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HomeMy WebLinkAboutR-04-0287City of Miami Legislation Resolution: R-04-0287 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 04-00455 Final Action Date: 4/29/2004 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE BAYFRONT PARK MANAGEMENT TRUST ("TRUST") TO ACCEPT THE TRANSFER AND ASSIGNMENT OF THE AGREEMENTS WITH THE TRUST FROM CONCORDE CRUISES, INC. ("CONCORDE") TO SOUTHEAST CRUISE HOLDINGS, LLC; AUTHORIZING THE TRUST'S EXECUTIVE DIRECTOR TO EXECUTE AN AMENDMENT AND RESTATEMENT TO THE USE AGREEMENT EXECUTED JUNE 25, 1997, AND AN AMENDMENT AND RESTATEMENT TO THE VALET PARKING CONCESSION AGREEMENT DATED DECEMBER 8, 1998, WITH SOUTHEAST CRUISE HOLDINGS, INC., IN SUBSTANTIALLY THE ATTACHED FORM; AND AUTHORIZING THE CITY MANAGER AND THE TRUST'S EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY TO RELEASE CONCORDE'S GUARANTY UPON THE OCCURRENCE OF CONDITIONS PRECEDENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. WHEREAS, the City of Miami ("City") is the owner of the property known as Bayfront Park ("Park"); and WHEREAS, pursuant to an agreement with the Department of Army ("Army Corps") dated August 8, 1990, the City is lessee of portions of the baywalk that is adjacent to the Park; and WHEREAS, pursuant to Section 38-101, of the Code of the City of Miami, Florida, as amended, the Park and the leased area from the Army Corps is managed and operated by Bayfront Park Management Trust ("Trust") which is authorized to enter into agreements for the use of those areas (hereinafter collectively referred to as the "Park"); and WHEREAS, the Trust and Concorde Cruises, Inc. ("Concorde"), formerly known as Bayfront Ventures, a Florida joint venture, entered into a Use Agreement dated June 25, 1997, ("Use Agreement"), which was further amended on September 26, 1997, in 2001, and June 27, 2002, for the operation of a casino gaming vessel known as Casino Princesa ("Vessel") at the northern dock of the Park; and WHEREAS, on December 8, 1998, the Trust and Bayfront Valet, LLC, a Florida limited liability company ("Bayfront Valet") owned by Concorde, entered into Valet Parking Concession Agreement ("Concession Agreement"), which was further amended on June 27, 2002, for the operation of valet parking services adjacent to the northern dock of the Park and further amended the Concession Agreement; and WHEREAS, currently, Concorde has negotiated an asset purchase agreement with Southeast Cruise Holdings, LLC ("Southeast") for acquisition of the Vessel, the valet parking operation and the personal property related thereto; and WHEREAS, Concorde and Bayfront Valet have requested that the Trust approve an City of Miami Page 1 of 3 File Id: 04-00455 (Version: 2) Printed On: 9/12/2016 File Number: 04-00455 Enactment Number: R-04-0287 assignment and transfer to Southeast of their rights, titles and interests in the Use Agreement and Concession Agreement, respectively; and WHEREAS, pursuant to the provision of Section 14 of the Use Agreement, Concorde shall not transfer more than fifteen percent (15%) of its interest without the Trust's prior approval; and WHEREAS, pursuant to the provisions of Section XIV of the Concession Agreement entitled "Assignment," Bayfront Valet may not subcontract, transfer, convey or assign any of the rights, privileges or premises granted pursuant to the Concession Agreement without obtaining written consent of the Trust; and WHEREAS, on April 19, 2004, the Trust approved the transfer and assignment of the Use Agreement and the Concession Agreement and authorized the Trust's Executive Director to execute amendments and restatements to these agreements, in substantially the attached form, with Southeast, subject to the terms and conditions contained therein; and WHEREAS, the Trust has determined that the acceptance of the assignment is in the best interest of the parties and has conditioned its acceptance of the assignment and transfer and its authorization for the Executive Director to execute the amendments and restatements to the Use Agreement and the Concession Agreement (collectively "Agreements") and to execute the revocable license agreement based upon the following conditions: (1) City Commission approval, (2) provision of a Letter of Credit, (3) the execution of the asset purchase agreement(s) between Concorde and Bayfront Valet to Southeast, (4) Concorde's payment of its arrearage to the Trust, and (5) the other terms and conditions contained in the Agreements; and WHEREAS, upon the occurrence of the conditions precedent contained above, the City Manager and the Trust's Executive Director shall be authorized to execute a release Concorde's guaranty. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The Trust's Executive Director is authorized{1} to accept the transfer and assignment of the agreements with Concorde Cruises, Inc. to Southeast Cruise Holdings, Inc. Section 3. The Trust's Executive Director is authorized{1} to execute: (1) the fourth amendment to the Use Agreement entitled "Amendment and Restatement to the Use Agreement" and (2) the second amendment to the Concession Agreement entitled "Amended and Restated Valet Parking Concession Agreement," in substantially the attached form, between the Trust, Concorde Cruises, Inc. and Southeast Cruise Holdings, LLC., based upon the following conditions: (1) City Commission approval, (2) provision of a Letter of Credit, (3) the execution of the asset purchase agreements between Concorde and Bayfront Valet to Southeast, (4) Concorde's payment of its arrearage to the Trust, and (5) the other terms and conditions contained in the Agreements. City of Miami Page 2 of 3 File Id: 04-00455 (Version: 2) Printed On: 9/12/2016 File Number: 04-00455 Enactment Number: R-04-0287 Section 4. Upon the occurrence of the conditions precedent contained herein, the City Manager and the Trust's Executive Director shall be authorized to execute the documents necessary to release Concorde's guaranty, in a form acceptable to the City Attorney. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{1} Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the mayor vetoes this Resolution, it shall not be effective unless the City Commission overrides the veto. City of Miami Page 3 of 3 File Id: 04-00455 (Version: 2) Printed On: 9/12/2016