HomeMy WebLinkAboutR-79-010155
RESOLUTION NO. 7 9- 1 0 1
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE AN AMENDATORY AGREEMENT (AMEND-
MENT NO. 2), AMENDING AN ORIGINAL LEASE AGREE-
MENT WITH RESTAURANT ASSOCIATES INDUSTRIES,
INC.; SAID AGREEMENT HAVING BEEN ASSIGNED
AUGUST 1, 1970 TO ST. CLAIRS OF NORTH MIAMI,
INC., WHOSE FIRM NAME WAS SUBSEQUENTLY CHANGED
TO RESTAURANT ASSOCIATES INDUSTRIES OF FLORIDA,
INC.; SAID ORIGINAL AGREEMENT PROVIDING FOR THE
LEASE OF THE RESTAURANT FACILITY AT MIAMARINA.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is hereby authorized to
execute an Amendatory Areement (Amendment No. 2), amending
an original Lease Agreement with Restaurant Associates
Industries, Inc.; said Agreement having been assigned August 1,
1970 to St. Clairs of North Miami, Inc., whose firm name was
subsequently changed to Restaurant Associates Industries of
Florida, Inc.; said original agreement providing for the
lease of the Restaurant Facility at Miamarina.
PASSED AND ADOPTED this 22 day of FEBRUARY
1979.
"SUPPORTIVE
DOCUMENTS
FOLLOW"
ATTEST:
CZ-e_
RAL H G GIE, CITY CLERK
PREPARED AND APPROVED BY:
TERRY V. PECY
ASSISTANT CITY ATTORNEY
MAURICE A. FERRE.
MAYOR
APP'! D AS TO FORM AND CORRECTNESS:
GEORG. F. KNOX, JR., TTORNEY
"DOCUMENT/ NDEX
ITEM NO.
CITY COMMISSION
MEETING OF
FEB3 2 iu,v
asaunoN No.7 9 - 1 0
.fl
58
...TV OF !.1 A7.11,
`a i �:i•��F!CC ;,IEMOr ANDUM
Joseph R. Grassie
City Manger17((,;f
/
ROM:
Vincent E. Grimm, J
Assistant City Manager
DATE February 16, 1979
,;,F)JF:cr Suggested Amendment to Restaurant
Associates' Lease--Miamarina
HENCEd.
1
On January 18, 1979, the City Commission by Motion #79-11 instructed
you to formalize negotiations with Restaurant Associates on the
basis of material previously submitted to the City Commission in
writing, and to encompass the following three items:
1. That it would increase the level of percentage that the
City is getting;
2. Requiring that Restaurant Associates expend $350,000 on
improvements within one year and $1,200,000 over the total
length of the contract;
3. Further requiring that Restaurant Associates immediately
pay $175,000 in back rent and become current, and that
this amount be put in a reserve account from which the
City can draw for necessary improvements/maintenance of
the facility, provided however, that the City does not
accept, by so doing, any legal responsibility for such
maintenance, and that whatever amounts are expended from
this reserve account for repairs/maintenance of the
facility shall be repaid to the City of Miami by Restaur-
ant Associates over a 5-year period at six percent (6)
simple interest.
There were several different exhibits prepared by Restaurant Asso-
ciates, and I have to assume that the Commission has received copies
of the suggested changes as proposed by Restaurant Associates. The
attached modifications are the end result of the negotiations between
the Manager's Office and Restaurant Associates. In summary, the
revised agreement does the following.
Section 1 revises the number of non-exclusive parking spaces and
reduces the total number of spaces available to the restaurant by
67. This provision further eliminates any conflict between the
restaurant parking and Off -Street Parking Authority's metered spaces
This amendment also provides that in the event future parking spaces
become available, the City will do its best to provide additional
parking for the restaurant.
