Loading...
HomeMy WebLinkAboutR-00-0823J-00-812 9/28/00. RESOLUTION NO. 8 J' A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), RATIFYING, APPROVING AND CONFIRMING THE CITY MANAGER'S EXECUTION OF A USE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH 21ST CENTURY CINEMAS, INC. FOR THE TEMPORARY MANAGEMENT OF THE TOWER THEATER, LOCATED AT 1508 SOUTHWEST 8TH STREET, MIAMI, FLORIDA, SUBJECT TO TH&iTERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN THE USE AGREEMENT, AND UNTIL SUCH TIME AS A REQUEST FOR PROPOSALS IS ISSUED AND AN AGREEMENT FOR LONG-TERM MANAGEMENT OF THE TOWER THEATER IS EXECUTED. WHEREAS, the City of Miami (the "City") is owner of real property located at 1508 Southwest 8th Street, Miami, Florida, a/k/a Tower Theater (the "Tower Theater"); and WHEREAS, it has been determined that it is in the best interest of the City to allow the Tower Theater to remain open and continue to be managed as a public cinema and cultural center jointly with the City and its current operator, 21St Century Cinemas, Inc., on an temporary basis, and until such time as a Request for Proposals is issued and an agreement for long-term management of the Tower Theater is executed; CITY COMMISSION MEETING OF. SEP 1.2 7/PQo Resolution Igo. U 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 and incorporated as if fully set forth in this Section. Section 2. The City Manager's execution of a Use Agreement, in substantially the attached form, with 21St Century Cinemas, Inc. for the temporary management of the Tower Theater, located at 1508 Southwest 8th Street, Miami, Florida, subject to the terms and conditions as more particularly set forth in the Use Agreement, and until such time as a Request for Proposals is issued and an agreement for long-term management of the Tower Theater is executed, is hereby ratified, approved and confirmed. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.'/ 1� If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 2 of 3 '93 PASSED AND ADOPTED this 28th - day of September, 2000. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did riot i,rldlcata approval of this legislation by signing it in the designated plac. �ovided, said legislatom "yu'j days f Comm'becomes effective with the eilapF"oll' ten (10) days rh the ate f Com regarding same, without the M or(exercisi) a� fy ATTEST: WALTER J. FOEMAN CITY CLERK —� NDROw7ILARELLO ATTORNEY W4701:BSS CORRECTNESS:t/ Page 3 of 3 00 SZ3 • USE AGREEMENT ISSUED BY THE CITY OF MIAMI - TO C] 21 ST CENTURY CINEMAS, INC. FOR THE OCCUPANCY OF THE PROPERTY LOCATED 1508 S.W. 8`h STREET MIAMI, FLORIDA. 00 823 1. Recitals. 1 2. Purpose. 1 3. Operations. 1 4. City Programming 2 5. Use Period. 2 6. Interest Conferred by this Agreement. 3 7. Use Fee. 3 8. Damage Deposit.- 3 9. Ticket Surcharge 4 10. Complementary Tickets. 5 11. Utilities and Other Services. 5 12. Condition of the Property. 5 13. Permits. 6 14. Certificate of Occupancy. 6 15. Equipment. 6 16. City Services 7 17. User's Services 7 18. Promotion of City. 8 19. Signs. 8 20. City Access to Facility. 8 21. City's Right to Perform Work. 8 22. Indemnification and Hold Harmless. 8 23. Insurance. 9 24. No Liability. 11 25. Default Provision. 11 26. Cancellation by Request of Either of the Parties Without Cause. 12 27. Notices. 12, 28. Per Diem Fee. 12 r ou 823 • 29. Severability. 30. No Assignment Or Transfer. 31. Nondiscrimination. 32. Waiver of Jury Trial. 33. Waiver. 34. Amendments and Modifications. 35. Court Costs and Attorney(s)' Fees. 36. Compliance with All Laws Applicable. 37. Entire Agreement. 38. Approval by Oversight Board 0 13 13 13 13 14 14 14 15 15 15 0 .0 USE AGREEMENT This Use Agreement (the "Agreement") is made this ;�I 'qday of August, 2000, between the City of Miami (the "City") a municipal corporation of the State of Florida and 2151 Century Cinemas, Inc., a Florida for profit corporation (the "User"). WHEREAS, the City and the User find it to be in the best interest of the parties to allow the Tower Theater to remain open on an interim basis while the City takes the necessary steps to procure an operator on a long term basis; NOW, THEREFORE, in consideration of mutual covenants hereinafter contained to be observed and performed, the Parties hereto do hereby covenant and agree as follows: 1. Recitals The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Agreement. 2. Purpose. The City is the owner of real property located at 1508 S.W. 8`h Street, Miami, Florida, a.k.a. Tower Theater (the "Property"). The City through this Agreement will allow the User the right to manage the Property, on a temporary basis. 3. Operations. The User shall conduct its operations in an orderly manner reasonably intended not to disturb or be offensive to customers, patrons. or others in the immediate vicinity of such operations. The User agrees that, at no time during the Use Period, as hereinafter defined, shall it permit any obscene performances or other obscene material to be exhibited or performed in the Property. For the purposes hereof, the term "obscene" shall be defined in the same manner as such term is defined under applicable federal law, with the further proviso that "X" (or "XX" or "XXX") rated or similarly rated movies or other performances shall, for the purposes hereof, be deemed obscene. The User shall keep the Property open for operation during hours established with the approval of the City Manager ("Required Operating Hours"). The User shall further submit to the City Manager for his approval the proposed fees or range of fees and charges, which approval shall not be unreasonably withheld. Any proposed modification of the fees shall be submitted to the City Manager for his prior written approval, which approval shall not be unreasonably withheld. User shall provide a discounted fee schedule for the elderly. - 4. City Programming The City shall assign a City employee to work . with the User for the purpose of developing City -programming and a schedule for special programming as developed by the City (the "Assigned Employee"). The User reserves the right to all provide food and beverages associated with a Special Event procured by the City. For the purpose of this Agreement, "Special Events" shall mean activities at the Property which exceed the scope of the regular program activities which are conducted at the Property. In the event a dispute as to programming occurs between the Assigned Employee and User the City Manager shall have sole responsibility of resolving said disputes. The decision of the City Manager shall be fmal in this respect. User acknowledges that the City is scheduling a Cuban Festival