HomeMy WebLinkAboutR-00-0689J-00-627
7/27/00
RESOLUTION NO.Go
— 689
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE AMENDMENT NO. 3 TO THE
MANAGEMENT AGREEMENT FOR THE MELREESE GOLF
COURSE, IN SUBSTANTIALLY THE ATTACHED FORM,
BETWEEN THE CITY OF MIAMI AND BUNKERS OF
MIAMI ("BUNKERS"), A FLORIDA JOINT VENTURE,
DATED OCTOBER -26, 1995, PROVIDING FOR (1) AN
EXTENSION OF EIGHT (8) MONTHS FROM THE DATE
THE CITY COMMISSION APPROVES THE "SPECIAL
EXCEPTION" BUT NO LATER THAN ONE YEAR AFTER
FULL EXECUTION OF AMENDMENT NO. 3 TO OBTAIN
ALL BUILDING PERMITS AND COMPLETE
CONSTRUCTION OF THE NEW CLUBHOUSE AS
EVIDENCED BY A CERTIFICATE OF OCCUPANCY; (2)
CHANGE OF BUNKER'S FINANCIAL REPORTING
OBLIGATION FROM A FISCAL YEAR TO A CALENDAR
YEAR, COMMENCING WITH THE YEAR 2000; AND (3)
BUNKERS AT ITS SOLE COST AND EXPENSE, TO
SUBMIT AUDITED FINANCIAL STATEMENTS PREPARED
BY A CERTIFIED PUBLIC ACCOUNTANT FOR THE
PRIOR YEAR OF ITS OPERATION OF THE GOLF
COURSE FACILITIES.
WHEREAS, the City of Miami (the "City") and Bunkers of Miami
("Bunkers"), a Florida joint venture, entered into a management
agreement dated October 26, 1995, which provided, among other
things, for the operation, management, and renovation of the
Melreese Golf Course (the "Property") located at 1802 Northwest
37th Avenue, Miami, Florida; and
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CITY Cam— SWN
MEED OF,
Resolution No.
G0- 689
WHEREAS, in accordance with the management agreement,
Bunkers was required to submit no later than sixty days prior to
the commencement of each fiscal year, a proposed operating budget
projecting all sales and expenses of the golf course facilities
for the next fiscal year to the City Manager; and
WHEREAS, the City and Bunkers entered into Amendment No. 1
to the management agreement dated April 4, 1998, which allowed
for an extension in time to complete the construction of the
Clubhouse and provided for the commencement of the repayment of
the City's contribution by establishing the reopening date; and
WHEREAS, the City and Bunkers entered into Amendment No. 2
to the management agreement, dated August 12, 1999, which
provided that, among other things, Bunkers shall have eight
months from the date of issuance of a building permit, but no
later than one year from the effective date, to complete the
construction of the new clubhouse, as evidenced by a certificate
of occupancy; and
WHEREAS, Bunkers is requesting an extension of time to
complete construction of the new clubhouse due to unforeseen
circumstances in obtaining permit approval from the Miami -Dade
Water and Sewer Department to begin construction of the new
Clubhouse; and
WHEREAS, the City and Bunkers agree that it is in the best
interest of the citizens of Miami and the public to grant an
extension of the construction completion date and a financial
reporting change;
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
incorporated as if fully set forth in this section.
Section 2. The City Manager is authorized!' to execute
Amendment No. 3 to the management agreement for the Melreese Golf
Course, in substantially the attached form, between the City and
Bunkers dated October 26, 1995, providing for (1) an extension of
eight months from the date the City Commission approves the
especial exception," but no later than one year after full
execution of Amendment No. 3 to obtain all building permits and
complete construction of the new Clubhouse as evidenced by a
certificate of occupancy; (2) Bunkers to change its financial
reporting obligations from a fiscal year to a calendar year,
commencing with the Year 2000; and (3) Bunker's at its sole cost
and expense shall submit audited financial statements, prepared
by a Certified Public Accountant for the prior calendar year of
its operation of the Property.
ii The 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 3 of 4
689
n
Section 3. 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, 2-36, since the Mayor did not indioate E-lp,proval of
this legislation by signing in the designated piece Provided, 091-0 ieQiltion nW
becomes effective with the elapse of ten (10) days from the dote of oornmi@§ion mfion
regarding same, without the Mayor exercising a vote.
ATTEST: J
j; W ter._J. Foeman, City -Clerk
WALTER J.'FOEMAN
CITY CLERK
APPROVED TO 06 M AND CQ CTNESS:
ELLO
RNEY
8:LB:BSS:LN:kdw
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 4 of 4
00—
® CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
The Honorable Mayor and Members
TO of the City Commission DATEJUL 1 1 2000 FILE
FROM
RECOMMENDATION:
SUBJECT :Amendment to Melreese
Management Agreement
REFERENCES:
ENCLOSURES:
The Administration recommends that the City Commission adopt the attached Resolution
approving Amendment No. 3 to the Management Agreement, as amended, between the City of
Miami ("City") and Bunkers of Miami, a Florida Joint Venture ("Operator"), the managers of
Melreese Golf Course, to provide for an extension of time to eight (8) months from the date the
City Commission approves the "special exception" but no later than one year after full execution
of Amendment No. 3 to obtain all building permits, and complete construction of the new
Clubhouse. This Amendment further allows Bunkers to change its financial reporting obligation
from a fiscal year to a calendar year.
BACKGROUND:
On October 26, 1995, the City Commission authorized the execution of a Management
Agreement between the City and the Operator for the operation of International Links of Miami,
A.K.A. Melreese Golf Course located at 1802 N.W. 37`h Avenue, Miami, Florida (the
"Property"). Included in the Management Agreement were the terms under which the Property
was to be renovated, including but not limited to, the renovation of the Golf Course Facilities
including the Clubhouse, and required the Operator to submit proposed budgets for each fiscal
year (October 1 — September 30).
On April 4, 1998, the City and Operator entered into Amendment No. 1 to the Management
Agreement, which provided such things as the establishment of the Re -opening Date, the date in
which repayment of the City's Contribution was to begin, and the extension of the completion
date for the Clubhouse.
On August 12, 1999, the City and Operator entered into Amendment No. 2 to the Management
Agreement, which provided for the extension of the completion date for construction of a new
Clubhouse within eight (8) months of full execution of Amendment No. 2.
00 � �
The Honorable Mayor and Members
of the City Commission
Page 2...
Due to delays in obtaining permits from Miami -Dade Water and Sewer Department to begin
construction, this amendment shall provide for an extension of the completion date for
construction of the new Clubhouse to eight (8) months from the date of full execution of
Amendment No. 3, and shall allow the Operator sufficient time to obtain all building permit
approvals needed to begin construction. It further allows the Operator to change its reporting
requirement to the : City from a fiscal year to a calendar year (January 1 — December 31)
beginning in the year 2000.
CAG/G pk City Commission - Amendment 3 .doc
0
J-99-561
7/13/99.
RESOLUTION NO. 99- 483
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE AMENDMENT NO. 2, IN
SUBSTANTIALLY THE ATTACHED FORM, TO THE
MANAGEMENT AGREEMENT OF THE MELREESE GOLF
COURSE, A FLORIDA JOINT VENTURE, DATED
OCTOBER 26, 1996, AS AMENDED ON APRIL 4,
1998, BETWEEN THE CITY OF MIAMI AND' BUNKERS
OF MIAMI FOR THE PURPOSE OF EXTENDING THE
COMPLETION DATE FOR THE CONSTRUCTION OF,THE
CLUBHOUSE TO EIGHT MONTHS FROM THE DATE OF
ISSUANCE OF A BUILDING PERMIT BUT NO LATER
THAN ONE YEAR FROM THE, EFFECTIVE DATE OF
AMENDMENT NO. 2.
WHEREAS, the City,of Miami '("City") and Bunkers of Miami
("Bunkers") entered into a Management Agreement dated
October 26, 1996, which provides, among other things, for the
renovation of the golf course facilities., including the clubhouse
at the Melreese Golf Course; and
WHEREAS, City and Bunkers entered into Amendment No. 1 to
the Management Agreement dated April 4, 1998, which allowed for
an extension of time to complete the construction of the
clubhouse and provided for the commencement of the repayment of
the City's contribution by establishing the reopening date; and
WHEREAS, Bunker's seeks approval to construct a new
clubhouse which would better suit the definition of a first class
golf course facility rather than the remodeling of the old
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__40-4' 9
clubhouse; and
WHEREAS, Bunkers will be solely responsible for all costs
associated with the new clubhouse, including but not limited to
the construction, permitting, maintenance and any other costs
related to replacement;
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 authorizedll to
execute Amendment. No. 2 to the Management Agreement of the
Melresse Golf Course, in substantially the attached form, between
the City of Miami ("City") and Bunkers of Miami for the purpose
of extending the completion date for the construction of the
clubhouse to eight months from the date of issuance of a building
permit but no later than one year from the effective date of
Amendment No. 2.
Section 3. This Resolution shall become effective
�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.
00— 6 9
- 2 -
elm a, /IWA
immediately uponits adoption and signature of the Mayor Y
PASSED AND ADOPTED this 13th day of July 1999.
JOE CAROLLO, MAYOR
In accordance with Miami Code Sec. 2-36, since the Mayor dkI not Indicate approval of
_ t0d Lcgist^tion by signing it in the designated place provided, sacci iegiaiatlon now
berm of.Pective with the elapse of ten (10) days from the date of Commission action
ATTES70 s ne�ao4nS4clt9, wi;hoLft the Mayor exercisin/g , 1
V
Walter I F n, City Jerk
WALTER J:. F01= AN
CITY CLERK
APPROVEHIAS IFQRM
At
AL'EUAND ILARELLO
L-
61TY AT'T'ORNEY
W3 4:RCL:BSS
CORRECTNESS t,
Zi 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.
0-- 689
This Agreement is entered into this day of 1999 (the
"Effective Date'), by and between the City of Miami, a municipal corporation of the
State of Florida (the "City'), and Bunkers of Miami, a Florida Joint Venture (the
"Operator') for the purpose of amending that certain Management Agreement between
the City and Operator dated October 26, 1996, (the "Agreement'), as amended by
Amendment No. 1 to Management Agreement dated April 4,1998 ("Amendment No.
