HomeMy WebLinkAboutPre-LegislationRESOLUTION NO. 85-717
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A RESOLUTION APPROVING THE AGREEMENT
BETWEEN BAYSHORE PROPERTIES, INC. AND THE
CITY OF MIAMI FOR THE EXTENSION,
COMBINATION AND MODIFICATION OF THE
EXISTING TWO LEASE AGREEMENTS RELATED TO
] THE OPERATION OF MONTY TRAINER'S
RESTAURANT, MARINA, AND BOATSHED FACILITY
IN ORDER TO SECURE FINANCING FOR
RENOVATION OF THE LEASED PROPERTIES
LOCATED ON CITY OWNED WATERFRONT PROPERTY
IN THE COCONUT GROVE AREA OF THE CITY OF
i MIAMI, AND FURTHER AUTHORIZING 'THE CITY
MANAGER TO EXECUTE SAID AGREEMENT IN
SUBSTANTIALLY THE FORM ATTACHED, SUBJECT
TO VOTER APPROVAL ON AUGUST 13, 1985, AND
IN A FORM ACCEPTABLE TO THE CITY ATTORNEY.
WHEREAS, the City of Miami desires redevelopment and
utilization of two adjoining parcels of City owned property known
as the Kelly Property and the Miley property in general accord
with the Dinner Key Master Plan; and
WHEREAS, Bayshore Properties, Inc. entered into separate
lease agreements for the Kelly Property and for the Miley
property; and
WHEREAS, Bayshore Properties, Inc. has been operating a
restaurant, marina and raw bar on the premises; and
WHEREAS, the terms of both lease agreements were originally
to expire in the year 2007; and
WHEREAS, because of complex litigation which precluded the
development and use of the Kelly Property for the period in
excess of three years, the City Commission adopted Resolution No.
84-1450 which extended the term of the Kelly Property lease
agreement an additional three years to the year 2010; and
WHEREAS, Bayshore Properties, Inc. desires to redevelop the
two parcels as integrated site to provide additional waterfront
commercial and recreational activities for the benefit of the
public; and
WHEREAS, in order to develop the site in a financially
feasible manner, Bayshore Properties, Inc, has requested that
the two leases be combined into one lease and that said lease
term be extended for an additional 25 year from the year 2010;
and CITY COMMISSION
t MUTING OF
1 JUL IS 1955
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| WHEREAS, the City Charter requires that under certain
. =iruumutanoeu, an extension or modification to on existing lease
of City owned waterfront property first be approved by a majority
of the voters or the city of Miami/ and
wBERC&o. the City Commission adopted Resolution D5-642 on
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June 13' 1085, ooDin8 and providing for r special municipal `^
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election to be held on August 13. 1985, for the purpose of �
submitting to the qualified electors of the city of Miami for
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their approval or disapproval or eovohore ! Properties, Imo.'s
proposal; and
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� wHcnsoa, the city Manager recommends that the City
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Commission approve the agreement' in substantially the form -
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attached, between eayohore Properties, Inc. and the City of Miami
for an extension, combination and modification or the two
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existing lease agreements related to the operation or Monty
Trainer's Restaurant, marina and Bootaxeu Facility; and
HycnE&s' the City Manager further recommends that the city
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Commission authorize the execution or said agreement, in
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ouuatantially the form attaobeu, subject to voter approval at a
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special municipal election to be held August 13, 1985;
NOW, THEREFORE, BE I� RC�0�V2D B� T�2 COMMISSION U� �H� CITY
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OF MIAMI, FLORIDA:
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Section l. The City Commission hereby approves the /\
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agreement between 8ayobore Properties, Inc.and the City o� �
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Miami, extending, combining and modifying the two existing lease '
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agreements related to the operation of Monty Trainer's
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Restaurant, Marina and 8uatoheu Facility located on City -owned �
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waterfront property in the Coconut Grove area of the City of `|
Miami, `
Section 2, The City Manager is hereby authorized to execute
said agreement, in substantially the form attached, subject to �
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' voter approval at a special municipal election to be held August13, 1985, and in a form acceptable to the City Attorney.
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85-717
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85--'71'7_
LEASE AGREEMENT
TABLE OF CONTENTS
PREAMBLE
1.
DESCRIPTION OF PREMISES
2.
TERM
- 3.
USE OF PROPERTY
4,
MCN -DISCRIMINATION
5.
PUBLIC ACCESS TO THE WATERFRONT
6.
REDEVELOPMENT PLANS
i.
PERMITS
8.
CONSTRUCTION SURETY BOND
9.
LICENSES
10.
TAXES
11.
PARKING
12.
EASEMENT FOR WATER TAXI OR TRk4 STATION
13.
CONSIDERnTION
14.
PERFORMANCE BOND - CASH DEPOSIT
15.
ACCOUNTING
16.
BOOKS, RECORDS, ACCOUNTS AND STATEMENTS
17.
EXAMINATION BY THE CITY
18.
DEFAULT
19.
NOTICES
20.
ATTORNEY FEES
21.
INSURANCE
22.
INDEMNIFICATIONS
23.
DAMAGE OR LOSS TO COMPANY PROPERTY
24.
DESTRUCTION OF PROPERTY
25.
BUILDING MAINTENANCE
26.
UTILITIES
27.
PURE FOOD AND SANITARY LAWS
28.
CONFORMITY TO THE LAW
29.
DOCKAGE RATES
30.
PLEDGE OF LEASEHOLD INTEREST
85-717_..
LEASE AGREEMENT
THIS LEASE AGREEMENT made this day of
1085, between the CITY OF MIAMI, a Municipal corporation of the
State of Flcrida, hereinafter called the "City"1 and BAYSEORE:
PROPERTIES, INC., a Florida corporation, with offices in 2460
South Bayshore Drive, Miard, Florida 33133, hereinafter referred
to as the "Company."
