HomeMy WebLinkAboutSEOPW-CRA-R-00-0121ITEM 18
SEOPW/CRA
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RESOLUTION NO. SEOPW/CRA
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
COMMUNITY REDEVELOPMENT AGENCY ("CRA")
AUTHORIZING THE CRA TO LEASE THE HISTORIC WARD
ROOMING HOUSE (THE "PROPERTY") DESCRIBED ON
EXHIBIT "A" ATTACHED HERETO PURSUANT TO THE
TERMS OF THE GROUND LEASE AGREEMENT PREVIOUSLY
EXECUTED BETWEEN THE OWNER OF THE PROPERTY AND
THE CRA.
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 to enter into a Ground Lease
Agreement with the owner of the property known as the Ward Rooming
House as part of the Historical Renovation Project within the
Redevelopment Plan.
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 Board of Directors of CRA hereby authorizes the
CRA to enter into a lease agreement with the owner of the property
known as the Ward Rooming House as part of the Historical Renovation
Project within the Redevelopment Plan.
Section 3. The resolution shall be effective upon its adoption.
PASSED AND ADOPTED on this 20th, clay of NnvPmh fir, 2000.
ATTACHMENT ()MOFWiCRA
C TIDE 0 0 -
E. Teele, Jr., Chairman
APPROVED AS TO FORM
AND CORRECTNESS:
Holland & Knight LLP
CRA Legal Counsel
ITEM 18
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GROUND LEASE
THIS LEASE (the "Lease") is made and entered into by (see Schedule 1
attached hereto) ("Landlord"), and the Southeast Overtown/Park West
Community Redevelopment Agency of the City of Miami, a body corporate and
politic of the State of Florida ("Tenant").
RVIVITAT S-
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, 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 (the "Term") shall be for the
period commencing on (the "Effective Date") and terminating on
the date which is the earlier of i) 60 months following the Effective Date
( , 2005), or ii) the date of Closing, as such term is defined in the
Contract (as defined herein).
Section 2.2 Purchase and Sale Contract. Landlord and Tenant have entered
into a certain contract for the sale and purchase of the Premises, dated as of
(the "Contract"). The Term of this Lease shall be subject
to the resolution of certain title issues more particularly described on Exhibit
"B" attached hereto and made a part hereof (the "Title Issues"). Upon
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resolution of the Title Issues, Landlord and Tenant shall proceed to Closing, as
such term is defined in the Contract.
Section 2.3 Reversion. Upon the termination of this Lease, whether by
default, eviction, or otherwise, the Premises, shall be free and clear of all 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. Notwithstanding anything to the contrary
contained herein, in the event that this Lease is terminated as the result of
Landlord and Tenant entering into the Contract, the terms of this Section 2.2
shall be inoperable.
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 TWO THOUSAND SEVEN HUNDRED FIFTY
AND 00/ 100 DOLLARS ($2,750.00) payable on the Effective Date and annually
thereafter, on the anniversary of the Effective, 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 3.2.1 Real 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.
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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.
Section 3.2.3 Utilities. 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
as a historic structure for civic and cultural purposes.
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 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, taken by the condemning authority,
and Tenant shall be entitled to that portion of the Award equal to the fair
market value of any improvements constructed by Tenant on the Premises so
condemned, as the same may be determined by ,such condemning authori
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(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 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 ? - ASSIGNMENT AND SUBLEASE
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
Premises or permit the 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 the Premises 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 any improvements
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 or
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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 Premises.
ARTICLE 12 - INTENTIONALLY DELETED
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.
SE®P
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:
Tel:
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. Dipak M. Parekh, Executive Director
Tel: (305) 579-3324
Fax: (305) 372-4646
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WITH A COPY TO: Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami, Florida 33131
Attn: Mr. William R. Bloom, Esq.
Tel: (305) 789-7712
Fax: (305) 789-7799
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 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.
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
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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.
IN WITNESS WHEREOF, this Lease has been executed on the respective dates
set forth below.
WITNESSES:
[Print Name]
[Print Name]
[Print Name]
[Print Name]
TENANT:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI,
a body corporate and politic of the
State of Florida
By: _
Name:
Its:
LANDLORD:
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EXHIBIT "A"
LEGAL DESCRIPTION OF PREMISES
Lots 43 and 46, Block 26 of P.B. WHITE'S RE -SUBDIVISION OF BLOCKS NO.
16-26 and 36 NORTH OF THE CITY OF MIAMI, according to the plat thereof, as
recorded in Plat Book B, at Page 34 of the Public Records of Miami -Dade
County, Florida.
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•
EXHIBIT "B"
TITLE ISSUES
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As to Lot 46
SCHEDULE 1
1. Cleomie Crumpton Bloomfield
2. Emma Lou Ward
3. Cleo Albury, Jr.
4. Henry J. Albury a/k/a Henry N. Albury
5. Rodney Albury
6. Cleora Albury Rawls
7. Constance Albury Jennings
As to Lot 43
1. Cleomie Crumpton Bloomfield
2. Cleo Albury, Jr.
3. Henry Albury
4. Rodney Albury
5. Constance Albury
6. Cleora Albury
MIAI #974103 v2
SEOPWI.
e 1 � JL
Chairman Teele and
Members of the CRA Board
M : Dipak M. Pare kh
Executive Director
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® CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
DATE: November 6, 2000
SUBJECT : Ward Rooming House
REFERENCES:
ENCLOSURES: Resolution and Agreement
1'1'EM 18
FILE :
RECOMMENDATION
It is recommended that the CRA Board of Director approve the attached resolution authorizing the CRA
to enter into a lease with the Ward Rooming House.
BACKGROUND
A Resolution of the Board of Directors of the CRA authorizing the CRA to lease the Historic Ward
Rooming House. pursuant to the terms of the Ground Lease Agreement previously executed between the
owner of the Ward Rooming House and the CRA.
Funding Source: SEOPW General Funds
Account Number: 689004.550011.6.620
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