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HomeMy WebLinkAboutR-03-0872J-03-642 07/15/03 RESOLUTION NO. 03- 8 2 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A SETTLEMENT AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI AND THE UNIVERSITY OF MIAMI. WHEREAS, The City of Miami ("City") and the University of Miami ("UM") have unsettled disputes regarding deficiencies reported in an audit issued by the City on October 9, 2001 relative to the deduction of sales tax from the Use Fee payable by the UM to the City under the Use Agreement for the Orange Bowl Stadium and the City's maintenance of a Restricted Enterprise Fund; and WHEREAS, the City and UM wish to perform a feasibility analysis for the redevelopment of the Orange Bowl Stadium and UM has negotiated an agreement with Hammes Company for the performance of such study at a fee of $250,000, plus reimbursable expenses; and WHEREAS, in connection with the performance of the feasibility analysis for the redevelopment of the Orange Bowl Stadium that UM has agreed to reimburse the City for other � � k� r "m aJ SWb �a etl T I CITY COMMISSION Pdls:ET111C OF J I1 I E `s !'93 Resolution No. 0 872 studies requested by the City and approved by the UM, in a total amount not to exceed $420,000; and WHEREAS, the City and UM wish to resolve their disputes by entering into a Settlement Agreement, in substantially the attached form. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporate as if fully set forth in this Section. Section 2. The City Manager is authorized" to execute a Settlement Agreement, in substantially the attached form, between the City of Miami and the University of Miami. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.11 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 2 of 3 03- 872 PASSED AND ADOPTED this 24th day of July , 2003. ATTEST: PR-ISCILLA A. CITY CLERK APPROVED AS 0"Oeivak EL A. DIAZ, MAYOR RRECTNESS:lt;/ W7392:tr:AS Page 3 of 3 43- 872 SETTLEMENT AGREEMENT This Agreement is made this day of , 2003, between The City of Miami, a municipal corporation of the State of Florida (the "City") and the University of Miami, a not for profit corporation of the State of Florida ("UM"). RECITALS: A. The City and UM entered into a Use Agreement for the use of the Orange Bowl Stadium, dated June 22, 1990, as amended (the "Orange Bowl Agreement") which provides, among other things, for the payment of a Use Fee in an amount equal to 10% of the total gross actual ticket sales revenue received by the University from each game played at the Orange Bowl "less any applicable Federal or State tax, and the Ticket Surcharge to the admission price." B. Notwithstanding that UM is exempt from the payment of sales tax on admissions to athletic events, UM has deducted from the Use Fee payable to the City an amount equal to the amount of sales tax that it would have been required to pay, had it not been exempt from such taxes. C. An audit report issued by the City on October 9, 2001 (the "Audit") reports that the UM owes the City the sum of $259,649.93 in Use Fees for deducted sales tax, together with interest thereon, from the commencement of the1990 football season through the end of the 2000 season, which report is disputed by UM. Further, the City claims that UM owes the sum of $33,208.62 in Use Fees for deducted sales tax through the end of the 2001 season, which claim is also disputed by UM (collectively, the "Past Due Amount"). D. The Orange Bowl Agreement requires the City to deposit all Ticket Surcharge collected pursuant to the agreement in a Restricted Enterprise Fund and requires that said fund be used to pay for certain types of improvements to the Orange Bowl Stadium. E. Until August 2002, the City did not maintain the Restricted Enterprise Fund required by the Orange Bowl Agreement, but has spent in excess of $2,000,000 in improvements to the Orange Bowl Stadium, which exceeds the amount that would have accumulated in the Restricted Enterprise Fund had the City maintained it during the same period. F. The City and UM wish to perform a feasibility analysis for the redevelopment of the Orange Bowl Stadium (the "Feasibility Study") and UM has negotiated an agreement with Hammes Company for the performance of such study at a fee of $250,000, plus reimbursable expenses (the " Feasibility Study Fee"). G. The City and UM have irreconcilable differences regarding the Past Due Amount and the Restricted Enterprise Fund, which the parties wish to resolve by this Agreement. 03- 872 H. UM has offered to pay for the Feasibility Study Fee and other studies as may be reasonably required by the City pursuant to this Agreement in consideration of the City waiving all claims against UM for the Past Due Amount and the City is willing to accept UM's offer in consideration of UM waiving all claims against the City relating to the Restricted Enterprise Fund. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties, the City and UM agree as follows: 1. Recitals: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. UM's Release: In consideration of this Agreement UM hereby releases and waives any claim that it may have against the City, its officers, directors, employees and agents, from all claims or matters relating to the absence of a Restricted Enterprise Fund from the commencement of the term of the Orange Bowl Agreement through the date of this Agreement. 