Loading...
HomeMy WebLinkAboutSEOPW-CRA-R-00-0084RESOLUTION NO. SEOPW/CRA R-00-84 A RESOLUTION AUTHORIZING THE COMMUNITY REDEVELOPMENT AGENCY ("CRA") I) TO ENTER INTO LEASE AGREEMENTS IN THE FORM OF EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF (THE "LEASE AGREEMENTS") WITH THE LANDOWNERS OF PARCEL P-1 THROUGH P-6 AND M-2, PROVIDING FOR ANNUNAL RENTS NOT TO EXCEED 10% OF THE APPRAISED VALUE OF SUCH PARCELS. WHEREAS, the City of Miami approved and adopted the Southeast Overtown/Park West Community Redevelopment Plan pursuant to Resolution Nos. 82-755 and 85-1247 (the "Redevelopment Plan"); and WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Southeast Overtown/Park West Redevelopment Area (the "Redevelopment Area") established pursuant to the Redevelopment Plan; and WHEREAS, the CRA desires enter into the Lease Agreements with the parties identified in Exhibit "B" attached hereto and made a part hereof with respect to the properties described on Exhibit B at rental rates not to exceed the rental rates set forth on Exhibit B. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The CRA is hereby authorized to enter into the Lease Agreements in the form of Exhibit A with the parties identified in Exhibit B with respect to the properties described on Exhibit B at rental rates not to exceed the rental rates set forth on Exhibit B. Section 3. The resolution shall be effective upon its adoption. PASSED AND ADOPTED on this 24th day of July, 2000. SF,OpwlCRA () v n -4-1, APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Legal Counsel E. Teele, Jr., Chairman 00- 84 Exhibit A GROUND LEASE THIS LEASE is made and entered into by ("Landlord") and Southeast OvertownlPark West Community Redevelopment Agency of the City of Miami, a body corporate and politic of the State of Florida ("Tenant"). RECITALS: A. Landlord is the fee owner of that certain real property located in the County of Miami -Dade, Florida legally described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Premises"). B. Landlord desires to lease to Tenant the Premises and Tenant desires to lease the Premises from Landlord for the purpose of constructing and operating a parking lot, subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the foregoing recitals are true and correct and incorporated herein by this reference, and further agree as follows: ARTICLE 1- DEMISE OF PREMISES Section 1.1 Premises. Landlord, for and in consideration of the rents, covenants and conditions herein set forth, does hereby lease to Tenant, and Tenant does hereby lease from Landlord, the Premises, subject to the terms, conditions and provisions hereof. Section 1.2 Quiet Enjoyment. Landlord covenants and agrees that Tenant shall lawfully and quietly hold, occupy and enjoy the Premises during the Term (as hereinafter defined) of this Lease without hindrance of Landlord or any person claiming by, through or under Landlord. ARTICLE 2 - LEASE TERM Section 2.1 Lease Term. The term of this Lease shall be for the period commencing on (the "Effective Date") and terminating on the date which is 60 months following the Effective Date ( , 2000). Section 2.2 Reversion. Upon the termination of this Lease, whether by default, eviction, or otherwise, the Premises, shall be free and clear of all POPW/C" 0 84 3 claims to or against them 'by Tenant, other than Tenant's rights to the Tenant's Award set forth in Section 6.3. At the expiration or earlier termination of this Lease, all alterations, improvements, additions and utility installations, which are hereafter constructed on the Premises, shall become the property of Landlord, subject to Tenant's rights to the Tenant's Award set forth in Section 6.3, which rights shall survive the expiration or earlier termination of this Lease and remain upon and be surrendered with the Premises on the date of termination or expiration of this Lease ARTICLE 3 - RENT TAXES AND UTILITIES Section 3.1 Rent. Commencing on the Effective Date, Tenant agrees to pay Landlord, for the use and occupancy of the Premises, base annual rent ("Base Annual Rent") in the amount of payable in equal monthly installments of , plus the applicable sales tax. All such Base Annual Rent shall be paid to Landlord in legal tender of the United States at the address to which notices to Landlord are to be given or to such other party or to such other address as Landlord shall designate from time to time by written notice to Tenant. Section 3.2 Taxes. Section 3.2.1Real and Personal Property. From and after the Effective Date, Tenant shall pay or cause to be paid, all real and personal property taxes levied on or assessed against the Premises. Tenant shall make all such payments directly to the appropriate charging or taxing authority before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their nonpayment. If, however, the law expressly permits the payment of any or all of the above items in installments (whether or not interest accrues on the unpaid balance), Tenant may, at Tenant's election, utilize the permitted installment method, but shall pay each installment before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their nonpayment. All payments of taxes including permitted installment payments, shall be prorated for the partial years in which the Lease commences and terminates. Section 3.2.2 Contesting Taxes. Tenant shall have the right to contest or review by legal proceedings, as permitted under applicable law, any assessed valuation, real estate tax. Landlord shall, if so requested by Tenant, join in any proceeding for contest or review of such taxes. Any amount already paid by Tenant and subsequently recovered as the result of such contest or review shall be for the account of Tenant. SEOPW/C A 0 0 84 2 Section 3.2.3Utilitieg. From and after the Effective Date, Tenant shall pay or cause to be paid all charges for water, heat, gas, electricity, cable, trash disposal, sewers and any and all other utilities used upon the Premises throughout the Term. ARTICLE 4 - - USE OF PREMISES Section 4.1 Permitted Use. Tenant shall use or cause the use of the Premises for the construction and operation of a parking lot and facilities ancillary thereto (the "Parking Facilities"). ARTICLE 5 - TRIPLE NET LEASE Section 5.1 Triple Net Lease. This Lease is intended to be a triple net lease with Tenant obligated to pay all taxes, insurance and maintenance costs with respect to the Premises during the term of this Lease. Section 5.2 Maintenance. During the term of this Lease Tenant shall, at its sole cost and expense, maintain the Premises and the Parking Facilities in accordance with all applicable laws. ARTICLE 6 - CONDEMNATION Section 6.1 Interest of Parties on Condemnation. If the Premises shall be taken for public purpose by condemnation as a result of any action or proceeding in eminent domain, or shall be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, the interests of Landlord and Tenant in the award or consideration for such transfer (the "Award"), and the allocation of the Award and the other effects of the taking or transfer upon this Lease, shall be as provided by this Article. Section 6.2 Termination. If the Premises is taken or so transferred, this Lease and all right, title and interest hereunder shall cease on the date title to such land so taken or transferred vests in the condemning authority. Section 6.3 Allocation of Award. In the event of any such taking by the exercise of the power of eminent domain, Landlord shall be entitled the amount of the fair market value of the Premises (less the amount payable to Tenant pursuant to item (ii), below), taken by the condemning authority, and Tenant shall be entitled to that portion of the Award equal to the fair market value of the Parking Facilities on the Premises so condemned, as the same may be determined by such condemning authority (the "Tenant's Award"). In the event that the Tenant is the authority exercising the power of eminent domain, then the Tenant shall be entitled to a credit against the Award payable to Landlord in an amount equal to the Tenant's Award. Landlord r�, f - 4 5 acknowledges that it shall have no interest in or right to any portion of the Tenant's Award. In the event that the court having jurisdiction of the eminent domain proceedings shall fail to make separate awards and judgments with respect to the respective interests of Landlord and Tenant, and such amounts cannot be agreed upon between the parties hereto, or there is a dispute, then such matters shall be submitted to arbitration to be conducted in Miami -Dade County, Florida, in accordance with the then existing rules of the American Arbitration Association. ARTICLE 7 - ASSIGNMENT AND SUBLEASE Section 3. Tenant may assign, transfer, sell or otherwise convey this Lease or any interest of Tenant herein, in whole or in part, or sublet the whole or any part of the Ground Leased Premises or permit the Ground Leased Premises or