HomeMy WebLinkAboutR-89-0811J�8�879
ttjgNwtON NO.
A MM=oN, WITH ATTACHMENT, NYMRIZING THE MY
MOM TO EXEC= AN AGM04E IT, IN SUBSTANTIALLY THS
FORK ATTACHEDO WITH TEFL AT DINNER KEY, INC. FOR
THE mmiBITION AND DISPLAY OF AVIATION AIMPACTS AS
PART OF THE CITY OF MIAMI AVIATION HISTORICAL MUSEU14
EXHIBIT.
WHEREAS, City of Miami has endorsed, in principle, the concept of a
historical aviation museum; and
WHEREAS, Pan American Airways has donated to the City of Miami aviation
artifacts to be used in the establishment of a museum exhibit; and
WHEREAS, an agreement with Terremark to exhibit and display aviation
artifacts affords the citizens of the City of Miami access to said exhibition
in the area of Dinner Rey;
NOW, THEREFORE, BE IT RESOLVED BY THE CMUSSIGN OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is hereby authorized to execute an
agreement, in substantially the form attached, with Terremark at Dinner Rey,
Inc. (Terremark) in connection with the exhibition and display of certain
select items from the above Pan American Airways donation.
Section 2. This resolution shall become effective immediately upon its
action.
PASSED AND ADOPTED this 14th day of September , 1989.
XAVIER L. J4 9Z.
ffiRAI
CITY CLERK
PREPARED AND APPROVED BY:
A. VICKY
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
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CITY AT RN
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This Agreement entered into as of this 8th day of
-q September, 1989, by and between the City of Miami, a municipal
corporation of the state of Florida (hereinafter referred to as
"CITY") and Terremark at Dinner Key, Inc. (hereinafter referred
j
to as "TERREMARK").
RECITALS:
WHEREAS, CITY is in possession of those certain aviation
i' artifacts donated by Pan American World Airways, Inc.; and
WHEREAS? CITY does not have the facilities to exhibit the
i Artifacts (as hereinafter defined); and
WHEREAS, CITY is desirous of exhibiting the Artifacts; and
WHEREAS, TERREMARK leases certain premises located at 3360
Pan American Drive, Miami, Dade County, Florida 33133, (the
"Premises") from the CITY pursuant to that certain lease dated as
of September 25, 1979 and as amended on November 26, 1986 (the
"Lease"); and
WHEREAS, CITY and TERREMARK have had various discussions
over the past years regarding the need of the CITY to exhibit the
Artifacts; and
WHEREAS, TERREMARK is willing to exhibit the Artifacts;
and
WHEREAS, TERREMARK has expended considerable funds in
designing the layout of the Premises in order to accommodate the
exhibition of the Artifacts.
NOW, THEREFORE in consideration of the mutual covenants
and obligations herein contained, and subject to the terms *and
conditions hereinafter stated, the parties hereto understand and
agree as follows:
1►G1�$' TO $)MIHIT:
;TERJtEMARK hereby agrees to exhibit such artifacts as are
egreed to between TERREMARK
and the City Manager or
his designee
pursuant to an Exhibit to
be attached hereto and
made a part
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hereof (the "Artifacts"), and CITY hereby loans the Artifacts to
TtIM M AK for the purposes and oub jeot to the terms and
conditions herein stated. CITY represents and warrants that it
has custody and control of the Artifacts for the benefit of the
citizens of the City, and that it has full right and authority to
exhibit the Artifacts in accordance with the terms of this
Agreement.
zi.
TERM:
of
The term of this Agreement shall be from the date hereof
through the termination date of the Lease, including any
extensions and renewals theroof.(the "Term").
OBLIGATIONS OF TERREMARR:
1 TERREMARK shall, during the term hereof, comply with all of
i
the following obligations:
(1) TERREMARK shall at all times display the Artifacts on
the Premises. The Premises shall be open to the public during
normal business hours, and the public shall have access to the _
Premises at no cost and with no obligation. Terremark shall post
notices at the entrance of the Premises and in other convenient
places that the Artifacts are the property of and on display by
the CITY.
(2) TERREMARK shall insure the Artifacts against loss by
casualty, such insurance policy to name CITY as additional loss
payee with respect to the Artifacts.
(3) TERREMARK shall, prior to exhibiting the Artifacts,
do all things necessary, including cleaning and repairs, to
j assure that the quality of the Artifacts is such that they are of
Museum exhibition quality. TERREMARK shall maintain the
Artifacts in good condition, normal wear and tear excepted.
TERREMARK shall repair the Artifacts as may be necessary in the -
ordinary course of business, and shall return the Artifacts to
2 _
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the CITY at the and of the Term in the same condition as the
Artifacts are delivered to T&M&i4uxt normal wear and teat
exceptedt.
IV.
FEES:
CITY reserves the right to create a board of property
lessees in the Dinner Key Area of which authority T$RREMARK shall
become a member. CITY reserves the right to grant such board the
authority to charge such Pees and/or dues as are reasonably
established and approved from time to time. The failure of the
City to exercise such powers shall not affect the validity of
this Agreement.
