HomeMy WebLinkAboutR-92-0226E
a
J-92-269
4/2/92
RESOLUTION NO.
92--- 226
A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING
THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1
TO THE RESTAURANT AGREEMENT, IN SUBSTANTIALLY
THE ATTACHED FORM, WITH THE MIAMA RIVER
GROUP, INC., A FOR PROFIT CORPORATION, FOR
THE MANAGEMENT AND OPERATION OF BIJAN'S
RESTAURANT, LOCATED ON CITY -OWNED PROPERTY IN
FORT DALLAS PARK, MIAMI, FLORIDA, THEREBY
MODIFYING CERTAIN TERMS AND CONDITIONS OF
SAID AGREEMENT, AUTHORIZED PURSUANT TO
RESOLUTION NO. 88-50, ADOPTED JANUARY 14,
1988,
WHEREAS, the City Commission adopted Resolution No. 88-50 on
January 14, 1988, authorizing the City Manager to execute a
Restaurant Agreement (the "Agreement") with the Miama River
Group, Inc., a For Profit Corporation, for the management and
operation of Bijan's Restaurant, located on City -owned property
in Fort Dallas Park, Miami, Florida; and
WHEREAS, the City of Miami and the Miama River Group, Inc.
executed the Agreement on March 30, 1988 for an initial period of
ten years with two five-year renewal options; and
WHEREAS, certain financial issues have surfaced that were
neither anticipated nor intended during the formulation of the
Agreement; and
WHEREAS, the Miama River Group, Inc. has requested that
certain terms and conditions of the Agreement be renegotiated to
ensure the continued financial and operational viability of
Bijan's Restaurant; and
IL", IN C .J
CITY COMMISSION.
MEETING OF
APR 0 2 1992
Resolution No.
92- 226
J-92-269
4/2/92
RESOLUTION NO. 92r. 226
A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING
THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1
TO THE RESTAURANT AGREEMENT, IN SUBSTANTIALLY
THE ATTACHED FORM, WITH THE MIAMA RIVER
GROUP, INC., A FOR PROFIT CORPORATION, FOR
THE MANAGEMENT AND OPERATION OF BIJAN'S
RESTAURANT, LOCATED ON CITY -OWNED PROPERTY IN
FORT DALLAS PARK, MIAMI, FLORIDA, THEREBY
MODIFYING CERTAIN TERMS AND CONDITIONS OF
SAID AGREEMENT, AUTHORIZED PURSUANT TO
RESOLUTION NO. 88-50, ADOPTED JANUARY 14,
1988,
WHEREAS, the City Commission adopted Resolution No. 88-50 on
January 14, 1988, authorizing the City Manager to execute a
Restaurant Agreement (the "Agreement") with the Miama River
Group, Inc., a For Profit Corporation, for the management and
operation of Bijan's Restaurant, located on City -owned property
in Fort Dallas Park, Miami, Florida; and
WHEREAS, the City of Miami and the Miama River Group, Inc.
executed the Agreement on March 30, 1988 for an initial period of
ten years with two five-year renewal options; and
WHEREAS, certain financial issues have surfaced that were
neither anticipated nor intended during the formulation of the
Agreement; and
WHEREAS, the Miama River Group, Inc. has requested that
certain terms and conditions of the Agreement be renegotiated to
ensure the continued financial and operational viability of
Bijan's Restaurant; and
A CL 11
4E :ii. L+ iI 0 �ri
CITY COMMISSION
MEETING OF
APR 0 2 1992
Resolution No,
92-- 226
M
11
WHEREAS, it is in the best interest of the City to amend the
following Sections of the Agreement:
Section I.
Section IV.
Section V.
Section VI.
Section VII.
Section VIII.
Section XVI.
Section XVII.
Section XXVII.
Section XXVIII.
Definitions
Use of Areas
Consideration
Improvements
Maintenance
Operations
Insurance and Liability
Default
General Conditions
Interpretations;
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.