anticipated to occur during the period of August 25 through September 3, 2000. User agrees to provide a discount to the elderly of $ .50 during the time this event is held. 5. Use Period. The Use Period shall commence on August 22, 2000 and terminate on February 21, 2001 unless sooner terminated as provided herein. N uo 829 6. Interest Conferred by this Agreement. The User agrees that this Agreement has been issued by the City to authorize the User to occupy the Property solely for the limited purpose of utilizing the Property to serve as a public cinema and cultural center, and to provide cultural, cinema -graphic and educational opportunities to City of Miami residents, organized youth groups, disadvantaged sectors of the public, organized community groups and the general public and no other purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights of the User hereunder are not those of a tenant but as a mere personal privilege to do certain acts of a temporary character and to otherwise use the Property subject to the terms of this Agreement. No leasehold interest in the Property is conferred upon the User under the provisions hereof and the User does not and shall not claim at any time any leasehold estate or ownership interest in the Property by virtue of this Agreement or, its use of the Property hereunder. Additionally, the User does not and shall. not claim at any time any interest or estate of any kind or extent whatsoever in the Property by virtue of any expenditure of funds by the User for improvements, construction, repairs, partitions or alterations to the Property which may be authorized by the City. 7. Use Fee. In consideration for this Agreement, the User agrees to pay to the City a monthly fee of $1.00 (the "Use Fee"). The parties agree that revenue from ticket sales for any Special Event in which the City is the procuring cause shall be divided 60% for the City and 40% for the user after taking into consideration the expenses of the respective parties. 8. Damage Deposit. The User shall deposit the amount of Five Hundred Dollars ($500.00) (the "Deposit") with City as guarantee for the full and faithful performance by User. The City shall retain this Deposit as guarantee for the full and faithful performance by User under the Use Agreement. If User is in violation (as provided in "Default Provision") beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Deposit for the payment of (i) any fee or other sum of money which User was obligated to pay but did not pay, (ii) any sum 3 vu 823 expended by City on User's behalf in accordance with the provisions of this Agreement, or (iii). any sum which City may expend or be required to expend as a result of User's violation. The use, application or retention of the Deposit or any portion thereof by City shall not prevent City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which City may be entitled otherwise. At any time or times when City has made any such application of all 'or any part of the Deposit, the User shall deposit the sum or sums equal to the'amounts so applied by City within ten (10) days of written notice by the City. Provided User is not in violation of this Agreement, the Deposit or balance thereof, as the case may be, shall be returned to User upon the termination of this Agreement or upon any later date after which User has vacated the Properties in the same condition or better as: existed on the commencement of the Use. Period, ordinary wear and tear excepted. Upon the return of the Deposit (or balance thereof) to the User, the City shall be completely relieved of liability -with respect to the Deposit. The User shall not be entitled to receive any interest on the Deposit. 9. Ticket Surcharge. The User agrees to pay all applicable ticket surcharges as stated in Section 53-2 of the Code of the City of Miami and Ordinance 10509 of the City of Miami, as amended. The User shall pay the City the following amounts per ticket: Ticket Price Amount of Surcharge $1.00 to $5.00 50 cents $5.01 to $15.00 75 cents $15.01 and over $1.00. The User shall pay all surcharges, as detailed above, to the City no later than the 10fl' day of each month until February 20, 2000. During the Use Period of the Agreement, the City Commission may choose, in their sole discretion, to waive the ticket surcharge for this Property and/or Agreement,. In the event the City Commission chooses to do so, the User shall receive the benefit of any waiver, effective the date the City Commission states in the enabling legislation. 4 uu 823 10. Complimentary Tickets. The User agrees that ,the City reserves the right to receive up to thirty (30) seats per month, at no cost to the City, for itself. 11. Utilities and Other Services. City shall, at its sole cost and expense, be responsible for all utilities excluding the users telephone, , keeping the exterior grounds around the cinema clean. The City shall in no respect be liable for any failure of the utility companies or governmental authorities to supply utility service to User or for any limitation of supply resulting from governmental orders or directives. User shall not claim any damages by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall the Use Agreement or any of User's obligations hereunder be affected or reduced thereby. The City shall pay for its own telephone services. The user will pay for any utilities or lines it may require its own use.' In the event any bill for services rendered in connection with the Property that the City is not responsible for is received by the City for payment, the City shall have the option of - A. Making payment on the bill and the User shall within ten (10) days of receipt of notice from the City reimburse the City, or B. Forwarding the bill to the User for payment. 12. Condition of the Property. The User accepts the Property "as is", in its present condition and state of repair and without any representation by or on behalf of the City, and agrees that the City shall, under no circumstances, be liable for any latent, patent or other defects in the Property. Throughout the Use Period, the User shall provide all. materials and labor required in order to maintain the Property in a clean and sanitary condition. The User shall maintain and return the Property to the City in the same condition, or better condition, as the Property was on the commencement of the Use Period, normal wear�and tear excepted. 5 UU 643 13. Permits. The User 'shall obtain, at its sole cost and expense, all necessary permits, including but not limited to an assembly permit from the Office of Fire Prevention and any and all permits needed for the dispensing of food and alcoholic beverages, if applicable. Fire Department manpower requirements shall be determined by the Fire Department at least 24 hours prior to event. 