2011-27647 Reso 2011 -27647
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING A DULY NOTICED
PUBLIC HEARING, THE FOLLOWING AGREEMENTS PERTAINING TO THE
PROPOSED LEASE AGREEMENT (THE LEASE), HAVING A TERM OF NINE (9)
YEARS AND 364 DAYS, BETWEEN THE CITY AND PENNSYLVANIA AVENUE
LLC, D /B /A GIGI, FOR THE USE OF APPROXIMATELY 7000 SQUARE FEET OF
GROUND LEVEL RETAIL SPACE AT THE PENNSYLVANIA AVENUE GARAGE,
1661 PENNSYLVANIA AVENUE, MIAMI BEACH, FLORIDA, FOR A HIGH -
QUALITY RESTAURANT (PRIMARY USE), WITH ANCILLARY USES FOR A
HIGH - QUALITY BAKERY, BAR/CAFE, AND BOOK AND GIFT SHOP: 1) A
LETTER OF INTENT (LOI), SETTING FORTH THE SUBSTANTIVE BUSINESS
TERMS OF THE LEASE; 2) A PRE -LEASE DUE DILLIGENCE REVIEW
AGREEMENT; AND 3) A DRAFT, IN SUBSTANTIAL FORM, OF THE PROPOSED
LEASE; AUTHORIZING THE CITY MANAGER TO EXECUTE THE PRE -LEASE
DUE DILLIGENCE REVIEW AGREEMENT; AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FINAL LEASE, BASED UPON THE BUSINESS
TERMS IN THE LOI AND SUBJECT TO FINAL REVIEW BY THE CITY
MANAGER AND CITY ATTORNEY'S OFFICE; AND FURTHER WAIVING, BY
5 /7THS VOTE, THE COMPETITIVE BIDDING AND APPRAISAL REQUIRMENTS
(AS PERMITTED PURSUANT TO SECTION 82 -39 OF THE CITY CODE),
FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY.
WHEREAS, on February 14, 2011, the City's broker, Koniver Stern, presented the City with a
proposed Letter of Intent (LOI) from Mr. Amir Ben Zion, of Pennsylvania Avenue, LLC D /B /A Gigi
(Tenant), to lease approximately 7,000 square feet of ground floor retail space in the recently
completed Pennsylvania Avenue Garage, located at 1661 Pennsylvania Avenue; and
WHEREAS, the Tenant is planning to open a second version of its highly acclaimed Gigi's
Restaurant, currently operating in Miami's Wynwood district; and
WHEREAS, based on preliminary estimates, the Tenant's cost to build out the vanilla shell
space is anticipated to cost approximately $2.5 million, which will have to include the installation of a
grease trap, additional sub -grade plumbing, and kitchen exhaust venting; and
WHEREAS, in consideration of these circumstances, the Tenant has requested a six (6)
month "pre - lease" due diligence review period (to precede the actual Lease commencement date) in
order to ascertain the feasibility of obtaining a Full Building Permit prior to entering into the Lease;
and
WHEREAS, Section 82 -37 of the Miami Beach City Code, governing the lease of public
property for a term of ten (10) years or Tess requires review by the Finance and Citywide Projects
Committee, and City Commission approval, accompanied by a public hearing; and
WHEREAS, Section 82 -39 of the City Code further provides for the waiver of the competitive
bidding and appraisal requirements, by 5 /7ths vote of the City Commission, upon a finding by the
Mayor and City Commission that the public interest would be served by waiving such conditions; the
Administration would hereby recommend that the Mayor and City Commission approve said waiver;
and
WHEREAS on March 14, 2011, the City's Finance and Citywide Projects Committee
WHEREAS, Y Yw J
considered the proposed business terms of the aforestated Lease, including Tenant's request for
the Pre -Lease due diligence review, and recommended that the City Commission approve same,
subject to negotiation of final Lease; and
WHEREAS, at its regular meeting on April 13, 2011, and as required pursuant to Section 82-
39 of the City Code, the Mayor and City Commission held a duly noticed public hearing to hear
public comment as to the proposed Lease.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve,
following a duly noticed public hearing, the following agreements pertaining to a proposed Lease
Agreement (the Lease), having a term of nine (9) years and 364 days, between the City and
Pennsylvania Avenue, LLC, D /B /A Gigi, for use of approximately 7,000 square feet of ground level
retail space at the Pennsylvania Avenue Garage, 1661 Pennsylvania Avenue, Miami Beach, Florida,
for a restaurant (primary use), with ancillary uses for a bakery, a bar /cafe, and a book and gift shop:
1) a Letter of Intent (LOI), setting forth the substantive business terms of the Lease; 2) a Pre -Lease
Due Diligence Review Agreement; and 3) a draft, in substantial form, of the proposed Lease;
authorizing the City Manager to execute the Pre -Lease Due Diligence Review Agreement;
authorizing the Mayor and City Clerk to execute the final Lease, based upon the business terms in
the LOI, and subject to final review by the City Manager and the City Attorney's Office; and further
waiving, by 5 /7 vote, the competitive bidding and appraisal requirements (as permitted pursuant to
Section 82 -39 of the City Code), finding such waiver to be in the best interest of the City.
