HomeMy WebLinkAboutR-99-0112t.
tl-99-230
2/9/99
RESOLUTION NO. 9 v 12
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AMENDING RESOLUTION
NO. 97-774, AS AMENDED, TO REVISE CERTAIN
TERMS AND CONDITIONS OF THE LEASE AND
DEVELOPMENT AGREEMENT ("LEASE"), IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, WITH GROVE
HARBOUR MARINA AND CARIBBEAN
MARKETPLACE, LLC. ("LESSEE"), AS APPROVED BY
THE CITY COMMISSION ON OCTOBER 28, 1997, TO
AMEND SAID LEASE AS SET FORTH IN "ATTACHMENT
ONE", ATTACHED HERETO AND MADE A PART HEREOF,
TO, INTER ALIA: (1) AMEND THE DEFINITION OF
"ACCEPTABLE OPERATOR"; (2) ADD AND DEFINE
"MARKETPLACE VENDORS FEE"; (3) AMEND THE
DEFINITION OF "GROSS REVENUES"; (4) DELETE AN
EXISTING SUBSECTION AND SUBSTITUTE IN LIEU
THEREOF A NEW SUBSECTION TO CLARIFY THE
AMOUNT OF RENT TO BE PAID TO THE CITY BY
MARKETPLACE VENDORS; (5) TO CLARIFY THE
AMOUNT OF RENT FOR PERMITTED USES NOT
SPECIFICALLY IDENTIFIED; (6) AMEND AMOUNT OF
RENT FOR MARINE SERVICES FACILITIES; AND (7)
AMEND AMOUNT OF GROSS REVENUES TO BE RECEIVED
BY OPERATORS OF RESTAURANT'S AND PROVIDE FOR
ADJUSTMENTS, IF DEEMED APPROPRIATE; FURTHER
AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE SAID LEASE, AS AMENDED HEREIN, FOR
THE PLANNING AND DESIGN, CONSTRUCTION,
LEASING AND MANAGEMENT OF A COMMERCIAL AND
RECREATIONAL MULTIPLE USE FACILITY INCLUDING
A FULL SERVICE BOAT YARD, MARINA, MARINE
RELATED RETAIL USES AND A PUBLIC MARKET WITH
ADAPTIVE REUSE OF TWO EXISTING HISTORIC
HANGAR STRUCTURES ON A 13.55 ACRE SITE (6.95
UPLAND AND 6.6 SUBMERGED ACRES) ON DINNER KEY
FOR A PERIOD OF FORTY (40) YEARS.
WHEREAS, pursuant to Resolution No. 97-774, adopted on
October 28, 1997, the City Commission authorized the City Manager
f
to execute a Lease and Development Agreement ("Lease") with Grove
.ATTACHMENT (5)
CONTA ED
Harbour Marina and Caribbean Marketplace, LLC. (hereinafter
"Lessee"), for the planning and design, construction, leasing and
management of a commercial and recreational multiple use facility
including a full service boat yard, marina, marina related retail
f.
uses and a public market with adaptive reuse of two existing
historic hangar structures on a 13.55 acre site (6.95 upland and
6.6 submerged acres) on Dinner Key (hereinafter "Subject
Property") for a period of forty (40) years, thereby requiring
said Lessee to (i) make a total capital investment in the Subjectf
Property of not less than $5,000,000.00 and (ii) paying to the
City a minimum annual lease payment of not less than $300,000.00
or a percentage of revenues, whichever is greater, including a
rent escalation provision; and
WHEREAS, pursuant to Resolution No. 98-1076, adopted
October 27, 1998, the City and the Lessee renegotiated the
financial terms of the Lease, and said Lease was amended to
reflect the State of Florida Emergency Financial Oversight
Board's recommendations that the Lessee increase its: (i) rental
payments to the City, (ii) initial investment, and (iii) annual
set aside for the Marina Maintenance Fund; and
WHEREAS, it has been determined that, other revisions to the
terns and conditions of the Lease must be addressed;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
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thereto and incorporated herein. as if fully set forth in this
Section.
