RESOLUTION 92-20661 ,
•RESOLUTION NO. 92-20661
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING THE
ASSIGNMENT OF THE CONTRACT BETWEEN MIAMI
COMMUNICATIONS, INC. TO FP COOPER IRREVOCABLE
TRUST AND APPROVING NATIONAL DATA &
COMMUNICATIONS, INC. AS MANAGEMENT AGENT.
WHEREAS, FP Cooper Irrevocable Trust has purchased the assets
of Miami Communications, Inc. , the vendor providing communications
services to the users of the Miami Beach Convention Center; and
WHEREAS, Section 30 . 1 of the contract between the City of
Miami Beach and Miami Communications, Inc. , provides for this
assignment of rights and obligations to any party which shall now
or in the future own and/or operate the equipment; and
WHEREAS, the FP Cooper Irrevocable Trust has entered into a
management agreement with National Data&Communications, Inc; and
WHEREAS, this assignment meets the terms and conditions of the
existing contract.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the City Commission approves
the assignment of the contract currently in the name of Miami
Communications, Inc. to FP Cooper Irrevocable Trust and further
approves National Data&Communications, Inc. as a management agent
for the FP Cooper Irrevocable Trust.
ADOPTED this 18th day of November 199
/1111
IFOR r
ATTEST: T•, vir FORM APPROVED
CITY CLERK "k a.f't� LEGA ' , ,-r. r.,
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October 28, 1992 Date
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CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
MEMOANDUM NO.COMMISSION
TO: Mayor Seymour Gelber and DATE: November 18 , 1992
Members of the City Commission
FROM: Roger M. Canto
City Manager
"ASSIGNMENT OF CONTRACTUAL RIGHTS" FROM MIAMI
SUBJECT: COMMUNICATIONS, INC. , TO FP COOPER IRREVOCABLE TRUST AND
APPROVE THE MANAGEMENT AGREEMENT BETWEEN FP COOPER AND
NATIONAL DATA AND COMMUNICATIONS INC.
ADMINISTRATION RECOMMENDATION:
The Administration recommends that the Commission approve the
"Assignment of Contractual Rights" from Miami Communications, Inc.
to FP Cooper Irrevocable Trust and approve the management agreement
between FP Cooper and National Data and Communications Inc.
BACKGROUND:
In December 1986, the City of Miami Beach entered into an agreement
for the operation of voice and data communications equipment at the
Convention Center. In exchange for this right, the contractor
agrees to pay the City between five to 20 percent of grocs monthly
receipts (the percentages are specified in increments according to
the volume of receipts) . The original agreement was entered into
with Future Telecommunications, Inc. (FTI) for a five-year period
with a two-year renewal option. The contract assignment was
transferred to Miami Communications, Inc. through Resolution No.
88-19294 in July 1988 and the two-year contract option was granted
by Resolution No. 89-19806 on November 15, 1989 .
In October 1991, an "Assignment of Contractual Rights" transferring
contractual rights from Miami Communications, Inc. to FP Cooper
Irrevocable Trust was signed by both parties to the assignment but
not consented to by the City of Miami Beach. The agreement with
option will expire in December 1993 , at which time the City may
elect to: (1) purchase the equipment at its then residual price of
$586, 672 .45; (2) require that National Data remove the equipment
within thirty days of agreement termination; or, (3) pay
$200, 000. 00 to the contractor for the cabling, if the City does not
select the purchase option and does not select the contractor to
succeed itself.
ANALYSIS:
The contract permits the contractor to assign the contract to any
party which hereafter owns and/or operates the equipment.
Accordingly, the City' s consent is a formality. The reason why
this consent was not recommended sooner is that the previously
submitted performance bond was a personal, not corporate surety.
Continued. . .
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AGENDA
I TEM
DATE -18- -2-
.
COMMISSION MEMORANDUM PAGE TWO NOVEMBER 18 , 1992
As a result, the City's Legal Department rejected it. The City's
former Contract Administrator did not follow up on obtaining the
required surety; consequently, the matter was delayed.
CONCLUSION:
The Commission should approve the "Assignment of Contractual
Rights" and management agreement attached.