1'), as follows;
WHEREAS, the City and Operator entered into a Management Agreement dated_
October 26, 1996, which provides, among other things, for the renovation of the Golf
Course Facilities, including the Clubhouse; and
WHEREAS, City and Bunkers entered into Amendment No. 1 to Management
Agreement dated April 4, 1998 {"Amendment No. l') which allowed for an extension in
time to complete the construction of the Clubhouse and provided for the commencement
of the repayment of the City's Contribution by establishing the Reopening Date; and
WHEREAS, in Bunker's judgment the construction of a new clubhouse would
better suit the definition of a fust class Golf Course Facility over the remodeling of the
old clubhouse; and
WHEREAS, Bunkers will be solely responsible for all costs associated with the
new Clubhouse that are in excess of the City's Contribution as defined in the Agreement,
associated with the new Clubhouse, including but not limited to, construction, furniture,
fixtures and equipment, permitting, maintenance and any other costs realized by virtue of
the Clubhouse;
NOW, THEREFORE, in consideration of mutual covenants -hereinafter set forth
and in consideration of other valuable consideration the parties covenant and agree as
follows:
6'9
1.
' The recitals and findings set forth above are hereby adopted by reference
thereto and incorporate herein as if fully set forth in this Agreement.
construction of !Clubhouse: Section 4 of Amendment No. 1 is hereby deleted
in its entirety and replaced with the following:
"No later than twenty (20) days after the Effective Date, Operator shall
submit to the City, for City Manager's approval, the construction budget and
construction.plans for the proposed Clubhouse, along with proof that Operator has
obtained adequate financing for the project (collectively the "Documents'). The
City Manager shall have thirty (30) days from receipt of the Documents in which
to review and approve or disapprove same. City Manager's approval shall not be
unreasonably withheld or delayed. The City Manager's approval of the
construction plans shall not relieve Operator of any obligation it may have at law
and under the Agreement to file such plans with any department of the City or any
other required governmental authority, or to obtain any building or other permit or
approval required by law. Operator acknowledges that any approval given by the
City Manager pursuant to this section shall not constitute an opinion or agreement.
by the City that the construction plans are structurally sufficient or in compliance
with any laws, codes or other applicable. regulations. The Operator, shall have
fifteen (15) days from receipt of the City Manager's approval to submit the plans
to the City of Miami Building and Zoning Department. The Operator shall have
eight (8) months from the date of issuance of a building permit, but no more than
one year from the Effective Date, to complete construction of the new Clubhouse,
as-eryidenced by a Certificate of Occupancy. The City hereby grants the Operator
the right to. construct a new Clubhouse, to be used as an amenity to, and in the
normal, customary course of operation of the Golf Course and not as an
independent free-standing business, subject to review and approval of all
construction documents by the City Manager, or his designee. Operator agrees to
comply with all applicable laws, including City's procurement procedures, in the
construction of the new Clubhouse.
The Operator shall be solely responsible for all costs and expenses relating
UI`14
to, or associated with, the construction, furniture, fixtures and equipment,
permitting, maintenance, operation and all other matters pertaining to the new
Clubhouse that are in eNcess of the City's Contribution as defined in the
Agreement and agrees to indemnify, release and hold harmless the City from all
liabilities arising therefrom or relating thereto. Prior to the commencement of
construction, Operator shall procure, maintain, and deliver to the City, at its sole
cost and expense, such performance bonds and insurance policy(ies) as may be
reasonably required by the City.
The Operator shall be responsible for the awarding and payment of the
construction contracts for the improvements which shall be done in accordance
with the procedures established in Section 5.4 of the Agreement.
Except as specifically provided herein, all of the terms and provisions of the
Agreement shall remain in effect.
Attest .
Bunkers of Miami, a Florida Joint Venture
By: Bunkers of Miami, Irp., a Florida
corporatima,.asA ]it s: Partner
LIM
Jr.
City of MiarniA municipal corporation
of the State qorida
By: ,- ,
By:
alt . Foem
Ci Clerk
Donald H. Warshaw
City Manager
ssi
Approved As To Insurance
Requirements 0)
By: e0000
Mario SoldeviUa
Risk Management Administrator
00- 689
J-98-138
1/30/98
RESOLUTION NO. 9 8 - 134
A RESOLUTION, WITH ATTACHMENT, APPROVING AN
AMENDMENT, IN SUBSTANTIALLY THE ATTACHED FORM, TO
THE MANAGEMENT AGREEMENT BETWEEN THE CITY OF
MIAMI AND BUNKERS OF MIAMI, DATED OCTOBER 26, 1996,
FOR THE PURPOSE OF ESTABLISHING THE "REOPENING DATE"
OF THE INTERNATIONAL LINKS OF MIAMI, A.K.A. MELREESE
GOLF COURSE. AS OCTOBER 15, 1997, AND EXTENDING THE
COMPLETION DATE FOR THE CONSTRUCTION OF THE _
CLUBHOUSE TO DECEMBER 31, 1998; FURTHER AUTHORIZING
THE CITY MANAGER TO EXECUTE AN AMENDMENT IN
SUBSTANTIALLY THE ATTACHED FORM.
WHEREAS, the City of Miami and Bunkers of Miami ("Bunkers") dntered into a
Management Agreement dated October 26, 1996, which provides, among other things, for
the renovation of the Golf Course Facilities, including the Clubhouse; and
WHEREAS, due to certain unexpected events, construction of the Clubhouse has not
been completed; and
WHEREAS, notwithstanding the foregoing, and with the City's permission, on October
15, 1997 the Golf Course was opened to the public; and
WHEREAS, the "Reopening Date" of Golf Course Facilities to the public triggers the
commencement of the .first year on which Bunkers must begin to repay to the City the
City's Contribution under the Management Agreement; and
WHEREAS, Bunkers and the City wish to memorialize the "Reopening Date" by an
amendment to the Management Agreement and to extend the completion date for the
construction of the Clubhouse to December 31, 1998.
Cm COMUSSIC M
MEETING OF
ATTACHMENT(S) FE®I0W8
CONTAINED R•.olunoaNa
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 amendment to the Management Agreement between the City of
Miami and Bunkers= of Miami, dated October 26, 1996, for the purpose of establishing the
"Reopening Date" of the International Links of Miami, A.K.A. Melreese Golf Course, as
October 15, 1997, and extending the completion date' for the construction of the
Clubhouse to December 31, 1998, is hereby approved, and the City Manager is hereby
authorized to execute an amendment, in substantially the attached form, for this purpose.
Section 3. This Resolution shall become effective immediately upon its adoption.
PASSED AND ADOPTED this 10thday of February—, 1998
PREPARED AND APPROVED BY:
VJY4.,j &X40��
OLG RAMIREZ-SEI
ASStSTANT CITY ATT NEY
2
XAVIER L. SUAREZ, MAYOR
APPROVED AS TO FORM AND
CORRECTNESS:
/j L 4 1//,, -
EL EDWARD MAXELL
'ERIM CITY ATTO NEY
J
00— 68
This Agreement is entered into this 1:L/day of , 1998, by and
between the City of Miami, a municipal corporation of thi State of Florida (the "CITY"), and
Bunkers of Miami, a Florida Joint Venture (the "OPERATOR") for the purpose of establishing
amending that certain Management Agreement between the CITY and OPERATOR dated
October 26, 1996, (the "Agreement") as follows:
1. The 'Property': Exhibit 'A" to the Agreement which contains the legal
description of the Property is hereby deleted and replaced with Exhibit "A" attached
hereto.
2. 'Reou�ning Datp": The parties acknowledge that the Renovations, as defined in
Section 5 of the Agreement, have been coinpleted, except for the Clubhouse.
Accordingly, the Reopening Date is hereby established as October 15, 1997.
3. Section 4.2.1. is hereby amended to read as follows:
"Operator shall be totally responsible for the operation and maintenance of the Golf
Course Facilities, at its costs and expense, in accordance with standards similar to
those of other local public first-class daily fee golf course facilities.
4. Construction of Clubhouse: The Agreement is hereby amended, as
necessary, in order to reflect the parties' agreement to extend the completion date for
the construction of the Clubhouse to December 31, 1998.
Except as specifically provided herein, all of the terms and provisions of a Agreement shall
remain in effect.
Witness
Attest
By:
ter J. F an
City Clerk
of
Joint Venture
Jr., President
Bunkers Management Group, Inc.
Managing Partner
City of Miami, a municipal corporation
of the State of Florida
P
By:
Jose Garcia -Pedrosa
City Manager 00-
689
APPROVED AS TO FORM AND
CORRECTNESS
ay:
LIW,140A
award ll City Attorney
APPROVED AS TO INSURANCE
REQUIREMENTS
By:
Mario Soldevilla
Risk Management Administrator
00- 689
MU. K :C C6ll' will"C.
(LECAL DESCRIPTION. PARCEL I AND PARCEL 2)
PARCEL
THAT PART OF THE SOUTIEAST 1/4 OF SECTION 29. TOWNSHIP 53 SOUTH. RANCE 41 EAST BADE
COUNTY. FLORIDA. LYING SOUTH OF TILE TAMIAMI CANAL. LESS THE EAST 35 FEET THEREOF AND
LESS'THE FOLLOWING DESCRIBED PARCEL:
COMMENCE AT THE SOUTHEAST CORNER OF SAID SOUTIEAST 1/4; THENCE RUN ALONG THE SOUTH
LINE OF SAID SOUTHEASt 1/4 S. 87'24' 18' W. FOR 35.00 FEEL TO THE POINT OF 8ECINNI1IC;
THENCE CONTINUE S. 87'24' 18' W. FOR 29.98 FEET TO A POINT ON A CURVE SAID POINT BEARS
N. 88'29'08 E. FROM THE CENTER AND IS ALSO THE .WESTERLY RICHT OF WAY LINE OF NW
37th AVE. AS SHOWN ON CITY OF MIAMI MUNICIPAL ATLAS SHEET No. 270; THENCE NORTHERLY
ALONG SAID CURVE CONCAVE TO THE EAST HAVING A RADIUS 'OF 1463.40 FEET. A CENTRAL ANGLE
4.00' 42' FOR AN ARC DISTANCE OF 102.46 FEET TO A POINT OF. TANGENCY: THENCE RUN
NORTHERLY m.r24'33'E FOR 13 FEET MORE OR LESS TO THE TOP OF BANK OF TAMIAMI CANAL:
THENCE EAST ALONG THE TOP OF SAW OF TAMIAMI-CANAL TO ITS INTERSECTION WITH A LINE
35 FEET WEST AND PARALLEL TO THE EAST LINE OF SAID SOUTHEAST 1/4. THENCE SOUTHERLY
ALONG SAID LINE TO THE POINT OF BEGiNNINC. CONTAINING 3.7236 ACRES YORE OR LESS. '
PARCEL 2
ALL THAT LAND LYING IN THE NORTHEAST 1/4 OF SECTION 32. TOWNSHIP 53 SOUTH. RANCE 41
EAST. BADE COUNTY. FLORIDA. LESS THE WEST 700 FEET THEREOF OF THE EAST 735 FEET OF
THE SOUTHEAST ;1/4 OF THE NORTHEAST 1/4 OF SAID SECTION 32. EXCEPT THE NORTH 30 FEET
THEREOF OF. SAID SOUTHEAST 1/4 OF THE NORTHEAST 1/4 SECTION 32 AND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COYtENCE Al THE SOUTHWEST CORNER OF THE NORTHEAST 1/4'OF SAID SECTION 32; THENCE.N.