Section 2. The City Manager is hereby authorized to
execute Amendment No. 1 to the Restaurant Agreement, in
substantially the attached form, with the Miama River Group,
Inc., a For Profit Corporation, for the management and operation
of Bijan's Restaurant, located on City -owned property in Fort
Dallas Park, Miami, Florida, said amendment modifying certain
terms and conditions of the Agreement, authorized pursuant to
Resolution No. 88-50, adopted January 14, 1988.
Section 3. This Resolution shall become effective
immediately upon its adoption.
-2-
92- 226
PASSED AND ADOPTED this 2nd day of
ATTEST:
MATS HIRAI
CITY CLERK
PREPARED AND APPROVED BY:
HUMBERTO HERNANDEZ
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
A QU N,
CITY ATT
BSS:cs ;4
2876
III
-3-
XAVI
1992.
L . ) SUAREI , MAYOR
92- 226
q.
A
... ....... .. ..
AMENDMENT NO. 1
RESTAURANT AGREEMENT BETWEEN CITY OF MIAMI
AND
MIAMA RIVER GROUP, INC.
This Amendment No. 1 made this day of ,
1992, to an agreement dated March 30, 1988 (the "Agreement"), by
and between the City of Miami, a municipal corporation of the
State of Florida, hereinafter referred to as "CITY", and MIAMA
RIVER GROUP, INC., a Florida for profit corporation, hereinafter
referred to as "LICENSEE". '
RECITAL
WHEREAS, the CITY has executed the Agreement for the
management and operation of a restaurant on the City -owned
property known as Fort Dallas Park; and
WHEREAS, the Agreement was authorized by Resolution
No. 88-50 of the City Commission, adopted January 14, 1988; and
WHEREAS, certain modifications to the Agreement are required
in order to facilitate LICENSEE'S operation of the restaurant;
and
WHEREAS, the City Commission has, pursuant to Resolution
No. 92-226, adopted April 2, 1992, authorized the City Manager
to execute this Amendment No. 1 to the Agreement;
NOW, THEREFORE, CITY and LICENSEE, for the considerat_ons
hereinafter set forth, agree to amend the Agreement as follows:
1. Subsection J, entitled "Improvements", of Section I of
the Agreement, entitled "Definitions", and appearing on page four
(4) of the Agreement, is hereby relettered to L.
- 1 -
92= 226
U
2. A new definition, entitled "Manager" is hereby added as
Subsection M of Section I of the Agreement as follows:
Section I. DEFINITIIONS
M. 'Manager' shall mean the Property and Lease Manager
of the City of Miami, who shall have primary
responsibility for the administrative supervision
and monitoring of this Agreement, except where
otherwise indicated herein or as may be directed by
the CITY MANAGER.
3. Subsections G and Ii of Section IV of the Agreement
entitled "Use of Areas" are hereby amended to read as follows:
Section IV. USE OF AREAS
G. LICENSEE may conduct special activities and/or
programs within the Public Areas of the Park upon
the approval of the Director and the Manager, upon
payment of any additional consideration if so
required, and provided that no entry or admission
fee is charged to the public. Such request for
approval and authorization shall be made in writing
whenever practicable, and shall be submitted as
early as possible prior to the event, preferably
thirty (30) days in advance.
H. CITY may issue permits to Users for use of Public
Areas for activities, programs, and/or events as
prescribed in Sections 38-53, 38-54 and 38-55 of
the City Code, upon thirty (30) days advance notice
to LICENSEE. LICENSEE, Manager and Director shall
mutually agree with User or Permittee upon
consideration for use as the same may relate to
LICENSEE's obligations therefor, pursuant to this
Agreement.
4. Subsections A, B, C and E of Section V of the Agreement
entitled "Consideration" are hereby amended to read as follows:
Section V. CONSIDERATION
A. 1. Minimum Guarantee: Based upon Fair Market Rent
as established by two independent real estate
appraisers (whose appraisals are attached
hereto as Exhibit 1), LICENSEE shall pay to
LICENSOR as base consideration the minimum
- 2 -
92- 226
guaranteed amount of One Thousand Two Hundred
Dollars ($1,200) per month, payable each month
in advance, excluding applicable taxes which
are further detailed in paragraph C(5) of this
Section.
