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HomeMy WebLinkAboutR-99-0807J-99-786 9/15/99 RESOLUTION NO P 9- b 0 7 A RESOLUTION OF THE MIAMI CITY' COMMISSION RATIFYING, APPROVING AND CONFIRMING THE CITY MANAGER'S ACTION IN EXECUTING AMENDMENT NO. 5 TO THE MANAGEMENT AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH LATIN AMERICAN GOURMET RESTAURANT, INC. ("MANAGEMENT") WHICH PROVIDED FOR: 1) THE 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 WEST FLAGLER STREET, TO MARCH 31, 2000; 3) THE CITY'S RETENTION OF 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) THE RETURN OF $40,000 TO MANAGEMENT, WITH THE REMAINING $60,000 PLUS INTEREST TO BE RETAINED BY THE CITY, IN THE EVENT THE CONCESSION AREA IS OPEN FOR BUSINESS ON OR BEFORE MARCH 31, 2000; 5) THE CITY'S RETENTION OF THE ENTIRE $100,000 AND ALL INTEREST ACCRUED IN THE EVENT THE CONSTRUCTION IS NOT COMPLETED AND THE CONCESSION AREA IS NOT OPEN FOR BUSINESS ON OR BEFORE MARCH 31, 2000. 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 April 28, 1998, the City Commission granted Management an ATTACHto"IU-1T (S) C CHNT A ;��E My COMMSI KEET NG OFF nrT2s1999 Rssolutian No. 99-- 807 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 in the amount of $100,000, payable to the City of Miami if Management failed to complete the construction of the improvements by November 25, 1998; and WHEREAS, Management failed to open for business on or before November 25, 1998; 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 authorized the City Manager to execute Amendment No. 2 to the Management Agreement, which provided: (1) for an extension of the previously set date for completing construction of improvements and opening the concession area for business from November 25, 1998 to April 1, 1999, (2) that if Management completed the construction of improvements and opened the concession area for business by April 1, 1999, Management shall be entitled to a refund of $80,000 of the Collected Amount, and (3) that if Management failed to complete the construction of improvements and open the concession area for business by April 1, 1999, the Agreement would automatically terminate without any further action by the City; and WHEREAS, Management failed to complete the construction of the improvements by April 1, 1999; and WHEREAS, as of April 1, 1999, Management had been diligently pursuing 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, which pursuant to Resolution 99-273, adopted April 27, 1999, provided 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, located at 46 West Flagler Street, to June 30, 1999; 3) the City's retention of the Collected Amount until the completion of the construction; 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's retention of the Collected Amount and all interPpr construction is not completed and the concession area is not open for business on or before June 30, 1999; and WHEREAS, Management advised the City that it would not be able to complete the construction of the improvements and open - 3 - 99- 807 the concession area for business by June 30, 1999; and WHEREAS, pursuant to Resolution 99-460, adopted June 22, 1999, the City Commission authorized the City Manager to execute Amendment No. 4 to the Management Agreement, which provided: (1) for an extension of the previously set date for completing construction of improvements and opening the concession area for business from June 30, 1999 to July 31, 1999, (2) that if Management completed the construction of improvements and opened the concession area for business by July 31, 1999, Management shall be entitled to a refund of $40,000 of the Collected Amount, and (3) that if Management failed to complete the construction of improvements and open the concession area for business by July 31, 1999, the Agreement would automatically terminate without any further action by the City; and WHEREAS, additional unforeseen work is required for Management to fully open the concession for business; and WHEREAS, the City and Management both agree that an extension in the opening for business is in the Parties best interest; and WHEREAS, the City Commission deems it in the best interest to reinstate the Amended Agreement with Management as provided herein; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY - 4 - 99 - 807 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. 