WITNESSETH:
WHEREAS, the City of Miami desires redevelopment and
utilization of two adjoining parcels of City -owned property known
as the Kelley Property and the Miley Property in general accord
with the Dinner Key Master Plan; and
WHEREAS, the City and Bayshore Properties, Inc. have
entered into a Lease Agreement dated the 30th day of April, 1981
for the Kelley Property and a separate Lease Agreement dated the
day Of 1977 for the Miley Property; and
WHEREAS, both Lease Agreements were to expire in the
year 2007; and
WHEREAS, because of complex litigation which precluded
the development and use of the Kelley Property for a period in
excess of three years the Commission adopted Resolution No.
84-1450 which extended the terms of the Kelley Property lease
agreement an additional three years to the year 2010; and
WHEREAS, Bayshore Properties, Inc. desires to redevelop
the two parcels as an integrated site to provide additional
waterfront commercial and recreational activities for the benefit
of the public; and
WHEREAS, in order to develop the sites in a financially
feasible manner Bayshore Properties, Inc. has requested that the
two leases be combined into ore lease and said lease terms be
extended for an additional 25 vears from the year 2010; and
WHEREAS, the Charter of the City requires that under
certain circumstances an extension or modification to an existing
85-717,
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i.eas'e of waterfront property first be approved by a majority of
the voters of the City of Miami; and
WHEREAS, the City Commission has determined the
requested modification and extension is in the best interest of
the public and herein directs that a special municipal election
be held; and
WHEREAS, on the requester)
modifications and extension were approved by a majority of the
voters; and
WHEREAS, the parties agree that upon execution of this
Lease Agreement the two lease agreements referred to hereinabove
are hereby terminated and the covenants, obligations and
conditions contained therein are extinguished; and
WHEREAS, the City Commission in Resolution No. 85- ,
upon the recommendation of the City Manacer, and subject to
referendum, approved the herein Lease Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and conditions herein contained, it is agreed by
the parties hereto as follows:
1. DESCRIPTION OF PREMISES: The City hereby leases unto
the Company for the purpose and under the conditions hereinafter
set forth, the following real property and bay bottom lands
(hereinafter referred to as the "Property"), located on Biscayne
Bay, City of Miami, Dade County, Florida, as described in
Exhibit A attached hereto and made a part hereof:
2. TERM: The term of this Lease Agreement shall commence
on the day of , 1985, and shall end on the 31st day
of May, 2035.
3. USE OF PROPERTY: The Company will davelop, manage, and
promote the property to prospective tenants in such a manner that
will offer the Essential Services (as hereinafter defined)
required and encourage public enjoyment, use, and participation
so as to make the project financially feasible to both the
Company and the City, as well as to reach the objectives of the
Dinner Key Master Plan,
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The Company covenants and agrees to provide each and
every Essential Service as required in its use of the Property,
as hereinafter listed, if allowed by law; and subject to the
issuance of a certificate of use and occupancy with City zoning
approval. The Essential Services will be provided during the
entire term of this lease (subject to interruption for reasonable
periods if due to a loss of a tenant or concessionaire providing
Essential Services) unless and until the Company files a request
in writing for permission to discontinue a use or service and the
reasons therefor and said permission is granted by the City
Manager. The City Manager shall only permit discontinuance of an
Essential Service or use if he or she finds that it is no longer
essential and that the discontinuance of said Essential
Service(s) or use is in the greater interest of the public.
Essential Services required in the use of the Property:
1. A restaurant;
2 Retail facilities;
3. A marina, including an adequate number of spaces for
transient vessels;
In addition, the following list of usemay be provided
for by the Company or the tenant(s) of the Property:
(a) A refreshment stand;
(b) Boat rentals;
(c) Bait and tackle shop;
(d) Convenience food store for the benefit of marina
tenants;
(e) Marine supply store, including diving gear;
(f) outboard motor sale and incidental service;
(g) Marine clothing sales;
(h) Marine furniture sales and incidental manufactur—
ing;
(i) Boat tours;
(j) Fishing area;
(k) Sporting goods store;
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(1) antique store;
(ih) Art galleries and book store open toYi01ia1
public;
(n) Bakery;
(o) Bicycle sales and repair;
(p) China and crockery;
{q) Confectionery or ice Cream Store;
(P) Clothing;
(s) Photographic sales;
{t} Gift shop;
(u) Hobby shop;
(v) Jewelry and watch sales, repair and service;
(w) Leather goods - sales and incidental assembly and
repair;
(x) Lounges;
(y) News stand or sundry;
(z) Ba_ber shop, beauty parlor, and shoe polishing
stand;
(aa) Travel and ticket agency;
(ab) Sailmaker;
(ac) Arts and crafts;
(ad) office for management and rental of the, Property;
(ae) Marine fuel pumps;
Any related or allied uses to the above if approved
by the City Manager which approval may not be
unreasonably withheld or delayed. All Marina
operations, including rental of all boat slips
shall be directly controlled and operated by the
Company unless the consent of the City Manager is
given in writing to do otherwise on such conditions
as are mutually agreeable to the City Manager and
the Company.
4, NON-DISCRIMINATION:
The Company agrees that there will
be no discrimination under any circumstances against any person
on account of race, color, sex, religious creed, ancestry, or
national origin desiring to use the Property and the improve-
ments. Any such acts will be considered a default subject to the
terms and conditions of Paragraph 18, and it is expressly under-
stood that upon final determination of such discrimination the
City shall have the right to terminate this Lease Agreement. The
Company agrees that mincrities .shall particicate :n the deveiop-
meftt of the Project, inclui:ing construction contracts and jobs as
well as in the work force created by the develcp.ment. Minorities
shall have priority in the leasing of all tenant spaces.