2. Percentage of Gross Receipts: LICENSEE shall
pay to the CITY the following percentage of
gross receipts, payable in accordance with
paragraph C(3) of this Section V:
Gross Receipts Percentage
$0
to
$ 500,000
5%
$500,001
to
$1,000,000
7%
$1,000,001
to
$1-,500,000
8%
$1,500,001
to
$2,000,000
9%
$2,000,001
and
over
10%
3. Adjustments to Minimum Guarantee: Should
LICENSEE exercise its option to extend this
Agreement beyond the initial ten (10) year
period, the Minimum Guarantee shall be adjusted
for each of the two five-year options by
establishing the Fair Market Rent, as
determined by two independent real estate
appraisers, whose fees shall be paid by the
LICENSEE within six months of each option. The
Minimum Guarantee, however, shall not be less
than One Thousand Two Hundred Dollars ($1,200)
per month under any circumstances during the
period covered by the two (2) five (5) year
options contemplated herein. Said Minimum
Guarantee shall be payable each month in
advance, excluding applicable taxes which are
further detailed in paragraph C(5) of this
Section. Such future payments shall be made in
complete compliance with all applicable
provisions herein, and shall be net, free and
clear of applicable taxes.
The LICENSEE shall comply with the Minimum
Guarantee as stated in Subsection A. 1. above
until such time in which the gross receipts
total an amount of Thirty Thousand Dollars
($30,000.00) per month. At such time, the
minimum guarantee will be adjusted to Two
Thousand Five Hundred Dollars ($2,500.00) per
month.
- 3 - 92
226
4. Credits and/or Adjustments Authorized by the
City:
The CITY MANAGER shall issue a credit against
LICENSEE'S outstanding Minimum Guarantee
payments in consideration for required
modifications to the two (2) independent
service structures (the canopies constructed of
pipe and canvas) as mandated by the Heritage
Conservation Board at its meeting of September
1988. The amount of such credit shall be
$15,000, which sum represents the cost of said
structures in excess of that originally
proposed by LICENSEE and accepted by CITY as
set forth in Exhibit II of this Agreement.
B. DEPOSIT:
LICENSEE shall provide to the CITY upon the
execution date of this Amendment a security deposit
in the amount of Seven Thousand Two Hundred Dollars
($7,200) which will be held throughout the term of
the Agreement as security (surety or performance
guarantee) for the faithful performance by LICENSEE
of all terms and conditions of the Agreement. The
form of said deposit may be cash, certified or
cashier's check, bond, letter of credit, or other
surety acceptable to the CITY in accordance with
applicable City Code provisions.
C. PAYMENT:
1. Payment Commencement Date:
Payments of rent shall commence and shall be
due beginning June 22, 1989 (the "Payment
Commencement Date") and shall further be due
for all subsequent monthly and annual periods
provided for in the Agreement from such date
and throughout the Agreement term, unless
otherwise provided herein.
2. The Minimum Guarantee shall be paid monthly, on
the 1st day of each month in advance for the
following month. Payments shall be made each
and every month thereafter during the term of
the Agreement, payable to the CITY and sent to
the Manager or designee, at the Department of
Lease Management, Dupont Plaza Center, 300
Biscayne Blvd. Way., Fourth Floor, Miami,
Florida, 33131 or any other address indicated
by the Manager.
- 4 - 92-- 226
3. Gross Receipts shall be calculated annually for
the preceding year which began with the Payment
Commencement Date thereafter and on each
anniversary of the Payment Commencement Date.
Adjustments as a result of the comparison of
changes in the percentages of Gross Receipts
contained herein, due the CITY or LICENSEE, as
a result of annual Gross Receipts versus the
minimum guarantee yearly shall be payable
forty-five (45) days after the end of the year
for which the percentage of Gross Receipts were
calculated.
Notwithstanding anything to the contrary which
may be contained herein, LICENSEE shall
calculate an approximate amount based on its
quarterly gross receipts and shall pay the
CITY, on the fifteenth date of the month
following the previous quarter, for the
percentages of Gross Receipts in excess of the
Minimum Guarantee already paid to the City.
Gross receipts shall be maintained, for
accounting purposes, in a segregated account
acceptable to the City Manager or designee,
which will be situated in a bank located within
the City of Miami, Florida. The percentage of
Gross Receipts shall be payable to the CITY at
the same address specified in paragraph C(2)
above for the minimum monthly guarantee.