5 to Management Agreement with Management, in substantially 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, located at 46 W. Flagler Street, to March 31, 2000; 3) the City's retention of the Collected Amount until the completion of the construction; 4) the Management's entitlement of $40,000 of the Collected Amount in the event the concession area is open for business on or before March 31, 2000, with the remaining $60,000, plus all interest accrued, to be deposited in the City's Unanticipated Revenue Account; and 5) the City's 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 5 - 807 before March 31, 2000, is hereby ratified, approved and confirmed. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.11 PASSED AND ADOPTED this 26th day of October 1999. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approval of this legislation by signing it in the designated place plOvid-1, saki leginlxi!,,'-' now becomes effective with the elapse of ten (10) days ft'ani th:: regarding same, without the Mayor ex cisin a v ATTEST: Wait tvoL , City Clerk WALTER FOEMAN CITY CLERK LLO ATTORNEY W3755:RCL:hdb CORRECTNESS 1f 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. 6 - 99- bGwy Amendment Number 5 to Management Agreement Between the City of Miami and Latin American Gourmet Restaurant, Inc. This Fifth Amendment to Management Agreement is entered into this _ _ day of _, 1999, by and between the City of Miami, a municipal corporation of the State of Florida (the "City") and Latin American Gourmet Restaurant, Inc., a Florida for profit corporation (the "Management"). PHiereas, pursuant to Resolution No. 91-736, passed and adopted by the City Commission on October 3, 1991, the City entered into a Management Agreement (the "Agreement") dated May 29, 1992 as amended on August 13, 1998 (the "Amendment"), with Management, which provided for the management, operation and maintenance of the park concession area at Paul Walker Park located at 46 West Flagler Street, Miami, 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, 1998; 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"); and 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, on April 27, 1999, the City Commission, by Resolution 99-273, ratified, approved and confirmed the City Manager's action of executing a Third Amendment to the Agreement ("Amendment No. 3"); and 99-- 807 Whereas, in accordance with the Amendment No. 3, the Agreement was to automatically terminate if the Management did not open for business by June 30, 1999; and Whereas, on June 22, 1999, the City Commission, by Resolution 99-460, authorized the execution of a Fourth Amendment to the Agreement ("Amendment No. 4"); and Whereas, in accordance with the Amendment No. 4, the Agreement was to automatically terminate if the Management did not open for business by July 31, 1999; and Whereas, additional unforeseen work is required for Management to fully open the concession for business; and Whereas, it is anticipated that this work will take approximately eight (8) months to complete; and Whereas, the City and Management both agree that an extension in the opening to March 31, 2000 is in the Parties best interest; Now Therefore, 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 recitals and .findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Agreement. 2. The Agreement, as amended (the "Amended Agreement"), is hereby reinstated. 3. Section (5) of the Amended Agreement is hereby deleted in its entirety and replaced with the following: Z 99- 807 5. Concession Operations "Hours of operation of the park concession area shall be such as to provide the maxinitan convenience to those sensed and shall be as determined by the City Manager. Minimum hours of operation shall initially be front 7:00 a.m. to 6:00 p.nr. Monday through Friday, and 9: 00 a.m. to 3: 00 p.m. on Saturday. The park concession area would be closed on Sunday. The Management hereby agrees that the park concession area shall be open for business by March 31, 2000. Thereafter, Management shall operate the park concession area continuously and uninterruptedly during the hours required for the entire term of this Agreement with due diligence and efficiency, so as to enhance the appearance of the park. Notwithstanding anything to the contrary, 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 March 31, 2000, this Agreement shall automatically terminate without any further action by the City, and Management shall, within fifteen (15) days thereof, 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 (the "Proceeds"), until the completion of the construction. If the Management opens the concession area for