5. PCBL_C ACCESS TO THE WA ERFRONT: .he public shall be
allowed access to the waterfront areas of the Property and all
facilities located on the Property shall be available to the
public, subject to the right of the Company to establish and
enforce rules and regulations to provide far the orderly opera-
tion, security, and public safety of said facilities. A copy of
all rules and regulations and any changes occurring therein shall
be subject to the approval of the City Manager, which approval
shall not be unreasonably withheld or delayed.
6. REDEVELOPMENT PLANS: The Company agrees to redevelop
the property in substantial accordance with plans and specifi-
cations furnished in its public proposal (Exhibit "B") as may be
allowed by law. The redevelopment of the docking facilities is
anticipated by the Company. If by law dredging and/or land fill
is not permitted, this will not substantially alter the remaining
overall project, and a boardwalk would still border the bay-
front. The developmental plans of the Company must complement
the overall design and planning of the Coconut Grove Dinner Key
area. Any waiver by the City of the execution of any part of the
proposed plans shall not be construed to be a waiver of any other
part of such plan.. The Company agrees that no structure of any
kind now existing on the premises shall be altered or ary new
structure erected upon the Property unless the plans therefor
shall have been approved by the City Manager, which approval
85-717,
shall not be unreasonably withheld cr delayed. Construction
shall commence within eighteen (18) months of t:.e date of execu-
tion of said Agreement and shall be completed w; thin five (5)
years from this date unless permits or other delays are caused by
the City, and in such case, this eighteen (18) month and/or five
(5) year period shall be extended by the same time period (the
"delay period").
Composite Exhibit "5" attached hereto describes the
plans and specifications furnished in the Company's proposal. It
is agreed that the improvements to the Property, as described in
Paragraph 1, and to be made by the Ccmpany, will require the
expenditure of not less than Two Million Six Hundred Thousand
Dollars ($2,600,000,00) (the "Improvement Expenditure"). This
sum does not include the expenditure for improvements to a
parking site or sites as described in Paragraph 11, said sum,
which is not to !�e less than Four Hundred Thousand ($400,000.00)
Dollars (the "Parking Sites Expenditure"), which narking Sites
Expenditure is to be in addition to the Improvement Expenditure.
The Company will submit copies of paid invoices corresponding to
the improvement Expenditure and the Parking Sites Expenditure in
accordance with Paragraph 15.
— The City agrees, within ninety (90) days after the exe-
cution of this lease, to provide adequate water and sanitary
sewage lines to the property line in accordance with normal City
services. The Company shall have the responsibility of ensuring
and providing for adequate electrical power, gas, and telephone
service to the property. The Company shall provide the required
ornamental landscaping and lighting, all in accordance with the
redevelopment plan.
The boardwalk, as proposed in the Company's proposal
document (Composite Exhibit "P"), shall be constructed in accor-
dance with the design standards set forth in the Dinner Key
Master Plan and shall be constructed by the Company. The public
shall have free and. unobstructed use of the boardwalk at all
times. Said boardwalk shall be ccmpleted prior to the issuance
of a certificate of occupancy for the proposed project.
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7, PERMITS: The Company agrees to have final plans pre--
pared which will comply with all pertinent provisions of the
South Florida Building Code and the ordinances, rules and regula-
tions of Dade County and the City of Miami. The Company agrees
that no structure of any kind now existing on the Property shall
be altered or a new structure erected upon the Property unless
the pians for said construction have been approved by the City
Manager, which approval shall not be unreasonably withheld or
delayed.
As a condition to this Lease the Company shall obtain at
its sole cost and expense all permits, approvals, and related
documents from any and all Federal, State, and local governments
and agencies requiring them for the construction, or construction
of any new docking or upland Company facilities. The Company
shall apply for and obtain all permits or approvals necessary to
commence constructisn, dredging, and/or filling on the Property.
8. CCNSTRUCTION SECURT_TY BOND: T. -.e Company shall, prior to
the commencement of construction or the awarding of any contract
for construction on the Property by the Company or any agent of
the Company, furnish the City with a Statutory Payment and Per-
formance Bond (the "Construction Bond"), in the amount of Seven
Hundred Fifty Thousand ($750,000.00) Dollars, naming the City as
the owner and the Company as the principal. The conditions of
the Construction Bond shall be to insure that the Company will:
(1) promptly make payment to all claimants, as defined in Section
255.05 (1) Florida Statutes, supplying the principal with labor,
materials, or supplies, used directly or indirectly by the prin-
cipal in the prosecution of the work provided for in the Agree-
ment; (2) pay the owner all losses, damages, expenses, costs, and
attorney's fees, including appellate proceedings, that the owner
sustains because of a default by the principal under the Agree-
ment, and; (3) performs the guarantee of all works and materials
furnished under the Agreement for the time specified in the
Agreement. The Construction Bond may be terminated, with the
written approval of the City Manager of the City, at such time as
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the proposed construction project is completed and fully opera-
tional and open to the public; and satisfactory evidence is pro-
vided by the Company to the City Manager that all requirements of
the Construction Bond have been satisfactorily concluded. The
form of the Construction Bond .hall be as approved by the City
Finance Department, Risk Manacement Division, in accordance with
the requirements of Chapter 255, Florida Statutes, and .Miami City
Code § 18.57.
