HomeMy WebLinkAboutR-86-0772J-86-819
RESOLUTION NO. 72f
A RESOLUTION AUTHORIZING THE ASSIGNMENT
OF THE AGREEMENT DATED SEPTEMBER 25,
1979, BETWEEN THE CITY OF MIAMI AND
JERRY'S, INC., (ASSIGNOR), TO TERREMARR
AT DINNER KEY, INC., (ASSIGNEE), PURSUANT
TO SECTION 31 OF THE REFERENCED
AGREEMENT, SUBJECT TO THE CITY REACHING A
SATISFACTORY RESOLUTION WITH JERRY'S
INC., REGARDING ANY OUTSTANDING AMOUNTS
DUE THE CITY FOR ANY AND ALL PERIODS
ENDING PRIOR TO AND INCLUDING SEPTEMBER
30, 1986� AND SUBJECT TO THE SIMULTANEOUS
SUBMITTAL BY THE ASSIGNEE OF A SEPARATE
LETTER AGREEMENT FROM ASSIGNEE, IN WHICH
ASSIGNEE ACKNOWLEDGES THAT THE COCONUT
= GROVE EXHIBITION CENTER WILL BE EXPANDED
AND THAT CERTAIN ACTIVITIES OCCURRING DUE
TO THE EXPANSION SHALL BE INCONVENIENT TO
THE ASSIGNEE, HENCE ASSIGNEE SPECIFICALLY
WILL. NOT MAKE ANY CLAIMS FOR DAMAGES DUE
TO BUSINESS INTERRUPTIONS, LOSS OF
PROFIT, DISRUPTION OF QUIET ENJOYMENT, OR
REIMBURSEMENT IN ANY MANNER DUE TO ANY
DISRUPTION OF BUSINESS BY REASON OF
RENOVATIONS, ALTERATIONS, OR EXPANSION
-
CONDUCTED BY THE CITY AT THE SITE OF THE
COCONUT GROVE EXHIBITION CENTER; FURTHER
PROVIDED THAT, IN THE EVENT THE EXPANSION
AND/OR RENOVATIONS OF SAID CENTER RESULTS
IN THE CESSATION OF ASSIGNEE'S
OPERATIONS, THE ASSIGNEE SHALL NOT BE
REQUIRED TO MAKE PAYMENTS HEREUNDER
DURING THE PERIOD OF SUCH CESSATION;
FURTHER AUTHORIZING AN AMENDMENT TO
DELETE SECTION 32 OF THE REFERENCED
AGREEMENT IN ITS ENTIRETY; FURTHER
AUTHORIZING AN AMENDMENT TO SECTION 1 OF
_
THE REFERENCED AGREEMENT TO EXPIRE ON
SEPTEMBER 30, 2004, AND FOR TERREMARR AT
DINNER KEY, INC., TO SPEND IN EXCESS OF,
AND IN NO CASE LESS THAN $750,000 ON
IMPROVEMENTS TO THE PREMISES AS DESCRIBED
IN EXHIBITS "A", "B" AND "C", AFTER
OCTOBER 1, 1986 AND BEFORE SEPTEMBER 30,
2004; FURTHER AUTHORIZING AN AMENDMENT TO
SECTION 26 OF THE REFERENCED AGREEMENT
REQUIRING THE CITY TO MAINTAIN FIRE AND
EXTENDED COVERAGE INSURANCE ON THE
COCONUT GROVE EXHIBITION CENTER AND
GRANTING CONCESSIONAIRE THE RIGHT TO
REPAIR AND RESTORE THE PREMISES IN THE
EVENT OF FIRE OR OTHER CASUALTY UNDER
CERTAIN CONDITIONS; FURTHER AUTHORIZING
AN AMENDMENT TO SECTION 34 OF THE
REFERENCED AGREEMENT PROVIDING FOR A
GRACE PERIOD WITHIN WHICH TO CURE OR
COMMENCE CURING ANY NON-COMPLIANCE;
FURTHER AUTHORIZING AN AMENDMENT TO
SECTION 5 OF THE REFERENCED AGREEMENT
PROVIDING FOR THE NON -DUPLICATION OF THE
MINIMUM GUARANTEED MONTHLY AMOUNT IN
RESPECT TO PERCENTAGE RENT DUE FROM
CONCESSION STAND AND RESTAURANT GROSS
°t
SALES.
.WHEREAS, on September 25, 1979, an Agreement between the
City of Miami and Jerry`s Inc., was executed for the operation of
the restaurant and concession stands at the Coconut Grove
Exhibition Center; and
WHEREAS, the CITY consents to this Assignment from Jerry•s,
z,
Inc., ("Assignor") to Terremark at Dinner Rey, Inc.,
("Assignee"), subject to the City reaching a satisfactory
resolution with Jerry's, Inc., regarding any outstanding amounts
due the City for any and all periods ending prior to and
including September 30, 1986; and
WHEREAS, the CITY consents to this Assignment from Jerry's,
Inc., ("Assignor") to Terremark at Dinner Rey, Inc.,
("Assignee"), subject to the submittal of a separate letter
agreement from Assignee, in which Assignee acknowledges that the
Coconut Grove Exhibition Center will be expanded and that certain
activities occurring due to the expansion shall be inconvenient
to the Assignee, hence Assignee specifically will not make any
claims or damages due to business interruptions, loss of profits,
disruption of quiet enjoyment, or reimbursement in any manner due
to any disruption of business by reason of renovations,
alterations, modifications, or expansion conducted by the City at
the site of the Coconut Grove Exhibition Center; further provided f
that, in the event the expansion and/or renovations of said
center results in the cessation of Assignee's operations, the
Assignee shall not be required to make payments hereunder during
the periods of such cessation; and
WHEREAS,
the referenced Agreement on Section 31, Extension,
Assignment or
Transfer of Stock, requires
the approval of the
City Commission for the assignment of
the Concessionaire`s
interest, or any part thereof; and
WHEREAS,
Jerry's Inc., and Terremark
at Dinner Key, Inc.,
have mutually
agreed and requested a consent
to the assignment�of
the Agreement
dated September 25, 1979; and
G�.
WHEREAS, the referenced Agreement on Section 32, Termination
by City, reserves the right and privilege to termina+ce the
Agreement at any time, subject to reimbursement to the
Concessionaire of any unamortized capital investment mad(_ by the
Concessionaire; and
WHEREAS, Terremark at Dinner Key, Inc. has requested an
Amendment to the Agreement dated September 25, 1979, Section 32,
Termination by City, whereby Section 32 would be deleted in its
entirety; and
WHEREAS, the referenced Agreement on Section 1, Location of
Concession, Terms and Use, Subsection "a" contains three five-
year period extension options, terminating respectively on =
September 30, 1994, 1999 and 2004; and
WHEREAS, Terremark at Dinner Key, Inc., has requested. an
Amendment to the Agreement dated September 25, 1979, Section 1,
Location of Concession, Term and Use, Subsection "a", whereby the
City agrees to extend the term of the Agreement to expire on
September 30, 2004, and Terremark at Dinner Key, Inc., would
expend in excess of, and in no case less than $750,000, on
improvements to the premises as described in Exhibits "A", "B's
and "C" after October 1, 1986 and before September 30, 2004; and.