business on or before March 31, 2000, the Management will be entitled to a refund of $40,000.00 from the Proceeds. The City will retain $60,000.00 plus all interest accrued as liquidated damages and not as a penalty. The Management will not be entitled to any of the interest accrued. In the event the Management does not open the concession area for business by March 31, 2000, the City will retain the entire amount of the Proceeds ($100,000) plus all interest accrued as liquidated damages and not as a penalty and Management will release any and all claims to the Proceeds and all interest accrued." Except as specifically provided herein, all of the terms and provisions of the Amended Agreement shall remain in effect. 3 09- 807 Attest LIM Name: Corporate Secretary Walter J. Foeman City Clerk APPROVED AS TO FORM AND CORRECTNESS Alejandro Vilarello City Attorney 4 N? Latin American Gourniet Restaurant, Inc. Lazaro Albo President City of Miami, a municipal corporation of the State of Florida Donald H. Warshaw City Manager b CITY OF MIAMI, FLORIDA 0 INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM /qaLrs 660iaw DATE : OCT 1 8 1999 FILE SUBJECT: Ratifying City Manager's Action REFERENCES Latin American Gourmet Restaurant, Inc. City Manager ENCLOSURES: City Commission Agenda September 28, 1999 RECOMMENDATION: It is respectfully recommended that the attached Resolution ratifying the City Manager's action authorizing the execution of Amendment No. 5 to Management Agreement between the City of Miami and Latin American Gourmet Restaurant, Inc. ("Amendment No. 5") be approved. In the event that Management opens for business on or before October 29, 1999, Amendment No. 5 provides for the City to'retain $60,000 of the $100,000 collected by the City on December 2, 1998. In the event Management fails to open on or before October 29, 1999, the City will retain the full $100,000 and the Agreement, as amended, 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 failed 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- 807 o Latin American Gourmet Restaurant, Inc. Page Two... On April 27, 1999, pursuant to Resolution 99-273, the City Commission ratified, approved and confirmed the City Manager's execution of Amendment No. 3 to Management Agreement ("Amendment No. 3") granting Latin American Gourmet Restaurant, Inc. an extension of the previously set date for opening the park concession area from April 1, 1999 to June 30, 1999. As part of Amendment No. 3 Latin American Gourmet Restaurant, Inc. would be entitled to a return of up to Fifty Thousand Dollars ($50,000) if they opened for business by June 30, 1999. On June 22, 1999, pursuant to Resolution 99-460, the City Commission approved Amendment No. 4 to Management Agreement ("Amendment No. 4") granting Latin American Gourmet Restaurant, Inc. an extension of the previously set date for opening the park concession area from June 30, 1999 to July 31, 1999. As part of Amendment No. 4 Latin American Gourmet Restaurant, Inc. would be entitled to a return of up to Forty Thousand Dollars ($40,000) if they opened for business by July 31, 1999. In accordance with Amendment No. 4, Management requested final inspections in order to obtain a temporary certificate of occupancy and open for business by July 31, 1999. During the final inspections, Management was advised that additional construction work was required which was not anticipated. As_ this work wasunforeseen, the City concurs that it is in the best interest of both parties to extend the time for completion to October 29, 1999. Highlights of Amendment No. 5 are as follows: • The Management Agreement between the City of Miami and Latin American Gourmet Restaurant, Inc. will be reinstated. • Management will have until October 29, 1999 to open for business. • Management would be entitled to a refund of up to Forty Thousand Dollars ($40,000) if they open on or before October 29, 1999. • In the event Management fails to open by October 29, full $100,000 collected by the City on December 2, 0Agreement automatically terminates. 