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HomeMy WebLinkAboutR-89-0812r 4-89-668 9/14/89 RE9 tkVtCN NO. 89� ii A MXX=C)N, WITH ATMCHME W, XYTWRIZING AN AMMIMENT TO SECTICN 19, "PARKING," OF THAT CERTAIN CONCESSICxN AGRN3tsMMff DAM SEER 25, 1979, BETWEEN THE CITY OF MIAMI AND JERKY'S, INC., AS AMENDED, (THE "A 1T"), ASSIGNED BY JERKY'S, INC. TO TERREMARK AT DINNER KEY, INC., ON NINEMBER 26, 1986, SAID ASSIGNMENT' BEING APPROVED BY THE CITY OF MIAMI PURSUkHTl' 10 THAT CERTAIN CONSENT TO ASSIGMMENT DATED P1dV6ER 26, 1986, TO DELETE AND REPLACE EXHIBIT C OF THE AGREEMENT WITH A NEW EXHIBIT C-1 AS ATTACHED HEtEM; FURTHER AUTHORIZING THE CITY MANAGER TO RFDESIGNATB THE AREA IDENTIFIED IN THE ATTACHED EXHIBIT C-1 AS THE PARKING AREA TO BE PRWIDED BY THE CITY AND IMPROVED BY THE TEWU PURSUANT TO THAT CERTAIN LEASE AIGREEM M DATED SUMMER 20, 1985 BETWEEN THE CITY OF MIAMI AND BkYSHIORE PROPERTIES, INC. ASSIGNED BY BAYSHORE PROPERTIES, INC. TO GRUVE MARINA MARKET, LTD. ON MARCH 16, 19860, SAID ASSIQMV BEING APPROVED BY THE CITY OF MIAMI PURSUANT TO THAT CERTAIN CONSENr DATED MARCH 13, 1986. WHEREAS, on September 25, 1979, a Concession Agreement between the City of Miami and Jerry's, Inc. was executed for the operation of the restaurant and concession stand at the Coconut Grove Exhibition Center; and WHEREAS, the City Commission authorized the City Manager to execute a Consent to Assignment of the above Concession Agreement from Jerry's, Inc. to Terremark at Dinner Key, Inc., and also authorized Amendment #1 to the referenced agreement pursuant to Resolution No. 86-772 adopted November 26, 1986; and WHEREAS, the referenced Agreement in Section 19, Parking, delineated, by Exhibit C thereto, a parking area for the exclusive use of Terremark at Dinner Key, Inc., its patrons or employees; and WHEREAS, the City and Terremark at Dinner Key, Inc., have agreed that the parking area identified in Exhibit C can be replaced by the parking area identified in Exhibit C-1 as attached hereto, portions, as identified therein, for the exclusive use of Terremark at Dinner Key, Inc., and the balance for the use of the general public; and WHEREAS, on September 20, 1985 a certain Lease Agreement between the City of Miami and Bayshore Properties, Inc. was executed for the redevelopment and utilization of two adjoining parcels of City owned property known as the ATTACHMENTS CONTAINED CITY COMMISSION MEETING OF SEP 14 1989 RESOLUTION No. S97-812 REMARKS: ec11 ..P ert�rand the Mii r_.P - etWf in gerneral accord with the DinnerttV "ter Plan; and WgE2W# the City CyMdasion authorised the City Manager to execute a, Consent to the assignment of the Lease Agreement elated September 20, 1985 from Sayshore Properties, Inc. to Grave Marina Market, Ltd., said Consent being executed March 13, 1986; and WHEREAS, Bayshore Properties, Inc. assigned said Lease Agreement to Grove Marina Market, Ltd., pursuant to a General Assignment dated March 16, 1986; and WHEREAS, the City of Miami desires a redesignation of the parking area that has been identified in Section 11 of the Lease Agreement and described in Exhibit C thereto, and Grove Marina Market, Ltd. has consented to said redesignation as shown in and identified in Exhibit C-1 attached hereto; and WHEREAS, Grove Marina Market, Ltd. will redevelop said redesignated parking area pursuant to the requirements identified in Section 6 of said Lease Agreement; NOW, THERWORE, BE IT RE90LVED BY THE OOMMISSICN OF THE CITY OF MIAMI, FIARIDA: 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 is hereby authorized to enter into an Amendment to Section 19, Parking, of that certain Concession Agreement dated September 25, 1979, between the City of Miami and Jerry's, Inc., as amended, (the "Agreement"), assigned by Jerry's, Inc. to Terremark at Dinner Key, Inc., on November 26, 1986, said assignment having been approved by the City Commission pursuant to that certain Consent to Assignment dated November 26, 1986, whereby Exhibit C of the Concession Agreement shall be deleted therefrom and replaced by a new Exhibit C-1, said Exhibit C-1 being attached hereto. Section 3. The City Manager is hereby authorized to redesignate the area identified in a portion of Exhibit C-1 (referred to in Section 2 hereof) as the parking