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83-17478 ResoRESOLUTION NO. A'i_1747£i A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ADMINISTRATION AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND THE MIAMI BEACH REDEVELOPMENT AGENCY FOR THE MIAMI MARINA, AND AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE SAME. WHEREAS, CITY OF MIAMI BEACH, a municipal corporation, and the MIAMI BEACH REDEVELOPMENT AGENCY, a public agency organized and existing pursuant to the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes (1981) are desirous of entering into a Administration Agreement for the Agency to manage, direct, supervise and coordinate the administration of that certain lease for the Miami Beach Marina dated June 24, 1983 between the owner of the marina, CITY OF MIAMI BEACH, and the Lessee, Carner-Mason Associates, Ltd. (hereinafter referred to as Carner-Mason), adopted by Resolution No. 83-17385 and WHEREAS, the City Commission has determined that it would be practical, expedient and efficient for the City to designate the Agency to administer the Lease Agreement between the City and Carner-Mason pursuant to the terms, covenants and conditions set forth in the Administration Agreement between the City and the Agency; and WHEREAS, the Administration Agreement shall not abridge, alter, or modify the terms, conditions and covenants set forth in the Miami Beach Marina Lease Agreement between the City and Carner-Mason, Ltd.; and WHEREAS, Carner-Mason has acknowledged its concurrence with the Administration Agreement being approved by the City herein; and WHEREAS, the City Commission finds that it is in the best public interest to allocate the consideration from the aforementioned Miami Beach Marina Lease Agreement to the Agency for lease and contract administration, zoning and planning, administrative, consulting, and other community redevelopment functions and services within the City Redevelopment Area, as currently defined, which are provided for in the Community Redevelopment Act of 1969 and other applicable laws; and WHEREAS, the City Manager and the Miami Beach Redevelopment Agency have recommended execution of this Agreement and the City Attorney has approved it as to form, NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH that the Administration Agreement between the City of Miami Beach and the Miami Beach Redevelopment Agency for the City Marina is hereby approved, and the Mayor and the City Clerk are authorized to execute same. PASSED and ADOPTED this 21st day of September , 1983. ~1~~ ATTEST: CITY CLERK MAYOR r,~;.., ;-.~-. ,,; ~r ~ ..._ ~s 1 . 6y 8123B OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE • MIAMI BEACH, FLORIDA 33139 ADMINISTRATION AGREEMENT THIS AGREEMENT, made this ~_ day of , 1983, A.D., between the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida, which owns that certain property known as the Miami Beach Marina, located at 250 Alton Road, Miami Beach, Florida, and legally described in that certain Lease Agreement dated June 24, 1983 incorporated herein by reference (hereinafter referred to as the "City") and the MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic, organized and existing pursuant to the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes (1981)(hereinafter referred to as "Administrator"), do hereby agree as follows: W I T N E S S E T H: 1. That the City, for and in consideration of the covenants and conditions hereinafter set forth, and other good and valuable consideration, hereby grants to the Administrator the right to manage, direct, supervise, co-ordinate and perform the administration of that certain lease agreement dated June 24, 1983, between the City of Miami Beach and Carner-Mason Associates, Ltd., concerning the Miami Beach Marina, a copy of which lease is deemed as being attached hereto, and inserted herein, and which lease is available from the Office of the City Clerk, City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, and such other provisions as are set forth herein. 2. TERM OF AGREEMENT. The term of this Administration Agreement shall be for a period of ten (10) years commencing on the 1st day of July 1983 and ending on the 30th day of June , 1993, unless terminated as provided for in Paragraph 3 of this Agreement. 3. TERMINATION. Either party may cancel and terminate this Agreement upon the giving of thirty (30) days' written notice of its intention to so terminate, at the end of which time all of the -1- OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE -MIAMI BEACH, FLORIDA 33139 rights of the Administrator arising by virtue of this Agreement, and all of the covenants and conditions accruing from this Agreement shall cease and terminate. 4. HOLD HARMLESS; INDEMNIFICATION. The parties agree to release each other and to indemnify and hold harmless each other and covenant not to sue one another from any and all claims, demands, suits, causes, loss, damage or injury, whether in contract or in tort, including any claims or liability for compensation under the Florida Compensation Act and any other public liability which may arise or accrue by reason of the operation of the afore-described premises. The Administrator further agrees that it shall pay all claims and losses of any nature whatsoever in connection therewith and defend all suits in the name of the City, and shall pay all costs and judgments which may issue thereon; provided, however, that this section shall not be construed as a waiver of the parties' sovereign immunity. 5. ASSIGNMENTS PROHIBITED. The parties shall not, directly or indirectly, in any manner assign, pledge or otherwise transfer their rights under this Agreement. 6. ATTORNEYS' FEES. The Administrator agrees to pay the City's attorneys fees in the event that a suit, cause of action, claim or demand to which the City is a party, arises or accrues by reason of this Agreement, including, without limitation, costs of appeals. 7. COMPLIANCE WITH LAW; CONFLICT OF INTEREST. The Administrator shall comply with all laws, statutes, ordinances, rules and regulations of the United States, State of Florida, and City of Miami Beach, or any laws, rules, regulations or promulgated by any other duly elected or appointed municipal authority of the City. The Administrator will comply with the City's Conflict of Interest Ordinance, under which no City employee is permitted to accept any gratuity, which includes money -2- OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE -MIAMI BEACH, FLORIDA 33139 or anything of value. Therefore, under no circumstances are City employees to be offered payment or gifts of any kind. 8. BOOKS; RECORDS. The Administrator agrees to make available to the City, upon request, all books and records relating to this Agreement at such time and at such place as shall be designated by the City for examination thereof, for purposes of an audit, or account, to be performed by the City for inspection by the City. 9. NO PARTNERSHIP RELATIONSHIP. It is further understood and agreed that City shall in no event be construed to be held a partner or joint venturer or associate with Administrator, in relation to the Administrator's duties arising by virtue of this Agreement. 