WHEREAS, the referenced Agreement, on Section 26, Damage or a�
Destruction of Building, requires the City to diligently repair
and restore any damage to the Coconut Grove Exhibition Center,
and further grants the City Manager the right to _terminate the
Agreement upon 60 days notice. to Concessionaire, should, in the
opinion of the City Manager, the cost of repair or restoration be
so substantial as to render the same economically infeasible; and
WHEREAS, Terremark at Dinner Key, Inc., has requested an
Amendment to the Agreement dated September 25, 1979, Section 26„
Damage or Destruction of Building,.whereby the City would be
,,...,
required to carry- fire and extended coverage insurance for the
full replacement cost of the Coconut Grove Exhibition Center and
further restricting the City's right to cancel the Agreement
should Concessionaire agree, during the sixty (60) day
notification period, to pay the balance required for the repair
and restoration of the Coconut Grove Exhibition Center, (in
excess of the City's insurance proceeds), which sum shall be
offset against future rents due the City under the Agreement; and
WHEREAS, the referenced Agreement on Section 34,_ Revocation
of Concession Privilege, grants the City the right to cancel the
Agreemen for Concessionaire's failure to comply with any of the
terms of the Agreement, but fails to provide for any grace period
during which, after notice of non-compliance from the City,
Concessionaire may cure said non-compliance; and
WHEREAS, Terremark at Dinner Key, Inc., has requested an
Amendment to the Agreement dated September 25, 1979, Section 34,
Revocation of Concession Privilege, whereby Concessionaire shall
have thirty (30) days after written notice from the City within
which to cure or commence curing any non-compliance; and
WHEREAS, the referenced Agreement, on Section 51
R
Consideration provides for a credit of the minimum guaranteed
monthly amount in respect of Concession Stand Gross Sales under
(b)(1) and in respect of Restaurant Gross Sales under (b)(2); and
WHEREAS, Terremark at Dinner Key, Inc., has requested an
Amendment to the Agreement dated September 25, 1979, whereby the
sum total of credits for the minimum guaranteed monthly amount
shall not exceed, in the aggregate, the sum of Four Thousand Five
Hundred Seventy-five Dollars ($4,575) per month in respect of
percentage rent due under (b)(1) and (b)(2).
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. Pursuant to Section 31, Extension, Assignment or
Transfer of Stock of the Agreement dated September 25, 1979,
approval is hereby granted for the assignment of Jerry`s Inc.•s
interest in the referenced Agreement dated Septr���er 25, 1979 to.
Terremark at Dinner Key, Inc.
4
Ira
Section 2. The City Manager is hereby authorized to execute
a Consent to Assignment in a form acceptable to the City
s_
Attorney, subject to:
(a) the City reaching a satisfactory resolution with Jerry's
Inc. regarding any outstanding amounts due the City for any and
all periods ending prior to and including September 30, 1986;
(b) the simultaneous submittal by the Assignee of a separate
letter agreement from Assignee, in which Assignee acknowledges
that the Coconut Grove Exhibition Center will be expanded and
that certain activities occurring due to the expansion shall be
inconvenient to the Assignee, hence Assignee specifically will
not make any claims or damages due to business interruptions,
='
loss of profits, disruption of quiet enjoyment, or reimbursement
in any manner due to any disruption of business by reason of
renovations, alterations, modifications, or expansion conducted
by the City at the site of the Coconut Grove Exhibition Center.
(c) the provision that in the event the expansion and/or
renovations of said center results in the cessation of Assignee's
operations, the Assignee shall not be required to make any
payments hereunder during the period of such cessation.
Section 3. The clause in Section 321 Termination by City,
of the Agreement dated September 25, 1979, between the City of
Miami and Jerry's, Inc., for the operation of the restaurant and
concession stands at the Coconut Grove Exhibition Center,
reserving the right and privilege of the City to terminate the
referenced Agreement, is hereby deleted in its entirety.
Section 4. The clause in Section 1, Location of Concession,
Term and Use, Subsection "a",of the Agreement dated September 25,
1979, between the City of Miami and Jerry's Inc., for the
operation of the restaurant and concession stands at the Coconut
Grove Exhibition Center„ is hereby deleted and the following
language is inserted in its place as follows:
This Agreement shall commence on October 1
19 9 aid shall end on Se tem er 30F 2004.
The Concess onaire agrees to expend n excess
5
of $750 000 and in no case less than
750 000 on m rovements to said remises
etween October 1, 1906 and September 30,
2004.
Section 5. The clause in Section 26, Damage or Destruction
of Building, of, the Agreement dated September 25, 1979, between
the City of Miami and Jerry's Inc., for the operation of the
restaurant and concession stands at the Coconut Grove Exhibition
Center, is hereby amended to read as follows (new language is
underlined):
The Cit shallg, at its own cost and expense,
carry f re and extended coverage insurance
for the full re lacement cost of the Coconut
Grove Exhibition Center. In the event the
Coconut Grove Exhibition Center, or any
portion thereof, is damaged or destroyed by
fire or other casualty, said damage or
destruction shall be repaired and restored by
the CITY, with due diligence, subject to the
right of the CITY, if the cost of repair and
restoration is so substantial as to make such
repair or restoration economically infeasible
in the opinion of the City Manager, to
terminate this Agreement upon sixty (60)
days' notice with a statement of the amount
of such insurance proceeds and the amount of
the deficit. Notwithstanding the foregoing,
if within sixty (60) day notification period
Concessionaire agrees to pay the balance
required for the repair and restoration of
the Coconut Grove Exhibition Center (in
excess of the City s insurance proceeds),
which sum shall be offset against future
rents due the City under the Agreement, then
the City shall have no further right to 4
cancel this Agreement.
Section 6. The clause in Section 34, Revocation of
Concession Privilege, of the Agreement dated September 25, 1979,
between the City of Miami and Jerry's, Inc., for the operation of
the restaurant and concession stands at the Coconut Grove
Exhibition Center, is hereby amended by adding the following
paragraph, as follows:
Notwithstanding anything herein to the
contrary, Concessionaire shall have thirty
(30 ) des after written notice from the City
to cure any non-compliance, or if the nature
of the non-compliance is such that it cannot
reasonably be cured w _t-h n said thirty ( 30)
�a s Concessionaire shall commence such cure
within said thirty (30) days and diligently
6
roceed _ to cure said non--com2liancet and if
it does sor such non-com fiance shah not
constitute grounds for cancellation of th s
Agreement.
Section 7. Section 5, Consideration, of the Agreement dated
September 25, 1979, between the City of Miami and Jerry's, Inc.,
for the operation of the restaurant and concession stands at the
Coconut Grove Exhibition Center, is hereby deleted and the
following language is inserted in its place as follows:
The Concessionaire agrees to pay the City by
the 20th day of each month for the 2receding
month as consideration for the jerivilege of
o erat n tha.s Restaurant and Concession the
following:
A minimum monthly rent guarantee of four
thousand five hundred seventy-five dollars
($4,575), or 5% of all gross revenues from
restaurant sales (less State Sales Tax), and
20$ of the first ;
concession stand sales
Tax), 25% of the next
3,333.33 of gross
(less State Sales
$41,166.66 of gross
concession stand sales (less State Sales
Tax), and 30% of any gross concession stand
sales (less State Sales Tax) above
12,499.99, whichever is greater.
Section 8. The City Manager is hereby authorized to execute
Amendment Number One to the Agreement dated September 25, 1979,
in a form acceptable to the City Attorney.
PASSED AND ADOPTED this 2 RJ b day of _ C• rt.,E,pr , _1486.
ATTES
KATTY HIRAI, CITY CLERK
PREPARED AND APPROVED BY:
2 �-&_ a:
ROBERT P.-CLERK
CHIEF DEPUTY CITY ATTORNEY
APPROVE AS O FORA AND
CORREC E
S
iUIt. DOUGHERTY
CXPY ATT0RNEY
7
TO: Honorable Mayor and
Members of the City
Commission
FROM: Cesar H. odio
City Manager 0
CITY of MIAMI. rWRIDA
INTER-Ol MCK MKMORAt+101. M 10
DATx: S R 1986
FILM
suDJtCT: Assignment of Jerry's Inc.
to Terremark of Dinner Rey,
Inc.
REFIER[NCES:
1INCLOSUR6d:
A resolution authorizing the assignment of
the agreement dated September 25, 1979,
between the City of Miami and Jerry's# Inc.,
(Assignor), to Terremark at Dinner Key,
Inc., (Assignee) , pursuant to -Section 31 of
the referenced agreement, sub ecttoto the
simultaneous submittal by the Assignee of a
separate letter agreement from the Assignee,
in which Assignee acknowledges that the
Coconut Grove Exhibition Center will be
expanded and that certain activities
..occurring due to the expansion shall be
inconvenient to the Assignee, hence Assignee
specifically will not make any claims for
damages due to business interruptions, loss
of profits, disruption of quiet enjoyment,
i
or re mbursement in any manner due to any
�dieruption of business by reasons of
renovations, alterations, modifications, or
avinnnai nn _ nnnArin1-aA by mho r; #-v A+- o-h.% ei 4.s
7
n
Honorable Mayor and
Members of the City
Commission
Page 2
Assignment of Jerky's
Inc., to Terremark
in Exhibits "A" , "B" and "C" , after October
• 11 1986 and before September 30, 2004;
further authorizing an amendment to Section
26 of the referenced agreement requiiP ng t e
Uty to maintain fire and extended coverage
insurance on the Coconut ,Grove Exhibition
Center and granting concessi•.onaire the right
to repair and restore the Premises in the
event of fire or other casualty under
certain conditions; further authorizing an
amendment to Section 34 of the referenced
agreement prov dung or a grace period
within which to cure or commence curing any
noncompliance; and further authorizing an
amendment to Section 5 of the referenced
agreement provia nag for the non -duplication
of the minimum guaranteed monthly amount in
respect of percentage• rent due from
concession stand and restaurant gross sales.