"SUPPORTIVE -
DOCUMENTS
FOLLOW"
Page 1 of 3
'79-1nt
58
Joseph R. Grassie
City Manriier
i
iROM:
Vincent E. Grimm, J
Assistant City Manager
r_:z•oi-F!C.,*.: ;-, _:NIOR NDUM
DATE February 16, 1979
,;ni:c- Suggested Amendment to Restaurant
Associates' Lease--Miamarina
�.rNENCL�
:.•4_Lo.IJf—U . 1
On January 18, 1979, the City Commission by Motion #79-11 instructed
you to formalize negotiations with Restaurant Associates on the
basis of material previously submitted to the City Commission in
writing, and to encompass the following three items:
1. That it would increase the level of percentage that the
City is getting;
2. Requiring that Restaurant Associates expend $350,000 on
improvements within one year and $1,200,000 over the total
length of the contract;
3. Further requiring that Restaurant Associates immedLately
pay $175,000 in back rent and become current, and that
this amount be put in a reserve account from which the
City can draw for necessary improvements/maintenance of
the facility, provided however, that the City does not
accept, by so doing, any legal responsibility for such
maintenance, and that whatever amounts are expended from
this reserve account for repairs/maintenance of the
facility shall be repaid to the City of Miami by Restaur-
ant Associates over a 5-year period at six percent (6)
simple interest.
There were several different exhibits prepared by Restaurant Asso-
ciates, and I have to assume that the Commission has received copies
of the suggested changes as proposed by Restaurant Associates. The
attached modifications are the end result of the negotiations between
the Manager's Office and Restaurant Associates. In summary, the
revised agreement does the following.
Section 1 revises the number of non-exclusive parking spaces and
reduces the total number of spaces available to the restaurant by
67. This provision further eliminates any conflict between the
restaurant parking and Off -Street Parking Authority's metered spaces.
This amendment also provides that in the event future parking spaces
become available, the City will do its best to provide additional
parking for the restaurant.
"SUPPORTIVE
DOCUMENTS
FOLLOW"
Page 1 of 3
-.79-1"1
Joseph R. Grassie
City Manager
February 16, 1979.
Section 2 clarifies the commencement date of the original lease as
November 5, 1970.
Section 3 allows the lessee to sublease a small portion of the down-
stairs, not to exceed 1,000 square feet, for gift shops or boutiques
and that gross sales from such use will be included as part of the
gross sales of the restaurant concession.
Section 4 deletes the previous provision in the old agreement on
operating hours and makes it an all-inclusive day.
Section 5 revises the minimum rents as follows: $75,000 for the
next five years; $85,000 for the second five; and $100,000 for the
remaining years of the lease. Paragraph B under Section 5 makes
provisions for the payment of outstanding rents. Paragraph C under
Section 5 establishes a percentage rent in addition to the minimum
rents. Paragraph D establishes minimum rent payments in the event
that the revised lease should produce lesser revenues than the
original lease would have. The payments of these lesser rents are
established by paragraphs 1, 2, 3, 5 and 6 under Paragraph D of
Section 5.
Section 6 of the revised lease deletes Article 10 of the original
lease and substitutes: Subparagraph A that the lessee will accept
the structure, equipment and the site in their existing conditions.
Subparagraph B states the lessee will spend a minimum of $1,225,000
by November 4, 1989 and that further, $350,000 of this amount will
be spent in the first year, and that this $350,000 expenditure will
go for major improvements and not for expendable items. Subparagraph
C states the City will deposit $175,000 received from back rent in a
Trust and Agency account. The City will grant to the lessee the
right to draw from this $175,000 for improvements to be done within
one year of the amended lease.. The subparagraph further stipulates
that the lessee shall repay to the City this $175,000 together with
interest in five equal consecutive annual installments of $39,200;
the first payment to take place immediately following the expenditure
of the $175,000 or year, whichever comes first. Subparagraph D
indicates the work will be done according to City standards.
Section 7 revises Article 12 of the original agreement, stating that
when the Manager's approval is necessary, such approval will not be
unreasonably withheld or delayed.
Section 8 amends Article 13 of the original lease stating that the
City will use its best efforts to provide for installation of infor-
mational and directional signs on City property.
Page 2 of 3
Joseph R. Grassie
City Manager
February 16, 1979
Section 10 of the new agreement provides for a minimum of 1% of
gross sales to be spent annually for advertising.