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Section 2. Resolution No. 97-774, as amended, is hereby
further amended to revise certain ternis and conditions of the
Lease and Development Agreement ("Lease"), in a form acceptable
to the City Attorney, with Grove Harbour Marina and Caribbean
> Marketplace, LLC. (hereinafter "Lessee"), as approved by the City M1.
Commission on October 28, 1997, to further amend said Lease as
set forth in "Attachment One", attached hereto and made a part
hereof, to, inter alia: (1) amend the definition of "Acceptable
Operator"; (2) add and define "Marketplace Vendors Fee"; (3)
amend the definition of "Gross Revenues"; (4) delete an existing
subsection and substitute in lieu thereof a new subsection to
clarify the amount of rent to be paid to the City by Marketplace
Vendors; (5) clarify the amount of rent for permitted uses not
specifically identified;(6) amend amount of rent for marine
services facilities; and (7) amend amount of Gross Revenues to be
received by operators of restaurants and provide for adjustments,
if deemed appropriate, for the planning and design, construction,
leasing and management of a commercial and recreational multiple
use facility including a full service boat yard, marina, marine
related retail uses and a public market with adaptive reuse of
two existing historic hangar, structures on a 13.55 acre site
(6.95 upland and 6.6 submerged acres) on Dinner Key for a period
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of forty (40) years.
Section 3. The City Manager is hereby authorized/ and
directed to execute said Lease, as amended, with Grove Harbour
Marina and Caribbean Marketplace, LLC., as further amended
herein.
Section 4. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor`/.
PASSED AND ADOPTED this 9th day of February_ 1999.
JOE CAROLLO, MAYOR
In accordance with Miami Code Sec. 2-36, since race
ayor did not indicate approval of
this legislation by signing it in the, designated l.,rovi' :. '' paid !eg;l3!a'r;
bcc ;mcs effective with the elapse"of ten (10 ! s from the date bi Ccnim; a4i;c�
ATTEST: regarding same, without the M' or exer isina het
WALTER J. FOEMAN
CITY CLERK
RECTNESS .t/
i fXemnr'i, City Cleric
1/ The herein authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including but not
limited to those prescribed by applicable City Charter and Code
provisions.
If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
ATTACHMENT ONE
219/99
1) Amend the definition of Acceptable Operator to read as follows:
1.2.1 "Acceptable Operator" means an entity or entities whose member(s) possess the
business experience, good reputation, financial resources, and adequate personnel
necessary for the proper performance of all of Lessee's obligations under this
Lease in a wanner consistent with the quality, reputation and economic viability
of the Project, including (without limitation) the obligation of Rent payable by
Lessee under this Lease, and with no instance of termination of a lease with the
Citv of Miami as a result of default. The Acceptable Operator as an entitv or its
personnel individually shall have a minimum of ten (10) years of proven or
demonstrated experience in the successful operation and management of a
marina and. retail development.'
2) In an effort to address the Board's concern regarding Marketplace Vendors, we
recommend the following:
a) Creation of a new term entitled "Marketplace Vendors Fee" to be defined as
follows:
Marketplace Vendors Fee shall be all fees paid by Marketplace Vendors.
b) Amend the definition of Gross Revenues as provided in Subsection 1.2.22(A) of
the Lease as follows:
6. Rent paid to Lessee by Subtenants of Marine Service Facility--aR4
Mai-ketplaee -venders;
8. All revenue received by Lessee or its Subtenants from
Marketplace Vendors Fees.
Words and/or figures stricken through shall be deleted. Underscored words and/or figures
shall be added. The remaining provisions are now in effect and remain unchanged.
Asterisks indicate omitted and unchanged material. All figures are rounded to the nearest
hundred dollars.
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e) Delete existing Subsection 5.1(b)(v) of the Lease and insert a new Subsection
5.1(b)(v) to read as follows:
(v) 5% of the Marketplace Vendors Fees which total $0=$200,000: 10% of
the Marketplace Vendors_ Fees which total $200.001 - $500,000i and
g2 of the Marketplace Vendors Fees above $500,000.