On.September 25, 1979, the City entered into an agreement with
Jarry's, Inc., for the operation of the restaurant and concession
stands at the Coconut Grove Exhibition Center.
Jerky's, Inc. and Terremark at Dinner Key, Inc., have mutually
agreed and requested that Jerky's Inc.'s rights and obligations
under said agreement be assigned to Terremark, pursuant to
Section 31, Extension, Assignment or Transfer of Stock of the
agreement.
Additionally, Terremark is requesting that five (5) sections of
the agreement be amended. First, Section'l shall be amended to
provide for an extension of the term to expire on September 30,
2004. Terremark will agree to spend no less than.$750,000 on
improvements to the premises after O;stober 1, 1986 and before
September 30, 2004.
Second, Section 32 will be deleted in its entirety. This section
presently provides for the City's absolute right to terminate the
agreement, with or without cause.
Third, Section 26 will be amended to require the City to carry
fire and ext- ecoverage insurance for the full replacement
cost of the Coconut Grove Exhibition Center. Further, should
Concessionaire agree, during the City's sixty (60) day
notification period, to pay for the balance required for the
repair and restoration of the Coconut Grove Exhibition Center,
(in excess of the City's insurance proceeds), which sum shall be
offset against future rents due the City under the agreement,
then the City shall have no right to cancel the agreement.
a
Sonorable Mayor and
Members of the City
Commission
Fag e
Assignment of Jetty's
Inc., to Terremark
Fourth, Section 34 shall be amended by providing Concessionaire a
thirty (30) ay grace period within which to cure or commence
curing noncompliance with any of the terms of the agreement.
Finally, Section 5 shall be amended by adding subsection (c)
which sha_1ovyide for the non -duplication of the minimum
guaranteed monthly amount credit in respect of the percentage
rent due under subsection (b) (1) and (b)•(2).
it is recommended that the City Manager be authorized to execute
a Consent to Assignment between the City of Miami and Jetty's,,
Inc., for the benefit of and at the request of both Jetty's,
Inc., (Assignor), and Terremark at Dinner Rey, Inc., (Assignee),
subject to the City reaching a satisfactory resolution with
Jetty's, Inc., regarding any outstanding amounts due the City for
any all periods ending prior to and including September 300 1956;
and subject to the simultaneous submittal by the Assignee of a
separate letter agreement from the Assignee, in which Assignee
acknowledges -that the Coconut Grove Exhibition Center will be
expanded and that certain activities occurring due to the
expansion shall be inconvenient to the Assignee, hence Assignee
specifically will not make any claims for damages due to business
interruptions, loss of profits, disruption of quiet enjoyment, or
reimbursement in any manner d*ue to any disruption of business by
reasons of renovations, alterations, modifications, or expansion,
conducted by the City at the Site of the Coconut Grove Exhibition
Center; further provided that, in the event the expansion and/or
renovations of said center results in the cessation of Assignee's
operations, the Assignee. shall-. not be_. .required - to make any
payments hereunder during the period of such cessation; and
further that an the Amendment be executed to the agreement dated
September 25, 1979,
12
CONSENT TO ASSIGNMENT
U
The City of Mumma a municipal corporation of the State of
Florida (the "City") does hereby execute this Consent to
Assignment for the benefit of and at the request of both Jerry's,
Inc., a Florida corporation ("Assignor") and Terremark at Danner
Rey, Inc., a Florida corporation ("Assignee").
The City does hereby consent to the assignment of
Concessionaire's interest under that certain agreement dated
September 25, 1979 for a term commencing October 10, 1979 and
terminating September 30, 1989, plus three additional and
individual (separate) five-year extension periods terminating
respectively on September 30, 1994, 1999, and 2004, pertaining to
property described in Exhibits "A", "B", and "C" attached hereto
and made a part hereof, between Assignor, as Concessionaire, and
the City, (the "Agreement"), to Terremark at Dinner Rey, Inc., a
Florida corporation. The Assignee may further make a collateral
pledge, mortgage or assignment of Concessionaire's interest under
the Agreement to secure a bonafide debt, creating a first lien on
the Concessionaire's interest under the Agreement.
The City does hereby confirm and advise the Assignee that:
.1) Assignor is in good standing under the agreement except
for certain rent amounts due the City for any and all periods
ending.prior to and including September 30, 1986, in a sum not to
exceed one -hundred and ten thousand dollars ($110,000);
2) The City will audit the restaurant and concession stand
operations, pursuant to the terms of the Agreement for the period
from October 1, 1984 through September 30, 1986, within fifteen
(15) days from the date hereof, to determine monies due to the
City for the period and to invoice Jerry's ("Assignor");
3) The Agreement represents the entire agreement between
City and Assignor;
4) The City agrees that Assignee shall become the
r:
"Concessionaire" under the Agreement, from and after assignment
by Assignor to Assignee;
5) The City's consent is conditioned upon the followings
{
a) A valid assignment of the Agreement between
Jerry's, Inc., ("Assignor") and Terremark at Dinner Key, Inc.,
1
01 0
("Assignee")# whereby the former assigns and transfers its rights
and obligations under the Agreement, dated September 25, 1979 to
the latter who accepts the rights and obligations assigned and
transferred, a copy of which will be provided to the City Manager
within fifteen (15) days of the execution hereof.
b) The City reaching a satisfactory resolution 'with
Jerry's, Inc., regarding any outstanding amounts due the City for
any and all periods ending prior to and including September 30,
1986.
c) Simultaneous submittal by Terremark at Dinner Key,
Inc., ("Assignee"), of a separate letter agreement from Assignee
in which the Assignee acknowledges that the Coconut Grove
Exhibition Center will be expanded and that certain activities
occurring due to the expansion shall be inconvenient to the
Assignee, hence Assignee specifically will not make any claims
for damages due to business interruptions, loss of profits,
disruption of quiet enjoyment, or reimbursement in any manner due
to any disruption of business b f
alterations, modifications, or expan
at the Site of the Coconut Grove
provided that, in the event the exp
said center results in the cessatio
the Assignee shall not be required
during the period of such cessation.
d) Execution of AMENDMENT
Dinner Key, Inc., ("Assignee") and
attached hereto and made a part hereo
This consent to Assignment is
become the Concessionaire under the
the purposes of the Agreement.
Signed this day of
ATTEST: CI
Mu
B
City Clerk
APPROVED AS TO FORS! AND CORRECTNESS:
LUCIA A. DOUGHERTY
City Attorney 2
y reasons o renovations,
Agreement
Y�
sion, conducted by the City
Exhibition - Center; -further
lF
ansion and/or renovations of
n of Assignee's operations,
to make payments hereunder
NUMBER ONE by Terremark at
the City of Miami, which is
f as Exhibit
given to induce Assignee to
in order to further
1986.
TY OF MIAMI, FLORIDA, a
nicipal Corporation
City Manager
Jerry"n, Inc.,, a Florida corporation, dons hereby request
the within Consent to Assignment and agrees to comply with the
conditions of this Consent to Assignment,
Signed, sealed and delivered
in our presence
JERRYfS1 INC., a Florida
corporation
By: Gerald Pendergast, Preslre'nt
STATE OF FLORIDA
)TO Wit:
COUNTY OF DADE
I hereby certify that on the day of
1986, before the Subscriber, a Notary Public in and for the above
Jurisdiction, Cesar H. Odio, City Manager of THE CITY OF MIAMI,
FLORIDA# a municipal corporation, hereto personally appeared
before me in said jurisdiction, the said Cesar H. Odio,, being
personally well known to me as (or proved by the oath of credible
witnesses to be) the person who executed the foregoing consent to
Assignment dated 1986.
