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Resolution 6575 RESOLUTION NO. 6575 WHEREAS, there is located in the City of Miami Beach, Florida, certain lands and the buildings situate thereon known as NAUTILUS HOTEL property, the legal description of which is as follows, to-wit: Lot forty-one (41) in Block one (1) , and John' s Island and Collins Island, Lot eleven (11) in Block six (6) and Lot one (1) in Block seven (7) , according to the Plat thereof, recorded in Plat Book eight (o) at Page ninety-five (95) of the Public Records of Dade County, Florida. which is at present in the hands of the ':Jar Assets Administration of the United States Government for disposal, and WHEREAS, there has been established by various surveys, as well as by general public recognition, the need for additional general hospital facilities in Miami Beach and the Greater Miami area, and WHEREAS, the City is desirous of acquiring the Nautilus for property, hereinabove described, hospital purposes to be operated as a general hospital for the benefit of the community and is, therefore desirous of exercising its priority for acquisi- tion of the Nautilus Hotel property on the basis of full public benefit allowances as provided by the regulations of the ':.'ar Assets Administration, and WHEREAS, it is necessary, advisable and to the best interests and welfare of the City and its inhabitants that the said Nautilus Hotel be placed in operation at the earliest possible date and on the most economical basis from the point of view of said City, and WHEREAS, a Hospital Corporation has been organized and has acquired funds for the purpose of providing a non-sectarian, general hospital for Miami Beach and Greater Miami to be known as the MT. SINAI HOSPITAL OF GREATER MIAMI, INC. , and has evidenced its ability to operate a general hospital at the Alton Road Hospi- tal in Miami Beach, Florida, and WHEREAS, the Mt. Sinai Hospital of Greater Miami, Inc. is willing to undertake the operation of the Nautilus Hotel property for general hospital purposes, as well as for the purpose of es- tablishing an institute of cardiology and for other research pur- poses, and WHEREAS, the City and. the Mt. Sinai Hospital of Greater Miami, Inc. are desirous of merging the interests of both with respect to the operation of a general hospital and research facil- ities, with particular reference to the Nautilus Hotel property for the benefit of the entire community, and WHEREAS, an agreement has been prepared and submitted to City Council of City of Miami Beach, Florida, the form of which has been approved by the City Attorney. NOW, THEREFORE, be it resolved by the City Council of the City of Miami Beach, Florida, that the Mayor and the City Clerk be and they are hereby authorized and directed to execute said agreement on behalf of and in the name of said City. PASSED and ADOPTED this day of A. D. 1948. Mayor Attest:_ City Clerk Clerk THIS AGREEMENT made and entered into by and between MT. SINAI HOSPITAL OF GREATR MIAMI, INC. , a non-profit corporation, organized and existing under the laws of the State of Florida, with its principal office located in the City of Miami Beach, Dade County, Florida, party of the first part, hereinafter called the Hospital Corporation, and THE CITY OF MIAMI BEACH, FLORIDA, a municipal corporation, created and existing under the laws of the State of Florida, party of the second part, hereinafter called the City, this 19th day of May, A. D. , 1948. WITNESSETH: WHEREAS, the City is authorized under the laws of the State of Florida, and under its Charter, to acquire, own and operate a hospital for the care and treatment of persons who are ill, and WHEREAS, there is located in the City of Miami Beach, Florida, certain buildings known as the NAUTILUS HOTEL property situated and located on the following described real estate, to-wit: Lot forty-one (41) inlock one (1) , and John' s Island and Collins Island, Lot eleven (11) in Block six (6) and Lot one (1) in Block seven (7) , according to the Plat thereof, recorded in Plat Book 8 at Page 31 of the Public Records of Dade County, Florida, which is at present in the hands of the War Assets Administration of the United States Government for disposal, and WHEREAS, there has been established by various surveys, as well as by general public recognition, the need for additional general hospital facilities in Miami Beach and the Greater Miami area, and WHEREAS, the City is desirous of acquiring the Nautilus Hotel property, hereinabove described, for hospital purposes to be operated as a general hospital for the benefit of the community and is, therefore desirous of exercising its priority for acquisition of the Nautilus Hotel property on the basis of full public benefit allowances as provided by the regulations of the War Assets Administration, and WHEREAS, it is necessary, advisable and to the best interests and welfare of the City and its inhabitants that the said Nautilus Hotel be placed in operation at the earliest possible date and on the most economical basis from the point of view of said City, and - 1 WHEREAS, the Hospital Corporation has been organized and has acquired funds for the purpose of providing a non-sectarian, general hospital for Miami Beach and Greater Miami to be known as the MT. SINAI HOSPITAL OF GREATER MIAMI, INC., and has evidenced its ability to operate a general hospital at the Alton Road Hospital in Miami Beach, Florida, and WHEREAS, the Hospital Corporation is willing to undertake the operation of the Nautilus Hotel property for general hospital purposes, as well as for the purpose of establishing an institute of cardiology and for other research purposes, and WHEREAS, the City and the Hospital Corporation are desirous of merging the interests of both with respect to the operation of a general hospital and research facilities, with particular reference to the Nautilus Hotel property, for the benefit of the entire community, NOW, THEREFORE, this Agreement, WITNESSETH: That for and in consideration of the `sum of One Dollar ($1.00) and other good and valuable considerations to it in hand paid, the parties hereto mutually covenant and agree as follows: 1. That the City, in the event of the acquisition of the Nautilus Hotel property by it, through the War Assets Administration or other- wise, does covenant and agree to employ, hire, and retain the Hospital Corporation for the purpose of managing and operating the property hereinabove described, together with all of the buildings and improve- ments situated thereonfor a term of twenty-five (25) years, said em- ployment to begin immediately upon receipt of the deed by the City from the War Assets Administration, under the following terms and provisions set forth herein. 