RESOLUTION 87-18838 (2) RESOLUTION NO. 87-18838
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH AUTHORIZING THE MAYOR AND
THE CITY CLERK TO EXECUTE A FIRST AMENDMENT
TO THE CONCESSION AGREEMENT BETWEEN THE CITY
OF MIAMI BEACH AND SERVICE AMERICA
CORPORATION TO PROVIDE FOR CHANGES TO THE
SOFT COST ALLOCATION IN THE FF&E ACCOUNT AND
OTHER CHANGES
WHEREAS, the CITY OF MIAMI BEACH ( "City" ) on December 17 ,
1986 entered into an Agreement ( "Agreement" ) with SERVICE AMERICA
CORPORATION ( "Concessionaire" ) for the operation of a concession
for a fifteen ( 15 ) year period at the City of Miami Beach
Convention Center and TOPA; and
WHEREAS, Concessionaire wishes to make changes to the food
service areas in the Convention Center Expansion and has
requested City to increase the soft cost allocation payable from
the $2 . 3 million FF&E account from $150 , 000 . 00 to $300 , 000 . 00 ;
and
WHEREAS, the City and Concessionaire wish to make other
changes to the Agreement ; and
WHEREAS, an appropriate Amendment to the Concession
Agreement has been negotiated, the City Manager has recommended
its execution and the City Attorney has approved it as to form,
NOW THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH that the Mayor and the City Clerk are
hereby authorized to execute the First Amendment to the
Concession Agreement between the City of Miami Beach and Service
America Corporation to provide for changes to the soft cost
allocation in the FF&E account and other changes .
PASSED AND ADOPTED this 6th day of May, 1987 .
'//K ip(647
OR
FORM APPROVED
Attest :
512 02‘4"--4.- LEGAL DEPT.
City Clerk 8
Date -5-
7/1Z42-
PNB/mr
5/4/87
FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF MIAMI BEACH
AND SERVICE AMERICA CORPORATION FOR CONCESSION SERVICES
AT THE MIAMI BEACH CONVENTION CENTER AND TOPA
THIS First Amendment to Agreement made and entered into this
day of , 1987 by and between the CITY OF
MIAMI BEACH, a Flo da municipal corporation (hereinafter called
"City" ) , having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida 33139 and SERVICE AMERICA
CORPORATION, a Delaware Corporation, duly authorized to do
business in Florida, with offices at 88 Gate House Road,
Stamford, Connecticut 06904 (hereinafter called
"Concessionaire" ) .
WITNESSETH
WHEREAS, the City and Concessionaire entered into an
Agreement on December 17 , 1986 ( the "Agreement" ) for concession
services at the Miami Beach Convention Center and TOPA; and
WHEREAS, the Concessionaire wishes to make changes to the
design of the food service areas as set forth in the final plans
and specifications for expansion of the Convention Center and has
requested City to increase the soft costs allocation for FF&E in
paragraph 6E from $150,000 to $300, 000; and
WHEREAS, the City and the Concessionaire wish to amend the
Agreement to increase the Performance Bond amount to $300 , 000 and
to include an obligation on the part of the Concessionaire to
complete the FF&E improvements regardless of the funds available
in the FF&E account .
NOW THEREFORE, the City and the Concessionaire, 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 above recitations are true and correct and are
incorporated herein by reference.
2 . Paragraph 6E is hereby amended to read as follows:
"E. Letter of Credit or Cash Deposit & Disbursement of
Same. As security against default by Concessionaire of its
obligation to provide the FF&E set forth in this Section 6 ,
Concessionaire agrees to provide to City within five ( 5 ) business
days of the execution of this Agreement by both parties, an
unconditional Irrevocable Letter of Credit in the form attached
hereto as Exhibit "D" . The Letter of Credit shall be in the
amount of Two Million Three Hundred Thousand ( $2, 300,000)
dollars, shall be issued in favor of City and shall be drawn on a
Dade County bank having a net worth in excess of One Hundred
Million dollars ( $100, 000 , 000) . Concessionaire shall have the
option in lieu of providing the letter of credit, to make a cash
deposit with City in the full amount of $2 . 3 million. In the
event Concessionaire selects the cash deposit method, City shall
hold the funds in trust in the same manner as the $2 . 0 million is
held in paragraph 5D, provided that there shall be a separate
accounting for the general construction funds and the FF&E funds.
City shall disburse from the $2 . 3 million upon receipt of an
invoice from Concessionaire or a third party supplier via
Concessionaire for FF&E, provided such FF&E has been certified
by City ' s Architects to meet or exceed the food service
specifications and design criteria prepared by City ' s Architects
(and reviewed by Concessionaire) . City shall also disburse to
Concessionaire from the FF&E such amounts that Concessionaire has
previously paid to food service consultants and/or architects,
provided that ( 1) such consultant ' s and/or architect ' s services
were directly related to changes or enhancements to the food
service facilities requested by Concessionaire, and ( 2) in no
event shall disbursements for such food service consultant ' s
and/or architect ' s fees exceed $300,000 . 00. Such payment shall
be made by City opon receipt of a paid invoice or other evidence
of payment as may be acceptable to City. "
3 . Paragraph 6F is hereby stricken and the following is
substituted:
"F. Concessionaire ' s Obligation to Complete FF&E. In
consideration of City increasing the soft cost allocation in
paragraph 6E above from $150,000 to $300, 000 . , the Concessionaire
agrees that it will select, purchase and install all of the FF&E
required for the Convention Center Expansion in a manner which
meets or exceeds the food service specifications and design
criteria prepared by City' s Architects, even if the costs to
Concessionaire in meeting the foregoing specifications shall
exceed the $2 . 3 million FF&E allocation. "
4 . The amount of the performance bond set forth in
paragraph 17.A of the Agreement is hereby increased from "Two
Hundred Fifty Thousand Dollars ( $250,000.00) " to "Three Hundred
Thousand Dollars ($300,000 .00) " .
5. This First Amendment shall supersede the Agreement, and
in the event of any inconsistency between the terms and
conditions of the Agreement and this First Amendment , this First
Amendment shall prevail. All other terms and conditions of the
Agreement 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
B /
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MAYO
Attest :
) 41.44
City Clerk SERVICE AMERICA CORPORATION
By: AIW:e' AdAtitAAirLm...A40
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LEGAL DEPT.
PNB/mr
4/30/87 B Wcr -3-4tr
Date (57��,7
ORIGINAL
RESOLUTION NO. 87-18838
(Authorizing the Mayor and the City Clerk
to execute a first amendment to the
Concession agreement between the City
of Miami Beach and Service America Corp.
to provide for changes to the soft cost
allocation in the FF&E Account and other
changes)