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HomeMy WebLinkAboutR-84-06596lil/ft4 '. RESOLUTION NO.""`i�.. ' A RESOLUTION AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE THE ATTACHED AGREE- MENT WITH RESTAURANT ASSOCIATES INDUSTRIES OF FLORIDA, INC. TO PURCHASE ALL RIGHT, TITLE AND INTEREST TO LEASED RESTAURANT FACILITIES AT MIAMARINA FOR THE SUM OF $21650,000, TO BE PAID AT THE TIME OF CLOSING UNDER SAID AGREEMENT, SAID SUM TO BE REPAID TO THE CITY BY THE ROUSE COMPANY AT THE TIME OF TRANSFER OF POSSESSION OF THE LEASED PROPERTY FOR THE DEVELOPMENT AND OPERATION OF THE BAYSIDE SPECIALITY CENTER; FURTHER, RATIFYING THE CITY MANAGER'S EXECUTION OF THE ATTACHED CONSENT TO ASSIGNMENT BY MIAMARINA ASSOCIATES, LTD. OF ITS INTEREST IN THE LEASE DATED MAY Sr 1970 BETWEEN THE CITY AS THE LESSOR AND RESTAURANT ASSOCIATES INDUSTRIES, INC. AS LESSEE, AS AMENDED, TO RESTAURANT ASSOCIATES INDUSTRIES OF FLORIDA, INC. WHEREAS, the City Commission determined in March, 1983, that it was advantageous to the City to develop the City -owned land parcel containing approximately 16 acres located adjacent to Biscayne Boulevard and Miamarina as a waterfront specialty center, and authorized the issuance of a request for proposals; and WHEREAS, the request for proposals included an option for proposers to buy out the remaining term of a lease of City -owned restaurant facilities at Miamarina between the City and Restaurant Associates Industries, Inc. for the pre -negotiated sum of $2,650,000; and WHEREAS, on December 15, 1983, the City selected The Rouse Company as the successful proposer to develop and operate the specialty center; and WHEREAS, The Rouse Company has determined to exercise the buy-out option as part of a lease agreement between The Rouse Company and the City to develop and operate the speciality center; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY CITY COMMISSION MEETING OF JUN 14 IM p RESOLUTION Ifo. 84765 REMARKS. `-- .ice - frOA z 4w'� ii W Sct3:on 1. The City Manager is hereby authorized as directed to execute an agreement with Restaurant, Associate#, lridustries of Plorida, Inc. to purchaser for the sum, ot $2,650,000,, all right, title and interest under the lease agreement for the restaurant facilities located at Miamarina. Section 2. The City Manager is hereby authorized to pay the sum of $2,650,000 to Restaurant Associates Industries of _ Florida, Inc. at the time of closing under said agreement, said sum to be repaid to the City by The Rouse Company at the time it takes possession of the leased property for the development and operation of the Bayside Specialty Center. Section 3. The Commission hereby ratifies the City Manager's execution of the attached Consent to Assignment by Miamarina Associates, Ltd. of its interest in the lease dated May 5, 1970, between the City as lessor and Restaurant Associates, Inc. as lessee, as amended, to Restaurant Associates Industries of Florida, Inc. PASSED AND ADOPTED this 1` 4th_ day of June , 1984. TTEST: Maurice A. Ferre Q MAURICE A. FERRE, Mayor RA . ONGIE CI Y CLERK PREPARED AND APPROVED BY: — I � IRIAM MAER ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: ♦ 4 Ingo OSE GARCIA—P ITY ATTORNEY GMM/wpc/ab/283 F, 84-659. — t �� �f�.r� k 'f S .. ' � 4'� S•j`L�`-� i k i�3 ! )i�; �R�i" ���5 �p � �. .,;�; — ,,tint" k OF.