E. RECORDS, REPORTS AND AUDITS
1. General: Upon execution of this Agreement, the
form of all records, reports and operating
controls are subject to the review and approval
of CITY'S Internal Auditor, whose further
recommendations shall be complied with by
LICENSEE upon request.
2. Records: LICENSEE agrees to prepare and
maintain throughout the Agreement term, true
and complete records and accounts of all gross
revenue for each month arising from, or
occurring by virtue of, the Restaurant
operating in or from the Park, in accordance
with generally acceptable accounting principles
which shall be consistently followed and
itemized as to each category of items which
LICENSEE has or holds in the Restaurant upon
which it pays a percentage of Gross Receipts
pursuant to this Agreement. Such records and
accounts shall include sales slips sequentially
- 5 -
92- 226
numbered, cash register tapes, bank statements,
and other such sales records which certify
LICENSEE's monthly reports and quarterly and
annual statements of gross revenue in
accordance with generally accepted accounting
standards. LICENSEE shall provide point of
sale machines or such other cash registers or
accounting control equipment deemed reasonably
necessary and approved by CITY MANAGER, or
designee for proper control of cash and
payments. LICENSEE shall further maintain
copies of all sales and tax returns covering
its operations in or from the Park, and any
other governmental tax or other return which
shows LICENSEE's sales therein.
3. Monthly Reports: LICENSEE shall submit on the
15th day of each month a report of Gross
Receipts for the previous month. If acceptable
to the CITY's Internal Auditor, the form of
this report shall be the monthly State of
Florida Sales and Use Tax Return. If directed
by City's Internal Auditor or the MANAGER,
LICENSEE shall submit such additional reports
as may be required. The form of such
additional reports shall have the prior
approval of the City Internal Auditor and may
require a statement of the Gross Receipts by
source of sale and/or an applicable Inventory
Report indicating the specific types of
products sold including food, alcoholic and
nonalcoholic beverage sales. Every third
month, such report shall be accompanied by
LICENSEE's quarterly payment of the applicable
percentage of Gross Receipts for the preceding
quarter.
4. Annual Reports: Within forty five (45) days
after the anniversary of the execution date for
each twelve (12) month period of this
Agreement, LICENSEE shall submit to CITY
MANAGER, or designee, a statement prepared and
certified by an independent Certified Public
Accountant (CPA) showing gross revenues for the
preceding year. The CPA's services shall be
provided at LICENSEE's own cost and expense.
Said accountant shall certify his complete
examination of all books, records of accounts,
State sales and Federal Income tax returns of
LICENSEE. Such statement shall accompany
LICENSEE's payment of any adjustment to the
applicable percentage of Gross Receipts for the
same twelve (12) month period.
- 6 - 92.- 226
5. Audits: Upon the date LICENSEE obtains
building permits for improvements, LICENSEE
shall furnish a letter to CITY MANAGER, or
designee, from an independent CPA which
establishes that LICENSEE's internal controls
are adequate to safeguard its assets and
properly reconcile accounting transactions.
The CITY MANAGER reserves the right to audit
the records of LICENSEE at any time during the
Agreement term and for a period of up to three
(3) years upon expiration of the Agreement.
5. Subsections D and J are hereby amended and Subsections
K, L and M of Section VI entitled "Improvements" are hereby added
as follows: '
SECTION VI.
D. APPROVALS:
IMPROVEMENTS
LICENSEE agrees that no improvements may be
undertaken in or upon any area of the PARK unless
the plans and specifications:
1. Are in conformance with the attached Exhibit II
entitled "Renovation and Capital Improvement
Proposal" or with the approved Master Plan as
provided in Subsection VI.M. hereof, and
2. Are first submitted to the Director and
Manager, for presentation and review by all
Departments and Offices with jurisdiction, and
J. FUTURE IMPROVEMENTS
Should LICENSEE at any time during the term of this
Agreement, desire to construct or install
additional improvements beyond those stipulated and
detailed in Exhibit II, the conditions and
requirements of this Section V shall apply,
including, without limitation, those stipulated in
Subsections K, L and M hereof.