PASSED and ADOPTED this 13th day of April, 2011.
ATTEST:
1 45, wit. A PAA..c(4,_ A10127 0 Ar - 1.40/ _?.: 2
Robert Parcher, CITY CLERK Ma Herrera - Bower, MAYOR
JMG \HMF\AP \KOB
T :'AGENDAl2011\April 131RegularlGiGi Lease Reso.doc APPROVED AS TO
FORM & LANGUAGE
6, FO Ag CUTION
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COMMISS I ON ITEM SUMMARY
Condensed Title:
A Resolution approving, following a duly noticed public hearing, the following agreements pertaining to a proposed Lease
Agreement having a term of nine (9) years and 364 days, between the City and Pennsylvania Avenue, LLC D /B /A Gigi, for use of
approximately 7,000 square feet of ground level retail space at the Pennsylvania Avenue Garage, 1661 Pennsylvania Avenue,
Miami Beach, Florida for a high - quality restaurant (primary use), with ancillary uses for a high - quality bakery, bar /cafe and book
and gift shop: 1) a Letter of Intent (LOI) setting forth the substantive business terms of the Lease; 2) a Pre -Lease Due Diligence
Review Agreement; and 3) a draft, in substantial form, of the proposed lease; and authorizing the City Manager to execute the
Pre -Lease Due Diligence Review Agreement; authorizing the Mayor and City Clerk to execute the final lease based upon the
business terms in the LOI and subject to the final review by the City manager and the City Attorney's Office; and further waiving
by 5 /7ths vote the competitive bid requirement.
Key Intended Outcome Supported:
Increase resident satisfaction with the level of services and facilities.
Supporting Data (Surveys, Environmental Scan, etc.):
Approximately 40% of retail businesses surveyed, rank Miami Beach as one of the best places to do business and 61% of
the same group would recommend Miami Beach as a place to do business.
Issue:
I Shall the City Commission approve the Lease Agreement?
Item Summary/Recommendation:
PUBLIC HEARING
On February 14, 2011, Koniver Stern, the City's Real Estate Broker, presented the City with a proposed Letter of Intent (LOI) from
Mr. Amir Ben Zion, to lease approximately 7,000 square feet of ground floor retail space in the recently completed Pennsylvania
Avenue Garage, located at 1661 Pennsylvania Avenue. The prospective tenant is planning to open a second version of its highly
acclaimed Gigi's Restaurant currently operating in Miami's Wynwood district. Based on preliminary estimates, the Tenant's cost to
build out the shell space is anticipated to cost approximately $2.5 Million. Due to the nature of the City's charter involving the
lease of city -owned property, the maximum allowable term under the charter is nine (9) years and three hundred and sixty four
(364) days. In consideration of these circumstances, the prospective tenant has requested a six (6) month due diligence review
period to precede the actual lease commencement date, in order to allow them to reserve leasing rights while advancing design
and plan development in order to ascertain the feasibility of obtaining a full building permit prior to commencement of the lease.
