Loading...
HomeMy WebLinkAboutR-85-0929J-85-926 9/1 2/$ 5 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH BAYSTOR CENTER LIMITED PARTNERSHIP, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, SETTING FORTH TERMS AND CONDITIONS FOR THE MANAGEMENT, OPERATION AND MAINTENANCE OF ('-ITY-OWNE;I) MARINA FAC[.[,[TIES AT MIAMARINA UPON THE CITY'S PURCHASE AND TERMINATION OF ALL RIGHTS, TI'PIiE AND INTEREST IN AND TO THE EXISTING AGREEMENT HELD BY NEW WORLD MARINAS, INC. WHEREAS, on January 14, 1985 the City and Rayside Center Limited Partnership entered into a grc)und lease agreement whereby Bayside will design, construct, lease ,end manago a :specialty center and parking garage on a portion of RayCr.ont Park adjacent to City -owned Miamarina; and WHEREAS, the City intends to purchase all rights, title and interest to the existing Miamarina Agreement between New World Marinas, Inc. and the City dated June 4, 1981 ("Agreement"); and WHEREAS, the City and Bayside, Center. Limited Partnership have reached certain agreements with respect to standards for the management, operation and maintenance of the Bayside Specialty Center and Parking Garage and Bayfront Park; and WHEREAS, the City and Bayside Center. Limited Partnership desire to establish comparable standards for the management, operation and maintenance of the City -owned marina facilities at Miamarina; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement with Bayside Center Limited Partnership, in a form acceptable to the City Attorney, setting forth terms and conditions for the management, operation and maintenance of City - owned marina facilities at Miamarina upon the City's purchase and termination of all rights, title and interest in and to the Agreement. SEP 12 M85 uiwri NU. 85_92.1:j� 1985. PASSED AND ADOPTED this 12th day of. SEPTEMBER MAURICE A. FERRE City Clerk PREPARED AND APPROVED BY: G. MIRIAM MAER Assistant City Attorney APPROVED /AS ,.FM'FORM AND CORRECTNESS: LUCrA A. DOUGHtRTY City Attorney GMM/wpc/ab/B097 MAURTCE A. PERRE, Mayor -2- ®5-925 z CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO. Honorable Mayor and Members of the City Commission r^� Sergio Pereira FROM' City Manager' 'Y c- 62 GATE: Sept. 5, 1985 F,LC: BY. 460.01 SUBJECT: City/Bayside Miamarina Agreement For City Commission REFERENCES: Meeting of Sept. 12, 1985 ENCLOSURM Resolution, Agreement It is recommended that the Commission adopt the attached Resolution authorizing t_he Cif anager to execute an a reement with ba side Center LlMitea Partnership setting forth terms eni�� conditions for the mana ement operation and maintenance of. City -owned ,iamarina facilities upon the purchase and termination of all rights, title and interest in and to the existing KanagemeFt Agreement held by New World Marinas, Inc. The City and Bayside Center Limited Partnership entered into a ground Lease Agreement, on January 14, 1985, whereby Bayside will construct, operate and maintain a Specialty Center and Parking Garage on a portion of Bayfront Park adjacent to and surrounding Miamarina. The construction of Bayside requires that the Miamarina marina facilities be shut down during the period of construction and further certain facilities used in the operation of the marina be demolished, replaced or rehabilitated. It was determined that in the best interests of the City, the existing Management Agreement held by New World Marinas, Inc. be purchased and r terminated in order to accomplish construction and to establish new standards for the operation and maintenance of the marina facilities. The attached agreement advances funds for the purchase from Bayside Center Limited Partnership and allows the City the option to operate the marina facilities or to by Request for Proposals assign the management, operation and maintenance of the marina to others. f It is recommended that the attached resolution be adopted authorizing the City Manager to execute the agreement with Bayside Center Limited _ Partnership setting forth terms and conditions for the management, operation and maintenance of the marina facilities at Miamarina. 85-92 MIAMARINA AGREEMENT THIS AGREEMENT entered into this day of September, 1985 by and between BAYSIDE CENTER LIMITED - PARTNERSHIP, a Maryland limited partnership having an office at 330 Biscayne Boulevard, Miami, Florida (hereinafter referred to as "Bayside") and THE CITY OF MIAMI, a municipal corporation of the state of Florida - having an office at 3500 Pan American Drive, Miami, Florida (hereinafter referred to as the "City"). WITNESSETH: WHEREAS, on January 14, 1985, the City and Bayside entered into two ground leases (hereinafter, as amended, collectively referred to as the "Ground Leases" and individually referred to as a "Ground Lease") pursuant to which the City leased to Bayside certain real property located in Bayfront Park, Miami, Florida, which property is more particularly described in the Ground Lease (hereinafter referred to as the "Bayside Property"); WHEREAS, pursuant to the terms of the Ground