2, The Hospital Corporation shall not bind or obligate the City for any purchases, expenses or other obligations incurred in the operation or maintenance of said hospital or buildings and that the City shall in no wise be liable for any indebtedness incurred by the said Hospital Corporation or for any deficit incurred by or resulting to the Hospital Corporation from its operation of the said hospital. 3. It is further understood that said Hospital Corporation agrees to said employment and agrees to - 2 - to accept the premises and the buildings in their present condition and state of repair and that the City is under no obligation to make any repairs or improvements of or to the buildings, or to furnish any personal property or equipment, it being understood that the Hospital Corporation will, at its own expense, make the necessary repairs and alterations and also supply its own furnishings and equipment. 1+. It is contemplated that certain alterations will be necessary from time to time in order to provide proper hospital facilities and it is understood that the Hospital Corporation has the right to make such alterations at any time without obtaining permission of the City. 5. That the said Hospital shall be operated in accordance with the charter and by-laws of the Mt. Sinai Hospital of Greater Miami, Inc. , and under such further rules and regulations as may be established by the Board of Trustees of Mt. Sinai Hospital of Greater Miami, Inc. , but without regard to race or creed, and that the sole management and con- trol of the hospital and its facilities shall be vested in the Board of Trustees of Mt. Sinai Hospital, its offieers and employees. 6. That the Hospital Corporation does covenant and agree with the City that, whenever requested by the City, care and facilities shall be extended to indigent residents of the City requiring hospital care or treatment, in consideration of which the City does covenant and agree to compensate the Hospital Corporation on an equitable basis for each and every such resident at rates not exceeding charges made by other non-profit hospitals in this area. 7. That the Hospital Corporation does covenant and agree to make available an adequate number of bids to persons of low income at rates not exceeding charges made by other non-profit hospitals in this area. 8. The Hospital Corporation agrees to operate said hospital on a year round basis, and to have a minimum of one hundred (100) beds available for patient care, divided in such a manner as to maternity cases, infant care, surgery and medical needs to present a proper division of over-all needs. 9. The Hospital Corporation agrees that the standards established by the American Hospital Association and the American College of Surgeons shall be the minimum standards of operation. - 3 10. The Hospital Corporation agrees to pay all taxes of whatsoever kind which may be assessed against said property during the term of said management and to keep the premises insured against loss by fire, with extended coverage, in such an amount as will prevent the City or the Hospital Corporation from being a co-insurer and the Hospital Corporation agrees to carry and maintain, at its own expense, owners liability insurance in a company duly authorized to transact business in the State of Florida, with liability limits of One Hundred Thousand Dollars ($100,000,00) with injury to one person, and Five Hundred Thousand Dollars ($500,000.00) for injuries to more than one person, which are received in the same accident. The Hospital Corporation further agrees to carry any and all other kinds of insurance including insurance against malpractice, so as to protect the City against any claims arising out of the maintenance or operation of said hospital. 11. The Hospital Corporation and the City do covenant and warrant each to the other that this Agreement has been agreed to and its exe- cution authorized by the Board of Trustees of Mt. Sinai Hospital of Greater Miami, Inc. , and by the City of Miami Beach, Florida, it being understood, however, that the War Assets Administration of the United States Government will judge as to its acceptability under its regula- tions and that any and all changes in the terms of this Agreement, as may be recommended by the said War Assets Administration, shall be made a part of this agreement, 12. The Hospital Corporation agrees that it will commence to operate the hospital as herein contemplated within one year from the date that the City acquires the property from the War Assets Admini- stration, and to operate the hospital continuously thereafter during the life of this agreement, subject, however, to the destruction of the buildings by fire, windstorm or other Acts of Godo In the event that the Hospital Corporation shall fail to so continuously operate the hospital as contemplated hereby at any time during the said period, then and in that event said management contract may be cancelled at the option of the City. 13. It is understood that any profits or earnings derived from the operation of the said property by said Hospital Corporation shall belong to and be the property of the Hospital Corporation. w wI 14. It is further understood and agreed that the Hospital Corporation will abide by such rules and regulations as may be set forth in the deed acquired by the said City from War Assets Administration, and also by such other rules and regulations as may be recommended by the United State Public Health Service. IN WITNESS WHEREOF, the party of the first part has caused these presents to be signed by its President and Secretary, and the party of the second part has caused these presents to be executed by its Mayor and the execution thereof attested and the corporate seal affixed by the City Clerk, the day and year first above written. MT. SINAI HOSPITAL OF GREATER MIAMI, INC. Signed, sealed and delivered in the By: /s/ Max Orovitz presence of: President /s/ J. Gerald Lewis Attest: /s/ Dan B. Ruskin /s/ Wm. D. Singer As to First Party) Secretary (First Party) (SEAL) CITY OF MIAMI BEACH by: /s/ Marcie Liberman Mayor Attest: /s/ C. W, Tomlinson /s/ Wilson C. McGee City Clerk (Second Party) /s/ R. Wm. L. Johnson (As to Second Party) (SEAL) • v-I 4-' U Ucd N N b Fi P4 j_\ a) tom- cd N •r1 O cd Ca P"+ O • cd0 L7 0 0 �OL7 O � •N N •r1 r4 SO o +, 0 • 0 . i eD +3 VI 4-,x a� 0 cd