The URL can be used to link to this page

Home My WebLink AboutR-99-0273h LIM J-99-385 4/14/99 1?F:.VnT.T"TnN Nn 9 9 - 273 A RESOLUTION RATIFYING, APPROVING AND CONFIRMING THE CITY MANAGER'S ACTION IN EXECUTING AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT, IN THE ATTACHED FORM, WITH LATIN AMERICAN GOURMET RESTAURANT, INC. ("MANAGEMENT") WHICH PROVIDES FOR: 1) REINSTATEMENT OF THE MANAGEMENT\ AGREEMENT, DATED MAY 29, 1992, AS AMENDED (THE "AMENDED AGREEMENT"); 2) AN EXTENSION OF TIME -FOR THE OPENING OF THE CONCESSION AREA AT PAUL WALKER PARK, LOCATED AT 46 W. FLAGLER STREET, TO JUNE 30, 1999; 3) THE CITY RETAINING THE $100,000 PROCEEDS RECEIVED UNDER THE LETTER OF CREDIT ON DECEMBER 2, 1998 UNTIL THE COMPLETION OF THE CONSTRUCTION OF THE CONCESSION AREA; 4) IN THE EVENT THE CONCESSION AREA IS OPEN FOR BUSINESS ON OR BEFORE DUNE 30, 1999, $50,000 WILL BE RETURNED TO MANAGEMENT; 5) IN THE EVENT THE CONSTRUCTION IS NOT COMPLETED AND THE CONCESSION AREA IS NOT OPEN FOR BUSINESS ON OR BEFORE JUNE 30, 1999; THE CITY SHALL RETAIN THE ENTIRE $100,000 AND ALL INTEREST ACCRUED WITH THE REMAINING $50,000 PLUS INTEREST TO BE DEPOSITED IN THE UNANTICIPATED REVENUE ACCOUNT. WHEREAS, on May 29, 1992, a Management Agreement was executed between the City of Miami and Latin American Gourmet Restaurant, Inc., ("Management") for the management, operation and maintenance of the park concession area at Paul Walker Park; and WHEREAS, pursuant to Resolution 98-434, adopted ATTACHMENT (3) tONTA3MID CITY COIVIIMISSION MEETING OF APR 2 7 1999 RevWudan No. 9 9 - 273 E April 28, 1998, the City Commission granted Management an extension of the previously set date for opening the park concession area from May 25, 1998 to November 25, 1998, and also required Management to provide the City a Letter of Credit for $100,000, payable to the City of Miami if Management fails to complete construction of the improvements on or before November 25, 1998; and WHEREAS, Management failed to complete construction of these improvements on or before November 25, 199B; and WHEREAS, on December 2, 1998 the City collected the amount of $100,000 under the letter of credit ("Collected Amount"); and WHEREAS, pursuant to Resolution 98-1226, adopted December 8, 1998, the City Commission granted Management an extension of the previously set date for opening the park concession area from November 25, 1998 to April 1, 1999; and WHEREAS, Amendment No. 2 to Management Agreement, dated January 19, 1999 ("Amendment No. 211), states that if Management opened the concession area for business by April 1, 1999, Management shall be entitled to a refund of up to $80,000 of the Collected Amount; and WHEREAS, Amendment No. 2 states that if Management fails to open the concession area for business by April 1, 1999, the Agreement shall automatically terminate without any further - 2 - 1W 9 9 - 273 7, %I, action by the City; and WHEREAS, Management failed to open for business by April 1, 1999; and WHEREAS, as of April 1, 1999, Management had been diligently pursing the completion of construction at the Property; and WHEREAS, in order to avoid additional delays in the completion of the project, the City Manager executed Amendment No. 3; and WHEREAS, the City Commission deems it in the best interest to ratify the action of the City Manager which reinstates and amends the Agreement with Management as provided herein; 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's execution of Amendment No. 3 to Management Agreement with Management, in the attached form, providing for; 1) the reinstatement of the Management Agreement, dated May 29, 1992, as amended; 2) an extension of time for the opening of the concession area at Paul Walker Park, - 3 - 99- 2'73 n- located at 46 W. Flagler Street, to June 30, 1999; 3) the City's retention of the Collected Amount until the completion of the construction and the issuance of a certificate of occupancy; 4) the Management's entitlement of up to $50,000 of the Collected Amount in the event the concession area is open for business on or before June 30, 1999, with the remaining $50,000, plus all interest accrued, to be retained by the City; and 5) the City retention of the Collected Amount and all interest accrued in the event the construction is not completed and the concession area is not open for business on or before June 30, 1999 is hereby ratifiedll, approved and confirmed. Section 3. Any funds received as a result of this agreement shall be deposited in the unanticipated revenue account. Section 4. This Resolution shall become effective l� The herein ratification 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. 