K. UNAUTHORIZED CONSTRUCTION
LICENSEE acknowledges that the removal of
landscaping and construction of wooden steps
between the River Parc Hotel pool deck and the Ft.
Dallas Park Promenade in the Public Areas of the
PARK, and the construction of two (2) thatch and
Cypress Wood structures called "Chickee Huts" in
the Additional Service Area of the PARK, were all
- 7 -
92-- 226
performed without authorization by the CITY and in
a manner inconsistent with this agreement. CITY
acknowledges LICENSEE's claim that such structures
and/or alterations were deemed necessary
improvements for the proper functioning of the
RESTAURANT. CITY, therefore, shall permit said
structures and/or alterations to remain on the
AREAS, subject to the following conditions:
1. That "Chickee Huts" be provided with a fire
_ protection system in accordance with CITY Fire
Code requirements and are approved by the
appropriate Fire Department Officials.
2. That all required and necessary permits and/or
approvals are obtained "after the fact" for all
aspects of said unauthorized construction, in
accordance with the terms of this Agreement.
3. That the "Chickee Huts" shall not be repaired
in any manner which would extend the normal
life of said structures, estimated to be five
(5) years from date of construction (January
1989). Unless otherwise authorized by all
affected City and other governmental entities
with jurisdiction, as provided herein, at the
end of the f ive ( 5 ) years, that is, in January
1994, said "Chickee Huts" shall be completely
removed.
4. Said structures and/or alterations shall not be
replaced nor modified without the specific
written authorization of the CITY MANAGER or
designee, in the manner prescribed herein. Any
replacement of or modification to said
unauthorized structures and/or alterations must
be in compliance with terms of this Agreement,
including those prescribed in Subsection M of
this Section. In the event that such
authorization is not granted, then within sixty
(60) days of receipt of such notification,
LICENSEE shall remove all such unauthorized
structures and/or alterations and shall restore
the affected areas to the same or better
condition in which they were found prior to the
unauthorized construction.
L. ADDITIONAL IMPROVEMENTS TO PUBLIC AREAS
After the CITY's receipt of approval from the State
Department of Natural Resources, Division of State
Lands, CITY MANAGER may permit LICENSEE to
construct additional improvements to the PUBLIC
AREAS, specifically, the construction of a dock
92- 226
�1
along the river, subject to LICENSEE'S compliance
with the following:
1. LICENSEE shall construct such improvements in
strict compliance with all applicable
provisions of this Section and this Agreement,
including, without limitation, the requirements
that the plans for said improvements be in
conformance with the Master Plan and be
submitted for prior review and approval by all.
affected City agencies, that said improvements
(and plans for same) receive approval from the
City Manager, and that all necessary permits be
issued prior to construction. Construction may
not commence unless all pre -construction
requirements have been fully met and evidence
of same is presented to the City Manager.
2. Ownership of said improvements shall vest with
the CITY upon their completion and the general
public shall have full access to this area and
use of said improvements.
3. Prior to construction, LICENSEE shall obtain
liability insurance coverage for said
improvements, with the CITY as an additional
insured. Such liability insurance coverage
shall be in a form acceptable to the CITY's
Insurance Coordinator, and shall be maintained
by LICENSEE throughout the term of this
Agreement.
4. LICENSEE shall maintain all such improvements
in the manner prescribed herein at its own cost
and expense throughout the term of this
Agreement and any extensions hereof.
The City Manager may authorize LICENSEE to make
additional improvements to said PUBLIC AREAS,
including the Riverwalk, on condition that such
improvements enhance the public benefit and are
conducted in strict compliance with the
provisions set forth in this Agreement and
Amendment(s) hereto, including the provisions
for ownership and for compliance with the
Master Plan as prescribed in Subsection VI.M.
M. MASTER PLAN FOR PROPOSED AND EXISTING IMPROVEMENTS
Prior to June 30, 1992, LICENSEE shall meet with
representatives of affected CITY departments
(including, without limitation, Fire, Planning,
Building and Zoning, Public Works, Parks and
Recreation) and the Historic and Environmental
- 9 -
92-- 226
ma's
i
j
i
Preservation Board (formerly the Heritage
Conservation Board, now and throughout) to obtain
_ input as to the design and construction any and all
proposed improvements to the PARK, including any
structures and/or alterations intended to replace
the unauthorized construction.