Given under my hand and seal this day of
1986.
Kv Commission Expires:
STATE OF FLORIDA
)TO Wit:
COUNTY OF DADE
I hereby certify that on the day of
1986, before the*Subscriberg, a Nota-ryftblic in and for the aSove
jurisdiction, Gerald Pendergastp President of Jerryfs,, Inc., -:a
Florida corporation, hereto personally appeared before me in said
jurisdiction, the said Gerald Pendergast,, being personally well
• known to me as (or proved by the oath of credible witnesses to
be) the person who executed the foregoing Consent to Assignment
dated 1986.
GIVEN under my hand and seal this day of
1986.
My Commission Expirest
AMENDMENT NUMBER ONE
THIS AMENDMENT, entered into this day of
01 19—, by and between the City of Miami., a
municipal corporation of the State of Florida, (hereinafter
referred to as "CITY"), and Terremark at Dinner Key, Inc., a
Florida for profit corporation, (hereinafter referred to as
"CONCESSIONAIRE"), amending the existing restaurant and
concession agreement between CITY and Jerry's Inc., dated
September 251 1979.
IN
CONSIDERATION of the mutual covenants and agreements
hereinafter set forth,. and for and in consideration of other
valuable
consideration, the parties hereto covenant and agree as
follows:
1.
That Section 32, Termination by City, shall be deleted t
in its entirety.
_..2.
'That Section 1, Location of Concession. Term & Use,
Subsection (a) shall be deleted and the following
language is inserted in its place, as follows:
This agreement shall commence on October 1, 1979,
and shall end on September 30, 2004. The
CONCESSIONAIRE agrees to expend in excess of
$750,000, and in no case less than $750,000, on
improvements to said premises after October 1, 1986
and before September 30, 2004.
3.
That Section 26, Damage or Destruction of Building,
shall be amended as follows (new language is
underlined):
The City shall, at its own cost and expense,, carte
fire and extended coverage insurance for the full
re lacement cost of the Coconut Grove Exhibition
Center. In the event the Coconut Grove Exhibition
Center, or any portion thereof, -is damaged or
z
.destroyed by fire or other casualty, said damage or
destruction shall be repaired and restored by the
CITY with due 'diligence, subject to the right of
the CITY, if thk. cost of repair and restoration is
so substantial as to make such repair or
restoration economically unfeasible in the opinion
of the City Manager, to terminate this Agreement
upon sixty (60) days' notice with a statement of
the amount of such insurance proceeds and the
amount of the deficit. Notwithstanding the
foregoing, it within the sixty► (60) day
notification period Concessionaire gees to pay
the balance required for the repair and restoration
of the Coconut Grove Exhibition Center (in excess
of the City -Ls insurance proceeds), which sum shall
be offset against future rents due the City under
the Agreement, then the City shall have no further
right to cancel this Agreement.
4 That Section 34, Revocation of Concession Privilege,
shall be amended by adding the following paragraph, as
follows:
Notwithstanding anything herein to the contrary,
Concessionaire shall have thirty (3) days after
written notice from the City to cure any non-
compliance, or if the nature of the non-compliance
is such that it cannot reasonably be cured within
said thirty (3) days, Concessionaire shall commence
such cure within said thirty (3) days and
diligently proceed to cure said non-compliance, and
If it does so, such non-compliance shall not
constitute grounds for cancellation of this
Agreement.
M
5. That Section 5, Consideration, shall be deleted and the
following language is inserted in its place, as follows
(new language is underlined):
The Concessionaire agrees to pay the City by the
20th daX of each month for the 2receding month, as
consideration for the privilege of o2eratin2 this
Restaurant and Concession the following:
A minimum monthly rent guarantee of four thousand
five hundred seventy-five dollars ($4,575), or 5%
of all gross revenues from restaurant sales (less
State Sales Tax), and 20% of the first $8,333.33 of
gross concession stand sales (less State Sales
Tax), 25% of the next $4,166.56 of gross concession
stand sales (less State Sales Tax), and 30% of any
gross concession stand sales (less State Sales Tax)
above $12,499.99, whichever is greater.
rA
It is further understood that all the terms and conditions
under the original agreement shall
modification except as herein stated.
-emain in full force without ti
F
1A
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by the respective officials thereunto J
duly authorized this the day and year first above written.
ATTEST:
Natty H ra , City Clerk
WITNESSES:
APPROVED AS TO FORK AND
CORRECTNESS:
Lucia A. Dougherty
City Attorney
4.
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9
Ir.S A.:? -. A BAiE DISPOSAL
9
ii'tA:�Fa+n.L A::D 'MiSO.JAL FROPERTY TAXES
10
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• :v CUSTODIAL SLRVICE
:Cz AND
10
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Lil%UOR LIC"MiiSES
IT
13
20.
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.MIS
21.
RlfRu 10•IaSP£C:IO-: OF PREMISES
13
22.
I:!PROPEa USE A::D . SCSPE►ISIOY
1
23.
STt�R1'.Ga OF D.'I�JCEROUS SUBSTANCES
14
24.
hOLD hAR:'LLSS
25.
I.iSUitAJCE
15
26.
DAiP.A,E OR DESTRUCTIOa. OF BUILDINQ
17
27.
4XCLUSI V1TY
17
28.
C04CE.SSIOii PRIVILEGE
17
29.
CO -PA as;::RS::IP
•
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DEPIAITIOJ OF CONCESSIONAIRE
30
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RA
CONCESSION -AGREEMENT
TABLE
OF CONTENTS
f
continued, page 2
PACE
ASSIGNMENT,
OR TRANSFER OF STOCK 18
31.
EX'TENSION,
19
32.
TERMINATION BY CITY
33•
SURRENDER -OF ALCOHOLIC
BEVERAGE LICENSES 19
34.
REVOCATIOU OF CONCESSION
PRIVILEGE 14
35•
NON DISCRIMINATION
Y
2.0
36.
ATTORNEYS FEE
i
20
379
CAPTIONS
:
386
NOTICES
20
;r
390
ENTIRE AGREEME NT
20`
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_
• AOREEMENT
� WSW
THIS AGREEMENT, made and entered into this
QP
day of e , 19790 by and between the CITY or MIAMI, a
municipal corporation of the State of Florida, hereinafter
referred to as the "CITY", and JERRY'S, INC., a Florida
corporation, hereinafter referred to as the "CONCESSIONAIRE".
WITNESSETH:
WHEREAS the CITY OF MIAMI has advertised for and
received proposals for the operation of the restaurant and
concession stands at the Coconut Grove Exhibition Center, and
I' WHEREAS, it has been determined that JERRY'S, 111C.
has offered the bid which is the most advantageous to the
CITY of those submitted; and
WHEREAS, JERRY'S, INC. is extremely well-queYified ,
to operate a clean and healthful restaurant and concession
operation for the pleasure and convenience of patrons of the
Coconut Grove Exhibition Center; and
UIZREAS, JERRY!S, INC. has offered to equip the
restaurant and concession stands, sere'quelity food prepared.
in a tasty canner, and provide a colorful and attractive
decor; and '
r
WHEREAS, JERRY'S, INC. has agreed to provide ample,
trained, and uniformed personnel to staff the restaurant and
concessionstand operations efficiently;
NOW, TKEREP'ORE, in consideration of the promises
and the mutual covenants and herein contained,
it is agreed by the parties hereto as follows:
1. LOCATION OF'CONCESSIONI,TERM,AND USE
The CITY hereby grants to the CONCESSIONAII ,
and the CONCESSIONAIRE hereby accepts from the CITY, exclusive
agreement to operate the following described restaurant and x
concession stands in*Coconut Grove Exhibition Center, in.
conformance with the purpose and for the period stated herein
and subject to all the terms and conditions herein contained
and fairly implied by the terms hereinafter set forth.
a. THIS AGRE04ENT SHALL COMMENCE ON THE Ist day
of October,A•D•s 19799 and shall end on the 30th
day cf September,A.D., 1989. This privilege
may be renegotiated for three additional and
individual (separate) five-year periods
upon request of the CONCESSIONAIRE submitted
In writing at least six months prior to each
terminaticn date. Failure to reach mutually
agreeable terms for any renegotiation shall
serve to terminate this Agreement without
penalty to either party:
b. The CITY hereby provides to the CONCESSIONAIRE
,
Y the following facilities and spacer Restaura:t
and concession stand space in Coconut Grove
Exhibition Center as depicted on Exhibits A
and 8 hereto, and parking area as depicted
on.Exhibit C hereto.
c. The CONCESSIONAIRE.is.•hereby authorized to
conduct the Poll6wing kinds of business and
to providethe following kinds of services:
Sale of food and beverages (including*alcoholic
beverages) in the Restaurant, and sale of
food and beverages (excluding alcoholic
beverages except beer and nine).in the con-
cession stands. upon separate written request
from the CONCESSIONAIRE to the City Manner
in each instance, however, sale of all aluoholia�
beverages, for consumption on -promises in the
exhibition hall areas, may be authorized by the
w..
