HomeMy WebLinkAboutExhibitCITY OF MIAMI — 191 SW 12 OWNER LLC
LEASE AGREEMENT TERM SHEET
The following provisions are intended to be a non -binding statement of the terms of a
proposed Lease Agreement, including the long-term lease of the Property, and to reflect
the Parties' interest in pursuing further negotiations. This is not an offer, but rather a
negotiation of business terms in pursuit of a mutually acceptable Lease Agreement which
will be subject to the preparation and agreement by the Parties and their respective
counsel of documents reflecting the terms and conditions set forth herein. It is understood
and agreed that no agreements shall bind either Party until a full and final written Lease
Agreement is prepared, reviewed, and approved by the Parties' respective counsel, as well
as adopted by the Miami City Commission, and fully and mutually executed by the Parties
hereto.
OWNER/LESSOR: The City of Miami
DEVELOPER/LESSEE: 191 SW 12 Owner LLC ("191 Owner")
(collectively, the City and 191 Owner shall be
referred to as the "Parties"):
EFFECTIVE DATE: The Effective Date of this agreement (the
"Agreement") shall be the date on which the
Agreement is mutually executed by all Parties.
PROPERTY: The property located at 142 SW 11 Street and
identified by Miami -Dade County Folio No. 01-
4138-051-0380, specifically related to the
historically designated, First Miami School
House (hereinafter "School House"), measuring
approximately three thousand (3,000) square
feet. Square footage to be verified by official
survey.
PROJECT:
The Parties intend for the Lessee to activate the
School House for the public use and enjoyment,
specifically including for commercial, retail, and
restaurant/ cafe purposes, and including interior
and exterior renovations to preserve and
LEASE OF PROPERTY:
REFERENDUM:
enhance the historic structure (the "Project").
See Project Illustration.
• Initial lease period of 25 years with two (2) five-year
options to extend by lessee.
• Lessee to pay the City (1) minimum base guarantee; and
(2) percentage of gross receipts.
o The minimum base guarantee is $6,250 per
month, increased annually by 3% upon
operation of the use within the School House.
Final base rent determination will be based on
fair market rate and incorporated in the Lease
Agreement.
o In addition to the minimum base guarantee: :
• 5% over $500,000 in gross receipts.
• 7% over$1,000,000 in gross receipts.
• 8% over 1,500,000 in gross receipts.
o Initial deposit is the amount equal to twelve
months rent.
o Lease payments will commence upon the
opening of Southside Park and TCO of Property.
o Lessee responsible for all utility and
maintenance charges incurred.
o Lessee financially responsible for capital
improvements.
o Lessee required to obtain insurance coverage
for bodily injury, property damages, and vehicle
coverage.
o Lessee required to allow unrestricted public
access to all public areas of the park.
o In the School House, the lessee will operate an
active commercial use.
Pursuant to Sections 29(b)(c) and 3(f)(i) of the
City Charter, the City requirements for
competitive bidding and referendum shall not
apply to the lease proposed herein as the
proposed improvements implement a project of
government agency and instrumentality in the
maintenance and operation of the City -owned
historic structure.
CANCELLATION FOR CONVENIENCE: The City may cancel this Agreement prior to any
formal written definitive agreement for any or
no cause or for convenience by giving 191
Owner thirty (30) days written notice of its intent
to cancel.
APPLICABLE LAWS:
The Parties shall comply with all applicable laws,
rules, codes, permits, disclosures, regulations, or
other governmental approvals, in the
performance of the improvements
contemplated in this Agreement.
The undersigned acknowledge that the Parties have incurred and will continue to
incur transaction costs associated with the pursuit of the transaction described in this
document, that such costs are incurred at such party's sole cost and sole risk, and that
either party may terminate the negotiations at any time without cause or liability to the
other Party.
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ATTEST:
Todd B. Hannon, City Clerk
ATTEST:
"City"
City of Miami, a municipal corporation
BY
Arthur Nodega V, City Manager
"191 Owner"
191 SW 12 Owner LLC, a Delaware Limited
Liability Corporation
By: By:
Name: Name:
Title: Title:
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
George Wysong, City Attorney Ann -Marie Sharpe, Risk Management
Director