Based upon such input, LICENSEE shall, along with
appropriate design professionals hired by LICENSEE
at its sole cost and expense, prepare a Master Plan
for all such improvements, including, at minimum,
these specific elements: modification or
restoration of the Promenade area where wooden
steps were constructed without City authorization;
modification, removal or replacement of the
unauthorized "Chickee Huts"; the construction of
any additional structures within the PARK intended
to provide covering for restaurant seating or for
other purposes; the proposed dock along the seawall
of the Riverwalk; the construction of a structure
around the trash dumpster; fencing; signage; added
lighting. Said Master Plan shall be sufficiently
detailed so as to clearly indicate the character,
style, size, location, and construction materials
of each improvement. Said Master Plan shall be
accompanied by a time schedule for the construction
of the proposed improvements.
LICENSEE shall then submit the Master Plan to
MANAGER and DIRECTOR for approvals pursuant to
Section VI.D. herein. In the case that LICENSEE
proposes in the Master Plan to rebuild or replace
the existing unauthorized "Chickee Huts" with
identical structures, LICENSEE shall then also
provide an additional plan showing replacement
structures of an alternative design and
construction. The design of any replacement
structures for the "Chickee Huts" shall be subject
to the approval of the Historic and Environmental
Preservation Board and the CITY MANAGER.
The Master Plan and schedule shall be updated every
five (5) years subsequent to June 30, 1992, or
LICENSEE shall advise MANAGER in writing on or
before that date that there are no modifications
contemplated to the currently effective Master
Plan. No improvements will be authorized by City
that are not in conformance with the current Master
Plan.
- 10 -
92-- 226
W
6. In Subsections E, G and H of Section VII, entitled
"MAINTENANCE" and in Subsections B and C of Section VIII,
entitled "OPERATIONS", the word "Director" is hereby deleted and
the word "Manager" is hereby inserted in its place.
7. Subsections E, H and K of Section VIII, entitled
"OPERATIONS" are hereby amended to read as follows:
SECTION VIII OPERATIONS
E. MENUS AND PRICES
I. LICENSEE shall prepare, offer for sale and
serve to the public a variety of food and
beverage items suitable for the type Restaurant
described in paragraph III hereof, and shall
feature fresh seafood daily, fine poultry and
pasta, top choice meats, hot and cold hors
d'oeuvres, and full service bar.
2. Menu prices are permitted to fluctuate with
wholesale market costs and the Consumer Price
Index, however, prices shall remain within the
moderate price ranges competitive with other
downtown Miami restaurants.
3. Printed menus (with prices) shall be available
and utilized during all operating hours of the
Restaurant and shall be submitted to the
Director prior to their effective date to
ensure compliance with these herein provisions.
H. ALCOHOLIC BEVERAGES
Wine, beer and other alcoholic beverages are to be
offered for sale to the extent permitted by
applicable state and local laws and subject to
regulations established by the City Manager or the
CITY. The City Commission, City Manager, Manager,
or Director retain the right to restrict, limit
and/or prohibit such sales for a reasonable period
of time when deemed in the City's best interest.
LICENSEE shall provide, at its sole cost and
expense, all liability insurance, licences and
permits required for the legal sale of alcoholic
beverages and shall maintain and renew same in a
timely fashion throughout the Agreement term.
-
92- 226
VA
K. ENTERTAINMENT
LICENSEE may offer live entertainment in the
Restaurant Areas during dinner and happy hours, and
at other such times during the operating hours of
the Restaurant. Other special attractions may be
so offered in the Restaurant Areas or Additional
Service Area upon approval of the Manager.
8. Subsection E of Section XVI, entitled "INSURANCE AND
LIABILITY" is hereby amended to read as follows:
SECTION XVI INSURANCE AND LIABILITY
E. COMPANIES WRITING COVERAGE
Unless otherwise accepted by the City's Insurance
Manager, all insurance policies required must be
written by a company or companies rated at least
"B" as to management and at least "Class V" as to
financial strength in the latest edition of the
A.M. Best's Insurance Guide, published by Alfred M.
