HomeMy WebLinkAboutM-96-0336F
GRto ✓E KEY MAKINA INC
3335 PAN AMERICAN DRIVE, DINNER KEY, MIAM1, FLORIDA 33133
OFFICE: (305) 858-6527 bOCKMAs7ER: (305) 854-9389 FAX: (305) 858-0250
May 10, 1996
Mr. Cesar H. Odio
City Manager 31
City of Miami
3500 Pan American Drive
Miami, FL 33133
Dear Mr. Odio:
We have an opportunity to generate some significant new
revenues for the City by reopening the ship's store and selling
new and used boats and outboard motors.
i We have been negotiating with Al Durrett, Jr., the
owner of Fish -Tale Marina in Ft. Meyers Beach and Jerome A.
Johnson, owner of Pompano Beach Marine Center. I have personally
inspected both marinas and they are long established, well run
and successful. Their prime interest in our location is as an
outlet for the lines of boats and motors they carry -- Grady
White, Johnson and Yamaha. As partners in this venture, they are
willing to operate the ship's store, but only if they can sell
boats and motors. The existing ship's store sublease does not
permit the sale of boats and motors, so they need a new sublease
for that operation. Our Lease Agreement with the City requires
that the City Commission approve any new sublease. And that is
the reason for this letter.
Because 'the summer season is fast approaching and the
marine manufacturers need a firm commitment for purchases of the
new 1997 line of boats and motors, we have a major time problem.
The solution is to have the opportunity to present this item,
i.e., a sublease for the sale of boats and motors, to the
Commission for their approval at the May 23rd meeting.
Having been advised that the regular Consent Agenda for
that meeting has just closed; I hereby request the opportunity
for Grove Key Marina to make a personal appearance on the 23rd.
I have already submitted a copy of the proposed new
Sublease to the Office of Asset Management. This sublease is
essentially the same as the one that the Commission approved in
1979 for boats sales, but which has since expired. Aside from
the standard safeguards, the most significant consideration is
that the rent will be a guaranteed minimum of $1,000 per month or
One Per cent of gross sales, whichever .is greater. This rent is
divided 50/50 between the City and Grove Key. When this boat
sales sublease is approved, then they will also take over the
ship's store sublease (by assignment not requiring City
approval). The ships store rent is $2,000 per month, also split
50/50 between the City and GKM. There are renewal options to
coincide with the term of our lease, roughly sixteen more years.
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Therefore, the City can expect an minimum rent of $1,500 per
month _.=or $18, 000 per year. Because we believe these are
successful operators (their marinas are #1 and #2 in the U.S. in
sales of Grady White boats) we believe the revenues generated by
.the to of gross sales will far exceed the $1,000 monthly minimum.
In that event the income to the City from the two operations --
boat sales and ship's store - will be significantly greater than
$18,000 annually.
This sublease is very much in the interest of the City,
as well as Grove Key. Because we are up against a deadline
imposed by the boat manufacturers, the only sure way to obtain
these people as tenants is to have this item presented to the
Commission on the May 23rd meeting, rather than wait for the
first regularly scheduled meeting in June, approximately June
13th .
Any help that you can give to get us on the agenda on
May 23rd would be very greatly appreciated.
A copy of the sublease is attached. If you have any
questions or require further information, please call me.
Sincerely,
Scott A. Wessel
President
cc: Vs. Elvi C. Gallastegui
Mr. Eduardo Rodriguez
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SUBLEASE AGREEMENT
This Sublease Agreement, by and between GROVE KEY MARINA, INC:, a•F,lorida
corporation (hereinafter "GKM") located at 3385 Pan American Drive, Miami, Florida 33133, and
COCONUT GROVE YACHT AND BROKERAGE, INC., a Florida corporation (hereinafter
"CGYB") located at 3375 Pan American Drive, Miami, FL 33133, made this day of
, 1996:
WITNESSETH
1. Sublease: GKM hereby grants to CGYB a sublease to operate, at GKM's premises on
Dinner Key, Miami, Florida, the base of its operations for the sale of new and used boats, outboard
motors and the sale of such marine equipment which is included in a boat as part of an overall sales
package.
2. Sales: CGYB will keep copies of all sales contracts on the premises and will make same
available to GKM and the City upon reasonable request.
3. Term: The term of this Sublease shall be from the date of its execution by the parties
hereto, to and including May 31, 1997. Commencing on June 1, 1997, the Sublease may be renewed
at the option of CGYB for three consecutive terms of four years each, and a final term ending on June
22, 2012 or the date that the Lease Agreement between GKM and the City of Miami (hereinafter
"CITY") is terminated, whichever shall occur first.