17. r -
h,,
City Manager for special events when, in
the sole and exclusive judgment of the City
Manager or City Commission, such tales are
warranted. All Food.and beverages sold under
the terms of this Agreement will be sold only
for consumption on the premises. This busi-
ness will be conducted in compliance with
terms of this Agreement.
2. INDIVISIBLE OPERATION
It is the intent of the CITY that this shall be
one inseparable Agreement for the operation by the COhCESSIOJVAIRE
.of both the Restaurant and Concession Stands at Coconut Grove
Exhibition Center and that the CONCESSIONAIRE shall not have
the privilege of making a decision to operate the Restaurant
but not the Concession Stands, or vice -versa. If the CONCESSIONAIRE.:;,:`
dtermines that he would like to discontinue operation of either
the Restaurant or Concession Stands and continue operating only
ore of these entities, he may only do so after receiving the
specific written approval of the City Manager. If the City.
F
Manager disapproves of such a proposal then the CONCESSIONAIRE r
.shall either continue operating both activities or this llgreement�
y
shall be terminated and the penalties"Tor aeon -performance shall-
n
be assessed against the CONCESSIONAIRE.
•3. FACILITIES AND SPACE.PRQVIDED
The CITY agrees to Furnish to the CONCESSIONAIRE
the previously identified physical facilities and space. The
CITY has provided basic air-conditioning with stubbed -oast ducts,
completed toilets, kitchen -freight elevator and dumbwaiters,
passenger elevator for'exclusive restaurant use, kitchen area
with stubbed -out utilities, finished interior facade, indoor
restaurant dining area (unfinished), and exterior patio•recUuta,nt
dining area (unfinished). Prior to commencement of any modlfi�
cations to the raciliti a and apace provided to the CONCESSIONAIRE
by the CITYp the CONCESSIONAIRE shall provide train detalled, plans
and specifications to the City Manager for review and approval,.
Said plans and specifications must be submitted within sixty (60)
days following contract award. All Improvementa, furnishings,
fixtures, and equipment shall be provided at the sole cost of the
CONCESSIONAIRE and shall became the property of the CITY upon
termination of this Agreement and its option periods. CONCESSIONAIRE'S;
Initial. investment requirement for improvements, furnishings,
fixtures, and equipment was estimated by him in his bid proposal
to be $426,000. CONCESSIONAIRE may spend more than that amount
as an initial investment but hereby agrees to spend no less than
ten percent (10%) beneath that amount (or, not less than $383;400).
The CONCESSIONAIRE shall keep accurate and complete records of his
expenditures for improvements, furnishings, fixtures; and equipment
and shall make then available to the City Manager or his appropriate
representative upon•request. If this Agreement is terminated as a
result of inability of the parties to successfully negotiate an
option tern, and for no other reason, then the City will reimburse
the CONCESSIONAIRE within one hundred and twenty (120) days for
any remaining unamortized capital Investment. Any additional ex—
penditures on improvements, furnishings, fixtures, and equipment
made by the CONCESSIONAIRE during the term of this Agreement or -its
option terns shall be made with CONCESSIONAIRES full knowledge that
these improvements, furnishings, Fixtures, and equipment will become
the property of the CITY unless, by -written approval of the CITY,
arrangements are made whereby the CITY agrees to reimburse the CON-
CESSIONAIRE for any remaining unamortized capital Investment he may
have at the Final termination of the Agreement and Its option terms,
No reimbursements will be made if termination of this
Agreement is caused by failure -to comply with any of the terms herein.
For purposes of this Agreement, the furnishings, lease..
hold improvements, and equipment shall be depreciated on a straight&&
line method over a ten-year period from the initial clay of CONCEE-
SIONAiRE'S operations or the date of its installation, whichever ire
y. DESIGN/OPERATIONAL APPROVAL
The CONCESSIONAIRE must obtain written approval
from the City Manager for all of the following:
a. Hours of daily operation
b. Meru and price charges
C. Decor, signage, and graphics changes from
originally approved specifications.
5. CONSIDERATION
The CONCESSIONAIRE agrees to pay the CITY, as
consideration for the privilege of operating this Restaurant ,
and Concession the following:
a. Minimum Guarantee Payment:
Starting on the commencement date of this
agreement, as set forth in paragraph la
above, the CONCESSIONAIRE shall pay to thq
PTVA
CITY, a minimum:;guaranteed' oathly oust of '
qr Two Thousand Five Hundred Dollars
f:
until the restaurant becomes operational.
lit• SUCK. time.ty .,� fit.: •'.x:r'?T'4`�:r"i4=.
as '.theeetiurant: becoMea
'1,9perat1b1*1'i1he CONCESSIONAIRE shall.pay to
the CITY a minimum. -guaranteed monthly amount
of Four Thousand,Five Hundred Seventy -Five
Dollars (`��1a,7t5):' The said monthly minimum
guaranteed amount shall be paid to the CITY
by the 20th day of each month for the preceding
month.
b. Percentage Payment:'
(1) ,COnCessiop Stand Percentage Payment:
At the end of each year of this Agree
ment, calculation shall be made Immedlatsly
of the CORCESSIONAIRE•S annual gross
A
4
concession stand sales (less State -
sales tans) for the preceding Agreement
year. If CONCESSIONAIRE'S annual grow
concession stand sales (less State
sales tax) are One Hundred Thousand
Dollars ($100,000) or less, then the
CONCESSIONAIRE shall subtract the annual
minimum guaranteed amount of Fifty -tour
Thousand Nine Hundred Dollars ($540900)
paid to the CITY from Twenty percent
(20%) of his annual gross concession
stand revenues (less Stake sales tax)
and•pay the difference, if any, to the
CITY no later than October 20 of that
year. If CONCESSIONAIRE'S annual gross
concession stand sales (less State sales
tax) are between,One.:Hundred Thousand ,
Dollars ($1008000) and One Hundred Fifty
Thousand Dollars ($150,000) then the
CONCESSIONAIRE shall subtract the annual
minimum guaranteed payment amount of Fifty.
Pour Thousand Nine Hundred Dollars
($54,900) made to the CITY from Wenty-
five percent'(25%) of his annual gross
concession stand revenue (less State
sales tax) and pay the difference, if
any, to the CITY no later than October 20
of that year. If CONCESSIONAIRE'S annual,
gross concession stand sales (less State
sales tax) exceed One Hundred Fifty
Thousand Dollars ($150000) then the
' CONCESSIONAIRE shall subtract :the
,:.
of operation, in accordance with generally accepted accounting
practices and standards. •The fora of all the records and
f,
reports wall be subject to the approval of the City's Director
of Finance. Recommendations for changes, additions or deletions
by the auditor of the CITY will be complied with by the CON®
CESSIONAIRE when requested. The auditors of the CITY must be
permitted, during normal business hours, to audit and examine
the books of account, reports, and records relating to the
. ».t...1..r"(�ror--.a.;ggeg4«•sse:f�"'•ppCP"�'"3•rr
CONCESSIONAIRE'S operations. A monthly= statement.!.of4 garo �a.�00
d under this concession Agr6dKiE nieatit
ger i°ate;
CITY with each monthly payment., -An annual statement of operations
must also -be submitted within sixty (60) days of the end of each
.;welve month period of this Agreement. Late payment shall be
accompanied by liquidated damages in the amount of 1% of the amount
payable for each day the payment is late. If the payment and
accumulated daily penalties are not received within thirty 00)
days after the normal monthly payment deadline, then the CITY may
take possession of the CONCESSIONAIRE'S assets on CITY property,
may cancel this concession Agreement, and may begin procedures
to collect the performance bond referred to in this Agreement.
