Memo from Louise Barrett re: Agmt with Carner-Mason Associatesi~ ,
CITY OF I~AIAi~AI BEACH
r
Louise I~arrett DATE: 'gin".-ry '~' 1`'?4
TO: :'a5S;5t3nt :zty t~.tt()rn^y
FROM: a~n Lc~r,;y ~,,r ~ i
~~~ ~.ay 'director
SUBJECT: '~iI:~~.:I 3EACi-i ~EJ~V~LC~r ;1ii:~T AV°~l~:Y AD'~.ii:`tiIST ATIVt
AG'~~L'.~:i;.~~T v«'IT:-I GA2Vf:R-E4"i~SJ:~I ;^,SSCJ~lAT:~, LTiJ.
I am of tiles tl'l~;^r5ta"1!~Irkf•, that VOU %~'L' CLtrrC_'':,ly ': V,~'.'•'in^ tj2C
,rsu~i3l;~iStr8t.~11 iii re:.'!1~1?nt C~.~3r~~171~ ~3r(;Er-.'.(aSt~3l f-15~:>`-.~.itE~S, t t'j. ~C~J7y
attac`~ed).
This areement ~,vr~s originally r~cPivcd fro:rs the :,ity ler~'s .7%fice in
order to obtain the signatures of Garner-~~~Gson ;~ssc~ciates, Ltc?. fZfter
revieti~ing the :agree ,ent, ho=;.rev°c, Csrn~r-'-':son :~ss~~~_iates di. not .l~r~~e
;~~ith certain l.nuag~ and tiierefare rot,,;rned t~~~ z~r~e°nont far your
revie'~'.
'Would yc~u plQ3s° infirm me of the ststus of this a•reer.~e~lt?
~;lu;l'~C yOU.
~' L:a:~s
Att3chrzlent
' CITY OF MI~MI~BEACH
MIAMI BEACH REDEVELpPMENT AGENCY
Elaine Matthews February 9, 1984
TO: Recording Secretary DATE:
FROM: Ron Lowy all
Executive eputy Dire r
SUBJECT: ADMINISTRATIVE AGREEMENT Vf/ITH GARNER-MASON
MBRA RESOLUTION 18-83
In reference to the above, please find supporting material attached
informing us that the Administrative Agreement will not be signed by
Garner-Mason.
Resolution 18-83 haste been signed pending approval of this
agreement by Garner-Mason.
RL:ahs
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~ / LAW OFFICES
V ~ CYP~N~ANQ`.YF~1f~1r~& DRIBIN
J
' ~ P. O. BOX 402099
G'f , H, FI I DA 33140
825 ARTHVR GODF Y ROAD
January 17, 1984
Ms. M. Louise Barrett
Assistant City Attorney
P. O. Bin 190000
Miami Beach, Florida 33119
Re: Miami Beach Redevelopment Agency
Administrative Agreement with
Carner-Mason Associates, Ltd.
Our File No. 11051
Dear Louise:
This letter will acknowledge receipt of your letter dated January 9, 1984 to
Stephen Carner and enclosed Administration Agreement.
AREA CODE 305
MIAMI 532-3200
BRO WARD 522-3200
Regards.
Cordially yours,
CYPEN, CYPE DRIBIN
Stephen H. pen
For the Firm
SHC:jes
cc: Mr. Stephen Carner
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CITY OF MIAMI 'BEACH
TO: RON LOWY DATE: JANUARY 9, 1984
DEPUTY DIRECTOR
FROM: LOUISE BARRETT
ASSISTANT CITY ATTORNEY
SUBJECT: MIAMI BEACH REDEVELOPMENT AGENCY ADMINISTRATIVE AGREEMENT WITH
GARNER-MASON ASSOCIATES, LTD.
Steve Garner did not want to sign the above administrative agreement
because he would have had to notify all subscribers in his private
placement memo.
The City agreed that a letter from Garner-Mason to the City
Administration taking notice of the agreement would be sufficient.
If you have not as yet received such a letter, I will call Garner
and ask him to supply it immediately.
MLB:kt
OFFICE OF THE CITY ATTORNEY
. ~ ~ ~~ ~ ~~~~ ~'~~~L
~~
F L O R 1 D A
r`P~1 ~E'`s
~~
LUCIA ALLEN DOUGHERTY s~A~ ..~9`~
CITY ATTORNEY
January 9, 1984
Stephen Carner
Miami Beach Marina
300 Alton Road
Miami Beach, Florida 33139
Re: Miami Beach Redevelopment
with Carner-Mason Associates,
P.O. BIN 190000
MIAMI BEACH, FLORIDA 33119
TELEPHONE: 673-7470
Agency Administrative Agreement
Ltd.