Leases, Bayside will construct, operate and maintain the Bayside Specialty Center and the Parking Garage (as such terms are defined in the Ground Leases) on the Bayside Property; WHEREAS, Miamarina is a marina containing slips for approximately 200 boats located adjacent to the Bayside Property and was previously managed and operated pursuant to the terms of a certain management agreement (hereinafter referred to as the "Management Agreement") dated June 4, 1981 between the City and New World Marina, Inc. (hereinafter referred to as the "Existing Manager"); WHEREAS, on September ,, 1985, the City and the Existing Manager entered into an agreement of purchase and sale (the "P&S" Agreement) pursuant to which the City agreed to purchase all of the right, title and interest of the Existing Manager in and to the Management Agreement on September _, 1985 for a purchase price of $1,675,000 (the "Purchase Price") and upon such sale immediately terminated same; WHEREAS, Bayside and the City have reached certain agreements whereas Bayside will lend the Purchase Price to the City and the City will repay same to Bayside; WHEREAS, the City and Bayside have agreed that the boundaries of Miamarina shall be reconfigured to include the area designated as Miamarina on Exhibit B attached hereto (such area being hereinafter referred to as the "Marina") and that the Marina will be operated and maintained by the City; WHEREAS, Bayside and the City have reached certain agreements with respect to the standards of management, operation and maintenance of the Bayside Specialty Center and the Parking Garage by Bayside and'the standard of maintenance of Bayfront Park by the City, which standards are set forth in the Ground Leases and the City and Bayside are desirous of entering into this Agreement in order to more particularly define the standards of management, operation and maintenance to be complied with by the City in connection with its management and operation of the Marina. The City and Bayside agree that both parties are vitally interested in the successful integration of the Marina's management, maintenance, promotion and operation with that of the Bayside Specialty Center; NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the City and Bayside covenant and agree as follows: - 2 - 8rJ"9A.# 4 1. The City agrees that it will manage, operate and maintain the Marina to a •quality consistent with other first class marinas in the Miami -metro area and to a comparable level of quality commensurate with the quality and character of the management, operation and maintenance of the Bayside Specialty Center. Such management, operation and maintenance of the Marina by the City shall in all respects comply with the standards of operation of Miamarina (hereinafter referred to as the "Standards") annexed hereto as Exhibit A and incorporated herein. 2. The City shall maintain the structural integrity of the Marina including without limitation, the piers, docks, pilings, quays, sea wall and the original design depth of the Marina. In connection therewith the City shall, at its sole cost and expense, retain a qualified marina engineer within - 90 days from the date hereof to survey the Marina and recommend such actions, both immediate and long term, remedial and preventative, which the City should = take to assure or restore such integrity and depth. Implementation of any or all of the recommendations of such engineer shall be in the sole and absolute discretion of the City, provided, however, that the City agrees to comply with such recommendations of the aforesaid engineer which are then required to be complied with in order to avoid the City's becoming in default of its standards of management, operation and maintenance as set forth in this Agreement or in the Ground Leases. 3. The City shall carry such property and liability policies with respect to the Marina and the operation thereof as the City Manager may from time to time reasonably deem prudent and as shall be consistent with the letter agreements to be signed by the Risk Managers of Bayside and the City regarding the types and amounts of insurance policies concerning property damage and liability covering the Marina and the Bayside Specialty Center. - 3 - within thirty (30) days of the date hereof the Risk Manager for the City and Bayside shall enter into such letter agreements. If the Marina shall at any time during the term hereof be damaged or destroyed by fire or other insured casualty, the City shall, pursuant to the terms and conditions of the Ground Leases diligently repair and/or restore the Marina to the state same was in immediately prior to such casualty. The City will, from time to time and upon thirty (30) days written request, provide Bayside with copies of certificates evidencing the policies of insurance required to be carried by the City hereunder. 