00'53'31' W. ALONG THE WEST LINE OF SAID NE 1/4 FOR 45.00 FEET: THENCE EASTERLY ALONG
A LINE PARALLEL WITH AND 45 FEET NORTH Or ir£ SOUTH LINE OF SAID HE 1/4 H188'OS' WE.
FOR 650.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL TO BE DESCRIBED; THENCE K
00'53'17'1. ALONG TFE RIGHT OF WAY OF THE LIMITED ACCESS TO LE JEUNE ROAD (NW 42nd
AVENUE) FOR 59.96 FEET; THENCE RUN ALONG SAID R/1 HL 48'58'49' 1. FOR 562.53 FEET
TO A POINT ON A CURVE. SAID POINT BEARS N. 45'24'01' E .FROM ITS CENTER: THENCE
NORTHWESTERLY ALON, SAID CIRCULAR CURVE CONCAVE TO THE NORTHEAST HAYING A RADIUS OF
470 FEET. A CENTRAL ANGLE OF 41' 10' 53' FOR AN ARC DISTANCE OF 337.81 FEE: THENCE RUN
ALONG SAID R/V N,. 3'25'06' L FOR 623.61 FEET; THENCE NORTHWESTERLY ALONG SAID R/W
N. 88'00'57' 1. FOR 193.67 FEET TO ITS INTERSECTION WITH A LINE PARALLEL TO AND 50 FEET
EAST OF THE WEST LINE OF SAID NE T/4; THENCE RUN ALONG THE EASTERLY RIGHT -OF WAY LINE
OF LE JEUNE ROAD (NW 42nd AVENUE) N.00'53'31'1. FOR 1071.06 FEET TO ITS INTERSECTION
WITH THE HDRTH LINE OF SAID HE 1/4 OF SECTION 32 TFIENCE RUN ALONG SAID NORTH LINE
N. 87'24' 18' E. FOR 2541.35 FEET TO, ITS INTERSECTION WITH THE WESTERLY RIGHT OF VAT
LINE OF NW 37th AVENUE, AS SHOWN ON SHEET 27 0 OF THE MUNICIPAL ATLAS OF THE CITY OF
MIAMI. SAID POINT OF INTERSECTION BEING ON A CIRCULAR CURVE CONCAVE TO THE EAST AND
BEARS HU 88'29' 03' E TO'THE CENTER OF SAID M6E; THENCE SOUTHERLY ALONG SAID DAVE
HAYING A RADIUS. OF 1463.40 FEET. A CENTRAL ANGLE OF 00' 16' 48' FOR AN ARC OISTA.`CE
OF 7.15 FEET; THENCE ALONG SAID R/1. TANCENT TO LAST DESCRIBED CURVE S. 01' 52' 5Y E.
FOR 246.61 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE EAST:THENCE
SOUTH ALONG SAID R/W AND CURYE.HAVINC A RADIUS OF 2871.79 FEET. A CENTRAL ANGLE OF
4'48'13 FOR AN ARC DISTANCE OF 240.77 FEET TO A POINT OF TANGENCY: THENCE RUN ..ALONG.
SAID R/1 S. 6' 41' it" E FOR 117.62 FEET TO A CURVATURE OF A C UMU LAR aRVE CONCAVE TO
THE WEST: THENCE ALONG SAID R/V AND CURVE HYING N'RAOIUS OF 2864.79 FEET. A CENTRAL
ANGLE OF -4'48' 13 FOR AN ARC 'DISTANCE OF 240. 19 FEET TO A POINT OF TANGENCY. SAID POINT
BEING 35 FEET WEST OF THE EAST LINE OF SAID NTE 1/4: THENCE RUN ALONG R/W S. 1.'52 57'
E. FOR 535.07 FEET TO ITS INTERSECTION WITH A LINE 30 FEET SOUTH OF AHD PARALLEL TO
THE NORTH LINE OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTICN 32. THENCE S.
87'46'2Y W. ALONG SAID PARALLEL LINE FOR 700.00 FEET TO A POINT 735 FEET WEST OF THE
EAST LINE OF SAID NE 1/4: THENCE S. 1'52' 57' E. PARALLEL TO SAID EAST LINE FOR 1277. 42
FEET TO ITS INTERSECTION WITH THE NORTHERLY R LINE OF NW 14th STREET; THENCE RUN
ALONG R LINE S. 88'08' 18' W. FOR 1316.71 FEET MORE OR LESS TO THE POINT OF SECIMINC.
CONTAINING 131.4642 FEET ACRES MORE OR LESS.
SURVETOR'S CERTIFICATION
1 hereby certify:
That Lhe attached boundary survey meets the 'Minimum Technical Standards of the
Florida State Board of Surveyors and Mappers as set forth in Chapter 472.027 Florida
Statutes and Chapter 61C17 Florida Adminislrotfve Code.
Not valid unless seated with Surveyor's e:rbussed seal.
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Fernando I. CQ .11
. Reglslered Land Surveyor 00-
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Certificate No. 2821 '8
State of Florida '
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J-95-789
10/26/95 9 — 772
RESOLUTION NO.
A. -RESOLUTION, WITH ATTACHMENT, ACCEPTING THE
PROPOSAL AND SELECTING BUNKERS OF MIAMI,
INC., ("BUNKERS") AS THE SOLE QUALIFIED
RESPONDENT TO THE REQUEST FOR QUALIFICATIONS
AUTHORIZED BY THE CITY COMMISSION PURSUANT TO
RESOLUTION NO. 94-584, ADOPTED JULY 26, 1994,
FOR THE MANAGEMENT AND OPERATION, INCLUDING
ANY REQUIRED CONSTRUCTION OR RENOVATION OF
THE MUNICIPAL GOLF COURSE FACILITY KNOWN AS
MELREESE GOLF COURSE; AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT'WITH BUNKERS,
IN SUBSTANTIALLY THE ATTACHED FORM, PROVIDED
THAT THE AGREEMENT SHALL BE NULL AND VOID AND.
SHALL TERMINATE WITHOUT ANY LIABILITY TO THE
CITY ON THE PART OF BUNKERS IN THE EVENT THAT
THE ORDINANCE UNDER ITEM 33A OF THIS AGENDA
IS NOT ADOPTED BY THE CITY COMMISSION ON OR
BEFORE APRIL 30, 1996.; FURTHER AUTHORIZING
THE CITY MANAGER, DUE TO TIME CONSTRAINTS
INHERENT IN THE TYPE OF RENOVATIONS
CONTEMPLATED HEREIN, TO ENGAGE IN COMPETITIVE
NEGOTIATIONS FOR THE PROCUREMENT OF ALL
SERVICES NECESSARY TO COMPLETE THE
RENOVATIONS SUBJECT TO COMPLIANCE WITH
APPLICABLE CITY CHARTER AND CODE PROVISIONS;
ALLOCATING FUNDS FOR CONSTRUCTION OF THE
IMPROVEMENTS, IN AN AMOUNT NOT TO EXCEED
$3,900,000, FROM THE SUNSHINE STATE
GOVERN!1EUAL FINANCING COMMISSION, SECONDARY
LOAN POOL.
WHEREAS, the Melreese Golf Course is in dire need of
renovation; and
WHEREAS, the City Commission, pursuant to Resolution No.
94-584, adopted July 26, 1994, authorized the issuance of a
Request for Qualifications ("RFQ") in order to identify the most
ATTACHMENT (S)
I CONTAINED
CM COMMSICK
bmm"Mc OF
(OCT 2 6 1996
'ap0�pp NA
i
qualified firm which could manage and operate the Melreese Golf
Course and oversee its renovation; and
WHEREAS, Bunkers of Miami, Inc., was the sole respondent to
the RFQ and was deemed qualified to perform the required
services; and
WHEREAS, due to time constraints inherent in the type of
renovation contemplated herein, the best method to procure the
Course is that of competitive negotiations;
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 proposal and selection of Bunkers of
Miami, Inc., as the sole qualified respondent to the Request for
Qualifications authorized by the City Commission pursuant to
Resolution No. 94-584, adopted July 26, 1994, for the management
and operation, including any required construction or renovation,
of the Municipal Golf Course facility known as Melreese Golf
Course is hereby accepted.
"Section 3. The sum of up, to $3,900,000 is hereby
allocated for construction of proposed renovations to the Gulf
Course facilities from Sunshine State Governmental Financing
Commission, Secondary Loan Pool.
-2-
Section 4. The City Manager is hereby authorized to
execute an agreement with Bunkers, in substantially the attached
form, provided that the agreement shall be null and void and
shall terminate without any liability to the City on the part of
Bunkers in the event that the Ordinance under item 33A of this
agenda is not adopted by the City Commission on or before
April 30, 1996.
Section 5. Further, due to time constraints inherent
with the type of renovation contemplated in the attached
agreement, the City. Manager is hereby authorized) to engage in
competitive negotiations for the procurement of services
necessary to.complete the renovations.
Section 6., This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 26th day of October, 1995.
STEPEA4 P. CLARK, MAYOR
ATTEST:
WALTER J. , CITY CLERK
PREPARED AND APPROVED BY:
1_
OLGA RAMIREZ-IJ S
ASSISTANT CI A ORNBY
W297:c9k:0RS
APPROVED.AS TO FORM AND
CORRECTNESS:
A.. ONES, III
CiTi, AVORNEY
' 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.
1 ! 1
MA-NAGEti1ENT AGREEytENT
THIS yIANNAGE,MENT AGREEMENT is made and entered into this 2 day of
G SL., 1996.1by and between the City of Miami. a municipal corporation (the "
City )
and Bunkers of titiami, a Florida Joint Venture (the "Operator").