7. GROSS REVENUES
This term is defined as all monies paid or payable
to, or considerations of determinable Value received by, the
CONCESSIONAIRE for sales made, transactions had or for services
rendered irrthe gperation of this concession at Coconut -Grove
Exhibition Center, regardless of when or where the order is
received, or the goods delivered, or services rendered, whether
paid or unpaid, whether on cash or credit basis or in considers-
tion of any other thing of values, provided, however, that any
taxes Imposed by law which are separately stated to and'paid
by a customer and directly payable by'the CONCESSIONAIRE to a
taxing authority and sales re£unds'shall be excluded*
SALESs USE, AND OTHER TAXES
The CONCUSIONAIRE shall'pay the prevailing sales,
use, and other taxes applicable to the.amounts due the CITY
under terms of this Agreenent. _
9. CASH REGISTERS
The CONCESSIONAIRE must utilize paint -of -sale
machines or other accounting control equipment as appropriate
for proper control of cash and payments and accurate record -
keeping.
10. UTILITIES AND GARBAGE DISPOSAL
a. Restaurant '
The CONCESSIONAIRE shall be responsible to
the sole responsibility of the CONCESSIONAIRE.
b. Concession Stands
Electricity, water, and garbage for trash,
disposal for the concession stands shall, be
provided by the CITY. If the CONCESSIONAIRE
i requires telephones in the Concession Stand
areas, however, he shall make installation
and payment arrangements directly with the
telephone company. CONCESSIONAIRE shall
provide his own trash and garbage containers
and shall transport his garbage and trash
from the concession stand areas to the point
of pickup.
t;
21. REAL ESTATE AND PERSONAL PROPERTY TAXES
s
Although there are presently no real estate or
personal property taxes levied on the Coconut Grove -Exhibition
Center, future taxes and/or assessments on the -premises utilized
by the CONCESSIONAIRE shall be paid by the CONCESSIONAIRE.'
12. DEFAULT OF PAYMENT
It is expressly agreed that the CITY shall have
a continuing lien on all personal property of the CONCESSIONAIRE
on the premises, for all sums which may from time to time become
due and unpaid to the CITY under this"Agreement, and upon default
of payment of the CONCESSIONAIRE the CITY shall have the right
to take possession of and retain the same 'until the full amount
due shall be paid, or to sell the same at public auction and,
_
after deducting the expense of such sale, apply the balance of
the proceeds to such payment and if theme should tie any"defi-
ciency, to resort to any other.•legal:remedy available to it.
13. MAINTENANCE AND CUSTODIAL SERVICES
All maintenance and custodial care of equipment
(including elevators and dumbwaiters), furnishings, and fixtures
located within the physical facilities and space occupied by
the CONCESSIONAIRE shall be accomplished at the CONCE3SIONAIREIS
Bole expense. The CITY shall be responsible for maintenance
and custodial matho— o 'iginating beyond the CONCESSIONAIRE'S
physical facilities And space occupied. Air eondltioning•units
serving only restaurant and concession stand areas a6all,
however, be an exception to the above, , anti these shall be
totally maintained and serviced at the sole cost and expense
of the CONCESSIONAIRE.
14.^ PUBLIC CONSTRUCTION SURETY -BOND. .
The CONCESSIONAIRE shall, prior to the commence-
ment of construction on the premises by the CONCESSIONAIRE or
.any agent of the CONCESSIONAIRE, furnish the CITY with
Construction Surety bond in the' amount qf. $400' 0001iamIng"`the'*
CITY' as the Owner and -the CONCESSIONAIRE'as he. Frig a a�' :: The
purpose of this bond shall be to ensure that the CONCESSIONAIRE
(1) promptly makes payment to all claimants, as defined in
Section 255.05(1)., Florida Statutes, supplying Principal with
labor, materials, or supplies, used directly or indirectly by
Principal in the prosecution of the work provided For in the
Agreement; (2) pays the Owner all losses, damages, expenses,
costs, and attorney's fees, including appellate proceedings,
that the Owner sustains because of a default by the Principal
under the Agreement, and; (3) performs the guarantee of all
work and materials furnished under the Agreement for the time
specified In the Agreement. This bond,tuay be terminated, with
the written approval of the City Manager of the CITY, at such
time as the restaurant and concession stands are completed
and fully operational and open to the public, and satisfactory
evidence is provided by the CONCESSIONAIRE to the City Manager
that all requirements of the bond have been -satisfactorily
concluded. the" form of"the" borqT�harl�b�:•'as""�p
by the City Finance Department; Risk lfattd&Wenf7-Liiv"Ji»'t
Shall -be in conformity with the requirements: oi`;.Cha��e�
Florida Statutes.
0
I
15. PERFORMANCE BOND
The CONCESSIONAIRE shall, within fifteen (15)
consecutive calendar days after fIna1 execution of this Agree
ment, furnish to the CITY a performance; bond in the amount of
$50000 to bind itself for the faithful performance of the �
terms of the Agreement.' Said performance bond must be maintained
in full force and effect for the duration of this Agreement and
the fora of the bondshall be as approved by the CITY Finance
Department, Risk Management Division.
16. PERMITS AND LICENSES
The CONCESSIONAIRE agrees to obtain all required
permits and licenses necessary for improvement and renovation
of the premises and for the conduct of his business, -and agrees
to comply with all laws governing the responsibility of an
employer with respect to persons employed by the CONCESSIONAIRE.
17. NUISANCE FREE OPERATION
The CONCESSIONAIRE agrees to conduct its opera- {
tions so that they do not constitute a nuisance to the Dinner
Key Marina tenants, events taking place at Coconut Grove Ex
hibitlor. Center or persons attending those events, or the public -
it -large, in the opinion of the City Manager. The parties
acknowledge that the well -managed conduct of the business con-
ter -plated by this Agreement will not constitute alnuisance.
18. LIQUOR LICENSES
It will be the responsibility of the CONCESSIONAIRE
to obtain the necessary liquor licenses to permit the sale
df alcoholic beverages as permitted by this -Agreement, The
CONCESSIONAIRE may sell all alcoholic beverages in the restaurant
but only beer and wine sales will,be permitted'by•the CITY" ;
from the concession stands. Upon separate written request
from the CONCESSIONAIRE to the City manager in each instance,
however, sale of all alcoholic beverages, for consumption
on -premises in the exhibition hall areas, may be authorized by
12 -
the City Manager for special events when, in the sole and ex.
elusive judgment of the City Manager or City Commission, such.
sales are warranted. All alcoholic beverages sold An accordance
with the rights granted by this Agreement will be sold in
accordance with applicable State beverage regulations.
19. PARKING
The CONCESSIONAIRE, his employees and patrons
may have the exclusive night to make use of the Coconut Grove
Exhibition Center parking area delineated on Exhibit C hereto,
and the non-exclusive right to make use of any and all other
parking areas at Coconut Grove Exhibition Center which are not
reserved or designated for Marina or other CITY use. Control
of the parking area delineated for exclusive CONCESSIONAIRE
use shall be the sole responsibility of the CONCESSIONAIRE.
20. SIGNS j
CONCESSIONAIRE shall be permitted by the CITY
to i erect n =.. {
a,pprdpre sign on South Bayahore Drive and
appropriate signs on the Coconut Drove Exhibition. Center build-
ing subject to the City of Miami sign Ordinance contained in
the City of Miami Comprehensive Zoning Ordinance, and further
subject to written approval by the City Manager, or hisdesignee,-
of the Flans as to location and content of the said signs. The
City Manager's approval shall not' be unreasonably withheld.
21. RIGHT TO INSPECTION OF PREMISES
lawww•wYellwiiw�wo�no�
The CONCESSIONAIRE agrees that the concession
facilities and premises may be inspected at any time by authorized
representatives of the City Manager or his designee or by any
other states county, or municipal officer or agency having respon-
s1bilities for inspections of such operations. The CONCESSIONAM
agrees to undertake immediately the Correction of any deficiency
cited by such inspectors.
