HomeMy WebLinkAboutM-77-0865t, .4 1. 1
Joseph R. Grass i.e
City Manager
John E. Gilchrist
Project Director✓,_ !
Watson Island
t tctvernber 2, 1977
Proposed Agreement for
WWi t:snn Island Development
Attached is the proposed agreement to be executed between
the City of Miami and Diplomat World Enterprises, Ltd. for
the development and operation of Watson Island.
The City Manager was authorized, by Resolution No. 77-671
of July 2c3, 1977 e to execute a contract in accordance with
the terms and conditions of the developer -operator agreement
outlined by and between, the City of ?Miami and Diplomat World
Enterprises contained in that resolution.
By Motion 77-831 of October 26, 1977, the Commission instructed
the City Administration to incorporate changes to the proposed
agreement as outlined by the Commission on that date and to
submit the completed document: to bond counsel and independent
auditing firm for review prior to submission to the individual
Commission members for study and to place this item on the
agend of the neat regular Commission meeting prior to signing
of the ay rr,,ment document.
The proposed agreement will be on the November 10, 1977, Commission
Agenda.
1312YANT, FRANSON, MILLER, OLIVE, BRANT AND. RYAN'.
TOO PARNFTT PANT BUILDING
TAI.LAIIAVNI..E., FLORIDA 32301
I904) 222•PB1 I
C PARRIS BR VANt
• CHARLES J FRANSON
WILTON R. MILLER
W ROBERT OLIVE. JR
WILLIAM P PRANT
WILLIAM B ENE OICT RYAN. JR
NUGN A RICNESON, JR
TNOUAS C DFARING
N UGN M TAYLOR
CECILIA A BRYANT
HAL P. DFILE, OF COUNSEL
November 2, 1977
George F. Knox, Jr., Esquire
City Attorney
City of Miami
City Hall
3500 Pan American Drive
Miami, Florida 33133
Dear Mr. Knox:
OFFICES IN
TALLANAg IP
JAC$CSONVILLE
ORANGE PARK
This is to confirm our meeting with you and the City Manager
wherein you delivered to us a copy of City of Miami Resolution
No. 77-671 and a copy of the proposed contract between Diplomat
World Enterprises, Ltd., and the City of Miami.
We were also advised that your office has examined the
proposed contract and have found it to be valid as to form and
legality. The City Manager advises us that his office has
examined the proposed contract and determined that it conforms
in substance to the intent of the resolution.
In reliance on the foregoing and upon the assurance that
all parties will agree to reasonable modifications of the contract
to assure a tax-exempt status of the bonds and its conformity to
essential requirements of law, we have no objection to the execu-
tion of the contract at this time to permit the planning of the
project to move forward.
Inasmuch as our opinion as to the legality and tax-exempt
status of any bonds cannot be delivered until the day of the
delivery of the bonds, we reserve the right to request modifications
of the contract up until the day of sale and delivery of the bonds.
r�.
177_865
- '
George F. Knox, Jr., Esquire
November 2, 1977
Page Two
We stand ready to counsel the parties as to all aspects of
the project from the date of execution of the contract to delivery
of the bonds. We will also assist and counsel in obtaining any
Internal Revenue Service rulings that may be required, as well as
assisting your office in bond validation proceedings.
WROjr:lms
Respectfully submitted,
W. Robert (Tlive, Jr.
Wilton R. Miller
AGREE ,1 Ci N 'I•
TIIS AGREEMENT, made and entered into this day of
, 1977, by and between the CITY OF MIAMI, a
municipal corporation under the laws of the State of Florida
(hereinafter the "CITY"), and DIPLOMAT WORLD ENTERPRISES, LTD.,
a limited partnership under the laws of the State of Florida
(hereinafter "DIPLOMAT").
W I 1' N li S S li T II
WHEREAS, by Resolution No. 77-671, dated the 2$th day of
July, 1977, the City has determined that there exists an urgent
public need to provide a major park development facility in order
to assist, improve and fulfill critical economic, sports, recrea-
tional, commercial and tourist development needs of the City and
its citizens, which park development wi11 also be of similar benefit
to Dade County and the State of Florida; and
WHEREAS, extensive expert studies and recommendations have
established that the best location for such a major park development
is the City -owned Watson Island, more particularly described on
Schedule ":\" (hereinafter tlic "Property") , including any expansions,
additions and extensions, together with riparian rights to the
Property; and
11'flliREAS, to accomplish these unique Development -Operator
functions, it was determined to undertake a nationwide search and
public hid process to obtain a qualified Developer -Operator at the
hest available terms and conditions; and
h';11iR1iAS, the City determined that Diplomat is the Developer -
Operator which is qualified to undertake the Development and Operation
of the Property and therefore hest meet the needs and goals of the
City, as set forth above; and
tilll:R1.\S, each party hereto desires to enter into an agreement
with regard to the Property under the terms and conditions set forth
hereinafter;
NOW, THEREFORE, for and in Consideration or the mutual
cove1111nts and undertakings hereinafter set Forth and the considera-
tions hereinafter expressed, the parties do agree as follows:
1. The CITY hires DIPLOMAT to do or cause to be done the
Planning, Developing and Operating of the PROPERTY and, in connection
therewith, to use its best efforts to cause the Financing. It is
contemplated that the improvements on the PROPERTY will include an
amusement theme park, marine facil i ties, international bazaar,
convention facilities, parking and other related activities. The
aforesaid services shall be referred to as the "WORK", and DIPLOMAT
agrees to perform the WORK in a good and capable manner, as set out
here inbclolr'.
�. (a) "Planning" as used herein shall mean:
(i) the obtaining from recognized professional design,
architectural, construction, engineering and
economic consultants of information relevant to
preparing an overall design concept and budget for
the I'iORK ;
(ii) the obtaining of preliminary drawings and financial
feasibility: reports acceptable to the underwriter
as such underwriter is hereinafter defined;
(iii) all other activities necessary to determine the
type, character and dimension of the improvements
to be placed upon the PROPERTY; and
(iv) all other activities relating to plans for Developing
the PROPERTY.
(b) "Financing" as used herein shall mean the obtaining of
an underwriter or underwriters satisfactory to the CITY
to underwrite an amount presently estimated at Fifty-five
Million Dollars ($S5,O00,0 0) of bonds or certificates
of indebtedness of the CITY, which shill be secured by
a pledge by the CITY, first, of the Gross Revenues loss
Current Obligations of the PROPERTY and, second, by
non ad Valorem taxes and franchise fees which are not
otherwise pledged sufficient to Elect the Debt Service
on an amount of ponds or certificates of indebtedness
not to exceed Twenty Million Dollars (S 0,00u,i)00) , and
all thins necessary to accomplish the commitment of
such moneys from lenders and the closing and funding of
such loan, and all such other activities relating to
obtaining moneys for Development of the PROPERTY. Nothing
herein shall be construed to require a pledge of ad
valorem taxes. However, subject to the financial feasi-
bility and the approval of the CITY, as herein defined,
it may be necessary and desirable to issue, without
further guarantee by the CITY, additional revenue bonds
or to obtain other means of financing the PROPIiRTY and/or
to separately finance or fund individual segments of the
development from other sources, including the unsubordin-
ated ground leasing of portions thereof. It is further
understood that any additional financing or leasing
arrangements under this paragraph shall be designed to
enlarge and enhance the public purpose of this project,
as set forth in this Agreement.
(c) "Developing" and "Development" as used herein shall mean
the arranging for and implementing and causing of the
construction of all improvements resulting from the
Planning that are the subject of the Financing afore -
described.