WITNESSETH
WHEREAS, the City holds title to a golf course known as Melreese Golf Course (the
"Property") located at 1802 N.W.. 37 Avenue in the City and legally described in Exhibit "A"
hereto; and
WHEREAS, the City wishes to provide a golf course facility to the general public to be
operated in accordance with professional standards and practices for which the Operator has
submitted its gtialifications and which qualifications have been accepted by the City; and
WHEREAS, the Operator wishes to provide the City with the benefits of its knowledge,
expertise and abilities in operating said Rolf course facility;
NOW, THEREFORE, for and in consideration of .the .mutual promises, obligations,
representations. and covenants contained in this Management Agreement, and other good and
valuable consideration; the receipt and legal sufficiency of which are hereby acknowledged, the....
City and Operator do hereby agree as follows'.
1. DEFIIMTIONS. When used in this Agreement, the terms listed below will
have the following meanings: I-
','Affiliated Party" means any entity that has management, control or an ownership interest
of five percent (50/9) or more in the Operator, or which is managed, controlled or owned
by five percent (5®/0) or more by Open= or by another party which also has
management, control or an ownership interest of five percent (5%) or more in the
Operator.
"Agreement" means this Management Agreement
"Approved Subcontaa tor" means any entity contracted by the Operator to fulfill an
obligation of the Operator.
"Approved Subcontractor Fees" means those payments trade by an Approved
Subcontractor to'le40pemtor.
"City's Contribution" means an amount not to exceed S3,900,000.00 made available fo
renovation, repairs and replacement of the Golf Course Facilities.
0'0' 68n
1
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"Clubhouse" means the existing or planned permanent clubhouse located on the Golf
Course Facilities.
"Commencement Date" means the date of execution of this Agreement and approval by
the City Commission.
"Fiscal Year" means a period consisting of 365 days. For purposes of this Agreement,
the First Fiscal Year shall commence on the Reopening Date and for the final year of the
term, the Fiscal Year shall end on the 365th day of the 30th year after the Reopening
Date.
"Golf Course" means the .portion of the Property (and all improvements thereon) upon
which the eighteen (18) holes of the golf course, driving range and ancillary facilities are
located.
"Golf Course Facilities" means the Property and all existing and/or future improvements,.
equipment, furniture and fixtures located within the Property, including the Clubhouse.
"Golf Course Sales & Income" means all gross sales associated with the Golf Course
Facilities, including but not limited to gross sales derived from greens fees, cart fees,
cancellation charges, driving range fees, trail feel, Approved Subcontractor Fees,
reservation fees, locker rental, equipment rental, bag storage, equipment repair, charges
for use of any pro shop/clubhouse space and all monies received from all sources
excepting only: applicable sales taxes paid to a legal taxing authority, tips and gratuities
paid by users of the facilities to service providers (so long as such tips and gratuities are
not paid in lieu of sales), returns and allowances documented in accordance with
procedures approved in advance and in writing by the City Manager, his designee or
representative and fees paid for golf lessons and organized golfing schools provided,
however, that employee discounts are not included and recognized as Golf Course Sales
and Income.
"Merchandise/Food and Beverage Income" means all monies received from !
Merchandise/Food and Beverage Sales excepting only applicable sales taxes paid to a legal
taxing authority,, tips and gratuities paid by users of the Facilities to service providers so
long as such tips and gratuities are not paid in lieu of sales, returns and allowances
documented in accordance with procedures .approved in advance and in writing by the
City Manager. All employee meals and discounts are included in the definition of
Merchandise/Food and Beverage Income.
"Net Operating Income" means the amount by which Golf Course Sales and Income plus
Merchandise[Food and Beverage Income is greater than Operating Expenses during each "
Fiscal Year.
"Net Operating Loss" means the amount by which Golf Course Sales and Income plus
2 = .
�,terchandiseiFood and Beverage Income is less than .Operating Expenses during each
Fiscal Year.
'Operating Expenses" means with respect to any Fiscal Year. all operating, maintenance
and other costs and expenses incurred in connection with the operation'of the Golf Course
Facilities'inciuding, but not limited to, the Repayment of City's Contribution purchasing
of supplies. leasing of equipment, maintenance and repair of the Golf Course Facilities,
calculated in accordance with generally accepted accounting principles, costs of goods
sold, salaries of all employees employed by Operator for the Golf Course Facilities and
all appurtenant payroll ex$enses and fringe benefits and payroll taxes of every nature,
charges (including supplies of every kind) for cleaning, security guard service,
exterminating service, trash and disposal service, heat, air conditioning and utilities
(including taxes thereon)
, water and sewer charges, charges pursuant to service contracts
with independent contractors, charges for legal services, charges for accounting services,
licenses and permit fees, insurance premiums, advertising and promotional fees, fidelity
bonds, excluding any and all property taxes,. including real and personal property taxes
and assessments. of every nature levied on the Golf Course Facilities.
"Reopening Date" means the date on which the Golf Course Facilities are reopened to
the public after completion of the renovations or ninety (90) days following the
Completion Date, as defined= in Paragraph 5.12 hereof, whichever occurs first.
"Repayment of City's Contribution" means the stipulated amount of Two Hundred and
Seventy -Five Thousand Dollars (5275,000.00) to be paid by Operator to City each year
throughout the Term of this Agreement in accordance with the provisions of Paragraph
7 hereof.
"Term" means the Initial. Term and Renewal Term, collectively, as described in
Paragraph 2 heircof.
2. Tom•
2.1 The term of - this Agreement (the "Term") shall commence as of the
Commencement Date and expire on the last day of the thirtieth Fiscal Year (the "Initial Term").
The City shall have the option to extend the Initial Term by two (2) additional terms of five (5)
years eaeh (each such additional term being referred to herein as the "Renewal Term") by giving
written notice to Operator of its intention to do so at least 180 days prior to expiration of the then
current term.
• t�lilut . ►l • • MENNEN - •
3.1 City hereby, engages Operator gain �Independent
Go�C � Faciesr duringthedne Term
as an
employee of City, to operate, manage and main
0
f r
in accordance with the terms and conditions set from herein, and Operator hereby accepts such
engagement. In addition, the Operator shall act as City's Project Manager during the
Construction Period and shall provide such expe.-tise and guidance as appropriate and acceptable
to the City Manager, accomplishing or overseeing the design and renovation of the Property on
behalf of the City, and notifying the City Manager of any and all discrepancies in the design or
work as intended or approved by City contract or the City Manager.
3.2 The Operator acknowledges that Operator has been retained as contract manager
only, and, as such. Operator shall have no interest in the Golf Course Facilities as owner, lessee
or otherwise. All mineral rights and all land ownership rights are hereby reserved by the City.
However, the City may contract with or through the Operator for development or use of such
rights. The City agrees that no exploration of such minerals shall occur after completion of the
Golf Course Facilities or sale of the Golf Course Facilities without the mutual written agreement
of City and Operator.
e a wu *t. e F 1 ill_TKOTMOMPTS e.
4.1 Fiscal Obligations
4.1.1 The Operating Budget for the Golf Course Facilities for the' First Fiscal
Year shall be as set forth in Exhibit "B" attached hereto and incorporated herein.
4.1.2. No later than sixty (60) days prior to the commencement of each. Fiscal
Year, commencing with the second Fiscal Year, Operator shall provide the City Manager
with a copy of its proposed operating budget projecting all sales and expenses of the Golf
Course Facilities for the next Fiscal Year. Such budget shall be reasonable in light of past
operations and expenses and in light of projected operations for the coming Fiscal Year.
Operator and City Manager shall then discuss such budget in good faith and Operator. will
consider any input from the City Manager. The City Manger shall approve or
disapprove the budget within thirty (30) days of receipt of such proposed budget. In the
event that the City Manager fails to approve or disapprove the budget within such thirty
(30) days, then .the budget shall be deemed approved. In the event the City Manager
disapproves the Budget then he must submit to Operator the reasons for disapproval.
Operator and City Manager shall use their best efforts to reach an agreement with respect
to the proposed Budget. In the event the parties cannot reach an agreetnent; then the prior
years budget shall be utilized with up to a five percent (50/6) increase in the total budget
"as determined solely by Operator.
4.2 Operational Responsibilities
4.2.1 Operator shall operate and maintain the Golf Course Facilities in accordance
with standards similar to those of other local public first-class daily fee golf course
facilities.
4
4.2.2 Operator shall hire and assign a full-time manager comparable to managers
at similar public tirst-class daily tee golf courses. The manager shall be present at the
Golf Course Facilities during normal business hours. .fit times when the coli -time
manager is absent. there shall be a designated assistant manager present. The Operator
agrees to supply the City with background information and telephone numbers for making
:.ontact with the manager and assistant manager.
4:2.3 The Operator shall hire, train, promote, -Fire and be responsible for all
personnel matters of its employees at the Golf Course Facilities. The Operator shall be
responsible for the conduct of its officers, directors, management and employees who shall
conduct themselves in a manner so as not to cause civil or criminal charge and shall
provide safe,. courteous, honest and efficient service to patrons of the Golf Course
Facilities.
4.2.4 .. The Golf Course Facilities shaft be made available to the City on weekdays
for up to -four (4) special functions per year between April 15 • November 15 of each
year. Such- special functions may include up to one hundred and forty-four (144) players
each. City and retired City employees playing golf at such special functions shall not be
required to pay any greens fees, but shall pay the cost of cart fees, food and beverage and
any merchandise provided by Operator.
4.2.5 The City Manager and Operator shall establish emergency procedures for
the Golf Course Facilities and each operation thereon to be implemented in case of
hurricane or other emergency.
4.2.6 Operator shall use its best efforts to ensure that all Approved.
Subcontractors shall be trained in their duties and shall be safe, courteous, helpful and
efficient in carrying out those duties. Further, Operator represents that all of its
employees shall be so trained and shall perform their duties as herein required.
4.2.7 Operator shall abide by all laws, statutes, ordinances, rules, regulations and
other enforceable issuance by bodies with legal jurisdiction, including but not limited to
laws relating to dis (nation, civil rights, health., safety and welfare of individuals.
4.2.8All terms and conditions of this Agreement shall extend, to, be binding on
and direcdy enforceable upon Approved Subcontractors, licensees and permittees as
-authorized under this Agreement
4.2.9 In the event of assignment or subcontract by Operator of any of its
obligations with respect to the Golf Course Facilities (which shall at all times be subject
to City Manager's ' prior written approval), Operator will guarantee to the City the due
performance of any and all such obligations.
