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Home My WebLink AboutR-98-0679J-98-724 6/30/98 9 8 _ 67 9 RESOLUTION NO. A RESOLUTION, WITH ATTACHMENT(S), RELATING TO THE CONCESSION RIGHTS TO THE COCONUT GROVE CONVENTION CENTER AND THE ESTABLISHMENT OF A PASSPORT ACCEPTANCE FACILITY IN THE RESTAURANT PORTION THEREOF; CONSENTING TO THE ASSIGNMENT OF THE CONCESSION RIGHTS BY TERREMARK AT DINNER KEY, INC., TO DAMARO ENTERPRISES INC., AND THE AMENDMENT OF THE CONCESSION AGREEMENT TO, AMONG OTHER THINGS, REFLECT CONCESSIONAIRE'S RELINQUISHMENT OF THE RIGHTS TO THE RESTAURANT SPACE TO PERMIT IT TO BE USED BY THE CITY AS A PASSPORT ACCEPTANCE FACILITY; AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSENT TO ASSIGNMENT AND AN AMENDMENT TO CONCESSION AGREEMENT SUBSTANTIALLY IN THE FORM OF THE AGREEMENTS ATTACHED HERETO AS COMPOSITE EXHIBIT "A". WHEREAS, on September 25, 1979, the City and Jerry's Inc. entered into a Concession Agreement for the operation of a restaurant and concession stands at the Coconut Grove Exhibition Center (the "Concession Agreement"); and WHEREAS, on September 15, 1986, Jerry's Inc. assigned all of its rights under the Concession Agreement to Terremark at Dinner Key, Inc. (Terremark), and the assignment was approved by the City Commission by Resolution No. 86-772, adopted September 15, 1986; and WHEREAS, the City wishes to utilize the restaurant space as a Passport Acceptance Facility and has requested Terremark to ATTACHMENT (S)' CONTAINED C11'Y' COMUSSION MEETING OF JU L 14 1998 QReaoluw1m Na 9V 179 relinquish its rights over said space; and WHEREAS, Terremark is willing to relinquish its rights to the restaurant space provided that the City consents to Terremark's assignment of its rights under the Concession Agreement to Damaro Enterprises Inc.; and WHEREAS, Damaro Enterprises Inc. is willing to amend the Concession Agreement in its entirety to read substantially in the form attached hereto as Exhibit "A"; 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 hereby consents to the assignment of the concession rights to the Coconut Grove Exhibition Center by Terremark at Dinner Key, Inc., to Damaro Enterprises Inc., and the amendment of the concession Agreement to, among other things, reflect concessionaire's relinquishment of its rights to the restaurant space to permit its use by the City as a Passport Acceptance Facility. Section 3. The City Manager is hereby authorized to execute a Consent to Assignment and to amend the Concession Agreement, in substantially the forms attached hereto as - 2 - ( 8- 679 Exhibit "A". Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.11 PASSED AND ADOPTED this 14th day of July 1 1998. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not ir-Coat,1 of this legislation by signing it in the pco pravid.:!" FF"l becomes effective with the claps- of ten (10) days rn the c, vi regarding same, without the Ma r ex ci ng ATTEST: Waite Man �)City Clerk WALTER J. FOEMAN CITY CLERK SS: 9: ORS: BSS If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. 3 679 ASSIGNMENT, ASSUMPTION, CONSENT TO ASSIGNMENT AND AMENDMENT OF CONCESSION AGREEMENT This Assignment, Assumption, Consent to Assignment and Amendment of Concession Agreement is made and entered into this day of , 1998 by and among Terremark at Dinner Key, Inc., a Florida Corporation ("Assignor"), Damaro Enterprises Inc., a Florida Corporation ("Assignee"), and The City of Miami, a municipal corporation of the State of Florida (the "City"). RECITALS: A. On September 25, 1974, the City and Jerry's Inc. entered into a Concession Agreement for the operation of a restaurant and concession stands at the Coconut Grove Exhibition Center (the "Concession Agreement"). B. On September 15, 1986, Jerry's Inc. assigned to Assignor all of its rights under the Concession Agreement, and the assignment was approved by the City Commission by Resolution No. 86-772, adopted September 15, 1986. C. The City wishes to utilize the restaurant space as a Passport Acceptance Facility and has requested Assignor to relinquish its rights over said space. Assignor has agreed to do so on the condition that Assignor be permitted to assign its rights under the Concession Agreement to Assignee. D. The City agrees to consent to Assignor's assignment to Assignee on the condition that the Concession Agreement be amended in its entirety and restated to read as set forth in Exhibit "A" hereto. NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. RECITALS: The foregoing recitals are true and correct and are hereby incorporated in this Agreement by reference. 