(d) "Operate" and "Operating" as used herein shall mean the
Management and supervision of the PROPERTY.
(e) "Current Obligations" as used herein shall mean the
expenses of whatever type or character, whether related
to Planning, Financing, Developing or Operating, including
without limiting the generality of the foregoing, all
taxes and governmental charges or fees, but excluding
Debt Service Charges as defined below, which, in accordance
with good accounting practice, would be so described.
(f)
(g)
"Debt Service Charges" as used herein shill mean the
amount necessary to pay all interest and amortization
on the Financing and all other debts, loans or obliga-
tions incurred with respect to the PROPERTY.
"(Gross Revenues" as used herein shall mean all revenues
(loss sales taxes) received by DIPLOMAT and/or the CITY
with respect to the Operation of the PROPERTY.
(h) "Costs" as used herein shall mean:
(i) all hard costs;
(ii) all soft costs;
(iii) all advertising and promotional expense;
(iv) all charges, costs, interest and fees relating to
Financing;
(v) developer overhead attributable to the WORK (exclud-
ing, however, concessions or fees to DIPLOMAT for
construction of improvements referred to in
Article 2(c) above);
(vi) working capital for opening costs, payroll and
related costs;
(vii) reserve funds and contingency funds required by the
bond underwriter or underwriters;
(viii) costs of relocation of:
(a) Chalk Seaplane facility now on the PROPERTY;
(b) Heliport now on the PROPERTY;
(c) Non-profit marine clubs now on the PROPERTY;
(d) Japanese International Gardens now on the PROPERTY;
(ix) all insurance premiums, including but not limited to
public liability insurance, property damage, product
and food liability, marino, special event and fire
and extended coverage insurance;
all miscellaneous expenses necessary for Planning,
Financing, Developing and Operating the PROPERTY.
Current Obligations, Debt Service Charges and
Replacement Reserves.
nOn ad valorem taxes and franchise fees which are not
otherwise pledged sufficient to meet the IDebt Service
on an Amount of bonds or certificates of indebtedness
not to exceed 'Twenty Million Dollars (520 ,000, 000) , and
all things necessary to accomplish the commitment of
such moneys from lenders and the closing and funding of
such loan, and all such other activities relating to
obtaining moneys for 1)evelopme►it of the PROPERTY. Nothing
herein shall be construed to require a pledge of ad
valorem taxes. However, subject to the financial feasi-
bility and the approval of the CITY, as herein defined,
it may he necessary and desirable to issue, without
further guarantee by the CITY, additional revenue bonds
or to obtain other means of financing the PROPERTY and/or
to separately finance or fund individual segments of the
development from other sources, including the unsubordin-
ated ground leasing of portions thereof. It is further
understood that any additional financing or leasing
arrangements under this paragraph shall he designed to
enlarge and enhance the public purpose of this project,
as set forth in this Agreement.
(c) "Developing" and "Development" as used herein shall mean
the arranging for and implementing and causing of the
construction of all improvements resulting from the
Planning that are the subject of the Financing afore -
described.
(d) "Operate" and "Operating" as used herein shall mean the
Management and supervision of the PROPERTY.
(e) "Current Obligations" as used herein shall mean the
expenses of whatever type or character, whether related
to Planning, Financing, (Developing or Operating, including,
without limiting the generality of the foregoing, all
taxes and governmental charges or fees, but excluding
Debt Service Charges as defined below, which, in accordance
with good accounting practice, would be so described,
(i)
(J)
"Replacement Reserves" as used herein shall mean those
reserves reasonably required for maintenance of improve-
ments, addition of attractions or additional improvements,
based upon sound business practice and made in accordance
with good accounting practice.
"Management" as used Herein shall mean the direction
of the enterprise contemplated hereby and it shall include
every power necessary or propel' to conduct and carry on
the business described in Article 1 hereinabove.
(k) "Municipal Taxes" as used herein shall mean all City taxes,
City government charges other than direct service fees of
the CITY, but including City ad valorem taxes.
(1) "Project" as used herein shall mean all improvements
placed in, on, over, under, or upon the PROPERTY.
(m) "Commencement Date" as used herein shall mean that date
when DIPLOM.1T shall have caused substantial completion
of development and DIPLOAL\T shall have commenced Operation
of the PROPERTY.
(n) "City" as used herein shall mean the City Commission, or
the appropriate official or branch of the CITY government,
as required by the Charter or Code of the CITY to take
whatever action is required by the terms of this Agreement.
3. Within one hundred eighty (180) days from the execution of
this Agreement, DIPLOMAT shall cause the completion of such Planning
as is defined in Article 2(a), sub -paragraphs (i) and (ii) above,
and shall submit such material to the CITY. The CITY shall thereupon
promptly review such Planning and notify DIPLO?•lAT that it approves
the material in whole, or that it does not approve. The CITY shall
specify what portions of such Planning it does not approve and with
regard to such portions, it shall submit recommendations to DIPLOMAT
simultaneously with such notification. If the CITY shall not approve
such Planning; in whole, DIPLOMAT shall have forty-five (45) days from
the notification of such disapproval in which to modify such Planning
5
to obtain such approval.
4, DIPLOMAT shall he responsible for the payment of all expenses
through the date that the CITY receives an underwriter bond com-
mitment or commitments, such payment to be for expenses for those
services outlined in Article 2(a) above and to include, but not be
limited to, the following:
(a) Design, architectural and engineering fees and expenses;
(b) Economic consultant's fees and expenses;
(c) Legal fees and expenses;
(d) Underwriters' fees and expenses;
(e) Other consultants' fees and expenses;
(f) Documentation and reimbursable expenses;
(g) Travel and communication costs;
(h) Supplies and miscellaneous related expenses. Subsequent
to the date the CITY receives the Underwriter's Bond Commitment
letter, all Costs expended by DIPLOMI:AT shall be charged to the CITY's
account and reimbursed from the proceeds of the bond sale, or interim
financing, or other CITY funds.
5. At such time as the funding of the Financing or any interim
loan shall have occurred, DIPLOMAT shall, subject to the approval of
the CITY, cause the preparation of, or obtain:
(a) construction working drawings;
(b) final construction specifications;
(c) complete bidding documents;
(d) cost estimates;
(e) approvals and permits from all governmental authorities
hiving jurisdiction over the PROPERTY (other than those enumerated
in Article 1:9, which the CITY shall have obtained in CITY's name) .
6. As soon as the above shall have been completed, DIPLOMA'1' shall,
subject to the approval of the CITY:
(a) advertise in the name of the CITY for construction bids
in accordance with the drawings, specifications and documents
described in Article 5;
(b) evaluate and recommend to the City Commission contractors
as a result of such bids;
- 6 -
(c) obtain required permits for Development (other than
those enumerated in Article 19, which the CITY shall have obtained
in CITY's name) ;
(d) provide an affirmative action program;
(e) supervise Development and obtain Certificates of Occupancy
upon completion of construction of any improvements.