area to be provided by the City and improved by the tenant pursuant to the provisions of that certain Lease Agreement dated September 20, i This ,rxfnent executed this ray Of 1969, to an Agrtement dated September 25, 1979 between the City of Miami and Jerry's, Ind. as amended by Amendment No. 10, dated November 26, 1986 (hereinafter referred to as the Agreement) entered into by and between the CITY OF MIAMI# a municipal corporation of the State of Florida (hereinafter referrer] to as CITY) and TMW MM AT DINNER KEY, INC., a Florida corporation, as the Assignee of that certain Agreement dated September 25, 1979 and assigned to Terremark at Dinner Key, Inc., on or about November 26, 1986, (hereinafter referred to as OONCESSIONAIRE): In consideration of the mutual covenants hereinafter set forth and in consideration of other valuable considerations the parties covenant and agree as follows: A. That Section 19 of the Agreement entitled Parking shall be amended by the replacement of Exhibit C with a new Exhibit C-1, both of which are attached hereto. ' r IT IS FOOHM THW ALL THE TWO AND 00ND ONS QMM THE AL1aMW SHALL R@IAM IN FULL FOHCB AND EFFF C/CT WITMM M=PICMON E 'P ID THE EKTMr M DIFUD HERSIN. IN WONESS WHEREOF, the parties hereto have caused this instrument to be E 8940M t, k _ f byLye the r Yew tint 4 4• f {.M. o MINU } ration of the atme of �1 MIMI TIE 19JUNAM I aw CUM f Mt Terreffin t at Dinner may, Inc. a Florida for profit corporation as Assigns of the Agreement By6. w Manuel A. Diaz, Senior Vice President & Corporate Secretary APPFDM AS TO INSURANCE APPROW® AS TO FORM AND { RBDULREME5: CDRRECZNBSS: Segundo Perez Jorge L. Fernandez Insurance Coordinator City Attorney M 1: 5' r r WEEEMS, this Agreement is made and entered into this day of 1989 by and between GROVE MARINA HARM, LTD., (hereinafter referred to as "INDEMNITOR or GROVE MARINA HARM, LTD."), and the CITY OF MIAMI, a Florida municipal corporation (hereinafter referred to as "INDEMNITEE or CITY*), which parties hereby stipulate and agree as follows: WEEMS, in consideration of the grant of this agreement, one (t1.00) dollar, and other good and valuable consideration, independently and specifically exchanged for the grant of this Indemnity, the parties do hereby affirm the oovenants and stipulations contained herein; and, -� -----�- - ' I WHEREAS, for purposes of this agreement, the INDEMNITOR is the successor in interest and assignee of those certain premises described in the Lease Agreements between the CITY and Bayshore Properties, Inc., dated September 20, 1988 which was assigned by Bayshore Properties, Inc. to Grove Marina Market, Ltd. on March 16, 1986, said Assignment having been approved by the City Commission on March 13, 1986; and WHEREAS, INDEMNITOR has consented to the redesignation of a parking area granted to it, pursuant to the above referenced Agreement, to a parking area which is immediately adjacent to the CITY owned Coconut Grove Exhibition Center; and WHEREAS, INDEMNITOR will fulfill its obligation to improve the newly designated parking area pursuant to the requirements of the above referenced Agreement; and WHEREAS, the INDEMNITOR, by way of the Agreement will additionally expend an amount not less than $400,000.00 to reconfigure, rebuild, expand and modernize the parking area serving both the restaurant, formerly known as J.P.'s in the Grove, and the Coconut Grove Exhibition Center, and which area is identified on Exhibit C-1 hereto, which will greatly enhance parking availability for both facilities; and 89-812 Wi nng , the CITY and the 111MMhe, agreed th at hat the = Amendment is beneficial for the community to have the INDEMNITOR undertake its duty to provide parking improvements in this area: NOW, THEREFORE: 1. The- recitals contained in the preamble to this agreement are incorporated by reference herein. 2. The indemnification agreement dated October 13, 1987 between Terremark, Ina. and the City of Miami is hereby incorporated by reference. 