3. UM's Obligations: In consideration of the City's waiver under Section 4 below, UM agrees: (i) to enter into an agreement with Hammes Company, on substantially the terms set forth in the Preliminary Project Workplan Orange Bowl Redevelopment attached hereto as Exhibit "A," for the performance of the Feasibility Study and to pay the Feasibility Study Fee and all other costs as may be required under said agreement for the performance of the Study, and (ii) to procure, conduct and pay for such other studies as may reasonably be requested by the City relating the Orange Bowl Stadium; provided, however, that the total amount to be paid by UM under this paragraph shall not exceed the sum of $420,000. 4. City's Waiver and Release: In consideration of UM's obligations under Section 3 above, the City hereby releases UM and waives any claim that it may have against it for the collection of the Past Due Amount from the commencement of the 1990 football season through the date of this Agreement. In the event UM fails to perform its obligations under Section 3 above by January 1, 2004 (the "Expiration Date"), the City's waiver and release shall become null and void and shall have no further force and effect, provided, however, that any amounts spent by UM in the performance of its obligations through the Expiration Date shall be deducted from the Past Due Amount. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written. Attest: UMSettlementAgreementfinal UNIVERSITY OF MIAMI 2 03- 872 Attest: CITY OF MIAMI C Priscilla A. Thompson, City Clerk Joe Arriola, City Manager Approved as to Form and Correctness By: Alejandro Vilarello, City Attorney Last revised 7/2/03 UMSettlementAgmementfinal 3 03— $79 CITY OF MIAMI 32 CITY ATTORNEY'S OFFICE MEMORANDUM TO: Mayor and Members of the City Commission FROM: Alejandro Vilarello, City Attorney DATE: July 16, 2003 RE: Proposed Settlement -City Commission Agenda -July 24, 2003 The proposed resolution and settlement agreement resolves all outstanding issues with the University of Miami and provides payment by the University in the amount of $127,000,000 (J-03-642) The attached proposed Resolution authorizes a settlement between the City of Miami and the University of Miami related to the payment of past due fees for use of the Orange Bowl. The City and the University of Miami entered into a Use Agreement for use of the Orange Bowl in an amount equal to ten percent (10%) of the total gross actual ticket sales revenue received by the University from each game played at the Orange Bowl "less any applicable Federal or State tax, and the Ticket Surcharge to the admission price. The University has deducted from the Use Fee payable to the City an amount equal to the amount of sales tax that it would have been required to pay, had it not been exempt from such taxes. An audit revealed that UM owes the City $25,649.93 for Use Fees. The City spent in excess of $2,000,000 in improvements to the Orange Bowl Stadium. W909:tr:AS Attachment(s) c: Joe Arriola, City Manager Elvi G. Alonso, Agenda Coordinator 03- 872 COMMISSION .AETING OF JULY 24, 2003 ITEM NO. 32 SUBSTITUTE MEMO TO RESOLUTION CITY OF MIAMI CITY ATTORNEY'S OFFICE MEMORANDUM TO: Mayor and Members of the City Commission FROM: Alejandro Vilarello, City Attorney DATE: July 24, 2003 RE: Proposed Settlement -City Commission Agenda -July 24, 2003 The proposed resolution and settlement agreement resolves all outstanding issues with the University of Miami and provides payment by the University in the amount not to exceed $420,000 (J-03-642) The attached proposed Resolution authorizes settlement between the City of Miami ("City") University of Miami ("UM") related to the payment of past due fees use of the Orange Bowl. The City and UM entered into a Use Agreement for use of the Orange Bowl for ten percent (10%) of the total gross ticket sales revenue from each game played at the Orange Bowl "less any applicable Federal or State tax, and the Ticket Surcharge to the admission price." An audit revealed that certain deficiencies in payment were present. The City and UM wish to resolve their dispute and perform a feasibility analysis for the redevelopment of the Orange Bowl Stadium. UM has negotiated an agreement with Hammes Company for the performance of such study at a fee of $250,000, plus reimbursable expenses. In addition to the performance of the feasibility analysis for the redevelopment of the Orange Bowl Stadium, UM has agreed to reimburse the City for other studies requested by the City and approved by UM, in a total amount not to exceed $420,000. W909:tr:AS Attachment(s) c: Joe Arriola, City Manager Elvi G. Alonso, Agenda Coordinator 03- 872 s FORM 813 MEMORANDUM OF VOTING CONFLICT FOR COUNTY, MUNICIPAL, AND OTHER LOCAL PUBLIC OFFICERS LAST NAME—FIRST NAME—MIDDLE NAME NAME OF Br %RD, COUNCIL, COMMISSION, AUTHORITY, OR COMMITTEE Sanchez, Jose City Commission, District 3 MAILING ADDRESS THE BOARD, COUNCIL, COMMISSION, AUTHORITY OR COMMITTEE ON 3500 Pan American Dr WHICH I SERVE IS A UNIT OF: )f7 CITY ❑ COUNTY ❑ OTHER CALZIENCY CITY COUNTY NAME OF POLITICAL SUBDIVISION: A Q irs 7[7 Miami Miami -Dade DATE ON WHICH VOTE OCCURRED July 2 4, 2003 MY POSITION IS: — �— ELECTIVE ❑ APRDI 11iE