- k fit k y� �sn•-9. .s 5 -. t x .. ,. .. ������\� i 1 ;a�. gtt embht Lthter4d ifiah dad pine, ig , ' the ` Ci�y' `off` i�ia�i, a milhioipai corporation 6f tha and kestaorant A680ciatea Inddstii16a 'iorida;' a `i lorida Corporation, ('"LE$EEE" ). ;ate W I T N E S S E T H WHEREAS, CITY and RESTAURANT ASSOCIATES INDOSTRIES, INC. ("RAI") have heretofore entered into a certain lease agreement dated May 5, 1970, wherein RAI leased from CITY certain real property described therein (the "Premises") located in Bayfront Park, Miami, Plorida; and WHEREAS, RAI assigned such lease agreement to LESSEE who in turn assigned such lease agreement to Miamarina Associates, Ltd. who reassigned such lease to LESSEE (such lease agreement, as amended, hereinafter referred to as the "Lease"); and WHEREAS, CITY has selected The Bayside Limited Partnership (the "Developer") to develop a unified development project to be known as Bayside Specialty Center (hereinafter referred to as "Bayside") pursuant to a unified development project proposal submitted in response to a request for proposal for the planning and design, construction, leasing and management of Bayside under 84-659. . JJLUJJCL 1-y 0 LLLG rVbtOG vVitW4++� qq a } � ��� i - "�-1- } �� �� rst „a �. ti3-�£�"i't r.{v.il��'h f a �'x �k���•+� , .*7 ii6h, "t6 leasia of roe nt with C .. o-the Ue6se,• Otovfdes that LNAO��` si �i1 `'tis�``8 * s a`r �t 6U thc 'Pr"iies for the b`''61'iduet` of $. r6 t6ftent 11�1��" ihdidotital thereto and : that such use shall be 6*alusfv6" `1kftd that CIT-=shall;noty without the written consent of LBBBBBauthorit the stele of food or beverages by others in the Premises . oar Nithib the Ar6i described in Exhibit B (the "Restricted PremiseB") attached to the Lease; and WHEREAS, CITY has decided to buy the Lease so as to afford it and the Developer latitude to deal with the Premises unen- cumbered by the Lease. NOW, THEREFORE, CITY and LESSEE do hereby agree as follows: 1. The parties agree to be bound by this agreement and to execute any and all other documents necessary to effectuate the transactions contemplated herein. 2. CITY agrees to buy from LESSEE and LESSEE agrees to sell to CITY all of LESSEE'S right, title and interest to the Lease for the sum of $2,650,000 payable at Closing, which shall be within 30 days from the date of execution of the lease agreement between the CITY and Developer and the execution of all exhibits attached thereto, or as set forth in paragraph 3. 3. The Closing shall be at the office of the City Manager of the CITY on the earlier of (i) the date referred to in -2- 84-659 . 1 _ �._ �_...,_.._,,..---- �_ .•.„ awuoc �.vuarauv wd..L-L wdY tD tAe laity :�L , b :)U , UUU at that l � 43, t.k yy Vitt i �J► �'! i t � i) July sa ` 2 9 i _i �yYelve�y ry.�a y CIY y� y� j{ p�itt }t - E 1 - M Y i• L tV i �n a�0i� �l �Y-'V 'All s W.� tight V '*'� ai itle and inter+ at in the Llase, and the CITY and RAI and tagast will a �^a yam. off. #lusbetg � o ���Y►an�� ��ne��►i tiei�a�a�s ir► the form The Parties agree that the continued operation by LESSEE of the Premises shall be under the same terms and condi—'` tibr►a as those of the Lease, together with the following provisions: } (a) LESSEE shall vacate the premises upon the earlier of (1) 60 days after notice from the CITY or (11) 60 days after notice from LESSEE. (b) LESSEE shall continue to operate such portion of the Premises as are presently referred to as the Dockside Terrace Restaurant as 'such restaurant; the remainder of the Premises may be used to operate Reflections on the Bay or for any other lawful use. LESSEE shall retain title to all the chattels, furnishings, furniture and equipment for which it paid and are now located in the Premises, exclusive of the air conditioning equipment which shall remain the property of the CITY. (c) LESSEE shall be responsible for routine repairs to the exterior of the Premises; CITY will be responsible for major repairs to the exterior of the Premises. IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed with all the formalities required by law on the day and year first above written. -3- 84-659 . �.