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HomeMy WebLinkAboutR-00-0659J-00-651 7/19/00 *' ' RESOLUTION NO. A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, WITH HYATT EQUITIES, L.L.C. (THE "LICENSEE") FOR THE USE OF THE PATIO AREA ADJACENT TO THE RESTAURANT SPACE AT THE HYATT HOTEL, LOCATED AT 400 SOUTHEAST 2-D AVENUE, MIAMI, FLORIDA, CONSISTING OF APPROXIMATELY 1,100 SQUARE FEET, FOR THE PURPOSE OF EXTENDING THE RESTAURANT SERVICES TO THE PATIO AREA, WITH TERMS AND CONDITIONS MORE PARTICULARLY SET FORTH IN SAID AGREEMENT. WHEREAS, Hyatt Equities, L.L.C. (the "Hyatt") is the lessee and operator of the Hyatt Hotel located on the property owned by the City of Miami at 400 Southeast 2nd Avenue, Miami, Florida, under a Lease Agreement dated September 13, 1979, as amended; and WHEREAS, pursuant to the Lease Agreement, the Hyatt is required to establish and maintain a first-class restaurant on the hotel property; and WHEREAS, the Hyatt is requesting the City of Miami's consent to use the outside covered patio area adjacent to the restaurant space as an outdoor seating area for its restaurant operations; and CITY CONNISS10" TTA -A 14EETING OF aY JUL 2 7 2000 ri®sokaim lip. i v WHEREAS, the City Commission has determined that it is in the best interest of the City to enter into a Revocable License Agreement for use of the patio area adjacent to the restaurant space at the Hyatt,. subject to the terms and conditions set forth in a Revocable License Agreement; 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 hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized" to execute a Revocable License Agreement ("Agreement"), in substantially the attached form, with Hyatt Equities, L.L.C. (the "Licensee") for the use of the patio area adjacent to the restaurant space at the Hyatt Hotel, located at 400 Southeast 2nd Avenue, Miami, Florida, consisting of approximately 1,100 square feet, for the purpose of extending the restaurant services to the patio area, with terms and conditions more particularly set forth in said agreement. �i 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. Page 2 of 3 0 0059 Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2/ PASSED AND ADOPTED this 27th day of July 2000. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 236, since the Mayor did not indicate approval of this legislation by signing it in the designated place provided, said legislation riv.-I becomes effective with the elapse of ten (101) days from t' late Of Comnlissi ii E."Jon regarding same, without the Mayor axercisiryj-a yr ATTEST: —Walter J.koerax�aity Clark WALTER J. FOEMAN CITY CLERK APPROOIED/AS 14 FO ND CORRECTNESS:t/ ATTORNEY W4561:LB:BSS 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. own Page 3 of 3 00' oozy REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made as of , 2000 between the City of Miami (the "City") a municipal corporation of the State of Florida and Hyatt Corporation, as agent for Hyatt Equities, L.L.C., a Delaware limited liability company d/b/a/ Hyatt Regency of Miami ("Hyatt"). RECITALS A. Hyatt is the lessee and the operator of the Hyatt Hotel, located at 400 S.E. Second Avenue, Miami, Florida, pursuant to that certain Lease and Agreement for Development dated September 13, 1979, between City and Miami Center Associates, Ltd, as amended (the "Lease"). B. Pursuant to the Lease, Hyatt is required to maintain and operate, either directly or through a third party, a first class restaurant (the "Restaurant") in the Hotel. C. Hyatt desires additional seating area and has requested the City's consent to use the outside covered patio area adjacent to the Restaurant space, depicted in Exhibit "A," consisting of approximately 1100 square feet, as an outdoor seating area for the restaurant (the "Additional Space"). D. The City wishes to allow Hyatt to use the Additional Space, in order to expand the restaurant operations, increase exposure to the Hotel and consequently increase the City's revenues under the Lease. E. The City and Hyatt wish to enter into this Agreement to set forth the terms and conditions for the use of the Additional Space. NOW, THEREFORE, in consideration of the foregoing and for the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Hyatt hereby agree as follows: 1. - RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. DESCRIPTION AND USE OF ADDITIONAL SPACE: Subject to the terms and conditions set forth herein, and exclusively for the purpose herein established, the City hereby grants to the Hyatt the exclusive right to use the "Additional Space." The Additional Space shall be used solely by Hyatt as an outdoors seating area of the Restaurant. Hyatt represents and warrants to the City that the use and occupancy of the Additional Space shall at all times comply with all applicable federal, state, local, and municipal laws, codes, rules and regulations. 4. TERM: The term of the License shall be for one year, commencing on 2000, and continuing for additional periods of one (1) year each, not to exceed a total of five (5) years, unless terminated or revoked, in accordance with the provisions of this Agreement. 