HomeMy WebLinkAboutSEOPW-CRA-R-00-0082RESOLUTION NO. SEOPW/CRA R-00-82
A RESOLUTION AUTHORIZING THE COMMUNITY
REDEVELOPMENT AGENCY ("CRA") I) TO ENTER
INTO AN ASSIGNMENT AND ASSUMPTION OF THE
LEASE AGREEMENT BETWEEN J.J. KELLY CHARTER
BUS SERVICE CO. ("J.J. KELLY') IN THE FORM OF
EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF (THE "ASSIGNMENT AND ASSUMPTION"),
AND II) TO ENTER INTO A LEASE AMENDMENT
WITH J.J. KELLEY IN THE FORM OF EXHIBIT "B"
ATTACHED HERETO AND MADE A PART HEREOF
(THE "AMENDMENT").
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 i) to enter into the Assignment and
Assumption, and ii) to enter into the Amendment.
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 i) to enter into the
Assignment and Assumption in the form of Exhibit A, and ii) to enter into the
Amendment in the form of Exhibit B.
Section 3. The resolution shall be effective upon its adoption.
PASSED AND ADOPTED orrtY18.24eh day of July, 2000.
T
APPROVED AS TO FORM
AND CORRECTNESS:
Holland & Knight LLP
CRA Legal Counsel
Arthur E. Teele, Jr., Chairman
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EXHIBIT A
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT is made and entered into this day of
November, 1999, by and between CALOR DEVELOPMENT, LTD., a
Florida limited partnership (the "Assignor"), and SOUTHEAST
OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF MIAMI, a body corporate and politic of the
State of Florida (the "Assignee").
RECITALS
A. Assignor is the Lessor under that certain Lease Agreement
dated November 1, 1998, by and between Justo and Pastora Mayo
(collectively, "Mayo"), as lessor, and J.J. Kelly Charter Bus Service Co. ("JJ"),
as lessee, as extended by that certain dated as of
by and between Mayo and JJ, and as assigned by that
certain Assignment and Assumption of Leases dated June 24, 1999, from
Mayo to Assignor, copies of which are attached hereto as Exhibit "A"
(collectively, the "Lease").
B. Assignor desires to assign and transfer its interests and rights
in the Lease to Assignee and Assignee desires to accept the assignment.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the sum of Ten Dollars ($10.00) paid by each of
the parties to the other, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties to this
Assignment hereby agree as follows:
TERMS:
1. Recitals. The foregoing Recitals are true and correct and are
hereby incorporated by reference and made a part hereof.
2. Assignment. Assignor does hereby assign, transfer, sell, convey
and set over unto Assignee all of Assignor's right, title and
interest as lessor in and to the Lease and the rents accruing
under the Lease from and after the date hereof.
3. Assumption. Assignee hereby assumes the performance and
observance of, and agrees that it shall well and truly perform
and observe, all the terms, covenants, conditions and obligations
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of the Lease to' be performed by the lessor thereunder, all with
full force and effect as if Assignee was the original lessor under
the Lease.
4. Indemnification.
A. Assignee hereby agrees that Assignee shall indemnify and save
Assignor harmless from and against any and all claims, losses, damages,
liabilities, costs or expenses, including attorneys' fees and costs (both prior to
litigation and through all trial and appellate litigation) which are based upon
or arise out of the Lease from and after the date hereof.
B. Assignor hereby agrees that Assignor shall indemnify and save
Assignor harmless from and against any and all losses, damages, liabilities,
costs or expenses, including attorneys' fees and costs (both prior to litigation
and through all trial and appellate litigation) which are based upon or arise
out of the Lease prior to the date hereof.
6. Brokers. Each of the parties hereto acknowledges and agrees that it has
dealt with no real estate broker in connection with the transaction
effected hereby. Assignor and Assignee each agrees to indemnify and hold
harmless the other against any claim or demand made by any broker or
agent, claiming to have dealt with or consulted with such party contrary
to the foregoing warranties.
7. Representations of Assignor: Assignor hereby represents that:
(i) The Lease is in full force and effect and has not been
amended and modified;
(ii) Assignor has performed all of the terms, covenants,
conditions, obligations of the Lease to be performed by
Assignor thereunder;
(iii) Lessee is current with respect to Base Rent and
Additional Rent as defined in the Lease and Assignor does
not owe any items of Additional Rent (including, without
limitation, overtime air-conditioning charges or parking
charges); and
(iv) Base Rent is paid through , 2000.
8. Execution. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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9. Miscellaneous. This Assignment shall be binding upon and inure to the
benefit of the parties hereto, their heirs, executors, administrators,
successors and assign.
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IN WITNESS THEREOF, the undersigned executed this Assignment
on the day and year first above written.