Best Co., Inc., Ambest Road, Oldwick, N. J., 08858.
Or acceptance of Insurance Company which holds a
valid Florida Certificate of authority issued by
the State of Florida, Department of Insurance, and
are members of the Florida guaranty fund.
9. Subsection A of Section XVII, entitled "DEFAULT" is
hereby amended to read as follows:
SECTION VXII DEFAULT
A. The City Manager or designee may give the LICENSEE
written notice of such default. If the LICENSEE
does not cure said default within thirty (30) days
in the event of nonmonetary default and within
seven (7) days in the event of a monetary default
after written notice was given, or make reasonable
progress to cure said default, LICENSOR may
terminate the Licence Agreement, assume the
operation of the Restaurant, and exclude the
LICENSEE from the AREAS, and/or LICENSOR may
recover at law and through the Security Deposit
any and all claims which may be due the LICENSOR;
and/or
- 12 - 92-- 226
10. Subsection F is hereby added to Section XXVII, entitled
"GENERAL CONDITIONS" to read as follows:
Section XXVII. GENERAL CONDITIONS
F. Force Majeure: The term for the LICENSEE's
performance of its obligations under the
Agreement, and any amendments, may be (extendable)
deemed extended by the amount of time lost
resulting from or directly caused by events such
as, acts of God, strikes or labor disputes,
unavailability of building materials or services,
hurricanes, floods, natural disasters, fire or
other casualty, national or labor restrictions by
governmental authority, civil commotion or riots,
war or warlike operations, governmental action or
control, and any cause not within the control of
the parties. The LICENSEE hereto may give advance
or retroactive written notice including sufficient
justification to the City Manager of such Force
Majeure event.
In any event of Force Majeure as defined above
and notified in advance or retroactively in writing
to the City Manager, LICENSEE may be excused from
the performance of any term, condition and
covenant of the Agreement, and any amendment,
contained herein as may be specifically approved by
the City Manager, including the payment of
consideration to the CITY in full or in part.
11. In Section XXVIII, entitled "INTERPRETATIONS" the word
"Director" is hereby deleted and the word "Manager" is hereby
inserted in its place.
12. The Agreement entered into between CITY and LICENSEE
dated March 30, 1988, shall remain in full force and effect and
shall not be deemed to be modified except as modified
hereinabove.
- 13 -
22
10. Subsection F is hereby added to Section XXVII, entitled
"GENERAL CONDITIONS" to read as follows:
Section XXVII. GENERAL CONDITIONS
F. Force Majeure: The term for the LICENSEE's
performance of its obligations under the
Agreement, and any amendments, may be (extendable)
deemed extended by the amount of time lost
resulting from or directly caused by events such
as, acts of God, strikes or labor disputes,
unavailability of building materials or services,
hurricanes, floods, natural disasters, fire or
other casualty, national or labor restrictions by
governmental authority, civil commotion or riots,
war or warlike operations, governmental action or
control, and any cause not within the control of
the parties. The LICENSEE hereto may give advance
or retroactive written notice including sufficient
justification to the City Manager of such Force
Majeure event.
In any event of Force Majeure as defined above
and notified in advance or retroactively in writing
to the City Manager, LICENSEE may be excused from
the performance of any term, condition and
covenant of the Agreement, and any amendment,
contained herein as may be specifically approved by
the City Manager, including the payment of
consideration to the CITY in full or in part.
11. In Section XXVIII, entitled "INTERPRETATIONS" the word
"Director" is hereby deleted and the word "Manager" is hereby
inserted in its place.
12. The Agreement entered into between CITY and LICENSEE
dated March 30, 1988, shall remain in full force and effect and
shall not be deemed to be modified except as modified
hereinabove.
- 13 - r� 226
IN WITNESS WHEREOF the parties hereto have, through their
proper corporate officials, executed this Amendment No. 1, the
day and year first above written.