4. Rent: In consideration of the rights granted herein, CGYB shall pay rent to GKM of one
percent (1%) of the Florida Sales Taxable amount of the sale of new and used boats, outboard motors,
and marine equipment. In addition there shall be a minimum guarantee of $1,000.00 per month on a
cumulative basis, i.e., by the third month of the Sublease year, the total fee shall be a minimum of
$3,000.00, so that by the end of the Sublease year, at least the minimum guarantee of $12,000 will
have been paid by CGYB to GKM. The minimum guarantee shall be adjusted annually by the
percentage of increase, if any, of the Consumer Price Index (Miami/Ft. Lauderdale, All Items, Base
Year 1982-84=100) for the most recently available twelve month period.
Paragraph 14 of the April 1, 1976 Lease Agreement (hereinafter the "LEASE") between GKM
and CITY requires that the City Commission approve any Sublease entered into by GKM. This
Sublease between CGYB and GKM shall not be effective until it has been consented to and accepted
by virtue of written authorization granted by the CITY.
It is mutually agreed by CGYB and GKM that, as consideration to the City for its approval of
this Sublease, any revenues paid to GKM as percentage fee or minimum guarantee shall be divided
equally between GKM and CITY and that GKM will forward the CITY's 50% portion with the
monthly lease payments that GKM makes to the CITY under the terms of the LEASE between GKM
and CITY. In addition, CGYB shall pay GKM the Florida Sales and Use Tax (currently 6.5%) on the
monthly amount due and GKM shall forward this sales/use tax to the appropriate authority.
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Not..i,ncluded in the gross sales shall be any sale to a licensed boat dealer within or without the
United States. Provided, however, that the invoice for such excluded sale shall reflect evidence that
the purchaser is a licensed boat dealer, including but not limited to, the emplover's identification
number and/or the Florida sales tax certificate number of the purchaser. Also not included in gross
sales shall be taxes which are collected on behalf of a governmental body which are separately stated
on contracts or invoices and are forwarded to such body. All equipment included xvith the sale of any
boat shall be included in computation of gross sales.
All payments due under this Paragraph shall be paid monthly not later than two business days
prior to the 15th of the month after the end of the month in which the sale was completed. A sale is
considered to be completed when payment in full has been received by CGYB. A deposit on a boat
shall not constitute a sale unless the deposit is retained by CGYB for any reason.
CGYB shall not open any other office for the business contemplated herein within Dade
County, Florida. This Agreement shall pertain to all boats and equipment sold by CGYB's office in
Dade County, whether stored at GKM or elsewhere. In the event that CGYB maintains one or more
offices outside Dade County, this Agreement shall not apply to sales made from such offices. For the
purpose of this Agreement, the sale shall be considered to have been made in Dade County if any of
the following have occurred there: the buyer was shown the boat, made a deposit on the boat, or
entered into a contract to buy or sell the boat.
5. Premises:
A. The premises to be subleased to CGYB shall be an office space of approximately
100 square feet located in the northeast portion of the south hanger as per Exhibit 1
attached;
B. By separate agreement, CGYB shall negotiate with the tenant of the Ship's Store
for access to said office and for any display space for CGYB's outboard motors, to
be displayed within the premises subleased to the Ship's Store
C. Any improvements to the realty by CGYB shall first be approved in writing by
GKM and shall be paid for entirely by CGYB and shall become part of the realty
owned by the City of Miami upon completion of construction. It shall be the
responsibility of CGYB to obtain all permits necessary for any such construction.
6. Taxes. CGYB shall be responsible to pay all taxes of any nature which juay be imposed
on its personal property, ad valorem taxes on the real property included in its sublease, intangible
taxes, or any other taxes which are imposed on or related to the property subleased herein. CGYB
shall be responsible for its own employees and shall be responsible for all Federal, State and local
taxes, including any ad valorem taxes pertaining to its property, operations and the area which it
occupies, and for all insurance requirements on all its agents and employees including but not limited
to workman's compensation, F.I.C.A., Federal and State unemployment taxes. On demand CGYB
shall supply GKM with evidence of compliance with this Paragraph.
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7. Hold Harmless: CGYB will indemnify and hold harmless GKM and CITY for any action
arising from the activity of CGYB or its employees or agents, including, but not limited to, attorneys
fees and costs incurred in the defense of any claim or demand, and including. without limitation, any
damage or injury caused during the demonstration of a boat or against any product sold by CGYB.