Signed, sealed and delivered
in the presence of:
Name:
Name:
Name:
Name:
ASSIGNOR:
CALOR DEVELOPMENT, LTD.,
a Florida limited partnership
By:_
Name:
Title:
ASSIGNEE:
SOUTHEAST OVERTOWN/
PARKWEST COMMUNITY
REDEVELOPMENT AGENCY OF
THE CITY OF MIAMI, a body
corporate and politic of the State of
Florida
By:
Name:
Title:
00- 82
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
2000 by as
of Calor Development, Ltd., a Florida limited partnership.
He/she is personally known to me or has produced
as identification and did/did not take an
oath.
NOTARY PUBLIC
[Name of Notary Printed]
My Commission Expires: (NOTARY SEAL)
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
2000 by as
of Southeast Overtown/Parkwest Redevelopment Agency of the
City of Miami, a body corporate and politic of the State of Florida. He/she is
personally known to me or has produced
as identification and did/did not take an oath.
My Commission Expires:
NOTARY PUBLIC
[Name of Notary Printed]
(NOTARY SEAL)
SEOPW / CRA 0 0 - 82
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Exhibit "A"
[Copy of Lease]
EXHIBIT B
AMENDMENT
THIS AMENDMENT is made and entered into this day of
. 2000 by and between SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
MIAMI, a body corporate and politic of the State of Florida (the "Lessor") and
J.J. Kelly Charter Bus Service Co. (the "Lessee").
RECITALS
A. Lessor and Lessee are parties to that certain Lease Agreement
dated November 1, 1998, by and between Justo and Pastora Mayo
(collectively, "Mayo"), as lessor, and Lessee, as lessee, as extended by that
certain dated as of by and between
Mayo and Lessee, as assigned by that certain Assignment and Assumption of
Leases dated June 24, 1999, from Mayo to Calor Development, Ltd. ("Calor"),
and as further assigned by that certain Assignment and Assumption of Lease
dated , 2000 from Calor to Lessor (collectively, the "Lease")
B. Lessor and Lessee desire to modify and amend certain terms
and provisions of the Agreement as hereinafter set forth.
NOV THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lessor and Lessee agree as
follows:
1. Recitals. The Recitals to this Amendment are true and correct
and are hereby incorporated by reference and made a part hereof.
2. Defined Terms. Any defined terms utilized herein but not
defined in this Amendment shall have the meanings ascribed to said terms in
the Lease.
3. Premises. The definition of Premises is hereby deleted in the
recitals of the Lease and is replaced with the following definition:
4. Schedule A. Schedule A to the Lease is hereby deleted and
replaced with Schedule "A" attached hereto and made a part hereof.
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5. Schedule B. Schedule B to the Lease is hereby deleted and
replaced with Schedule "B" attached hereto and made a part hereof.
6. Ratification. Except as herein modified, Lessor and Lessee
hereby ratify and reaffirm all the terms and provisions of the Lease. To the
extent of a conflict between the terms and provisions of the Lease and this
Amendment, the terms and provisions of the Amendment shall control.
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SEOPWICRA,
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IN WITNESS WHEREOF, Lessor and Lessee have caused this
Amendment to be executed on the date first above written.
Signed and sealed in
the presence of.
Print Name:
Print Name:
Print Name:
Print Name:
LESSOR:
SOUTHEAST OVERTOWN
PARKIWEST COMMUNITY
REDEVELOPMENT AGENCY OF
THE CITY OF MIAMI, a body
corporate and politic of the State of
Florida
By: _
Name:
Title:
Date Executed:
LESSEE:
J.J. KELLY
SERVICE CO.,
corporation
By:_
Name:
Title:
Date Executed:
CHARTER BUS
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MIAl #954349 vl
SEOPw/cRA q 0 - 82
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07/21/2000 FRI 13:36 FAX 3053724646
Z 011i011
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
To : Chairman Teele and DATE . July 17, 2000
Honorable Members of the CRA Board
FROM • Robert L. Tyler
Dir. Of Op., Admin. & Dev.
FI.E
suaJEC 1 : Agreement between CRA and
J.J. Kelly Charter Bus Service Co
REFERENCES:
ENCLOSURES Resolution and Agreement
RECOMMENDATION
It is respectfully recommended that the Board adopt the attached resolution authorizing the
CRA to enter into an assignment and assumption of the Lease Agreement between J.J. Kelly
Charter Bus Service Co. ("J.J. Kelly") in the form of Exhibit "A" attached hereto and made a
part hereof (The "Assignment and Assumption"), and II) to enter into a Lease Amendment
with J,J, Kelly in the form of Exhibit "B" attached hereto and made a part hereof (The
Amendment")
BACKGROUND
It is the desire of the CRA to generate revenues from its existing lots. The CRA has identified a
potential client to lease the reference property for parking passenger buses. The assignment transfers the
balance of an existing lease to the CRA.
Funding Source: Not Applicable
Account Number: Not Applicable
BOPW I (;m
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SUL 21 2000 14:53 3053724646
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