7. With the prior approval of the CITY, as herein defined,
DIPLOMAT shall he primarily responsible for the day to day operation
of the PROPERTY, excepting those segments agreed upon by the parties
hereto, and may as :Agent for the CITY:
(a)
sub -divide, develop, improve, manage, operate or use,
all or any part of the PROPERTY in accordance with the approved plans;
(b) lease all or any part of the PROPERTY in accordance with
the approved plans, which leasing is intended to support and be
ancillary to the Operation;
(c) grant easements or rights -of -way in accordance with the
approved plans;
(d) borrow money and incur other obligations for the Develop-
ment and Operation of the facilities in the approved plans;
(e) draw, make, accept, endorse, sign and deliver any notes
or other negotiable instruments or commercial paper;
(f) prepay, in whole or in part, re -finance, re -cast, increase,
modify, consolidate or extend any unsubordinated mortgage or security
interest affecting all or any part of the PROPER'l'Y;
(g) become a surety, guarantor; indennitor, or accommodation
party to any obligation;
(h) establish, maintain and draw upon checking, savings and
other accounts and designate others to draw upon any such accounts;
(i) employ, fix the compensation of, oversee and discharge
agents and employees;
(j) enter Into approved construction, or other Contracts;
(k) enter into contracts for management of real or personal
property;
(1) make any tax elcCtions under I.R.S. regulations;
(m) make or cause to be made surveys, studies, etc, to
determine highest and hest use of the PROPERTY;
(n) make and/or change the accounting year;
(o) execute, acknowledge, verify and deliver any instruments
desirable to effectuate the above;
(p) to do any or all of the above through agents selected
by DIPLOMAT;
(q) to do any and all things as shall be required or
desirable in order to implement the foregoing.
S. From and after the Commencement Date, DIPLOMAT shall have the
right of Operating (which shall, From and after the Commencement Date,
include Planning, Financing, Developing and Operating) the PROPERTY
for a period of thirty (30) years.
9. The CITY confers to DIPLOMAT an option to Operate the PROPERTY
for an additional period of ten (10) years, to commence immediately
upon the expiration of the thirty (30) year period referred to above,
and upon the same terms and conditions as in this Agreement provided.
Such option shall be exercisable by 1)IPLOMAT tendering to the CITY
written notice of its election to exercise its option at least one (1)
year prior to the expiration of the thirty (30) year period referred
to above.
. 10. The parties agree that if DIPLOMAT has exercised the option
conferred in Article 9 above, they shall, on or before the expiration
of the nincth (9th) year of the option term, meet for the purpose of
negotiating a further extension for a period of twenty (20) years, and
each party shall bargain in good faith to negotiate such extension, but
this provision shall not be subject to arbitration as provided below.
If the parties shall mutually agree to this extension, this twenty (20)
year period shall commence immediately upon the expiration of the option
term as designated in Article 9 above.
Notwithstanding anything to the contrary contained above, However,
at the expiration of the nincth (9th) year of this twenty (20) year
period described in the immediately preceding paragraph, the parties
agree that they shall bargain in good faith to negotiate Revenue
Distribution as defined hereinafter Cor the period commencing on the
tenth (1Oth) anniversary of such option period and for the remaining
term thereof. If they shall be unable to negotiate a mutually satis-
factory Revenue Distribution, the option period shall terminate on the
aforesaid tenth (loth) anniversary, notwithstanding the term thereof.
11. The parties agree that each of the parties shall receive as
consideration for the obligations imposed upon each of them hereunder,
after all Current Obligations, Debt Service Charges and Replacement
Reserves have been deducted from Gross Revenues, in the order listed
the following:
(a) The CITY shall receive an amount equal to two percent (2%)
of Gross Revenues.
(b) DIPL0M:\T shall receive an amount equal to two percent (2%)
of Gross Revenues.
(c) The CITY shall receive an amount equal to two percent (2%)
of Gross Revenues.
(d) DIPLOMAT shall receive an amount equal to two percent (2%)
of Gross Revenues.
(c) DIPL0M:\T shall receive an amount equal to:
(i) three percent (3 ) of all Gross Revenues if such Gross
Revenues shall be $20,000,000 or less per annum;
(ii) four percent (1%) of all Gross Revenues if such Gross
Revenues shall be greater than $20,000,000 but equal
to or less than $ 0,000,000 per annum;
(iii) five percent (5%) of all Gross Revenues if such Gross
Revenues shall be greater than $30,000,000 but equal
to or less than $40,000,000 per annum;
(iv) six percent ((i") of all dross Revenues if such Gross
Revenues shall he greater than $40,000,000 but equal
to or less than $50,000,000 per annum;
(v) seven percent (%) of all Gross Revenues if such Gross
Revenues shall he greater than $30,000,0t)0 but equal
to or less than $60,000,000 per annuls; and
(vi) eight percent (8%) of all Gross Revenues if such Gross
Revenues shall be greater than $60,000,000 per annum.
'( f) Thu CITY sha1l receive any remaining moneys that shall be
earned during such annual period.
A1.1 of the foregoing (herein called "Revenue Distribution")
shrill be paid Annually (each such period being herein called "Annual
Period") , with the first Revenue Distribution to he made on the first
(1st) anniversary of the Commencement Date and thereafter, on each
subsequent anniversary. If DIPLOMAT shall request, a portion of any
year may he prorated and an accounting year thereafter established.
The portion of such year and each accounting year shall each be con-
sidered Annual Periods, and any portion oli the year at the completion
of the term shall also be considered an Annual Period. Each Annual
Period shall he considered as an independent accounting period for
the purposes of computing the amount of Revenue Distribution payable
to the parties and Gross Revenues shall never be carried over from
one Annual Period to another.
12. 1)IPLOMIAT agrees to Operate the PROPERTY in accordance with
standards established by comparable facilities in the United States.
Toward this end, DIPLOMAT shall use its best efforts to Operate the
PROPERTY so that Current Obligations, excepting taxes and governmental
charges or fees, shall approximate sixty -seven percent (6 °) of Gross
Revenues (hereafter, that fraction resulting from annual Current
Obligations, excepting taxes and governmental charges or fees, as
numerator, and annual Gross Revenues as denominator, is referred to
as "ratio").
In the event that during any Annual Period, DIPLOM\T shall not
achieve such ratio, DIPLOMAT agrees to reduce its Revenue Distribution
as provided in Article 11, sub -paragraph (c) above, one-half of one
percent (.i;) for each percentage point of increase up to a ceiling
ratio of seventy-one percent (7M . In the event that during any
Annual Period, DIPLOMAT shall conduct such Operation at a ratio of less
than sixty-seven percent (676), its Revenue Distribution shall be in-
creased by one-half of one percent (.5°,) for each four (4) percentage
points of decrease of the ratio.
DIPLOMAT sha 1 1 provide in its annual operating budget for the
Amusement Therc Park Area, :In amount Of no less than five -percent
(5';,) of said I)Udtiet, for live show entertainment and presentations
of all tvnes, includin+; cultural activities and functions.
IS, The CITY agrees during the period of Operation by DIPLOMAT
to promote the Operation and the PROPERTY in City advertising, and
to provide adequate directional signs, traffic control and off -site
security relating to parking and ancillary facilities associated with
the PROPERTY, as defined below, for visitors, guests and invitees of
the PROPERTY.
11. The CITY agrees that it shall, at times and in a manner not
to impede the Development of the PROPERTY, install, place or erect,
as the case may be, upon the PROPERTY in accordance with the construc-
tion working drawings and final construction specifications approved
by the CITY, each of the following:
(a) Sanitary sewer, storm sewer, water, electric and gas lines.
(h) Paved surface parking for approximately 2,600 cars.
(c) On -off access ramps and roadways from the PROPERTY to
MacArthur Causeway; and traffic signals as may be required from such
ramps and roadways.
(d) Pedestrian overpass and service roads.
(e) Ferry docking slips.
(f) Wharf docking area.
(g) Bulkheading and shoreline improvements for marine facilities.
(h) Relocation and regrading of MacArthur Causeway as, if and
when it may be relocated upon the PROPERTY, subject to availability
of funds.
(1) Site work and fill as may he required by design and appli-
cable flood criteria of governmental authorities having jurisdiction
thereover.