4 _ 99- 273 immediately upon its adoption and signature of the Mayor.2.j PASSED AND ADOPTED this 27th day of April _, 1999. JOB CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not Indicate approv.-1 of this legislation by signing it in the designated place provided, said legislation no:/ becomes effective with the elapse of ten (10) days fryfn the date of Com ' sicr, action regarding same, without the Mayor xe is! a ATTEST: Wa a an, City Clerk WALTER J. FOEMAN CITY CLERK APPROVE SAS CO FOW# D CORRECTNESS / 1:RCL 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. - 5 - 99_ 2'73 0 M CITY OF MIAMI. FLORIDA INTEROFFICE MEMORANDUM TO Donald H. Warshaw DATE: April 2, 1999 FILE ; City Manager SUBJECT: Latin American Gourmet A,=&z ltcstaurant, Inc. -Amendment No 3 FROM: .aura Bill4-.Cy—ber` REFERENCES Office of Asset Management ENcLosuREs: Latin American : Gontmet R � .Inc raid the City.'°►t t ry'• bays eacectrted " 1'1iil6i1VI Ri18 an flee sty of � yid . American C3oeiimwst I1 ivant, Inc. for of 46 West Ragl*r Stred a a:' Paul Walker Park. This A mwdment is now re idy for your execution. The City Attorney has advised us that the cornct manner in which to proceed is for you to execute this Amendment then submit it to the City Commission for their ratification.. Once ratified, this Amendment will go before the Oversight Board for their approval. ' Should you have any questions please contact me at extension 1452. DB:LB:af Amendment 3 .doc 9 9 - 273 1. Amendmeat Number 3 to Manpment Agreement Between the City of NWwd and Lads American Gourmet Restaurant, Inc. This Third Amendment to Management Agreement is entered into this day of .1999, by ad between the City of Miami, a municipal corporation of the dWe of Florida (the "CIVI and Latin American Gourmet Restaurant, Inc., a Florida for profit corporation (the "Mknagente in. " Rmolution No.-91-936 paired the �►"� z,,, �:" Caioai'cn tubber 3,,1991 'the' ? . �;:a�`'�S'v` .:•. .. a.. .�%�ar rtd►. 1,.:r- •'t=•.y. J�1LWS .'• " dded May 29,1992 ae aamded ca' 13,1998rthe « ��sw with Mansammag which provided for the uaaaa®ansent, operation and mainbanaoce of the park concession area at Paul Walker Panic located at 46 west Flagler street, Florida; and Whereas, in accordance with the Amendment, the Agreement was ' to automatically terminate if the Management did not open for business by November 25, 1999; and Whereas, on December 8, 1998, the City Commission, by Resolution 98-1226 deemed that an extension was in the City's best interest and thereby reinstated the Agreement, as amended, between the City and Management by the execution of a Second Amendment to the Agreement ("Amendment No. 2'j; Whereas, in accordance with the Amendment No 2, the Agreement was to automatically terminate if the Management did not open for business by April 1, 1999; and Whereas, the Management has requested an extension for the opening date of their business; 99- 273 Now Vwrefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ;1. The Agreement, as amended by the Amendment and Amendment No 2 (the "Amended Agreement'), is hereby reinstated. 