Section 11 of the amended lease adds a new section which gives the
City the right to lease the adjoining marina to a private operator
should it choose to do so.
The above summarizes the amendments, but for further clarity a copy
of the total agreement is attached.
"SUPP P,T1VE
• DOCU!ViENTS
FOLLOW„
Page 3 of 3
79-101
•
THIS AGREEMENT by and between THE CITY OF MIAMI, a
municipal corporation in the State of Florida (the "City"), and
MIAMARINA ASSOCIATES, LTD., a Florida limited partnership ("Lessee")
dated , 1979 (the "1979 Amendment").
WITNESSETH
WHEREAS, the economy of the City is of such a tourist
and recreation orientation that the City has expended the proceeds
of general revenue bonds for the construction of marinas and associated
restaurant facilities for the public purposes they serve, including,
more particularly, the Miamarina, and
WHEREAS, the City, in determining that public welfare and
purposes can better be served by leasing the restaurant portion of the
Miamarina to a restaurant organization with appropriate operational
controls rather than by operating such facility through the City Manager,
on May 1, 1970 entered into an agreement of lease of premises at the
Miamarina (the "Original Lease") with Restaurant Associates Industries,
Inc. ("RAI"), and
WHEREAS, the Original Lease was assigned by RAI as of
August 1, 1970 to St. Clairs of North Miami, Inc., the name of which
was changed to Restaurant Associates Industries of Florida, Inc., and
WHEREAS, the Original Lease, as amended (the "Lease") was
thereafter assigned as of January 2, 1973 to Lessee, and
WHEREAS, circumstances since the execution of the Original
Lease have changed so that the parties desire to hereby amend the Lease
"SUPPORTIVE
DOCUMENTS
FOLLOW"
79- 1 01
-2-
so as more fully to insure that the public purpose will be served.
NOW, THEREFORE, the parties agree to amend the Lease as
follows:
1. The last two paragraphs of Article 1 of the Original Lease
at Page 4 thereof are hereby deleted and the following substituted in their
places:
"The Lessee shall be granted the non-exclusive right to use
the areas designated in Exhibit C-1 revised January 1979, attached hereto
and made a part hereof as set forth in full herein for parking. These
areas are described on said Exhibit as Parking Areas A, B, C and D and
the dimensions of said areas are set forth in said Exhibit C-1 revised
January 1979.
"Exhibits A-1, A-2 and A-3 are schematic drawings of the
restaurant structure. Exhibit B describes the Miamarina general site
and parking for the entire complex known as Miamarina. Exhibit C-1
revised January 1979 describes the Miamarina restaurant site and parking
reserved for restaurant use. The City will use its best efforts to
provide, obtain and cause adequate parking to be made available to the
Lessee."
2. The last sentence is hereby deleted from Article 2 of
the Original Lease and the following substituted in its place:
"The parties agree that the Commencement Date is November 5,
1970."
3. The following sentence shall be added to the first
paragraph of Article 4 of the Original Lease:
-3-
"The City will not withhold its consent to the subletting
or sublicensing by the Lessee of a relatively small amount of ground
floor space not in excess of 1,000 square feet, for gift shop or
boutique purposes. In such event, the rent or licensing fee or other
amount received by Lessee from such gift shop or boutique, rather
than the gross sales of such gift shop or boutique, shall be included
in "Gross Sales" as such term is hereinafter defined.
4. The fourth paragraph of Article 4 of the Original Lease
is amended by striking out of the first sentence the words "morning
commencing no later than 6 a.m. and closing not earlier than the con-
clusion of the dinner hour" and substituting in their place the word
"day".
5. Article 5 of the Original Lease is hereby deleted therefrom
and the following substituted in its place:
"5. Rent:
Lessee shall pay to the City the minimum rent and
percentage rent as follows:
"A. Minimum Rent.