'1'lae CITY agrees to use its best efforts to obtain funds for
the purpose of causing each and all of the above specified items to
be completed in a good and workmanlike manner. In the event, however,
that the CITY shall be unable to obtain all such funds or a commitment
therefor at the time that DIPLOMAT shall have completed items (a)
through (d), inclusive, of Article 5 above, it may provide for the
allocation from the proceeds of such Financing an amount not to exceed
SO O1)()+()0)() for the purpose of accomplishing the foregoing. 1f the
CITY desires to utilize the provisions of this :Article, it shall
notify DIPLOMAT and the inderwriter or underwriters described in
Article 2(6) above, at the time that DIPLOMAT shall have performed
the obligations unposed upon DiPLOMAT under Article 4 above.
15. This Agreement established DIPLOMAT as the Planner, Financial
Consultant, Developer and Operator of the PROPERTY, and any person
dealing with DIPLOMAT shall have the right to rely fully on its power
and authority to bind the Project, excepting, however, that DIPLOMAT
shal 1 never have the authority to encumber the real property or to
cause Financing of the PROPERTY except as in this Agreement provided.
The parties intend that I)IPLO'•1AT be an independent contractor and not
an employee of the CITY, and the employees and agents of DIPLOM:\T
shall attain no rights or benefits under the Civil Service or Pension
Ordinances of the CITY, nor any rights generally afforded classified
or unclassified employees of the CITY, nor shall DIPLOMAT or its
employees be entitled to Florida Workmen's Compensation benefits as
an eriployee of the CITY. 1t is intended that the CITY shall permit
I)IPLO`.1:\T to Operate the PROPERTY without interference in day to day
Management. However, from time to time, the CITY may monitor the
business conducted on the PROPERTY and assure itself as to DIPLO L\T's
Management thereof.
16. DIPLOMAT agrees that it shall cause to be kept complete and
accurate books and records relating to Planning, Financing, development
and Operating the PROPERTY in accordance with generally accepted
accounting practice, at the principal office of DIPLOMAT located in
Dade County. Independent Certified Public Accountants, mutually agree-
able to the CITY and DIPLOMAT, shall be selected from time to time by
the parties and such Certified Public Accountants shall perform such
services as to the two parties shall appear adequate for the purpose
of determining Current Ohl igat ions, Debt Service Charges, Gross Revenues
Costs, Replacement Reserves, and such other information relating to
revenues and disbursements as may be relevant to the business of DIPLOMAT
and the Work on the PROPERTY.
12 -
1 th clll of the foregoing undertakings, DIPLOMAT shall have no
liability to third persons other than as specifically set forth
herein, if the C1'1'1' shall request DIPLOMAT to execute contracts, hire
employees, incur expenses or any liability whatsoever, the CITY shall
fully indemnify DIPLOMAT therefor.
18. The CITY shall, when Financing or interim loans are obtained
in accordance with this Agreement, act expeditiously to:
(a) cause execution and implementation of funding; and
(b) from time to time, when requested by DIPLO!LV1', make pay-
ments or cause them to be made where such payments arc related to Plan-
ning, Financing, Developing or Operating the Work.
The CITY agrees that it shall accept any reasonable or customary
covenants and limitations imposed by any underwriter or lender as to
such Financing.
19. From and after the execution of this Agreement, at the request
of DIPLOMAT and subject to the availability thereof, the CITY shall
make available to DIPLOMAT those of the CITY's administrative resources
and staff as may be necessary for the purpose of assisting DIPLOMAT
in the orderly Development of the Work. In this regard and without
limiting the generality of the foregoing, the CITY shall use its best
efforts to assist DIPLOMAT to obtain, in the name of the CITY, approvals
from the following (if requested by DIPLOMAT):
(a) (a) Florida Department of Environmental Regulation (DER) .
(b) Florida Department of Natural Resources (DNR) (through DER) .
(c) Florida Department of Administration - in association with
the South Florida Regional Planning Council (DRI) .
(d) Florida -South Florida Water Management District.
(e) Florida Department of Transportation (DOT)(including
relocation of Mac:\rthur Causeway, Watson Island portion).
U. S. Corps of Engineers (CO1:).
U. S. Coast (ward and Dade County Port Authority.
U. S. Federal Aviation Agency (FAA).
Metropolitan Dade County.
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The CITY shall, free of cost, obtain approvals of all licenses,
hermits, and the like required from Departments of the CITY. Notwith-
standing anything to the contrary in this Article contained, DIPLOMAT
shall have the primary responsibility to obtain the approvals enumerated
in this Article as sup -paragraphs (n) through (i), inclusive.
20. DIPLO`•1:\T shall supervise the Development of the Work and cause
the completion thereof with reasonable dispatch, having regard for the
complexity and size of the business venture contemplated under this
Agreement. The CITY recognizes that I)IPLOM:\T may utilize "fast track"
construction methods, and the CITY, if requested by DIPLOMAT, agrees
to cooperate and assist )IPLOMAT so that such method may be effectively
used.
21.
Many of the provisions in this Agreement require one of the
parties to act or notify the other without specifying the time allowed
therefor. Each party agrees that the other shall have a reasonable
time to accomplish such act or provide such notification, giving con-
sideration to the attendant circumstances in each case.
Many of the provisions of this Agreement require that approval
be obtained by one party from the other to a plan, program, recommenda-
tion, or proposed act. No such approval shall be either unreasonably
(a) delayed, or (b) withheld. To accelerate action, the CITY shall
promulgate legislation to confer upon a municipally created authority,
ex officio committee and/or the City Manager, the power and authority
to give or withhold consents, and the DIPLOMAT and any third persons may
rely upon such consents. The City agrees that the City Manager may
appoint the Project Director for Watson Island to assist the City
Manager in the functions aforedescribed. In the event that a municipal'
authority is created, the City Manager, the City Attorney and Project
Director shall be included in the membership.
14 -
linincdiatcly upon execution of this Agreement, the CITY shall,
without the . tise of funds derived from ad valorem sources, make applica-
tion to ,ill governmental authorities having iurisdiction thcrcovcr for
the purpose of commencing priority studies for design and construction
o f a people mover system for the PRi)l'1:R'1Y connecting to (a) the Downtown
People :Mover System, Phase I, (b) the proposed Waterborne Transportation
System, (c) shuttle bus routes throughout Dade County, and (d) off -site
parking facilities. Thereafter, at the request of DIPLO`i:\1', the CITY
shalt make such applications, or authorize DIPLOM.\T so to do, for the
purpose of providin!1 orderly and effective road, water or other trans-
nortration systems to and from the PROPERTY during the term of this Agree-
ment.
24. The CITY shall provide to the Project, on a best efforts basis,
any equipment, land, supplies and services reasonably available and not
otherwise committed without charge, and the CITY shall provide all services
which the CITY provides to the CITY's taxpayers, off -site storage facili-
ties, warehouse, nursery, shop, disposal , maintenance, dockage facilities,
and such other services not otherwise committed which are beneficial to
the Development and Operation of the PROPERTY and which are likely to
reduce the cost of Development and Operation.
