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RESOLUTION 89-19780 RESOLUTION NO. 89-19780 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING EXECUTION OF A THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PTG-FLORIDA, INC. , TO CLARIFY THAT THE ONE DOLLAR ($1.00) SURCHARGE COLLECTED BY THE PRODUCER SHALL NOT IN ANY WAY BE CONSIDERED A PART OF THE RENTAL PAID BY PRODUCER TO THE CITY AND CONSENTING TO THE ASSIGNMENT FROM ZEV BUFMAN THEATRE PARTNERSHIP LTD. TO PTG-FLORIDA, INC. WHEREAS, pursuant to Resolution #84-17918 dated November 7, 1987 the CITY entered into an Agreement on November 9, 1984 with MACCABEE INVESTMENTS, INC. (the "Agreement") for the presentation of performances at the Miami Beach Theater of the Performing Arts a/k/a Jackie Gleason Theater for the Performing Arts; and WHEREAS, the Agreement also provided that MACCABEE INVESTMENT, INC. had the right to assign the Agreement to a limited or general partnership of which ZEV BUFMAN is a controlling partner; and WHEREAS, on December 4 , 1984 MACCABEE INVESTMENTS, INC. assigned the Agreement to ZEV BUFMAN THEATRE PARTNERSHIP, LTD. ; and WHEREAS, on June 13 , 1988 , the First Amendment (to Agreement) was executed between the City of Miami Beach and Zev Bufman Theatre Partnership, Ltd. , to reflect the new theater seasons for 1988-1991 which are consistent with the new construction schedule; and WHEREAS, on October 21, 1988, the Second Amendment (to Agreement) was executed to provide that the personal services of Zev Bufman shall include those services provided by Zev Bufman, individually and/or Pace Theatrical Group, Inc. WHEREAS, on or about November 27 , 1988 Zev Bu f furan Theatre Partnership, Ltd. assigned all its interest in the Agreement to PTG-Florida, Inc. and the City wishes to acknowledge and consent to said asignment; and WHEREAS, the City Manager has recommended this Third Amendment and the City Attorney has approved it as to form; 1 NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Clerk be and they are hereby authorized and directed to execute said Third Amendment in the name of and on behalf of the City of Miami Beach, Florida. PASSED and ADOPTED this 31st day of October , 1989 . V ice MAYOR Attest: zelai;te Ox4.- CITY CLERK PNB/nn 091389 Form Approved Legal Department ( e72. C2>t,er-v•-•--- Date: „9/z?-/sJ`' 2 eco /4aøtC Eead 4T-k/ FLORIDA 3 3 1 3 9 * INCORPORATED * ••VA CA I IONL A N/) U. S. it. OFFICE OF THE CITY MANAGER CITY HALL ROB W.PARKINS 1700 CONVENTION CENTER DRIVE CITY MANAGER TELEPHONE: 673-7010 COMMISSION MEMORANDUM NO. 6 53- 0( b DATE: October 31 , 1989 TO: Mayor Alex Dao an"d� Members of the City Corn ,Iss o,• FROM: . AlOr Rob W. Pa kps 1, k, City Manage 4,IMO SUBJECT: REQUEST FO' ADOPTION OF A RESOLUTION OF THE CITY COMMISSION 'SOF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING EXECUTION OF A THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND P.T.G. FLORIDA, INC. , TO CLARIFY THAT THE ONE ($1. 00) DOLLAR SURCHARGE COLLECTED BY THE PRODUCER SHALL NOT IN ANY WAY BE CONSIDERED A PART OF THE RENTAL PAID BY PRODUCER TO THE CITY A One ($1. 00) Dollar surcharge is added to the price of each ticket sold for events at the Jackie Gleason Theater of the Performing Arts. The proceeds of this surcharge are not income to P.T.G. Florida, Inc. , nor are they included in gross ticket sales to determine the rental ; rather, they are used to subsidize the Senior Citizens ' discount tickets. This resolution is recommended to clarify that the surcharge is not part-of rental income to the City. ADMINISTRATION RECOMMENDATION: That the City Commission approve recommendation to adopt the resolution authorizing execution of the third amendment with P.T.G. Florida, Inc. to clarify that the One ($1 . 00) Dollar surcharge collected by the City shall not in any way be considered a part of the rental income, and consenting to the assignment of the agreement to P.T.G. Florida, Inc. RWP:NL:M I • AGENDA ITEM , l _ � _ DATE I THIRD AMENDMENT TO AGREEMENT BETWEEN CITY OF MIAMI BEACH AND PTG-FLORIDA, INC. , TO PRESENT PERFORMANCES AT THE JACKIE GLEASON THEATER FOR THE PERFORMING ARTS THIS Third Amendment (to Agreement) made and entered into this 1st day of November, 1989 by and between the CITY OF MIAMI BEACH, a Florida municipal corporation (hereinafter referred to as "CITY") , and PTG-FLORIDA, INC. , a Florida corporation (hereinafter referred to as the "PRODUCER") . WITNESSET H: WHEREAS, pursuant to Resolution No. 84-17918 dated November 7 , 1984 the CITY entered into an Agreement on November 9, 1984 with MACCABEE INVESTMENTS, INC. (the "Agreement") for the presentation of performances at the Miami Beach Theater of the Performing Arts n/k/a Jackie Gleason Theater