HomeMy WebLinkAboutMemo-City Manager-Substitution for RE.10CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and DATE: May 3, 2012
Members of the City Commission
FROM: Johnny Martinez, P
City Manager
SUBJECT: Substitution for item RE.10
Revocable License Agreement with
Grove Key Marina, Inc.
REFERENCES:
ENCLOSURES:
Please be advised that the City Attorney's Office has revised the Revocable License Agreement related
to item RE.10 scheduled for the May 10, 2012 City Commission Meeting, which has been corrected and
substituted as follows:
7. Occupancy and, Term and Effect of Revocation.
A. This Agreement is revocable -at -will. Unless this Agreement is revoked or terminated as
provided in this Agreement, this Agreement shall commence upon the Effective Date and shall
continue on a month -to -month basis, provided Licensee is not in violation of the Agreement,
until the earlier to occur of: (i) termination or cancellation revocation of this Agreement by
either party upon not less than fifteen (15) sixty (60) days written notice prior to the end of any
-monthly period, or (ii) the 3151 day of December 2012. The initial month shall be prorated at it
will run from June 23, 2012 through June 30, 2012.
B. Revocation by Licensee. Should Licensee revoke this Agreement, it shall be obligated to
provide the City with use of the equipment and inventory listed in Exhibit "C" attached hereto
and made a part hereof, for a period of six (6) months following the date of revocation, at no
cost to the City. In such event, the City shall indemnify Licensee, to the extent permitted under
chapter 768.28, Florida Statutes, or cause to have Licensee indemnified, by any third -party, for
any losses or injuries resulting from the City's or a third-party's negligent use of the equipment
and inventory listed in Exhibit "C".
C. Revocation by the City. Should the revoke this Agreement for cause, the Licensee shall be
obligated to provide the City with the equipment and inventory listed in Exhibit "C" for a period
of six (6) months following the date of revocation, at no cost to the City. In such event, the City
shall indemnify Licensee, to the extent permitted under chapter 768.28, Florida Statutes, or
cause to have Licensee indemnified, by any third -party, for any losses or injuries resulting from
the City's or a third-party's negligent use of the equipment and inventory listed in Exhibit "C".
Should the City revoke this Agreement without cause, the Licensee shall be authorized to
remove the equipment and inventory listed in Exhibit "C", sixty (60) days after receipt of the
City's notice of revocation. "°-"'
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9. Use Fee.
92. Minimum Monthly Use Fee.
Commencing on the Effective Date of this Agreement, and in advance of the first day of
each month thereafter during the term ofthe Agreement, Licensee shall pay to the City the
greater ofa minimum monthly Use Fee ofFi three Thousand Two Hundred Dollars
($58,3200.00), plus State of Florida State Use Tax, if applicable, or a percentage fee
("PercentaEe Fee"), plus State of Florida Use Tax, if applicable, for the License to use the
Property.
The first such payment due under this Paragraph shall be prorated to include any period
from the Effective Date to the first day of the first full calendar month to occur thereafter.
The minimum monthly Use Fee has been established by the Parties and represents the
cumulative amount for the following:
Use ofthe property tomanage amarina and acasual outdoor
restaurant $41,000.00
Additional fee (negotiated and agreed upon bythe
Pa+#es� $ 5,000.00
Amount for estimated monthly advalorem taxes $12,200.00
TOTAL MINIMUM MONTHLY USE FEE DUE TOTHE CITY 5583'30000
Licensee shall be responsible for any cost associated with its programs operated on the
Pnoperty, including but not limited to, security, equipment, and insurance. The actual payment
for ad valorem taxes shall be accurately adjusted up or down, in the final month of this
Agreement.
13.2. Financials.
Within one hundred twenty (120) days after the end of its Moa| year, Licensee shall
deliver orcause to be delivered to the Director anaudited financial statement which includes,
among other things, information on the Licensee's business operations for the fiscal year.
Such audited financial statement shall be prepared by an independent certified public
accountant ("CPA") employed at the Licensee's sole cost and expense. |nthe event Licensee is
unable to timely submit the audited financial statement and provided Licensee has commenced
and diligently pursued the completion of the audited financial statement Licensee may request
hnm the Director thirty (30) day extension to complete the audited financial statement, which
request shall not be unreasonably denied. Said CPA shall attest that such statement is prepared
inaccordance with generally accepted accounting principles and practices and represents the
results ofoperations for the period indicated therein,
Notwithstanding the above and during the Term of this Agreement, and fora period
expiring three (3) years after the expiration ofthe term, at its option the City may, at its sole
cost and expense, audit Licensee's business affairs, records, program files, sales slips and sales
tax records in connection with Licensee's sales on, from or related tothe Property for the period
covered by any financial statement, report or record furnished to the City.
