97-22359 RESO
RESOLUTION NO.
97-22359
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING,
IN SUBSTANTIAL FORM, AN ADDENDUM TO THE LEASE
AGREEMENT BETWEEN THE CITY OF MIAMI BEACH
AND ONE WASHINGTON AVENUE CORPORATION, FOR
THE PREMISES CURRENTLY KNOWN AS SOUTH POINTE
SEAFOOD HOUSE, SUBJECT TO AND CONTINGENT UPON
FINAL NEGOTIATION BETWEEN THE CITY MANAGER
OR HIS DESIGNEE AND NEW YORK REST AURANT
GROUP, L.L.C., AS SUCCESSOR IN INTEREST TO ONE
WASHINGTON AVENUE CORPORATION, OF
OUTSTANDING TERMS IN THE ADDENDUM REGARDING
AUTOMOBILE PARKING; AND FURTHER AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE SAID
ADDENDUM TO THE LEASE AGREEMENT SHOULD SAME
BE SUCCESSFULLY NEGOTIATED BY THE PARTIES
HERETO.
WHEREAS, pursuant to Resolution No. 85-18223, the City entered into a Lease Agreemer t
with Specialty Restaurants Corporation, dated November 7, 1985, for the premises situated at Sout 1
Pointe Park, One Washington Avenue, Miami Beach, Florida, and commonly describec. a;;
Crawdaddy's Restaurant and now known as South Pointe Seafood House (Lease Agreement); an I
WHEREAS, on September 2, 1993, the Mayor and City Commission approved Resolu:io 1
No, 93-20899, approving an assignment of the Lease Agreement from Specialty Restaurant;;
Corporation, as assignor, to One Washington Avenue Corporation, as assignee; and
WHEREAS, on July 26,1996, One Washington Avenue Corporation filed for bankruptc);
and
WHEREAS, the New York Restaurant Group, L.L.C. now proposes to acquire the as ;et;
and interests in One Washington Avenue Corporation, including the South Pointe Seafood Heus ~
Restaurant building and interest in the leasehold, for the purpose of opening a restaurant to be knOWl
as Smith & W ollensky; and
WHEREAS, as a condition to its approval of the transaction, the City and the New Yorl:
Restaurant Group, L.L.C, are in the process of negotiating an Addendum to the Lease Agreem~n1,
attached hereto in substantial form as Exhibit "A"; and
WHEREAS, the Administration would request that the Mayor and City Commission hereil I
approve, in substantial form, the attached Addendum to Lease Agreement and further authorize th:
City Manager to continue negotiations with the New York Restaurant Group, L.L.C, and finalize th.~
outstanding terms in the Addendum with regard to automobile parking; and
WHEREAS, the Administration would further recommend that the Mayor and City C I.er .~
be authorized to execute the finalized Addendum to the Lease Agreement, subject to and contingert
upon satisfactory negotiations of the aforestated term by the City Manager or his designee,
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CJT'"
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and Cit f
Commission herein approve, in substantial form, the attached Addendum to the Lease Agreemer t
between the City of Miami Beach and One Washington Avenue Corporation, for the premise;
currently known as South Pointe Seafood House, subject to and contingent upon the final negotiatio 1
between the City Manager or his designee and New York Restaurant Group, L.L.C" as succe;sc r
in interest to One Washington Avenue Corporation, of outstanding terms in the Addendum regardin .~
automobile parking, and further authorizing the Mayor and City Clerk to execute the finali ze 1
Addendum to the Lease Agreement should same be successfully and satisfactorily negotiated by th.~
parties hereto.
PASSED and ADOPTED this 16th day of
,
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ATTEST:
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CITY CLERK
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F ;\A 1'1'< )\.~Al J .It.: IMISOPTEU'lE.RES
APPROVeD AS TO
fORM & lANGUAGE
& FOR EXECUTION
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ADDENDUM TO LEASE
THIS ADDENDUM is made as of the 1st day of June, 1997, by and between the City (f
Miami Beach, a Municipal Corporation of the State of Florida ("Lessor") and 1 Washington AVf:nue
Corp, ("Lessee"),
W HER E AS:
A. Lessor and Lessee are the present parties to that certain Lease (the "Lease") dated
February 8, 1985 with respect to certain real property located in Dade County, Florida, as mOle
particularly described in Exhibit "A-I" to the Lease (the "Premises"),
B.
below,
The parties desire to amend the Lease in certain respects as more particularly set 10rth
NOW THEREFORE, in consideration of the execution and delivery of the Lease and (]th,,~r
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, tl e
parties hereby further agree as follows:
1. This Addendum shall be deemed a part of, but shall take precedence over ar d
supersede any provisions to the contrary contained in the Lease,
2, All initial capitalized terms used in this Addendum shall have the same meanirg i's
set forth in the Lease unless otherwise provided.