25. Throughout the term of this Agreement, the CITY may have avail-
able to it funds, grants, services, or guarantees from other governmental
authorities which will, or might in the judgment of DIPLOMAT, enhance
the PROPERTY, the Work, or the Operation. lt'tlen requested by DIPLOMAT,
the CITY shrill (so long as the CITY shall not be required to expend any
moneys of the CITY) make such applications or authorize DIPLOMAT to so
do in the C11'Y's name, and to use such funds, grants, services and
guarantees for promoting the successful Planning, Financing, Development
and Operation of the PROPERTY. If any such benefit shall become avail-
able prior to the Commencement Date of the term, 1)IPLO`.1:\T may amend any
documents relating to Planning, Financing or Development, or cause their
amendment for the purpose of utilizing such benefits :gird/or utilizing
so much of the $5.5,U00,0U0 Financing referred to in Article ', sub-
paragraph (b) :shove, as shall be saved thereby for further enchanting the
26, inasmuch as DIPLOMAT shall operate the business known as the
PROPERTY for an extensive period or time during which changes may
occur by reason of (a) alterations of methods of merchandising,
(1
partial or total damage or destruction, or (c) eminent domain,
the parties agree that DIPLOMAT shall have the power and authority
from time to time to (a) maintain or upgrade all or any part of the
improvements on the PROPERTY, and (h) replace, rebuild, build or
enlarge any improvements on the PROPERTY. , Provided, however, that
if such maintenance, upgrading, replacement, rebuilding, building,
or enlargement is substantial., (a) the format established in Article 5,
6, and elsewhere in this Agreement, shall be followed, and (b) new
financing shall be obtained mutually agreeable to tlic parties, but
the CITY agrees that if such Financing shall not increase its obliga-
tions to be secured by franchise and utility ices as described above,
and upon reasonable projections supported by expert analyses will not
materially adversely affect the projected Revenue Distribution to the
CITY for the balance of the term of this Agreement, or this Agreement
as extended (if DIPLOMAT shall have exercised the option described in
Article J above), and that such new Financing; shall be agreeable to
the CITY. "New Financing" as used in this Article shall not be limited
as provided in Article 2, sub -paragraph (b) above.
27. The CITY agrees that if bond counsel selected by the CITY for
the Financing shall require a ruling from the Internal Revenue Service
prior to issuing its validating opinion letter to the underwriter or
underwriters, then the CITY shall promptly notify DIPLOMAT thereof
and ninety (90) days from the date that the CITY shall have received
notice by its bond counsel of such requirement, DIPLOMAT may suspend
further action or proceed as in this Agreement provided. If DIPLOMAT
so proceeds, all expenses of any type and character from such date
shall be deemed to be Costs incurred after the obtaining of a bond
commitment or commitments under Article 4 above,
- 16
tr the said bond counsel shall not issue An opinion that the
proposed pond issue or issues is/are exempt from taxation under the
Internal Revenue Acts, then in effect, DIPLOMAT may elect to se11
the reports, documents and information prepared by DIPLOMAT, or caused
to be prepared by DIPLOMAT, as provided in Article 2(a) above, to the
CITY, and the CITY agrees to purchase said material at a price equal
to ninety percent (pf",) of all payments and disbursements and Costs
of whatever type and character paid, advarfced or incurred by DIPLOMAT
for the Work or any portion thereof. Notwithstanding the above,
however, DILO`•1AT may elect to submit to the CITY recommendations for
financing, even though the said bond counsel shall not issue his opinion
of tax exempt status, and the CITY shall approve such financing if it
shall be in substantial accordance with Financing as defined in Article
2 (b) above.
Throughout the term of this Agreement, the limitation of
obligation of DIPLOMAT to the CITY shall be in the amount that the
CITY has authorized as aforedescribed.
2S. DIPLOMAT shall keep the CITY informed on the status of the
Planning described in Article 2(a)(i) above.
29. This Agreement has been drawn by the parties in the form of an
agreement for Planning, Financing, Developing and Operating the
PROPERTY. however, at the request of DIPLOMAT, the CITY agrees that
it wi11 agree to change the relationship to that of a lessor -lessee,
provided that the CITY shall not be detrimentally affected in any way
by such change, and provided that the intent as expressed herein may
be substantially achieved thereby.
3(1. It is contemplated that inasmuch as the PROPERTY is owned by
the CITY, no municipal taxes, present or future, will be assessed
thereon. however, in the event that the highest court of competent
jurisdiction shall determine that any taxes imposed by the CITY are due
on the PROPERTY, they shal 1 he considered as payment in 1 ieu of an
equal amount due to the CITY under Article 11(a), (c) and (f) herein -
Above, and thereby deducted solely from the C1TY's Revenue Distribution,
- 17 -
Therefore, for the purposes of Revenue Distribution, any municipal
taxes shall he oflnsidcred Revenue Distribution male to the CITY in
the amount of, such t:ixes and shall reduce the CITY's Revenue Distri-
bution notwithstanding anything to the contrary herein provided.
31. The parties hereto agree to deliver promptly as needed, all
instruments and documents necessary to effectuate the obligations
and agreements of the parties hereto, one unto the other, and each
party represents and warrants that it has full power and authority
to enter into this Agreement and assume and perform all of the obliga-
tions on its part to be performed hereunder.
32. Each party may waive the strict performance of any covenant,
condition or representation made hereunder with approval of the other
party. Any such waiver, however, shall be made in writing, and waiver
of one covenant, condition or representation shall not be considered
a waiver of any other covenant, condition or representation.
33. The CITY shall not sell or transfer the PROPERTY or assign
this Agreement, in whole or in part, except to another governmental
agency and only as permitted by the bondholders after legal request
for such consent by the CITY, and only if such assignment shall have
no adverse effect on the position of DIPLOMAT.
34. The CITY shall obtain or furnish to DIPLOMAT at the PROPERTY
all utilities (including, without limiting the generality of the fore-
going, electricity, sanitary sewerage, water, gas) at the CITY's net
bulk volume cost.
35. DIPLOMAT agrees to be and remain an equal opportunity employer
throughout the term of this Agreement.
36. Notices relating to this Agreement shall be in writing by
Certi ficd 'lai 1 , Return Receipt Requested, to the names and addresses
of each of the parties listed below, or to such other names and
addresses as may be
'1'O THE 1: CITY:
TO DIPLOMAT:
determined from time to time:
City of Miami
City (gill
3500 Pan American Drive
Miami, Florida 33133
Attention: City ,tanager
Diplomat h'orld Enterprises, Ltd.
1212 City Nutional Bank Building
Miami, Florida 3313n
:attrnt i-n: i:on:i1d L. mine, General
Partner
3 , .any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall the settled by arbitration in
accordance with the rules of the American Arbitration Association, and
judgment upon the award may be entered in any court having jurisdiction
thereof.
38. The CITY may require that contractors doing business with
1)IPLOMA'1 or the CITY at the PROPERTY, or recommended by DIPLOMAT for
work thereon, be bondable for an amount equal to the cost of the work
to he performed, that is, able to obtain bonds for performance and pay-
ment on work Cor which they contract, and the CITY may compel such con-
tractors to be so bonded.
30. The parties hereto intend that this Agreement may be severable,
and if any part or provision is determined by a court of highest juris-
diction to be inoperative, ineffective, or null and void, then the
balance of this Agreement shall remain in full force and effect.
40. upon the issuance of a bond or financing commitment or commit-
ments, 1)IPLO iA'I may assign this Agreement and the rights and obligations
contained herein to a corporation, which shall initially have as its
shareholders only those parties who arc partners of DIPLOMAT. The
control of such corporation, however, shall be limited during the terns
of this Agreement, or this Agreement as extended, to the following
classes:
(a) Family members and lineal descendants of partners of
DIPLOMAT (hereinafter "Partners") .
(h) Personal representatives or heirs of Partners, or their
successors.
(c) Such other persons, associations or corporations as shall
be permitted by the CITY, which permission the CITY shall not unreasona-
bly refuse or withhold.
Upon the assignment to the corporation and the assumption by
that corporation of I)IPLO'.1.\'1''s obligations, the obligations of DIPLOML\T
shall cease.