WHO MUST FILE FORM 813 =-;O = %R r 'n This form is for use by any person serving at the county, city, or other local level of government on an appointed or eyed %rd, council, commission, authority, or committee. It applies equally to members of advisory and non -advisory bodies who are preiVntecTwith a voting conflict of interest under Section 112.3143, Florida Statutes. Your responsibilities under the law when faced with voting on a measure in which you have a conflict of interest will vary greatly depending on whether you hold an elective or appointive position. For this reason, please pay close attention to the instructions on this form before completing the reverse side and filing the form. INSTRUCTIONS FOR COMPLIANCE WITH SECTION 112.3143, FLORIDA STATUTES A person holding elective or appointive county, municipal, or other local public office MUST ABSTAIN from voting on a measure which inures to his or her special private gain or loss. Each elected or appointed local officer also is prohibited from knowingly voting on a mea- sure which inures to the special gain or loss of a principal (other than a government agency) by whom he or she is retained (including the parent organization or subsidiary of a corporate principal by which he or she is retained); to the special private gain or loss of a relative; or to the special private gain or loss of a business associate. Commissioners of community redevelopment agencies under Sec. 163.356 or 163.357, F.S., and officers of independent special tax districts elected on a one -acre, one -vote basis are not prohibited from voting in that capacity. For purposes of this law, a "relative" includes only the officer's father, mother, son, daughter, husband, wife, brother, sister, father-in-law, mother-in-law, son-in-law, and daughter-in-law. A "business associate" means any person or entity engaged in or carrying on a business enterprise with the officer as a partner, joint venturer, coowner of property, or corporate shareholder (where the shares of the corporation are not listed on any national or regional stock exchange). ELECTED OFFICERS: In addition to abstaining from voting in the situations described above, you must disclose the conflict: PRIOR TO THE VOTE BEING TAKEN by publicly stating to the assembly the nature of your interest in the measure on which you are abstaining from voting; and WITHIN 15 DAYS AFTER THE VOTE OCCURS by completing and filing this form with the person responsible for recording the min- utes of the meeting, who should incorporate the form in the minutes. APPOINTED OFFICERS: Although you must abstain from voting in the situations described above, you otherwise may participate in these matters. However, you must disclose the nature of the conflict before making any attempt to influence the decision, whether orally or in writing and whether made by you or at your direction. IF YOU INTEND TO MAKE ANY ATTEMPT TO INFLUENCE THE DECISION PRIOR TO THE MEETING AT WHICH THE VOTE WILL BE TAKEN: • You must complete and file this form (before making any attempt to influence the decision) with the person responsible for recording the minutes of the meeting, who will incorporate the form in the minutes. (Continued on other side) CE FORM 8B - EFF. 1/2000 PAGE 1 3,�R, 9-03 8`7c2-, APPOINTED OFFICERS (continued) • A copy of the form must be provided immediately to the other members of the agency. • The form must be read publicly at the next meeting after the form is filed. IF YOU MAKE NO ATTEMPT TO INFLUENCE THE DECISION EXCEPT BY DISCUSSION AT THE MEETING: • You must disclose orally the nature of your conflict in the measure before participating. • You must complete the form and file it within 15 days after the vote occurs with the person responsible for recording the minutes of the meeting, who must incorporate the form in the minutes. A copy of the form must be provided immediately to the other members of the agency, and the form must be read publicly at the next meeting after the form is filed. DISCLOSURE OF LOCAL OFFICER'S INTEREST I, .1n se SanchP z_—___ ----hereby disclose that on Jul -)z 24 __'20 Qom: (a) A measure came or will come before my agency which (check one) y x inured to my special private gain or loss; !!___ � inured to the special gain or loss of my business associate, _— A n CM -� = ------ _— inured to the special gain or loss of my relative, _—_— p"�D r inured to the special gain or loss of --- =c�D' to 'tl by whom I am retained; or _—eco In — inured to the special gain or loss of _—_—_----____—_— �+ _ which is the parent organization or subsidiary of a principal which has retained me. C ILq (b) The measure before my agency and the nature of my conflicting interest in the measure is as follows: Z I have a financial interest on an advertising business that has a contract with the University of Miami, therefore I am not voting on authorizing the City Manager to execute a settlement agreement with the University. Date Filed NOTICE: UNDER PROVISIONS OF FLORIDA STATUTES §112.317, A FAILURE TO MAKE 7Z Y REQUIRED DISCLOSURE CONSTITUTES GROUNDS FOR AND MAY BE PUNISHED BY ONE OR MORE OF THE FOLLOWING: IMPEACHMENT, REMOVAL OR SUSPENSION FROM OFFICE OR EMPLOYMENT, DEMOTION, REDUCTION IN SALARY, REPRIMAND, OR A CIVIL PENALTY NOT TO EXCEED $10,000. CE FORM 86 - EFF. 1/2000 PAGE 2