14. Certificate of Occupancy. On April 27,-2000 the Property received a Temporary Certificate of Occupancy (the "T.C.O.") which was extended.until October 25, 2000. This Agreement is conditioned upon the Property possessing either a T.C.O. or a. Certificate of Occupancy (the "C.O."). In the event .the Property does not receive an extension to the T.C.O. or a C.O., this Agreement shall end on the last day of the T.C.O. or any extension thereof. 15. Equipment. The City owns the equipment as detailed in Exhibit A attached hereto and made part hereof (the "City's Equipment"). The User will be permitted to use City's Equipment, however any additional equipment needed by the User for the Permitted Use must be provided at the User's sole cost and expense. The User shall provide a qualified technician to test and operate the City's Equipment.. The User shall be responsible for all damage, loss or theft to the City's Equipment. User agrees to provide any and. all security it deems necessary to protect its own equipment including insurance. The production and talent costs for any event held by the user within the Property will be the responsibility of the User, and will be paid for by the User. The City shall be responsible for such expenses for city -sponsored events. U6-) ,-4.. 16. City Services The City shall, at its sole cost, discretion, and expense, provide all maintenance, preventive maintenance and services required for use of the Property, including, but not limited to, the following maintenance, preventive maintenance and services: a) Heating, ventilation and air conditioning as required for the comfortable use and occupation of the Property; b) Water and sewage facilities; c) Electric current for normal use and lighting; d) Indoor -and outdoor lighting; e) Elevator service; f) Security & Fire alarm monitoring services; g) City's Equipment; h) Sprinklers; The User shall, promptly advise the City of any condition of the Property requiring maintenance or repair so as to prevent injury to persons and waste to the Property. 17. User's Services User, at its sole cost and expense, shall provide including but not limited to the following: a) Cleaning services for the Property; b) Grounds services including lawn, shrub and tree maintenance and removal of any rubbish or obstructions from the Property; C) Pest control services, as needed, to insure that the Property will at all time be in a clean and sanitary condition and free from vermin; d) Employ, train, pay, supervise, discharge and determine the compensation of all employees necessary for the operation of the Property; e) Purchase all supplies required for the operation of the Property, including but not limited to, office supplies, cleaning supplies, and food and beverages; . f) All marketing and advertising required for its operations except for city -sponsored events. 0U 643 18. Promotion of City. The User acknowledges the benefits afforded to it by the City providing the Property for use by the User and shall provide recognition of the City of Miami in all its marketing, advertising and promotional materials. 19. Signs. The User shall be permitted to place signs or posters related to the cinema operation on the areas designated on the exterior and interior of the . Property. The User shall not permit any signs, advertising materials or other objects to be placed or hung on any portion of the Property or allow any change or modification to the exterior or interior of the Property except with prior written approval of the Director of Asset Management, which approval may (not) be conditioned or reasonably withheld. The User must also obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the expiration or earlier termination of this Agreement, for any reason, the User shall, at its sole cost and expense, remove and dispose of all signs, advertising materials or other objects located on the Property. 20. City Access to Facility. The City and its authorized representative(s) shall have at all times access to the Property. 21. City's Right to Perform Work. The City shall have the right to enter the Property to perform any work necessary to complete all phases of construction of the Property and to conduct any work necessary to obtain all applicable permits and approvals, including but not limited to the C.O. 22. Indemnification and Hold Harmless. The User shall indemnify, hold harmless and defend the City from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during the Use Period, for any personal injury, loss of life or damage to property sustained in or on the Property, by reason of or as a result of the User's use or operations thereon, and from and against any 8 oo 823 orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. The User hereby releases the City from and against any and all actions, claims, suits, judgments and demands whatsoever in law or in equity for costs, lost profits and/or any other damages relating in any manner to the termination of this Agreement. 23. Insurance. The User, at its sole cost and expense, shall obtain and maintain in full force and effect at all times throughout the Use Period, the following insurance: A. Commercial General Liability insurance on a comprehensive general liability coverage form, or its equivalent, including contractual liability, products, liquor (if applicable) and completed operations, personal injury and Property and operations coverage's against all claims, demands or actions, bodily injury, personal injury, death or property damage occurring in the Property with such limits as may be reasonably requested by the City from time to time but not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. The City shall be named as Additional Insured on the policy or policies of insurance. The Operator shall also obtain and maintain in force for the length of the agreement a $1,000,000 Excess Umbrella type policy taking effect on top of the base $1,000,000 required. B. Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this agreement. The policy or policies of insurance shall contain such limits as may be reasonably requested by the City from time to time but not less than $1,000,000 for bodily injury and property damage. The requirements of this provision may be waived upon submission of a written statement that no automobiles are used to conduct business. 