CGYB will meet the following insurance requirements with a company acceptable to GKM and the
CITY:
A. General liability insurance including products and completed operations liability
insurance for not less than $500,000 per person, $1,000,000 per incident and
$50,000 property damage
B. Automobile liability insurance of $300,000
C. Workmen's compensation - statutory limits
CGYB shall arrange for GKM and the City to be named as additional insureds and provided with
certificates of insurance from the insurer and agreement by the insurer to provide thirty (30) days
notification in the event of cancellation of any insurance policy.
8. Repairs and Sale of Hardware: CGYB shall not conduct any repairs or sale of marine
equipment, supplies or hardware except under the following conditions:
A. Preparation of new or used boats owned by CGYB
B. Warranty work on boats sold by CGYB
9. Storage Rates: CGYB agrees to pay the current rates then in effect for storage, hauling
and launching and off-loading/loading trucks. All boats owned by CGYB or on a sales consignment
agreement shall pay regular storage rates, i.e., CGYB shall receive no discount on storage rates. CGYB
shall execute a standard storage contract on GKM's form then in use for all said boats stored at GKM,
and the terms of the storage contract shall apply to all said boats. Repair work to be done by GKM
for CGYB must be authorized in writing by CGYB on a standard GKM Repair Work Order, and
CGYB agrees to pay for said repairs upon their completion.
10. Fuel purchases: CGYB shall be permitted to purchase gasoline through its authorized
representatives on a credit basis, to be billed monthly, with payment due by the fifteenth of each
month. In the event that GKM has not received payment by that date, then no further credit shall be
extended to CGYB and all fuel sales shall be on a cash basis only.
11. Audit: The financial records of CGYB shall be kept on the premises and shall be subject
to audit at any reasonable time by GKM or CITY. A photocopy of the monthly Florida Sales Tax
report shall be given to GKM each month with the payment of the monthly fee (percentage or
minimum guarantee).
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12. Existing Lease: CGYB is aware of the terms and conditions cf the LEASE Ix ween GKM
and CITY, as amended to dat-, and of the Sublease between CiKM and Ship's Store: and Tackle, Inc.,
as assigned to Coconut Grove Marine Parts and Tackle, inc CGYB agrees not. ro take any action
whi6h would cause GKM to be in default of that LEASE �r the Ship Sore's SUBLEASE. and any
such action taken by CGYB shall constitute a dcfault of this Sublease. 1 � the e�c�nt that the 1..I .ASL:
between C;KM and the CITY or the SUBLEASIE bet,,veen Gi:lv,I and SI11P'S ST(.)1ANI I) TACK LL.
INC.(or its successors or as.>igns) is terminated. then this Sublease Agrxmcnt h,nween GK%I and
CGY13 shall' be automatica"y terr �inated, and neither party hereto shall hsve a ca(.r;e of;�ctiOn ahainst
the other as are,;ult of such termina)i,an, unless such tcr171111,1001 resulted 'Toni the action : VB.
13. Licenses: CGYB shall obtair.� ali necessary [afcral. Mate rud loctll lircnre:, and st ali
post any and all bonds 4vhich are required to ccanduct the business contcir plrltcd I,, the �uhleasc
14. Assitnnaent: This Sublease Agreement or any of its rights, dt tie or uli =aliens created
herein may not be assigned by CGYB unless written pernwsion he's first well oht;:incd fscrrri GKN1
and the City .Manager or his designee, which permission imy be denied tiff arn• re�arnn i+.frr tcocvet.
Any assignment by CGYB without raid written permission from G :M anal the Ci'�v. ., ;all
automatically void this Sublease Agrees ic-it
15. Voting (Control: If at any time during the period of this S ibleaw. ti potsotrr, vdio
presently own a majoriv: ofthe shares of CGYB sell or transfer such shards ,)r c ieot,,.- ;t votintt trues in
favor of a third person, without having first obtained the written perrission ol' (iK N w1oc ii ns;ty by
denied fur any reason, then this Sublease Agreement shall be automaticallyc�r In)in;ovd, 1't i((.1(( ths°
time of execution of this Sublease, CGYB shall provide GKNI wi0i the nvneand ad
officers, directors and shareholders, and their respective interests.
16. Sirsiiinr Riglits: GI',M shall not enter into an agreernent with it y othct In!i:too or entity
during the terns of this Agreement, for the sale of new ;and/or used boats fr• )nt (il: 11' , Ilrr°m i, s", ors
Dinner Key, Miami, Florida.
17. Security Deposit: CGYB Neill deposit Three thous-, rid Dollars ( , ,000,I)lt i �tiith l ih:h1 ;z ,
security for the performd.ice of this Agreement and the payment of all fees clw or iirl ( i;lb hcclmtr
due, and said deposit &%all be refundable at the termination of this A:!rcc nicnt i ` A I c'(Oldill((tt4
contained herei;,i have been met.