4. The City shall, at its own cost and expense, install and maintain along the Marina piers architectural lighting similar in quality and lighting levels and consistent in design to the outdoor promenade and pier park lighting to be installed at the Bayside Specialty Center. Bayside shall have the right to review and reasonably approve the City's lighting plans and specifications prior to installation, which approval may not be withheld if such plans and specifications are substantially in accordance with the requirements of this section. 5. The City shall use reasonable efforts to obtain approvals for and install baffling devises in certain locations on the proposed port bridge in order to significantly reduce the effect on the Marina of "surge" from vessels passing the Marina on the adjacent waters of Biscayne Bay. Bayside shall have the right to review and approve the design and location of such devices prior to installation, which approval shall not be unreasonably withheld. Bayside and the City shall enter into a letter agreement within 90 days of the date hereof which shall set forth an agreed upon schedule for the City's installation of the improvements set forth in section 4 and 5 hereof to - 4 - LS-92f�-' A assure that same shall be installed prior to the opening date of the Bayside Specialty Center. 6. The City shall enter into an agreement with Bayside to permit the ship Bounty to be moored at and to operate from the Biscayne Bay sea wall (such agreement may provide for the reimbursement to the City of costs and expenses incurred by the City as a result of the operation of the Bounty from said seawall). Such long term agreement shall be on terms and conditions reasonably satisfactory to the City Manager and Bayside. From time to time, upon request of Bayside, the City will enter into agreement with other visiting ships, ships associated with the pier park, the water taxi and paddle boat operations originated by Bayside with respect to the use by such ships of the Biscayne Bay seawall on terms and conditions reasonably satisfactory to Bayside and the City. The agreements between the City and Bayside referred to in this Paragraph 6 shall be subject to review and appropriate revision by the City Attorney's Office. 7. The failure of either party hereto to perform any of the covenants, conditions and agreements of this Agreement which are to be performed by such party and the continuance of such failure for a period of sixty (60) days after notice thereof in writing from the non -defaulting party (which notice shall specify the respects in which the non -defaulting party contends that the defaulting party has failed to perform any of such covenants, conditions and agreements) unless such default be one which cannot be cured within sixty (60) days and the defaulting party within such sixty (60) day period shall have commenced and thereafter shall continue to diligently to prosecute all actions necessary to cure such default, such ' failure shall constitute an "Event of Default". If an Event of Oefault shall -5- 85-92s: 1 i j assure that same shall be installed prior to the opening date of the Bayside Specialty Center. 6. The City shall enter into an agreement with Bayside to permit the ship Bounty to be moored at and to operate from the Biscayne Bay sea wall (such agreement may provide for the reimbursement to the City of costs and expenses incurred by the City as a result of the operation of the Bounty from said seawall). Such long term agreement shall be on terms and conditions reasonably satisfactory to the City Manager and Bayside. From time to time, upon request of Bayside, the City will enter into agreement with other visiting ships, ships associated with the pier park, the water taxi and paddle boat operations originated by Bayside with respect to the use by such ships of the Biscayne Bay seawall on terms and conditions reasonably satisfactory to Bayside and the City. The agreements between the City and Bayside referred to in this Paragraph 6 shall be subject to review and appropriate revision by the City Attorney's Office. 7. The failure of either party hereto to perform any of the covenants, conditions and agreements of this Agreement which are to be performed by such party and the continuance of such failure for a period of sixty (60) days after notice thereof in writing from the non -defaulting party (which notice shall specify the respects in which the non -defaulting party contends that the defaulting party has failed to perform any of such covenants, conditions and agreements) unless such default be one which cannot be cured within sixty (60) days and the defaulting party within such sixty (60) day period shall have commenced and thereafter shall continue to diligently to prosecute all actions necessary to cure such default, such failure shall constitute an "Event of Default". If an Event of Default shall -5- LS_92!