9. LICENSES: The Company agrees to obtain and pay for all
required licenses necessary for the proposed operation and con-
duct of its business, and agrees to comply with all laws govern-
ing the responsibility of an employer with respect to persons
employed by the Company. It will be the responsibility of the
Company to obtain the necessary liquor licenses to permit the
sale of alcoholic beverages as permitted by this Agreement. The
Company may sell all alcoholic be•.,eraces inciental to the
restaurant but only beer and wire sales will be permitted from
the refreshment stands and convenience food store. All alcoholic
beverages sold in accordance with the provisions of this Agree-
ment shall be sold in accordance with applicable State Beverage
Regulations.
10. TAXES: During the term hereof, the Company covenants
and agrees to pay all taxes of whatsoever nature lawfully levied
or assessed against the Property and improvements, property,
sales, rents or operations thereon, including, but not limited
to, ad valorem taxes. Payment thereof shall commence with and
shall include taxes assessed for the current year. The Company
further covenants and agrees to pay all of the said taxes, if
any, lawfully assessed, on such dates as they become due and
payable. The failure of the Company to pay the taxes as afore-
said shall constitute grounds for the immediate cancellation of
this Lease Agreement by the City, subject to the terms and condi-
tions of Paragraph 18.
11. PARKING: The Company shall meet the lawful off-street
parking requirements for the use of the Property. The City shall
provide one or more sites for said off-street parking. The
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CoMbahv will develop and construct the parking or, such sites at
its expense and accordinc to the standard soec'_fications of the
City. All parking so developed shall be used in common with the
public but shall count for required off-s_reet parking of
Company. The Ccmpany sha;_ be allowed by ae =it.; to use the
area shown on Exhibit "C" to meet its required oarkinc until such
time as the City Commission requires "he Company vacate
because of imminent construction activity en the area as a result
of the City Commission's approval of other de-.elcpment for the
area or if required to do so by Judicial action. :n either case
the City Commission shall provide tie required -asking in the
Dinner Key area. The Company shall provide a tram service during
normal hours of operation from the parking sites to the subject
Property, which service shall run a minimum of twelve (12) tunas
daily from the parking sites to the Property. The tram service
shall be provided at the sole cost and expense of e Co.mpan ,
its agents or. assigns. The Company shall indemnify the City in
the operation of said tram service as provided in paragraph 23
and shall provide the City with adequate insurance coverage,
which is usual and customary to cover an exposure of this type
for the tram service, subject to the approval of the Department
of Finance, Risk Management Division.
12. EASEMENT FOR WATER TAXI OR TRAM STATION: In the event
the City decides to provide or grant a franchise to provide a
tram or people mover system for the Dinner Key area, the Company
agrees to permit the City to establish a station and roadway for
access for said system on the Property so long as the same does
not unreasonably interfere with the operations of the Company or
its tenants under this lease. Any costs in adjusting the site to
accommodate said system shall be borne by the City or its Fran-
chisee as the case may be. Location of said facilities as
described above are subject to approval by the Company which the
Company shall not unreasonably withhold or delay.
13. CONSIDERATION:
I. Minimum Annual Guaranteed Rental: As Consideration
for the lease of the said property, the Company shall pay to the
_gam
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City the greater of: (1) the Minimum Annual Guaranteed Rental as
hereinafter defined; or (2) Percentage Rental as hereinafter
defined. The Minimum Annual Guaranteed Rental shall be payable
as follows: (a) beginning upon the execution of this Agreement,
Two Hundred Forty-Seven .housand Five :undyed Liohty-Si:: Dollars
($247,586.00) per annum; (b) becinning twelve (12) months after
the execution of this Agreement, Two Hundred __qty-Seven Thousand
Five Hundred Z'_ghty-Six Dollars ($257,586.00) per annum; and (c)
beginning twenty-four (24) months after the execution of this
Agreement and throuch the year 2010, Two Hundred Seventy-Seven
Thousand Five Hundred Eighty-Six Dollars ($277,586.00) per
annum. The Minimum Annual Guaranteed Rental shall become, for
the remainder of this Agreement, the average of the immediately
preceding three (3) years rental payments to the City. The
Company shall parr on a monthly :.asis cne-twelfth (1/1211h) of the
Minimum annual Guaranteed Rantai on the first day of each month
in advance. For permanent capital improvements over Three
Million Dollars ($3,000,000.00), a credit towards rental
payments, not to exceed Three Hundred Thousand Dollars
($300,000.00) in any one (1) year, shall be given, dollar for
dollar, amortized over the first ten (10) years following
completion of construction.
II. Percentage Rental: As an alternative amount of
consideration in lieu of the Minimum Annual Guaranteed Rental,
the Company shall pay the Percentage Rental based on the follow-
4ng formulae throughout the entire term of this agreement:
(a) Eight (8%) per cent on all gross receipts up to One
Million ($1,000,000.00) Dollars in gross receipts per
lease year.
(b) Ten (10%) per cent on all gross receipts in excess of
One Million ($1,000,000.00) Dollars per lease year.
Percentage Rental shall be determined annually and
shall be paid monthly, if applicable within twenty-five
(2$) days from the end of the preceding month. Adjust-
ments to the rental shall be made at the end of the
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lease year based upon the annual percentage rent set
forth herein.