for the Performing Arts. WHEREAS, The Agreement also provided that MACCABEE INVESTMENT, INC. had the right to assign the Agreement to a limited or general partnership of which ZEV BUFMAN is a controlling partner; and WHEREAS, on December 4 , 1984 MACCABEE INVESTMENTS, INC. assigned this Agreement to ZEV BUFMAN THEATRE PARTNERSHIP, LTD. ; and WHEREAS, on June 13 , 1988, the First Amendment (to Agreement) was executed between the City of Miami Beach and Zev Bufman Theatre Partnership, Ltd. , to reflect the new theater seasons for 1988-1991 which are consistent with the new construction schedule; and WHEREAS, on October 21, 1988, the Second Amendment (to 1 Agreement) was executed to provide that the personal services of Zev Bufman shall include those services provided by Zev Bufman, individually and/or Pace Theatrical Group, Inc. ; and WHEREAS, on or about November 27, 1988 ZEV BUFFMAN THEATRE PARTNERSHIP, LTD. assigned all its interest in the Agreement to PTG-FLORIDA, INC. and the City wishes to acknowledge and consent to said Assignment; and WHEREAS, the parties wish to further amend the Agreement to clarify that the One Dollar ($1. 00) surcharge collected by the PRODUCER shall not in any way be considered a part of the rental paid to the CITY. NOW, THEREFORE, the CITY and the PRODUCER, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, agree as follows: 1. The City hereby acknowledges and consents to the assignment from ZEV BUFFMAN THEATRE PARTNERSHIP, LTD. to PTG- FLORIDA, INC. ,dated November 23, 1988 and efective November 27, 1988, a copy of which assignment is attached hereto as Exhibit "A" and by reference made a part hereof. 2 . On page 7, paragraph 14 of the Agreement which reads as follows: "14 . PRODUCER shall collect for the CITY One Dollar ($1. 00) per ticket sold for the Community benefit in accordance with Resolution Nos. 83-17447 and 84-17882 . " is hereby amended to read: "14 . PRODUCER shall collect for the CITY One 2 Dollar ($1. 00) per ticket sold for the Community benefit in accordance with Resolution Nos. 83-17447, 84-17882, 86-18392 and 88-19813 . Notwithstanding any other term contained herein, the One Dollar ($1. 00) surcharge collected by the PRODUCER shall in no way be considered a part of the rental paid by the PRODUCER to the CITY. " 3 . This Third Amendment shall supersede the Agreement and the First and Second Amendments and in the event of any inconsistency between the terms and conditions of the Agreement, the First Amendment or the Second Amendment, and the terms and conditions of this Third Amendment, this Third Amendment shall prevail. All other terms and conditions of the Agreement and the First and Second Amendments are hereby ratified and confirmed. IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and principals, attested by their respective witnesses and City Clerk on the day and year first hereinabove written. CITY OF MIAMI BEACH L2 / By: V sceMAYOR Attest: /-Th FORM APPROVED 41,a4,/ t/4- 6446-- LEGAL DEPT. City Clerk B G 2.2 Y PRODUCER: Date /01-Ar '.;) PTG-FLORIDA, INC. Atte. t:1a Florida corporation 1 By:- p' Corporat Secr tary Miles Wilkin, President PNB/nn 101989 3 • ASSIGNMENT AND ASSUMPTION OF AGREEMENT Effective as of November 27, 1988 The Partnership L.td . , a Florida , Zev� Bufman Theatre limited partnership ("Assignor") , does hereby assign, transfer and set over unto • Florida corporation ( "Assignee") , PTG-Florida, Inc. , a ( gnee ) , all right, title and interest Assignor in and to that certain Agreement of which is attached g nt described below, a copy of hereto as Exhibit "A" and incorporated by ref- erence herein, (the "Agreement"and ) including, without limitation, all rights options,, i f any, that maybe exercised thereunder, and all by the "Producer" leasehold improvements on the • therein which belong to the "Producer, " Premises described and all deposits, credits and pre-paid rent made by producer thereunder: Agreement dated November 9 , 1984 , Between • the City of Miami Beach, a municipal corporation o p f the State of Florida , ( "City" ) and Maccabee Investments, Inc. , a Florida corporation, ( "Producer") , for the right to present Broadway first class shows consisting theatrical and dramatic plays and of p y musicals at the Jackie Gleason Theater for the Performing f/k/a Miami Beach Theater of the Arts, Performing Arts ( "TOPA" ) , at Miami Beach, Florida, as amended from time to time inclusive of the Second Amendment dated October 21 , 1988 . Assignor, its successors and assigns,g , covenant with Assignee , its successors and assigns , that ( 1) Assignor holds its intere the Agreement free and clear of anyst under liens and encumbrances ; ( ii) and all security interests , Assignor has not assigned Agreement g or trans- ferred its interest under the A g nt to any other person or entity ; ( iii) Assignor has fullpower and ' Agreement and no consentauthority to assign the to such assignment is required; all covenants and agreements to be performedq � and (iv) under the Agreement priorto or observed by Assignor q this Assignment have been so or observed. performed Assignor, its successors and assigns, • Assignee from and against do hereby indemnify g any and all obligations and liabilitie Assignor under the Agreement arisingaccruings of date hereof. or on or before the Assignee, its successors and assigns, foregoing Assignment in g � do hereby accept the g accordance with its terms and hereb assu and agrees. to (a) faithfully perform allY mes covenants of the Producer underthe obligations and the Agreement to be performed after the date hereof; and (b) indemnifyAssignor,gnor, its successors and assigns , from and against any and all obligations g tions and liabilities of EXHIBIT "A" Assignor under the Agreement arising or accruing after the date hereof. rf ' DATED this dayo f (UUP Q ni 6Qr" 1988 . ASSIGNOR: THE ZEV Bum N THEATRE (77 (1/ __D___,./ ,4, Q a (j ,______ PARTN RS ii a/Lf ir By Ni ness ( 1 EV B FMAt1 Individually, as General Partner Witness ,!L/) ` By: MZG, INC. , y a Florida corporat ' • , as/ General Paler 7) C \,------- ----,:?,7 � �i Attest ,- BUFMAN Secretary President' (CORPORATE-SEAL) ASSIGNEE: PTG-FLORIDA, INC. , a Florida corporation /4/„./ By -----) (____ ____-_ Attest : "--!1MILES WILKIN Presiden l Secretar (CORPORATE SEAL) CERTIFICATION The undersigned, hereby certifies to Assignor and the City of Miami Beach that the Assignee is a wholly owned subsidiary of the undersigned. PACE THEATRICAL GROUP, INC. , a Texas corpora ion -47 By C____. e________ Attest Ofieei President --.. (iit ) Secretary (CORPORATE SEAL) 2 . STATE OF FLORIDA ) ss COUNTY OF DADE ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State of Florida, County of Dade, personally appeared ZEV BUFMAN, individually, as General Partner of THE ZEV BUFMAN THEATRE PARTNERSHIP, LTD. and as President and Secretary of MZG, Inc. , a Florida corporation, a General Partner of THE ZEV BUFMAN THEATRE PARTNERSHIP, INC. , to me known to be the person described in and who executed the foregoing instrument and ack- nowledged before me that he executed the same for and on behalf of said corporation for the purposes therein expressed. WITNESS my hand and official z eal this �'' day of November 1988 . ,71%___ X,,& . 4,4?-;/L/ NOTARY PUBLIC, STATE OF FLORIDA ROTARY PUBLIC STATE OF lQ ARGE P. tiy Commission Expires : MY COMMISSION UP. APR.24,1992 • BOUCEO TNRU GENERAL INS. UNO. STATE CF FLORIDA ) ss COUNTY OF DADE ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State of Florida, County of Dade, personally appeared MILES WILKIN ail4 President of PTG-FLORIDA, INC. , a Florida corporation, to me known to be the persons described in and who executed the foregoing instrument and acknowledged before me that they executed the same for and on behalf of said corporation for the purposes therein expressed. WITNESS my hand and official seal this . 4' &' da ofl - y t o v el.,ber 1988 . 214 /i4,,,,i xe , r NOTARY PUOLIC STATE OF FLORIDA NOTARY PUBLIC, STATE OF FLORIDA ' MY COMMISSION EXP. APR,24,1(192 AT LARGE My Cattiifill`tficiTiEAHxp3,nQs: . STATE OF FLORIDA ) • ) ss COUNTY OF DADE ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in, t e State of Florida , County of Dade, personally appeared L -;k ,c.i -a- _ 3 . - President - ' = ' - - - - - • • - • • , -pe-t- cep-- of PACE THEATRICAL GROUP, INC. , a Texas corporation, to me known to be the persons described in and who executed the foregoing instrument and acknowledged before me that they executed the same for and on behalf of said corporation for the purposes therein expressed. WITNESS my hand and official seal this dayof November 1988 . >eeZxt.e. NOTARY PUBLIC, STATE OF FLORIDA AT LARGE - My Commission Expires: I NOTARY PUBLIC STATE OF FLORIDA MY COMMISSION EXP. APR.24, 1992 BONDED THRU GENERAL I.NS. UNO, r ' THIS INSTRUMENT PREPARED BY: KENNETH M. BLOOM, ESQUIRE DUBBIN, F3ERKMAN , GARBER, BLOOM & MORIBER 650 Rivergate Plaza 444 Brickell Avenue Miami , Florida 33131 Telephone : ( 305) 373-3606 miamib. asg tw 4 4 ORIGINAL RESOLUTION NO. 89-19780 Authorizing execution of a third amendment to the agreement between the City of Miami Beach and PTG-Florida, Inc. , to clarify that the One Dollar ($1.00) surcharge collected by the producer shall not in any way be considered a part of the rental paid by producer to the City and consent- ing to the assignment from Zev Bufman Theatre Partnership Ltd. to PTG-Florida, Inc.