For each of the first five years
of the term of this Lease
For each of the next three years
of the term of this Lease
For each of the next five years
of the term of this Lease
For each of the next five years
of the term of this Lease
For each of the remaining years
of the term of this Lease
"SUPPORTIVE
DOCUMENTS
FOLLOW"
$ 75,000
$100,000
$ 75,000
$ 85,000
$100,000
• 79-101
-4-
"B. The minimum rent shall be paid annually in advance
beginning November 5, 1970 for each of the first five years of the
term of this Lease. The parties acknowledge that an aggregate of
$125,000 of the minimum rent (together with the sales tax thereon)
has been paid for the following three lease years in the period
November 5, 1975 through November 4, 1978. The remaining minimum
rent in the aggregate of $175,000 for such three lease years shall
be paid promptly after the execution and delivery of the 1979
Amendment. The minimum rent for the lease year commencing
November 5, 1978 shall be paid promptly upon the execution and
delivery of the 1979 Amendment. The minimum rent for each of the
lease years commencing November 5, 1979 shall be paid annually in
advance.
"C. Percentage Rent. Commencing with the November 5, 1978
in addition to the
lease year and for each lease year thereafter, the Lessee shall pay to- minimum rent
t-he- i- �s percentage rent for theCitylease year an amount equal
to: (i) 5% of the excess of the Gross Sales in such lease year over
$2'2 million up to and including $3'2 million, plus (ii) 6% of the
excess of Gross Sales in such lease year over $3'-2 million up to and
including $4!,i million, plus (iii) 7% of the excess of the Gross Sales
in such lease year over $41/2 million. Percentage rent shall be computed
annually and paid within 60 days following the end of each lease year
simultaneously with the delivery by Lessee to the City of its annual
report of Gross Sales (the "Annual Report").
"D. Supplementary Minimum Rent.
(1) In the event the payments of minimum and percentage
rent for the first 21 years of the term of this Lease shall aggregate
-5-
less than $2,145,000, the Lessee shall, simultaneously with the
delivery by the Lessee to the City of its Annual Report for the
21st lease year, pay to the City as supplementary minimum rental
for such 21st lease year an amount equal to one -fifth of such
difference. The aggregate of minimum rent, percentage rent and
supplementary minimum rent is hereinafter referred to as "Total
Rent."
(2) In the event the payments of Total Rent paid
to the City for the first 22 years of this agreement shall aggregate
less than $2,265,000, the Lessee shall, simultaneously with the delivery
by the Lessee to the City of its Annual Report for the 22nd lease year,
pay to the City as supplementary minimum rent for such 22nd lease year,
an amount equal to one-fourth of such difference.
(3) In the event the payments of Total Rent paid
to the City for the first 23 years of this agreement shall aggregate
less than $2,385,000, the Lessee shall, simultaneously with the delivery
by the Lessee to the City of its Annual Report for the 23rd lease year,
pay to the City as supplementary minimum rent for such 23rd lease year,
an amount equal to one-third of such .difference.
(4) In the event the payment of Total Rent paid to
the City for the first 24 years of this agreement shall aggregate less
than $2,505,000, the Lessee shall, simultaneously with the delivery
by the Lessee to the City of its Annual Report for the 24th lease year,
pay to the City as supplementary minimum rent for such 24th lease year,
an amount equal to one-half of such difference.
(5) In the event the payments of Total Rent paid to
the City for the first 250rs,uf`Jt,k1 g-,agrpoment shall aggregate less
79-101
-6-
than $2,625,000, the Lessee shall, simultaneously with the delivery
by the Lessee to the City of its Annual Report for the 25th lease
year, pay the City as supplementary minimum rent for such 25th lease
year, such difference.
(6) If at the end of the 22nd, 23rd, 24th or 25th
lease years, the Total Rent paid to the City from the Commencement
Date through the end of such lease years shall exceed $2,265,000
or $2,385,000 or $2,505,000 or $2,625,000, respectively, the amount
of percentage rent due for such lease year shall be reduced by the
lower of (i) such excess or (ii) the aggregate of the payments of
supplementary minimum rent previously paid under this paragraph D.
