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HomeMy WebLinkAboutexhibitAmendment 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. K#o,••••M•••••4-3327 Extension of Agreement with Terremark at Dinner Key, Inc. NY✓ NOW, THEREFORE, in consideration 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: General Terms 1. 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 parties agree to extend the term of the Agreement on a month -to -month basis 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. The term of the Agreement shall not extend beyond September 30, 2005, without City Commission approval. 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 20th 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 K#04-327 Extension of Agreement with Terremark at Dinner Key, Inc.. Florida as set forth in the Florida Statutes, and agrees that 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, direct or indirect, with the City. Concessionaire further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Concessionaire, its employees or associated persons, or entities must be disclosed in writing to the City. 6. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, shall remain in full force and effect through the extended term. IN WITNESS WHEREOF, the parties hereto have caused the Amendment and Extension to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Concessionaire" ATTEST: Terremark at Dinner Key, Inc. a Florida corporation Name: Print Name: Title: Print Title: "City" CITY OF MIAMI, ATTEST: a municipal corporation Priscilla A. Thompson City Clerk Joe Arriola City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez Dania Carrillo City Attorney Risk Management Administrator K#04-327 Extension of Agreement with Terremark at Dinner Key, Inc.