�� _� ��-._._. �a+rr_iiuis.ac ► uauuoaav rnaT W111 u.ev t.C) tall+ t.t Tv J/.. nnu . U11t1 AT city Clerk City NtanA�+�Y RESTAURANT ASSOCIATES INDUSTRIES or 1�I,ORIDA, INC. ATTIST t ecretary APPROVED AS TO FORM AND CORRECTNESS: JOSE GAR IA-PEDROSA /City Attorney RNS/wpc/pb/145 By 4114� LE TER KLEPPE , Te-neral counsel for Restaurant Associates Industries of Florida, Inc. -4- 84--659. . ".! +'bWVAb71Z- %.uuWaI1V wit 1 nAv Vr% 4-ho ri i-ir On C CA AA^ _ � + +- - V a *a if The city of Miamit Florida# a municipal corporation of the ` Mate of Florida, hereby Consents to the assignment by Miamarifti 't asBociateb, Ltd., a Florida limited partnership, of.its interest T: ` in the lease dated May'5 1970 between the City as Lessor and 'ReAtaurant Associates Industries, Inc. as Lessee, as amendedt to ,_x Restaurant Associates Industries of Florida, Inc., pursuant to the Assignment and Assumption Agreement annexed hereto. Y APPROVED AS TO FORM AND CORRECTNESS: SE GARCIA-PEDROSA City Attorney THE CITY OF MIAMI, FLORIDA a municipal Vorporation of the Stat a By HUWAW V . RY City Manag r ATTEST: By C ` LP ON IE 01 City Clerk 84-659. . property. 111C ZWLL.Z)C %-U1ttVCLA&X will tOCAJ dr" OF MIAMI. OrLORIOA IN'i SR-OrFICB MEMORANDUM i o. honorable Mayor and DATE: Inu: Members of the City ..Commission su•JECT: Restaurant Associates Industrisal"_ of Florida, Inc. Lease Buyout for June 14, 1984 City Commission';. FgoM, Meeting Howard V. Gary REFERENCES: City Manager Buyout Agreement, Resolution, ENCLOSURES: Appropriations Ordinance The accompanying Resolution and Ordinance requests the City Manager be authorized and directed to execute an agreement with Restaurant Associates Industriese of Florida, Inc. to purchase for the sum of 0 all rights t tle and interest to leased restaurant tacility pro ernes at Miamarina, and further to authorize the city manager to pay to Restaurant Associates Industries of Florida, Inc. the sum of $650,000 as partial pa ent at the time of execution of said agreement as a loan trom, Capital Improvements Funds to be re aicT— rom the sum o to be ai to Me —City by The Rouse Z!om—pany at the time of their possession o of the leased pronmt for the development and operation of the Bayside Specialty Center. The City's request for proposals for the development of a waterfront specialty center at Miamarina issued in March 1983 included the option for proposers to buy out the Restaurant Associates lease of City -owned Miamarina restaurant facilities for the pre -negotiated sum of $2,650,000. The Rouse Company, the successful proposer, will exercise this option by the payment to the City of $2,650,000 at time of their possession of the property for the development of Bayside Specialty Center included in the agreement between the City and The Rouse Company to be March 10, 1985. In order to execute the lease agreement with The Rouse Company, the City is required to deliver an executed agreement with Restaurant Associates for the buyout. The Restaurant Associates agreement requires the City to make a partial payment of $650,000 at closing, the remainder to be paid when The Rouse Company takes possession of the leased property. The Rouse Company will pay to the City $2,65C,000 at that time and the City will recapture the $650,000 partial payment. 84- 659. I ME* T 4.1 1 �a k Hnnoreble May© -and of theCity Members conmission Page TWO establishes a Bay Advance project within 650,000 from the City The attached ordinance in order 2 650,000 payment. the Capital ImprovThenRouse dCompany $ to loan to be repaid from The that the Commission authoritaurang Associates Industries It is recommended t a reement with Rof $650#000 as a loan Manager to execute an gtheir approval of Florida, Inc- and authorize Nanexpenditure further ratify from Capital Improvement runds'to assign their interests to Restaurant for Miamarina Associa • Associates Industries of Florida, Inc,