RMC:EC: FJR: lcd
Attachment
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''S
AGREEMENT OF MANAGEMENT AGENT
TO BE BOUND BY ALL THE TERMS AND CONDITIONS
OF THE AGREEMENT, AS AMENDED
National Data Communications, Inc. , as management agent for
the FP Cooper Irrevocable Trust, hereby agrees to be bound by all
the terms and conditions under that certain Contract with the City
of Miami Beach dated December 22 , 1986 and amended by First
Amendment thereto dated November 21, 1989, in the same manner as
the FP Cooper Irrevocable Trust is bound thereby, and agrees to
provide insurance as set forth in the Agreement naming the FP
Cooper Irrevocable Trust, the City of Miami Beach and Spectacor
Management Group as additional insureds, agrees that it will
indemnify all of the above three parties in accordance with the
indemnification provisions of the Agreement, and agrees to join
with FP Cooper Irrevocable Trust as co-obligor of a performance
bond to be approved by the City.
Dated: , 1992
Attest: ! NAT,,, AL DATA&COMMUNICATIONS, INC.
/4/ 47://
orporate Secretary President
CONSENT TO ASSIGNMENT
The City of Miami Beach, hereby consents to the foregoing
Assignment and further consents to National Data&Communications,
Inc. as management agent for the FP Cooper Irrevocable Trust.
Dated: k4 , 1992
Attest: CITY •' MIAMI BEAkH
City Clerk M:yo
C.agreements\national.dat
FORM APPROVED
LEC DEPT.
By . 2V3
Dat // la ?7i
•
•
STATE OF FLORIDA
COUNTY OF PINELLAS
AFFIDAVIT
Personally appeared before the undersigned officer duly
authorized to administer oaths came MILLER M. COOPER, who on oath
states that, pursuant to the Irrevocable Trust Agreement of Frances
P. Cooper, he is empowered to execute the Contract Performance
Bond. Affiant further states that the Irrevocable Trust Agreement
of Frances P. Cooper provides that he is the current Trustee and
said Trust remains in existence as of the date of this Affidavit.
Further Affiant sayeth not.
'i?
' • / / ' l
MILLER M. COOPER
Sworn to and Subscribed
before me this F'�
day of October, 1992 .
7frZele-gd"/Yee,e,)-(..-
NOTARY PUBLIC
(1-2. 9'zrx de 4reree,/,?.-
!OTARY PUBLIC,STATE OF FLORIDA.
MY COMMISSION EXPIRES:April 2S, 1995.
BONDED THRU NOTARY PUBLIC UNDERWRITERS6
CONTRACT PERFORMANCE BOND
(CO-OBLIGOR)
KNOW ALL MEN BY THESE PRESENTS that NATIONAL DATA
COMMUNICATIONS, INC. , 2849 Executive Center Drive, Clearwater, FL.
34622as Principal and the FP Cooper Irrevocable Trust, also as
Principal hereinafter collectively called Contractor, and
ARMOR INSURANCE COMPANY as
Surety, hereinafter called Surety, are held and firmly bound unto
the City of Miami Beach, Florida, as Obligee, hereinafter called
Owner, in the amount of ONE HUNDRED THOUSAND DOLLARS ($100, 000. 00)
for the payment whereof Contractor and Surety bind themselves,
their heirs, executors, administrators, successors and assigns,
jointly and severally, firmly by these presents.
WHEREAS, Contractor has by written agreement dated December 22 ,
1986, entered into a Contract with Owner for Voice and Data
Telecommunications Services for the City of Miami Beach Convention
Center as modified November 21, 1989 in accordance with the terms
and conditions of said Contract, which is hereby referred to and
made a part hereof as if fully set forth herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that
if the above bounded Principal shall well and truly keep, do and
perform each and every, all and singular, the matters and things in
said Contract set forth and specified to be by said Principal kept,
done and performed, at the times and in the manner in said Contract
specified, or shall pay over, make good and reimburse to the above
named Obligee, all loss and damage which said Obligee may sustain
by reason of failure or default on the part of said Principal so to
do, then this obligation shall be null and void; otherwise shall
remain in full force and effect, subject, however, to the following
conditions:
Any suit under this bond must be instituted before the
expiration of two (2) years from the date on which final payment
under the Contract falls due.