9 �� X23 C. Worker's Compensation in the form and amounts required by Florida law. D. A current Evidence of Insurance and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Office of Asset Management of the City at the commencement of the Use Period and a new Evidence and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required herein shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives, which indicates less coverage than required, does not constitute a waiver of the User's obligation to fulfill the insurance requirements herein. The City reserves the right to amend these insurance requirements by the issuance of a notice in writing to the User. The User shall provide any other insurance or security reasonably required by the City. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the City. Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2 Avenue, 9''' Floor, Miami, FL 33130 with copy to City of Miami, Office of Asset Management, 444 SW 2 Avenue, YdFloor, Miami, FL 33130. In the event the User shall fail to procure and place such insurance, the City may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by the User to the City as Additional Payments upon demand and shall in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the City. Failure to pay such amount within the time frame provided shall constitute a default of this Agreement as provided in Default Provision below. The User's failure to procure insurance shall in no way release the User from its obligations and responsibilities as provided herein. 10 00 Notwithstanding anything contained herein, in the event that the Property or any content within the Property is lost, stolen or damaged due to the negligence of the User, the User shall replace or repair the Property or the content that was is lost, stolen or damaged. 24. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by the User, its officers, agents, employees, invitees or patrons occurring in or about the Property that may be stolen, destroyed, or -in any way damaged, including, without limitation, vandalism, theft, fire, flood, steam, electricity, gas, water, rain which may leak or flow from or into any part of the Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Property or upon other portions of the Property or from other sources. The User indemnifies the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. The User further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Property, the User, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from the User's use of the Property. 25. Default Provision. In the event the City or the User shall fail to comply with each and every term and condition of the Agreement or shall fail to perform any of the terms and conditions contained herein, then the City or the User, at its sole option and in addition to all other rights and remedies available to it by law, upon written notice of thirty (30) days to User or City may cancel and 11 o� 823 terminate Agreement, and ,all payments, advances, or other compensation paid by User or City pursuant to this Agreement, shall be forthwith retained by the City. 26. Cancellation by Request of Either of the Parties Without Cause. Either party may cancel this Agreement at any time by giving ninety (90) days written notice to the non -canceling party prior to the effective date of the cancellation. 27. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal. service or by certified mail addressed to the City and the User at. the address indicated herein or.. as the same may be changed from time to time. Such notice shall be deemed given on the day_ on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: NOTICE TO THE CITY: City of Miami City Manager 3500 Pan American Drive Miami, Florida 33133 WITH A COPY TO City of Miami Office of Asset Management 444 SW 2"d Avenue, Suite 325 Miami, FL 33130 28. Per Diem Fee. NOTICE TO THE USER: 21" Century Cinemas, Inc. Attn.: Steven Krams 100 N.E. 39`" Street Miami, FL 33137 WITH A COPY TO: City of Miami City Attorney 444 SW 2°d Avenue, 9"' Floor Miami, FL 33130 In the event the User is in default of the terms of this Agreement, the City shall have all remedies available to it by law or in equity. In the event that the User fails to peacefully surrender the Property at the expiration of the Use Period or of the notice period provided in the Section of this Agreement entitled "Default Provision", after delivery of a notice of cancellation of the Agreement by the City (the "City Notice"), then the City shall, in addition to all other remedies, shall be entitled to collect from the User and the User shall pay to the City, a per diem 12 fee of One Hundred Dollars ($100.00) for each day that the User remains in the Property in violation of this Agreement (the "Per diem Fee'.'). Acceptance of the Per diem Fee by City shall, in no event, constitute a waiver of the City's rights under this Agreement and shall not prevent the City from pursuing all other remedies to which is entitled including but not limited to the right to seek injunctive relief to eject the User from the Property. 29. Severability. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful under the laws of the State of Florida or the City, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and the same may be deemed severable by the City, and in such event, the remaining terms and conditions of this Agreement shall remain unmodified and in full force and effect. 30. No Assignment or Transfer. The User cannot assign or transfer its privilege of occupancy and use granted unto it by this Agreement. 31. Nondiscrimination. The User shall not discriminate as to race, color, religion, sex, national origin, age, disability or marital status in connection with its occupancy and use of the Property and improvements thereon. 32. Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements 13 oit u 823 (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and the User entering into the subject transaction. 33. Waiver. No failure on the part of the City to enforce or insist upon performance of any of the terms of this Agreement, nor any waiver of any right hereunder by the City, unless in writing, shall be construed as a waiver of any other term or as a waiver of any future right to enforce or insist upon the performance of the same term. 34. Amendments and Modifications. No amendments or modifications to this Agreement shall be binding on either party unless in writing, signed by both parties and approved by the City Manager. The City Manager is authorized to amend or modify this Agreement as needed. 