On March 14, 2011, the City's Finance Committee approved in concept the terms and conditions related to a Pre -Lease Due
Diligence Agreement and a Lease Agreement, provided for in the attached Letter of Intent (LOI), as follows:
The Pre -Lease Due Diligence Agreement reserves the retail space for a maximum of six (6) months, to commence immediately
upon approval of the proposed lease by the City Commission and terminate upon the earlier of six months or the date on which
the tenant is ready to obtain a full building permit for the proposed improvements to the space. As a condition for reserving the
space during this period the prospective tenant shall post a $25,000 fee with the City. The proposed lease generally provides for
a term of nine years and 364 days, at an initial base rent of $75.00 per square foot (adjusted by 3% annually commencing during
the third year); percentage rent; and a proportionate share of Common Area Maintenance costs (taxes and insurance), projected
at $10.00 per square foot during the first year of the lease.
The Administration recommends approval, following a duly noticed public hearing, of the proposed Pre -Lease Due Diligence
Review Agreement and the Letter of Intent (LOI), setting forth the substantive business terms of the Lease Agreement between
the City and Pennsylvania Avenue, LLC., and further authorizing the Mayor and City Commission to execute the Final Lease,
based upon the business terms in the LOI and subject to final review by the City Manager and the City Attorney's Office.
Advisory Board Recommendation:
Finance & Citywide Projects Committee: March 24, 2011
Financial Information:
Source of Funds: n/a Amount Account
1 n/a
Financial Impact Summary:
City Clerk's Office Legislative Tracking:
Anna Parekh, extension 7193
Sign -Offs:
Department Director Assista ty Manager City Manager
AP HM'2 l
`�L / 11 , JMG
6
MIAMIBEACH
AGENDA ITEM P7
' DATE q i3 -1
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, vww,r.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Jorge M. Gonzalez, City Manager
g ty ��.
DATE: April 13, 2011 PUBLIC HEARING
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, FOLLOWING A DULY NOTICED
PUBLIC HEARING, THE FOLLOWING AGREEMENTS PERTAINING TO THE
PROPOSED LEASE AGREEMENT (THE LEASE), HAVING A TERM OF NINE (9)
YEARS AND 364 DAYS, BETWEEN THE CITY AND PENNSYLVANIA AVENUE
LLC, D /B /A GIGI, FOR THE USE OF APPROXIMATELY 7000 SQUARE FEET OF
GROUND LEVEL RETAIL SPACE AT THE PENNSYLVANIA AVENUE GARAGE,
1661 PENNSYLVANIA AVENUE, MIAMI BEACH, FLORIDA, FOR A HIGH -
QUALITY RESTAURANT (PRIMARY USE), WITH ANCILLARY USES FOR A
HIGH - QUALITY BAKERY, BAR /CAFE, AND BOOK AND GIFT SHOP: 1) A
LETTER OF INTENT (LOI), SETTING FORTH THE SUBSTANTIVE BUSINESS
TERMS OF THE LEASE; 2) A PRE -LEASE DUE DILLIGENCE REVIEW
AGREEMENT; AND 3) A DRAFT, IN SUBSTANTIAL FORM, OF THE PROPOSED
LEASE; AUTHORIZING THE CITY MANAGER TO EXECUTE THE PRE -LEASE
DUE DILLIGENCE REVIEW AGREEMENT; AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FINAL LEASE, BASED UPON THE BUSINESS
TERMS IN THE LOI AND SUBJECT TO FINAL REVIEW BY THE CITY
MANAGER AND CITY ATTORNEY'S OFFICE; AND FURTHER WAIVING, BY
5 /7THS VOTE, THE COMPETITIVE BIDDING AND APPRAISAL REQUIRMENTS
(AS PERMITTED PURSUANT TO SECTION 82 -39 OF THE CITY CODE),
FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
KEY INTENDED OUTCOMES SUPPORTED
Increase resident satisfaction with the level of services and facilities.
BACKGROUND
As you are aware, the recently completed Pennsylvania Avenue Garage located at 1661
Pennsylvania Avenue (the Garage) was built with approximately 7,000 square feet of retail space.