41, The parties agree to make any reasonable modifications to
this Agreement which will not materially adversely affect either of
them, if requested so to do by any underwriter of the Financing,
any lender, (:ITY's bond approving counsel, or CITY's independent
auditor,
42. In the event that the Planning, Financing, Development and
Operation of the PROPERTY shall be delayed, hindered or prevented by
reason of :Acts of God, strikes, lock -outs, 'labor troubles, inability
to procure materials, failure of power, restrictive governmental laws
or regulations, riots, insurrection, war, or other reasons of a like
nature, not the fault of the CITY or DIPLOMA1•, then the dates for
completion of the Planning, Financing, Development and Operation.of
the PROPERTY may be extended to a time reasonably necessary to provide
for such completion, taking into consideration the circumstances that
may exist.
43. Many of the foregoing provisions of this Agreement contain
obligations on the part of the CITY or DIPLOMAT or both. In many
instances, various rights are granted to each party consequent upon
default by the other party in the performance of said obligations.
It is expressly understood and agreed that, notwithstanding anything
herein contained to the contrary (except as otherwise provided in
this Article 43), each and every one of said rights on the part of
either party to take advantage of a failure on the part of the other
party to fulfill its said obligations shall be subject to the follow-
ing limitations:
(a) DIPLOMAT shall not have the right to proceed with any suit.
or to avai 1 itself of any remedy whatsoever provided for in this
Agreement or under the law, unless DIPLOMAT shall have given to the
CITY written notice of the alleged default, and the CI'1•Y for a period
of ten (10) days thereafter shall have failed to correct the alleged
default. If the alleged default is of such a nature that it cannot be
completely remedied or cured within such ten (10) day period, then
- 20 -
such default shall not be an enforceable default against the CITY,
i f t.hc CITY shall have commenced curing such default within such
ton (1 0) day period and shall proceed with reasonable diligence and
good faith to complete the curing thereof. The ten (1(1) day notice
provision herein set Forth shall be inapplicable to any emergency.
(b) The CITY shall not have the right to proceed with any
suit or to avail itself of any remedy whatsoever provided for in
this Agreement or under the law, nor shall UIPLOM.\T's right to
exercise any option granted herein he deemed to have expired, unless
the CITY shall have given to DIPLOMAT written notice of the alleged
default or the failure to exercise any option, and DIPLOMAT for a
period of ten (10) days thereafter shall have failed to correct the
alleged default or to exercise said option. If the alleged default or
failure to exercise any option is of such a nature that it cannot be
completely remedied or cured or exercised within such ton (10) day
period, then such default or failure to exercise shall not be deemed
an enforceable default or failure of DIPLOMAT, if DIPLOMAT shall have
commenced curing such default or undertaken to exercise said option
within such ten (10) days period and shall proceed with reasonable
diligence and good faith to complete the curing and/or exercising
thereof, as the case may be.
41. This Agreement shall be binding upon the parties hereto, their
personal representatives, successors and assigns.
IN WITNESS WHEREOF, the (parties have executed this Agreement
the day and year first above written,
CITY OF MIAMI (SEAL)
By
City Manager
ATTEST:
City Clerk
DIPLOMAT WORLD ENTIiRPRISES, LTD. (SEAL)
By
Signed, sealed and delivered
in the presence of:
As to CITY
As to DIPLOMAT
\TI:I) .\S TO FORM ANI) CORRECTNESS;
9-4
l;eoI',;e i. Knox, Jr., C Lorne
General Partner
SCHEDULE "A"
WATSON I S1,ANr.
LI;GA1, DESCRIPTION
PT1.Oi1
:A parcel of: land lying J.n Biscayne Bay, City of Miami, Dade
County, Florida, known as "WATSON ISLAND" anus situated between
the Intracoastal Waterway and the City of Miami Beach on each
side oL a portion of "General Douglas MacArthur Causeway", also
known as State Road A-1-A, as shown on the State of Florida
Right -of -Way Map, Section No. (8706-112) 87060-2117 - Road No.
A-1-A Dade County, according to the plat thereof, as recorded in
Plat Book 68 at Page 44, Sheet `3, of the Public Records of Dade
County, Florida, said "WATSON ISLAND" being more particularly
described as follows:
Beginning at a point shown as P.T. Sta. 47+16.98 on said
State Road Right -of -Way Map. Said Point of Beginning being also
a point of tangency on the center line of Mac Arthur. Causeway,
whose bearing is N 63° 54' 30" W and 2,836.0 feet from the cente•-
of the Palm and Hibiscus Island Bridge; thence along the radial
line S 26° 05' 30" W 66.6 feet more or less to an intersection
with the face of an existing sloping apron bulkhead adjacent to
the Municipal Ship Channel; thence along said existing face of
bulkh{gad more or less parallel to the former State Road A-1-A
Causeway meandering 2,350 feet more or less to its intersection
with the face of an existing concrete bulkhead; thence N 16°
03' 34" W a] ong said bulkhead which is parallel with and approxi-
mately 200 feet westerly of said former State Road A-1.-A Causeway,
a distance of 1,370 feet more or less to its intersection with the
southerly realigned right-ol:-way line of said State Road Right -of -
Map; said right-of-wav 1.in& being; 200 feet south of the center
line of said N acArtbur Causeway; thence along; said southerly
88" 49' 55" W 70 feet more or
1 o its intersection with the face of an existing bulkhead,
;;•►Iti hnII:head tieing also the rrt:;Leriy end o1_ the west bt'idgo,
,t9; .;lio%:n on .;:►iti right-ot-w:1v map; thence along said bridge
t'iti h'_•.tii in :t northerly direction 300 feet more or less to its
itic.ersection with the northerly realigned right-of-way line
and :t curve concave to the south having a radius of 1,441 ,69
feet; thence along said northerly right-of-way curve in an
easterly direction 280 feet more or less to its intersection
with the mean high water line of. Piscaynd Bay; thence meander-
ing along said mean high water line in an easterly direction
1900 feet more or less; ;.hence continuing along said mean high
water line in a southeasterly direction 2,300 feet more or Less
to the point of intersection with the northerly right-of-way
line of MacArthur Causeway, said point also being on a radial
at F.T. Sta. 47+1.6.98, as shown on said State Road R;.ght-of-
Way Map; thence S 26° 05' 30" W along said radial 65.00 feet
to the Point of Beginning.
Containing 86± acres; together with all accretions, however
resulting.
AGREEMENT
HIS AGREEMENT, made and entered into this day of
, 1977, by
corporation of the State
(hereinafter referred to
and
and
U
and bet:•.een the CITY OF 'IIAMI, a municipal
of Florida, and
as the"CONTRACTOR") .
NOW, THEREFORE, inconsideration of the mutual covenant:-;
agreements hereinafter set forth, the parties hereto covenant
agree as follows:
1. SCOPE OF CONTRACT: •
This Contract provides for all custom broker and freight
forwarding services relating to the shipment and receipt
of property as required by the participating country, for
the Trade Fair of the Americas. Exhibit to be held at
the Expo Center in Miami March 8-19, 1978
2. This Contract is nominated as open-end and the CONTRACTOR
shall not undertake any work whatsoever until he receives
properly issued work orders signed by the Supervising
Officer describing, the specific services required.
3. CONTRACTING OFFICER:
The Contractin4 Officer of the City of Miami, shall be
the only Officer who is entitled to make commitments or
do any formal acts in behalf of the City of Miami under
this Contract.
4. SUPERVISING OFFICER:
The manager of the Trade Fair of the Americas shall act
as the Supervising Officer for the City of Miami under
this Contract.