any part thereof to be used or occupied by others. ARTICLE 8 - DAMAGE AND DESTRUCTION If at any time during the Term of this Lease any of the Parking Facilities are substantially damaged and/or destroyed in whole or in part by fire, casualty, or any other cause, Tenant, in its sole discretion, may elect to either: (i) affirm this Lease, or (ii) terminate this Lease as of the date of such casualty or damage upon written notice to Landlord within 30 days following such casualty or damage. ARTICLE 9 - ADDITIONS, ALTERATIONS AND REMOVALS Tenant shall have the right to undertake the construction of the Parking Facility on the Premises and to demolish, remove or alter any portion of the existing improvements constituting a part of the Premises, without the prior written consent and approval of Landlord. ARTICLE 10 - DEFAULTS AND REMEDIES Section 10.1 Defaults. Each of the following events shall constitute an "Event of Default": Section 10.1.1 Attachment or Other Levy. The subjection of any right or interest of Tenant in the Premises, to attachment, execution or other levy, or to seizure under legal process, if not released within thirty (30) days. Section 10.1.2 Appointment of Receiver. The appointment of a receiver to take possession of the Premises, or of Tenant's interest in the leasehold estate or of Tenant's operations on the Premises, for any reason, including but not limited to assignment for benefit of creditors or voluntary 6 SEopw/CRA 0 0 - 84 or involuntary bankruptcy proceedings, which appointment is not vacated within sixty (60) days. Section 10.1.3 Insolvency: Bankruptcy. An assignment by Tenant for the benefit of creditors, or the filing of a voluntary petition by Tenant or entry by a court of competent jurisdiction of a decree or order granting relief in an involuntary case against Tenant, under any law for the purpose of adjudicating Tenant a bankrupt; or for extending time for payment, adjustment or satisfaction of Tenant's liabilities; or reorganization, dissolution, or arrangement on account of, or to prevent bankruptcy or insolvency; unless, in case of such that are involuntary on Tenant's part, such assignment(s), petitions or other proceedings, and all consequent orders, adjudications, custodies and supervisions are dismissed, vacated or terminated within sixty (60) days after the assignment, filing or other initial event. Section 10.2 Default in Payment of Performance Under this Lease. Failure of Tenant to pay any installment of Base Annual Rent, or any impositions or other monetary obligations of any nature whatsoever required to be paid by Tenant under this Lease when due and payable which is not cured within thirty (30) days of written notice; or failure of Tenant to observe or perform any of its other covenants, conditions or agreements under this Lease which is not cured within thirty (30) days after written notice. Section 10.3 Remedies. Upon the occurrence of an Event of Default, Landlord may, pursue all rights and remedies available under applicable law, including the right to terminate this Lease. ARTICLE 11- SURRENDER AND REMOVAL Section 11.1 Surrender and Possession. Upon the expiration of the Term or any earlier termination thereof, Tenant shall surrender to Landlord possession of the Ground Lease Premises. ARTICLE 12 - TITLE ISSUES Section 12.1 Title Issues. Landlord and Tenant acknowledge that Landlord and Tenant have executed a contract pursuant to which Tenant will purchase the Premise from Landlord (the "Contract"). The closing under the Contract has been delayed as a result of various title problems that are identified on Exhibit "B" attached hereto (the "Title Issues"). Landlord and Tenant acknowledge that this lease shall terminate upon the resolution of the Title Issues and the closing of the transaction contemplated by the Contract. 