Administration Agreement
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....'li.
ADMINISTRATION AGREEMENT
MAR
5 1984
THIS AGREEr-lENT, made this _oct ~_ 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
(hereina[ter
referred to as the "Ci ty") and the MIAMI BEACH REDEVELOP/.IENT
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:
WIT N E SSE 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,
1 9 8 3, bet wee nth e C i t Y 0 f r.~ i ami Be a c h and Car n e r - E c son 7\ C:~ S () cia t e s ,
Ltd., concerning the Miami Beach I.'Jarina, a copy of which lC?ase 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, l--1iami Beach, Florida
33139, and such other provisions as are set forth herein.
2.
TERM OF AGREEj.~ENT.
T 11 e t e r m 0 f j his !-\l'Ln i n i s t rat ion
Agrcemcnt shall be [or a p(~r iod of tcn (10) years CCiitill\'llcing on
the
1st day of _July
, 1983 and encling on the 30th _ day of
June
,
]993,
unless terminated as provided [or
in PaL-,gI2ph 3
~~ ~~;~ ~nYDD1~On~
rights of the Aoministrator arising by virtue of this Agreement,
and all of
the covenants and conditions accruing from this
Agreement shall cease and terminate.
4.
HOLD HARI~!=ESS; INp~tl_N}X1CATION.
The parties agree to
release each other and to indemnify and hold harm]ess each other
and covenant not to sue one
anot11er [rom 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 1n 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.
ASSIGNHENTS PROHIBITED.
.-----.-- ----...-------- - ----
The parties shall not, directly
or indirectly, ln any Hlanner assign, pledge or otherwise transfer
their rights under this l\grecment.
6.
A'I'T'ORNEY S '
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
rcason of this l~greement, including, without limitation, costs of
c.ppcals.
7 .
CO;.jPL J!-:,l\!CE
V~ I TH
Ll'j~ ;
C01~FLT err
OF
I h:'l'i:m=;ST.
The
:, (hi j n i s t r ,-j tor :=; haIl co F' ply wit h (J 1 1 1 cO \.,' s , :; tat \J t c s ,or din co n c e s ,
rules and reguJations of the United Slates, State of Florida, and
city
of
i1ii::)oi
Bc,-,ch,
or
(':lny
1 ,:; \':5,
rules,
r'__'Julations
or
proj:lulgated by any otht~r duly elected or ic:ppoinlcd f'lunlcipal
or anything of value.
'rherefore, under no circulTlstances are city
employees to be offered payment or gifts of any kina.
8.
B<29KS;
RECORDS.
The
Administrator
agrees
to
make
available to the City,
upon
request,
all oooks and records
relating to this Agreement at such time and at such place as shall
be designated by the City for examination thereof, [or purposes of
an audit, or account, to be performed by the City for inspection
by the City.
9.
NO PARTNERSHIP
RELATIO~SHIP.
It
is
further
understood
and a g r e e d t hat C i t Y s hall inn 0 eve n t be con s t r u (c'd to be h e 1 d a
partner or joint venturer or associate with Adlninistrator, in
relation to the A(]ministrator's duties arising by virtue of this
Agreement.
10.
DUTIES OF ADMINISTRA'l'OR.
It is further ~xpressly
understood and agreed by the parties hereto, with reference to the
1~ a nag em en tAg r e e In en t c rea t e d her e in, t hat the A (] m i n i s t r a 'L 0 r s h a 11
have the following duties, obligations and responsibilities to the
City:
a.
l-iuministrator
shall
manage,
direct,
supervise,
coordinate,
and otherwise perform the administration of this
c e r t a i n /_, i (C; In i B c a c h II, a r i n aLe a seA g r e C:- JII e n t d ate d J u n e 2 4 I 1 9 8 3 I
bet Vi (; (' nth e C i t Y and the L e sse e I Car n e r -1,~ a son !~ S so cia L e s I L t d . I
said agrc~m('nt which is deemed to be attached hereto and inserted
[-Jerein as UlCIll'.:3h fully set forth hcrein.