SPECIFICATIONS:
When requested by the Supervising Officer, the CONTRACTOR
shall perform any of the following services: (weight
computation shall be based upon the gross weight of cases
or packages. The factor of 2.2046 shall be used for con-
verting weight from pounds to kilograms or the reverse.
Change will be based on the total of each B-L or AWB).
1. INCOMING SHIPMENTS:
(a) Collect from Carriers: shippers and suppliers;
(b) Accomplish customs clearances and related form-
alities;
(c) Transport from point of arrival and deliver to
destination;
(d) When incoming shipments are over -due, trace
their location and take all possible action to
expedite the delivery thereof to their destina-
tions.
ogg!lPIIIPIIR9111!.'1'1ill!RII1'I IR I!'i!R pll!t!'
AGREEMENT
THHIS AGREI.•'MENT, made and entered into this _ day of
1977, by and between the CITY OF MIAiMI , a municipal
corporation of the State of Florida, and
(hereinafter referred to as the"CONTRACTOR"):
NOW, TIIEREF ORE , inconsideration of the mutual covenant::
and agreements hereinafter set forth, the parties hereto covenant
and agree as follows:
1. SCOPE OF CONTRACT:
This Contract provides for all custom broker and freight
forwarding services relating to the shipment and receipt
of property as required by the participating country, for
the Trade Fair of the Americas. Exhibit to be held at
the Expo Center in Miami ;March 8-19, 1978
2. This Contract is nominated as open-end and the CONTRACTOR
shall not undertake any work whatsoever until he receives
properly issued work orders signed by the Supervising
Officer describing the specific services required.
3. CONTRACTING OFFICER:
The Contracting Officer of the City of Miami, shall be
the only Officer who is entitled to make commitments or
do any formal acts in behalf of the City of Miami under
this Contract.
4. SUPERVISING OFFICER:
The manager of the Trade Fair of the Americas shall act
as the Supervising Officer for the City of Miami under
this Contract.
5. SPECIFICATIONS:
When requested by the Supervising Officer, the CONTRACTOR
shall perform any of the following services: (weight
computation shall be based upon the gross weight of cases
or packages. The factor of 2.2046 shall be used for con-
verting weight from pounds to kilograms or the reverse.
Change will he based on the total of each B-L or AWB).
1. INCOMING SHIPMENTS:
(a) Collect from Carriers: shippers and suppliers;
(b) Accomplish customs clearances and related form-
alities;
(c) Transport from point of arrival and deliver to
destination;
(d) When incoming shipments are over -due, trace
their location and take all possible action to
expedite the delivery thereof to their destina-
tions.
"SUPPORTIVE
DOCUMENTS
FOLLOW"
site and placing; into the participating; countries
exhibit ;area. The delivery of all exhibit mater-
ials into the respective booth of the participat-
ing country area :,hall be performed and completed
durin;; the period February 23 - `3:00A.M. ending
March 6, 1973, at 18:00 P.M.
(b) The stora e oC empty: crates for repacking at the
close of the exhibit.
(c) The removal of the exhibit items at the close of
the exhibit on March 19, 1.973 to March 24, 19:00 p.n.
for shipment when necessary in accordance with
instructions From the participating countries.
6. WORK ORDER AND DELIVERY
' .All services under the terms of this Contract shall be per-
formed on the basis of written instructions from the manager of par-
ticipating countries or participating country representative, indi-
cating type of services required, and other pertinent information.
Instruction by the participating country or the Manager or his desi-
gnee, shall constitute authority to proceed with the work. The
CONTRACTOR shall comply with all applicable provisions of local laws,
regulations, rules and special exceptions therefrom authorized by
the Manager of the Trade Fair of the Americas, if any in the perfor-
mance or services under the terms of this Contract.
PARTICIPATING EXHIBITORS AGREE TO THE FOLLOWING:
1. To pay all costs of shipment of the exhibit materials
from point of origin to the exhibition site and return
if the shipment originated within the U.S.
2. To pay all costs of shipments from foreign point of entry
to exhibition site and from exhibition site to final
destination of all the exhibitors materials.
3. To pay all local storage costs of the exhibitors materials
at the conclusion of the exhibition.
4. To pay all duties, customs and related charges which may
be levied on the exhibitors materials.
CLASSES OF PAYMENTS FOR SERVICES:
A. Class I. All custom broker fees including documentation
by the broker or freight forwarder will he paid by the
City of Miami - Trade Fair of The Americas in accordance
with the payment terms of his contract - Attachment A -
a part of this Contract.
13. Class II. All costs requested of the freight forwarder
by the participating exhibitor such as:
Cartage - Point of entry to Fair site
Bonded Warehousing - if necessary.
C Class III. Unpacking - Repackin.;.
Removal and return of empty crates from the CONTRACTOR
Storage Area.
-3-
D. Class IV. Cartage to the point of entry if returned to
Point or origin. Duties if merchandise is to remain perm-
nately in the United States. Bonded warehousing if neces-
sary.
E. All of the above payments will be in accordance with
CONTRACTOR schedule - Attachment A a part of this Contract.
To the classes payment for services ment ioned above, each
incoming shipment will be identified in writing on a for.rn provided by
the freight forwarder in order the participatin country, or tho
manager in behalf of the City of Miami rnav determine his billin=; pro-
cedure.
In order to keep charges down and avoid minimum shipment,the
freight forwarders will make every effort to consolidate shipments.
If one or more participating countries are involved the freight for-
warder shall be responsible to fairly prorate charges.
For services rendered under this Contract the City of Miami
will pay the CONTRACTOR for services requested under Class I. For
services requested under Class II, III, and IV will be a direct arr-
angement at the price indicated between the participating country and
the CONTRACTOR.
(The Manager of the TRADE FAIR OF THE AMERICAS may request some ser-
vices i.e. trucking which will be a direct arrangement between the
manager acting for the City of Miami and the CONTRACTOR - such ser-
vices will be at the rates stipulated in this Contract.)
GENERAL PROVISIONS:
A. The CONTRACTOR shall, prior to the acceptance of any cargo
from the ocean carrier or air cargo liner, examine and
check all shipping cases for exterior damage or loss.
The CONTRACTOR shall accept no cases where such conditions
are found without first documenting the surrendering Bill
of Lading or Airway hill to that effect.
The CONTRACTOR shall immediately advise the manager of the
Trade Fair Of The Americas Exhibition of such actions and
also assist him or the participating country in any claim
action against the carrier involved.
B. The CONTRACTOR will be given the necessary copies of in-
bound invoices, Bill of Lading or Airway Bill upon proper
certification by the participating country and packing
lists required for customs clearance.
C. The CONTRACTOR shall supply original and non-negotiable
copies of outbound Bills of Lading or Airway Bill, if any,
in numbers specified by the participating country or
his designees.
-4-
4
D. The CONTRACTOR'S warehouse (bonded) must meet all local
maximum safet:; and fire regulations and must be suitable
for the safe and secure storage of the property handled
this Contract.
E The CO:1TI1ACTOR warrants , that his equipment is adequate
and personnel employed by him are fully qualified to
perform .all services required under this; Contract. Failure
to ;.accomplish and; service due to inadequate equipment
or shor to e o f qualified personnel will constitute grounds
for cancellation of this Contract at the discretion of the
Manager for the City of N ami.
F The CONTRA;C'iOR, at no additional cost to the manager,
shall provide a Spanish ;and Portugese speaking employee
of the CONTRACTOR who is familiar with the or.:;anization
and procedure of the CONTRACTOR to work with the manager
of the Exhibition or participating country and his designees
to coordinate all procedures from the standpoint of the
participating; country and the CONTRACTOR for a period of
build-up and dismnnteling of the Trade Fair Of The Americas.