ATTEST:
City Clerk
ATTEST:
Corporate Secretary
Federal Employer I.D. Number:
APPROVED AS TO CONTENT:
Director, Parks and
Recreation Department
APPROVED AS TO FORM AND
CORRECTNESS:
A. Quinn Jones, III,
City Attorney
HOH:csk:M331
THE CITY OF MIAMI, a municipal
corporation of the State of
Florida
By:
Cesar H. Odio, City Manager
LICENSEE: Miama River Group, Inc.
a Florida for -profit Corporation
Bijan Nahkjavan, President
CORPORATE SEAL
Property and Lease Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Segundo Perez, Insurance Manager
- 14 -
92- 226
I CORPORATE RESOLUTION
WHEREAS, the Board of Directors of Miama River Group, Inc.
has examined the terms, conditions and obligations of the
proposed amendment of its contract dated March 30, 1988 with the
City of Miami concerning restaurant operations at Fort Dallas
Park; and
WHEREAS, the Board of Directors, at a duly held corporate
meeting, has considered the matter in accordance with the bylaws
of the corporation:
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
Miama River Group, Inc. that the President and Secretary are
hereby authorized and instructed to enter into an Amendment to
the contract dated March 30, 1988, in the name of, and on behalf
of this corporation, with the City of Miami concerning restaurant
operations at Fort Dallas Park, in accordance with the contract
amendment documents furnished by the City of Miami, and for the
price and upon the terms and conditions contained in the proposed
contract amendment submitted by the City of Miami.
IN WITNESS WHEREOF, this day of , 1992.
ATTEST: Chairperson
Miama River Group, Inc.
By
Corporate Secretary Chairperson
(SEAL)
- 15 -
92- 226
41; CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
v
Im
TO: Honorable Mayor. and Members DATE
of the City Commission
MAR 2 r IN?
FILE
SUBJECT Resolution Authorizing
Amendment to the Restaurant
Agreement with Miama River
GROM Cesar H. Odi REFERENCES. Group, Inc., Commonly known
City Manager as Bijan's
ENCLOSURES For City Commission Meeting
of April 2, 1992
It is respectfully recommended that the City Commission adopt the
attached Resolution authorizing the City Manager to execute an
Amendment to the Restaurant Agreement with the Miama River Group,
Inc., commonly known as Bijan's.
The Department of Development, Property and Lease Management
Division, with the assistance of the Parks and Recreation
Department, reviewed the request to amend the Restaurant
Agreement with the Miama River Group, Inc. The restaurant
located in the Fort Dallas Park is a for profit Corporation which
executed a Restaurant Agreement with the City of Miami on March
30, 1988 for a an initial period of ten (10) years with two 5
year options. Certain financial, improvement and circumstantial
issues have surfaced that were neither anticipated nor intended
in said Restaurant Agreement and which demand an amendment to the
same in order to ensure the continued financial and operational
viability of Bijan's Restaurant.
The following are the Sections in the Restaurant Agreement
affected by the amendment:
I.
Definitions
IV
Use of Areas
V.
Consideration
VI.
Improvements
VII.
Maintenance
VIII.
Operations
XVI.
Insurance and Liability
XVII.
Default
XXVII.
General Conditions
XXVIII.
Interpretations
The most significant and substantial changes to the Restaurant
Agreement are in Section V, Consideration, as follows:
The Minimum Guarantee is lowered from $2,500 to $1,200 per month
based of Fair Market Rent established by two independent real
estate appraisers. 9 2_ 226
26 , _�
It
Cesar H. odio
City Manager
Page 2
The Percentage of Gross Receipts' requirement is increased to 5%
of gross receipts from 0 to $500,000, up from zero percentage
requirement.
Adjustments are made to the Minimum Guarantee required for the
first and second renewal options pursuant to Fair Market Rent
established at the time options are exercised, but never to be
below the new Minimum Guarantee.
A $15,000 credit is granted due to improvement requirement placed
on Miama River Group, Inc., by the Heritage Conservation Board on
September, 1988.
The security deposit is lowered from $15,000 to $7,200, half a
year of the new Minimum Guarantee.
Finally, the Payment Commencement Date is changed from the date
of execution, to the month in the year when the Restaurant opened
for business (June 22, 1989).
Attached:
Proposed Resolution
,:P-
�r
�r
�T
92- 226