The Administration has been working with the Koniver Stern Group (KSG), the City's contracted real
estate broker, to market this space as available for lease. The space is available in its entirety, or
can be sub - divided into smaller spaces. KSG researched and marketed the space according to
industry standard.
Commission Memorandum
GIGI's
April 13, 2011
Page 2 of 4
The space has been available since the CO was issued for the building on October 29, 2010. The
City, via KSG, has shown the space to several restaurateurs and retail operations. While showing
the space, prospective tenants were informed that it is not the City's intention to provide or fund any
of the necessary improvements for prospective tenants, which will include, among other things,
installation of HVAC, bathrooms, lighting, dry wall, flooring, etc. Further, the space was not built with
any venting system or grease trap to support a restaurant tenant.
In addition, pursuant to City Code, lease terms beyond ten years require a referendum. As a result,
the maximum lease term for the space without a referendum in nine years, 364 days. In discussing
potential prospects for this space with KSG, the City was advised that the short term restriction may
present an issue for certain tenants, as the necessary build -out for certain uses (such as a
restaurant) can be extensive, which in turn would drive up the cost of amortizing the capital
investment over the shorter term. By comparison, private landlords can often offer terms far
exceeding ten years to accommodate sizeable tenant investment in the space. As a result, in order
to be more competitive with private market landlords, the City would need to consider other ways of
making a potential lease more favorable.
ANALYSIS
On February 14, 2011, KSG presented the City with a proposed Letter of Intent (LOI) from Mr. Amir
Ben Zion, of Pennsylvania Avenue, LLC D /B /A Gigi (tenant or Gigi), to lease approximately 7,000
square feet of ground floor retail space available in the recently completed Pennsylvania Avenue
Garage, located at 1661 Pennsylvania Avenue. The prospective tenant is planning to open a
second version of its highly acclaimed Gigi's Restaurant currently operating in Miami's Wynwood
district. As indicated in the attached concept proposal from Gigi, Amir Ben Zion has an extensive
background in the restaurant industry and has created many landmark culinary and hospitality
landmarks in Miami and Miami Beach, including, but not limited to, The Townhouse Hotel and Bond
Street Japanese Restaurant on 20 Street, Miss Yip Chinese Cafe on Lincoln Road and Sra.
Martinez in the Design District. The tenant's plan which generally encompasses the entire retail
space of the Garage, provides for an eclectic mix of uses, which will include Gigi's noodles, buns
and BBQ, Gigi's burgers and beers, Gigi's coffee and bakery and the Gigi mini bar. A copy of the
tenant's preliminary concept plan is included as "Exhibit A" to this memorandum.
Based on preliminary estimates, the Tenant's cost to build out the shell space is anticipated to cost
approximately $2.5 Million, which includes the installation of a grease trap, additional sub -grade
plumbing and kitchen exhaust venting, none of which are provided for in the current design of the
building. Typically, a build -out of this nature would command a term in excess of ten years in order
to amortize the capital investment in the project. However, due to the City's charter involving the
lease of city -owned property, the tenant will instead agree to the maximum allowable term under the
charter of nine (9) years and three hundred and sixty four (364) days. The prospective tenant is
nonetheless committing to a minimum capital investment of $1.2 million as a condition of the Lease.
However, the prospective tenant has requested consideration of a six (6) month due diligence
period to precede the actual lease commencement date, in order to allow them to reserve leasing
rights while advancing design and plan development and consulting with the City's Planning and
Building Departments in order to ascertain the feasibility of obtaining a full building permit prior to
commencement of the Lease. The prospective tenant is willing to invest a considerable sum and
time necessary to develop full plans without the full benefit and security of an executed lease, while
posting a $25,000 fee with the City, which will be refundable in the event the prospective tenant is
unable to obtain a full building permit within six months in spite of reasonable and verifiable efforts to
do so. During the six -month due diligence period, the City retains the right to continue to market the
Commission Memorandum
GIGI's
April 13, 2011
Page 3 of 4
property and accept back -up offers to lease the site. Pursuant to direction from the City Attorney's
Office, the Administration has negotiated two separate instruments which were presented to the
City's Finance and Citywide Projects Committee for its consideration on March 24, 2011, as follows:
Pre -Lease Due Diligence Period
The first item is a "Pre -Lease Due Diligence Period," outlined in the attached Letter of Intent (LOI),
which is attached hereto as "Exhibit B." This document reserves the retail space for a maximum of
six (6) months, to commence immediately upon approval of the proposed lease by the City
Commission. The Pre -Lease Due Diligence Period will terminate upon the earlier of six months after
the approval date of the Lease terms by the City Commission, or the date on which the tenant is
ready to obtain a full building permit for the proposed improvements to the space, in which case the
$25,000 security for the Pre -Lease Agreement shall be credited towards the Tenant's Minimum
Security Deposit. Under the terms of this Agreement, the Tenant may choose to proceed with the
Lease at the end of the six months, even if they haven't obtained a full building permit. However, at
that time, the Tenant would be subject to the full terms of the Lease. It should further be noted that
all costs incurred during the due diligence period are borne by the Tenant.