The term "gross sales" as used herein shall be consi-
deted synonymous and interchangeable with the term "gross
receipts" and shall be construed to include all income, whether
collected or accrued, fro^ all business conducted on the Property
by Company, including but not limited to, the rental cf space,
the sale of fxd and beverage, goods and services, or from any
source whatsoever, but excluding receipts from dockage and gas
sales,
Gross sales and/or gross receipts shall only include
revenues and/or percentages of revenues collected or accrued by
the Company, and shall be computed on the basis of gross receipts
by the Company only. (It shall not be computed on the basis of
gross receipts of tenants, lessees, or sublessees of the Cccpany
(ft:el sales excep_e�; :ever, any sales to xes i. -posed by law
which are separately stated to and and paid by the purchaser or
user, and are directly payable to a taxing authority by the
Company, shall be excluded from gross receipts. Gross sales
anal/or gross receipts shall also include any revenues, whether
accrued or collected, attributable to any direct or indirect
participation by the Company or any of its officers or principals
in the business or enterprise of another entity, person or tenant
of the property besides the Company per se, to the extent that
such participation entitles Company, its officers or principals
to receive remuneration; and further provided that such other
business or enterprise is done on or "in connection with" the
Property provided, however, that the term "in connection with"
shall not include revenues which result merely from the physical
adjacency of location or merely from joint promotional effort and
advertising.
The Company shall include in every remittance to the
City, of the monthly consideration as required, the applicable
amount of State of Florida sales and use tax.
The Company covenants and agrees that goods and services
offered and sold on the subject property by the Company, its
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tenants, lessee or sublessee, shall be regularly audited, during
normal business hours and in a Manner in accordance with Para=
graph 16, by the City, and that the full amount of gross receipts
attributable to the subject property shall not in any way be
diverted t� any other business er enterprise. For permanent
capital improvements over Three Million Dollars ($3,000,000.00),
a credit rental pa. -eats, not tc exceed :h_=e Hundred
Thousand Dollars (5300,000.00) in any one (1) year, shah be
given, dollar for dollar, amcrti=ad over the first ten (10) years
following completion of construction.
III. Scec'_al Percentace Rental cn :uel Sales and Dock-
age: In addition, as separate and additional consideration due
the City, not included in the hereinabove Percentage Rental, or
the Minimum Annual Guaranteed Rental, the Company shall also pay
to the City on the first day of each :month, throughcut the term
of this agreement the following:
Two an -4 a half: cents ($0.025) per Callon of fuel
sold by the Company or its subtenant from the Property
in the prior month, and fifteen (151) per cent of gross
receipts which are collected by the Company from dockage
rental and dry storage of boats at the Property in the
prior month.
14. PERFORMANCE BONDS: The Company shall post a performance
bond in the amount of Ten Thousand ($10 000.00) Dollars with the
City within thirty (30) consecutive calendar days after the exe-
cution of this Agreement to stand as security for the performance
of the Company's obligations hereunder. Said performance bond
shall be posted in cash or issued by a surety company authorized
to do business in the State of Florida and shall be refundable at
the termination of this Agreement if all terms and conditions of
this agreement have been satisfied. If the performance bond is
on an annual coverage basis, certified evidence of renewal for
each succeeding year shall be submitted to the Department of
Finance, Risk Management Division, thirty (30) days prior to the
termination date of the existing performance bond.
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15, ACCOUNTING: The Company shall report all "Gross
Aeceipts" or Gross Sales on cr before the 25th day of each month
beginning at the completion of the first month after the execu-
tion of this Lease. Each and every month thereafter, reports
shall be submitted to Property and Lease Management Division,
Department of Finance of the City, or at such other place or
places as may be designated hereafter by the City. The Company
shall provide a statement in certificate fern signed by a duly
authorized officer of the Comzany, setting forth in such detail
as it might be necessary o-:- cons:.dered necessary by the Director
of Finance of the City to determine the Gross Sales per month for
the Property. An additional detailed report of Gross Sales for
the year in conjunction with the payment of the Annual Percentage
Rent shall be submitted at the end of the lease year for the
purpose of computingthe Annual Percentage Rental.
The Cczrpany s. -all s-.ibmit quarterly reports commencing
within thirty (30) days after the first quarter of the Lease
Agreement, and continuing during the effective period thereof,
and each and every quarter thereafter, identifying expenditures
on the cart of the Company for making improvements to the
Property, equipment purchases and improvements and expenditures
related to improving the facility's amenities and services of the
Property. Such reports shall- continue during the term of this
lease, in order to provide proper accounting in accordance with
Paragraphs 15 and 19 of this lease.
16. BOOKS, RECORDS, ACCOUNTS AND STATEMENTS: The Company
shall keep true, accurate, and complete books, records, and
accounts of all sales, rentals, and business being transacted
upon the Property. Further, the Company shall, upon demand make
available all books and records, leases, agreements, reports and
financial statements in any way pertaining to the Property to
authorized representatives of the Division of Internal Audit, or
such other authorized representative as the City Manager of the
City shall designate at the Property during normal business
hours, The internal Auditing Department of the City shall be
furnished any and all records of the Company necessary to make a
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frill and complete audit of the books and operations of the faci-
lities described in this Lease Aareement.
In addition the Company will provide the City with
copies of all sales tax records from any and all business con=
ducted on the Property.
17. EXAMINATION OF THE PREIAZSES aY T':E CITY: The Company
agrees to permit the City, by its City Manager's designated per-
sonnel, to enter upon the Property at any time for any purpose
the City Manager of the City deems necessary or incidental to or
connected with the performance of City's duties and obligations
hereunder or in the exercise of its rights or functions.
18. DEFAULT: If the Company abandons ,r vacates the
Property prior to the expiration of the term hereof, or
If the Company fails to make the rental payments as set
forth herein and said payment is not „made within thirty (30) days
after written notice is given to the Co=pany, or
If the Company fails to commence construction or
complete same in accordance with the requirements of Paragraph 6
of this Agreement, or
If the Company fails to perform in accordance with any
of the other terms and conditions herein contained, and such
default is not cured within thirty (30) days after written notice
is given to the Company or if the nature of the default is such
that the Company cannot reasonably cure same within said period
and the Company fails to take diligent measures to commence and
pursue the cure thereof,
Then the Company shall be in default and the City may
re-enter the Property and terminate this lease in any manner then
permitted or provided by law. At such time, all improvements
erected on the Property shall revert to the City.