2. RELINQUISHMENT OF RESTAURANT SPACE: In consideration of the City's consent to this assignment, Assignor hereby relinquishes all of its rights to the Restaurant Space under the Concession Agreement, which space is depicted in Attachment "1" hereto. 3. ASSIGNMENT AND ASSUMPTION: The Assignor hereby assigns to Assignee all of Assignor's rights and obligations under the Concession Agreement (the "Assignment") and Assignee hereby accepts the Assignment and assumes all of Assignor's rights and obligations under the Concession Agreement. 98- 679 4. CONSENT TO ASSIGNMENT: The City hereby consents to the foregoing assignment, subject to execution of the Amended and Restated Concession Agreement as provided hereinbelow. 5. AMENDMENT: In consideration of the foregoing, Assignee and the City hereby agree to amend and restate the Concession Agreement to read as set forth in Exhibit "A" hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth above. Attest: Corporate Secretary Attest: Corporate Secretary By: Walter Foeman, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney "ASSIGNOR" Terremark at Dinner Key, Inc. , President "ASSIGNEE" Damaro Enterprises Inc. By: Peter Damaro, President The City of Miami City Manager 2 98- 679 TO FROM CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Honorable -Mayor Joe Carollo And Members of the City Commission w //Od H. Wars awI City Manager DATE: JUL. _ 7 1998 FILE : SUBJECT: Resolution Authorizing Terremark to Assign and Amend it's Rights for Concessions at Coconut Grove Exhibition Center REFERENCES: ENCLOSURES: Recommendation It is respectfully recommended that the City Commission adopt the attached resolution, which authorizes Terremark at Dinner Key, Inc., ("Terremark') to assign its rights under the Cohcession Agreement for the Coconut Grove Exhibition Center to Damaro Enterprises, Inc. (Damaro). In consideration of the City's consent to the assignment, Terremark will relinquish its concession rights over the restaurant space (which the City wishes to use as a Passport Acceptance Facility), and Damaro will agree to amend the Concession Agreement in its entirety to read as set forth in Exhibit "A" to the Resolution. Background The Concession Agreement is dated September 25, 1979, and was entered into by the City and Jerry's Inc. By Resolution No. 86-772, adopted September 15, 1986, the City authorized the assignment of the agreement to Terremark. The Agreement, which expires on September 30, 2004, grants the concessionaire rights to operate the restaurant and concession stands at the Coconut Grove Exhibition Center. The City has requested that Terremark relinquish its operation of the restaurant in order for the City to operate a Passport Acceptance Facility from the restaurant location. The net revenues that will be derived from this use of the restaurant space are projected to exceed $500,000 annually. Terremark has agreed to relinquish the restaurant concession provided that it is permitted to assign its rights under the Concession Agreement to Damaro Enterprises, Inc. Terremark, the City and Damaro are all in agreement to amend the existing agreement in its entirety to read as set forth in Exhibit "A" to the Resolution. The basic terms of the agreement are unchanged except that: (i) the rights to the restaurant space are deleted, (ii) the term of the agreement has been shortened to a period of three (3) years with the concessionaire having two ( 2) options to renew the term for a period of one (1) year each, (iii) the City may cancel the agreement if the property is sold, leased or developed and (iv) the minimum monthly rent guarantee is deleted. 98— 679 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Donald H: Warshaw City Manager i L FROM: Christina P. Abrams, Director Conferences, Conventions & Public Facilities DATE: June 30, 1998 FILE: SUBJECT: REFERENCES: ENCLOSURES: Resolution Authorizing Terremark to Assign and Amend it's Rights for Concessions at Coconut Grove Exhibition Center Attached for inclusion on the July 14, 1998 City Commission Meeting Agenda is a Resolution authorizing Terremark at Dinner Key, Inc., ("Terremark") to assign its. rights under the Concession Agreement for the Coconut Grove Exhibition Center to Damaro Enterprises, Inc. (Damaro). In consideration of the City's consent to the assignment, Terremark will relinquish its concession rights over the restaurant space (which the City wishes to use as a Passport Acceptance Facility), and Damaro will agree to amend the Concession Agreement in its entirety to read as set forth in Exhibit "A" to the Resolution. Attachments CPA/ORS C: Olga Ramirez-Sejas, Assistant City Attorney Carol Kelsey, City Attorney's Office Beverly Solomon, City Attorney's Office Terry Buice, Assistant Director 98- "i 6iJ