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HomeMy WebLinkAbout23469AGREEMENT INFORMATION AGREEMENT NUMBER 23469 NAME/TYPE OF AGREEMENT DDA, LAMAR LOUISE CURRY & GEORGE W. DECARION DESCRIPTION CONTRACTUAL AGREEMENT/COMPLETION OF CHALLENGER VIII MEMORIAL EFFECTIVE DATE June 1, 1993 ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. NOTE DOWNTOWN DEVELOPMENT AUTHORITY One Biscayne Tower, Suite 1818 Miami, Florida 33131 Tel.: (305) 579-6675 Fax: (305) 371-2423 MEMORANDUM June 7, 1993 TO: Matty Hirai City Clerk FROM: She Tyborowski Urban Development/Planning Administrator RE: Contractual Agreement Completion of Challenger VII Memorial • rn • r— s`a Attached hereto you will find the executed Agreement Lamar Louise Curry and the Miami Downtown Developme for the completion and maintenance of the Challenger in Bayfront Park. Should you have any questions, please feel free to office. JT:rlf cc: Joel E. Maxwell, Esq. Chief Assistant City Attorney between Ms. nt Authority VII Memorial contact this m n rn AGREEMENT THIS AGREEMENT is made as of the /'' day of (or the "Agreement"), by and among LAMAR LOUI 1993 CURRY, an individual ("Miss Curry"); The Downtown Development Authority of the City of Miami, a body corporate of the State of Florida ("DDA" and "Downtown Development Authority"); and GEORGE H. DECARION, Esquire ("Escrow Agent"). RECITAL S: A. On March 18, 1986, the City Commission of the City of Miami adopted Resolution No. 86-198, endorsing the construction of a Challenger VII Shuttle Memorial in honor of the Astronauts who heroically lost their lives, and designated the southwestern corner at Chopin Plaza in Biscayne Boulevard in Bayfront Park as the site for the Challenger VII Shuttle Memorial (the "Project"). B. The Miami City Commission, through Resolution No. 90-976, on October 18, 1990, authorized the City Manager to Afor To execute a gift agreement with Miss Curry, as the Donor offSixty Nine Thousand Five Hundred Dollars ($69,500), which would be used to complete the Project, and an additional Two Hundred Thousand Dollars ($200,000) for establishment of a trust to continue beautification and landscaping maintenance of said memorial. C. On November 27, 1989, Miss Curry and the City entered into a gift Agreement (the "Gift Agreement") for a donation to the Challenger VII Memorial in Bayfront Park, Miami, Florida. D. On March 11, 1993, the Miami City Commission adopted Resolution No. 93-173 accepting a financial donation by the Kiewit Construction Group, Inc. ("Kiewit") and Kiewit's offer to provide construction management services for completion of the Challenger VII Memorial. E. Kiewit has entered has entered into an agreement with the City dated April 8, 1993, which provides that Kiewit shall furnish all labor, materials, and equipment and perform all the work on the Project in the manner and form provided by City of Miami Public Works Department Job No. B2987-A,File No. REC 816- A, Project: Challenger Memorial - Planter, Walls Construction Project, revision date May 29, 1992 ("Construction Documents"), for the Project entitled "Challenger Memorial". F. The DDA has agreed to pay Kiewit an amount that includes Fifty Thousand Dollars ($50,000) of the funds promised in the gift donation of Miss Curry,' as modified by an Agreement Letter dated February 23, 1993, from Miss Curry's attorney, George H. DeCarion, on behalf of Miss Curry, to Matthew D. Schwartz, Executive Director, Downtown Development Authority. G. As a consequence of the DDA's agreement to advance costs of Fifty Thousand Dollars ($50,000), payable to Kiewit, for construction of the Challenger Memorial, Miss Curry has agreed to place the sum of Fifty Thousand Dollars ($50,000) ("Funds") into escrow for reimbursement to the DDA, as specified in this Agreement. Now, therefore, in consideration of the foregoing premises and the foregoing mutual covenants, the parties agree as follows: 1. The City of Miami, acting on the request of the Miami Downtown Development Authority, has entered into