3) Clarify rent for uses not specifically identified in Article V, Section 5.1(b) by
amending Section 5.1(c) as follows:
(c) The parties agree that the provisions of Subsections 5.1(b)(vi), (vii)
and (vii.i) relating to Percentage Rent Subleases shall not apply to the
Marina, Boatyard, Marina Services Facilities, the Marina Fueling Facility, or
to Marketplace Vendors. The provisions of Subsection 5.1(b)(vi), (vii) and
(viii) are applicable to Percentage Rent Subleases of restaurant or grocery
facilities, such as, by way of illustration but not by way of limitation, a
Norman's Market or the like as such facility exist as of the Lease Date. The
parties agree that rent for all other permitted uses not specifically RKgv ded
for above shall be at Fair Market Rent or such other rent as may be approved
by the City Manager, to be determined at the time the use is vroposed.
-he Subjeet
v„ rt .,ufflit to v nta v Subleases, w4er-e ,hese-uee-, n9.
eeatemplated-4R-I.essee'spreposai to the City.
4) Amend rent for Marine Services Facilities as set forth in Section 5.1(b)(iii) to be as
follows:
(iii) 5% of Gross Revenue from Marina Service Facilities_-aT- i In the event of
a Sublease of such use, the rent shall be 5% of the Floor Rent received by
Lessee plus 25% of the Percentage Rent received by the Lessee under the
terms of the Sublease. Notwithstanding the above, once the specific
Marina Service Facility is proposed, the City Manager, in his sole
reasonable_ discretion, may reconsider the appropriateness of the rent and
may accordingly adiust the rent for the purpose of providing a fair return
to the City. In making such adjustment, the City Manager shall give due
consideration to providing a fair return to the Lessee.
99 -- 112
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Amend rent for Restaurants as set forth in Section 5.1(b)(vi) to be as follows:
(iv) &V*-10%of Gross Revenue of Restaurant Subtenants or Lessee (as
operator of Restaurant). Notwithstanding the above, once the specific
restaurant is proposed, the City Manager, in his sole reasonable
discretion. may reconsider the appropriateness of the rent and may
accordingly adiust the rent for the purpose of providing a fair return to
the City-. In making such adiustment, the Citv Manager shall Live due L
consideration to providing_a fair return to the Lessee. For purposes of
this subsection, "Restaurant" shall mean an establishment that has a :=
unified system of food preparation, food delivery, seating and service for � r
its patrons, where the Restaurant operator controls all aspects of food.E>s�TMR
preparation and delivery, senice and seating, whether it be a white
tablecloth restaurant or an informal raw bar or paper plat/paper cups nF c
type of restaurant. The definition of Restaurant does not include a food
concession in the Marketplace where the operator is selling food or drinks
across a counter without any control as to where its patrons or customers t
sit or consume its products.
CITY OF MIAMI. FLORIDA38
:
INTER -OFFICE MEMORANDUM
Tta
ro : The Honorable Mayor and DATE : FCS , iO� FILE :.
Members of the City Commission 1� rf{
SUBJECT:G
Grove Harbour Marina and
Caribbean Marketplace,
FROM : 's REFERENCES: ?s
Donald H. Warshaw City Commission Agenda:
City Manager ENCLOSURES: Re: 2/9/99 Meeting
Per the request of Commissioner J. L. Plummer, place a discussion item regarding the
proposed lease for the Grove Harbour Marina and Caribbean Marketplace on the
February 9, 1999 agenda.
The status of the projects as of this date is as follows:
The Contract Review Committee of the Oversight Board has asked to meet with staff on
Monday, February 1, 1999 to discuss questions that remain regarding the proposed lease.
At the February 9, 1999 City Commission meeting, staff will be available to bring the
Commission up to date on the Oversight Board's questions and the status of the lease.
DHW/DB/hr
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1) Amend the, definition of Acceptable Operator to read as follows:
1.2.1 "Acceptable Operator" means an entity or entities whose member(s) possess the
business experience, good reputation, financial resources, and adequate personnel
necessary for the proper performance of all of Lessee's obligations under this
Lease in o manner consistent with the quality, reputation and economic viability
of the Project, inc:lucling (without limitation) the obligation of Rent payable by
lessee under this Lease, and with no instance of termination of a lease with the
_`it of J�1i,gtni as a result of default. The Acceptable Operator as an entity or its
perHc_nncl individually shall have a minimum of ten 10) years of proven or
demonstrated experience in the successful operation and management of a
marina and retail development.'
