between the City
HiaJai. a .unicipal
o~ the State of Florida Inc •• a
here1aii£ter called the -City· and Grove Key Marina. Florida corporation, hereinafter
caJ.1ed the ·company·. adds and entered into
between the parties
to that Lease AgreeJll8nt:de _ on April 1. 1976.
the City coiamission adopted Resolution and directing the City Man~ger to execute
a Lease AgreeJQent with· the Company beginning
for the eight year period
JUly 1, 1976 and ending June 30, 198~; and WREBEAS, said Lease Agreement elated April 1, 1976 that the Company aqd operating
the -Lease Agreement")
and the City sball negotiate
restaurant conditions determined
facility on the leased premises. relating
with the terms and facility to be
to this food and beverage agreement
between the City and the Company and that the except by of
and subject to approval WHEREAS,
by the City CommisSiGu; provided
said Lease Agreement
CDIIlpanyshall not sublet any part of the premises v~rtue of written Miami; and WHEREAS, Motion
granted by the Commission
the City Commission in concept
14. 1976 by
the size and type of
to be constructed
on the premises; agree as follOWS:
TlIEREFORE, the parties Premises
to be Leased.
The City does hereby lease to the Company the Company docs hereby hire from the City, in addition property set forth in paragraph
to the the
of the Lease Agreement,
proporty more particularly described in Exhibit n attached
It 9916 .cl058
_The City does bereby grant Restaurant
SUblessee, under the te:tlllS of the Sublease
hereto as EXhibit C for the purpose of erecting easement being more particularly hereto.
in Bxhibit B attached 2.
7be City bereby authorizes
after referred to as the -Restaurant
to Grove and approves
.ub1ease that certain parcel described in Exhibit A, hereinFacility-
Restaurant Ltd., a Florida limited partnership,
the sublease between Grove Key Marina, Inc. and Grove Restaurant
Ltd. attached hereto as EXhibit
In the event that Grove Key Marina, Inc.
defaults under the terms of the Lease Agreement or in the event that Grove Key Marina. Inc. is removed from the premises or ceases to operate the premises for any reason, the City and the Sublessee shall be deemed to be in direct privity and all payments required under the terms of the Sublease shall continue to be made directly
to the City.
Rent for Restaurant Facility. The consideration contemplated under Paragraph
4 of- the Lease Agreement shall not apply to the Restaurant Facility. Ren~ shall be paid ~o ~he City for this Res~aUrant
Facility on the following basis:
During the term of this lease the Company or its sublessee shall pay to the City a minimum annual rent of Thirty Six Thousand Dollars. payable as follows: (i) percent
(3.5\1 of monthly
An amount equal to three and one-half gross sales as herein defined
shall be paid monthly to the City on or before the fifteenth day of the following month;
Within fifteen days after the close of
each lease year, the COIBpany or ita Sublessee shall pay to the Cit:y tbalUllOuot, if,any, by whicb the pBYJIH!nts made pursuant to paragraph
above were less than Thirty Six Thousand
(iii) Reataurant Pac~lity co_nce~
During the month in which the operation, 'the first day of that
.month shall be considered the day from which each lease year is oaleulated. lease
However, the aintmum annual rent for the first shall be reduced prorata for the number of days
during the first IIIOnth which the Restaurant Facility was not
in operation. (8) Ad Valorem Ta~es.
Xn the event that the Restaurant FaCility becomes subject to ad valorem taxation on the leasehold interest or the possessory interest attribUtable
City which is subleased for the Restaurant Facility, then these ad valorem taxes shall be paid by the Company or its Sublessee and that amount shall be deducted from the amount which would otherwise be payable in accordance with paragraph (A) above.
This reduction from rent to the City for ad valorem taxes shall not apply to ad valorem taxes attributable to the
bUilding, equipment or fixtures of the Restaurant Facility, which shall be paid by the Company or its Sublessee. (C) Payment by sublessee Rent under the terms of this prOVision will be paid directly to the City by the Sublessee but in no instance shall this provision be construed paying said rent if the Sublessee payments. 4. Gross Sales The term gross sales shall be interchangeable the term gross receipts. with to release the Company from should fail to make rental
Gross sales for the Restaurant Facility
as used in paragraph 3A of this Addendum shall be as defined in paragraph 12 of the Sublease between Grove Key Marina and Grove
Restaurant Ltd., which is attached hereto as Exhibit
· ClrOSS _las
as Bet. forth in paragraph
4 of the
Leaee Agreement. ahall be 8t:rict.1y
tbexeln. an~ shall not .apply to lrevenues of the Company
wb1cb aris. ~rOla investments Faoility. or participation or reoeipts in the operation of the Restaurant SUblease bosiness Ag~eement attribut.able to the
or investnaent.s or participat.ion in other to the Le~se Agreement.
and the Sublease
On the date
(Exhibit C) are approved Campany or its Sublessee
by the City and executed,
shall pay to the City the sum of of the first three mon~~s minimum This amount. shall be promptly in the event that in paragraph 3
$9.000. as advance
IIIODthlyrent due hereunder. returned failure to the Company
or its Sublessee
of any of the conditions have occurred. ~mprovements
of the Sublease 6.
of City. of construction of the and improve-
upon commencement restaurant, installation
the City agrees to commence construction to the leased premises of the following
ments and to pursue such work with due diligence:
road with street
underground for future lighting
cables with electrical ornamental lighting,
to be installed
by the Sublessee.
road is to be located indicated in Exhibit
in approximately A attached Drive
the location hereto.
at South Bayshore access
to the leased premises.
IU 9916 retoo1
b. Water supply to the leased premises to l~ne closest to the Restaurant adequate to service the Restaurant
c. 7 •. ~.
Tbe parties aqree that in order
£~Danc~ng of the major improvements to the 1eased prem~ses,
including the construction of the Restaurant Facility.
of the Lease Agreement is hereby extended or thirty years from the date the Restaurant Facility business. whichever. terminates
through June 30, 2009,
Licenses. Xt is CDn~emplated that the Restaurant beverages, Fac~l~ty
shall require a license to sell alcoholic City hereby agrees to cooperate Sublessee or permits operation
fully with The company and its as well as other licenses and shall
such license. necessary
in the construction
of the Restaurant Facility.
not be construed laws. 9.
to require the City to relax or avoid its
of Improvements. furnishings. and equipment
All improvements, constructed ~ or installed
on the Restaurant
the Company or its Sublessee
shall be personal property,
and Company or its Sublessee
shall have legal title thereto In the event company or its
during the term of this lease. sublessee decides
to finance the purchase and installation fixtures. and equipment by use of a Code, a
of certain furniture, financing
agreoment under the Uniform Commercial bill of sale, a leasing agreement. agreement
or some other
security or title retention the City ackno~ledges
that title to the equipment may be in the financing ("Financing
the name of the company providin9
•fi 9916 ,,1062
and that the Financing
to such equipaent
1s parlllllOunto the rights t
In oonneetion therewith. the City
such waiver and 'consent
required by the Financing
S\1bJ.~NlElee wUl use their
to require that
Agency notify the City of
its SUblessee which the City mayeither
clefauU by the
un4er any Financin9 Agreement.
(i) cure the company
upon which Company or its rights under the
or (ii) require that the COIIIpanyor its the equipment removed
the Financing Upon the
A9reement: the Company or its
obtain title to such equipment: or shall equipment better val~e. with comparable equipment of equal or of this
Upon the expiration
or termination property
lease, title to all permanent,rcal constructed
on the Premises
shall vest in the City.subject agency. Title to all supplh,,:. removable
to- the rights
of any financing inventories,
shall remain vested
with the Company or its Sublessee, Sublesaee Licenses. Sublessee
and the Company or its
shall have the right to remove such items. excepting from the Premises unless the Company or its
is in default hereunder.
Manner of Operation.
The company or
the restaurant and beverage
stocked with food
staffed to serve the patrons shall maintain a
and the Company or its Sublessee
baverage ..to least
equal to sim~lar
operaUon~ , in -file area at reasonably
b~ The facilities
comparable prices. to be constructed
o~ its Sublessee
shall ,be open seven days a week,
with the +ception
of Chr:lstIIIIIa Day ~
each ot:bex\ clays that are approved in writinq by the City Manager.
Minimoa hours of operation shall·be as
.Lunch Hoilday throu'1h Friday Saturday and Sunday Dinner
a.m. to 2:00 p.m. 11:00 a.m. to 3:00 p.m.
5:00 p.m. to 11:00 p.m.
Boors to comply with City of .1iami Code and Ordinances. hours of operation of the City Manager. to
changes in these minimum approval
are subj~t to the reasonable
,Nothing herein contained authorize:hours
shall be construed
to the laws gover~in9 SUbsequent.
In the event of termination pursuant to the terms of Paragraph
of the Sublease attached
3 of the Sublease
hereto as 'Exhibit C, this Addendum and rescinded obligations executed.
shall be deemed cancelled from all
and the Company and the City released as though this Addendum
had not been
Pledge of Leasehold
The Company or its Sublessee may pledge or subordinate that portion of its leasehold interest as is
subleased ifor the Restaurant Facility as security for a bona fide loan 'from reputable lenders or lending institutions, but
not beyond the term of the Sublease attached hereto as Exhibit C. subject to the approval of the City ~~nager, which shall not be unreasonably withheld. There shall be
· ito 'pledge of lea_lIOld
provided herein unless
apPJ:ovad in writing by the City Manager. which approval shall
not" be unreaaonabl.y
prior to obtaining written
the co.pany ahall f~Di8h to the City Manager all and legal lDstrwnentspertaining thereto involving
the pledge of leasehold interest as security.