35. Court Costs and Attorney(s)' Fees. In the event it becomes necessary for the City or the User to institute legal proceedings to enforce or interpret the provisions of this Agreement, the City or the User shall pay its own attorney's fees. The City & User acknowledges that Florida law provides for mutuality of attorney's fees as a remedy in contract cases and specifically does not waive its right to collect attorney's fees from the City or User under applicable laws, including specifically, but not limited to Section 57.105, Florida Statutes. It is the express intent of the Parties hereto that in no event will the City be required to pay the User's attorney's fees and court costs for any action arising out of this Agreement. In the event that the User's waiver under this section is found to be invalid then the User agrees that the City's liability for the User's attorney's fees and court costs shall not exceed the sum of $100.00. In the event that the waiver and limitations contained herein are found to be invalid, or are otherwise not upheld, then the provisions of this Section shall become null and void and each party shall be responsible for its own attorney's fees and costs. 14 00 U� 36. Compliance with All Laws Applicable. The User accepts this Agreement and hereby acknowledges that User's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this Agreement, and the User shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida. 37. Entire Agreement. This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. This Agreement is the result of negotiations between the parties and has been typed/printed by one parry for the convenience of both parties, and the parties covenant that this Agreement shall not be construed in favor of or against either of the parties. 38. Approval By .Oversight Board The State of Florida has appointed an Emergency Financial Oversight Board (the "Oversight Board") which is empowered to review and approve all pending City of Miami contracts. As a result, contracts shall not be binding on the City until such time as they have been approved by the Oversight Board. Attestation of this Agreement by the City Clerk shall constitute evidence of approval by the Oversight Board. IN WITNESS WHEREOF, the parties hereto have individually, through their proper officials, executed this Use the day and year first herein above written. ATTEST: THE CITY OF MIAMI, A municipal corporation of the State of Florida 15 0 S 2 r►auaa.✓; r `11POPJ 4. City Cher .., 1 APPROVED AS TO FORM AND WRRECTNESS ejandro Vilarello ity Attorney - • City Manager APPROVED AS TO INSU All I 1r, I A Mario Soldevilla Risk Management ATTE 21" Century em By: By: Print Name & Title Print Name & Title STATE OF FLORIDA ) COUNTY OF DADE ) The foregoing instrument was acknowledged before me this � S day of 4�-(- 4A �- u , bye,, 21s` Century Cinemas Inc., a Corporation of the State of Florida, on behalf of the corporation. He/she is personally known to me or has produced as identification and who did (did not) take an oath. Notary Public Signature Print 6-90 MINNA KRA* " ' �9A�MI661A Com ATO. EXPIRES: Ma;. iCcC� ,y.� ;•' 6ondadThrallotMP.-.,..,,.:...sn 00 S23 L CORPORATE RESOLUTION WHEREAS, the 21't Century Cinemas, Inc. desires to enter into a Use Agreement with the City of Miami for the use of the Tower Theater, located at 1508 SW 8'' Street, Miami, Florida; and WHEREAS, the Board of Directors has examined the terms, conditions and obligations of the -attached Use Agreement with the City of Miami; and WHEREAS, the Board of Directors at duly held corporate meeting has considered the matter in accordance with the by laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF 21't Century Cinemas, Inc. that the President and Secretary are hereby authorized to enter into a Use Agreement in the name of 21't Century Cinemas, Inc. and behalf of this corporation, with the City of Miami, under the terms, conditions and obligations contained in the attached Use Agreement. t^S IN WITNESS WHEREOF, this day of Alv3 ( 2000. ATTEST: Corporate Secretary Print Name 21 Cent r y Cinem mc �1 .Z6 - President sfeL/ en (<11 ✓'a VMS Print Name 60 823 AUG- 24-00 THU 04:52 FM hHX NU, r r, uel u4 WE Dag fmmicolm CERTIFICATE OF INSURANCE 625189 I - 0 - 8/24/00 _f1A_0_0_U_CE_n S CERTIRCATE IS ISSUSD AS A MATTER OF INFORMATION K IR K Insurance Group, Inc. Y AND COWERS 140 Ria 0S UPON THE CERTIFCVE 1712 Magnavox Way *tZLVEFL THIS CEMVCATe DOGS NOT AMENCL EXTEND OR P-0. Box 2338 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Fort Wayne, In 46801 COMPANIES AFFORDING COVERAGE WSUAW 21ST CENTURY CINUM AS TIG INSURANCE COMPANY D/B/A TOWER THEATER 100 NORTHEAST 39TH STREET COMPANY LETTER MIAMI, FL 33137 COMPANY LETTFR C COVERAGES THIS IS t10 CERTIFY TMUIT THE ciesorINSURANCE UST10 t1ELOW NAVE Stinal ISSUED INSURED NAMED AaOVE FOR THE POLICY PEP1100 IN- DICATED. NOrWITHSMINDING ANY RMUIREMW. TERM ancomamoN OF Amy commm osOTHER omUmmmrMAESPECT TO WHICH THIS CERTIFICATE MAY BE I65LIE00A MAY PERTAIN. THE INSURANCE ArFORM SYTH; POL(C11:9 01MCAMeD MFIN IS SUR.I=10ALLrWETERMS, EXCLUSIONS AND com- TIOMS OF SUCH POLICIES UNITS SHOWN MAY NAME BEEN ReDLICED BY PAID CLANAS CO. LIR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECME DATE WkMi001YYj POLICY EXPFmm 0ATF_kUM1DD)YV) 1 LIMITS (in thnaAanft) rjermal Ll"ty General AWwls S NONE Products -Co my/001 Amnab S 2000 A Mc4mmumai aallail Liallifity 0 ClaOs Made ®Occur. 77 3803834000 12:01AM 8/24/00 12:01AK 8/24/01 Pswtw III myetim No -Di S 1000 Each Occunence 5 1000 Owner's & Commmm Rm. s 300 medicw EwmeLAM'one Penon I s NONE Pvtacioml Lza3l Liability Is N/A A ❑Any a uko 0 All awmed AUT03 [3SChoufed autos, 12Hired aukx; Non -owned SUBW T7 3803834000 12: 01AM 8/24/00 12: OIA14 8/24/01 Uwe s 1000 rn a arson BodM toe% sme" Drsamoe Liewmy 0 pmowly owl" A 0 Excesa Liability ®other mon urntwou, Corm KLB0003803834300 12:01AM 8/24/00 12 -, 01AM 8/24/01 Each 00mrmnon 10000 Awteg"m $1000 Statutorf Wafkaw Carnputs4tion and EmploVe' L"IlRy Each Accident S umease.