3. INDEMNITOR hereby agrees to indemnify, save and hold harmless CITY, its officials and/or employees, from and against any and all administrative, legal, equitable protests, dispute resolutions, arbitration proceedings, claims, actions, causes of actions, suits, demands, liabilities, losses, expenses, costs, payments, ex delicto, ex oontraotu, penal, civil, or in any other manner directly resulting from, arising out of, or accruing by virtue of the relocation of the parking spaces and parking improvements as referenced herein and/or the execution of any amendment or agreement between the parties providing for such relocation and improvements. INDEMNITOR shall, at its own cost and expenses, for and on account of CITY, through counsel of its own selection, defend and represent the CITY, its officials and/or employees, from and against any and all such protests, administrative proceedings, actions, causes of action, suits, claims and demands and shall pay (or conversely, appeal and comply with the decision of any appellate court) any and all judgments, damages, costs, fees (attorney's, appellate and investigatory, or the like) which may be issued or rendered therein. If INDEMNITOR fails to fully and faithfully perform each and every condition and stipulation herein, CITY shall be entitled to oanoel the Contract referred to herein with INDEMNITOR in the manner provided by the Contract documents. IN WITNESS WHEREOF, the parties hereto have caused this -2- 89-812 _ 5 z, tea tsgk mmaftthd bv thA ro 1` 1 � 5 tee' CITY OF MIAMI. FLORIDA I INTER -OFFICE MEMORANDUM TO Honorable Mayor and Members DATE of the City Commission SUBJECT Resolution Authorizing Execution of Amendment #2 to Concession Agreement assigned to FROM REFERENCES Terremark at Dinner Cesar H. Odio Key Inc. City Manager ENCLOSURES RECOMMENDATION It is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute Amendment #2 to that certain concession agreement dated September 25, 1979 between the City of Miami and Jerry's Inc., amended and assigned on November 26, 1986 to Terremark at Dinner Key Inc., whereby the parking area, known as Exhibit C, is to be redesignated and to be known as Exhibit C-1. BACKGROUND The General Services Administration Department, in conjunction with the Department of Conferences and Conventions has worked with Terremark at Dinner Key Inc., (Terremark) in order to find solutions to the parking needs. Terremark now has exclusive parking rights by virtue of that certain Concession Agreement dated September 25, 1979, to an area designated as Exhibit C for the restaurant (Havana Clipper) patrons. It would be advantageous for the City and for Terremark, in order to avoid parking congestion in the Coconut Grove Exhibition Center, for Terremark's exclusive parking to be reconfigured. The proposed amendment would accomplish this reconfiguration with a new parking exhibit to be known as Exhibit C-1. Additionally, Grove Marina Market Ltd. (a Terremark Company), AKA Monty Trainer's Restaurant, has non-exclusive rights to a parking site in the Dinner Key area as designated by the City by that certain Lease Agreement dated September 20, 1985. That site presently is a more or less triangular property on the northeast intersection of Pan American Drive and South Bayshore Drive. Pursuant to the Grove Marina Market lease agreement, $400,000 must be spent in parking improvements to the parking site as s designated by the City, in order to receive a rent credit dollar for dollar over a ten year period. However, Grove Marina Market may opt, not to spend this money and would not be entitled to the rent credit. i[r t ' 4A F S Y' k,• � F # � t� .i � �,a• Y^ 'fi:C�'CS�, 2+�-.�"` 'y"#pY'YtY _ } 6 3,3,�"a+i F L .Y ' , ,e The City wishes to improve and reconfigure the 9 harking lot for the Exhibition Center and wishes not to lose the $400,000 in parking improvements to be made by Grove Marina Market. Furthermore, the City wishes to gain full control of the site on the northeast intersection of Pan American Drive and South Sayshore Drive, in connection with the ASTA Convention. It is therefore, considered advantageous to the City for Terremark to improve the parking area to be known as Exhibit C-1 by executing Amendment #2 to that certain Concession Agreement and to redesignate the parking area identified in the Grove Marina Market lease agreement for improvements. kp 1 i _ x" M�. - .''a�y°6.( �. 3 � t „�'�.'..'� rf� i+-: � 4 i 7 •y �` �'` � ` °�.'Xy f. r ,� 4�S r �j t :.. `�:'. �� . �,.s p i^�� i �,'%�^e tiO4 .' Sys` � n t,r,ta"is ck.. ra 4"t• iW .t,. t=ih.