4.2. 10 Any property not owned by the City remaining at the Golf Course Facilities
S
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L J
r1
61
more than thirty (30) days atter termination or expiration of this Agreement shall be
deemed. at the election of the City. to be ( l) a gratuitous gift to the Citv or (2) removed
from the Golf Course and stored or disposed of by the City at the cost of the Operator.
4.2.1 l The Operator shall have the right to use all Ciry-owned personal property
at the Golf Course Facilities. and Ciry agrees to make all such property available to
Operator as of the Commencement Date. Any replacement or substitution of such
personal property shall become Ciry personal property upon replacement or substitution.
All City -owned personal property must be returned to the City in its original conditiod,
normal wear and tear excepted as appropriate during the term of this Agreement, upon
expiration or termination of this Agreement.
• 8, • • • • 1�. � gMl
5.1 Renovation - Immediately following the Commencement Date, Operator shall
initiate all action necessary to implement the following improvements (the "Improvements"):
a. Renovate and rebuild greens, tees, fairways and roughs;
b. Rebuild and renovate all sand bunkers (traps);
C. Construct cart paths as planned;
d. Install new automatic irrigation system;
e. Evaluate existing golf course maintenance equipment and purchase
additional equipment as needed to operate an 18 hole public golf
course facility.
f. Redesign golf course to enlarge facility to accommodate a state of
the art practice range and family golf teaching center.
g. Construct a new Clubhouse Facility including male and female
locker rooms and shower facilities.
The parties anticipate that on or about March 1, 1996 , the Golf Course will be
closed in order to commence construction of the Improvements as provided for in this Agreement
which shall be completed within the eighteen (18) months theresiier.
5.2 LaIding of Imrovements Furniture FUM= and Eaui2g= -lite City shall
provide the sum of Three Million Nine Hundred Thousand Dollars (S3,900,000.00) for the
design and construction of the Improvements (the "Construction Costs") and for purchase of
ftirni=e, fixtures and equipment ("FF& E") in accordance Cothe � CoFnstrucio 1 Baud
get
approved by the City Manager. In the event that the Construction
6
the amount of City's Contribution then the Operator may use up to Three Hundred and Ninety -
Thousand Dollars (5390,000..00) to establish a Reserve Account for repair and replacement of
Golf Course Facilities. In the event that a grant can be obtained by Operator or City, then the
proceeds from such grant shall be used for the purposes set forth in the grant. grant application
or any other legal purpose. All grant proceeds shall not be considered part of the Ciry's
Contribution.
5.3 Operator's Resoonsibilities During Renovation. In addition to all other duties and
responsibilities set forthherein, the Operator shall have the following responsibilities during the
Construction Period, as the -term defined in Section 5.5 below.
5.3.1 Proiect Manager
Operator shall act as the Project Manager during the planning, design and
construction phases of the Improvements, subject to the terms and conditions established by law
and by this Agreement. Operator's responsibilities include, but are not, limited to, the following:
a. Prepare for City's approval; a preliminary renovation plan and proposed
schedule for the Improvements and proposed Construction Budget.
b. Prepare all documentation necessary to obtain all permits and approvals
.needed to implement the renovations and construct the Improvements.
C. Assist the City in the procurement of all services needed to implement the
renovations.and prepare, for City's approval, all contacts m connection therewith.
d.: Administer, subject to City's approval, all contracts for the construction of
the Improvements.
e. Provide technical advice and such other services as may be required by the
City to complete the renovations.
5.3.2 Desi &^ Renovation of Golf Course.
Operator shall be responsible for the design of the Golf Course and agrees to
submit to the City Manager, for his approval, a design plan for the Golf Course, not later than
five (5� months following the Commencement Date. In this connection, Operator represents and
warrants that it possesses all qualifications and the necessary expertise to design the Golf Course
and . prepare all -documents and instruments required in connection therewith. Operator further
represents and warrants that the design of. the Golf Course does not require the type of
professional services described in . Section 18-52.3 of the Code of the City of Miami and
indemnifies and holds City harmless from and against any and all claims arising out of the design
of the Golf Course and/or non- compliance with Section 18.52.3 of the Code.
7
f
5 i Contractincz !tetho s and proce_ ores
Operator understands and agrees that the procurement of all services for rhe
construction of the improvements is subject to the Code of the City of �viiarni and represents and
,varrants that it is thoroughly familiar with and will strictly observe and comply with all
requirements contained therein.
Due to several factors including: (a) weather considerations which require that .the
improvements be constructed during the "dry" season and (b) the importance of various factors
(not only the lowest price) in the awarding of contracts for the construction of the Improvements,
the City has determined that it is rnore practical and advantageous for the City to use Competitive
Negotiations in the procurement of, the services required for the renovations as permined by and
in accordance with Section 18-.52.2 of the Code of the. City of Miami. '(Notwithstanding the
foregoing, it is agreed that the competitive methods and procedures prescribed in Section 18-52.3
of the Code shall be used if the services described therein are required).
In furtherance of the foregoing, the City and Operator shall, within forty-five (45) days
following the Commencement Date, establish a three (3) member committee to implement the
Competitive Negotiation Requirements established by the Code and make the appropriate
recommendations to the City Manager. The Committee shall consist of a representative of the
Department of Parks and Recreation of the City and a representative of the City's Asset
Management Department both to be appointed by the City Manager and a third member
appointed by Operator.
Operator understands and agrees that all contracts procured in accordance with Section.
18-52 shall be subject to City Commission approval.
5.5 Design and Construction Period - Operator shall take all necessary action to ensure
that the design plan for the Golf Course be completed within five (5) months following. the
Commencement Date (the "Design Period*). The Improvements shall be completed during the
fourteen (14) month period immediately following the Design Period (the "Redevelopment
Period"). The Construction Period, which combines the' Design Period and the Redevelopment
Period, shall not exceed a total of nineteen (19) months from the Commencement Date, subject,
however, to delays caused by Force Majeure as provided for in Section 17 of this Agreement or
delays caused by the City.
S.6 Standards for Construction of Golf Course - The standard for the design and
construction of the Golf Course Facilities shall be comparable to those of similar municipal golf
courses in Dade County. All Improvements shall become the property of the City immediately
upon being constructed The construction of the Improvements shall be in accordance with the
design development documents (the "Design Development Documents"), construction documents
(the "Construction Documents") and schematic design documents (the "Schematic Design
Documents"), (collectively the "Plans"), all of which shall be subject to the City's Manager's
prior written approval. The approval by the City Manager of the design plans for the Golf
00
8
Course pursuant to this Section shall not relieve the Operator of any responsibilities in connection
'.herew1th. Specifically, Operator shall be responsible for the submission of such plans to :he
a.:propnam departments of the Ciry or any other governtnental authonty having jurisdiction over
Lhem and for obtaining all building or other permits or approvals required by law. Operator
acknowledges that any approval given by the Ciry Manager pursuant to this Section shall not
constirute an. opinion or agreement by the City that .such plans are sufficient or in compliance
with any laws -codes or other applicable regulations, and no such approval shall impose or imply
any liability on or waive any rights of the Ciry..
5.7 Construction Budget - Within one hundred and fifty (150) days after the
Commencement Date, Operator shall prepare and submit to the City, for its approval, a proposed
Construction Costs and an FF&E Budget. The procurement of services and all amounts to be
paid under each contract shall be made in strict adherence to the approved Construction Costs and
FF&E Budget (the "Construction Budget"). All expenses in excess of the three million nine
hundred thousand dollars (53,900,000) shall be borne by Operator unless they have been
approved, in advance, by the City Manager.
5.8 Changes in Plans and SMifications - All material changes or additions to the
Plans shall be submitted to the Ciry Manager for his approval, which may not be unreasonably
withheld or delayed. The Operator may make changes and additions to the Plans without the City
Manager's approval which are not substantial; provided, however, that in no event shall the City
be required to pay any amounts in excess of the Construction Costs, unless the Ciry Manager has
previously approved such payment.
5.9 Procedures for Aeproval or Disaooroval - Unless otherwise specifically provided
for in the Agreement or in the Event of Force Majeure, any consent or approval -required by
Operator- from the Ciry Manager pursuant to the terms of this Agreement which. has not been
given or denied within twenty (20) business days following receipt of`the request for cogent
and/or approval by the City Manager, shall be deemed to have been approved by the Ciry
Manager. In the event that the City Manager disapproves or qualifies his approval or consent
within such twenty (20) business day period, said disapproval or qualification shall be in writing
setting forth the reasons therefor. Any and all requests for consent and/or approval shall be
accompanied by all documents and/or information necessary to permit an adequate evaluation of
sa=ne by the Ciry Manager and shall be sent by United States registered or certified mail, return
receipt requested, postage prepaid or hand delivered to the Ciry Manager's office.
5.10 00CMI's Obligations where Construction Budget is Exceed - In the event the
Construction Budget is exceeded without City Manager's agreement to pay such excess or if
Operator elects to make Improvements, the costs of which exceed the Construction Cost then, at
the Ciry Manager's request and within five (5) business days.thereaftar, the Operator shall deposit
in an account to be designated by the Ciry Manager the amount required to pay such excess cost -
5.11 Right of tru
Inspection During Construction of i orovemet ' Dduo sgo, c�he
Construction Period, the Ciry may inspect, but shall have no duty or obligation t
9 0.'
construction of the Improvements and the matertais being used or to be used in the performance
of the work. If during construction of the Improvements. the City shall reasonably detecm►ne that
the matenals used or the construction of the Improvements do not substantial Iy conform to the
approved Plarts . then the City may give written notices thereof to Operator specifying the nature
Of the deficiency, defect, or omission. Capon receipt of such wntten notification. Operator shall,
Ntthin thirry (30) days thereafter, take such steps as may be necessary to correct such defects,
deficiencies or omissions unless Operator is granted an extension in writing by the City Manager
or it is impossible to correct such defects within thirty (30) days in which case such defects must
be corrected in a reasonable amount of time. Operator agrees to permit the Ciry Manager or its
designee(s) to enter the Golf Course Facilities at any time for any purpose the City deems
necessary for the duration of this Agreement.
5.12 Consoction Schedules and Comp -In the event that Construction of
the Improvements is not completed within twenty-four (24) months ager 'the Commencement
Date, the City may terminate this Agreement upon sixty (60) days written notice to Operator,
unless the delay .is caused by an event of Force Majeure or by actions or inaction of the City.
In such event the period for completion of construction shall be extended by a time period
commensurate with such delay. Construction of the Improvements shall be deemed completed
upon the issuance of the appropriate certificate of completion, occupancy or its equivalent for the
entire Golf Course Facilities. The date of such certificate shall be the "Completion Date".