5. TERMINATION AND REVOCATION: A. This License shall terminate automatically, without notice, (i) in the event the Additional Space is used for a purpose other than as authorized herein, or (ii) upon cessation of the Restaurant operations other than temporary closing for purposes of remodeling or as a result of a casualty, or (iii) violation of any provision of this Agreement which is not cured within fifteen (15) days following written notice thereof. B. The City, acting through its City Manager or his/her designee, may revoke this License at will, with or without cause, by giving Hyatt written notice of its election to do so at least thirty (30) days prior to the effective date of termination of the rights herein granted. C. , This Agreement may be terminated. by either party, without cause, by giving thirty (30) days prior written notice to the other. .6. INTEREST CONFERRED BY THIS AGREEMENT: The parties hereto agree and understand that this Agreement has been issued by the City solely for the purposes of facilitating the operations of the Restaurant and for no other purpose. Hyatt, for itself and its successors and assigns hereunder represents and warrants that: (i) it understands and agrees that the property interest established by this License is a license and not a lease, as that term is defined by applicable law, and that its rights hereunder are not those of a tenant but is a mere right to a personal privilege to do certain acts of a temporary character upon the Additional Space, (ii) it has not been conferred any leasehold interest in the Additional Space under the provisions hereof and it does not have, and shall not claim at any time any interest or estate of any kind or extent (other than this revocable license) in the Additional Space by virtue of this Agreement or its use of the Additional Space hereunder, (iii) it does not have, and shall not claim at any time any interest or estate of any kind or extent (other than this revocable license) in the Additional Space by virtue of any expenditure of funds for improvements, construction, repairs, partitions or alterations to the Additional Space which may be authorized by the City. 7. CONDITION AND MAINTENANCE OF THE ADDITIONAL SPACE: Hyatt, by execution of this Agreement, accepts the Additional Area in an "as -is" condition. The City makes no warranty, either express or implied, as to the condition of the Additional Space or that it will be suitable for the purposes herein authorized. Hyatt, for itself and its assignee, agrees and warrants to the City that, at all times during the term of this Agreement, the Additional Space shall, be maintained in the condition, and at the same standard, required for the maintenance and operation of the Restaurant, at no cost to the City. 8. INDEMNIFICATION AND HOLD HARMLESS: Hyatt shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") and each of there - from and against all loss, costs, penalties, fines, damages, 2 claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the use of the Additional Space, (ii) the failure of Hyatt, or its successors or assigns, to comply with any of the paragraphs herein or to conform to statutes, ordinances or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement or the use of the Additional Space, (iii) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to the use of the Additional Space by anybody whatsoever, or (vi) any and all claims, liens and/or suits for labor and materials furnished or utilized in the performance of this Agreement. 9. INSURANCE: Hyatt, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement and through any periods of extensions or renewals, the following insurance coverage: A. Commercial General liability insurance on a Comprehensive General liability coverage form, or its equivalent, including premises, operations and contractual coverage's against all claims, demands or actions for bodily injury, personal injury, death or area damage occurring in the Additional Space with such limits as may be reasonably requested by the City from time to time but not less than $1,000,000 per occurrence combined single limit for bodily injury and area damage. The City shall be named as Additional Insured on the policy or policies of insurance. B. Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this Agreement. The policy or policies of insurance shall contain a combined single limit of at least $500,000 for bodily injury and area damage. The requirements of this provision may be waived upon submission of a written statement that no automobiles are used to conduct business. . C. "All Risk" Area insurance against loss or damage by fire, windstorm, with such endorsements for extended coverage, vandalism, malicious mischief and special coverage, insuring 100% of the replacement cost of Hyatt's improvements, fixtures, equipment, furniture and all other personal property in and about the Additional Space. The City shall be named as a Loss Payee. D. Worker's Compensation in the form and amounts required by State law. E. The City reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Hyatt. The Hyatt shall provide any other insurance or security reasonably required by the City. F. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30)' days advance written 3 0 6ki0 notice to the City. Said notice should be delivered to the City of Miami, Division of Risk Management, 444 South West 2nd Ave., Miami Florida 33130 G. A current Certificate and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Department of Conference and Conventions and Public Facilities of the City at the commencement of the term of this Agreement and a new Certificate and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives, which indicates less coverage than required, does not constitute a waiver of the Hyatt's obligation to fulfill the insurance requirements herein. 