an agreement dated April 8, 1993, by and between the City of Miami and Kiewit Construction Company ("Kiewit"), a Delaware Corporation, for construction of the Challenger VII Memorial which is located in Bayfront Park in the City of Miami (the Construction "Agreement"). As a consequence of said Agreement and a Donor Agreement between the City of Miami and Miss Curry dated November 27, 1989, as modified by an Agreement Letter from George H. DeCarion, Esq., dated February 23, 1993, on behalf of Miss Curry, the DDA has agreed to pay an amount in excess of Fifty Thousand Dollars to Kiewit Construction Group for completion of the Challenger Memorial. 2. The Escrow Agent hereby represents that he has received and holds for the mutual benefit of the DDA and Miss Curry, a cashier's check in the amount of Fifty Thousand Dollars ($50,000), payable to Lamar Louise Curry, and endorsed by the payee to George H. DeCarion, Escrow Agent, and the Miami Downtown Development Authority as joint endorsees (the "Cahier's Check"), to carry out the purpose of this Agreement. 3. Simultaneously with the execution of this Agreement Miss Curry shall tender the Cashier's Check referred to and described in paragraph 2 (the "Funds") to the Escrow Agent for reimbursement to the Downtown Development Authority upon completion of the Challenger Memorial, exclusive of the sprinkler system and landscaping, as per the plans and specifications (the "plans and specifications"), copies of which are attached hereto and made a part hereof. -3- la 4. Miss Curry understands and agrees, pursuant to George H. DeCarion's letter of February 23, 1993, which is hereby incorporated herein by reference hereto, that she shall undertake and be responsible for landscaping the Challenger Memorial Site, including construction of the sprinkler system, upon completion of the memorial project by Kiewit, and certification of said completion by the Department of Public Works of the City of Miami ("Public Works"). 5. The Escrow Agent shall disburse the Funds, as follows: A. Promptly after receipt by the Escrow Agent of written notice from the Director of Public Works that construction of the Challenger Memorial has been completed in accordance with the Plans and Specifications (exclusive of the sprinkler system and landscaping, only) the Escrow Agent shall endorse and deliver to the Downtown Development Authority the Cashier's Check to be used by the Downtown Development Authority as reimbursement of funds which were paid to Kiewit Construction Company during the construction phase pursuant, to the Agreement of April 8, 1993, between the City and Kiewit. B. Upon the submittal of Public Work's certification, via her attorney, George H. DeCarion, Miss Curry shall have five (5) days to visit the Challenger Memorial site and make a determination as to whether she agrees with Public Works. C. If there is a dispute as to whether the project is. complete for purposes of this Agreement, the question shall be submitted to Lester C. Pancoast, FAIA, ("Arbiter") of PANCOAST ALBISA Architects, 2964 Aviation Avenue, Miami, Florida, who -4- l.1 shall resolve the matter. The DDA and Miss Curry agree that the Arbiter's decision shall be final and binding without further recourse, as follows: 1.) Should the Arbiter find and determine that he is in agreement with Public Works' certification, the Escrow Agent shall immediately deliver the full Escrow Amount to the DDA. 2.) Should the Arbiter find and determine that he disagrees with the Public Works' certification of completion, the DDA shall be provided a reasonable period of time, not to exceed one hundred and twenty (120) days, to cause the deficiencies giving rise to the Arbiter's decision to be corrected. Upon such correction and acceptance of same by the Arbiter, the Escrow Agent shall immediately deliver the full Escrow Amount to the DDA. D. The Arbiter may resign upon ten (10) days' prior written notice to the DDA and Miss Curry that a successor has been properly appointed and the successor has assumed all the obligations of the Arbiter hereunder. The DDA, with the prior written approval of Miss Curry, shall be entitled to designate a successor to the Arbiter. If a successor Arbiter is not appointed within such ten (10) day period by the DDA and approved by Miss Curry, the Arbiter may petition the Circuit Court in and for Dade County, Florida, to name a successor. Upon acceptance of the Arbiter's resignation by DDA and Miss Curry or by the Court, the provisions of this Agreement relating to the "Arbiter" shall apply to the successor Arbiter. 