Right to Cure. ·The City hereby agrees to provide notice to any
agency or institution financing improvements on the property.
of "he fa.Llure of
COmp ....y or
the terms and conditions contained
in the Lease Agreement
the Sublease or to notify the financing agency if the COmpany or its Sublessee abandons or vacates the property prior to the expiration of the term of the Lease Agreement. provided that the notifies the City
financing agency desiring such notification Manager.
in writing, of its desire to receive suoh notification.
Said notice shall be sent at the sane time notice is sent to the Company as provided in Paragraph 22 of the Lease Agreement. The
City hereby agrees to grant to any financing institution or agency
to cure said breach or default within the same time that if the
periods allowed to the Company provided, however.
COmpany vacates or abandons the demised property prior to the
expiration of the term of this lease the City ~hall grant to the financing institution a reasonable time to cure such default. 22 of the Lease
the cure of any default or breach of the Company by may operate as an assignaent if such
the financing agency or institution
of the rights of the Company under this agreement provision is required by the financing agreement. 14. Easement to City or Assigns.
If and in the event the City decides a tram or people-mover
system or grant a franchise for same for
the Dinner Key area, the Company agrees to permit the City or its assigns to establish a station or terminal for 5Aid system
acce~s across the property, subject to the approvals of the Company and its ~ublessee, which approvals shall not be unnaaouably withheld. If and in the event the City ~CideB _tar _ter
borne traDSportation or to grant a franchise to provide borne transportation to and frOlll the Dinner Key area to
other locations in the City, the CODP8ny agrees to permit the
City or ita franchisee to build sufficient docking facilities fox
said water borne transportation in a location sUbject to approvals of the Company and its Sublessee, which approvals shall not be unreasonably withheld~
It is agreed by the parties hereto that neither
of the above transportation systems will be permitted to
interfere with the normal operations of
marina or the by
Restaurant Facility, but rather to enbance these operations making them more accessible to the general public. IS. Adjustment of Leased Areas. After the completion of all improvements
plated under the terms of this lease, the Company and the Sublessee may agree to the surrender and the City may agree to accept certain portions of the leased premises for public parking areas and public landscaped areas. 16. Termination. (AI The City shall have the right to terminate
this Lease by written notice to the company and its Sublessee not less than 180 days prior to the effective date of termination. On the day of termination, the City shall pay to the Company the improvements and projected in
fair market value of its investments,
profits, which fair market value shall have been determined the following manner: (1) By direct ne90tiation
between the City and
the Company, or if the parties cannot agree on the amount to be paid, then
(l) By arbitration, whereby the City shall I18lect an appraiser and the ColIIpanyshall select an appraill8r. aDd these tWo appraisers shall aIJree on • third appraiser. and the deciSion of the three or the. t.ame has
any two .ORthe sums to be paid aftV
been fully submi~ted and argued. shall be binding upon t1Ia parties! hereto. Bach of the parties hereto
sball bear .&11t~
to the services
ana act~vitiQs o~ their own arbiter
the fees and
expenses of the ~eferee shall be borne equally by
(3) In no case shall the amount of the money that is to be paid by the City be less than .the following: (a) The total amount of outstanding loans on the leasehold interest. improvements and equipment of the Company: plus (b) The remaining net .value of all the company's improvements and equipment based on straiqht line depreciation over their useful life; p1us (c) The average annual profit for the preceding three years based on the Company's books and records. multiplied by the number of years which remained on the lease in the absence of termination. (B) On the day of termination the City shall also
pay to the sublessees their investments,
of the company the fair market value of and projected profits, such according to the same method
fair marke~ value to be determined as set forth in this paragraph. (e)
At the time of payment of all sums se~ for~h shall execute agreements hereunder. and shall
above, the Company and its Sublessees cance11ing
this Lease and any Subleases
execute bil1s of sale for all parsonal property to be transferred on forms satisfactory to the City.
Ii 9916 ,dOG?
(D) The rig~t of termination granted by this
_y not be exercised
by the City prior to June 30. 1999 • action of the City COmmission at ~
.and may be exercised n9ulerly
scheduled public meeting. 17.
'l'he time 'for performance lilly term. eondition
by the parties
t:he IIddendum and the
sbAll be deened extended from acts of Cod.
by time lost due to delays resulting strikes. hurricanes restrictions unavailability
of building aatexials. civil riots. flooda, national or labOr. Cause
o:t" nat\Q;al diaQstera. by governmentGl
and any other
the control of the parties.
Wl:S ADDENDUM shal.l
3 of the Lease Agreement, to be repealed. except
and said Lease amended.
shall not be deemed any manner provided. IN WITNESS individually whatsoever
or modified specifically
have officials . •
their proper this~1
execuJted THIS . ADDENDUM
THE CITY OF K:rAMI, a Municipal
GROVE KEY MARINA. INC., a Florida corporation