-Poky Lima Mease-Escis Em AD&D Primas y Medical a PerNolpset Exceas Medical S Acciderif IfftekIndwnnity S X ty QCSCFAPTICN Of OPERATIC09/1600VIONSiVE mPGLEsJAEmrWn0F91SPmt'kAITEMS CERTIFICATE HOLDER IS AN ADDITIONAL INSURED CERTIFICATE HOkaR CANCELLATION SHOULD ANY OF TILE ABOVE, DESCRIBED POLICIES RE CANCIELLIED HEFORE THE EXPIRATION DAZE THEP6QF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 GAYS CITY OF MIAMI WRIrrEN NanCE70 THE CERTIFICATE HOLDER NAMED MTHE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIG;Cr)C)N OR LIABILITY OF ANY KIND UPON TME COMPANY, ITS AGENTS OR REPAq8NIAmEs. AW7)#(*i1yFn REP pIVE SL 3S f I -SO C" S,23 ,!UG -28-2000' 11:00 _&NTL CINEMA 8 MAGNA -TECH Ap-wP,. CERTIF E OF LIABILITY INS 305 573 8101 P.02,22 C qxrmak1 OATC Jv"wrr) 08/2®.o0 PRoouclR ICA A INFO ONLY AND COIiFM5 NO RIGHTS UPON THE CEATI'ICAT9 MDitRYS 6 RBYNCLDS II�TS MOLDER TMS CER11FICATS 0068 NOT AMCND, EXTEND OR 9929 S.W. 149 STPZXT 0207 ALTER THE OOYM(MAFFORDED aYTHE P000IES WLOW. MT_AMI 1% 33116-0000 COMPAINIF5 AFFORDING COVERAQq_ RObart D. Raynolds COMPANY A Coup Options Insurance Company oN., 305-23A_1Q� IHtURfia OOMPAWV Intornational Cinema Equipment B Company Inc. and 21st Contusy Cinemas COMPANY Mr. Steven Kcass C 100 North East 39 Stmet COMPANY ! Miami FL 33137 p i COVERAGES Tlas Is TO GIR7WT THAT rPW POUCTE$ o► gdWWNCe USTM RV.OW HAY! SCEN ISIM TD THE INNRFO NANW Aa4M FOOL TNS POUCY PEWO INCICAT80, NOTPONSTANDDIF ANY REQIRE MM. TRIS OI100N0 FAN OF AW CONTMCT VR OTW 000 MINT WITII RE8! W TO WHOM THIS CiATIMATU MAY SK Slum CA NAY /aRTAIK THE RISU VMCIE APPORD90 OT YHR f UCMS CFVCMCD HERON IS SUMOT TO ALL THE TaRNs, EXCLUSIONS AND CONDITIOMS OF $I= PONCE LIMITS aNOMRI MAY BAYS Slaty REDUCED BY PAIO CLAIMS. iTOR !, TY►fi OR nsultANCe Pe�Tcr NIIMMER wn IIM FMS OATS OMM POLICY IOLATOON I11MM) LgAITS G_ENSAAIUAMUlY GQNLRALAWREGATE f COMMQRCW GeM81lAL LIAGVTY PROOVM • COMMOP Aam i , C6AIN6 MADE D omit PURIONAL i ADV NLAIRY f TACH OCG11gpENC! { OWNfiR'S t CONTRACi+pR'S PRCT HPtEDAs�ACTeIAIlyoepts�) S _,— .__��, .. � NED EXF (Any aw"Rw) S AUTOMOOLE UA811-r Y COuegi® SINGLY UMtT I ANY ALTO ALL OWNED AUTOS DOMY IN.NIRY SCMCOULED AUTOS (Por o.MM'•n) : MATO AUTOS Romy INJURY NON+OWNEO AUTOS iPar PROPGRTY 9AIIAGE S �A R/1011 LI A01LITY A UTO ONLY - EA AOCIDENT AW AUTO OTHER THAN AUTO ONLY. {+ _ PACHAC=&,IT S . AOGANATE S t eLcM L"ILFTY EACHOOCIM = s I UMORELLA FORM AOGREGhTO >< I rl OTNVA T:L.r UnDReLLA IC40 WORKERS COMA Et M AMCI4 AND XuTv SUPLO QRS' LIACILITY ER I ELPAC" ACCIDW 1500.000 p► ITNEPROPRA"M PARYNERT16XWUTIV6 j..:jWC4 XV921UB2O3a080300 05/21/00 05/21/01 _ ELoroEASE•roLlcruMrT T 500,000 OFFICaas AAs: X OML EL WMASE . SA IMPLOYee 15F6,000 OTHER I IRE: Movie %%eg ter I 1508 aQut I est 9th StreOt: Miasi , n 33135 CERTIFICATE HOIOER CANCELLATION CITYMIA MOULD ANY OF TH8 ABOVE DfiCCbOED POLCWS OF CA&4LFLI.QD OEFORE THE City tmost oTof kt Of EXPIRATION DATA THIRM THU "VING COMPANY WILL INDEAVOR TO MAIL 9th Floor Doparf Aida itarLageTaaalr 12_dAY3 WRRTEN NOTICE TO THE CMIPICATE HOLOGR NAMW TO TME LEP. 444 South West 2 Avanuo PAILURS TO MAIL SUCH NonCv SHALL IL4004E NO 000GATION 04 LIABILITY Miami FL 33130 ANYKINOUPONTHi�Q�I1PANY�gg0EgT90RitiPRH9QNTATh/l$. ACORO 24.6 (1199) T t8 " ACOQ COR RATION 1988 TOTAL P.02 CONTRACT REVIEW AND ANALYSIS FORM ATTACH SUPPORTING DOCUMENT.$ . DEPARTMENT/DIVISION: OFFICE OF ASSET MANAGEMENT, 36 CONTACT PERSON/CONTACT NUMBER: LAURA BILLBEOW, 416 i-452"' CONTRACTING ENTITY: 21St Century Cinemas, Inc. RESOLUTION NUMBER: To be ratified by CC BID/PROJECT NUMBER: n/a BUDGETARY INFORMATION: Are funds budgeted? X YES NO If yes, TOTAL DOLLAR AMOUNT: Est $15,000 X EXPENSE ❑ REVENUE SOURCE OF FUNDS: ACCOUNT CODE(S) If grant funded, is there a City match requirement? Ej YES ❑ NO AMOUNT: Are matching funds Budgeted? ❑ YES ❑ NO Account Code(s): TERMS OF CONTRACT: Effective Date: August 11, 2000 Escalating Clause, if any: n/a Contract`Period (s): six months Penalties, (if any), for termination: n/a Payment terms: upon completion of work If grant funded, list restrictions/requirements, if applicable: SUMMARY/DESCRIPTION OF CONTRACT OR AGREEMENT Is this an extension? ❑ YES X NO If YES, actual expenditures in previous contract Year: Temporary operation and management of Tower Theater JUSTIFICATION FOR CONTRACT OR AGREEMENT (Include why it is needed, consequences if not authorized or approved and time constraints, if any.) See attached memorandum METHOD OF PURCHASE (If applicable) ❑ Telephone quotes ❑ Single Purchase ❑ Written quotes X Short -Term Contract ❑ Negotiated Purchase ❑ Term of Contract ❑ Sole Source (include documentation) ❑ Lease (Type: ) ❑ Bid Waiver (include documentation) ❑ Other ❑ Formal Bid/Proposal (include bid tabulation/proposal ranking) PREVIOUS AWARDS OF BIDS (IF APPLICABLE) From most recent: 1) DIRECTOR or DESIGNEE: Date: (.� f1 a D Approval to use CIP Funds: _ Date: s e i 2 h OVERSIGHT BOARD APPROVAL Date: V 010 81413 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM ro : The Honorable Mayor and Members DATE: FILE of the City Commission SUBJECT : Temporary Use Agreement between the City of Miami & 21s' Century Cinemas, Inc. FROM: Carlos A. Glmenez REFERENCES: City Manager ENCLOSURES: RECOMMENDATION: The administration recommends. that the Miami City Commission approve the attached Resolution ratifying the action of the City Manager in executing a Use Agreement (the "Agreement") with 21St Century Cinemas, Inc. (the "User"), for the use of the Tower Theater located at 1508 SW 8th Street, Miami, Florida, on an interim basis, while the City takes the necessary steps to procure an operator on a long term basis. BACKGROUND Pursuant to the City Code, the City issued a Request for Proposals (the "RFP") for the management of the Property in which three proposals were received by the City. Following a review of the proposals by an evaluation committee, the then City Manager recommended to the City Commission the proposal of Jaime Angulo and Cesar Soto. Resolution No. 99-388 accepted the City Manager's recommendation and directed the City Manager to negotiate an agreement and to present the negotiated agreement to the City Commission for approval. On July 8, 1999 Jaime Angulo and Cesar R. Soto incorporated their corporation named Tower Art Center at Latin Quarter, Inc. ("Tower Art Center"). Since execution of the Management Agreement was not complete in time for the staging of the Miami Hispanic Film Festival, the City Commission authorized the City to enter into a temporary use agreement with Tower Art Center for the period of April 28 through May 7, 2000 in order to stage this event. This temporary use agreement was subsequently extended through August 7, 2000. On or about August 4, 2000, the Operator indicated that only one of the partners would continue in this venture. After consulting with the Law Department, we were advised the City has the following options: 1) reject Tower Art Center's bid and proceed to the second bidder; 2) reject all bids and rebid; or 3) reject all bids and proceed to competitive negotiations. Based on our discussion with Tower Art Center, we were negotiating their continued operation while the City undertook other actions to find a long-term operator for the theater. The Tower Arts Center 00 823 Honorable Mayor and Members of the City Commission Page 2 advised us they were, no longer interested in operating the theater even on a short-term basis. Consequently, the City contacted