In addition to the right to re-enter and terminate the
lease, the City, in case of a breach in the payment of rent or in
Case of the breach of any other of the Company's obligations
hereunder, shall have all other remedies, including but not
limited to the right to operate the facility and collect rents
directly from tenants or other remedies afforded by the laws of
-14-
85-717.
r
the State of Florida, including but not limited to, the right to
sue for and collect rent, and to bring distress proceedings.
Said remedies may be pursued concurrently or consecutively and
the resort to one shall not be considered an election.
19. 140TICES: All notices and rental payments shall be sent
to the parties at the following addresses:
TO THE CITY: The City Manager
The City of Miami, Florida
P.O. Box 330708
Miami, Florida 33133
TO THZ' COMPANY! Bayshore Properties, inc.
Monty Trainer, President
2562 South 3ayshore Drive
Miami, Florida 33133
The City or the Company may change such mailing
addresses at any time upon giving the other party written
notice. All notices under this Lease Agreement must be in
writing and shall be deemed to be served when delivered to the
address of the addressee.
20. ATTORNEYS' FEES: In the event that it is deemed neces-
sary for either party to file a lawsuit in the appropriate court
of law in order to enforce any of the terms or provisions of this
Lease Agreement, then the prevailing party shall be entitled to
reasonable attorneys' fees.
21. INSURANCE: The Company shall maintain during the term
of this Agreement the following insurance subject to the approval
of Risk Management Division, Department of Finance of the City:
(a) Public Liability, including Products Liability,
Insurance in the amounts of not less than $1,000,000 per occur-
rence for death or bodily injury and not less than $50,000 per
occurrence for property damage.
(b) A standard Fire, Lightning, and Windstorm Insurance
policy on the premises and all furniture, fixtures, equipment,
and improvements, including the perils of fire, extended cove-
rage, and other perils, for the cash value thereof.
(c) Automobile Liability Insurance covering all owned,
nonowned, and hired vehicles in amounts of not less than $100,000
per accident and $300,000 per occurrence of bodily injury and
$10,000 property damage.
z
pig@
85-717t,
U
(d) Liability insurance covering the operation of the
tratf service between the designated parking sites and the
Property which is considered adequate at the time of the incep-
tion of the operation of the service and meets the approval of
the Department of Finance, Risk Management Division.
(e) The City shall be named as an additional insured
under the policies of insurance as required by this Agreement.
(f} The City shall be given at least thirty (30) days
advance written notice of cancellation of said polices or any
material modifications thereof.
(g) Certificates of insurance shall be filed with the
Finance Department, Risk Management Division, of the City of
Miami.
(h) The insurance coverage required shall include those
classifications as listed in standard liability insurance manuals
which most nearly reflect the operations of the Company.
(i) All insurance policies shall be issued by companies
authorized to do business under the laws of the State of Florida
and must be rated at least "A" as to management and Class "X" as
to financial strength, all in accordance with A. M Best's Key
Rating Guide, latest edition.
(j) The City reserves the right to amend the insurance
requirements according to usual and customary standards in the
Insurance Industry as circumstances dictate in order to protect
the interest of the City in this Lease Agreement.
(k) The Company shall furnish certificates of insurance
to the City prior to the commencement of operations, which certi-
ficates shall clearly indicate the Company has obtained insurance
in the type, amount, and classifications as required for strict
compliance with this covenant and shall be subject to the
approval of the Department of Finance, Risk Management Division.
(1) The policy shall be endorsed as follows:
"It is agreed that in the event of any claim or
shit against the insured for damages covered by this
policy, the insurance company will not deny liability by
the use of a defense based on governmental immunity".
-16- 85-717.,
22. INDEMNIFICATION: The Ccmpany covenants and agrees that
it shall indemnify and save harmless the City from and against
Any and all claims, suits, actions, damages or causes of action
arising during the term of this Lease Agreement for any personal
injury, by reason of or as a result of the Company's occupancy
thereof, and from and against any orders, judgments or decrees,
which may be entered thereon, and from and against all costs,
attorneys' fees, expenses, and liabilities incurred in and about
the defense of such claim and the investigation thereof, pro-
vided, however, that before the Company shall become liable for
said cost, the Company shall be given notice in writing that the
same are about to be incurred and shall have the option itself to
make the necessary investigation and employ counsel of the
Company's selection for the necessary defense of any claims.The
City may, at its option, retain its own counsel at its sole cast
and expense in addition to the provisions hereinabove set forth.
23. DAYAGE OR LOSS TO COMPANY'S PROPERTY: The Company
assumes all risk of damage or loss to the Property for any cause
whatsoever, which shall include, but not be restricted to, any
damage or loss that may occur to merchandise, goods, equipment,
or other property covered under the Lease Agreement, if lost,
damaged or destroyed by fire, theft, rain, water or leaking of
any pipes or waste water in or about said Property or from hur-
ricane or any act of God, or any act of negligence of any user of
the facilities, or occupants of the Property or any person whom-
soever.
24. DESTRUCTION OF PROPERTY: The Company agrees to keep all
improvements on the Property insured to the full insurable value
thereof and shall provide to the City a standard fire insurance
policy insuring against loss or destruction for all of the perils
of fire, extended coverage and malicious vandalism. Subject to
the rights of the Company's first mortgage lender, in the event
of loss or destruction due to any cause whatsoever, all insurance
monies shall be payable to the City, to be held by it until the
Company furnishes a bond to the City for construction or repair,
as the case may be, of like tenor and effect and under the same
-17� 85-717_
9
conditions as the bond hereinbefore required in the case at the
initial redevelopment. Upon the furnishing of such bond, the
City shall promptly pay to the Company all insurance proceeds.