18. Utilities: CGYB shall be responsible for its telepholic ;:cud tOr th - c((,,t of It s rlc-(•11 is icy,
which shall be separately metered. CGYB shall further he respc)nsi1Ae liar pt tiros.,. it. (inchldirtl.F
cartons which have been opened flat) in a container to be provided by (Ik N 1 ;md 1,,; nlaint.nninti its
office and boats display area in a clean and safe manner.
19. AncislarvActivi : It is GKM's intention in entering into this A, AT11lctlt to provide itu
activity, namely the sale of new and used boats, and outboard niotors, which is incidcnial to tale overall
olperation of the marina. Th(° activities of CGYB shall not interlore with the b;lsic public purpose of
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the marina ivhi,,h is the dry storage of boats up to and including; tv✓enty-r.,ight (28) feet in 'length, as
well as their launching; and hauling.
20. Rtfles and Re-mlations:_Prohibited Activities
GKM r,serves the right to establish rules and regulations governing CGYB's activities so that
those activities do not interfere with the activities of GKM or its sublessees, invitees, employees or
customers. In tyre event that CG`i B does not comply with said rule:, and regulations or conducts its
business in a manner whic,.h, in the opinion of GKM, directly or indirectly interferes with or causes
damage to GKN', its operation or reputation, then GKM shall first advise CGYB to cease such activity.
I1'CGYB does not forthwith cease the activity, then GKM shall notify CGYB in writin that it is in
d.-fault of this A g,reeiuent.
CGYB k prohibited from selling marine supplies or marine r r engine parts or equipment that
is currently beir,.g sold or would normally by sold by the GKM repai:r service or by the sublessee of
thi, Ship's Store, unless these items are included in a boat as part of art overall sales package.
CGYB shall not, nor shall it permit or suffer any of its office:-s, employees or agents, to engage
in any i Hegal ael ivity, or any activity which will constitute, a violation of the Lease with th;; CITY or
the SUBI_:. A.SE, between G1,:M and the: operator of the Ship's Store under its Sublease.
:21. Deija3ilt: GKM shall have the option, at its sole discreton, to terro.inate this Sublease in
the everit of any of the following:
A. If.'C'GYB does not pay the monthly fee when due on d.te fifteenth of each month, and
it has not been paid within 10 days thereafter;
B. If CGYB shall suffer to be filed against it an involuntary petition in bankruptcy or
shall be erdjudged voluntary or involuntar;✓ bankrupt or make an assignment for the benefit of
creditors, or there shall be appointed a receiver to take charge, of the premises in either State
Courts of the Federal Courts;
C. If CGY13 shall fail to keep and perform any other condition, stipulation or
agreeme it contained herein.
In tht+ event of termination., GKM shall have the right to re-enter the premises and cause CGY3's
property to be re roved and stored elsewhere at CGYB's expense, and. to apply the Secrufity Deposit
against an;, amounts due GKM or incru-red by GKM in removing CGYB's prope, Ly from the premises.
CGYB hereby waives any and all notice of default and agrees to pay the cost of
collection and reasonable attorneys' fees, including appellate attorneys' fees, in connection with any
default of CGYB under the terms of this Sublease, whether or not suit is filed.
22. Surrender of Premises: Upon termination of this Agreement. CGYB agrees to promptly
and peacefully surrender that portion of the premises which it is then occupying, in good condition,
ordinary wear and tear excepted. Payment sliall be made to GKNl of any amount then due and owing,
after which all boats and equipment belonging to CGYB shall be promptly removed. Following that.
if there are no further amounts due GKM by CGYB, the security deposit shall be returned to CGYB.
23. Attornevs' Fees: In the event of any litigation between the parties to enforce any of the
terms or provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees.
24. Notices: Any notice required by this Agreement shall be deemed sufficient if made in
writing and mailed, certified mail -return receipt requested to the parties at the address set forth at the
beginning of this Agreement, or by telefax or hand delivery to any officer or director of GKM or
CGYB.
25. Entire Agreement: Modification: This Agreement constitutes the entire agreement
between the parties and supersedes any oral or written understandings. This Agreement may not be
amended or modified except in writing signed by the party to be charged.
26. Time of the Essence. Time is of the essence in the performance of any of the terms and
conditions of this agreement.
27. No Partnership. Nothing in this agreement is intended to, nor shall it be, construed or
interpreted so as to deem the parties as partners or joint venturers.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and
year first above written.
GROVE KEY MARINA, INC. COCONUT GROVE YACHT AND BROKERAGE, INC.
By:
Scott A. Wessel
President
(Corporate Seal)
By:
Al Durrett, Jr.
President
(Corporate Seal)
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