the following individuals for the purpose of negotiating an interim use of the theater while the City determines which of the above options is in the City's best interest: a) Mr. Santiago Hernandez, South Florida Cinema Corporation (the second bidder); b) Mr. Nelson Gayton; an individual; and c) Mr. Steven Krams, 21St Century Cinemas, Inc. Mr. Hernandez was unwilling to operate the theater on an interim basis but would be willing to discuss operating the theater under a long-term management agreement pursuant to the RFP. After reviewing the proposals of Mr. Gayton and Mr. Krams, we believe the proposal from Mr. Krams provided the most efficient means for the City to continue operating the theater on an interim basis. Highlights of the Agreement: Term Commencing August 22, 2000 and expiring February 21, 2001 Fee to the City $1.00/month Insurance User is responsible to provide general liability insurance of 1,000,000/per occurrence combined single limit for body injury and property damage. Excess Umbrella of a $1,000,000. Automobile liability with a limit not less than $1,000,000 combined single limit for body injury and property damage. Worker's Compensation in the forms and amounts required by the Florida Law. City Responsibilities City, at its sole cost, shall provide the following services: a) HVAC; b) Water and sewage facilities; c) Electric current; d) Indoor and outdoor lighting; e) Elevator service; f) Fire alarm monitoring services. (Estimated cost is $2,500/month) Maintenance Responsibilities City, at its sole cost, shall maintain in good order and repaired all major building systems including the HVAC, theater equipment, plumbing, alarms, concession and sprinklers. 00 823 Honorable Mayor and Members of the City Commission Page 3 User Responsibilities The User, at its sole cost, shall provide the following services: a) All personnel required to operate the Property; b) All marketing required for the Property; c) Cleaning and janitorial services for the Property seven (7) days a week; - d) Grounds services including lawn, shrub and tree maintenance and removal of any rubbish or obstruction from the Property; e) Vermin and pest control, as necessary, but 'no less than once every sixty (60) days; f) Garbage and trash disposal as required. Termination Without Cause Either party may terminate the agreement, without cause, upon providing not less than 90 days notice. Termination With Cause The City may terminate the agreement, with cause, upon providing not less than 30 days notice. Ticket Surcharge The User shall pay all ticket surcharge unless the City Commission chooses at their sole discretion to waive the ticket surcharge for this Property. In the event City Commission chooses to do so, the User shall receive the benefit of any waiver effective the date the City Commission states in the enabling legislation. CAG:GY.LB:eb: Mayor CC �Jse Agreement 21° Century �J CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO The Honorable Mayor and Members DATE: of the City Commission FROM: C A. Gimenez City Manager RECOMMENDATION: 0 18 SER 1 2 2000 FILE: SUBJECT: Temporary Use Agreement between the City of Miami & 21 st Century Cinemas, Inc. REFERENCES: ENCLOSURES: The administration recommends that the Miami City Commission approve the attached Resolution ratifying the action of the City Manager in executing a Use Agreement (the "Agreement") with 21" Century Cinemas, Inc. (the "User"), for the use of the Tower Theater located at. 1508 SW 8th Street, Miami, Florida, on an interim basis, while the City takes the necessary steps to procure an operator on a long term basis. BACKGROUND Pursuant to the City Code, the City issued a Request for Proposals (the "RFP") for the management of the Property in which three proposals were received by the City. Following a review of the proposals by an evaluation committee, the then City Manager recommended to the City Commission the proposal of Jaime Angulo and Cesar�Soto. Resolution No. 99-388 accepted the City Manager's recommendation and directed the City Manager to negotiate an agreement and to present the negotiated agreement to the City Commission for approval. On July 8, 1999 Jaime Angulo and Cesar R. Soto incorporated their corporation named Tower Art Center at Latin Quarter, Inc. ("Tower Art Center"). Since execution of the Management Agreement was not complete in time for the staging of the Miami Hispanic Film Festival, the City Commission authorized the City to enter into a temporary use agreement with Tower Art Center for the period of April 28 through May 7, 2000 in order to stage this event. This temporary use agreement was subsequently extended through August 7, 2000. On or about August 4, 2000, the Operator indicated that only one of the partners would continue in this venture. After consulting with the Law Department, we were advised the City has the following options: 1) reject Tower Art Center's bid and proceed to the second bidder; 2) reject all bids and rebid; or 3) reject all bids and proceed to competitive negotiations. Based on our discussion with Tower Art Center, we were negotiating their continued operation while the City undertook other actions to find a long-term operator for the theater. The Tower Arts Center LJ Honorable Mayor and Members of the City Commission Page 2 advised us. they were no longer interested in operating the theater even on a short-term basis Consequently, the City contacted the following individuals for the purpose of negotiating an interim use of the theater while the City determines which of the above options is in the City's best interest: a) Mr. Santiago Hernandez, South Florida Cinema Corporation (the second bidder); b) Mr. Nelson Gayton, an individual; and c) Mr. Steven Krams; 21St Century Cinemas;, Inc. Mr.' Hernandez was unwilling to operate the theater on an interim basis but would be willing to discuss operating the theater under a long-term management agreement pursuant to the RFP. After reviewing the proposals of Mr. Gayton and Mr. Krams, we believe the proposal from Mr. Krams provided the most efficient. means for the City to continue operating the #heater on an interim basis. Highlights of the Agreement: Term Fee to the City Insurance City Responsibilities : Maintenance Responsibilities Commencing August 22, 2000 and expiring February 21, 2001 $1.00/month User is responsible to provide general liability insurance of 1,000,000/per occurrence combined single limit for body injury and property damage.. Excess Umbrella of a $1,000,000. Automobile liability with a limit not less than $1,000,000 combined single limit for body injury and property damage. Worker's