NON-BINDING LETTER OF INTENT
Sylvia Caviggia, President
Palm Coast Duplicate Bridge Club, Inc.
305 Palm Coast Parkway NE
Palm Coast, FL 32137
Dear Sylvia:
The purpose of this letter is to set forth certain general concepts concerning the leasing of Premises which the parties anticipate will be constructed at 305 Palm Coast Parkway NE, Palm Coast, FL 32137, and which are generally described in Exhibit A (the “Premises”), to be owned by the City of Palm Coast, if constructed. It is expressly understood and agreed that no portion of this letter is to be considered legally binding on either party in any manner whatsoever, nor does this letter constitute any form of representation or warranty from one party to the other. This Letter of Intent is not assignable by either party.
The parties propose that the City lease the Premises, when and if constructed, to Palm Coast Duplicate Bridge Club, Inc., (“Club”), to allow Club to conduct bridge club activities, which will contain the normal and customary provisions for leases in Florida. The parties agree that the City will not subordinate its fee title to the Premises to any financing commitments entered by the Club. The parties will negotiate a Lease Agreement, which shall set forth the terms and restrictions on the use of the Premises.
Lease terms shall include, but not be limited to, the following:
1. Proposed Rents*: Lease term not to exceed 30 years. Prepaid rent up to $250,000 and security from Club, which roughly equates to a monthly credit of $1,063.00 per month over the term of a 30 year lease. Rent shall be set initially at $1,800.00 month, plus applicable sales tax. In addition to pre-paid rent, Tenant will pay $737.00 per month, towards basic monthly rent of $1,800.00, plus applicable sales tax. Said rent and sales tax, once due, shall be paid on the first of each month. This monthly fee of $737.00 per month will increase 2% annually on October 1st of each lease year for the first 10 years. At each tenth anniversary, the parties will compute the annual increase in accordance with the average of the Consumer Price Index for the prior 10 year period, and adjust the rate accordingly.
Florida state sales tax will be applied to monthly rental fee unless verification of exemption from payment of Florida state sales tax is provided.
*Any change to the length of the term, prepaid rent amount or hours of use will necessitate a change to the monthly rent payment.
2. Use: Club is only authorized to use the Premises for a total of 36 hours per week, Monday through Saturday, between the hours of 9:00 a.m. to 5:00 p.m. The Premises are not available for use by the Club on New Year’s Day, Thanksgiving Day and Christmas Day. City may designate 12 additional days each year, with no more than two consecutive days scheduled in a row, Monday through Saturday, when the Premises are not available to Club. If City designates more than 15 days (including the three holidays), then City will reduce the rent proportional to the number of days designated by the City over the 15 days. At all other times, the City can use the Premises as City sees fit, in City’s sole discretion. Club can request additional hours, but scheduled hours in excess of 36 hours per week will incur the City’s current hourly rate for the use of the Community Center, to be paid in advance
3. Taxes & Insurance: Club shall timelywill promptly pay all applicable taxes and insurance for which it is liable under the final negotiated lease agreement.
4. Tenant Repairs & Maintenance: Club shall maintain and keep in good repair the improvements as defined in the lease agreement.
5. Tournaments: Tournament dates must be scheduled in advance and approved by the Parks and Recreation Department.
The reservation fee will be waived when an approved, scheduled tournament generates overnight hotel stays of participants with documented proof of a minimum of 25 room nights.
6. Supplies & Equipment: The Club must provide required tables and chairs and supplies required to implement bridge games/tournaments and serving of refreshments. Secure areas will be available to the Club to store supplies and equipment.
7. Rental Policies & Procedures: Organization must adhere to the current Usage Policies and Procedures of the Palm Coast Parks and Recreation Department.
8. Assignment/Sublet: Club may not assign the Lease or sublet the Premises.
As indicated above, this letter is not intended to be legally binding upon any party. This letter constitutes a noncontractual and nonlegally binding letter of intent entered into solely for the purpose of reflecting the intentions of City and Club to attempt to negotiate with one another. and to secure initial agreements concerning the preparation and execution of mutually acceptable legal documentation incident to the consummation of the Lease referred to in this letter. Execution and delivery of such documentation shall be a condition precedent to any obligation of City and Club with respect to the above referenced Lease. It is further agreed and understood that either party may terminate negotiations with respect to the proposed Lease at any time, without thereafter incurring further obligations of whatever kind and without having incurred any damages of any kind, each party agrees to return all materials it may have received during the term of this letter, to the party that provided the materials to the other party aside from the returning to such other party all materials furnished by the other party during the term of this letter. By signing below, the parties agree that this letter of intent correctly reflects the parties’ understanding and agreement concerning the proposed Lease of the Premises, to allow the parties to begin preparation of a formal written and Lease agreement.
Sincerely,
CITY OF PALM COAST
Jim Landon, City Manager
Accepted and agreed to this _____ day of ______, 2014.
PALM COAST DUPLICATE BRIDGE CLUB, INC.
By:______
Print name:______
Title:______
4EXHIBIT A
[Sketch and Legal Description]