Resolution 81-16594 RESOLUTION NO. 81-16594
A RESOLUTION BY THE CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA APPROVING THE SETTLE-
MENT OF CERTAIN OUTSTANDING CLAIMS BETWEEN FOOD
MANAGEMENT ASSOCIATES AND THE CITY OF MIAMI
BEACH.
SECTION 1
As more specifically described in the attached letters and Agree-
ment, the Administration and the Legal Department have determined
that it is in the best interests of the City to settle certain out-
standing claims and counterclaims which exist between Food Manage-
ment Associates , and the City of Miami Beach;
SECTION 2
The Commission has reviewed the Agreement and the supporting letters
and has been advised by the Manager and City Attorney that such set-
tlement is in the best interest of the City;
Section 3
THEREFORE, IT IS RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, that it hereby ratifies and affirms the Set-
tlement Agreement under which Food Management Associates shall pay
the City of Miami Beach $27 , 411. 83 on or before March 2 , 1981 , and
that in consideration therefor , the City of Miami Beach shall not
pursue those claims against Food Management Associates which are in
the attached exhibits, provided however , that the City shall retain
the right to pursue any claims against Food Management Associates
which arise or have arisen subsequent to December 31, 1980, from au-
dits or other investigations of the City of Miami Beach, even if for
monies due from before December 31, 1980 .
PASSED and ADOPTED this 4th day of March, 1981.
Mayo
ATTEST:
City Cler
APPROVED
LEGAL DEPT.
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OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139
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JOHN A. RITTER h,
CITY ATTORNEY .•'C ‘°/ TELEPHONE :673-7470
COMMISSION MEMORANDUM NO.
DATE: 18 February 1981
TO: Mayor Murray Meyerson and
Members of the City Commission
City Manager Harold T. Toal
FROM: John A. Ritter
City Attorney
SUBJECT: ZIMMERMAN (FOOD MANAGEMENT ASSOCIATES) SETTLEMENT AGREEMENT
After lengthy negotiations between Food Management Associates (the
Convention Center concessionaire) and the City Manager and Legal
Department, the parties have agreed to settle all claims and coun-
terclaims existing as of December 31, 1980. The basis for the
settlement is that Food Management Associates will pay the City,
on or before March 2, 1981, the sum of $27,411. 83. It should be
understood that the settlement does not waive any City claims
which may arise (or have arisen) from audits or other disputes or
investigations occurring after January 1, 1981. Subject to this
proviso, I recommend Commission ratification, by oral resolution,
of the Food Management Associates settlement.
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AGENDA
ITEM --/o
DAT
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SETTLEMENT AGREEMENT
IN FULL and COMPLETE SETTLEMENT of all claims and
counterclaims existing between the City of Miami Beach and Food
Management Associates as of December 31, 1980, Food Management
Associates agrees to pay the City of Miami Beach $27 , 411. 83 on
or before March 2 , 1981. In further consideration therefore,
upon receipt of such money, the City Attorney agrees to seek a
Declaratory Statement from the Florida Department of Revenue, as
specified in the City' s letter of January 7 , 1981, a copy of which
is attached hereto: Further, the City Attorney and the City Mana-
ger agree to place on the agenda for the first Commission Meeting
in February, for Commission consideration, payments to Food Manage-
ment Associates arising from the City' s Circus Contract, and the
City Manager agrees neither to support nor oppose Food Management
Associates ' request in such matter.
AGREED to this J `, day of r'� ; �, �t �l,, , 1981 .
FOOD MANAGEMENT ASSOCIATES CITY OF MIAMI BEACH
• JOHN A. RITTER
City Attorney
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Oscar Zimmerman
President .,
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Witness
Witness
Sworn to and subscribed before me
this ._1" ' day of, `'. �-,, '-- , 1981.
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`Notary Public - __ 7
My commission expires :
NOTARY POLI r S7'.is 0 cLOL IDA AT l&J
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OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139
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JOHN A. RITTERs
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CITY ATTORNEY 2b
November 14 , 1980
Mr. Oscar Zimmerman, President
Food Management Associates
1700 Washington Avenue
Miami Beach, Florida 33139
Dear Mr. Zimmerman:
The City of Miami Beach is pleased to have reached an
amiable resolution of existing differences. In full, final
and total settlement and satisfaction of all claims by
FMA and the City of Miami Beach, each against the other,
FMA agrees to tender forthwith to the City of Miami Beach
Twenty Five Thousand, Nine Hundred Eleven and 82/00
($25, 911.82) . The City anticipates both an expeditious
tender and- a continuation of cordial business relations.
Very truly yours,
Jo n A. Ritter
City Attorney
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OFFICE OF THE CITY ATTORNEY
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F L O R t • D A
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JOHN A. RITTER TELEPHONE :673-7470
CITY ATTORNEY
October 24, 1980
Mr. Oscar Zimmerman, President
Food Management Associates _
1700 Washington Avenue
Miami Beach, Florida 33139
Dear Mr. Zimmerman:
Pursuant to your October 13, 1980, communication, the City
of Miami Beach responds as follows:
1. Liquor License
The City accepts your computation of $4, 962. 50 as liquor
license fees due FMA.
2. The City accepts FMA's offer io tender 23. 5% of a .
$9,750.85 check received from Clambake. It further
reaffirms FMA's right, as an enterprise distinct and
independent of the City of Miami Beach, to formulate
business policies not inconsistent with its obligations
under contract with the City. - -
3. Florida State Sales Tax
As of Monday, October 20, 1980, FMA' s sales tax liability
is $34 , 582.88.