� occur, the non -defaulting party shall have the right to pursue any of the following remedies: (i) the right to a writ of mandamus, injunction or other similar relief, available to it under Florida law against the defaulting party, including if the defaulting party is the City, any or all of the members of its governing body, and its officers, agents, or representatives provided, however, that in no event shall any member of such governing body or any of its officers, agents or representatives be personally liable for any of the City's obligations to 8ayside hereunder; and (ii) the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from such default. For the purposes of any of the provisions of the Agreement, neither party shall be considered in default of any of its obligations hereunder if the compliance with such obligation is delayed or rendered impossible to perform as a result of an Unavoidable Delay (as defined in the Ground Leases). 8. This Agreement shall be governed by the laws of the state of Florida and shall be subject to and shall be interpreted to effectuate its compliance with the Charter of the City of Miami, the City of Miami Code and the Dade County Charter and Code and any conflicts between this Agreement and the aforementioned Codes and Charters shall be resolved in favor of the latter. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity or becomes unenforceable because of judicial construction of the remaining terms, covenants and EW-10 GS_92 conditions of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 9. No member, official representative or employee of tho City or the City Manager shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, representative or employee participate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which he or she is, directly or indirectly, interested. No member, official, representative or employee of the City or the City Manager shall be personally liable to Bayside or any successor in interest in the event of default or breach by the City or the City Manager or for any amount r which may become due to Bayside or its successor or on any obligations under the terms of this Agreement. 10. This Agreement shall remain in full force' and effect for so long as both of the Ground Leases shall remain in full force and effect. The obligations of the City to manage, operate and maintain the Marina pursuant to this Agreement shall commence on the date hereof, provided, however, that Bayside and the City agree that the Marina shall not be open for business with the general public during the period that the Bayside Specialty Center and the Parking Garage are under construction or restoration if such construction or restoration would be adversely affected by the Marina being open for business. Bayside may not assign its rights under this Agreement except in connection with an assignment of its interest under the Ground Lease which is permitted pursuant to the terms thereof. -7- 85"9 'c' r' 11. If the City shall so elect, the City may, in compliance with its Charter, Code and applicable law, enter into a management agreement with a third party that is an experienced marina operator for the operation, management and maintenance of the Marina by such party (hereinafter referred to as a "New Operator") . If the City shall elect to cause a New Operator to operate the Marina, the City shall implement its normal regjest for proposal procedures and Bayside agrees that it will, in good faith, submit a proposal with respect to same in accordance with such procedures. Any management agreement to be entered into by the City with a New Operator must contain provisions pursuant to which the New Operator shall agree for the term of the new management agreement to perform, among other things, the obligations of the City under this Agreement. 12. Bayside agrees to advance the Purchase Price to the City to enable the City to purchase all right, title and interest of the Existing Manager in and to the Management Agreement. The City agrees to terminate the Management Agreement immediately upon its purchase of same. As used herein the term "Loan Amount" shall mean the Purchase Price or the portion thereof actually advanced to the City by Bayside pursuant to the terms hereof. The City promises to pay Bayside the Loan Amount together with interest thereon calculated at 3/4 of 1% per annum above the prime rate of interest from time to time charged by The Chase Manhattan Bank (N.A. ) on the basis of a 360 day year on (i) the Opening Date (as such term is defined in the Ground Lease for the Bayside Specialty Center) or, (ii) at the City's option, the City may by giving Bayside at least ninety (90) days written notice prior to the Opening Date, elect to repay such amount to Bayside from the rental payments due to the City under the Ground Lease for the Parking Garage and to the extent permitted under the Grant Agreement dated December 20, 1984 as amended by the -8- 85 -92 ; amendment thereto dated , 1985 by and between the U.S. Department of Housing and Urban Development and the City from the rental payments due to the City under the Ground Lease for the Bayside Specialty Center. If the City shall so elect and give proper notice of same to Bayside pursuant to the terms hereof, Bayside and the City shall reasonably negotiate and enter into a letter agreement with respect to same, which letter agreement shall provide for the payment of interest on all sums from time to time outstanding calculated at the rate above set forth. If such letter is not fully executed by the Opening Date, the City shall pay the Loan Amount with interest thereon on the Opening Date. As an inducement to make the Loan, contemporaneously with the execution of this Agreement the City Attorney will deliver a legal opinion to 8ayside in a form reasonably satisfactory to 8ayside that the Loan will not violate any existing state or local laws, rules or regulations and that the City has the due power and authority to repay the Loan as set forth in this Agreement. 