00- 84 SEOPVi X" 7 ARTICLE-13 - GENERAL PROVISIONS Section 13.1 Landlord's Authority. Landlord and each individual signing this Lease on behalf of Landlord represents and warrants that they are duly authorized to sign on behalf of and to bind Landlord and that this Lease is a duly authorized obligation of Landlord. Upon the request of Tenant, Landlord shall provide to Tenant such documentation evidencing such authority. Section 13.2 Conditions and Covenants. All of the provisions of this Lease shall be deemed as running with the land, and constructed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision. Section 13.3 No Waiver of Breach. No failure by either Landlord or Tenant to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Lease, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Lease, but each and every covenant, condition, agreement and term of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach. Section 13.4 Notices. Unless otherwise specifically provided in this Lease or by law, any and all notices or other communications required or permitted by this Lease or by law to be served on, given to, or delivered to any party to this Lease shall he writing and shall be deemed duly served, given, delivered and received when personally delivered (including confirmed overnight delivery service to the party to whom it is directed), or in lieu of such personal delivery, when three (3) business days have elapsed following deposit thereof in the United States mail, first-class postage prepaid, certified, return receipt requested, addressed to: LANDLORD: Tel: Fax: WITH A COPY TO: 9 SE0P . e I CFA- T61: Fax: TENANT: Southeast Overtown/Park West Community Redevelopment Agency of the City of Miami 300 Biscayne Boulevard Way, Suite 430 Miami, Florida 33131 Attn: Mr. Robert L. Tyler Tel: (305) 579-3324 Fax: Either party may change its address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in its paragraph. Section 13.5 Captions. Captions in this Lease are inserted for convenience of reference only and do not define, describe or limit the scope or the intent of this Ground Lease or any of the terms thereof. Section 13.6 Entire Agreement. This Lease contains the entire agreement between the parties regarding the subject matter hereof. Any oral or written representations, agreements, understandings and/or statements shall be of no force and effect. Section 13.7 Waivers and Amendments. No modification, waiver, amendment, discharge or change of this Lease shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. Section 13.8 Memorandum of Lease. At any time and at the request of Tenant, Landlord will promptly execute duplicate originals of a memorandum of lease in recordable form that will constitute a short form of this Lease. The short form will set forth a description of the Premises, the terms of this Lease, and any other provisions that Tenant may request. Section 13.9 Attorney's Fees. If either party retains an attorney to enforce or interpret this Lease, the prevailing party shall be entitled to recover, in addition to all other items of recovery permitted by law, reasonable attorneys' fees and costs incurred through litigation, bankruptcy proceedings and all appeals and post -judgment proceedings. Section 13.10 Time. Time is of the essence of each obligation of each party hereunder. 9 EpPw/CR 0 0 -- 84 Section 13.11 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of Florida. Section 13.12 Binding Effect. Subject to any provision of this Lease that may prohibit or curtail assignment of any rights hereunder, this Lease shall bind and inure to the benefit of the respective heirs, assigns, personal representatives, and successors of the parties hereto. Section 13.13 Severability. If any term, provision, covenant or condition of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Section 13.14 Counterparts. This Lease may be executed in one or more Counterparts, each of which shall be deemed an original and when taken together will constitute one instrument. Section 3. Section 3. IN WITNESS WHEREOF, this Lease has been executed on the respective dates set forth below. WITNESSES: TENANT: [Print Name] Name: Its: [Print Name] [Print Name] [Print Name] SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, a body corporate and politic of the State of Florida M. LANDLORD: 10 SIBOPWICR 0 i c EXHIBIT "A" LEGAL DESCRIPTION OF PREMISES SEOpWICR 11 bIIA1 #954356 v1 MIA1 #954356 v1 Exhibit B [List of landowners] 12 SEOPWIC",, 0 0 - S 4 1. P-2(A) 2. P-2(B) 3. P-1 LEASES Appraisal Annual Rent Reason For Owner Legal Value 10%Cap Rate Lease Susie Simmons Lots 9 and 11 Blk 9 $34,600 $3,460 per year Title Defects E. Spann Mary Mays 4. SP-3 Henry N. Albury etal CO (Ward Rooming House) MIAI #95666G v1 Plat Book "B" at Page 41 Lot 10 Blk 9 $17, 300 Plat Book "B" at Page 41 Lots 17,18,19 less North $21,000 57.66' plus the West 30 feet of Lots 29 through 38 Blk 1 Plat Book "B", at Page 163 Lots 43 and 46 Blk 26N $25,000 Plat Book "B" at Page 34 $1,730 per year Title Defects $2,100 per year Unable to agree on purchase price $2,500 per year Title Defects