HomeMy WebLinkAboutR-96-0856J-96-1343
11/21/96
RESOLUTION NO. q (; - $ .56
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
ENTER INTO AN AMENDMENT TO THE MANAGEMENT
AGREEMENT BY AND BETWEEN THE CITY OF MIAMI
AND THE LATIN AMERICAN GOURMET RESTAURANT
INC., FOR THE MANAGEMENT, OPERATION AND
MAINTENANCE OF THE PAUL WALKER PARK
CONCESSION AREA LOCATED AT 46 WEST FLAGLER
STREET, MIAMI, FLORIDA (THE "AREA"), FOR
PURPOSES OF EXTENDING THE PREVIOUSLY SET
DATE FOR OPENING THE PARK CONCESSION;
REQUIRING A LETTER OF CREDIT OR PAYMENT AND
PERFORMANCE BOND IN THE AMOUNT OF $225,000
IN CONNECTION WITH THE CONSTRUCTION OF
IMPROVEMENTS AT THE AREA; REQUIRING A
SECURITY DEPOSIT IN THE AMOUNT $3,000, A
PROPERTY TAX PASS THROUGH PROVISION, AND
INCREASES TO THE MINIMUM ANNUAL PAYMENT,
SUBJECT TO EXECUTION OF SAID AMENDMENT TO
THE AGREEMENT WITHIN THIRTY DAYS OF ADOPTION
OF THE HEREIN RESOLUTION.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is hereby authorized to
enter into an amendment to the Management Agreement dated May 29,
1992, by and between the City of Miami and Latin American Gourmet
Restaurant, Inc., for the management, operation and maintenance
of the Paul Walker Park concession area located at 46 West
Flagler Street, Miami, Florida (the "Area"), subject to execution
of said amendment to the agreement within thirty days of adoption
of the herein Resolution, for purposes of:
o extending the previously set date for opening the
park concession area from December 1, 1996 to
June 1, 1997;
CET°' cOomSQsSSm
V£TING OF
NOV 2 1 1996
Reeolution Na
96- 856
o requiring Latin American Gourmet Restaurant, Inc.,
to furnish a letter of credit or payment and
performance bond in the amount of $225,000 in
connection with the construction of certain
improvements to the Area;
o requiring Latin American Gourmet Restaurant, Inc.,
to furnish a security deposit in the amount of
$3,000;
o adding a property tax pass through provision;
o providing for an annual increase in the minimum
monthly payment to the City in the amount 3% or
the increase in the Consumer Price Index
(whichever is greater).
Section 2. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 21St day of November , 1996.
A T
WALTER J. 04KAN,
CITY CLERI(--
PREPARED AND APPROVED BY:
- 2 -
APPROVED AS TO FORM AND
CORRECTNESS:
96- 856
I AMENDMENT TO MANAGEMENT AGREEMENT
U
THIS AMENDMENT TO MANAGEMENT AGREEMENT is entered into
this day of , 1996, 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 (tlie
"MANAGEMENT").
A. 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 8, 1992 with the 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.
B. Due to certain unexpected occurrences, including the 1992 hurricane
and the sewer moratorium imposed by Dade County, the MANAGEMENT'S
proposed plans for improvements at the park concession area have been delayed.
C. Consequently, the MANAGEMENT has requested an extension of the
term of the Agreement.
D. By Motion No. 95-457 and Motion No. 96-335, passed and adopted May
23, 1996, passed and adopted on June 1, 1995, the City Commission approved
modifications to the Agreement.
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:
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1. The terms and conditions of the Agreement are modified as
follows:
(i) Section 3 of the Agreement is hereby deleted in its
entirety and replaced with the language set forth below:
The term of this Management Agreement shall be for a period of
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ten (10) years beginning on (the "Effective Date').
(ii) Section 4 of the Agreement is hereby amended by
deleting the last sentence in the first paragraph thereof and replacing it
with the following:
Within ten (10) days after the end of each calendar month,
MANAGEMENT shall deliver to CITY a written report of all
Gross Receipts for the preceding calendar month, on forms
approved by the CITY. This report shall be signed by
MANAGEMENT certifying to the accuracy of such Gross
Receipts. MANAGEMENT shall pay to CITY within ten (10)
days after the end of each calendar month, the guaranteed
minimum monthly payment and the percentage of the monthly
gross receipts due, for the preceding calendar month based upon
the Gross Receipts for the preceding calendar month.
(iii) Section 4 of the Agreement is hereby further amended by
adding the following language:
5a
MANAGEMENT agrees that, as provided for below, the
guaranteed minimum monthly payment shall be increa ed each
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year on the anniversary date of the Effective Date by ivo-percent
0/0) or by any increase during the prior year in the index known
as United States Bureau of Labor Statistics, Consumer Price
Index, All Urban Consumer, U.S. City Average, All Items Base
Index Year 1982-84=100 (hereinafter the Index and the "CPI'),
whichever is greater. Said adjustment shall be hereinafter
referred to as the CPI Escalation.
Commencing on the anniversary date of the Effective Date in
1997, and every year thereafter, during the term of the
Agreement, the minimum monthly payment shall be adjusted by
the CPI Escalation, and, subject to the next sentence, shall be
equal to (i) the minimum monthly payment in effect for the
month of December immediately preceding the applicable month
of January, plus (ii) the product of (a) that December's minimum
monthly payment, multiplied by (b) the "CPI Percentage" (as
defined below). In no event shall the amount of the minimum
monthly payment as adjusted pursuant to this Section be less
than the amount of the minimum monthly payment in effect for
the immediately preceding month of December. The adjusted
minimum monthly payment shall remain in effect until the next
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follows:
succeeding first day on January when a new adjusted minimum
monthly payment fixed pursuant to this Section becomes
effective.