10. NO ASSIGNMENT OR TRANSFER: This license is personal and is granted to Hyatt solely for the purposes stated herein. Hyatt shall not assign, nor permit the assignment or transfer of any rights conferred by this Agreement to any other party without the prior written consent of the City, which may be withheld, or conditioned, in the City's sole discretion. 11. RETURN OF PROPERTY: Upon termination, cancellation or revocation of this license, Hyatt covenants and agrees to yield and deliver peaceably to the City possession of the Additional Space promptly, and in as good condition as at the issuance of this License, reasonable wear and tear excepted. Hyatt further agrees to promptly remove all personal property, fixtures and equipment from the Additional Space and to promptly repair any damage to said area caused thereby. In the event that Hyatt fails to remove any personal property, equipment and fixtures from the Additional Space within ten (10) days following the termination of this Agreement, then said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, shall remove the same and Hyatt shall reimburse the City for all costs associated with such removal and disposal. 12. TAXES AND OTHER IMPOSITIONS: Hyatt shall pay all applicable taxes, if any, and obtain, or caused to be obtained, and maintained at all times throughout the term hereof, all necessary licenses, inspections, permits, certificates or other authorizations needed in connection with the use of the Additional Space. Hyatt shall pay, when due, all taxes and assessments that may be imposed against the Additional Space. 13. NOTICES: All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Hyatt at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which 4 00- 6 aJ+ 0 . 0 personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI City of Miami Attn: City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 COPY TO Director Conferences Conventions and Public Facilities Miami Convention Center 400 South East 2nd Ave. Miami, FL 33131 UVATT 14. SEVERABILITY: Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful under the laws of the State of Florida or the City, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and the same may be deemed severable by the City and in such event, the remaining terms and conditions of this Agreement shall remain unmodified and in full force and effect. 15. NONDISCRIMINATION: Hyatt, for itself, its successors or assigns covenants and agrees that no person on the grounds of race, creed, color, religion, sex, national origin, age, disability or marital status shall be excluded from participation in, denied the benefits of, or otherwise by subjected to discrimination in the operation, use or occupancy the Additional Space. 16. WAIVER: No failure on the part of the City to enforce or insist upon performance of any of the terms of this Agreement, nor any waiver of any right hereunder by the City unless in writing, shall be construed as a waiver of any other term or as a waiver of any future right to enforce or insist upon the performance of the same or other term. 17. AMENDMENTS AND MODIFICATIONS: No amendments or modifications to this Agreement shall be binding on either party unless in writing, signed by both parties and approved by the City Manager. 18. COMPLIANCE WITH ALL LAWS APPLICABLE. Hyatt hereby acknowledges that the strict compliance with all applicable federal, state and local laws, ordinances and regulations in the use and occupancy of the Additional Space is a condition of this Agreement, and agrees to comply and to ensure compliance with such laws as the same presently exist and as they may be amended hereafter. 5 o - 0 • 19. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. 20. APPROVAL BY OVERSIGHT BOARD: The State of Florida has appointed an Emergency Financial Oversight Board ("Oversight Board") which is empowered to review and approve all pending City of Miami contracts. As a result, contracts shall not be binding on the City until such time as they have been approved by the Oversight Board. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Walter J. Foeman, City Clerk Carlos A. Gimenez, City Manager ATTEST: Print Name: Title: APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello, City Attorney HYATT EQUITIES, L.L.C., a Delaware limited liability company. By: Hyatt Corporation, a corporation, as agent. Print Name: Title: APPROVED AS TO INSURANCE REQUIREMENTS: Mario Soldevilla, Risk Management Administrator 6} ®* 3 CITY OF MIAMI, FLORIDA 12 INTER -OFFICE MEMORANDUM TO: The Honorable Mayor and Members of the City Commission ftw!m 4:: = k=1 DATE: SUBJECT: REFERENCES ENCLOSURES: JUL 11 nO FILE: Resolution Authorizing City to Grant a Revocable License to Hyatt Equities, L.L.C. for Use of the Patio Area Adjacent to Restaurant Space RECOMMENDATION It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City to grant a Revocable License to Hyatt Equities, L.L.C. for the use of the patio area, consisting of approximately 1,100 square feet adjacent to the restaurant space at the Hyatt Regency Hotel. BACKGROUND Hyatt Equities, L.L.C. ("Hyatt") is the lessee and operator of the Hyatt Hotel located on the property owned by the City of Miami at 400 S.E. 2"a Avenue. Pursuant to the Lease Agreement with the City, Hyatt is required to establish and maintain a first class restaurant on the property. Hyatt requires outdoor seating to give additional exposure to the restaurant, thereby increasing revenues to the City. For this reason, the Department of Conferences, Conventions and Public Facilities recommends that the City Manager be authorized to enter into a Revocable License Agreement with Hyatt for the use of the patio area. CAG/FI CPA/yp