A C (\ P Y 0 f co aid Lea s e
!'_9H'eHlcnt 1S available from the Office of the City Clerk, 1700
Con v e n t ion C c n L e r Dr i ve, 11 i ami Be a c h , F lor i c3 a
3 31 3 9 b c: t \',' (, e nth e
h 0 U r S 0 f 8: 3 0 a. m. Ci no 5: 0 0 p. m. I, 1'~ 0 n (] d Y t h r 0 u (] h .F r i 11 a y .
b . T h <= )\ d In i n i s L r C1 tor s h a 11 , a tit s cJ i :: l: r e t ion, " ! loa s
r e q \J i r (; 0 by ] a w I a r3 0 i t i () n a 11 y C: II S 3 gel n [ urn i :~ L i n g tot 1, e C i L Y
contract
,;nd
lC2se
;: (] J il i n i s t rat i <) n ,
/:onJng
,,110
pl"n)l i ]'g I
,'1 C1111 in is l r a L i v e , HI:3 n a '::J e ria 1 and
legal services,
[unctiolls n.110
c. 'rhe 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 . No t h i n g con t a i n e din t his A 9 r e CHi (.:' n t s haIl 1 n any
manner amend, abridg_e, or otherwise modify that certain Lease
between the City and Carner-r'~ason Ji.ssociates, Ltd. dated June 24,
1 9 8 3 , ;:, n din the eve n t 0 f a con f 1 i c t bet wee nth i s l~ 9 r e e in e n tan d
said Lease, the provisions of the Lease shall govern.
11. CONSIDERATION. 'rhe City shall pay as consideration [or
this Agreement to the Administrator the rental sum the City
receives from Carner-Mason Associates, Ltd. for the leasing of the
Miami Beach Harina, during the first ten (10) years of tile term of
said Lease, as set forth in Article II, Section 2 of that certain
Lease between the City of Miami Beach and Carner-I.~ason l'.~;sociates,
L t d . for the 1 e a sin 9 0 f the I~ i ami B c a c h Ear i nap r e \l i 0 u sly
referred to in this Agreement (unless this Agreement is lr'lminated
2S provided for herein).
12. J.jE'rBOD OF PAYJ.'ENT. 'The J.,c3ministrator shall lcc.:eive from
tlle City,
in
accordance
wi th accepted
consideration
accounting
specified
p r in c j pIes i3 n d
in Ule Lease
procedures,
the rental
l~g[ceJTient beL,,(,,"n tbe City and Carner 'I.ja~~on !.,ssociab?s, Ltd. for
the I>Li(-=;mi Bro,::;ch I:arina, rClilitted In accorc;::nce ,vith pru(3cnt ~nd
2ccepted accounting pr inciples and procc.durcs by trJe ci ty F1L,::once
Dir~ctor or his dcsign0e.
] 3 .
(' fe, P T I 01'; S .
The: c;:pt.;c.J!lS of this r".~'I-lj[..,i~"jJ ;jJ.lun'jJC,.iic:nt
are for cc.nvcnience cond reference only, dnd 1n no \..':.3.y d,c.fine,
1 i nll t ,or (1 e ~~ c rib e U, e :-~ C
c ,_ il d i jj : c:- n t 0 f t11 i S l~ (.F . ,- II' n t f nor 1 n
any I',' 3. Y a f f f? C t t h j s L C' CJ ~:; p .
, ,
of such provision other than those as to which it is invalid or
unenforceable, shall not be affected thereby; and each provision
of this A<jrcement shall be valid and enforceable to the fullest
extent permitted by law.
15.
CONSENT.
'hihen the Agreement requires that consent be
given by either party, said consent shall not be unreasonably
withheld.
16.
APPLICABLE ~~W; VENUE.
The law applicable to this
Agreement shall be that of the state of Florida.
Venue in any
le~al proceedin<js arising by virtue of this Agreement shall be in
Dade County, Florida.
17.
AMENDI1ENTS.