5.13 Payments - Payments for services performed in connection with the Renovations
shall be made in accordance with the corresponding agreement.
5.14 Construction Liens - Operator indemnifies, and holds the City, its officials and
employees, harmless from and against all claims for tabor and materials in connection with
supplies, equipment, improvements, repairs or alterations of the Golf Course Facilities and the
cost of defending against such claims, including reasonable attorneys' fees. Ten Dollars (S 10.00)
is granted as separate and distinct consideration for this indemnity.
5.15 Bonds and Ittsurance - Construction of the Improvements shall not commence
until Operator has secured and submitted to the City for approval all insurance policies and all
performance and or payment bonds that may be required by the City, the City of Miami Code
and/or Section 255.05, Florida Statutes, all in form and substance satisfactory to the City.
6.1 Pried Manager Fee: During the Construction Period , the City shall pay
as part of the Construction Budget to Operator the sum of four thousand dollars (54,000.00) per
month, as Project Manager Fee (the "Project Manager Fee"). Additionally, Operator shall be
entitled to receive ten percent (10%) of the monthly Golf Course Sales and Income and
Merchandise/Food and Beverage Income, if any, as a managemeat fee during the Construction
Period. The Project Manager Fee shall not be deemed an Operating Expense but shall be part
of the Construction Cost. For purposes of this Agreement "Construction Period" shall be the
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period of time commencing on the Commencement Date and ending on the Reopening Date.
6.2 Desian Fee: As compensation for the design of the Golf Course, the Operator
shall be paid -a Design Fee of Two Hundred Twenty . Thousand Dollars (5220,000.00) (the
"Design Fee"). The Design Fee, shall be deemed part of the Construction Cost and shall be paid
as follows:
(a) - 20% - Upon commencement of the Design Plan;
(b) 30%'- Upon City's approval of the Design Plans;
(c) 30% - Upon commencement of Construction; and
(d) 20% On the Completion Date.
6.3 Management Fee
The Operator's management fee shall be equal to Net Operating Income during
each Fiscal Year. Operator may project on a quarterly basis the Net Operating Income for the
Fiscal Year and disburse such projected quarterly Net .Operating Income to itself as its
management fee.
6.4 Operator Losses
The Operator shall. be responsible for the payment of all Net Operating Losses.
7. REPAYMENT OF CITY'S CONTRIBUTION
7.1 . The City shall be paid by Operator as an Operating Expense, the .sum of Two
Hundred and Seventy Five Thousand Dollars (5275,000.00) per year for each year during the
term of this Agreement. The payments shall be made on a seam-aaaual basis and shall be One
Hundred Thirry-Seven Thousand Five Hundred Dollars ($137,500.00) each. The first semi-annual
payment shall be paid to the City 183 days after the commencement of the First Fiscal Year.
Thereafter, a payment shall be made each 183 days later.
7.2 Cita Losses
The City shall not be responsible for any Net Operating Losses.
8. E�MNT DOMAIN
A
8.1 In the event of a taking of the Golf Course Facilities by eminent domain. the
following provisions shall apply:
8.1.1. If less than all or substantially all of the Golf Course Facilities or
any individual portions of the Golf Course Facilities are taken by any governmental or
quasi -governmental body the City and Operator shall determine whether in its reasonable
judgment the Golf.Course Facilities (or the applicable portion thereof) can continue to be
operated for its intended use. In the event the Operator decides to continue the operation
of the Golf Course Facilities, then the Operator shall be entitled to use such portion of the
proceeds of the condemnation award paid in connection with such taking as determined
by the Operator and the City to be necessary to restore the remaining portions of the Golf
Course Facilities (or the applicable portions thereof) and/or to make additional
improvements as are necessary to continue the operation of the Golf Course Facilities (or
the applicable portions thereof);
8.1.2. If all or substantially all of the Golf Course Facilities (or applicable
portion thereof) are taken by any governmental agency this Agreement shall terminate and
neither parry shall have any further right or obligations hereunder. In such event the
parties shall be entitled to a portion of the condemnation award based on the amount of
damages resulting to each parry by reason of such taking. In the event that a single award
is made without separately determining the respective interests of the parties and the
parties cannot agree as to their respective portions of the award within twenty (20) days
after the final determination of the amount. thereof, then the City and Operator agree to
submit the matter to a court of competent jurisdiction for a final determination of their
respective shares.
8.2 If the Golf Course is relocated for any reason, including condemnation, the
Operator shall act as the City's Project Manager in the location, design and construction phases.
The City shall execute a new contract with the Operator for management of the new site with the
same Management Fee term as set forth herein.
9. USE AUTHORIZATIONS AND STANDARDS
9.1 Operator agrees that the Golf Course Facilities will be used by Operator as a golf
facility with related golf activities, recreational amenities, hospitality facilities, and amusements,
open to the general public upon the terms and conditions herein provided
9.2 The Operator shall take such actions as may be necessary to promptly comply with
any and all orders or requirements of any federal, state, county or municipal authority having
jurisdiction over the Golf Course Facilities, issued in the exercise of such jurisdiction, with
respect to the operation, management or maintenance thereof. Except in the case of an
emergency, Operator shall not take any action in response to a governmental order or requirement
without notifying the City Manager. The Operator shall not take any action with respect to any
governmental order or requirement that City is contesting and has notified Operator of the same,
or has notified Operator of its intention to contest; provided, however, that City shall proceed l
with all due diligence in contesting any such governmental order or requirement and shall use
best efforts to prevent a shut-off of essential services to the Golf Course Facilities.
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9 • The Operator shall. in the name of the Operator (and not in the name of the Cirv),
select. _mploy, supervise. and discharge all employees and personnel necessary for the operation
and maintenance of the Golf Course Facilities. All such employees shall be employees or
independent contractors of Operator and shall not in any event be deemed employees of the City.
Operator shall be responsible for timely compliance with all local, state and federal labor and tax
laws, including, without limitation. OSHA, federal withholding tax laws, Worker's Compensation
Insurance, FICA, AICA and federal and state unemployment insurance laws.
9.4 The Operator shall purchase or lease all materials necessary or desirable in
Operator's reasonable judgment and as approved in the Operating. Budget by City Manager for
the operation or maintenance of the Golf Course Facilities. The Operator agrees to use
reasonable efforts to secure contracts with minority owned companies, where available and where
cost, service level and quality are comparable to other companies.
9.5 The Operator shall make arrangements, negotiate and enter into contracts for
exterminating services, vending services, HVAC, security, cleaning, landscaping, trash collection
and such other services as Operator reasonably deems advisable for the operation of the Golf
Course Facilities. The Operator agrees to use reasonable effort to secure contracts with minority
owned companies, where available and where cost, service level and quality are comparable to
other companies. The City shall cover under their blanket deposit, water, electricity, gas and
telephone.
9.6 The Operator shall apply for, and use its best efforts to obtain and/or renew all
licenses, permits, and certificates required in connection with the operation of the Golf Course
Facilities, including a 'liquor license. If required by governmental authorities, licenses shall be
obtained in the name of the City and all documents to be signed in connection with the
application for such licenses shall be executed by the City.
9.7 The Operator shall bill, collect and administer all Golf Course Sales and Income
and Merchandise/Food and Beverage Sales and shall cause to be instituted any and all legal
actions and proceedings which Operator deems necessary and desirable to collect charges, fees,
or other Golf Course Sales and Income and Merchandise/Food and Beverage Sales.
9.8 The Operator, subject to the City's and, where required, City Commissions
approval, shall adopt, publish, and enforce rules, regulations, and policies for the operation and
use of the Golf Course Facilities, including, without limitation, hours of operation. greens fees
and other prices comparable with other first class public golf facilities, selection of tee times,
dress code, conduct of players and the like. Subject to the City's and, where required, City
Commissions approval, the Operator shall, be able to set and periodically change all golf related
fees at the Golf Course Facilities except that City of Miami residents shall always have a
minimum of a ten percent (10%) discount on greens fees and membership fees and retired City
employees shall play free of a greens fee charge during designated times determined by Operator
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9.9 The Operator shall provide or cause to be provided customary food. beverage, ori.
course service, restaurant, banquet, and bar service at the Golf Course Facilities. and such other
services as may be approved by the City Manager.
9.10 The City shall advise the Operator promptly with confirmation, in writing, of the
service upon the City of any summons. subpoena or other similar legal document, including but
not limited to leners.notices, and other communications setting forth or claiming an actual or
alleged potential liability to the City, Operator or Approved Subcontractor(s) or the Golf Course
Facilities and shall cooperate with Operator in connection with any legal proceedings arising out
of Operator's management of the Golf Course Facilities.
9.11 The Operator shall advise the City promptly with confirmation, in writing, of the
service upon the, Operator of any summons, subpoena or other similar legal document, including
but not limited to, letters, notices and other communications setting forth or claiming an actual
or alleged potential liability or incumbrance to the City, Operator, Approved Subcontractor(s),
or the Golf Course Facilities, and shall cooperate with the City in connection with any legal
proceeding arising in connection with the operation of the Golf Course Facilities.
9.12 The Operator shall have the right, with specific prior approval.of the City Manager
to use Affiliated Parties in fulfilling its obligations hereunder,. so long as use of the Affiliated
Party is not more costly or otherwise detrimental to the City, in the City's sole discretion.
9.13 Notwithstanding anything to the contrary contained herein, Operator and City agree
as follows with respect to operation of Golf Course Facilities:
9.13.1 The Golf Course Facilities shall be operated as a public facility open
to all players upon payment of the applicable use fees.
9.13.2 Fees for the Golf Course Facilities shall be established by Operator,
subject to City Manager's approval which shall not be withheld if such fees are
comparable to other local first class golf courses. Fees charged at local first-class daily
fee golf courses like, but not limited to, Key Biscayne golf course shall be deemed
comparable. Operator shall have the exclusive right, without City Manager approval, to
charge fees at any rate less than other local first-class daily fee golf courses.
9.13.3 nth respect to material matters in connection with operation of the
Golf Course Facilities, Operator agrees to operate the Golf Course Facilities according to
a written program which shall list all activities which may significantly infringe upon
availability of the public.to use any facility or service at the Golf Course Facilities. City
may deny the use of the Facilities for any activity that infringes upon public use.
9.14 Inspection. The City and its representatives shall have the right at all reasonable
times to enter upon the Golf Course Facilities for the purpose of inspecting the same, provided.
however, that City shall use all reasonable efforts not to disturb the management and operation
14 00— 6 - U
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of the Golf Course Fatuities by Operator and persons then lay. -fully using the Golf Course
Facilities.