No right of action shall accrue on this bond to or for the use
of any person or corporation other than the Obligee named herein or
the heirs, executors, administrators or successors of the Obligee.
C:agreement\performa.nat
In WITNESS WHEREOF, the above bounden parties have caused
this Bond to be executed by their appropriate officials of the
4th day of November _, 1992 .
Witnesses: PRINCIPAL
(If sole proprietor, partner-
ship or trust)
FP COOPER IRREVOCABLE•CASLE TRUST
(Firm ,N.me) /7;„,
By
•
/C -
t G .
Title: (Sole Proprietor,
partner or trustee)
PRINCIPAL (If Corporation)
NATIONAL DATA COMMUNICATIONS,
INC.
(Corporate Name)
By/7
(Pres ent) .7 ,.
/ rte`
Attest:
ecretary)
(CORPORATE SEAL)
COUNTERSIGNED BY
RESIDENT FLORIDA
AGENT OF SURETY: SURETY: f`{`
3
• ARM•R,.2NSU'4 •MP A NY
I/
Ori inal Power
( q of Attorney BY.:
Allic .ALA
must be attached) Attorney-in-fact
r •
CERTIFICATE AS TO CORPORATE PRINCIPAL
certify that I am the Secretary of
the Corporation named as Principal in the foregoing bond; that
/1_2'#/ (;2p1 , who signed the said bond on behalf of the
Principal , was , hen ry
,(y, of said Corporation;
that I know his signature, and his signature hereto is genuine; and
that said bond was duly signed, sealed, and attested for and in
behalf of said Corporation by authority of its governing bod
y.
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Corporate
i
ecretar(.,fSeal
ACKNOWLEDGEMENT OF ATTORNEY-IN-FACT FOR SURETY
STATE OF FLORIDA )
ss
COUNTY OF
Before me, a Notary Public, duly commissioned, qualified and
acting, personally appeared Robert Ponikvar , who says
y
that he is the Attorney - in - Fact , for the
Amor Insurance Com an (Surety) and that he has been authorized by
the Surety to execute the foregoing bond on behalf of the Surety
named therein in favor of the City of Miami Beach, Florida. Said
person is X personally known to me, or has produced (specify
type of identification, i . e. , driver' s license and number, state of
issue, etc. ) and who x did
take an oath, or did not take an oath.
WITNESS my hand and official seal , at the County and State
aforesaid, on the day and year aforesaid.
(Attach Power of Attorney)
Notary Publ ' c
State of Florida-at-Large
My commission Expires:
o` ""Nyi OFFICIAL SEAL'
I „!. j MARILYN LEBO
�" My Commission .
i�14. a. Expires
,� ;n•� ++ May 21, 1996
'SA¢ Comm, No. CC 200399
POWER , .- •
OF ATTORNEY •
K.n9t7 All Men byThese Presents: (Irrevocable) BOND Na; 1039
That this Power of Attorney not valid or in effect unless attached to the bond which
it authorizes executed,but may be detached by the approving officer if desired.That Armor
Insurance Company,a corporation,does hereby make,constitute and appoint the following authorized individuals
A ORIZED INDIVIDUALS AUTHORIZED INDIVIDUALS
. , . ,- /
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-1,e,„,—....)
,,,/k-/tv,irt.:A/
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Robert Ponikvar
in the City of ,State of ,with limited authority,its true and lawful
Attorney(s)in fact with full power and authority hereby conferred,to sign,execute,acknowledge and deliver for and on its behalf as Surety,one of the following bonds.
An ORIGINAL bond required by Statute,Decree of Court or Ordinance for. MAXIMUM PENALTY
(A) ADMINISTRATOR
EXECUTOR REFEREE IN PARTITION
PERSONAL REPRESENTATIVE COMMISSIONER TO SELL REAL ESTATE
GUARDIAN OF INCOMPETENT TRUSTEE OR RECEIVER-In Bankruptcy(ExcL Chap.11) $200,000
CURATOR
TRUSTEE-(Testamentary Only) Performance Bonds
SALE OF REAL OR PERSONAL PROPERTY-
When this company has qualifying bond or when it is a separate bond for accounting of proceeds of sale only.