V.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
Both parties shall comply with all applicable laws,
ordinances and codes of federal, state and local governments.
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VI.
GENERAL CONDITIONS:
A.
All notices or other
communications which shall or
may be given pursuant
to this Agreement shall be in
writing and shall be
delivered by personal service,
or by registered mail
addressed to the other party at
the address indicated
herein or as the same may be
changed from time to
time. Such notice shall be
deemed given on the fifth day after being posted or
the date of actual receipt,
whichever is earlier.
CITY
.OF MIAMI
TERREHARK
City
Hall
2600 Southwest Third Avenuo
3500
Pen American Drive
Penthouse
�ti4mi,
Florida 33133
Miami, Florida 33129
Title and paragraph
headings are for convonient
reference and are not
a part of this Agreement.
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L C. in the event of conflict between the terms of this
Agreement and any terms and conditions contained in
any attached documents, the terms in this Agreement
shall rule.
D. No waiver or breach of any provision of this
Agreement shall constitute a waiver of any subsequent
breach of the same or any other provision hereof, and
no waiver shall be effective unless made in writing.
E. Should any provisions, paragraphs, sentences, words
or phrases contained in this Agreement be determined
, by a court of competent jurisdiction to be -invalid,
` illegal or otherwise unenforceable under the laws of
the State of Florida or the City of Miami, such
' provisions, paragraphs, sentences, words or phrases
shall be deemed modified to the extent necessary in
order to conform with such laws, or if not modifiable
to conform with such laws, then same shall be deemed
severable, and in either event, the remaining terms
and provisions of this Agreement shall remain
unmodified and in full force and effect.
.4
VII.
OWNERSHIP OF ARTIFACTS:
The parties acknowledge that the Artifacts, together with
any information, writings, maps, contract documents, reports or
any other matter whatsoever which is given by CITY to TERREMARK
pursuant to this Agreement shall at all times remain the property
of CITY and shall not be used by TERREMARK for any other purposes
j whatsoever without the written consent of CITY. TERREMARK agrees
that all documents maintained and generated pursuant to this
contractual relationship between CITY and TERREMARK shall be
subject to all provisions of the Public Records Law, Chapter 119,
Florida Statutes.
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That the obligations undertaken by TZI%XZMM pursuant to
this Agreement shall not be delegated or assigned to any other
person or firm unless CITY shall first consent in writing to the
performance or assignment of such service or any part thereof by
another person or firm, which consent shall not be unreasonably
withheld.
IX.
AUDIT RIMMS:
CITY reserves the right to audit the records of TERREMARK
relating to the Artifacts at any time during the performance of
this Agreement and for a period of one year after the and of the
Term.
X.
AWARD OF AGREEMENT:
TERREMARK warrants that it has not employed or retained any
person employed by the CITY to solicit or secure this Agreement
and that it has not offered to pay, paid, or agreed to pay any
person employed by the CITY any fee, commission percentage,
brokerage fee, or gift of any kind contingent upon or resulting
from the award of this Agreement.
Xi.
CONSTRUCTION OF AGREEMENTS
This Agreement shall be construed.and enforced according to
the laws of the State of Florida.
X11.
SUCCFS.SORS AND ASSIGNS:
This Agreement shall be binding upon the parties herein,`-
their'heirs, executors, legal representatives, successors, and -
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TZMZHARK, at its awn cost and expensa, for and on account
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Of CITY, through counsel of its own selection, shall defend and
represent the CITY, its officials an d/or employees, and shall
indemnify and hold the CITY harmless from and against any and all
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costs and expenses (but not damages) of defending any and all
.
protests, administrative proceedings, actions, causes of action,
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suits, claims and demands (including appeals) directly resulting
from, arising out of or accruing by virtue of the exhibit of the
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Artifacts.
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xIV.
CONFLICT OF INTEREST:
;
A. TERREMARK covenants that no person under its employ
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who presently exercises any functions or
responsibilities in connection with this Agreement
has any personal financial interests, direct or
indirect, with CITY. TERREMARK further covenants
that, in the performance of this Agreement, no person
'
having such conflicting interest shall be employed.
'
Any such interests on the part of TERREMARK or its
employees, must be disclosed in writing to CITY.
H.TERREMARK is aware of the conflict of interest laws
of the CITY (City of Miami Code Chapter 2, Article
V), Dade County Florida (Dade County Code Section 2-
11.1) and the State of Florida, and agrees that it -
_
shall fully comply in all respects with the terms of
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said laws.
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-7ND PMENT CONTRACTOR:
'reF.