1,41 DHW':DB:LBAmendment No. 5 .doc 1999, the City will retain the 1998 and the Management 99-- 807 J-98.486 4/28/98 RESOLUTION NO. 9 8- 4 3 4 A RESOLUTION AUTHORIZING AN EXTENSION OF TIME TO LATIN AMERICAN GOURMET RESTAURANT, INC., FOR THE OPENING OF THE CONCESSION AREA AT PAUL WALKER PARK, LOCATED AT 46 W. FLAGLER STREET, FROM MAY 25, 1998 TO NOVEMBER 25, 1998, PROVIDED THAT AN INDEMNITY BOND OR LETTER OF CREDIT, SATISFACTORY TO THE CITY ATTORNEY, IN THE AMOUNT OF $100,000, IS PROVIDED TO THE CITY ON OR BEFORE MAY 28, 1998, THE TERMS OF WHICH WOULD GUARANTEE THE CITY'S ABILITY TO COMPLETE THE CONSTRUCTION AND ACQUISITION OF THE EQUIPMENT FOR THE CONCESSION AREA, FURTHER AUTHORIZING THE TERMINATION OF THE MANAGEMENT AGREEMENT WITH LATIN AM ERICAN GOURMET RESTAURANT IF THE INDEMNITY BOND OR LETTER OF CREDIT, AS SPECIFIED ABOVE, IS NOT RECEIVED BY MAY 28, 1998. WHEREAS, 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 Parks and CzTr MEETrNsSI©AF or APR 2 8 1998 Reft1wim N. 99- 807 WHEREAS, pursuant to Resolution No. 97.821, adopted November 26, 1997, the City Commission granted Latin American Gourmet Restaurant, Inc. an extension of the previously set date for opening the park concession area from June 1, 1997 to May 25, 1998, and also required Latin American Gourmet Restaurant, Inc. to provide the City with an indemnity bond or letter of credit, the terms of which would guarantee the City's ability to complete the construction and acquisition of the equipment for the concession area; and WHEREAS, Latin American Gourmet Restaurant, Inc. requires another six (6) month extension to open the park concession area, from May 25, 1998 to November 25, 1998; and WHEREAS, the City Commission will grant Latin American Gourmet Restaurant, Inc. the requested extension to open the park concession area, from May 25, 1998 to November 25, 1998, contingent upon Latin American Gourmet Restaurant, Inc. furnishing the City with an indemnity bond or letter of credit, in the amount of $100,000, satisfactory to the City Attorney, the terms of which would guarantee the City's ability to complete the construction and acquisition of equipment for the concession area; and WHEREAS, if said indemnity bond or letter of credit, is not furnished to the City on or before May 28, 1998, the Management Agreement with Latin American Gourmet Restaurant will automatically be terminated; 2 99- 807 94 ­41a+ Q' O 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 Commission hereby authorizes an extension of time to Latin American Gourmet Restaurant, Inc. for the opening of the park concession area at Paul Walker Park from May 25, 1998 to November 25, 1998, provided that Latin American Gourmet Restaurant, Inc. provides the City with an indemnity bond or letter of credit, in the amount of $100,000, satisfactory to the City Attorney, the terms of which would guarantee the City's ability to complete the construction and acquisition of equipment for the concession area. Section 3. The automatic termination of the Management Agreement with Latin American Gourmet Restaurant, Inc. if said indemnity bond or letter of credit is not furnished to the City on or before May 28, 1998, is hereby authorized. Section 4. This Resolution shall become effective immediately upon its adoption. 99- 807 3 44-v- 1 11 �� 1 1 PASSED AND ADOPTED this Z8th day of April 1998. JOE CAROLLO, MAYOR >h aomrdance with Miami Code Sec. 2-36, since the Mayor did not indicate apprevn I of thfs legislation by signing it in the designated place provided, said legiz1aV:r. becomes effective with the elapse of ten (10) day from the date of CommiWcn regarding same, without the Mayor exercisi eto. - ATTEST: rter J n, City Cleric WALTER J. FOEMAN, CITY CLERK PREPARED AND APPROVED BY. JULIE O. BRU ASSISTANT CITY ATTORNEY APPROVED A i�O/RM AND � � .F 99- 807 J-96-123S 12/6/98 RESOLUTION 40. 9 8 ` 12 2 6 A RESOLUTION AUTRORIZING M CITy R To 8XBCM AN THB GB&�,ZNT AGRSRMBNT, IN AA PORM ACCRPTABLg To AT TORNEY # : WITH LATIN TEg CITY RRSTAURA rr INC. ("LATINAJriBRICAN URMBT' SHALL PROVIDB: 1) FOR RBINSSTTATE cAms �• 0pwnrcx MANAGBMVr AGREEMENT, DATED MAY 29, 1994, AS AMENDED% 2) FOR AN EXTENSION OP TIME OOR THE OPENING OF TH$ CONCESSION AM AT PAUL NALXRR PARK, LOCATRD AT 46 WEST FLAOLBR STREET, MIAMI, FLORIDAA, FROM NOVEMgER 25 APRIL I, 1999r 3) FOR AN IN 3995 TO MWIM M NOMMY RMT FROM � E IN no DSCBM RR 1, 1998; 4) STHATTHR CITY - SHALL RETAIN T8B $i00,000 PROCSBDS RECEIVED iMER TIMTIL R R OF CREDIT ON DSCSMgRR 2, TER C�MQLRT.TCN OF Ta CMSTROMION OF TiM CONCRS S ION AREA; 5) THAT IN 7M EVENT T'M CONCESSION ARSA 18 OPRNRD FOR BU31NRSg ON OR SSPORE APRIL J. 1999, $90,000 BRALL BS RBTURNED TO LATIN AMBRICAN, AND TIM REMA.TKING $20, 000 PLUS IN! kEST SHALL BB ' p8F0$YTBD IN CITY OF MI MI,S NON-B[iDGBTBD AUNT l An6) THAT IN R9 CONSTRUCTION IS NOT COMPLETED 8V D TIM CONCESSION AREA rS NOT OPWBD FOR SUSINES.9 OWN OR BBFOR$ APRIL 1, 1999, TgM CITY SHALL BSTAINACCRUED THB. RNTIRR $100, 000 AND ALL INTRREST . WaiBRRAR. ®n May a 9 Y , 1992, a Management r executed between the City�J eement was of Miami and Latin American Gourmet Restaurant, Inc. ("Latin American*), for the mana emen oPOI'atton and maintenance of the 9 t� park concession area at Paul DEC 10 'dIV 99— 807 Walker Park, and WHERs, pursuant to Resolution No. 98.434, adopted April 20, 2998, the City Commission granted satin American an extension of the previously get date for opening the park concession area from May 25, 1998 to November 2,, 1998, and also required Latin American to provide the City a Letter of Credit in the amount of $10000000 payable to the City of Miami should Latin American fail to coepiete the construction of the imVrovements by November 25, 1998; hod WHRR W, Latin American failed to complete the construction Of the improvements by November 28, 1998, and is accordance with the Letter of Credit,, dated December 2, 1998, the City received a cashier's check in the amount of $100,000; and TRW, the Amendment to the Management Agreement, dated August 13, 1998, requires that should Latin American Gourmet Restaurant, Inc. fail to open the concession area for business by November 25, 3:998,...the Agreement shall automatically terminate without any further action by the City; and i�1H8R>t;AS, the City Commission deems it in the beat interest to reinstate and amend the Management Agreement with Latin American a® provided herein, NOW, THSRR.$FOREs BE IT RESOLVED By THIS COMMISSION OF THR CITY _2_ � � 807 �J N fY '— t :► — _. ..... ...:.._�—.... ,. �....- ^=?-:: � ....,c,,.:. �. c c 1-r= � v :G,;fi �. tt ' *�. i� ps}fir or ., ���,�. P 04 OP MYAMT, PLOR2bA, Section i. , The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein an if fully set forth in this Section. Section 2. The City Manager is hereby authori$edl/ to exeCute an amendment to the Management Agreement with Latin Ame.tican Gourmet Restaurant, Inc. ("Latin Americana) acceptable to the City Attorney,• in a form providing: i) for reinstatement Of the management Agreement, dated May 29, 2992, as amended• 2 f©r an extension of time for theopening � ) at iPaui Walker Park, located at 45of the concession area West Flagier Street, Miami, Flo�tida, from Novenfbex 25, 1998 to incfease in the minimum monthly 1, 1999; 3) for an monthly rent from $750 to $1,500, effective December 1, 1998; 4) that the,ty shall retain t $106, 000 he proceeds received on December 2, 1998 under the Letter of Credit, until the completion of the construct issuance of a certificate of occu anc ion and the p YI 8) that in the event the con ession area is opened for business on or before April l 1999, $90,000 Shall be returned to Lot#Q Ai American, and the remaining $201000, plus all interest accrued, shall be deposited in the.'C'ty Of Miam#'e Non -Budgeted Revenues Account, and In the event the construction is not completed 6> that and the concession 2� The karain authorisation is further subject to compliance with i11 requirements that may be iv'?oxed by the City Attorney, including limited to those prescribed nQ but rot proeisi t by a�Dlieabie City Charter and Code - 3 - 99 - 807 - Ea� Y,y , 1 area is not Opened for business on Or before April i, 1999, the City shall retain the entire $100, 000 and ail interest accrued. Section 3. This Resolution shall become effective upon its adoption and signature of the Mayo2=1. PASSED AND ADOPTED thin .,,ath day of no emhar 1995. 3'OE CAItOLLO, MAYOR "=nos Myth MIM Coda Esc, 2.98, $kV0 the MOW dd nat Weeta s " Ian by a19ft ft In 010 dest"ed whh the pprov;� 01 P� Provf�ecl, setd i�tir$tion .ia •letp� of ten (90) from tea a Co Won acttcn �ft same , vvHho��t the Mayor„pocerol� thaft .� i s ATTBST: J. FOBMI�N CITY CLZRX "PROVED td31A r SSS COERSCMSS .& P. w Im City' Cletlt U the Mayor doe& not sign this Resolution, it shall become effective at the end of ten calendar days from the data it eras passed and adopted. If the Mayor vetoss this Resolution, it shall become affective Immediately upon overr14a of the veto by the City Commission. - 4 - 99 -� 807 1 J-99-385 4/14/99 RESOLUTION NO. 9 9— 2 r 3 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 PROVIDED 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 J©NE 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 A7TACHMrNT csji COX TAIKr-9 I 98-434, adopted CITY COMUSSION MEETING OF APR 2 7 1999 3 a M. 