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Home My WebLink AboutR-79-00621/11/79 GPI/bbb RESOLUTION NO, 7 9...E_6 2 A RESOLUTION AUTHORIZING THE CITY MANAGER TO 'EXECUTE AN AMENDMENT TO AN AGREEMENT BETWEEN THE CITY OF MIAMI AND GROVE REY MARINA, INC A FLORIDA CORPORATION, SAID AGREEMENT HAVING BEEN ORIGINALLY ENTERED INTO BY THE PARTIES oN APRIL 1, 1976; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO AN ADDENDUM BETWEEN THE CITY OE MIAMI AND GROVE REY MARINA, INC., A FLORIDA CORPORATION, SAID ADDENDUM HAVING'BEEN ORIGINALLY ENTERED INTO BY THE PARTIES ON JANUARY 31, 1977t FURTHER APPROVING AN AMENDMENT TO A SUBLEASE AGREEMENT BETWEEN GROVE KEY MARINA, INC., A FLORIDA CORPORATION, AND GROVE RESTAURANT LIMITED, A FLORIDA LIMITED PARTNERSHIP, SAID SUBLEASE AGREEMENT HAVING BEEN ORIGINALLY ENTERED INTO BY THE PARTIES' ON JANUARY 31, 1977. WHEREAS, the City of Miami and Grove Key Marina, Inc., a Florida corporation, entered into a lease agreement on April 1, 1976, wherein Grove Key Marina, Inc. agreed to make certain improve- ments to marine facilities owned by the City of Miami; and WHEREAS, the lease agreement provided that the parties. agreed to negotiate for constructing and operating a restaurant facility on the leased premises; and WHEREAS, the parties entered into an addendum to the fore- going lease agreement on January 31, 1977, wherein the City of Miami authorized Grove Key Marina, Inc. to sublease certain property to Grove Restaurant, Limited, for the purpose of constructing restaurant facility upon the said property and WHEREAS, Grove Key Marina, Inc and Grove Restaurant, Limited, entered into a sublease agreement pursuant to the foregoing lease agreement; and WHEREAS, the City of Miami and Grove Key Marina, desire to include a severability provision in their Lvose ITEM NO. WHEREAS, the City of Miami and. Grove Key Marina, Inc. mutually agree to provide that ad valorem taxation on the leasehold interests are the possessory interests attributable to the land owned by the City, which is subleased to Grove Restaurant, Limited, and all ad valorem taxes attributable to the building, equipment and and flxtures,of the restaurant facility shall be paid by Grove Key Marina, finer; er its sublessee; and WEEREA8, the patties Mutually agree that the City permit construction and installation of certain ihproventeilta-to be paid for'at the sole cost of Grove Key Marina, Inc. or its sublessee; and WHEREAS, Grove Key Marina, Inc. and Grove Restaurant, Limited, have agreed that all taxes of whatever nature which inay be lawfully levied or assessed against the premises and improvements, property sales, rentals or operations thereon, shall be paid by the sublessee; and WHEREAS, the parties have agreed that the City shall not be obligated to assume any fiscal responsibilities under any financing arrangements associated with the completion of the projection; and WHEREAS, the parties have agreed that the City ofMiami shall not pledge its assets nor lend its credit in any manner to Grove Key Marina, Inc, or its sublessee; and WHEREAS, the Commission of the City of Miami has determined that the operation of the restaurant facility is ancillary to providing marina facilities for the boating public and recreational facilities for the public generally; and WHEREAS, the Commission of the City of Miami has that the operation of a restaurant facility is essential to insure the successful operation of its marina and recreational facilities; and WHEREAS, the Commission of the City of Miami recognizes a public purpose associated with the providing of marina and ancillary activities; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION or THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement amending an existing agreement between the City of Miami and Grove Key Marina, Inc., a Florida corporation; Said existing agreement having been originally entered into between the parties on April 1, 1976, 5ettion 2, The City Manager is hereby authorised to execute ate agreetnett atnenditig An addenduth to the aforesaid original agreement, said addendum bearing the date of January 31, 1977 Section 3. An atneiidtnetit to the sublease agt eetnetit between key y .. �.. Grove -Marina, IiiC. a Florida cor oration, and Grove Restaurant Limited, a Florida limited partnership, originally entered into by the patties thereto on January 31, 1977, together with a subsequent amendment thereto is hereby approved. PASSED AND ADOPTED this 18 day of January , 1979. H G : NGI CITY CLh PREPARED AND APPROVED BY: RO ERT F. CLARK ASSISTANT CITY ATTORNEY MAURICE A, FERRE MAURICE A. FERRE M A Y O R ::ryF` L Oh l r .e_�- Mayon and Members of the City Commission '•-'"*Joseph p, Grassie City Manager �&TE. January 12 10§ Additional Agenda Item = Amendment to Grove Key Marina lease Due to the late receipt of this item in the City Manager's Office, caused by the complexities of our Court system, -a Resolution author- izing the City Manager to execute an amendment to the agreement be- tween the City of Miami and Grove Key Marina, Inc., is being added to the January 18, 1979 City Commission Meeting Agenda, Though this item does not appear on the printed agenda, it should be considered in all other respects as an item of business for that City Commission Meeting. This item is being presented tb you upon the advice of the City Attorney. 1"1 t ; 4, ,. This AMdndfent i§ entered into a§ of betWeeft THE CITY OP MIAMI, a MuniCipa1 corporation in the gtate df Ploridd, and GROVE KEY MARINA, INC., a Florida corporation. 1. Amendment_ roA..Le .sp�.;.1 greement The Lease Agreement between the City of Miami and Grove Key Marina, Inc. dated April 1, 1976 i5 amended by the addition of the following new Paragraph numbered 29; 29. 5everab lity: In the event any paragraph, clause or sentence of this Lease Agreement, or any Amendment or any Addendum hereto or any Sublease hereof is declared invalid by a court of competent jurisdiction, such paragraph, clause or sentence shall be stricken from the subject Agreement and the balance of the Agreement(s) shall not be affected by the deletion thereof. 2 Except as expressly modified herein, all terms and conditions of the Lease Agreement dated April 1, 1976, remain in force and effect. IN WITNESS WHEREOF-, the parties have executed this .Amendment to Lease Agreement on the day and year first above written, Corporate Seal GROVE KEY MARINA, INC By: ATTEST: President Secretary TUUE CITY OF MIAMI, a municipal corporation of the State of Florida Attest: _ :. _ ,_.: By: _ City Manager City Cleric Approved as to form and corr ctnessR C Attorney • eJ 7_9 62 This Amendment is entered into as b between THE CITY or MIAMI, a Municipal corporation in the State of }`1orida, and MOVE KEY MARINA, INC., a Florida corporations 1. Amendment, o...Addet dutit to_Lease_. A-reement The Addendum between the City of Miami and Grove Key Marina, Inc. dated January 31, 1977, is hereby amended as follows: 1. paragraph 3($) is deleted and replaced with a new paragraph 30) reading as follows: (t) Ad Valorem Taxes In the event that the Restaurant Facility becomes subject to ad valorem taxation on the leasehold interest or the possessory interest attributable to the land owned by the City which is subleased for the Restaurant Facility, then these ad valorem taxes shall be paid by the Company or its Sublessee. Ad valorem taffies attributable to the building, equipment or fixtures of the Restaurant Facility shall be paid by the Company or its Sublessee. 2. The first paragraph of Paragraph 6 is replaced with the following: 6. Improvements of City Upon commencement of construction of the restaurant, the deleted and City agrees .o permit construction and installation of the following improvements to be paid for at the sole cost of:the Company or its Sublessee: 3. A new paragraph is added as Paragraph 18 to read as follows: 18. City's Responsibilities Nothing contained in the Lease .Agreement dated April 1, 1976 or any Addendum or Amendment thereto shall be construed, nor is any such construction intended by the parties, to obligate the City to expend any funds to satisfy any debts, obligation: or other undertakings of the Lessee or any Sublessee. Neither the City's taxing powers or its credit are in any manner or mews pledged 1979: 79'62 or encumbered by this Agreetnent, The intent of the parties regarding the financing arrangement specified in paragraphs 9 and 12 of the Addendum dated January 31, 1977, is that the Cityls claim for rent in the event of a default as against any of Le8see'8 property'is to be subordinate to the 'it'►ancing Agency's claim to the same property, if secured by a financing arrangement. The City shall not be obligated to assume any fiscal responsibilities under any such financing arrangements. Similarly, with regard to any pledge of the Leasehold Interest, in the event of a default the pledgeels sole remedy shall be to assume the defaulting Lessee's (or Sublessee, as the case may be) duties and obligations under the Lease or Sublease. 4 Except as expressly modified herein, all terms and conditions of the Addcudum dated January 31, 1977 remain force and effect. IN WITNESS WHHEREOF, the parties have executed this, Amendment to Addendum on the day and year first above written. GROVE KEY MARINA, INC. Approved as to form and. correctness: City Attorney By: in full ATTEST: President Secretary THE CITY OF MIAMI, a municipal corporation of the State of Florida By: City Manager:. 79.62 This Amendment is entered into as of , 1979, br tween GROVE KEY MARINA, INC., a Florida corporation as '`Sublessor" and CROVE RESTAURANT t ttTtri, a Florida limited partnership as "Sublessee!", Amendment _to Sublea8e The Sublease between CroVe fey Marina, Inc and Grove Restaurant Limited dated January 51, 1977, is hereby amended as follows: 1. The first paragraph of Paragraph 5 is deleted and replaced with the following: 5. Improvements of City Upon commencement of construction of the restaurant, the City agrees to permit construction and installation of the following improvements to be paid for at the sole cost of the Sublessee: 2. Paragraph 10(B) is deleted and replaced with a new paragraph 10(b) reading as follows: (B) Ad Valorem Taxes In the event that the Restaurant Facility becomes subject to ad valorem taxation on the leasehold interest or the possessory interest attributable to the land owned by the City which is subleased for the Restaurant Facility, then thesL ad valorem.taxes shall be paid by the Company or its Sublessee. Ad valorem taxes attributable to the building, equipment or fixtures of the Restaurant Facility shall be paid by the Sublessee. Paragraph 14 is deleted and replaced with the following: 14 Property Taxes During the term hereof the Sublessee shall pay all taxes of whatever nature lawfully levied upon or assessed against the Premises and improvements, property, sales, rentals or operations thereon, including but not limited tp ad valorem taxc., , 79 62 4 read as fe i ioWs 366 C°it s onsibiiitios ow paragraph is added as Paragraph 36 Nothing contained in the Sublease dated January 11, 1977 or any Amendment thereto shell be construed, not i s auy such construction intended by the parties, to obligate the City to expend any funds to satisfy any debts, obligations or other undertakings of the Sublessee. Neither the City ' s taxing powers or its credit are in any manner or means pledged or encumbered by this agreement The intent of the parties regarding the financing arrangement specified in Paragraphs 8 and 9 of the Sublease dated January 31, 1977, is that the City claim for rent in the event of a default, as against any of Sublessee's property is to be subordinate to Financing Agency's claim to the same property, if secured by a financing arrangement. The City shall not be obligated to assume any fiscal responsibilities under any such financing arrangements. Similarly, with regard to any pledge of the leasehold interest, in the event of a default the pledgee's sole remedy shall be to assume the defaulting Sublessee's duties and obligations under the Sublease. 5. Except as expressly modified herein, all terms and conditions of the Sublease dated January 31, 1977, as amended September15, 1977', remain in full force and effect 79.62 IN VITNE0 Wi1 REO1, the partio have tkeeutpd this Antardi eht to•Subte i e e i the ddy 'aid yccL first above ti,riter , Cr.rperate Seal CROV KEY MARINA, tNC . , Sublesgcr. Bye._.......,....: ATTEST: PreSidetit _.r_..,.,. Secretary GROVE RESTAURANT, LTD,,. Sublessee By: General. Partner CONSENT THE CITY OF MIAMI, a municipal corporation of the State of Florida, hereby ccnsents and agrees to be bond by the provisions hereof. THE CITY OF MIMI, a municipal corporation of the State of Florida Attest: By: City Clerk City Manager Approved as to form and correctness: City Attorney wow 79 62