Basketball Properties, Ltd. (collectively, the "Arena Agreements"), in substantially the form attached hereto as Exhibit A and incorporated herein by reference and upon fulfillment of certain conditions precedent (the "Composite Amendment One"); and
WHEREAS, this Board finds that the attached Composite Amendment One is in the best interests of the County and vital to the health, safety, and welfare of Dade County residents; and

WHEREAS, this Board deems it to be in the best interests of the County to authorize BPL to sell certain of the Arena Naming Rights to American Airlines, Inc. ("AA"), thereby reducing the County's annual payment obligations to BPL by at least $2.1 million; and

WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DADE COUNTY, FLORIDA,

Section 1. The recital clauses enumerated above are true and correct and are hereby incorporated herein by reference.

Section 2. This Board approves Composite Amendment One in substantially the form attached hereto and made a part hereof as Exhibit A, and authorizes the County Manager to execute said Composite Amendment One for and on behalf of Dade County after (A) the following changes are incorporated into such Amendment: (i) the Manager's duties with respect to the Pedestrian Bridge are enlarged to include obtaining certain required approvals from Bayside Ltd. with respect to footing and foundation locations; (ii) the Manager shall be required to comply with certain applicable restrictions and conditions contained in either the Purchase Agreement or the Bayside Agreement; (iii) Section 7 of Composite Amendment One shall be revised to exclude application to any construction associated with either the Pedestrian Bridge or the Roadways and the Manager shall have the duty to re-procure, at the Manager's expense, any materials or equipment procured by the County under Section 7 should such items become lost, damaged or otherwise unsuitable for incorporation into the Arena, regardless of cause; (iv) consistent with the principal Arena Agreements, the Manager shall indemnify, defend and hold harmless the County for and against any liability, loss, damage, fees, cost or claims arising as a result of the design or construction of the Pedestrian Bridge, the construction of the Roadways or the construction administration of either the Pedestrian Bridge or the Roadways; (v) any conforming changes necessary or appropriate to effectuate any of the changes described in (i) through (iv) above; (vi) any other conforming changes or clarifications necessary or appropriate to properly effectuate the intent of the parties; and (vii) any amendments necessary to facilitate the County's financing of the purchase of the FEC Property and the Manager's financing of the Arena; and (B) after Composite Amendment One, as revised to include the above-enumerated changes, is approved by the County Manager and, as to legal sufficiency only, by the Office of the County Attorney (collectively, the "Conditions Precedent").

Section 3. This Board hereby approves the conveyance to BPL of certain Arena Naming Rights in consideration for a reduction of the County's annual payment obligations to BPL under the Arena Agreements, in accordance with the provisions of Composite Amendment One and subject to the prior fulfillment of the Conditions Precedent.
Section 4. This Board hereby authorizes the County Manager to directly procure from suppliers or manufacturers, without requiring a competitive selection process, certain construction materials, furniture, and equipment for the Arena, all subject to full reimbursement by BPL and in accordance with County approved procedures and the terms of Composite Amendment One and subject to the prior fulfillment of the Conditions Precedent.

Section 5. This Board finds it to be in the best interest of the County to waive formal bid procedures and the provisions of Administrative Order 3-2, formal bidding being waived in connection with Section 4 hereof pursuant to Section 4.03(D) of the Home Rule Charter by two-thirds (2/3) vote of the Board members present.
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The Chairperson thereupon declared the resolution duly passed and adopted this 18th day of November, 1997. This resolution shall become effective ten (10) days after the date of its adoption unless vetoed by the Mayor, and if vetoed, shall become effective only upon an override by this Board.