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 lmnrovPmant-e „a .._ L_r_ November 25, 1998; and WHEREAS, Management failed to complete construction of these improvements on or before November 25, 1998; and WHEREAS, on December 2, 1998 the City collected the amount Of $100,000 under the letter of credit ("Collected Amount,,); and AREAS, 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 :W�w 09 - 80"7 win 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 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, 9J_ - 3 807 - located at 46 W. Flagler Street, to June 30, 1999; 3) the City Is 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 agrdement shall be deposited in the unanticipated revenue account. Section 4. This Resolution shall become effective Z� 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. 0 807 - 4 - immediately upon its adoption and signature of the Mayor.21 PASSED AND ADOPTED this _2'7th day of April 1999. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36 this legislation b signing since the Mavor did not ind;C2ta becomes effective with the elapse of en �l10) d EpAmv_l r. Place provincd, SSld lec:s�st�0n regarding same, without the Mayor exe si ays thaan7c-W�cierk s:... _ ATTEST: a WALTER LT. FOEMAN Wa a CITY CLERK _ 111xovEW AS0 FORM'J �q � CORRECIMSS Zs 1: RCL If the Mayor does not si the end of ten calendar thifrom s Resolution, it shall become effective at If the Mayor vetoes this Resolution, it it was passed and ad immediately upon override of the veto st shall become effective by the City Commission. - 5 - 99- 807 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM To: Donald Warshaw cArE : April 2, 1999 PILE: City SUEUEcr : Latin American Gourmet . Restaurant, Inc. - Amendment No 3 PWN : km BiHbe vg. Dv CEO REFERENCES Office of Asset Management ENCLOSURES: Latin Amezcan • 2Lo zin t Inc::: d the �..thy�o�i•iC_- Aher Paul Wapner This your avSet'e a+aoedt.•,an"' ``.r�,:,, °.:�'•=-`,•. �tecutiolD. - , i s The City Ammney has advised us that the pan P ct manner in wbich to proceed is for yod to execute this Amendment than 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=t Amend== 3.doe 99- 807 S Awandmat Number 3 to Mampment Agmmnt Setween the City of HhuW and Leda American Gownet Ruftw=tl Inc. 11 1 This Tbird Amendment to MANS 0 Pr P r - Agreement is entered into this _ day of - 1999, by and between the City of hfi=4 a municipal corporation of the 6W" Of Florida 06 "MY") Rod Latin Amahm Gown et Restaurant, Inc., a Florida for Profit corporation (am Obfinvemlon. Adioi No. 91-734 ji6� sadO&OW. by the Ch an'OcioW us"' WA manwonto vAdch povided for dw andMm= a the Park conowdon area at Paul WaDw Paris locatted at 46 West FIq#= Tktic* and WIurew. in ac=%Ik= with file Ameodmew, the Agreemat wa t6 automatically terminate if the ?&najz=wt did not open for businew by November Z, 1993; and W'W&vl on D==bw 81 1998, the City Commission, OY Resolution 98-1226 deemed that an extension was in the CWs beg interest and thereby reinstated the.. Agreement, as amended between the City and An I ---t by the execution of a Second Amendment to the Atmeln9w ("Amendment No. 2"); W&-rear, in accordance with the Amendment No 2, the Agreement was to automatically terminate if the Management did not open for bushum by April 1, 1999; and Whereas, the Management has requested an extension for the opening date of their business; 99- :8()7 Now 2UPIAP8, In COnsidandon of the premim and for other good and valuable consideration, the receipt and gufficiewy of which is hereby acknowledged, the parties agree as follows: The Apeenwat, as amended by the Amendment and Amendment No 2 (the "Amended Agreememn, is hereby mim� 2. 8*WYon (k) of dn Aw&%kdA&*=aW if Impeby in fts #RfkWy and P9V0 W 'A d"buo" CONINd'on Qw-xd� M - hmvby Vrm dW the pot =wad= area gzU be for business by June 30, 1999. 7baurter, MRMWement shall operate the am continuously and Pa* concesdoe� on the &&MMationed days during the hou:5- . . requireddmirng the W&C t0m Ofthis Apmemw with due Mgmw and -01wi . to enhance the qTamw= of the peek. as' N0ftfflWftft mything to the including any provisions set forth IL,F-- in Section 34 of this Agreement pertaining, to notice, if ZVJAIEM , I n -1 hils to Agreem= shall open the concession am for budtl�= by Asne 30, 1999, this automatimoy teammate widXR4 any finther nation by the City, and hfaWement shall, wzdm fiftm (15) days thereof; remove all its personal Property fiam the Area and PMOURU4 surreader possesdon of the Same to the City. 71e- City will retain the $100,000-00 Proceeds received cm D=ember 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 S50'000-00 plus AU interest w=ucd' 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 S100,000.00 Plus aU interest accrued and Management will release any and all claims to the S 100,000-00 and all interest accrued." 