This Agreement may only be amended by an
amendment endorsed or affixed to this Agreement executed by both
parties utilizing the same fonnali ties as were re-quj red for the
adoption of this Agreement.
18.
NOTICES.
All notices given under this' Agreement shall
be glven
ln writing,
properly addressed
and mailed
to
the
following:
.l\S TO THE CITY:
The Office of the City Manager
1700 Convention Center Drive
Miami Beach, Florida 33119
AS TO THE
l~.DI.l IN I STRATOR:
Deputy Di r(~ctor
I.li2Ini Beach RC'development );gency
1700 Convention Center Drive
Miami Beach, ~lorida 33119
19.
ENTIRE f'>.C; Rt= Ej.n=NT .
- -_.--- -_._-~._-
This !o'JrCeJllcnt and its attacL,,"j(:-nt of
t 1, a t
certain
I,case
betviccn
iJJe
City
or
).j i i", 1;[ i
;',( .:\..:h
('nd
(' - , ~ .
, ':. 1. , j I -
r --
J<c~,;()n
l~~ ~ S c) (".; i ,:3. t c S I
Ltd.
contains
l fj e
C(Jtil.C
lj ~ \
, .,.1.-
t_,; "_' J L
i="i"? ~__ \.' (-. ;-, n
, .
( ) 1 C
parties 2nd shall not be JilOdifiC:'d in (~ny lTli3.nncr: lJillcss ,".;:;"IC"JiC1C'O :in
~'rJe m,,:nnc'r ,;et [()f~Clin ]n P:'if3IJ/."':ph 17 ll"-:"j"pin.
IN \'ilTl\).-~SS i',ji/';hFOF, the PioLlics 11':'Jcto 113'v'(' c,~u::;ed Ulcse
. .
presents to be signed in their corporate names by their duly
authorized officers, their cOlporate seals to be affixed the day
and year first written above.
CITY OF MIAMI BEACH
ATTEST:
By
;:;:~
Mayor
~ .. ~---Z
_ lL!Lb~ _ _ .._ 11'.-1/. ~<,-,:~....::z -
C TV"CLERK ~
ADMIN IS'rRNl'OR:
ATTEST:
MIAMI BEACH REDEVELOP-
MENT AGENS~ .~
//c: -7 ~ - //"
By . ,c-CJ/-- -...-
CHAJRl'lAN
~~~~~
SECRETARY
F r, 1'. r,!\ f,;-:;'-~. ':', \1 F 0 fl.
-\.J.\l'.i~ ;\~ i J'l'-"-
. I '-;':\ I 1\'-:::;-\ -
,- , -. '" 1 .
By Re4;Mf;'jf'vJ a/J
oo'r.....Jlp/'()
. .
I, ~
CONSENT OF LESSEE
-- ~
STATE OF FLORIDA )
)
COUNTY OF DADE )
BE FOR E 1~ E , the u n d e r s i g n e d aut h 0 r i t y, 0 nth i s day per son a 11 y
appeared IRWIN H. MASON and STEPHEN CARIJER, known to me to be the
per son s who are G e n era 1 Par t n e r (s) 0 f Car n e r ;.j a son l~ S so cia t e s ,
Ltd., lessee of the Miami Beach Marina, who are duly authorized to
bind the Partnership and acknowledges that the Partnership and
edch General Partner --have fully read, understood, and freely and
voluntarily consented to this Ac1lf1inistraUon Agreement and
dc,;nowledged to me that they are executing this ;:;c};nowlc()9jnr~nt as
evidence of Carner-Mason Associates, Ltd.ls and their own cons2nt
and agreement with the foregoing instrument.
CARNER-MASON ASSOCIATES, LTD.
a Florida Limited Partnership
By
---~-
IRWIN H. )'~ASON
By
--
STEPHEN CARNER
SUBSCRIBED and
, 1983.
ShTORN TO
before
this
t~ ;,,;y of
me
- -- --'-'-- - ---
NOTl1.RY PUBLIC, S'l'A'I'E OF FLORIDA
I.iy CO!TiJfli~~sion expires: