HomeMy WebLinkAboutExhibit 3SECOND AME1lTDAIENT TO LEASE AGREEMENT
BETWEEN CITY OF MIAMI
RICKENBACKER MARINA, INC.
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TABLE OF CONTENTS
1. Incorporation of Recitals-, .........
2. Term ...........................................
3. Rent ............................................
4. Entire Agreement . ....................
Exhibit "A"
Exhibit "B"
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Property
Capital Improvements and Aesthetic Improvements
THIS SECOND AMENDMENT to the Lease ("Amendment") is made and entered into
between the CITY OF MIAMI, a municipal corporation of the State of Florida ("Lessor" or
"City"), and RICKENBACKER MARINA, INC., a Florida Corporation, ("Rickenbacker")
RECITALS
A. The Lessor and Marina Biscayne, Inc, ("Original Lessee") entered into that
certain lease agreement dated July 8, 1977, as amended by that certain Memorandum of
Understanding bete, een the parties (the "Lease"), pursuant to which Original Lessee leased
certain City -owned real property and bay bottom for the development and operation of, among
other things, a full service marina, described in Exhibit A attached hereto and made a part hereof,
located at 3301 Rickenbacker Causeway, City of Miami, Dade County, Florida (the "Premises");
B. Original Lessee assigned the Lease to Michael D. Brandon as Trustee under an
unrecorded trust for Marina Biscayne, Ltd. ("Successor Lessee"), pursuant to an Assignment of
Lease dated January 31, 1983;
C. With Lessor's consent; Successor Lessee assigned and transferred all its interest in
the Lease to Rickenbacker Marina, Inc. ("Rickenbacker" or "Lessee") pursuant to an Assignment
of Lease dated June 25, 1986.
D. Rickenbacker requested Lessor to extend the term of the Lease in order to
amortize the cost of certain capital improvements that Rickenbacker plans to perform on the
Premises, which are more specifically described in Exhibit "B" hereto.
E. The term of the Lease, together with any options to renew, was to expire on
January 7, 2009 (the "Original Expiration Date")
F. Pursuant to Resolution No. 08-0704, adopted December 11, 2008, the Cite
Commission of the City of Miami (the "City Commission"), by a four-fifths (4/5ths) affirmative
vote, in accordance with Section 29-B of the Charter of the City of Miami, authorized the
extension of the term of the Lease between the City and Rickenbacker, subject to conditions
providing for City Commission approval of the terms of such extension on or before March 12,
.2.
2009, and providing for automatic rescission of the authority granted should the City
Commission fail to approve such terms on or before March 12, 2009,
G. The Lessor and Rickenbacker entered into a FIRST AMENDMENT to Lease on
January 8, 2009 ("Effective Date"), for the purpose of extending the term of the wet storage
facilities including moorings, restaurant and tiki deck, restrooms/showers, office/store and fuel
dock facilities, and other ancillary facilities and services of the Property, for seven and one-half
(7'/2) years to July 7, 2016, and the dry storage facilities of the Property for a term of four and
one-half (41/2) years to July 7, 2013, with three 1 -year options to renew the Lease, subject to
approval by the City Manager.
H. The Lessor and Rickenbacker desire to enter into this Amendment for the purpose
of combining the renewal options from three 1 -year options to one 3 -year option, exercised
immediately, thereby matching the dry storage term of the Lease to the wet storage term of the
Lease as set forth herein.
1. The Lessor and Rickenbacker acknowledge that the modification of the term of
the Lease granted herein is specifically conditioned upon Rickenbacker contributing no Iess than
$2 million towards the construction of a new parking facility with at least 220 parking spaces to
serve the users of the Premises and other areas in the vicinity of the Premises, if the City builds,
or causes to be built such parking facility ("New Parking Facility"). Rickenbacker's failure to
make such contribution upon written request from the Lessor, MPA, or some other entity, in a
timely manner shall be deemed a default of the Lease, and the City Attorney shall proceed with
any legal actions authorized by the Lease.
J. If the Lessor elects to construct, or cause to be constructed, the New Parking
Facility, then it shall be constructed, operated and maintained solely by the Lessor, Miami
Parking Authority ("MPA"), or some other entity, in Lessor's sole discretion, and Lessee shall
have no obligation to operate, repair or maintain the New Parking Facility. Lessee
acknowledges that Lessor intends to assign its obligations to construct the New Parking Facility,
K. Upon Lessor's assignment and MPA's assumption of all of Lessor's obligations to
construct the Ne A, Parking Facility, Lessee agrees to recognize that MPA may perform Lessor's
obligations with respect to the New Parking Facility under the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the conditions, covenants and
agreements hereinafter set forth and in consideration of other valuable consideration the parties
hereto agree to amend the Lease as follows:
1. Incorporation of Recitals
The recitals and findings set forth above are adopted by reference thereto and
incorporated herein as if fully set forth in this Amendment.
2. Term
Section 2 of the Lease is amended to read as follows:
2. Term.
The Term of this Lease shall 'be as follows: 1) the use of wet storage facilities including
moorings, restaurant and tiki deck, restrooms/showers, office/store and fuel dock facilities, and
other ancillary facilities and services of the Property, shall be extended for a term of seven and
one-half (7 '/2) years from January 8, 2009 through July 7, 2016, subject to the terms and
conditions set forth herein; and 2) the use of dry storage facilities of the Property shall be
extended for a term of seven and one-half (7 ''/2) years from January 8, 2009 through July 7, 2016,
subject to the other terms and conditions set forth herein, (collectively, the "Term").
3. Rent
Section 9 of the Lease is amended to read as follows:
2. (a) Percentage Rent shall be calculated as follows: As of the Effective Date
and continuing throughout the Term, Percentage Rent shall be as foIIows:
15% of Gross Revenues for wet storage facilities including any
moorings;.
12% of Gross Revenues for dry storage facilities, to be increased
one percent (1%) per year, commencing July 8, 2013, and every
year thereafter of the term.
M
40% of any revenues collected for subleasing, management
agreements, licenses, joint ventures and any other agreements,
whether written or oral, between Rickenbacker and any third party
for a third party's operation of activity on the Property.
5% of Gross Revenues for any other related services performed on
the Property.
5% of Gross Revenues for fuel dock facility.
4. Entire Agreement. The Lease, as amended by the First, and Second Amendment,
constitutes the entire agreement and understanding among the parties with respect to the
subject matter hereof. Lessor and Rickenbacker acknowledge and agree that except as
specifically modified hereby, all of the provisions of the Lease which are not in conflict with
the terms of this Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
Attest:
Priscilla A. Thompson
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
LeeAnn Brehm, Director
Risk Management Department
5
"LESSOR"
THE CITY OF MIAMI
Carlos A. Migoya
Cite Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Julie 0. Bru
City Attorney
Attest:
By:
Signature
Print Name
STATE. OF FLORIDA )
COUNTY OF DADE )
"LESSEE"
RICKENBACKER MARINA, INC.
By:
Signature
Print Name and Title
Date
The foregoing instrument was acknowledged before me this day of
2010 by of Rickenbacker Marina; Inc., a for profit
corporation of the State of Florida, on behalf of the corporation. He/she is personally known to me or has
produced as identification and who did (did not) take an oath.
Notary Public Signature
Print Name of Notary
Commission No.
rel
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
m.bibit "k,
LLCAL DFSCRIPTION
LEASE AREA NCS', 2 1
Commence at the snul:heast co.neir c:f Section 17, 'Townsfli.p 54 SUuth,
Range lie Bast; thence mono the south line of said Stolon 17
N 89° 56' 0,5" W 2,649.84 feet to its intersection wlth the center
line of Ricicenbaelcer Causeway, ns shown on "TfIE PCTh011OLI'rAfl DADrI
COUN71 BULIWFADY LINTS'", according Lu the plot thereof, as rvcvi-ded
in Plat Book 74, at Page 9', Sheet No. 2, cE the Public Records of
Dade Count', Florida; thence n1ong-said center line N 45° 22 07" W /
3,593.07 feet; thence. N 440' 37' 53" E 200,00 feet to the PoLnt of
the hersinnEter,_desc bezact No._ ? _��'c�iDt�F
Beginning being zilso on the northeasterly right-oi'-way line VE eaid
"RickeubackeT, Causeway,',;, thence elong'said right-of-wa}' line
,:
N 43° '22'07," 'W 767.: DB �eet to, the b.eoinning of a cla:-ve concave. to
the sou hwest,.l�evrng a"' Vidius of 1,632.40 Sect; thence northwest-
. .J .
e=ly -and west:6— y 1. 29Yeet along said curve ttrough a central
r-'iigl'e'0f 45°',811 05";t ;;i5„:'point;'of tzngency;thenc'e e:nng said .
ri:ght,:oi-way'' S'W',06;',-14'8,” W, 39 26 at to its nEersecticr. with .
C0
.7,' �' THE !TAN �!TAN'DAM 17N X BLZh7i�I1D LZZ Y " 'as als6car '�a sa.id p1e.0
y, ,"�-%4�a ; i�, �; r,r:'',�. r .::� i/! it ,�n:'• � ,;:; . .•:_ ', :' ;' ' , : ;� , ' ,. . •
k •,74';Jthetica 'along s^id buUK ead'line N 44° Oo' ,48" E_.908.00
77
a:�y_ ,;feet;;: t4enca',:aTong he -southwesterly-.propertq line of .the tte.ct of171
,
Oji. -.f ��_. ..�;.fi t-' •1 ��: � .,�:���,, " r ,{LV ..,:
ZL
(�� o-'1. � �,i•r .' ,:. Y • .5: r •.y
yy^`�i�,.,F,riY �`..7, is •jx��• 51- :7
_s� y;y •r, :',;"•,
'. 'S S�i.r,:,',er
1-FiJ �,. �.,'i�•i ,,,�`J.• .��Si1r''+.`.r-r^•_:: ,�'i',.i�;•:(�".�5•..i�'i .. ��['� 3'�f•�.� r ♦ ^-
ExhibW "A''
IMAL WOMMMN
LEASE A�?F.,% NQ_-:"� k
1=0 d"Whd in rrA"d OHM A" 10"0 ktwwn "M City Of
p! nijil" (jfjssnr) and 5pu Noy H"tnurnnhs Gnrpnrat On "Rusty.
PciLcan Restnkirnnt" (lenses) S 1,5" 22' 07" F 1, 026 ., O [,P 0 L : Thence
44° 371 .51"W 250,0M Net; .1intic:v 5 45' 22' 07" E640.,U6 Feet
thence 5 100 22' 07" E 544 Wn ; thence S 64n 37' .53" W 61,N
feet to the northeasterly corner of I tv"hol cmcwte P eawall
chence concQue along said lKe S 40 37' 53" W 150.57 feet; thence
S 430 21' 07" Z 205.17 feet; t1henc! S 440 JV 53" W 16Y OD Act to
ing -1011 Ovi ny'--Iease
road to restaurant.
Containing, 20.975 acres, mo -.e ;r lass.
EXHIBIT "B"
CAPITAL IMPROVEMENTS
MCICE, NBACKER MART) A, INC,
KEYBISCAWNE, FL
Jul: 3C5-3611900 3301 P.ic;;rano("! c Causeway
Fm: 305'361-20H f;ey Disrnplc, Florida 33149
Ennui]: ncAcabarbcllsDir7r.net ivs»v_ricL n'oacl;eanonna.corsr
Febru[iy 2, 2009
Murk J, QuinlivDn, M.A.i., Stat(" Ccrt lied Gcnernl Appraiser
Presidul
Quinli vnn Appraisal TI,A,
5730 SW 74i St, Sic 300
South Miami, FL 331 13
Re: �praisa?farr",i.keD�a Marina, inc, C}— ScbcealoofCtipitalCasis
DearjMr, Quinlhwi,
As per Nlrs. Valdes's request; please !inti th-, raised scb2clule and scope of capita) costs to
be implemented in ym.r Appraisal of Rlvil. A5 ahvays, please call me at any hour kv any
yuestions, comments, orCancems,
1. YYILOIT IM DN WC)RY, IN -C.
7}lis t slintale includes the removal of the cxis#ing ("linin link. Itrzce and
replaaenter)l of the entire fence running stlano 1)te do-, r,np arca and dr3' storage fmntu(le
facing the purldnL Jot. Tire repsacumm Rmce �)�)l be s rnore ornate, whitc, 'welded
galvanized rod lame, will) Ilia outwardly curved spikes alnag the lop edge° For security,
Now sliding gales will also be placed at the crlrance of the dry slorap aru and an
aulomized sceurily gnlc Mll be plack at each entrance Oft hE docks,
Ponce and Gate -S 66,504,u7
Eyiribit "B"
2, M A.In' & M1iRIN MNSTRUCTI ON
Tire pier improvements consist of 90 "trotter piers" that )vi)) nm perpendicular
from earl) mnin pier (A, 13,. C, D) and parnllcl to each vcsscl fits greater convenience of
access in boarding, maintaining the vessel, ane! docking. Plense note !hilt wt! ar nol
adding nlore slips to the f0cilil3'; %vc arc merely tnliancing our nisiirg ones,
The shoreline stabilization includes the placement of sllcel piling 10 Iona a scs
w0l, as n bulkhead, against erosion along the entire norihem facing nrco of our parking
lot Odvrinc Stadium basin), This will be construcled 10 prCvent crosier o''flit shoreline
aJnr}g the snrrnce lot. This intpravenrenl is a condition preccdcnt 10 1h tYtfl,ual building
of n boardwalk or waterlrow promcnadt (I4-Jr_ster Plan item), its shoreline stnbi73201ion is n
key Clement in ani' VVMcTh`0n1, construction, As sell levels rise this `will also bE a Crucial
clement against erosion of shoreline and evoimall), fhc surface IDI. Moreover, both tltc
pier and sl)areline impro.vcmertis will lns; and benefit the Cite fur beyond the expiry?ion
oft -he lease extension lerm.
Pier improvements S 297,54D,{il
Pier improvements S ���+�•�0"'
Shor�Iinc Stabilization 185,45,OX0
3, SURGE SOLUTION& GROUP
This ilerni, w131 ensure that the underground fvcl tanks a1 our fuel station will be in .
compliance once 1he modified code requiring all 1106C752ronnd fuel tanks to be double
t)mlled goes inks enlbreoment tti the and of inn, The relinirne is n cost cffct,tive, colic
compliant option for "double valling" Ilje innks (!itis option is 0MR, cheaper than
replacement and there is jar less business interruption.) The tanks are removed, cicunsLd
and vaCUUlnCd, ,0Dd BI 111M) injected 'Mth a Cornpo.=d 10 storm a moJd ibat reintaries tltc
walls of lire lank.
Fuel tank relining 5 128,967.18
9, �'IIyARIJ C�NSTF-.UCT):07V (d�3alorAne)
This is includes 1bc execution of tit-- first trade in lire dry storage repaving job, Ibe
cutting and demulition of the existing slab, The above sub contractor Trill cul into smaller
pieces and remove the e%isling slab SO tha7 n ner,' TebaT fmmdalion may be laid onto a
level surface, prion (o the pouring of nc»w concrete.
Concrete culling and dumoliiion S 3.9,500 x 3
� 118,;350.0
5, WHITECAF CONSTRUCT ON SUPPLY (dry storege)
This includes Elle Fabrication and delivery of the r --bar lobe laid,as a foundti(ion
for Ole rtety s)abs, _
Ex.
RICKEINRACKER MARINA, LNC,
KEY BISCAYNE, FL
Tel; 305-36f-3900
Fnx: 3D5-36)-2035
Email: lid, cub •bcliso�id net
Febn -nry 13, 2009
;3dEitit')ine Valdes
Director
Ucparb-ne-n! ofPublic 1=arilities,!'tsset Z�anagcinerit
Citi o!'l�iiatni
44,14=;� S.ti}'.2ndftivc._ru > Floor
Miami, ;:L 33128
Re: RjeheDbacker Mari, -a — nzesthefic irnprcvemcots
Dear Mrs. Valdes,
330 Rickcnl>a2lar Caus, wpy
Kc3 HiscntTt, Flondn 33149
ev�.w;,ockenbac}:crmpr na.com
Rickcnbachcr Mlarina, lnc. (RI 1T), along with the � 13 million in canilal impfo-vemcnis
airs ai y pledged, will reader a number of aesthetic impn-vemenis, including, bill no( lintiteci to the
foIlo�vina:
1. Tate removal of ibe Ked• Biscnym Beat Rentai (KDDR) trailer oliice, es W-bll as 113e lar{fie
stripping roniaincr currently l2Sed by diem rs a sinrace until. Also to be rcrnavect are ATl of
the steel rucks drat house liieir p;:rsom! vr'ater crafts (F FVC`s) on ilrt; ❑ortlicaslorn rrortion
of the subleased parcel (Stadium Basin side; adjacent io our dry sloraL�e), A of
this arra wili most lik.c)v be used as much needed additional parking space and efte
balance toil? M-ely be occupied by a boat c'realerslTip satellite oliice,
2. Re -paroling of ilea restaurnni buildinr< al the entrance o, Rly3Ts lease parcel, to give it a
more nautical appear.nce, Pleasc n,)ie titaf thc ~mire., roof of* the res1aurQnI will also b;;
replaced; as mentioned in t)re capital costs binder.
3. Re-surlbcitr6 and re -:striping of the enure surface pari�rng lol in llie T�hf l lease Pared,
does nal include the public roadway lcadiog to ilea Rusty Pelican. However, should the
C'it;so desire tlwl this public roadway be rt-surkced and striped, RIAT wit} seek the
required approvals and render this in provtatent.
Exhibit "B"
4, Lar)dscaping - native pants only i.e,, naljnz, sih-,tr buttonwood, gumbo limbo, cic. - in
ornamental p)anlers will be placed in the foJJoWing areas OD the Jenne parcel:
ti. AIong the entire; northern 2cing borderof ibc parkins Jot. along Clic Stadium Biisin
b, Moue the entire southern; facing) hordcr of the parking lot, along our ivmi slip basin.
c. Alone ibc entire souihcrn facing border of our dry storage area (already commenced).
d. F-10np the entire IvestcM hieing burde.r of ilie dna stc)zage area jalrcady comincnccd),
d. Low vohaac landscape lighiinc, to hithliglit the cxisline and new Jandscaping at ni«bt.
This s�fll pitwide a more auspicious palbwalar Itlit and 12us(y Pelican patrons at ninill
G, A shaded navilion area for our cnsiomers at the main entrance to the Eget slips. This will
include the insinuation of ornate brick: pa),ers on file ground. A sbnded pa-snhon arca for
our -Ty storage casiomcrs may also be constructed it a porfion of the arse previously
occupied by .c,'. IZ - also to inelr>dc, with the Cily's approval, a paved %vall;way Ieadine
tri file currenl launcf) area on tic adjacent City u>arirm parcel. This will be a secured,
crated; pedCStriart 1Vi2lki}'ay tl>at -will be i0lbiri our setbaci:,_ and st;i)1 nol encrva, lh upon the
r5-etlands, and thus will alloiv :RMT to circumvent app7-ovDl Room DERM. TZ,,memlxfT, lig t
grill gain some ttp)and arca UTMI) the instollation of the st@wal) and MIed in ar_o belainrl it
(refer tp engineer's drawings in the e2pital costs binder.)
7, Also, as mentioned in clic previt>us capital x9is binder, we will be i>tslnllinr the rnortt
omale gelvanized rod fencing. -Nmy signage vJ11 In, placed on or in front the Fenced areas
as well as all urns :zhe tkie required signage cu really appears.
Thank yotz again far y0ar tt)rouzbout this ncgotiafioa, °l --ase know that
R.M11 is not limiting itsell, to the above itnpro ements and is open to all" su;,Xoestions that your
depnnmeni or 1110, City' CDMMi95iQf r13LIY I)aPVc.
Respectfully Submitted,
Aabnd R, McJwani, Esc),
President
Ricl.ebaeker Marina, Inc.
Cc: Larry Spring, CI)iefTinancial Dliicez. City of Aiiami
Mare. D. Sarnoff, Comrnissionor District 2, City oI ]ODmi
Pcdro D, llcmandez, City Ivlunagcer, City Of Miami