Compensation in the forms and amounts required by the Florida Law. City, at its sole cost, shall provide the following services: a) HVAC;, b) Water and sewage facilities; c) Electric current; d) Indoor and outdoor lighting; e) Elevator service; f) Fire alarm monitoring services. (Estimated cost is $2,500/month). City, at its sole cost, shall maintain in good order and repaired all major building systems ,including the HVAC, theater equipment, plumbing, alarms, concession and sprinklers - 04 823 0 Honorable Mayor and Members of the City Commission Page 3 User Responsibilities The User, at its sole cost, shall provide the following services: a) All personnel required to operate the Property; b) All marketing required for the Property; c) Cleaning and janitorial services for the Property seven (7) days a week; d) Grounds services including lawn, shrub and tree maintenance and removal of any rubbish or obstruction from the Property; e) Vermin and pest control, as necessary, but no less than once every sixty (60) days; f) Garbage and trash disposal as required. Termination Without Cause Either parry may terminate the agreement, without cause, upon providing not less than 90 days notice. Termination With Cause The City may terminate the agreement, with cause, upon providing not less than 30 days notice. Ticket Surcharge The User shall pay all ticket surcharge unless the City Commission chooses at their sole discretion to waive the ticket surcharge for this Property. In the event City Commission chooses to do so, the User shall receive the benefit of any waiver effective the date the City Commission states in the enabling legislation. CAG:Gk.B:eb: Mayor CC -Use Agreement 21° Century J-99-336 5/14/99 RESOLUTION NO. S 9 3 J S. A RESOLUTION OF THE MIAMI CITY COMMISSION; WITH ATTACHMENT(S), APPROVING THE CITY MANAGER'S RECOMMENDATION TO ACCEPT THE PROPOSAL RECEIVED FROM JADS S. ANGUZO AND CESAR R. SO70 AS BEING THE MOST QUALIFIED TO PROVIDE PROFESSIONAL MANAGEMENT SERVICES FOR THE CITY -OWNED TOWER THEATER; AUTHORIZING THE CITY MANAGER TO NEGOTIATE WITH JAIME S. ANG 0 AND CESAR R. SOTO; AND DIRECTING THE CITY . MANGER TO PRESENT THE NEGOTIATED AGR88M8NT, IN A FORM ACCEPTABLE TO THE CITY ATTOltlW, TO THE CITY 'COMMISSION FOR RATIFICATION AND APPROVAL. WHEREAS, the City of Miami pursuant to the City Code of the City of Miami, issued a Request for Proposals (RPP) on February 9, 1999 for the management of the City -owned Tower Theater; and WHEREAS, in response to the Request For Proposals, three proposals were received; and WHEREAS, an Evaluation Committee, appointed by the City Manager, to evaluate the qualifications and related information provided by the three proposers, finds that the proposal of Jaime S. Angulo and Cesar R. Soto is the highest ranked and most CITY JUN 0 1999 ROWddU04 MIL d®-- 823 000S. 44_ � qualified proposal to provide the' required" professional services; and WHEREAS, the City 'Manager, taking into consideration the findings of the Evaluation`Committee, recommends the proposal of Jaime S. Angulo and Cesar R. Soto be accepted; and WHERFAS, the City Manager; has transmitted to the City Commission his recommendation and has included herein the Evaluation Report from- the -aforementioned Evaluation Committee; and WHEREAS, the above actions and evaluation procedures have been, performed in accordance with applicable City Charter and Code.provisions; and WHEREAS, notwithstanding the ranking of any of the. 'proposers,. the City Commission has the discretion to eliminate any recommended proposer for.. any reason regardless of ranking; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF. THE CITY, OF MIAMI, FLORIDA: Section I. 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. Sect -ion 2. The Miami City Commission hereby.approves the City Manager's recommendation to accept, based on the findings of the Evaluation Committee for the Professional Management of the_ Tower Theater, the proposal received from Jaime S. Angulo 'and Cesar R. Soto, as being the most .qualified to, provide the professional management services fo=,the Tower Theater, subject ao- U3 to satisfaction, in the sole discretion of the City, of the following conditions not later than July 15,-1999: a. Incorporation, pursuant to applicable laws, of the entity that will serve as the operator of the Tower Theater; b. Incorporation, pursuant to applicable laws, of a non-profit corporation to serve as a fund raising entity for the Tower Theater; c. Submission of the following to. the City: (i) Operating plan, including operating budget and projected financial return to the City; (ii) Financing plan; (iii) Financial strategy; (iv) Such other documents as may be requested by the.City. Section 3. The City Manager is hereby authorized"' to negotiate an agreement, in a form acceptable to the City Attorney, with Jaime S. Angulo and Cesar R. Soto, f or the management of the Tower Theater, taking into consideration the suggestions in the Evaluation Committee Report attached hereto and made a part hereof. Section 4. In the event that the City Manager cannot negotiate an agreement which, in the opinion of the City Manager, is fair, competitive and reasonable with the first ranked proposed, the City Manager is hereby authorized to 'terminate such 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. 3 _ negotiation and to proceed to. negotiate with the second most qualified proposer (s) . In the event that -city Manager fails to I negotiate a satisfactory agreement with the' second proposer (s) then City. Manager'- is authorized to undertake negotiations with the third moat.qualified proposer(s). .Section. S.' The City Manager is hereby directed to present the negotiated management agreement to the City Commission At its earliest scheduled meeting for its ratification and approval. Section 6. This Resolution shall become effective immediately upon its - adoption and signature of the Mayor Y PASSED AND ADOPTED this 8t:h day of June 1999. JOE CAROLLO, MAYOR In acROndmwe wVh A i'Code Sec. 2-36, aMWOrCd not kxgcft #WovW of tft bgbWm by stft 6 In the d Phft motive w Fwd. Saki n becomes fth the ejapee of stn (1 p) tlta die of re8uft sarne, w!it W the Mafm< exer b a ) 7 l �n at' ATTEST: ® � b=—� r J. F s-rt.^.ity Ole►1c WALTER J. FOEMAN CITY CLERK APPROVED AS FORM ANe__ CORRECTNESS t 7:379R'CL TTORNEY 3� It: the Mayor does not sign this Resolution, it shall become effective at the and of ten calendar days from the date it was. 2passed andadopted. If the Mayor vetoes. this Resolution, it shall become effective immediately upon. override of the veto by the City Commission. 00- 823 - 4 - .�► (c �'.' e e.