It is provided, however, that should the cost of repairs not
exceed the sum of $25,000 then the City shall pay over to the
Company, without the necessity of any bond, the amount of insur-
ance policies thereafter collected by the City. The Company
shall furnish to the City duplicate originals of all insurance
policies required under this Lease Agreement. The insurance
policy required 'hereunder shall be approved by the City as to
form, amount, and insurer or insurers and shall provide that all
proceeds shall be payable to the City as provided in the Lease
Agreement. All construction and repairs shall be effected as
promptly as circumstances permit.
Plans for reconstruction or repairs shall be submitted
to and approved by the City Manager, and permits therefor and
inspection fees shall be procured and paid for by the Company.
If within one hundred eighty (180) days after any such
destruction or damage, the Company fails to furnish said plans
and bond to the City, then all insurance monies collected by the
City shall be and become the property of the City and this Lease
Agreement shall be cancelled and terminated automatically.
25. BUILDING MAINTENANCE: The Company accepts the building
and grounds in their present condition and without any warranty
by the City as to their condition. The Company, at its sole cost
and expense, shall maintain the grounds and the interior and
exterior of the buildings. The Company agrees to provide ade-
quate janitorial services. The Company further agrees to main-
tain the buildings and Property in a condition of proper clean-
liness, orderliness, and state of attractive appearance at all
times. If the buildings and Property are not kept reasonably
clean and attractive in appearance, the Ccmoany shay_ be so
advised. Corrective action shall be taken by the Company within
seven (7) days time. In the event such action is not taken, the
City shall have the right to make repairs or cause the ?roperty
P11
to be cleaned and the Company shall then be required to reimburse
the City within thirty (30) days for said cost and charges.
26, UTILITIES: The Company shall pay for all utilities
Consumed on the Property as well as connection charges thereof
and waste collection fees, if any. The Company further agrees to
place all utilities required by its use of the leased Property
underground.
27. PURE FOOD AND SANITAPY LAWS: The Company shall abide by
all pure food and sanitary laws and the employees involved in the
handling or sale of any food or beverage shall all possess health
certificates. All food and beverage sold shall be of the highest
grade and quality standards as established by law.
28. CONFORMITY TO THE LAW: The Company covenants to comply
with all laws, ordinances, regulations, deed restrictions and
orders of Federal, State, County and Municipal authorities
pertaining to the zroperty and operation thereon.
29. DOCKAGE RATES: The Company agrees to maintain the dock
rates at a level not to exceed those charged by comparable
marinas in the Dinner Key Area providing like services.
30. PLEDGE OF LEASEHOLD INTEREST: The Company may pledge
this leasehold interest as security for industrial development
bonds provided the quality of the assignee or pledge is approved
by the City Manager which approval may not be unreasonably
withheld. This section shall under no circumstances be construed
to require the City to participate in the financing or the
proposed redevelopment improvements. The City shall fully
cooperate with the Company, in respect to the reasonable require-
ments of Company's lender.
31. ASSIGNMENT AND SUBLETTING OF PREMISES OR TRANSFER OF
STOCK: The Company shall not at any time during the term of this
Lease Agreement assign this Lease Agreement or any portion or
part thereof, except and by virtue of written authorization
granted by the City Manager of the City. Said authorization
shay_ not be unreasonably withheld or delayed. This clause shall
not apply to sub -leasing space to tenants of the Company.
85-717.
The Company is a corporation authorized to do business
ifi the State of Florida, and agrees that it will not transfer any
dti
r
15. EXPIRATION: At the expiration of the term of this Lease
Agreement or at its prior termination, all permanent improvements
placed on the property by the Company shall be and become the
property of the City and the Company shall quietly and peaceably
deliver the same to the City.
36. ENTIRE AGREEMENT: A waiver of the breach of any of the
covenants of this Lease agreement shall not be to be a
waiver of any other covenant or any succeeding breach.
The provisions of this Lease Agreement contain the
entire understanding of the parties hereto concerning the subject
matter hereof. No modifications, release, discharge or waiver of
any of the provisions hereof shall be of any force and effect
unless signed in writing by the City Manager of the City.
37. CAPTIONS: The captions contained in this Lease Agree-
ment are inserted only as a matter of convenience and for
reference and in no way define, ll:aiz or prescribe the scone of
this Lease Agreement or the intent of any provisions thereof.
IN WITNESS WHEREOF, the parties herein have executed
this Agreement the day and year first above written.
CITY OF MIAMI, FLORIDA,
a municipal corporation
By:
CITY MANAGER
ATTEST:
CITY CLERK
BAYSHORE PROPERTIES, INC.,
a Florida corporation
By:
PRESIDENT
(SEAL)
ATTEST;
_ SECRETARY _
85--71'7.
P11
bESCRIPTION OF PREMISES - EXHIBIT A
The "CITY" does hereby lease to the "COMPANY" for the
purposes and under the conditions hereinafter set forth, the
following described property known, and designated ast
Lots 20, 21, 22 and 23 (less the southwesterly
25 feet of said Lot 23) Block 43, of SAMUEL
RHODES PLAT OF NEW BISCAYNE, according to the
plat thereof, as recorded in Plat Book B of
Page 16, of the Public :records of Dade County,
Florida.