Proposed Lease Terms
The second item involves the actual terms of the proposed Lease which are also set forth in the
attached LOI. In recognition of the sizeable capital investment by the prospective tenant, the
Administration is recommending the maximum allowable lease term of nine years and 364 days.
The proposed Lease includes a base rent (adjusted annually, commencing the third Lease Year), as
well as a percentage of gross, with rent commencement to occur on the earlier of six months after
Lease Commencement or ninety days from the sooner of the either the TCO or the opening of the
business. A full year rent payment under these terms represents approximately $525,000 in rental
income to the City (pending verification of actual square footage and exclusive of any percentage
of gross collected and CAM to be charged).
While there are few market comparables for retail spaces on 17 Street in the immediate vicinity, the
proposed base rent of $75 per square foot is above the $60 per square foot asking rent for the
comparable retail space at 1677 -1681 Lenox Avenue. Furthermore, and as noted above, the
Administration has required that, in addition to the base rent, the prospective tenant will pay to the
City a percentage of gross revenues, equivalent to two (2 %) percent of revenues in excess of $8
million and three (3 %) of revenues in excess of $9 million. Gross revenues will not include tips or
taxes. In addition to base and percentage rent, the prospective tenant will pay is prorated share of
Common Area Maintenance (CAM) costs, including any real estate taxes assessed in the future.
The first year's CAM costs are projected at $10.00 per square foot or $70,000 annually.
CONCLUSION
Section 82 -37 of the Miami Beach City Code, governing the sale /lease of public property, as
amended by the City Commission on September 15, 2010, provides that the lease of any City -
owned property for a term of ten (10) years or less (including renewal option periods) requires the
following:
1) the proposed lease shall be transmitted by the City Manager (without need for referral
by the City Commission) to the Finance and Citywide Projects Committee (F &CPC), for
review; and
Commission Memorandum
GIGI's
April 13, 2011
Page 4 of 4
2) City Commission approval accompanied by a public hearing, which may be set by the
City Manager and shall be advertised not Tess than seven (7) days prior to said hearing
in order to obtain citizen input into the proposed lease.
Sections 82 -39 further provides for the waiver of the competitive bidding requirement, by 5 /7 vote
of the City Commission, upon a finding by the City Commission that the public interest would be
served by waiving such condition.
On March 24, 2011, the F &CPC recommended in favor of the proposed lease and directed staff to
work with the City's broker and the prospective tenant to finalize the terms and conditions pertaining
to the Pre -Lease Due Diligence Period and the Lease Agreement for approval by the full City
Commission.
The prospective tenant's proposed use is desirable for the available retail space in the City -owned
Garage, providing an attractive variety of uses under the auspices, development and management
of an experienced operator. The Administration therefore recommends that the Mayor and City
Commission approve, following a duly notice public hearing, the proposed Pre -Lease Due Diligence
Review Agreement and the Letter of Intent (LOI) setting forth the substantive business terms of the
Lease Agreement between the City and Pennsylvania Avenue, LLC., and further authorizing the
Mayor and City Commission to execute the Final Lease, based upon the business terms in the LOI
and subject to final review by the City Manager and the City Attorney's Office.
JMG /HMF
Attachments.
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