HomeMy WebLinkAboutexhibit1Amendment No. 3
This extension and amendment ("Amendment"), entered into as of this
, 2004, (but effective as of October 1, 2004), by and between the
City of Miami ("City") and Terremark at Dinner Key, Inc.("Concessionaire"), a Florida
for profit corporation, is the third amendment to the Concession Agreement
("Agreement") dated September 25, 1979 originally executed between the City and
Jerry's, Inc.
RECITAL
WHEREAS, on September 25, 1979, the City of Miami entered into an
Agreement for the operation of concession stands ("Services") at the Coconut Grove
Convention Center ("Center"); and
WHEREAS, the original term of the Agreement was from October 1, 1979 to
September 30, 1989, with three options to renew for a five-year term, each; and
WHEREAS, the City Commission, pursuant to Resolution No. 86-772, adopted
on November 26, 1986, authorized the City Manager to execute Amendment No. 1 to the
Agreement consenting to the assignment of the Agreement from Jerry's, Inc. to
Concessionaire, amending the date terminating the Agreement from September 30, 1989,
to September 30, 2004, and amending other provisions of the Agreement; and
WHEREAS, the City Commission, pursuant to Resolution No. 89-812, adopted
on September 14, 1989, authorized the City Manager to execute Amendment No. 2 to the
Agreement amending additional provisions of the Agreement; and
WHEREAS, currently, the City is in the process of evaluating the future use for
the Center; and
WHEREAS, the City plans to continue schedule events at the Center until the
future of the Center is determined, and as such, continues to be in need of a company to
provide Services; and
WHEREAS, the term of the Agreement expires September 30, 2004; and
WHEREAS, the City would like to continue to have events in the Center until it
determines its future use; and
WHEREAS, Concessionaire is willing to provide such Services; and
WHEREAS, the parties agree to extend the Agreement subject to the terms and
conditions contained herein.
NOW, THEREFORE, in_consirieration of_the_promises..and-the-mutual- covenants
and obligations herein contained and subject to the terms and conditions hereinafter
stated, the City and Concessionaire agree as follows:
K#04-327 Extension of Agreement with Terremark at Dinner Key, Inc.
General Terms
f. RECITALS: The recitals herein are true and correct and are hereby incorporated
into and made a part of this Agreement.
2. TERM: During this extended term of the Agreement in which the City is
evaluating the futures uses of the Center, the volume and frequency of the events
conducted in the Center may significantly decrease. The parties agree to amend the
provisions of Section 1(a) of the Agreement entitled "Location of Concession, Term and
Use" with regard to the date of termination of Agreement. The extended term of the
Agreement is ninety days from the effective date. There shall be three options to extend
the Agreement for additional ninety day periods. The total term of the Agreement shall
not extend beyond September 30, 2005, without City Commission approval.
The parties agree to extend the term of the Agreement until (a) until one party
mails to the other party prior written notice a minimum of thirty (30) days before the
effective date of termination the Agreement or (b) it is revoked in accordance with
Section 34 of the Agreement entitled "Revocation of Concession Privilege", whichever of
the two is earlier.
3. CONSIDERATION: In consideration of possibility of the fluctuations in the
volume and frequency of the events conducted in the Center, Concessionaire shall not
pay a minimum monthly rent guarantee and shall pay to the City thirty-three percent
(33%) of its monthly gross income from concession sales during the extended term.
Payments shall be made in accordance with the provisions of the Agreement on the 20'h
day of each month.
In exchange for the agreeing to continue to provide Services during the extended
term, Concessionaire agrees not to make any claims, for either the term or extended term
of the Agreement, or allege any damages of business interruption, loss profits or
reimbursement for disruption of business by reasons of renovations, alterations,
modifications or expansion of the amount of use of site of the Center as an exposition
center.
4. ANNUAL STATEMENTS OF OPERATIONS
During the extended term of the Agreement, Concessionaire shall not be required
to provide annual statements of operations as provided in Section 6 entitled "Records".
5. COMPLIANCE WITH ALL LAWS:
Both parties shall comply with all applicable laws, ordinances and codes of the
federal, state, and local governments. Particularly, Concessionaire is aware of the
conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V),
Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of
Florida as set forth in_ the_ Florida Statutes, _and agreesthat it will _fully_comply in all
respects with the terms of said laws and any future amendments thereto. Concessionaire
covenants that no person or entity under its employ, presently exercising any functions or
responsibilities in connection with this Agreement, has any personal financial interests,
K#04-327 Extension of Agreement with Terremark at Dinner Key, Inc.
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