3. Lessor and Lessee acknowledge and agree that the Commencement Date of the Lea:e
was November 7, 1985. In this regard, the latest date for Lessee to exercise its first ten (10) ye lr
renewal option shall be November 6, 2004 and the latest date for Lessee to exercise its second t( n
(10) year renewal option shall be November 6,2014.
4. Lessor and Lessee acknowledge and agree that Lessee shall be making ceia n
improvements to the Premises. In this regard, Lessee shall not be obligated to pay any minirnu n
monthly rent and/or Parking Fees (as hereinafter defined) until the earlier to occur of: (i) Decemb:r
1, 1997; or (ii) the date upon which Lessee opens for business to the public, whichever is earlier (tILe
"Rent Commencement Date").
5, In addition to the uses set forth in paragraph 4 of the Lease, Lessee shall be entitl( d
to also use the Premises for: (i) the retail sale of goods and merchandise to patrons on the Premis'i:s
("Onsite Retail Sales"); and (ii) the mail order marketing, distribution and sale of such goods ar d
merchandise for off site retail sales ("Offsite Retail Sales").
6, Gross Receipts, as defined in paragraph 12 of the Lease, shall include all receipts
from Onsite Retail Sales. Subparagraphs 12( 1) and 12(2) are hereby deleted in their entirety. Th.~
following additional exclusion from Gross Receipts shall be added as a new paragraph 12(5):
"(5) Receipts from Offsite Retail Sales."
7, Percentage Rent to be paid by Lessee, as defined in paragraph 10(2) of the Leas;:, s
amended as follows:
2 1/2%
3%
3 1/2%
to $2,500,000.00
to $2,500,000.00 - $4,800,000.00 $3.000.000.00
over $4,800,000,00 $3.000.000,00
8, During the Term or any renewal of the Lease, Lessor agrees to make available 1:)
Lessee the use of 105 parking spaces located immediately adjacent to the Premises. In considen:tic n
of the foregoing, upon commencement of the Rent Commencement Date, Lessee shall pay to Le ss( r
(together with each payment of minimum monthly rent) a parking fee equal to $6,250.00 per month
(i.e. $75,000.00 annually) (the "Parking Fee"), Notwithstanding anything to the contrary contamei
in the Lease, all Parking Fees paid by Lessee shall be credited against Lessee's percentage rent
obligations.
9, Within three (3) business days following the occurrence of the Rent Commencemel It
Date, Lessee shall pay to Lessor, annually, the sum of Nine Thousand Six Hundred and No,'l( 0
($9,600.00) Dollars as payment of all current applicable parking impact fees, as required by City << ,f
Miami Beach Ordinance No, 89-2665, Section 7-7, as same may be amended from time to tlm~,
Said $9,600,00 parking impact fee shall represent payment for use, as made available to Lesse~, I jf
an additional 32 parking spaces throughout the Term of the Lease or any renewal of the L(:as~,
making the total number of parking spaces available to Lessee equal to 137, Notwithstan.iir g
anything to the contrary contained in the Lease, half of all parking impact fees paid by Lesse~, ; .s
same may be amended from time to time, shall be credited against Lessee's percentage re It
obligations.
10. During the term of the first ten (10) year renewal period, Lessee shall pay to Lc;: ssur
the additional sum of Twenty Five Thousand and No/I 00 ($25,000,00) Dollars at the end of ]~a< h
applicable lease year (the "Renewal Bonus Fee"), During the second ten (10) year renewal. tle
Renewal Bonus Fee shall be increased to Sixty Five Thousand and Noll 00 ($65,000.00) Dollar~.
11. Upon execution ofthis Addendum, Lessee agrees to contribute the sum of Thirty Fi'e
Thousand Two Hundred and No/IOO ($35,200,00) Dollars to Lessor, to be used by Lessor fo~ tl e
demolition and clearing ofthe bandshell in South Pointe Park and such other improvements to Sou h
Pointe Park as Lessor deems appropriate. Lessor agrees to complete the demolition and c1earirg t If
the bandshell no later than the date on which Lessor opens for business to the public.
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12, The following language shall be added to the end of paragraph 25 of the Lease
"...,." which approval shall not to be unreasonably withheld."
13.
follows:
Paragraph 27 of the Lease is hereby modified to replace the address of the Lessee as
1 Washington Avenue Corp.
c/o The New York Restaurant Group, L.L.C,
1114 First Avenue
New York, New York 10021
Attn: Mark Levine, C,F.O,
14. Lessor acknowledges and agrees that the Lease is presently in good standing and fr~.e
from default,
15, Except as specifically modified hereby, all of the provisions of the Lease whicl ale
not in conflict with the terms of this Addendum shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the ja'e
first above written.