10. DUTIES OF ADMINISTRATOR. It is further expressly understood and agreed by the parties hereto, with reference to the Management Agreement created herein, that the Administrator shall have the following duties, obligations and responsibilities to the City: a. Administrator shall manage, direct, supervise, coordinate, and otherwise perform the administration of this certain Miami Beach Marina Lease Agreement dated June 24, 1983, between the City and the Lessee, Carner-Mason Associates, Ltd., said agreement which is deemed to be attached hereto and inserted herein as though fully set forth herein. A copy of said Lease Agreement is available from the Office of the City Clerk, 1700 Convention Center Drive, Miami Beach, Florida 33139 between the hours of 8:30 a.m. and 5:00 p.m., Monday through Friday. b. The Administrator shall, at its discretion, and as required by law, additionally engage in furnishing to the City contract and lease administration, zoning and planning, administrative, managerial and legal services, functions and powers within the City of Miami Beach Redevelopment area as they are presently defined, as are set forth by law, including without limitation, Chapter 163, Part III, Florida Statutes (1981)("The Community Redevelopment Act of 1969"), as amended. -3- OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE -MIAMI BEACH, FLORIDA 33139 c. The Administrator may, in its own discretion and with the prior consent of the City, utilize City consultants, employees and servants in performance of its functions under this section of this Agreement. d. Nothing contained in this Agreement shall in any manner amend, abridge, or otherwise modify that certain Lease between the City and Carner-Mason Associates, Ltd. dated June 24, 1983, and in the event of a conflict between this Agreement and said Lease, the provisions of the Lease shall govern. 11. CONSIDERATION. The City shall pay as consideration for this Agreement to the Administrator the rental sum the City receives from Carner-Mason Associates, Ltd. for the leasing of the Miami Beach Marina, during the first ten (10) years of the term of said Lease, as set forth in Article II, Section 2 of that certain Lease between the City of Miami Beach and Carner-Mason Associates, Ltd. for the leasing of the Miami Beach Marina previously referred to in this Agreement (unless this Agreement is terminated as provided for herein). 12. METHOD OF PAYMENT. The Administrator shall receive from the City, in accordance with accepted accounting principles and procedures, the rental consideration specified in the Lease Agreement between the City and Carner-Mason Associates, Ltd. for the Miami Beach Marina, remitted in accordance with prudent and accepted accounting principles and procedures by the City Finance Director or his designee. 13. CAPTIONS. The captions of this Administration Agreement are for convenience and reference only, and in no way define, limit, or describe the scope and intent of this Agreement, nor in any way affect this Lease. 14. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application -4- OFFICE OF THE CITY ATTORNEY - 7700 CONVENTION CENTER DRIVE -MIAMI BEACH, FlOR10A 33139 of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 15. CONSENT. When the Agreement requires that consent be given by either party, said consent shall not be unreasonably withheld. 16. APPLICABLE LAW; VENUE. The law applicable to this Agreement shall be that of the State of Florida. Venue in any legal proceedings arising by virtue of this Agreement shall be in Dade County, Florida. 17. AMENDMENTS. This Agreement may only be amended by an amendment endorsed or affixed to this Agreement executed by both parties utilizing the same formalities as were required for the adoption of this Agreement. 18. NOTICES. All notices given under this Agreement shall be given in writing, properly addressed and mailed to the following: AS TO THE CITY: The Office of the City Manager 1700 Convention Center Drive Miami Beach, Florida 33119 AS TO THE ADMINISTRATOR: Deputy Director Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33119 19. ENTIRE AGREEMENT. This Agreement and its attachment of that certain Lease between the City of Miami Beach and Carner- Mason Associates, Ltd, contains the entire agreement between the parties and shall not be modified in any manner unless amended in the manner set forthin in Paragraph 17 herein. IN WITNESS WHEREOF, the parties hereto have caused these -5- OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE -MIAMI BEACH, FLORIDA 33139 presents to be signed in their corporate names by their duly authorized officers, their corporate seals to be affixed the day and year first written above. ATTEST: CITY CLERK ATTEST: SECRETARY ~~aPit4 5 D'y- ~ ~a ~~ ~_. .... .s.- ... ,, ~~ ay Date!f~. ~~~~..,.. CITY OF MIAMI BEACH ~~~ By --'°~! -~- Mayor ADMINISTRATOR: MIAMI BEACH REDEVELOP- MENT AGENC By .-c' CHAIRMAN -6- OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE -MIAMI BEACH, FLORIDA 33139 CONSENT OF LESSEE STATE OF FLORIDA ) COUNTY OF DADE ) BEFORE ME, the undersigned authority, on this day personally appeared IRWIN H. MASON and STEPHEN GARNER, known to me to be the persons who are General Partner(s) of Garner-Mason Associates, Ltd., lessee of the Miami Beach Marina, who are duly authorized to bind the Partnership and acknowledges that the Partnership and each General Partner have fully read, understood, and freely and voluntarily consented to this Administration Agreement and acknowledged to me that they are executing this acknowledgment as evidence of Garner-Mason Associates, Ltd.'s and their own consent and agreement with the foregoing instrument. GARNER-MASON ASSOCIATES, LTD. a Florida Limited Partnership By IRWIN H. MASON By STEPHEN GARNER SUBSCRIBED and SWORN TO before me this day of 1983. My Commission expires: NOTARY PUBLIC, STATE OF FLORIDA -7- OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE -MIAMI BEACH, FLORIDA 33139