2. Section ('v) of the A w n*d AOwmvv !,r hereby deleted !n ter and entirety nsP ;; a *4th*M*fbUorhw.; 3. Conewidon Oaerntioms . "The Management hereby agrees that the park concession am abed be ops,, for business by June 30, 1999. Thereafter, Management shall operate the park concession area continuously and imintcm4itodly on the aforementioned days during the hour`s required during the entire tetm of this Agreement with due diligence and efficiency, ao as to enhance the appearance of the puL NotwlthsuiIIding anything to the contdary, including any provisions set forth in Section 34 of this Agreement pertaining to notice, if Management fails to open the concession area for business by June 30, 1999, this Agreement shall automatically teaminate without any further action by the City, and Management shall, within fifteen (15) days thereo& remove all its personal property from the Area and peacefully surrender possession of the same to the City. The City will retain the $100,000.00 proceeds received on December 2, 1998, under Letter of Credit No. 98-003 issued by First Western Bank, until the completion of the construction. If the construction is completed on or before June 30, 1999, the Management will be entitled to a refund of $50,000.00 from said proceeds. The City will retain $50,000.00 plus all interest accrued. The Management will not be entitled to any of the interest accrued. In the event the construction is not completed by June 30, 1999, the City will retain the entire $100,000.00 plus all interest accrued and Management will release any and all claims to the $100,000.00 and all interest accrued." 2 99- 273 SYSTEMS, 11VC. - SOUTHEAMT 6954 N.W. 12 STREET, MIAMI, FLORIDA 33126 305-477-9149 •800-287-4799 • FAX 305-477-7526 a photocopy FC 017 1w BXOW a +FedSwUY P%MdW herein- eV of the lamas and provWons of the Am=dW ASmmeW m maln is elfct. Leon Amaicaa Gourmet ResEµtrant, [ Inc. •,,''; •' ` : , J ' ��D N®!O. Name: Lazm Aft.- � capome Qom+ Ptmidamt a '. Wahw L Fbewsi .:; atY Clerk. - APPROVED A ` - Donald IL Warshaw e+ry ems.' •Y D 3 9 9 — 273 to,- c•- h- 1 r CORPORATE RESOLUTION THE UNDERSIGNED Directors and Officers of LATIN AMERICAN GOURMET RESTAURANT, INC., a Florida corporation (hereinafter "Corporation'), do hereby certify that the following is a true and correct copy of a resolution duly and unanimously adopted by the directors of LATIN AMERICAN GOURMET RESTAURANT, INC. at a duly called meeting of the directors held on April 1,1999, at which a quorum of directors were present and voting throughout. BE IT RESOLVED that the Corporation be and it is hereby authorized to execute Amendment Number 3 to the Management Agreement between the City of Miami and Latin American Gourmet Restaurant, Inc. dated May 29,1992. BE IT FURTHER RESOLVED that LAZARO ALBO, President, or any other officer, of the Corporation, on behalf of the Corporation, be and is hereby authorized and directed to execute and deliver on behalf of this Corporation the above -referenced Amendment Number 3 and any and all documents as may be necessary to carry out the terms contained therein, all of which shall contain such terms and conditions as said officer of this Corporation shall determine to be in the best interest of this Corporation with the signature of spud officer to be conclusive evidence of such detennination and of the authority of said officer to execute and deliver same. THE UNDERSIGNED OFFICER FURTHER CERTIFIES that the foregoing directors' resolution was duly and regularly enacted at a meeting of the board of directors called for that purpose and held in accordance with the articles of incorporation and by-laws of the Corporation and the laws of the State of Florida; that the directors of Corporation have full power and authority to bind the Corporation pursuant thereto; and that the resolution is in full force and effect as of the date of this Certificate and has not been altered, modified or rescinded. IN WITNESS WHEREOF, I have affixed my name in my capacity as the officer of the Corporation and have set forth belo. SKy signature, and I have affixed the corporate seal of the Corporation to this certificate this day of April, 1999. Lazaro Albo, President, Sec etary & Director LATIN AMERICAN GOURMET RESTAURANT, INC. (CORPORATE SEAL) 99- 273 STATE OF FLORIDA COUNTY OF MIAMI-DADE SWORN TO and SUBSCRIBED before me on this I" day of April, 1999 by LAZARO ALSO, as President, Secretary and Director of LATIN AMERICAN GOURMET RESTAURANT, INC., who is personally known to me or who presented as identification. f o #Ow • N taryNblic - 'k L'a' my owfflo m. = My Commission expo► bow Aw. i�. - ti n n• Irst eb encomo, Vice -President Director ,. '''"* / LATIN AMERICAN GOURMET