Signed, sealed and delivered
in the presence of:
ATTEST:
~6r~
LESSOR:
Robert Parcher, City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
By:
ey our Gelber, Mayor
i~ 7!fp
LESSEE:
1 Washington Avenue Corp.
By: ~~ -
Title: bJ~LV7l~
J;;n(lSt-~ t 6EC"Q~::"""IlY
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F:\A lTO\AGUR\AGREEMN1\LEASE\ I W ASHLSE. ADD
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CITY OF MIAMI BEACH
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FROM:
Robert Parcher
City Clerk .~
Lawrence A. Levy ~
First Assistant City Attorney
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S. . ." Qrr\C\,
C,\"'\'i C\..O:z\\ ~
TO:
DATE:
August 25, 1997
RE:
Smith & W ollensky Lease
With regard to your request concerning the "After Action" on the captioned matter, tbss
to advise you that we have spoken with bond counsel and determined that no written opinion fro n
bond counsel is necessary with regard to the parking for the Smith & Wollensky restaurant in S::m h
Pointe Park,
LAL/bfg
FIA TTOILEVLIMEMOS\SMITHWOLP AR
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
http:\\ci.miami-beach,f1.us
COMMISSION MEMORANDUM NO. ~ l.-3 - ~ 1
FROM:
Mayor Seymour Gelber and DATE: April 16, 119~!!7
Members of the City Commission
Jose GarCia_pedr]jsa
City Manager
ASSIGNMEN OF LEASE FROM SOUTH POINTE SEAFOOD HOUSl~
RESTAURANT TO NEW YORK RESTAURANT GROUP (SMITH &
WOLLENSKY)
TO:
SUBJECT:
ADMINISTRATION RECOMMENDATION:
Approve the resolution.
BACKGROUND:
On August 6, 1994, the City of Miami Beach issued a Request For Proposals for the developm en :,
construction and operation of a restaurant at South Pointe Park. As a result of this request, a lea~e
was entered into between the City of Miami Beach and Speciality Restaurant Corporation 01
November 7, 1994. Subsequently, an Assignment of the Lease was made from Speciality RestauraJ t
Corporation to South Pointe Seafood House Restaurant.
ANALYSIS:
South Pointe Seafood House Restaurant filed for bankruptcy on July 26, 1996. A request has heel
presented to the Administration by South Pointe Seafood House Restaurant and the New YOlo(
Restaurant Group (Smith & Wollensky) for Assignment of the Lease to the latter. Pursuant tc tb
current Lease Agreement under paragraph 25, the City Commission must approve any h~me
assigmnents. The Administration has negotiated with New York Restaurant Group the following
changes to the current lease:
. Paragraph 12, Gross Receipts: Whereby the only adjustments to gross sales wi I te
the cost or value of meal given to employees and given for entertainment an:l
business promotion. The lease shall be amended to exclude receipts from the sale (f
waste or scrap materials resulting from lessor's operations on the premises and
AGENDA ITEM ~ 1l]~,
DATE~1,
1
receipts from the sale or trade in value of any furniture, fixtures or equipment use J
on the premises. Additionally, on premises retail and mail order sales will be entere J
into the calculation of gross sales on which percentage rent is based.
. Paragraph 2, Term: In the first ten year option a $25,000 bonus increase per :re, r
will be paid. In the second ten year option an additional $40,000 bonus increa5e t)
the first option bonus increase will be paid. These bonus increases will b~ i 1
addition to the percentage rent and base rent payment.
. Paragraph 10, Percentage Rent: Will be changed to reflect a percentage paymeI t
of 3 1/2 percent on gross sales of $2.5 million to $4.8 million and four percent (f
gross sales over $4.8 million,
. Paragraph 34, Automobile parking: A payment of $75,000 per year towards ale 5
parking spaces will be made to the City by the New York Restaurant Group. If ~.a1<. s
are in excess of $3 million, the Group will be allowed to recapture the $75,000 f( r
parking out of the base rent payment.
. The New York Restaurant Group will be pay a parking impact fee for the additi)nLl
parking spaces required to meet their seating capacity,
. Lease is amended to reflect that retail sales will be permissible on site and such ~,aks
will be included in the gross sales calculations on which the percentage rent is pai"L
. To allow for construction, the restaurant is expected to close soon, and the New Ymk
Restaurant Group will have a six-month grace period or until the restaurant i; r,:-
opened, whichever comes first, of rent abatement. It is estimated that the re it
abatement will amount to approximately $15,000 during said six-month period.
. New York Restaurant Group will attain all the proper review and approval:; tlr
renovation and/or expansion from the City of Miami Beach and the Departmelt If
the Interior.
. The New York Restaurant Group will make a contribution of $40,000 to the City )f
Miami Beach for the demolition of the bandshell and improvements to South Pc>in:e
Park.
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. The Assignment is contingent upon immediate payment to the City of all monies du .~
from the South Pointe Seafood House Restaurant. It is also contingent on th.~
approval by the Bankruptcy Court, which will consider the Assignment on May 1 ~ ,
1997,
CONCLUSION:
Based on the renegotiation of the Lease terms, the Assignment of the lease is in the best intere~:t ( f
the City and should be approved by the City Commission.
JGP:MDB:lcdl~
F:\CMGR\$ALL\COM-MEM.97\SPSHNEW.YK
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