0
•
�2. Ir!FPOPFR USE AND : USFENSTAt;
The CONCESSIONAIRE will not use, nor suffer or
permit any person, to use in any manner whatsoever, the assigned
concession facilities for any improper, Immoral or offensive
purpose, cr for any purpose in violation of any federal, state,
ceunds•, or municipal ordinance, mule, order er reCulation, cr o.r
any governr^ental rule or regulation now in effect or hereafter
enacted or adapted. the CQ��CESiIOP+f':IPE will protect, indecrif';;
and fore :•e: save and keep parr►less the CITY and individual r:e^!rEMs
thereof and their agents, from and against damage, penalty, fires
jud &nent, expense or charre suffered, unposed, assessed or incurred
for any violation, or breach of any law, ordinance, rule, order
cr regulation occasioned by any act, neglect or cr•,ission of the
CG:,*CESSIC::AIRF or any employee, person or occupant. in the ever,
of any violation by the COt.CESSIONAIRE or if the CITY or its
authorized representative shall deem any conduct on the part of
the CG1�CESSIO HIRE to be objectionable or improper, the CITY
shall have the right to suspend the operation of the corcessiar. .
should the CONCESSIONAIRE fail to correct any such violation,
conduct, or practice to the satisfaction of the CITY within
,twenty-four hours after receiving written notice of the nature and
extent of such violation,.eonduct, pr practice:, The CCICESSIO-14AIFE
further agrees not to commence eperatipn"during the-suspensicn.until
the violation has been corrected to the satisfaction of the CITY.
�3. STORAGE OF DANGEROUS SUBSTANCES
The CONCESSIONAIRE agrees not to use or perryt the
storage in the facility of gas, illuminating oils, oil lamps,
turpentine,'benzine, naphtha, or other similar substances,.or ,!
explosives of any kind, or any substance or thing prohibited in
the standard policies of fire insurance companies in the State
of Florida, or prohibited by the Fire Marshall of the City of
Miami. Fire extinguishers as required by the City Fire Marshall
shall be purchased and installed by the CONCESSIONAIRE,
®low
a
24. HOLD HARMLESS
The CONCESSIONAIRE assumes all risk in the opera-
tion of this concession and shall be solely responsible and
answerable in damages for accidents or injuries to persons or
property, whether direct or indirect, arising out of the opera-
tion of this concession or arising by virtue of the careless-
ness, negligence or improper conduct of the CONCESSIONAIRE -or
any servant, agent or employee of the CONCESSIONAIRE, and hereby
covenants and agrees to indemnify and save harmless the CITY
OF MIA@►I, FLORIDA and their officers and employees from every
such claim, suit, lose, damage or injury, which responsibility
shall not be limited to the insurance coverage herein required.
25. INSURANCE '
The CONCESSIONAIRE shall maintain during the terra
of this Agreement the following insurance:
a. Public Liabilitypincluding Products Liability,
Insurance in the'amounts-of not less than
$1,000,000 per occurrence for death or bodily
Injury and not less than $50,000 per occurrence
for property damage.
b. A standard fire insurance. policy on his premises
and all furniture, fixtures, equipment, and
Improvements* including the perils of lire,
extended coverage, and other perils, for the
actual cash value thereof. 1
c. The -CITY shall be rued as an additional
Insured under the poliaies,of insurance as
required by this Agreement.
d., Automobile Liability Insurance covering all
owned, non -owned, and hired vehicles in
amounts of not less than $100,000.00 per
accident and $300,000.00 per occurrence of
bodily injury and $10,000.00 property damage.
e.
The CITY shall be given at least thirty (30)
days advance written notice of cancellation �
of said policies or any material modlflca-
-
tions thereof.
f.
Certificates of insurance shall be filed with
the Finance Department, Risk Management D1vi-
sicn of the CITY of Miami.
g.
The insurance coverage required shall include
those classifications as listed in standard
liability insurance manuals, which most
nearly reflect. the operations of the CONCESSIONAIRE.
h.
All insurance policies shall be issued by
companies authorized to do business under the
laws of the State of Florida and must be rated
at least "A" as to management and Class "X"
as to financial strength, all in accordance
A.M. BEST'S KEY RATING GUIDE, latest edition.
i.
The CITY reserves the right to amend the
Insurance requirements as circumstances
dictate in order to protect the interest of
the CITY in this concession Agreement.
j.
The CONCESSIONAIRE shall furnish certificates
of insurance to the-CInA prior to the commence-.
Mont of operations, which certificates shall
clearly indicate the CONCESSIONAIRE has obtained
j
Insurance in the type, amount, and classifi-
cations as required for strict compliance
with this covenant and shall be subject to
the approval, of, the Department of Finance, '
Risk Management Division. "'
r.
k. The policy s#:all be endorsed as :ollows:
."It is agreed that in the event of any
claim or suit against the insured for
damages covered -by this policy, the
insurance company will not deny liability
by the use of a defense based upon
governmental immunity."
26. DAMAGE OR DESTRUCTIO6111 OF BUILDING
In the event the Coconut Grove Exhibition Center,
or any portion thereof, is damaged or destroyed by fire or other
casualty, said damage or destruction shall be repaired and restored
ty the CITY with. due diligence, subject to the right of the
CITY, is tape ccs•t of repair and restoration is so substantial
as to crake such repair or restoration economically unfeasible in
the opinion of the City Manager, to terminate this.Agreement
upon 60 days' notice.
27. EXCLUSIVITY
The CITY agrees not to establish any note concession
facility, or concession service in conflict or in competition
with the CONCESSIONAIRE, without first giving the CONCESSIONAIRE
the opportunity of providing the service... On occasion, however,
there are booths at certain exhibitioha or events taking place
at Coconut Grove Exhibition Centerewhereat samples of food or
beverages•are offered to the public for tasting and possibly,
subsequently, for purchase by the public for consumption off
the premises. The CONCESSIONAIRE hereby agrees to permit this
when it is authorized by the Auditorium Manager, and the CITY !
hereby agrees to coordinate such situations with the CONCESSIONAIRE
and to control and monitor them carefully to ensure minimal
effect on the sales of the CONCESSIONAIRE.
28. CONCESSION PRIVILEGE
It is the intent of the CITY, concurred in by the
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CONCESSIONAIRE, that this Agreement shah, not, as against -the
CITY, vest any right in the CONCESSIONAIRE; and shall be deemed
only the grant of a privilege to the CONCESSIONAIRE -to carry
out the terms of this Agreement on property of the CITY so
long as such..Agreement or privilege shall be in force. It is
further the intent of the parties hereto that violation of, or
failure to comply with, the terms of this Agreement shall,
at the option of the CITY terminate this Agreement and privilege
-upon three days notice in writing delivered -or Trailed to the
CONCESSIONAIRE'S address as set forth herein. If the CITY does
not afford CONCESSIONAIRE the opportunity to mend any default
within a specified time, the privilege shall terminate and the
CONCESSIONAIRE shall remove himself and his property front the
premises, if all financial obligations hereunder have been met.
Continued occupancy of the facility after termination of the
privilege shall constitute trespass by the CONCESSIONAIRE,
and may be prosecuted as such. In addition, the CONCESSIONAIRE
shall pay to the CITY $200 per day as liquidated damages for
such trespass and holding over.
29. CO -PARTNERSHIP
Nothing herein contained shall apeate or be
construed as creating a co -partnership between the CITY and the
CC?.CESSIONAIRE or to constitute the CONCESSIONAIRE as an agent
of the CITY. '
30. DEFINITION OF CONCESSIONAIRE
It is expressly understood and agreed that no
part, parcel, building, structure, equipment or space is ieased
to the CONCESSIONAIRE; thathe is a CONCESSIONAIRE and nota
lessee; that the CONCESSIONAIREtS=right to operate the concession
shall'continue only so long as the concession operation eompliea
with the undertakings, provisions, agreements, stipulations and
conditions of this Concession Agreement.
31. EXTENSION-4 ASSIGNMENT. OR TRANSFER OF STOCK
The CITY may, by amendment to the Concession
t
Agreement, Authorize the CONCESSIONAIRE to expand the services
provided.. To encourage continuity of successful operation, the
CITY may give preference to the existing CONCESSIONAIRE in the
extension or renewal of this Agreement. The CONCESSIONAIRE may
not assign this Concession Agreement, or any part thereof, without
approval of the CITY.