Licensee shall allow the City or auditors of the City to inspect all or any part of the
source documents and records for the aforesaid reports. Said inspection shall be conducted at
the sole discretion of the City. Records shall be available Monday through Friday, inclusive,
between the hours of8:OO 4K4 and 5:00 PM at the Licensee's address provided in Paragraph 25
of this Agreement. Copies requested by the City shall be furnished to the City at no cost. This
Agreement is subject to the audit and inspection rights set forth in Sections I8'I00to 28'182of
the Code.
24� Cancellation Revocation 6yRequest ofEither ofthe Parties Without Cause.
Either party may cancel revoke this Agreement at anytime, without cause, by giving not
less than fifteen (15) sixty (60) days written notice to the non cancelling revoking party prior to
the effective date ofthe cancellation revocation.
This is a ea+*c�� revocation for convenience clause and neither party shall have any
recourse against the other party due to the exercise of such ee*cc|bdon revocation provided;
however, that Licensee must pay its fees due to the City under this Agreement through the
effective date ofsuch cunueUoLk**revocation.
25. TerminationRevoca�on 6y[�y[Wznagerfor Cause.
If, atthe sole and complete discretion of the City Manager, Licensee in any manner
violates the restrictions, terms and conditions of this Agreement, then, and in the event, after
fifteen (15) days written notice given to Licensee by the City Manager within which to cease
such violation or correct such deficiencies, and upon failure of Licensee to do so after such
written notice within said fifteen (15) day period, this Agreement shall be automatically
terminated[ revoked without the need for further action by the City. Upon such automatic
tcrminztion revocation, Licensee shall abide bythe terms of Paragraphs 7 and 33 herein.
37. Ownership ofImprovements.
Asnfthe Effective DateandthmuXhouttheuseperiod'aU buildings and improvements
and inventory thereon on the Property shall be vested with the City. Furthermore, title to all
Alterations made in or to the Property, whether or not by or at the expense of Licensee, shall,
unless otherwise provided by written agreement, immediately upon their completion become
the property nfthe City and shall remain and be surrendered with the Property
33. Surrender ofProperty,
In either event of termination or cancellation of this Agreement, Licensee shall
peacefully surrender the Property broom dean and in good condition and repair together with
all alterations, fixtures, installation, additions and improvements which may have been made in
or attached on or to the Property. A listing of all inventory and fixtures on the Property
belonging tothe Licensee, but which the City mayuse as set forth in Paragraph 7, bset forth in
Exhibit "C, Licensee warrants thatse�d
the inventory and fixtures set forth in Exhibit "[" are free and clear ofall liens, including but not
limited to U[[|iens, leases and the like.
Upon surrender, Licensee shall turn over to the City any and all security deposits,
advance rent orother deposits/monies it has received from any subtenants or customers for
services or use of any part ofthe Property. Further, upon the earlier event to occur of (|) fifteen
(15) days following the issuance of a notice of revocat|onpunuant to paragraph 7 or (ii) on
November 14' 101Z'Licensee sha|turn over to the City, in an electronic format, any and all
customer information, including but not limited to, contracts, lists, files, etc, In addition' upon
surrender (except as required byParagraph 7)' Licensee shall promptly remove all Its personal
property, trade fixtures and equipment and Licensee shall repair any damage to the Property
caused thereby, Should Licensee fail to repair any damage caused to the Property within ten
(10) days after receipt of written notice from City directing the required repairs, City shall cause
the Property to be repaired atthe sale cost and expense of Licensee, Licensee shall pay City the
full cncL of such repairs within ten (IO) days of receipt of an invoice indicating the cost of such
required repairs. At [ity's option, City may require Licensee to restore the Property so that the
Property shall be as itwas onthe Effective Date.
|nthe event Licensee fails toremove its personal property, equipment and fixtures from
the Property within the time limit set bythe notice, said property shall be deemed abandoned
and thereupon shall become the sole personal property of the City, The City, at its sole
discretion and without liability, may remove and/or dispose of same as City sees fit, all at
Licensee's sole cost and expense. The removal obligations set forth herein are sub|eotto the
provisions ofParagraph 7'above,
EXHIBIT
| INVENTORY & FIXTURES LIST
Restaurant
The corrections made by the CityAttorne/s Office and the revised version have been forwarded to the
Agenda Office.
C: Henry Torre, Public Facilities Director
BviGaUastuCui,Agenda Coordinator