10. INSURANCE .a.ND INDETrIFiCATION
0 1 Throughout the Term. Operator shall, as an Operating Expense, obtain and
maintain the following insurance or cause such insurance to be maintained with respect to the
Golf Course Facilities:
10.1.1 Insurance - against loss or damage by fire, flood, windstorm and other
casualties, including vandalism and malicious mischief, within the meaning of "extended
coverage" covering all buildings and contents, including the Clubhouse, located on the
Property insuring one hundred percent (100%) of the full insurable value of all buildings.
and contents on the Property. The term "full insurable value" shall mean actual
replacement value of the buildings and contents on. the Property. This property coverage
may have up to a five percent (5%) of "full insurable value" deductible.
10.1.2 Comprehensive general public liability insurance and providing for
Completed Products coverage, Host Liquor and Liquor Legal liability as applicable for
bodily injury, death or properry damage occurring upon, in or about the Golf Course
Facilities covering both Operator and City as insured, with minimum limits of five million
dollars (55,000,000.00) for bodily injury or death for, any one occurrence or. accident and
one million dollars (S1,000.000.00) for property damage;, and up to, in Operator's sok;
discretion, a ten thousand dollar (S 10,000.00) deductible unless the Operator and City
agree otherwise.
10.1.3 Worker's Compensation Insurance as required by Chapter 440, Florida
Statutes.
.10. 1.4 Comprehensive Automobile coverage covering owned and hired vehicles
with limits as set is Paragraph 10. 1.2 above.
10.2 The Operator may obtain the aforementioned insurance and coverages as part of
Operator's master policy naming Operator as insured or additionally insured if appropriate.
10.3 The Operator may elect to be included on any City insurance policy with coverages
set forth above and pay to the City any actual increase in premium attributable to such coverages.
10.4 All policies required to be maintained under this. Paragraph 10 shall, unless
otherwise approved by the City Manager,. be written by companies of recognized standing
qualified to do business in the State of Florida and may be provided by a blanket policy coveting
the Golf Course Facilities portions thereof and other .properties. Such policies shall contain ,
waiver of subrogation clauses and shall provide that they may not be canceled without thirty (30)
days' prior written notice to each insured. Operator shall furnish City with copies of the original
150— 6cc)9
policies or certificates of insurance, together with evidence of payment of the premiums therefor.
and therearter Operator shall furtush City with evidence of the renews► of such policies and the
payment of the premiums therefor not less than thirty (30) days prior to the expiration date of
such policies. The failure of Operator tor provide such evidence, whether or not objected to by
City, shall not be deemed a waiver of Operator's obligation to maintain the insurance required
hereunder. City shall have the right to require higher or lower minimum limits of coverage than
chose contained herein to the extent necessary to take into account the effects of inflation, costs
of coverage, claim history of the industry or other reasonable cause during the Term. Unless
otherwise approved by the City Manager, all policies required above shall be issued by companies
with no less than a rating of A as to management and no less than XV as to strength, as rated
by Best's Key Rating Guide or as accepted by the City Manager.
10.4.1 All applicable proceeds from -the insurance coverage described in
paragraph 10.1.1 hereof shall be applied in whole or in part to the restoration or
replacement of the damaged or destroyed portions of the buildings and contents on the
Property resulting in the payment of such insurance proceeds (the "Restoration Work").
Any insurance proceeds remaining after the completion of the Restoration Work shall be
put in an Operator's reserve account for repairs and replacement funding.
10.4.2 Operator shall indemnify and hold City harmless from any and all
claims, liability, losses, and causes of action (including attorneys' fees and court costs,
whether in preparation for trial, at trial, or on appeal) which may arise out of the
Operator's performance of this Agreement, except for damages caused solely by the
negligence or. willful misconduct of City. Operator shall defend all such suits, in the
name of the City when, requested by the City, and shall pay all costs and judgments which
may issue thereon. The cost of such defence shall.'be deemed an Operating Expense.
10.5 The .City: shall be solely responsible. for identifying funding any repairs . and
replacement of Golf Course Facilities which insurance proceeds are inadequate to properly fund
any such repairs or replacements. The City shall fund within one hundred and eighty (t 80) days
of notice from Operator such Golf Course Facilities repairs and replacements.
The Operator may use the name and/or logo of the City or Golf Course Facilities
only in connection with marketing operation of the Golf Course Facilities. The Operator shall
use such names and logos in a tasteful manner and upon objection by the City shall immediately
cease use of the names or logos in the objectionable fashion.
12. EVENTS OF DEFAULT
12.1 The occurrence of any one or more of the following events shall constitute an
Event of Default hereunder:
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12.1.1 Default in the payment of anv sum due under this �greeme;�t which
default continues for thin(30) da.:s after -nnen notice thereof.
12.1.2 Default in the performance or observance of any of the material
non -monetary terms, agreements, covenants or conditions of this Agreement, which
jefault continues for forty-five (45) days after receipt of written notice thereof, provided
that, if such default cannot reasonably be cured within forty-five (45) days, no Event or
Default.'shall be deemed to occur so long as the defaulting party has commenced and is
diligently implementing a cure within such foray -five (45) period and pursues such cure
to a timely conclusion.
12.1.3 The' application by any party hereto (or its corporate parent) for, or
consent to, the appointment of a receiver, trustee, liquidator or custodian (or similar
official) of it or of all or a substantialpart of its assets, or if any party (or its corporate
parent) shall (i) be unable, or admit in writing its inability to pay its debts as they mature,
(ii) make.a general assignment for the benefit of creditors, (iii) be adjudicated as bankrupt
or insolvent, (iv) file for voluntary petition in bankruptcy or a petition or an answer
seeking, reorganization or any arrangement with creditors or to take advantage of any
insolvency law, (v) file an answer admitting the material allegations of a petition filed
against it in any bankruptcy, reorganization or insolvency proceeding; (vi) take any
corporate action for the purpose of effecting any of the foregoing; or if an order,
judgment, or decree shall be entered by any court of competent jurisdiction approving a
petition seeking reorganization or appointing. a receiver, trustee, liquidator or custodian
(or other similar official) of any party hereto (or its corporate parent) or. of ail or a
substantial pan of its assets, 'and such order, judgment or decree shall continue unstayed : .
and in effect for a period of ninety (90) consecutive days.
12.2 If any representation or warranty contained in this Agreement shall be false or
misleading in any material respect, and the condition making such representation or warranty
remain uncorrected'for thirty (30) days after receipt of written notice hereof, the failure .to correct
such condition shall constitute an Event of Default; provided, however, that if such to
cannot reasonably be corrected within thirty (30) days, no Event of Default shall be deemed to
occur hereunder so long as the defaulting parry has commenced and is diligently implementing
a cure within such thirty (30) day period and pursues such a cure to a timely conclusion.
13. R1fA1HTS AND REMMDrES UPON L OCCLrRRENCE OF •
DEFAULT.
13.1 Default by City. Upon the occurrence of any Event of Default by City, Operator
may, at iu option, either terminate this Agreement or sue for specific performance or exercise
whatever other rights or remedies it may have at law or in equity.
13.2 Default by Operator. Upon the occurrence of any Event of Default by Operator.
City may, at its option, either terminate this Agreement or sue for specific performance or
17
exercise whatever other rights or remedies it may have at law or in equity.
14. R.EP_MSENTATIONS .SND W -NMA NTIES.
l �- I Without limiting the representations, covenants and warranties of City contained
elsewhere in this Agreement, as a material inducement for Operator to enter into this Agreement.
Ciry represents and warrants to Operator (and unless otherwise specified, such representations and
warranties are tare as of the date hereof and will continue and be effective at all times, as if
continuously reiterated, during the term of this Agreement) that:
14.1.1 City is a political subdivision of the State of Florida duly incorporated
under the laws and Constitution of the State of Florida. Subject to obtaining the approval
of City Commission, City has full power and. authority to execute and deliver this
Agreement and all documents, if any, now or hereafter to be executed and delivered by
it pursuant to this Agreement (collectively "City's Documents") and to perform all
obligations arising under this Agreement and under City's Document's. This Agreement
and City's Documents will, each constitute the legal, valid and binding obligations of City,
enforceable in accordance with their respective terms, covenants and conditions;
14.1.2 This Agreement and City's Documents do not and will not contravene any
provision of the powers of City, any judgment, order, decree, writ or injunction, or any
provision of any applicable law or regulation, and the delivery of this Agreement and
City's Documents will not. result in a breach of, constitute. a default under, or require
consent pursuant to any law or regulation or any credit agreement, lease, indenture,
mortgage, deed of trust, purchase agreement, guaranty or other instrument to which City
is a parry or by which City is bound or affected;
14.1.3 Pursuant to all applicable laws, regulations, rules or. ordinances
promulgated, issued or enforced by any and all local, state or federal governmental bodies,
agencies or organizations having any jurisdiction over the Golf Course Facilities, the Golf
Course Facilities may be operated, maintained and used for golf course purposes and other
related, ancillary or subordinate uses.
14.1.4 Some' utilities necessary to operate and maintain the Golf 'Course
Facilities may not be available within the Golf Course Facilities or at the boundary thereof
in sufficient capacity to operate or conduct the uses described in paragraph 9.1.3 hereof.
14.1.5 Except as otherwise set forth in this Agreement, no person, group,
association, entity or organization has any priority, rights, privileges, membership rights,
or other entitlement to the Golf Course Facilities or the right to use the same, including
any tenant's association, membership, organization, club or other similar entity.
14.1.6 The,City has the necessary funds to redesign, manage the construction and
construct the Golf Course Facilities upon the execution of this Agreement up to the
18
amount of the City's Contribution.
14.1.7 The Operator may charge fees for the Golf Course Facilities comparable
to other local first class golf. course facilities.
i y.? %Vithout limiting the representations, covenants and warranties of Operator
contained elsewhere in this Agreement, as a material inducement for City to enter into this
Agreement, Operator represents and warrants to City (and unless otherwise specified, such
representations and warranties are true as of the date hereof and will continue and be effective
at all times, as if continuously reiterated, throughout the term of this Agreement) that:
14.2.1 Operator is . a joint venture duly authorized and in good standing
under the laws of the State of Florida. Operator has full power and authority to execute
and deliver this Agreement and all documents, if any, now or hereafter to be executed and
delivered by it pursuant to this. Agreement (collectively, "Operator's Documents") and to
perform all obligations arising under this Agreement and under Operator's Documents.