(B) GUARDIAN OF MINOR OR CONSERVATOR OF MINOR $ 10,000
(C) NOTARY PUBLIC
PUBLIC OFFICIAL AND DEPUTIES $ 50,000
RECEIVER-(In State Court Only)
(D) PLAINTIFFS COURT BOND-Banks,Savings&Loan,and Trust Companies
(Except Restraining Order and Injunction)-All Others except bonds prohibited by"NOTE"below $100,000
$ 20,000
(E) COST ON APPEAL ) EXCLUDING OPEN PENALTY,STAY,
REMOVAL OF CAUSE) SUPERSEDEAS OR GUARANTEE OF A JUDGEMENT 2,000
(F) LICENSE AND PERMIT EXCEPT BONDS WHERE A FEDERAL AGENCY OR THE STATE IS THE OBLIGEE
$ 25,000
(G) STATE LICENSE AND PERMIT-The following bonds are authorized where the state $ 10,000
of FLORIDA is the obligee(other state required bonds not authorized).
SPECIAL FUEL USERS $ 2,000
(H) ANY BOND OR INDEMNITY provided there is attached to this Power of Attorney,written authority in the form of an endorsement,letter or telegram,signed by the Chairman of
the Board,President,Vice President,Assistant Vice President,Secretary,Treasurer or Assistant Secretary of Armor Insurance Company specifically authorizing its execution. For
confirmation of the necessary written authority,please contact our Underwriting Department at 800-933-2324.
NOTE SUPERSEDEAS,OR OPEN PENALTY OR STAY BONDS ON APPEAL OR GUARANTEE OR JUDGMENT OR BAIL BONDS OR CONSTRUCTION BII)OR CONTRACT BONDS
OR BONDS FOR DEFENDANTS OR UTILITY DEPOSIT BONDS OR SITE IMPROVEMENT BONDS ARE NOT AUTHORIZED BY THIS POWER OF ATTORNEY.
ARMOR INSURANCE COMPANY further certifies that the following is a true statement in the By-Laws of the Armor Insurance Company duly adopted and now in force,to-wit All bonds,policies,
undertakings,Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the Chairman of the Board,President,Secretary,any Assistant
Secretary,Treasurer,or any Vice President,or by such other officers as the Board of Directors may authorize.The chairman of the Board,President,any Vice President,Secretary,any Assistant
Secretary,or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds,policies,or undertakings in the name of the Company.The corporate seal is not necessary for
the validity of any bonds,policie dert . gs,Powers of Attorney or other obligations of the corporation-the signature of any such offi. r and the corpo .to seal may be printed by facsimile.
Dated this 1st day of September 1 ARMO' 1 •URANC. CO. PANY
ATTEST ,Secretary By ,President
STATE OF FLORIDA,County of Hillsborough40'
On this 1st day of September,1989,before me,a Notary Public,personally appeared HARVEY ESTES,who being by me duly sworn,acknowledged that he signed the above Power of Attorney as President of the said
ARMOR INSURANCE COMPANY and acknowledged said instrument to be the voluntary act and deed of said corporation.
My commission expires
February 23 19 92
Afif it..0_/,1. ,Notary Public,Florida
I,the undersigned officer of the Armor Insurance Company,a stock corporation of the State of Florida,do hereby certify that the attached ower of Attorn y is in full force and effect and is irrevocable;and furthermore,
that the By-Laws of the company as set forth in the Power of Attorney,is now in force_ 4thday 9 2
In testimony whereof;I have hereunto set my hand and the seal of the Armor Insurance Companythis da of November,19
' • ' i. SURAN E II,i i, 'ANY
*IMPORTANT:This date must be filled in before it is attached to the bond By I I PRESIDENT
and it must be the same date as the bond. f�
RESOLUTION NO. 92-20661
Ir. Approving the assignment of the contract •
between Miami Communications, Inc. , to
FP Cooper Irrevocable Trust and approving
National Data Communications, Inc. as
management agent.
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