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HomeMy WebLinkAboutR-97-0411.A J-97-409 6/9/97 411 RESOLUTION NO. r» A RESOLUTION, WITH ATTACHMENT, GRANTING FIREHOUSE FOUR LLC AN ADDITIONAL THIRTY (30) DAYS TO COMPLY WITH THE TERMS AND CONDITIONS OF THE LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND FIREHOUSE FOUR LLC, DATED APRIL 2.4, 1997; SAID DEADLINE TO BE NO LATER THAN JULY 9, 1997; AUTHORIZING THE CITY MANAGER TO EXECUTE THE NECESSARY DOCUMENT(S), IN SUBSTANTIALLY THE ATTACHED FORM, TO EVIDENCE THIS EXTENSION. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Firehouse Four LLC is hereby granted an additional thirty (30) days to comply with the terms and conditions of the lease agreement between the City of Miami and Firehouse Four LLC, dated April 24, 1997, said deadline to be no later than July 9, 1997. Section 2. The City Manager is hereby authorized to execute the necessary document(s), in substantially the attached form, to evidence said extension. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 9th day of June, 1997. ATTEST: ALTER . F004 CITY CLER APPROVED AS TO FORM AND CORRECTNESS: j4/Q0f4N JO II CITY ATT W1679:CSK E CAROLLO, MAYOR ATTACHMENT (S) itA. C ® N Y, , i I N E CITY COMMISSION MEETING OF J O N Q 9 1997 Resolution No, 97- 41t AGREEMENT DELAYING TENDER AND ACCEPTANCE OF POSSESSION OF THE PREMISES This Agreement is dated as of the day of , 1997, by and between the CITY OF NUAMI, a municipal corporation of the State of Florida , ("Landlord"), and FIREHOUSE FOUR, LLC ("Tenant") WITNESSETH: WHEREAS, the Landlord and the Tenant have entered into an agreement dated April 24, 1997, (the "Lease") in which the Landlord demised and leased to the Tenant, and the Tenant rented from Landlord, the building, located at 1000 South Miami Avenue, Miami, Florida, including all furniture, fixtures and equipment described in said Lease Agreement (the "Premises"); and WHEREAS, under the terms of the Lease, upon receipt of possession of the Premises, and full execution of the Lease, the Tenant is required to pay to Landlord the sum of $219,000 which sum represents prepayment of Minimum Annual Rent for the first 36 months of the Lease Term, (the "Prepaid Rent"); and WHEREAS, under the terms of the Lease, within thirty (30) days of the Lease Date, Tenant, is required to submit to Landlord its plans for the commencement and completion of the construction, and the acquisition and installation of the Leasehold Improvements which are to be at Tenant's sole cost and expense, and are to be completed within ninety (90) days of Landlord's approval of the plans; and WHEREAS, under the terms of the Lease the Tenant is obligated to invest no less than $409,000 for the construction of certain improvements which are described in the Lease and no less than $283,450 for the furnishings, fixtures and equipment, as described in the Lease; and WHEREAS, immediately following the execution of the Lease the Landlord advised the Tenant that it was ready to tender possession of the Premises; and WHEREAS, the Tenant has advised the Landlord that if the Landlord delivers possession of the Premises, the Tenant will subsequently be unable to perform the aforementioned conditions due to financial inability; and JOB:modification,doc 97- 411 6 WHEREAS, the Tenant has requested additional time to secure the funds necessary to perform the aforementioned financial obligations. NOW, THEREFORE, in consideration of the payment to the Landlord of the sum of ten dollars ($10.00), the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual agreements here made and set forth, the parties agree as follows: Section 1. The Tenant hereby requests that the Landlord's delivery of possession of the Premises and the Tenant's acceptance of possession of the Premises be delayed until midnight July 9, 1997 in order to provide the Tenant with the opportunity to secure the financing necessary to perform the Tenant's obligations with respect to the Prepaid Rent. Section 2. The City Commission hereby grants the request, as set forth above in Section 1. Section 3. The Tenant shall use its best efforts to secure the financing necessary to perform the Tenant's obligations with respect to the Prepaid Rent. Section 4. The City shall tender possession of the Premises to the Tenant on July 9, 1997. Section 5. The Tenant shall accept possession of the Premises and pay the Prepaid Rent on or before midnight of July 9, 1997. Section 6. In the event that the Tenant takes possession of the Premises and pays the Prepaid Rent by July 9, 1997, the City and the Tenant will amend the Lease to extend the dates set forth therein for the commencement and completion of the improvements to account for the delay in the tender and acceptance of possession of the Premises. Section 7. In the event that the Tenant is unable to secure the financing within the time stated herein, the Tenant shall not accept possession of the Premises when so tendered by the City, and shall no later than July 10, 1997 serve written notice on the City for the purpose of acknowledging an anticipatory breach by the Tenant under the terms of the Lease. Within (3) days of receipt by the City of such notice of Tenant's anticipatory breach, the Parties shall execute an agreement canceling and terminating the Lease. A JOB:modification.doc 9'7- 411 copy of the form of such agreement is attached hereto as Exhibit "A" and by reference is incorporated herein. Section 8. Except as set forth herein, all of the terms and conditions of the Lease are and shall remain in full force and effect. Section 9. Time is of the essence with respect to the performance of every provision of this Agreement in which time of performance is a factor. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective authorized officers as of the day and year first above written. By: WALTER J. FOEMAN City Clerk ATTEST: LIM APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JOKES, III City Attorney F:Firehouse/modificationJOB M moditication.doc By: EDWARD MARQUEZ City Manager FIREHOUSE FOUR LLC, a Florida Limited Liability Company By: KIMBERLY DRISCOLL Controlling Member Manager 97- 411 CANCELLATION DUE TO FINANCIAL INABILITY This cancellation and termination agreement dated , 1997, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida ("Landlord") and FIREHOUSE FOUR, LLC ("Tenant") WITNESSETH: WHEREAS, the Landlord and the Tenant have entered into an agreement dated 'April 24, 1997, (the "Lease") in which the Landlord demised and leased to the Tenant, and the Tenant rented from Landlord, the building, located at 1000 South Miami Avenue, Miami, Florida, including all furniture, fixtures and equipment described in said Lease Agreement (the "Premises"); and WHEREAS, under the terms of the Lease, upon receipt of possession of the Premises, and full execution of the Lease, the Tenant is required to pay to Landlord the sum of $219,000 which sum represents prepayment of Minimum Annual Rent for the first 36 months of the Lease Term, (the "Prepaid Rent"); and WHEREAS, under the terms of the Lease, within thirty (30) days of the Lease Date, Tenant, is required to submit to Landlord its plans for the commencement and completion of the construction, and the acquisition and installation of the Leasehold Improvements which are to be at Tenant's sole cost and expense, and are to be completed within ninety (90) days of Landlord's approval of the plans; and WHEREAS, under the terms of the Lease the Tenant is obligated to invest no less than $409,000 for the construction of certain improvements which are described in the Lease and no less than $283,450 for the furnishings, fixtures and equipment as described in the Lease; and WHEREAS, immediately following the execution of the Lease the Landlord advised the Tenant that it was ready to tender possession of the Premises; and WHEREAS, upon the Landlord's offer to tender possession of the Premises Tenant advised the Landlord that if the Tenant accepted possession of the Premises, the Tenant would subsequently be unable to pay the Prepaid Rent due to financial inability; and J0B:cance11ation(30)day.doc EXHIBIT A--, 97- 411 WHEREAS, the Landlord and the Tenant entered into an agreement dated whereby the Landlord granted the Tenant additional time to secure adequate financing to meet its financial obligations under the Lease subject to certain conditions; and WHEREAS, the period of additional time has now expired and Tenant has given the City written notice stating that the Tenant is unable to pay the Prepaid Rent and has acknowledged that the Tenant, if given possession of the Premises, will be in breach of its obligations under the Lease; and WHEREAS, both the Landlord and the Tenant now wish to cancel the Lease and to release each other from any and all obligations of either party under the Lease. NOW, THEREFORE, in consideration of the payment to the Landlord of the sum of ten dollars ($10.00), the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual agreements here made and set forth, the parties agree as follows: 1. The foregoing recitals are true and correct and are made part of this Agreement. 2. The Lease, previously executed between the Landlord and the Tenant and afterwards more particularly described, is terminated and canceled and shall be of no further force, and the Tenant releases, relinquishes and quitclaims to the Landlord any and all right, title, interest or demand possessed or claimed by the Tenant in or to the Premises covered by the Lease. Each party to this agreement and the agents, officers, and representatives of each and all of them are released from any liability, past, present and future, of whatever kind of character, by reason of or growing out of or arising or existing in connection with the execution of the Lease or any terms or provisions of it, or by reason of the breach, or anticipatory breach, or conduct or activity resulting in breach or anticipatory breach, of any of the terms or provisions of the Lease. The Lease referred to is that Lease agreement dated April 24, 1997, in which the Landlord demised and leased to the Tenant, and the Tenant rented from Landlord, the building, located at 1000 South Miami Avenue, Miami, Florida, including all furniture, fixtures and equipment described in said Lease, legally described as follows: JOB: cancel Iation(30)day.doc 97- 411 1 Miami (A.L. Knowlton) South, Block 74, North 100 feet of Lots 2 and 3. Folio No. 01-0207-040-1010 IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers as of the date first above written. By: WALTER J. FOEMAN City Clerk ATTEST: By: APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JONES, III City Attorney F: Firehouse/cancellation(3 0)day. do cJOB JOB:cancellation(30)day. doc By: EDWARD MARQUEZ City Manager FIREHOUSE FOUR LLC, a Florida Limited Liability Company By: KIMBERLY DRISCOLL Controlling Member Manager 97- 411