Also included in this lease are the following described
Say Bottom lands in Biscayne Bay, Dade County, Florida, to -wits
Commence at the northerly corner of Lot 20,
Block 43, of the Amended Plat of NEW BISCAYNE
as recorded in Plat Book B, at Page 16, of the
Public Records of Dade County, Florida; thence
run south 400 23' 32" east along the north-
easterly line of said Lot 20 and its south-
easterly prolongation thereof for a distance
of 691.46 feet, more or less, to a point of
intersection with the Dade County Sul' -head
Line (J.S. Harbor Lire) as recorded in Plat
Book 74, at Page 35, of the Public Records of
Dade County, Florida, said point being the
Point of Beginning of the hereinafter
described carrel of submerged land; thence
continued south 4011 23' 32" east along the
southeasterly prolongation of the north-
easterly line of said Lot 20 for a distance of
270.00 feet to a point; thence run south
49°'33' 29" west for a distance of 167.00
feet, more or less, to a point of intersection
with the southeasterly prolongation of the
southwesterly line of the northeasterly 1/2 of
Lot 23, Block 43, of said Amended Plat of New
Biscayne; thence run north 400 23' 32" west
along the southeasterly prolongation of the
southwesterly line of the northeasterly 1/2 of
said Lot 23 for a distance of 183.78 feet,
more or less, to a point of intersection with
said Dade County Bulkhead Line; thence run
north 210 41' 51" east along said Dade County
Bulkhead line (U.S. Harbor Line) for a dis-
tance of 184.49 feet, more or less, to U.S.
Harbor Line Point No. 74; thence run north 490
33' 29" east along said Dade County Bulkhead
Line for a distance of 3.97 feet, more or
less, to the Point of Beginning; said parcel
contains 0.8738 acres, more or less; and
Lot 24 and the SW'ly 25 feet of Lot 23, Block
43, RHODES PLAT OF NEW SISCAYNE, according to
the plat thereof, recorded in Plat Bock "S" at
Page 16, of the Public Records of Dade County,
Florida, less, however, a strip of land 4 feet
in width off of the NW'ly side thereof hereto-
fore dedicated to the City of Miami, as des-
cribed in Clerk's File 67R-11237; and
A Parcel of submerged land in Biscayne Bay
Sec. 22-54-41 described as Lying SE'ly of and
abutting Lot 24 and SW'ly z of Lot 23 (less
N'ly 4') of Block 43 of SAMUEL RHODES AMENDED
-23- 85"`-717
!SAP OF NEW BISCAYNE, PB B116, more particu-
"-y
latly described as follows: Becin at SW
corner of said Lot 23, said corner being, in
the :Wean high water line of Biscayne Bay;
thence S 40123'32" E along SE'ly extension of
'ky SW'ly line of Lot 24, a distance of 538.57' to
a point in the Bulkhead Lire established for
this area shown or. mac in PB 74'3 (Sheet 5);
Bulkhead Line
thence N 21041'51" N along said
a distance of 84.87 feet to the in~_ersection
with SE'ly ; of Lot 23; thence N -.0°23'32" W
alma said SE'ly extension a d' -stance of
.41 feet to the mean high eater line
44r _
a
boundary ,f said S?i' ly I Of Lot 23 s:: i of sid
Lot 24, a� distance cf 75-00 feet ;:'ore or less
to the POB as described in Clerk's File 58R-
115129, tccether with improvements thereon,
any and all. rights appurtenant thereto, and
- together with any and all riparian rights.
A location map of the area to be leased by the
"CITY" to
the "COMPANY" is attached hereto and made a part
hereof as
Exhibit "A-1"
05-143-060/4*
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-o Honcreble 'layor and
Members of the Cite
Commission
Sergio Per
PROM: City Mana6
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
DATE -- I 1 :+eF :ILE:
SUBJECT Ha ys'iore Properties, Inc.
Agreement
FIA It 111111110 21k
1.
REFERENCES` or ity commission Meeting
of July 13, 1985
ENCLOSURES _
Resolution, Agreement
It is recommended that the
City Commission adopt "he
attached.1esolution approving
the Agreement between
Hayshore Properties, inc. aro
:he v >f 1_a�i for an
extension, vcmb_,,a;_on
mod......_ t i : n 'D f e o
existing lease agreemenws
re atea to t:ie Operation of
Monty Trainer's Restaurant,
Marina and Hoatshed
Facility, and urther
authorizing the City Manager
to exacute_saio agreement .n
substantially the form
attached subJect to voter
approval.
Hayshore Properties, Inc. operates 'Monty Trainer's Restaurant, Marina
and Boatshed Facility on two parcels of City -owned, waterfront property
under two existing lease agreement with the City. In order to develop
the properties known as the Kelly Property and the Miley Property in a
financially feasible manner, Hayshore Properties, Inc. has requested
that the two leases be combined into one lease and that said lease term
be extended for an additional 25 years from the year 2010.
The City Charter requires that under certain circumstances an extensic.
or modification to an existing lease of City -owned waterfront property
first be approved by a majority of the voters of the City of Miami. By
Resolution 85-642 adopted June 13, 1985, the City Commission called and
provided for a special municipal election to be held on August 13, 1985.
The purpose of the election is to submit 'uayshore Properties Inc.'s
proposal to the electorate for their approval or disapproval.
it is recommended that the attached resolution he adoptcd, approving the
agreement between 8ayahnre Properties, Inc. and the City of Miami for
the ax;ens1on, comb-Ination and mod1Cj.catiun of the exiotin.g cwu lease
agreemento related to the operation of Monty 7raincr's Restaurant,
Marina and 6oatshrd Facility. The resolution further authorizes the
' City Manager to execute said agreement in substantially the yonn
" attacbed, subject to voter approval at the special municipal election on
August 13, 1985'