RESTAURANT, ANC: (CORPORATE SEAL) STATE OF FLORIDA COUNTY OF MiAMI-DARE SWORN TO and SUBSCRIBED before me on this 1st day of April,1999 by ESTEBAN BENCOMO, as Vice-Presi f LATIN AMERICAN GOURMET RESTAURANT, INC., wh is personally known to or who presented as identification. w �-- Notary My Commission expires: O ° jMM wahM UZ2 �edro aro, Treasurer & g pj w Avg te. z000 LATIN AMERICAN GOL (CORPORATE SEAL} 2 AURANT, INC. 99- 2'73 11 i STATE OF FLORIDA COUNTY OF MIAMI-DADE SWORN TO and SUBSCRIBED before me on this I" day of April, 1999 by FEDRO AMAR and Director of LATIN AMERICAN GOURMET RESTAURANT, INC., who ' cisonally lrno me or who presented as identification. 1 Notary c My Commission expires: * ces a2= n 99- 273 h- CITY OF MIAMI, FLORIDA 25 INTER -OFFICE MEMORANDUM APR 1 9 1999 TO: Honorable Mayor and Members of the City Commission FROM: D Vd4. As City Manager RECOMMENDATION: DATE : FILE: Ratifying City Manager's Action SUBJECT: REFERENCES: Latin American Gourmet Restaurant, Inc. ENCLOSURES: City Commission Agenda A2ri127, 1999 It is respectfully recommended that the attached Resolution ratifying the City Manager's action authorizing the execution of Amendment No. 3 to Management Agreement between the City of Miami and Latin American Gourmet Restaurant, Inc. ("Amendment No. 3") be approved. In the event that Management opens for business on or before June 30, 1999, Amendment No. 3 provides for the City to retain $50,000 of the $100,000 collected by the City on December 2, 1998. In the event Management fails to open on or before June 30, 1999, the City will retain the full $100,000 and the Amended Agreement will automatically terminate. BACKGROUND: On May 29, 1992 a Management Agreement was executed between the City of Miami and Latin American Gourmet Restaurant, Inc., for the management, operation and maintenance of the park concession area at Paul Walker Park. On April 28, 1998, pursuant to Resolution 98-434, the City Commission approved Amendment to Management Agreement ("Amendment") granting Latin American Gourmet Restaurant, Inc. an extension of the previously set date for opening the park concession area from May 25, 1998 to November 25, 1998, and also required Latin American Gourmet Restaurant, Inc. to provide the City a Letter of Credit in the amount of $100,000, payable to the City of Miami if Latin American fails to complete the construction of the improvements by November 25, 1998. On December 8, 1998, pursuant to Resolution 98-1226, the City Commission approved Amendment No. 2 to Management Agreement ("Amendment No. 2") granting Latin American Gourmet Restaurant, Inc. an extension of the previously set date for opening the park concession area from November 25, 1998 to April 1, 1999. As part of Amendment No. 2 Latin American Gourmet Restaurant, Inc. would be entitled to a return of up to Eighty Thousand Dollars ($80,000) if they opened for business by April 1, 1999. 99- 273 k- Latin American Gourmet Restaurant, Inc. Page Two... Latin American Gourmet Restaurant failed to complete the construction of the improvements by April 1, 1999 and in accordance with Amendment No. 2, the Agreement automatically terminated without any further action by the City. Latin American Gourmet Restaurant, Inc. has requested an extension in time for the opening of business at 46 West Flagler Street a.k.a. Paul Walker Park. As of April 1, 1999, Management had been diligently pursing the completion of construction at the Property. In order to avoid additional delays in the completion of the project, the City Manager executed Amendment No. 3. Highlights of Amendment No. 3 are as follows: • The Management Agreement between the City of Miami and Latin American Gourmet Restaurant, Inc. will be reinstated. • Management will have until June 30, 1999 to open for business. • Management would be entitled to a refund of up to Fifty Thousand Dollars ($50,000) if they open on or before June 30, 1999. • In the event Management fails to open by June 30, 1999, the City will retain the full $100,000 collected by the City on December 2, 1998 and the Management Agreement automatically terminates. 01PIA DHW:DB:L.af: Ratification .doc 99- 2 "3