Dear Steve:
You were going to send a letter to the Administration accepting
notice of the above-mentioned agreement and stating no objection
to the agreement. As yet, no such letter has been received.
Please send it at your earliest convenience, with a copy to me.
Very truly yours,
M. Louise Barrett
Assistant City Attorney
MLB:kt
,'
ADMINIS`T'RATION AGREEMENT
'T'HIS 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,
rr^lorida, 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 REDEVELOPI.7ENT
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 h;iami Beach and Carney-i•~ason Associates,
Ltd., concerning the Miami Beach Farina, 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 AGRErMENT. The term of this Administration
Agreement shall be for a period of ten (10) years co~r~;r~encing on
the 1st day of Jul~_______, 1983 and ending on the 3~~, _ day of
June , 1993, unless terminated as provided for in Par~_gr~ ph 3
of this Agree;~ent.
3. TERI.IINATION. Either party may cancel and terminate this
T~greement upon the giving of thirty (30) days' written notice of
its intention to so terminate, at the end of which time all of the
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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. AT'TORNEYS' 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. COI•;PLIANCE WITH LAW_;_ CONFLICT_ OF INTEREST. The
Administrator shall comply with all Ia~~:s, statutes, ordinances,
rules and regulations of-the United States, State of Florida, and
City of Mia;ni Beach, or any la~tis, rules, regulations or
promulgated try any other duly elected or appointed ;municipal
authority of the City. The Administrator will comply with t_he
City's Conflict of Interest Ordinance, under which no City
employee is permitted to accept any gratuity, which includes money
_2_
oz 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 3each, Florida 33139 between the
hours of 8:30 a.m. and 5:00 p.m.,,2•'onday through Friday.
b. The Administrator shall, at its discretion, and as
required by ]_aw, additionally engage in furnishing to the City
contract and lease ad;~inistration, zoning and planning,
administrative, managerial and legal services, functions and
powers within the City of I•iiami Beach Redevelopment area as they
are presently defined, as a•re set forth by law, including without
1
limitation, Chapter 163, Part III, Florida Statutes (1981)("The
Community Redevelopment Act of 1969"), as amended.
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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-t~Sason 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. 2~;ETHOD OF PAYi;ENT. 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 2.7arina, 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 Agrec;nent
are for convenience and reference only, and in no way define,
limit, or describe the scope and intent of this Aareement, nor in
any way affect this Lease.
14. SrVERABILITY. If any provision of this Agreement shall
be held by a court of competent jurisdiction, to be invalid or
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unenforceable, the remainder of this Agreement, or the application
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. ~.,
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. AMENDhLENTS. 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 1•ianager
-- 1700 Convention Center Drive
Diiami Beach, Florida 33119
AS TO THE
ADMINISTRATOR: Deputy Director
I•iiami Beach Redevelopment Agency
1700 Convention Center Drive
I~Siami Beach, Florida 33119
19. ENTIRE AGREEPdENT. This Agreement and its attachment of
that certain Lease between the City of I~7iami Beach and Carner-
I~iason Associates, Ltd, contains the entire agreement bet~acen the
parties and shall not be modified in any manner unless amended in
the manner set forthin in Paragraph 17 herein.
IN V;ITP:ESS l•HEREOF, the parties hereto have caused these
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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:
C T CLERK -
ATTEST:
SECRETARY
CITY OF MIAM/I~BEACH
~~
By ~ - ~ -
Mayor
ADMINISTRATOR:
MIAMI BEACH REDEVELOP-
MENT AGES i-
B -' ~ ~-
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CHAIRMAN
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STATE OF FLORIDA )
COUNTY OF DADE )
CONSENT OF LESSEE
BEFORE ME, the undersigned authority, on this day personally
appeared IRWIN A. 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 Carney-riason Associates, Ltd.'s and their own consent
and agreement with the foregoing instrument.
GARNER-MASON ASSOCIATES, LTD.
a Florida Limited Partnership
By
By
IRWIN A. MASON
STEPHEN GARNER
SUBSCRIBED and SWORN TO before me this day of-
1983.
NOTARY PUBLIC, STATE OF FLORIDA
My Commission expires:
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