"E. For the 25th lease year an amount of incremental rent
shall be paid to the City equal to 6% of the excess, if any, of the
aggregate for every lease year of the cumulative Minimum Rents since
the commencement of the first lease year as set forth in Article 5
of the Original Lease (prior to the 1979 Amendment) over the
aggregate of cumulative Total Rent paid for such periods since the
commencement of the first lease year, such incremental amount to be
reduced to the extent of the excess,' if any, of the aggregate (less
the amount of reduction applied under subparagraph D(6) hereof) of
Total Rent paid over $2,625,000 for the 25 lease years hereof."
6. Article 10 of the Original Lease is hereby deleted and
the following substituted in its place:
"A. Lessee agrees to accept the structure and all of its
existing equipment and the site, as defined by the Exhibits, in their
existing condition.
"B. In the 11-year period commencing with the date of
-7-
execution of the 1979 Amendment, the Lessee will spend a minimum
of an aggregate amount of $1,225,000 in fulfilling the Lessee's --
maintenance (excluding cleaning), repair and replacement obligations
under this Lease and in making alterations, improvements and capital
expenditures. $725,000 of such amount shall be spent by November 4,
1984 and $500,000 by November 4, 1989. In the one-year period
commencing with the date of the execution of the 1979 Amendment, the
Lessee will spend $350,000 of the $725,000 referred to above on those
improvements which are part of major physical improvements, remodeling
or refurbishing of the building, either interior or exterior, it not
being the intent that the purchase of expendable items, such as
glassware, silverware and tablecloths, would be considered as major
permanent improvements, and it being further intended that maintenance -
type work Kill not be considered as part of such $350,000 for expenditures
and only those items which might be considered as having a relatively
long life, such as replacement of motors, air conditioning units, etc.,
would be allowable expenditures included in such $350,000.
"C. The City agrees to deposit into a trust/agency account
the $175,000 paid under Article 5 B of the Lease out of which the City
will advance to the Lessee such amounts, aggregating $175,000, as the
Lessee may from time to time request, promptly upon the making of such
request in writing accompanied by appropriate evidence that the Lessee
has incurred expenditures in such amounts in fulfilling its obligations
under Article 10.C(1) hereof. The Lessee shall repay such amounts to
the City, together with interest, in five equal annual consecutive
installments of $39,200, the first such installment to be made
immediately following the last of the advances
"SUPPORTIVE
DOCUMENTS
FOLLOW"
aggregating $175,000.
79-101
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Total expenditure of the $175,000 shall take place in one year
from the date of the 1979 Amendment.
"D. The Lessee agrees that all work under this Article
will be performed in a workmanlike manner, and that records for
expenditures for all the work shall be maintained and shall be
made available to the City Manager or his designee for his
inspection and audit. The Lessee agrees that all necessary licenses
and permits to accomplish the work under this provision shall be
obtained by the Lessee. The Lessee further agrees that all construction
performed for the Lessee under this Article on the premises shall be
covered by 100°; bond for labor and material. This bond shall be
approved by the City Manager and shall be in conformity with Chapter
255 of the Florida Statutes."
7. Article 12 of the Original Lease is amended by adding
after the words"City Manager of the City" in the first sentence the
words "which approval shall not be unreasonably withheld or delayed."
8. The following sentence shall be added to Article 13 of
the Original Lease:
"The City will use its best efforts to provide for the
installation of directional and informational signs on City property."
9. Article 14 of the Original Lease is amended by the
addition of the words "cause Metro Dade to" after the words "the City
shall" in each of the first two sentences of such paragraph.
10. Article 23 of the Original Lease is amended by striking
out the words "initial three" on the second line thereof and substituting
for the amount "5100,000" wherever same appears in such Article the
words "an amount equal to 1% of Gross Sales."
-9-
11. The following new Article 43 shall be added to the
Lease:
"43. In the event the City shall determine it shall better
serve the public interest, the City may lease the adjoining marina
facilities to a private operator rather than to operate such facilities
itself."
THE CITY OF MIAMI, FLORIDA,
a municipal corporation of the
State of Florida
By (Seal)
City Manager
Attest:
City CTerk
MIAMARINA ASSOCIATES, LTD., a
Florida limited partnership
By (Seal)
Vice President
• Attest:
Approved as to form and
correctness.
City Attorney
Assistant Secretary
79-101