2 99- 807 Awpowso MUMt SW nNnWnY at[ of dr a�u pmvWoe of tb� A Latin American Gourmet RegWuut, Nix Lawo ? ; ) fiipp Yhit T. .r��.•Je�^.I./M� • r. ..w Clerk - . ` ' Dourld 11 — I ' •.. ' � �.•ti.—.•• .•• �:' �..�.r.. ' Y.R. J �� • •':.r .. •'-'n�. �J..� • •+ +t��l•••+•-: r• .. Vie''.•. PVED - - AND •tires By: 99 807 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 adoptedd 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 FURTBiER RESOLVED that LAZARO ALSO, 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 tenors 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 said officer to be conclusive evidence of such determination and of the authority of said officer to execute and deliver same. THE UNDERSIGNED OFFICER FURTHER CERTHM 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 WE EREOF, I have affixed my name in my capacity as the officer of the Corporation and have set forth Belo. S y signature, and I have affixed the corporate seal of the Corporation to this certificate this day of April, 1999. Lazaro Albo, President, Secktary & Director LATIN AMERICAN GOURMET RESTAURANT, INC. (CORPORATE SEAL) 99- 807 STATE OF FLORIDA COUNTY OF MIA -DADS SWORN TO and SUBSCRIBED before me on this 1 st day of April, 1999 by LA7ARO ALBO, as President, Secretary and Director of LATIN A IMCAN GOURMET RESTAURANT, INC., who is personally known to me or who presented as identification. O�Vt wwwom Lem My Common , A kV.1,io� ILf � the Aw. lIL J " m PualwmO, V1Ce-FtftclGnt & Director ,. / LAM N AMERICAN GO URMET' Rl?ST'AURANi', T _C. ; .t •• I J• •,• •Ji �',i (CORPORATE SEAL) STATE OF FLORIDA 0 ' COUNTY OF AffAMff-DADS SWORN TO and SU13SCMED before me on this 1" -BENCOMO, as Vj- p� day of APri1,1999 by EST RESTAURANT, INC., LATIN AMEICAN GOURMET identification. °may lmown to�for who presented as Notary Publi ' My Commission expires: reasurer & Direc&�TAURANT, �LATIN AMERICAN GOURME60P F INC. (CORPORATE SEAL,} ' 2 i 99- 807 STATE OF FLORIDA COUNTY OF mLAw.DADE V SWORN TO and SUBSCRIBED before ine on this I' day of Apa L999 by pEDRO and Director A octor of LATIMERICAN GOURMET RESTAURANT, INC., me Or Who Premtod a$ identification. Notary Put my Commission wsm 99- 807 J-99-S70 6/22/99 TEL Jan d'*19*01 12:46 No.001 P.O2, RESOLUTION NO. � 460 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 4 TO THE MANAGEMENT AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH LATIN AMERICAN GOURMET RESTAURANT, INC. ("MANAGEMENT") TO PROVIDE FOR: (1) AN EXTENSION OF TIME FOR THE COMPLETION OF IMPROVEMENTS AND THE OPENING OF THE CONCESSION AREA FOR BUSINESS AT PAUL WALKER PARK, LOCATED AT 46 WEST FLAGLER STREET, MIAMI, FLORIDA, TO JULY 31, 1999; (2) TYKE CITY'S RETENTION OF THE $100,000 PROCEEDS RECEIVED UNDER THE LETTER OF CREDIT ON DECEM8ER. 2, 1998, UNTIL THE COMPLETION OF THE CONSTRUCTION OF IMPROVEMENTS AND THE ISSUANCE OF A CERTIFICATE OF OCCUPANCY; (3) IN THE EVENT THE CONSTRUCTION OF IMPROVEMENTS IS COMPLETED AND THE CONCESSION AREA IS OPENED FOR BUSINESS ON OR BEFORE JULY 31, 1999, $40,000 WILL BE RETURNED TO MANAGEMENT, WITH THE REMAINING $60,000 PLUS MEREST TO BE DEPOSITED IN THE CITY'S UNANTICIPATED REVENUE ACCOUNT; AND (4) IN THE EVENT THE CONSTRUCTION OF IMPROVEMENTS IS NOT COMPLETED AND THE CONCESSION AREA IS NOT OPENED FOR BUSINESS ON OR BEFORE JULY 31, 1999, THE CITY SHALL RETAIN THE ENTIRE $100, 000 AND ALL INTEREST ACCRUED. WHEREAS, on May 29, 7.992, 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, JUN Z Z IM A.. of X6. .C'' :jq . 807 ._,•_ ... TEL Jan ?9'U1 ..._� - 1.12:47 No.001 P.03 located at 46 west Flagler Street, Miami, Florida; and WHEREAS, pursruaht to Resolution No. 98-434, adopted April 28, 1998, the City Commission granted Management an extension of the previously Set date for completion of improvements and the opening of the concession area for business from May 25, 1998 to November 25, 1998, and also required Management to provide the City with a Letter of Credit, payable to the City of Miami., in the amount of $100, 000, if Management failed to complete the construction of improvements and open the concession area for business by November 25, 1998; and WHEREAS, Management failed CO complete construction of improvements and open the concession area for business on or before Nove�er '25, 1998; and WFIEAS, on December 2, 1998, the City collected the amount Of $100,000 under the Letter of Credit ("Collected