2) In an effort to address the Board's concern regarding Marketplace Vendors, we
recommend the following:
a) Creation of a new term entitled "Marketplace Vendors Fee" to be defined as
follows:
Marlwtulace Vendors Fee shall be all fees paid by Marketplace Vendors.
b) Amend the definition of Gross Revenues as provided in Subsection1.2.22(A) of
the Lease as follows:
G. Rent paid to Lessee by Subtenants of Marine Service Facility-a-nd
a
Mt3rk}t�ae-e��;
8. All revenue received by Lessee or its Subtenants from
Alatrketplace Vendors Fees.
' Words and/or figures stricken through shall be deleted. Underscored words and/or figures t
shall be ;added. The remaining provisions are now in effect and remain unchanged.
Asterisks indicate omitted and unchanged material. All figures are rounded to the nearest
hundred dollars.
r .
c) Delete existing Subsection 5.1(b)(v) of the Lease and insert a new Subsection
5.1(b)(v) to read as follows:
(v) 5% of the Marketllace Vendors Fees which total $0 - $200,000: 10% of
the Marketplace Vendors Fees Nvhich total $200,001 - $500,000, and
12% of the Marketplace Vendors Fees above $500,000.
3) Clarify rent for uses not specifically identified in Article V, Section 5.1(b) by
amending Section 5.1(c) as follows:
(c) The parties agree that the provisions of Subsections 5.1(b)(vi), (vii)
and (viii) relating to Percentage Rent Subleases shall not apply to the
Marina, Boatyard, Marina Services Facilities, the Marina Fueling Facility, or
to Marketplace Vendors. The provisions of Subsection 5.1(b)(vi), (vii) and
(viii) are applicable to Percentage Rent Subleases of restaurant or grocery
facilities, such as, by way of illustration but not by way of limitation, a
Norman's Market or the like as such facility exist as of the Lease Date. The
parties agree that rent for all other permitted uses not specifically provided
for above shall be at. Fair Market Rent or such other rent as may be approved
by the City Manager_ to be determined at the time the use is proposed
P.e}I..t-y-13ur-suant- to Peree L Rent Subleases, where-thscc
eentemnlatrid in Lessee's Proposal t0 City,
4) Amend rent for Marine: Services Facilities as set forth in Section 5.1(b)(iii) to be as
follows:
(iii) 5% of Gross Revenue from Marina Service Facilities_-ff i In the event of
a Sublease of such use, the rent shall be 5% of the Floor Rent received by
Lessee plus 25% of the Percentage Rent received by the Lessee under the
terms of the Sublease. Notwithstanding the above once the specific
Marina Service Facility is proposed, the City Manager, in his sole
reasonable discretion, may reconsider the appropriateness of the rent and
may accordingly adjust the rent for the purpose of providing a fair return
to the City. In making such adiustment the City Manager shall give due
consideration to providing a fair return to the Lessee.
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Amend rent for Restaurants as set forth in Section 5.1(b)(vi) to be as follows:
(iv) 544--10% of Gross Revenue of Restaurant Subtenants or Lessee (as
operator of Restaurant). Notwithstanding the above, once the specific
restaurant is hrohosed, the City Manager, in his sole reasonable
discretion, may reconsider the appropriateness of the rent and may
accordingly adiust the rent for the purpose of providing a fair return to
the City. In inakinEz such adjustment, the City Manaeer shall Give due,
consideration to providing a fair return to the Lessee. For purposes of
this subsection, "Restaurant” sliall mean an establishment that has a
unified system of food preparation, food delivery, seating and service for
its patrons, where the Restaurant operator controls all aspects of food
preparation and delivery, service and seating, whether it be a white
tablecloth restaurant or an informal raw bar or paper plat/paper cups
type of restaurant,. The definition of Restaurant does not include a food
concession in the Marketplace where the operator is selling food or drinks
across a counter without any control as to where its patrons or customers
sit or consume its products.