6. Upon distribution of all the Funds in accordance with the terms hereof, the duties and -obligations of the Escrow Agent and Arbiter shall terminate. -5- 7. The Escrow Agent shall receive, administer and disburse the Funds as set forth in this Agreement. The Escrow Agent shall only be required to perform such duties and obligations as are expressly set forth herein, and no implied duties or obligations shall be read into this Agreement. 8. The Escrow Agent shall not be liable for any mistakes of fact or error of judgment, or for any actions or omissions of any kind unless caused by his willful misconduct or gross negligence. 9. The Escrow Agent may resign upon ten (10) days' prior written notice to the Downtown Development Authority and Lamar Louise Curry that a successor has been properly appointed and the successor has assumed all the obligations of the Escrow Agent hereunder. The DDA, with the prior written approval of Lamar Louise Curry, shall be entitled to designate a successor to the Escrow Agent. The Funds shall immediately be turned over to such approved successors who shall thereafter be deemed the Escrow Agent hereunder. If a successor Escrow Agent is not appointed within such ten (10) day period by the DDA and approved by Lamar Louise Curry, the Escrow Agent may petition the Circuit Court in and for Dade County, Florida, to name a successor. Upon acceptance of the Escrow Agent's resignation by DDA and Lamar Louise Curry or by the Court, the resigning Escrow Agent shall be released from any further obligation hereunder. 10. The rights created by this Agreement shall inure to the benefit of, and the obligation created hereby shall be binding upon, the successors and assigns of all parties to this Agreement. -6- Ir' 11. Any and all notices referred to herein shall be sufficient if furnished in writing sent by certified mail, return receipt requested, to the respective parties at the addresses set forth above their signatures to this Agreement or such other address as they shall, from time to time, furnish to each other by written notice. 12. This Agreement shall be construed and enforced according to the laws of the State of Florida. 13. This Agreement, together with the exhibit attached hereto, constitute the entire agreement and understanding among the parties. IN WITNESS WHEREOF, the parties hereunto have executed this Agreement on the day and date first above written in three (3) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. LAMAR LOUISE CURRY, an individual 7800 Red Road South Miami, Florida Witness Witness IY I W t'ne, s 1 �1 I itness BY - , LAMAR LOUIS CURRY, an individual THE MIAMI DOWNTOWN DEVELOPMENT AUTHORITY One Biscayne Tower Suite 1818 Miami, FL 3313 BY: Ma thew Schwartz, Etecutive Directo n_. :(71r VTitness CbC?7(011i-J Witnes4 Agreements5 JEM/mis/M417 (Gc,-'i C` George H. DeCarion 2655 LeJeune Road Suite 507 Coral Gables, FL 33134 BY; �� Geor Att . DeCarion, ey at Law. -8- 4. M I RACLE • M I I.E OFF I CF. Issued buF 1311b0523 PurehastrAMAR LOU I SE CURRY* $ ** • ** $ ** * * ** * * Pay to . the order of _. • I FfY Cashier's Check Date LAMAR I.00 ISE CURRY************************************** • • 13371827 63-2/630 MAY 21 '1993 • $ *mm*50,000:00 THOUSAND AND 00/100** ** *** * • * * * ** * ** * * • * • * • ** • * ** * * * * * * * * * * * * * * * * * Authorized Signature First Union National Bank of Florida Jacksonville, Florida 32202 1013371a 27111 *** Dollars ' • .