TERREMARK and its employees and agents shall be deemed to
be independent contractors, and not agents or employees of CITY,
and shall not attain any rights or benefits under the Civil
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INDOWIrICATION1
TICAREMARK, at its own cost and a xpensa, for and on account
of CITY, through counsel of its own selection, shall defend and
represent the CITY, its officials and/or employees, and shall
indemnify and hold the CITY harmless from and against any and all
costs and expenses (but not damages) of defending any and all
protests, administrative proceedings, actions, causes of action,
suits, claims and demands (including appeals) directly resulting
from, arising out of or accruing by virtue of the exhibit of the
Artifacts.
XIV.
CONFLICT OF INTEREST:
0
A. TERREMARK covenants that no person under its employ
who presently exercises any functions or
responsibilities in connection with this Agreement
has any personal financial interests, direct or
indirect, with CITY. TERREMARK further covenants
that, in the performance of this Agreement, no person
.`
_ having such conflicting interest shall be employed.
2:..
Any such interests on the part of TERREMARK or its
employees, must be disclosed in writing to CITY.
B.TERREKARK is aware of the conflict of interest laws
'
of the CITY (City of Miami Code Chapter 2, Article —
V), Dade County Florida (Dade County Code Section 2- _
11.1) and the State of Florida, and agrees that it —
shall fully.Comply in all respects with the terms of
`
said laws. ,
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t` 1ND$ MMM . CONTRACTOR:,-
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TBRREMARK and its employees and agents shall be deemed to
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be independent contractors, and not agents or employees of CITY, F=
and shall not attain any rights or benefits under the Civil
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Services or Pension Ordinances of CITY, or any rights, generally
afforded classified or unclassified employsesr further he/ohs
shall not be deemed entitled to the Florida worker's Compensation
benefits as an employee of CITY.
XVI .
NONDISCRIKINATION:
TERREMARK agrees that it shall not discriminate as to race,
sex, color, creed, national origin, or handicap in connection
with its performance under this Agreement.
Furthermore, that no otherwise qualified individual shall,
solely by reason of his/her race, sex, color, creed, national
origin, or handicap, be excluded from the participation in, be
denied benefits of, or be subjected to discrimination under any
program or activity receiving federal financial assistance.
XVII.
MINORITY PROCfJREKENT COMPLIANCE:
TERREMARK acknowledges that it has been furnished a copy of
Ordinance No. 10536, the Minority Procurement Ordinance of the
City of Miami, and agrees to comply with all applicable
substantive and procedural provisions therein, including any
amendments thereto.
XVIII.
DEFAULT PROVISION:
In the event that TERREMARK shall fail to comply with each
i
and every term and condition of this Agreement or 'fails to 1
perform any of the terms and conditions contained herein,. then 1
CITY, at its sole option, upon written notice to TERREMARK may
cancel and terminate this Agreement, and all Artifacts shall be
forthwith returned to CITY.
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No amendments to this Agreement shall be binding On either,
Party unless in writing and signed by both parties.
IN WTWNESS WHEAROFt the parties hereto have caused this
instrument to be executed by the respective officials thtr6untb
duly authorized, this the day and year first above written.
Signed, sealed and deli-
vered in the presence or:
CITY of MIAM=, a municipal
Corporation of the State of
Florida
(As to city)
(As to Terremar )
By:
Cesar H. odic, city Manager
ATTEST:
Matty Hirai, City Clerk
TERREMARK AT DINNER KEY, INC.,
a Florida corporation
by:
ATTEST: -
.'
Corporation Secretary
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(Seal)
APPROVED AS TO INSURANCE
APPROVED AS TO FORM AND
REQUIREMENT::
CORRECTNESS:
Claims Division
Jorge Fernandez
City Attorney
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�. City OF MIAMI, FLORIDA
toll
INTER -OFFICE MEMORANDUM ,> l /
TO _
The Honorable Mayor and DATE FILE
Members of the City Commission
j SUBJECT : Resolution authorizing
An Agreement for Dis-
FROM play of Aviation
Cesar H. Odic REFERENCES Artifacts by Terremark
City Manager
ENCLOSURES.
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It is respectfully recommended that the City Commission adopt the
=j attached resolution authorizing the City Ma.1ager to execute an
agreement with Terremark at Dinner Key, Inc., for the exhibition
and display of aviation artifacts as part of the City. of Miami
Aviation Historical Museum Exhibit.
The General Services Administration Departnent, Pl- -)•_rty and
Lease kanagenant Div =sion has discussed the pros— sal that
Terrenark at Dinner Key, Ir.c., be permitted to display certain
aviation artifacts owned by the City of Miami. Terremark at
Dinner Key, Inc., leases the premises at 3360 Pan American Drive,
which in the future shall be known as the Havana Clipper
restaurant. Within these premises, provisions have been made by
Terremark to exhibit these artifacts and to pernit public access
to vies: them. The City has had these items in storage, without
having an appropriate place for their display.
■ Terremark will be required to insure the
it
casualty and to maintain them in io against loss b Y
placed on the premises identifying good
artifacts as n. nwill
being the
property of the City of Miamd. The exhibit of the artifacts
shall continue in accord with the length of the. term -of,.-.
Terremark's lease, including any extensions.
Attachment:
Proposed Resolution
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