This Agreement and Operator's Documents will each constitute the legal, valid and
binding obligations of Operator enforceable in accordance with their respective terms,
covenants and conditions; and
14.2.2 This Agreement and Operator's Documents do not and will not contravene
any provision of the powers of Operator, any judgment, order, decree, write or injunction,
or any provision of any applicable law or regulation, and the delivery of this Agreement
and Operator's Documents will not result in a breach of, constitute a default under, or
require consent pursuant to any law or regulation or any credit agreement, lease,
indenture, mortgage, deed of trust, purchase agreement, guaranty or other instrument to
which City is a parry or by which Operator is bound or affected.
15. OUIET ENJOYMENT.
City covenants that, as. long as Operator shall perform all of the terms and
conditions contained herein on the part of Operator to be observed or performed, Operator may
manage the Golf Course Facilities during the Term without molestation or hindrance by City or
anyone claiming through Ciiy.
16. FORCE MAJEURE.
Performance may be delayed and such delay shall not be deemed to be an event
of default where it is the result of an event of Force Majeure (the "Event .of Force Majeure").
Force Majeure shall include acts of God, weather or unusual severity, fire, earthquake, flood,
lightning, hurricane, explosion, action of the elements, war (declared or undeclared), invasion.
insurrection, riot, mob violence, sabotage, malicious mischief, acts of the public enemy, failure
of transportation, strikes, lockouts, action of labor unions, other industrial disturbances,
condemnation, public requisition and laws rules, regulations or orders of government, breakage
1.
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or accident to equipment or machinery, confiscation or seizure by any government or public
authority, or any other causes which are not due to any negligence on the part of Operator
whether of the kind herein enumerated or otherwise that are not reasonably within the control of
the parry claiming the right to delav performance 'on account of such occurrence. A p,
claiming that delayed performance is the result of Force Majer
eure shall give written notice of same
to the other parry as soon as possible but in no event later than twenty (20) days of the such
Event of Force Majeure causing the delay. '
17. NOTICE.
17.1 Any. notice, demand, consent, authorization, request, approval or other
communication (collectively, "Notice") which any party is required or may desire to give to or
make upon any other parry pursuant to this Agreement shall be effective and valid only if in
writing, signed by the parry giving such notice, and delivered personally to the other parry or sent
by guaranteed courier or delivery service, or by registered or certified mail of the United States
Postal Service, postage prepaid and return receipt requested, addressed to 'the other parties as
follows (or to such other place as any party may by Notice to the others specify):
To City:
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
cc: City Attorney
To Ogerator•
Bunkers of Miami, Inc.
2601 South Bayshore Drive, Suite 1600
Miami, Florida 33133
Atm: Charles DeLucca, Jr.
f q ies to:
Christopher G. Korge, Esq.
Hanzman_, Criden, Korge, Hertzberg & Chaykin, P.A.
Suite 2100 .
200 South Biscayne Boulevard
Miami, Florida 33131
17.2 Notice shall be deemed given when received but. if delivery is not accepted, on
the earlier of the date delivery is refused or the third day after the same is deposited with the
United States Postal Service.
18. REAL ESTATE AGENT.
City and Operator represent and .variant to each other that neither they nor their
affiliates have dealt with any real estate broker, salesman, finder or. agent in connection with the
transaction described herein. To the extent permitted by applicable law, each pang agrees to
indemnify, defend and hold the other harmless from and against all loss, expense (including
attorneys' fees), damage and liability resulting from the claims of any broker or finder (or anyone
claiming to be a broker or finder) resulting from any services claimed to have been rendered to
the indemnifying party in connection with the transactions contemplated by this Agreement.
14. ASSIGNMENT.
Except as otherwise specifically provided in this Agreement, no party hereto shall
have the right to assign this Agreement or any of its rights or obligations hereunder, without the
prior written consent of the other parties, which consent shall not be unreasonably withheld.
Consent by the City shall be given by the City Manager.
20. NO THIRD PARTY BENEFICIARIES.
This Agreement shall be for the sole benefit of the parties hereto, and no other
person or entity shall be entitled to rely upon or receive any benefit from this Agreement or any
provision hereof.
21. MODIFICATIONS.
This Agreement may not be .modified, discharged or changed in any respect
whatsoever, except by a further agreement in writing duly executed by the City Manager and
Operator. However, any consent, waiver, approval or authorization shall be effective if signed
by the parry granting or making such consent, waiver, approval or authorization:
No indulgence, consent to or waiver of any. breach of any provision of this
Agreement by any parry hereto shall be construed as a consent. to or waiver. of any other breach
of the same or any other provision hereof unless specifically acknowledged in writing by both
parties.
23. SEVERABILEN.
The invalidation or unenforceability in any particular circumstance of any of the
21 00- MY
provisions of this agreement shall in no way affect any of the other provisions hereof, which
shall remain in full force and effect.
'_l. REM ED[ES.
all of the rights and remedies of any party under this Agreement and the Exhibits
are intended to be distinct. separate and cumulative and no such right or remedy herein or therein
mentioned is intended to be in exclusion of or a waiver of any of the others.
25. APPROVALS.
Except as otherwise provided each party shall act promptly and reasonable in
exercising its right to approve or disapprove any document, budget, proposal: report, selection,
etc., submitted to it for approval under the terms of dais Agreement. Unless a different time
period is specifically provided for herein, if the party receiving a request for approval does not
either approve or disapprove the request within thirty (30) days, then the request shall be deemed
approved.
26. rOVERNTNG LAW/PERSONS BOUND.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida, and shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
27. NO AGENCY OF JOINT VENTU RL
This Agreement shall not be construed -as in any way establishing a partnership,
joint venture, express or implied agency or employer-employee relationship between or among
City and Operator, or City and Approved Subcontractor(s).
28. E27EYIRITS.
All recitals and all exhibits referred to is this Agreement are incorporated herein
by reference and shall be deemed part of this Agreement for all purposes as if set forth at length.
herein.
This . Agreement contains the complete and entire agreement among the parues
respecting the transaction contemplated herein, and supersedes all Prior negotiations, eagreements.
resuch
representations and understandings, if any, among the parttea specting
Xrs
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30. COUNTERPARTS.
This .agreement may be executed by the parties hereto individually or in
combination, in one or more counterparts. each of which shall be an original and all of which
shall constitute one and the same Agreement.
31. ATTORNEYS' FEES.
In the event of an action at law or in equity between the parties to enforce any
provision of this Agreement, the unsuccessful parry to such litigation shall pay to the successful
party all costs, fees and expenses incurred by such successful party, and if such successful party
shall recover a judgment in any such action or proceedings, such costs, fees and expenses shall
be included in and as a part of such judgment.
32. CONDITIONS TO EFEECTMNESS OF THIS AGREEMENT.
This Agreement shall not become effective until such time as each of the following
conditions precedent have occurred and thereafter shall be deemed effective upon the last date
to occur of the following: (i) approval by the Operator and (ii) approval by the City .Commission.
33. AUDIT RIGHTS.
Through the term hereof and for a period of three. (3).years thereafter, City shall
have the right to audit the records of Operator pertaining to this Agreement..
34. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS.
Both City and Operator shall comply with all applicable laws, ordinances and
codes of Federal, State and Local governments. "
35. AWARD OF AGREEMENT.
Operator warrants that it has not employed or retained any person employed by
the City to solicit or secure this agreement and that it has not offered to pay, paid, or agreed to
pay any person employed by City any fee, commission percentage, brokerage fee, or gift of any
kind contingent upon or resulting from the award of this Agreement
36. INDEMNTFICATION.
Operator shall indemnify, defend and save the City, 'its officers, employees and
agents harmless from and against any and all such claims, liabilities, losses, and causes of action
which may arise out of Operator's negligent act or omission or willful misconduct under this
Agreement and, from and against any orders, judgments or decrees which may be entered, as a
result of such acts of Operator and from and against all costs, attorneys' fees, expenses and
23
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-W" liabilities incurred in defense of any such claims, or in the investigation thereof.
37. CONFLICT OF INTEREST.
A. Operator covenants that no person under its employ who presently 'exercises
any functions or responsibilities in connection with this Agreement has any personal financial
interests, direct or indirect, with City. Operator further covenants that, in the performance of this
Agreement, no person or entity having such conflicting interest shall be utilized in respect to
services provided hereto. Any such conflict of interest(s) on the part of Operator, its employees
or associated `persons, or entities must be disclosed in writing to City.
B. Operator is aware of the conflict of interest laws of the City of Miami (City
of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1)
and the State of Florida, and agrees that it shalt fully comply in all respects with the terms of said
laws and any future amendments thereto.
38. NONDISCRIMINATION.
Operator agrees that it shall not discriminate as to race, sex, color, religion, age,
marital status, handicap or national origin in connection with its performance under this
Agreement.
39. MINORITY PROCUREMENT COMPLIANCE.
Operator acknowledges that it has been furnished a copy of Ordinance No. 10538,
the. Minority Procurement Ordinance of the City of Miami, and agrees to comply with all
applicable substantive and procedural provisions therein, including any amendments thereto.
IN WITNESS WHEREOF, the parties heretohave executed this Agreement as of the
date first above written.
BUNKERS OF_IvGA)4 JOINT VENTURE
Managing �Y� ter
mi
Bunkers o a, Inc.
Charles DeLucca, Jr., President
490-
24 v
Attest:
APPROVED AS TO FORM AND
CORRECTNESS:
A. Quinn JonesN
City Attorney
25
CITY OF MIAMI a municipal corporation
of the State of rida ("City")
By:
00- 09-
EXHIBIT
MELREESE GOLF COURSE
PROPERTY DESCRIPTION
ADDRESS; 1802 N.W. 37 Avenue (Douglas Road)
Miami, FL
SIZE: +/- 178.5 acres, including Grapeland Park
Golf Course:' Tax Folio No. 01-3132-000-0080
+/- 130.33, acres
Park: Tax Polio No. 01-3132-000-0090
+/-.48.42 acres
LEGAL DESCRIPTION'(including Park):
All that part of the SE 1/4 Section 29, Township 53
South, Range 41 East, lying South of the Tamiami
Canal,less the East 35 feet thereof; also all that
land lying in the NE 1/4 Section 32,Township 53
South, Range 41 East, less the West 700 feet of the
east 735 feet of the SE 1/4, NE 1/4 of said SE 1/4,
NE 1/4 of.Section 32, also less the East 35 feet,
the South 45 feet and the West 50 feet thereof of
said NE 1/4 for street purposes. (Provided by
others)