Amount„) and AREAS, Pursuant to Resolution No. 98-1226, adopted December 8, 1998, the City Commission authorized the City Manager to execute Amendment No. 2 to the Management Agreement, which provided: (2) for an extension of the previously set date for. completing construction of improvements and opening the concession area for business from November 25, 2998 to April 1, 1999, (2) that if Mana ement completed the construction 9 improvements and o of opened the concession area for business by April 1, 1999, Management shall be entitled to a refund of $80,000 of the Collected Amount and (3) that if Management failed to complete the construction of improvements and open the concession area for business by April 1, 1999, the Agreement 99-- 460 ILL: Jan 29'0I 12:<<7 I4U.001 r'.04 would automatically terminate without any further action by the City; and WHEREAS, Management failed to complete the construction of improvements and open the concession area for business by April 1, 1999; and WHEREAS, as of April 1, 1999, Management had been diligently pursuing 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, which, pursuant to Resolution No. 99-273, adopted April 27, 1999, provided for: (].) the reinstatement of the Management Agreement, dated May 29, 1992, as amended, (2) an extension of time for the opening of the concession area to June 30, 1999, (3) the City's retention of the Collected Amount until the completion of the construction of improvements and the issuance of at certificate of occupancy, (4) the M'anagement'e entitlement of up to $50,000 of the Collected Amount in the event the concession area is opened 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's retention of the Collected Amount and all interest accrued in the event the construction is not completed and the concession area is not opened for business on or before June 30, 1999; and WHEREA•S, Management has advised the City that it will not be able to complete the construction of improvements and open the concession area for business by June 30, 1999, and is requesting 3 - 1 99 - 807, t _ z. 4_ vT e.RIDkFJ:H;� i Jan 29101 12:48 1`10.001 F-.05 Said deadline be extended; and WHEREAS, the City Commission deems it in the best interest to further amend said Management Agreement 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 Z, exQcuta Amendment NO. 4 to the Management Agreement, in a^ form acceptable to the City Attorney, with Latin American Gourmet RQstaurant, Inc, ("Management"), providing for: (1) an extension of time fox the Completion of improvements and the Opening of the concession area for business at Paul Walker Park, located at 46 Went Flagler Street, Miami, Florida, to Jul City+B retention of the Y 31, 1999; (a) the $100,000 proceeds received under the Letter of Credit on December 2, 1998 (the "Collected Amount"), including all interest earned thereon, until the completion . the construction of of improvements and the issuance of a certificate of Occupancy; (3) in the event the construction of improvements is completed and the concession area is Opened business an or before July 31, 1999, for $40,000 will be returned to Management, with the remaining $60,000 plug all interest accr ued � The herein authorisation ie further raquiremeats that may � i subject to compliance with all limited to those used by the City Attoxx�ey, including proscribed by aPPlicable Cit but not provisions. Y Charter and Code 99— 460 9- 807 I EL Jan 'r)l Iv0.UUl i'.fib U. Of the Collected Amount, to be deposited in the City,s Unanticipated Revenue Account; and (4) in the event the construction of improvements is not completed and the concession area is not opened for business on or before July 31, 1999, the City shall retain the entire Collected Amount and all interest accrued. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.21 PASSED AND ADopTED this 22nd day of June _:, 1959. JOB CAROLLO, MAYOR In &000RbDC9 Wirth t.':• Sec. 2.36. since tho Marna did net Indioa* ncrovart 01 fhls Isgisiation b;• lisipnated p e provided, Wd 1vgiwe4cr• now bYC mu efisove Witt; _ . . (10) te M=th901C Ion n fSPIMft Onwithout the rvaycr( xercisaATTEST. 1• l'.'T1,1-,� WALTER J . F'OEt'QAN, C CLERK A.PPRO O CORRECTNESS s/ RO VY LLo 1�►TTORNEY �.- 572sIT!pRo If the Mayor does not sign this Resolution, it shall become effective at the *Ad Of ten calendar days from the date it v►as become and a If t� Mayor Yetoaa this Resolution, it shall become effective iamediately upon override of the veto by the City cozminsion. - 5 - �- 807