This employee shall be available full-time at the Exhi-
bition from the time of unpacking of arrived exhibit
materials. ile will be located in the Office of the manager
of the Exhibition to work with the exhibitors in the placing
of the merchandise and the execution of the necessary
documentation at the conclusion of the exhibition and
clearing out of all exhibit materials.
G. In case of violation of the warranty referenced in Article
E above, the management shall have the right to cancel this
contract without liability or, at its discretion, to deduct
from the consideration the charges which will be incurred
by the exhibition for having the wort: done by another
contractor, if necessary.
H. CUSTO:•1 CLEARANCE: The CONTRACTOR shall assist the manager
of the Exhibition in obtaining a statement from the appro-
priate customs officials attesting to the fact that all
customs records for the exhibition have been cleared to
their satisfaction, through the clearance of the material
and/or through the payment of required duties.
I. This Contract shall extend from October 1 1977, until
the completion of the required services for outbound
shipments after the close of the Trade Fail Of The Americas
1978, estimated at April 1, 1978.
DISPUTES
A. Any dispute arising out of this Contract shall be decided
by the Contracting Officer, provided always that the CONTRACTOR
shall have the right to appeal within fourteen (14)
days of notification of such decision to the Ambassador
of the respective country.
13. Pending the settlement of a dispute, the CONTRACTOR shall,
whenever possible, continue with the work required.
EXCEPTIONAL CLAUSES:
A. When property items are handed over to the CONTRACTOR he
shall be responsible while they are in his possession for.
all loss and damage, either in storage or transit, except
for loss or damage through Acts of God. For any such
loss or damage the CONTRACTOR shall either repair, replace
or reimburse the value of the damaged or lost items, at
the option of the respective country.
B. The CONTRACTOR shall carry insurance and rive proof t.:o
the Man<I4er it and when requested.
C . The CONTRACTOR shall hold and save thc' City of Miami, its
officer:;, employees and aunts }harmless for any liability
of whatever nature or kind including any costs or expenses
incurred for, or on Account of law suits, damages or other-
wise and of any character whatsoever, including claims tor
damn ;e or injury to property or persons resulting; from
the performances of services rendered pursuant to this
Contract.
D. Thu CO;i"I'R:\( ['OR shall he responsible for complying fully
wi t:h all local, ci tv and national laws. regulations and
ordinances relating to the services pursuant to this
Contract.
IN WITNESS tv!IEREOF, the parties hereto have causes this instru-
ment to be executed in their names and their seals to be affixed
hereto as of the day and year first above written.
THE CITY OF MIAMI, Florida a
municipal corporation of the
State of Florida
ATTEST: By
CITY CLERK
WITNESS
CITY MANAGER
CONTRACTOR - I'!1i'.S I DENT
WITNESS CONTRACTOR- Si:CRli'1':\RY
PREPARED AND APPROVED BY:
ii,. / ...
JUJDITIH HOLLANDER
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
GEORGE F. KNOX JR.
CITY ATTORNEY
-6-
CORPOR:A1'I: SEAL
"SUPPORTIVE
DOCUMENTS
FOLLOW"
•
SCHEDULE .\
I. Class 1, I NC(itti N(i 1)il(:tl\11:ti"'I'.A'I I t)ti
(To the account or the' City of Miami)
Nationwide Trsil'fic Service Bureau, Inc, have horn appointed
by the City tii, Miami as the official Custom 1iotisc Broker for
the 'i'rade lair of the Americas to act as its representative
anti i;tiar'antCe that Clistoms duties Will come under their res-
ponsibility at no COSt to the City or Miami except for the
following:
Ct1Stoill brokerage fees whether by sea or air l'or lilcoining
shiiinletlts from all participating,countries,
:\ flat I'cc of $15.00 per :\IVl or l'-1. on informal entries
Permanent entry $ I0.t)O per AWB or R-L
Class II
SINGLE 1i\1'RA' BO\I) - CLEARANCE FOOD, B1?\°1:R:AGE AND LABELS
('I'o account or exhibitor)
Single entry bond - $7.50 AWR - RL
Clearance of Food, drug and beverage (including labels) with
laboratories in Orlando, Florida - $ll) per shipment. Usually
requires 3 to •l weeks in original shipment'
C1 ass 111 - CARTAGE 1N BOUND ANI) O(1T ROAN')
('1'o the account or the Exhibitor)
Cartage (Drayage) in hound or out bound
;Airport to exhibitor's stand in Expo Center
rate, per lb. 01 per kilo .023
Minimum charge per shipment S1S.00
Container $50.00 - Either Igloo type or regular. 'i'his charge
Also includes the return of the container to point of pickup.
Sea port to Exhibitor's stand in Expo -Center
Rate per lb. 01 per kilo .023
Container $50. This charge also includes the return of the
container to the point of pick up. (if the container is
stripped a flat charge of $65, which elirinates the .01 rate
per lb.).
VI - RONi1E1) WAREHOUSING ('1'o the account of the exhibitor)
Since 10 working days are permitted in bonded warehouse at
the ,Airport and sera port plus Nationwide offers 15 days free
storage before February 23, 1978 and I5 days after March 24,
1978, it is believed this possible expense will be a Trainor
one and probably not even used. In case it should become a
major factor the Fair management rccogni :es the right of the
contractoi' to re -negotiate with the participating country.
Bonded Warehousing i11 i (rut(coming in) .06 per 1b,
in 1; Out (going out) .tin per lb.
Storage per Cu. ft . .10 or
.01 per Ib, per day
7
"SUPPORTIVE
DOCUMENTS
FOLLOW"
the .recount thco eNhibi'tor)
lltlp,Iekitlg - kepaCkitig (All labourers to have apphij) 1;�te
necessary tt9ols1.
Normal HoU i•s = 8 AM to 1 700
: Ski fled Labor $12,00 per hour
cNo unsk i 1 led labo,i. tti'i 1 1 bc` Used)
Overtime
Ski 1 i ced labor 1800 2.200 $1 ' per hour
S,iturcl:t\• f, Sunday $24 per hour
1\o ooski l led 1.thot• will be 'tired)
Class VI - MISCELLANEOUS CHARGES 1N CASE ,NI:lilEPH
('1'o the account of the exhibitor)
1`oikl i I't tip to S tons with operator $120 per dad' or $25 per
hour - minimum 4 hrs, (Normal hours)
1800 to 2200 - additional charge S15 her hr, for"operator
Saturday F, Sunday - additional charge $ 30 tier hr'. for operator
minimum 4 hour's:
Marking cases for trans -shipment .10 per label
Repacking material - strapping - etc. to be quoted before
job undertaken.
Regular warehousing - not bonded - no charge
Refrigerated storage .01 per 1b. •
lelievery to Fair site on daily basis from
refrigerated warehouse - no charge
'Class VI I - STORAGE O1 EMPTY CARTONS
(To the account of City of Miami)
haul ing ,empty cartons and crates from exhibitor's stand to'
�() ft'. trai lers and return to exhibitor's stand at close of
fair - $ 50 per week per 40 ft. . containers or 200 per month...
(It is understood the trailers may necessarily be hauled away,'
cute to limitation on parking)
'C1;tss Vil1 OUTGOING' I)OCIJMENTr1T1ON
('1'o the account of the exhibitor)
Documentation cost of outgoing shipments tb point
$ 20 pex .1l\'I3 - 131..
RT I E
DO JIMENTS
r" , t r ; 11