The "CPI Percentage" shall equal the fraction (i) whose
numerator equals the total of (a) the monthly Index published
immediately prior to the applicable month of January, minus (b)
the monthly Index published immediately prior to January in
the immediately preceding calendar year, and (ii) whose
denominator is the same monthly Index for the immediately
preceding calendar year.
If the Index is discontinued with no successor Index, CITY shall
select a comparable index.
(iv) A new Section 4.1 is hereby added and provides as
4.1. SPECIAL. ASSESSMENTS AND TAXES
MANAGEMENT covenants and agrees to pay any and all
charges, taxes, or assessments, levied against the AREA and
improvements, personal property or operations thereon,
including, but not limited to, ad valorem taxes. The
MANAGEMENT further covenants and agrees to pay all of said
charges, taxes, or assessments, if any, lawfully assessed, on such
dates as they become due and payable.
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85b
(v) Section 5 of the Agreement is hereby amended by
substituting the title as follows and adding the following language:
CONCESSION OPERATIONS
The MANAGEMENT hereby agr e� s that t4k9 park concession
area shall be open for business byDent e 1, 1996. Thereafter,
MANAGEMENT shall operate the park concession area
continuously and uninterruptedly on the aforementioned days
during the hours required during 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 MANAGEMEN fails to open
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the concession area for business by D em in
that event, 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. WC,
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(vi) Section 8 of the Agreement is hereby deleted in its
entirety and replaced with the following:
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6-856
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SECURITY DEPOSIT AND CONSTR UC BOND
(A) SECURITY DEPOSIT. The MANAGEMENT shall
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concurrently with the etadment, deposit with
the CITY, a security deposit in the amount of $3,000.00 (the
"Security Deposit'). The Security Deposit shall be held by CITY ,
as guarantee for MANAGEMENT'S faithful performance and
observance of the Management Agreement terms, conditions, and
provisions, including without limitation, peaceful surrender of
possession of the Area to the CITY. The Security Deposit does
not constitute prepayment of the last month's rent or of rent for
any month during the term of this Management Agreement.
The MANAGEMENT waives irrevocable the benefit of any
provision of law that requires the Security Deposit to be held in
escrow or by a third party. The Security Deposit is deemed to be
the CITY'S property, and the CITY may commingle it with the
C17 Y'S own funds.
If the MANAGEMENT defaults on any of the terms, conditions,
or provisions of this Management Agreement, including but not
limited to the payment of rent, the CITY may apply or retain all
or part of the Security Deposit to the extent required to pay the
delinquent rent or to reimburse the CITY for all sums incurred
or expended because of MANAGEMENT'S default. If the CITY
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applies or retains arty part of the Security Deposit, the
MANAGEMENT shall deposit with the CITY an equal amount
to replace that which has been applied or retained so that the
CITY has a full deposit at all times during the term of this
Management Agreement. The replacement amount is payable on
the CITY'S demand.
If MANAGEMENT complies fully with all the terms, provisions,
covenants, and conditions of this Management Agreement, the
CITY shall return the Security Deposit to MANAGEMENT afte
MANAGEM N delive possession of the Area to the CITY. J �I
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(B) LE7yA TOF CREDIT. e MANAGEMENT shall,
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concurrently with the execution of this Amendment, furnish the
CITY with a letter of credit in the amount ofland
issued by a state or federal banking institution. The letter of
credit shall insure the faithful performance by MANAGEMENT
of all its construction obligations described in the buildingplans
submitted to the CITY for approval and permitted by Building
Permit #93-5020941. The letter of credit shall be in a form
acceptable to the City Attorney, and shall contain such terms
and conditions as may be required by the City Manager. The
letter of credit shall be terminated by the City Manager at such
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time as the construction is completed and the park concession
area is fully operational and open to the public.
(vii) Section 30 of the Agreement is hereby deleted in its
entirety and replaced with the following:
UTILITIES
MANAGEMENT, at its sole cost and expense, shall be
responsible for all utilities rendered or supplied upon or in
connection with the Area, including but not limited to,
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electricity, telephone, water, gas, sewage disposal, trash and
garbage removal, as well as all costs for installation of an lines
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{ and equipment necessary. MANAGEMENT shall be solely
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responsible for payment of all Stormwater Utility Fees and any
other charges, assessments, levies or fees imposed upon the Area.
2. Except as specifically modified herein, all of the conditions
of the Agreement shall remain in full force and effect.
` WITNESS THE DUE EXECUTION HEREOF as of the date first above
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written.
I Walter F. Foeman
City Clerk
CITY OF MIAMI, FLORIDA a
municipal corporation of the
State of Florida
Edward Marquez
City Manager
96-856
1.�
WITNESS:
Secretary
APPROVED AS TO FORM AND
CORRECTNESS:
A. Quinn Jones, III
City Attorney
Acknowledgment of Receipt of Security
Deposit and Letter of Credit
Eduardo Rodriguez, Director
Office of Asset Management
W035/JO Brkd
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Latin American Gourmet
Restaurant, Inc.
President
96-856