4. Resort Tax
The City accepts FMA' s computation regarding resort tax.
An amended invoice shall be forthcoming.
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7. Price Increases
The plain meaning of the language concerning "Prices and
Price Changes" , appearing on page 22 of the parties' con-
tract does not admit to your interpretation thereof. The
contract states as follows:
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"Any requests for changes in prices after the initial
price assignments must be formally submitted in
writing to the City, at least 30 days prior to the
requested effective tate, for' approval. . ."
This language clearly establishes FMA's duty to "formally
submit in writing" requests for changes in prices. No obligation
is imposed thereby upon the City to approve or deny this request
within that period. While the City will attempt an expeditious
reply, your interpretation of the language as imposing the duty
of a thirty (30) day response upon the City is incorrect. The
position of the City regarding paragraph 7 remains as stated in
its letter of September 29, 1980.
8. Free Samples
The City win, exercise reasonable effort to ensure that
lessees distribute only sample size food and beverage.
While the City will immediately investigate FMA' s complaints
in this regard, constant survei l ance by the City is beyond
both the mandate of contract and the reasonable expectation
of FMA.
( 9. Closing Concession Stands
Regarding " Suspension of Operations" , page 13 of the
parties' contract is clear and unambiguous :.
"The concessionaire will be required to
suspend or modify operations upon the request --
of any lessee through the Convention Center
director, when it is in the best interest of
the lessee that such operations be excluded or
in compliance with the terms of an agreement -
between the City and a lessee."
FMA' s interpretation of this language, as asserted in its
October 13, 1980 letter is clearly improper. The position of the
City regarding the closing of concession stands remains as stated
in both the contract and its letter of September 29, 1980.
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10. Circus
The administration will facilitate FMA's appearance before
. the Commission in this regard and will .not oppose commission ,
award of compensation to FMA.
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The preceding is an offer of settlement and does not consti-
tute the official position of the City of Miami Beach. An action
at law will be filed in the court of appropriate jurisdiction on
November 15, 1980, in the absence of a satisfactory settlement.
Very truly yours,
P--jt366/1'
.• . : Jo n A. Ritter
City Attorney
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OFFICE OF THE CITY ATTORNEY
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F o R I D A
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JOHN A. RITTER
CITY ATTORNEY .'7�C
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September 29, 1980
Mr. Oscar Zimmerman, President
Food Management Associates
1700 Washington Avenue
Miami Beach, Florida 33139
Re: Settlement of Disputes Between Cit and FMA
Dear Mr. Zimmerman:
The City is interested in settling the many disagreements
had over the Convention Centerg we have
and, therefore, offers to make one
package settlement by doing the following:
1. Liquor License
The City will pay FMA one half of the liquor license
paid, or $4, 875.
q fees
2. Percentage due on Clambake Inc.
FMA will pay the City its 23.5% of the $9, 750. 85 check
received from Clambake, Inc. , or $2, 291. 45.
3. Florida State Sales Tax
Pursuant to Page 35 of the Agreement , concerning "Ta
in g xes ,
FMA will pay the City $22, 500 back taxespaid
• by the
City, and FMA shall continue to charge customers for
and
pay all sales taxes as they become due.
4. Resort Tax
The City acknowledges that FMA has already settled
payment of $2, 400.
Y this by
5. Additional Rent Shown by Audit
The City will waive its claim for $3, 030. 77 due from FMA
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as shown in the August 1977 audit .
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Mr. Oscar Zimmerman, President
Food Management Associates
September 29, 1980
Page Two
6. Fire Sprinklers
The City will pay FMA $6, 000 for its installation of fire
sprinklers.
7. Price Increases
To comply with the terms of the contract by submitting to
the Convention Center Director for prior written approval
all price increases for concession items. The Director
shall approve or deny in writing days 45 da s or the
' increase will go into effect.
8. Free Samples
The City will exercise its best efforts to enforce the
provision that only "sample-size" food and beverages are
distributed by Lessees as provided on Page 13 of the
parties ' Contract.
9. Closing Concession Stands
While the Contract requires the concessionaire to "suspend
or modify operations upon the request of any Lessee. . . "
the City will use its best efforts to persuade Lessees to
allow concession operations to remain open.
10. Circus
The City acknowledges that FMA has withdrawn its appeal in
the lawsuit over payments due FMA because of the Circus.
The City Administration recommends that FMA present its
position to the City Commission by placing the matter on a
Commission Agenda.
The bottom dollar line of the foregoing ten (10) items is that the
City will accept a net sum from you of $13, 916. 45.
If this is acceptable to you, please sign the enclosed copy of this
letter and return with your check by October 15, 1980.
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Mr. Oscar Zimmerman, President
Food Management Associates
September 29, 1980
Page Three
I must , emphasize that this is only a settlement offer and that in
the event this matter is not settled, the City will not concede or
waive any of its rights in the foregoing items. I must further
inform you that in the event this matter is not settled, the City
intends to proceed legally under Page 32 of the contract to cancel
the .agreement and notify you to vacate.
Yours very ruly,
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John A. Ritter
City Attorney
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Agreed and Approved:
FOOD MANAGEMENT ASSOCIATES
By:
ORIGINAL
RESOLUTION NO. 81-16594
(Approving the settlement of certain out-
standing claims between Food Management
Associates and the CMB)
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