32. TERMINATION BY CITY
The CITY reserves the right and privilege to
terminate this Agreement at any time, subject to reimbursement
to the CONCESSIONAIRE of any unamortized capital investment made
by the CONCESSIONAIRE.
33• SURRENDER OF ALCOHOLIC BEVERAGE LICENSES
In the event of a termination of this Agreement
for any cause includings but not limited to, expiration of the
term thereof, the CONCESSIONAIRE shall surrender any alcoholic
beverage license in effect for the Exhibition Center, or any,
part thereof, or assign all licenses to any designee of the CITY
at the election or request of the CITY, the surrender or-aesigh-."
went to be effected within three (3) business days after the
election or request of CITY. If termination is not due to the
expiration of the term hereunder, CITY or its designee shall
pay for same at its prorated cost.
34. REVOCATION OF CONCESSION PRIVILEGE
If the CONCESSIONAIRE fails to comply with any of i
the terms hereof, the CITY may cancel this Agreement and revoke
the privilege of the CONCESSIONAIRE to come upon the CITY'S Property
for purposes for which this concession was granted and may oust
and remove all parties who may be present�uaon or occupy any j
part of the premises for the purpose of exercising any rights '
so revoked. The CITY shall make no reimbursement of the CONCES—
SIONAIRE'S unamortized capital investment if termination of this
Agreement is caused by failure to comply with any of the terms
herein, and the CONCESSIONAIRE has tailed to cure the violation(s)
after adequate written notice pursuant to paragraph 38 herein.
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35. NON-DISCRIMINATION
The CONCESSIONAIRE agrees that there shall be no
discrimination as to race, sex, color, creed or national origin
In connection with the use, maintenance and operation of the
premises by CONCESSIONAIRE.
36. ATTORNEY'S FEES
In the event of any litigation between the parties
to enforce any of the terms.or provisions oaf this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees.
37. CAPTIONS
The captions contained in this Agreement are inserted
only as a matter of convenience and for reference and in no way
define, limit or prescribe the scope'of this Concession Agree-
ment or the intent of any provision thereof.
38. NOTICES,
All notices from the CITY to the CONCESSIONAIRE
shall be deemed duly served if mailed by registered or certified
sail to the CONCESSIONAIRE at the following address:
Jerry's Inc.
P. 0. Box 59-2817
Miami, Florida 33159
All notices from the CONCESSIONAIRE to the CITY
shall be deemed duly served if mailed to: -
The City Manager
City of Miami
3500 Pan American Drive, Dinner Key
• Miami, Florida 33133
The CONCESSIONAIRE and.the CITY may change the
above mailing addresses at anytime upon givSng the other party
written notification. All notices under this Concession Agreement
must be in writing.
39. ENTIRE AGREEMENT
The provisions of the Concession Agreement constitute
the entire agreement between the parties and no prior agreements
or representations shall be binding upon any of the parties unless
Incorporated in this Concession Agreement. No modifications release,
discharge, or waiver of any of the provisions hereof shall be of
force and arfect unless In writing and signed by both parties.
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LAST NAF---F1R6T NAMF—MI001..F NAME
MAILING ADDRESS
I CITY
COUNTY
DATE ON WHICH VOTE OCCURRED
Se Cember 25 1986
NAME OF BOARD. COUNCIL, COMMISSION, AUTHORITY. OR COMMITTEE
TILE POARD. COUNCIL,CO}MMMMON, AUTHORITY. OR COM MITTFF ON
WHICH 1 SFRVE IS A UNIT OF:
CITY 000UNTY toOTHER LOCAL AGENCY 135TAT!
NAME OF rOLITICAL SUBDIVISION OR STPTE AGENCY
r
W"O MUST FIDE FORM 4
This form is for use by any person sewing on either an appointed or elected board, council, commission, authority, or committee,
whether state or local, and it applies equally to members of advisory and non -advisory bodies who are faced with a voting conflict of
interest.
As the voting conhict requirements for public officers at the local level differ from the requirements for state officm, this form is divided
into two parts: PART A is for use by persons serving on local boards (municipal, county, special tax districts, etc.), while PART B is
prescribed for all other boards, i.e., those at the state level.
PART C of the form contains instructions as to when and where this form must be filed.
PART A
VOTING CONFLICT DISCLOSURE FOR LOCAL PUBLIC OFFICERS
[Required by Section 1113143(3), Florida Statutes (Supp. 1984).)
The Code of Ethics for Public Officer and Employees PROHIBITS each munkcipal, county, and other local public offleer FROM
VOTING in an official capacity upon any measure which inures to his special private gain. Each local officer also is prohibited from
knowingly voting in his official capacity upon any measure which inures to the special gain of any principal (other than a government
agency as defined in Section 112.312(2), Florida Statutes) by. whom he is retained.
In any such case a local public officer must disclose the conflict:
(a) PRIOR TO THE VOTE BEING TAKEN by publicly stating to the assembly the nature of his interest in the matter on which he is
abstaining from voting; and
(b) WITHIN 15 DAYS AFTER THE VOTE OCCURS by describing the nature of his interest as a public record in this part below.
NOTE: Commissioners of a Community Redevelopment Agency created or designated pursuant to Section 163.356 or Section 163.357,
Florida Statutes (Supp.1984), or officers of independent special tax districts elected on a one -acre, one -vote basis are not prohibited from
voting. In such cases, however, the oral and written disclosure of this part must be made.
I, the undersigned local public officer, hereby disclose that on SCR UMb= 25 , 19 _.Afi
(a) I abstained from voting on a matter which (check one):
inured to my special private gain; or
X inured to the special gain of Terremark , Inc. by whom I am retained.
a..
I
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k�"v�xxx�; rcmrtaY+sv�lr� a:�e,t;z;�rv3!+RUWt:�flnr*rrrr.nrv.•mF�:,^����..;.x.4,,w,,,,, dbce .�:ra;+vsem�x�'+. �4,aan5+:3xmentrru'n�7n:v:,wtniTy+'¥
(h) The m-easure on which I nhg1ahKd and the mature of my intercRt in the rocan ere is ass fnlfo%vs:
R.- 86-722, item 10 of September 25, 1986: Authorizing the assi.gment
of the agreement dates( Sept. 25, 1979, between the City of Miami and
Jerry's Inc., to Terremark at Dinner Key, Inc. etc.
Oct. 9, 1986
Date Filed Signature
Please see PART C for instructions on when and where to file this form.
PART
VOTING CONFLICT DISCLOSURE FOR STATE OFFICERS
[Required by Sextion 112.3143(2), Florida Statutes (Sapp. 1984).]
Each state public officer is permitted to vote in his official capacity on any matter. However, any state officer who votes in his official
capacity upon any measure which inures to his special private gain or the special gain of any ptincipal by whom he is retained is required
to disclose the nature of his interest as a public record in 1'hrt ® below within IS days after the vote occurs.
1. the undersigned officer of a state agency, hereby disclose that on , 19 .
(a)1 voted on a matter which (check one):
inured to my special private gain; or
inured to the special gain of
(b) The measure on which 1 voted and the nature of my interest in the measure is as follows:
Date Filed Signature
Please see PART C below for instructions on when and where to file this form.
, by whom 1 am retained.
PART C
FILING INSTRUCTIONS
This memorandum must be filed within fifteen (IS) days following the meeting during which the voting eonflict occurred with the person
responsible for recording the minutes of the meeting, who shall incorporate the memorandum in the meeting minutes. This form need not
be fibd merely to indicate the absence of a voting conflict.
NOTICE: UNDER PROVISSONSOF FLORIDASTATUTES1 I IL317(1993)6 A FAILURE To MAKE ANY REQUIRED DISCI URECONSTITUTESGROUNDSFOAANDMAY
BE PUNISHED BY ONE OR MORE OF THE FOLLOWING: IMPEACHMENT. REMOVAL OR SUSPENSION FROM OFFICE OR EMPLOYMENT.
DEMOTION. REDUCTION IN SALARY. REPRIMAND. OR A CIVIL PENALTY NOT TO EXCEED SS=.
cE Fntu a. tEv. en ea PAGE i
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