13. Any notice or communication under this Agreement by either the City or the City Manager, on the one hand, to 8ayside, or, on the other, by Bayside to the City or the City Manager shall be deemed sufficiently given or delivered if dispatched by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to Bayside: General Counsel Bayside Center Limited Partnership c/o The Rouse Company 10275 Little Patuxent Parkway Columbia, Maryland 21044 If to the City: The City of Miami c/o the City Manager 3500 Pan American Drive Miami, Florida 33131 - 9 - Either party may change the notice addresses above set forth by giving notice in writing of such change of address to the other party in accordance with the terms hereof. 14. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 15. All of the covenants, conditions and obligations contained in this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the City and Bayside. 16. Nothing contained in this Agreement shall alter, modify, supplement or amend the terms and provisions of the Ground Leases. 17. The City and Bayside shall prior to the Opening Date enter into a lease (the "Dockmaster Lease") pursuant to which Bayside shall make available to the City a maximum of 300 feet of office space at the improvements to be constructed by Bayside at the Marina for use as a oockmaster's office. The Dockmaster Lease shall provide that the City shall not be obligated to pay basic rent, common area maintenance or other rents or additional rents for such space but shall be responsible for utility and insurance payments. The Dockmaster Lease shall be in the standard form of lease entered into between Bayside and tenants at the Bayside Specialty Center and shall provide that the rental concessions therein contained shall be for the sole benefit of the City and shall not be available to any other party that may commence to operate the Marina. 18. The obligations and liability of the City pursuant to this Agreement shall terminate upon the date of the termination of the Ground Lease for the Bayside Specialty Center or any substitute ground lease entered into pursuant to Article VI thereof. - 10 - 4"�� 85_9 fa IN WITNESS WHEREOF, ROUSE-MIAMI, INC., the sole general Partner of BAYSIDE CENTER LIMITED PARTNERSHIP, has caused this Agreement to be signed in its name by its Vice President and its corporate seal to be hereunto affixed and duly attested by its Assistant Secretary, and the CITY COMMISSION OF MIAMI has caused this Agreement to be signed in its name by Sergio Pereira, the CITY MANAGER, acid duly attested to by Malty Harai, the CITY CLERK, on the day and year first hereinabove written. ATTEST: BAYSIDE CENTER LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP BY: ROUSE-MIAMI, INC., A MARYLAND CORPORATION, GENERAL PARTNER BY: Vice President Assistant Secretary THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: Matty Harai, Sergio Pereira, City Manager City Clerk APPROVED AS TO FORM AND CORRECTNESS: Lucia Allen Dougherty, City Attorney i 990G/496A EXHIBIT A STANDARDS OF OPERATION AND MAINTENANCE FOR MIAMARINA 1. No supplies or provisions for boats, including beer or fuel shall be sold at Marina except in quantities and a manner reasonably permitted by Bayside. 2. Boat repairs shall not be permitted at the Marina. 3. Janitorial maintenance and security of the Marina, including the interior waters, dockage along quay, docks, pilings, sea walls, lighting, charter fishing boat facilities and other facilities thereof shall be commensurate with the level of janitorial maintenance complied with by Bayside at the Bayside Specialty Center and shall include regular daily trash pick-up and removal process, removal of floating debris and 24-hour security. 4. No "for sale" or "for rent" signs shall be permitted to be displayed on the Marina premises or on any vessel using the Marina. All Marina signage, exterior or visible from the exterior, including, but not limited to signage to be installed by charter or commercial operators using the Marina, if any, shall be subject to the prior approval of Bayside, which shall not be unreasonably withheld. 5. No slips in the Marina shall be licensed for the purpose of the storage of vessels. -` 6. All dockage agreements for slips in the Marina shall be in form and substance and shall contain rules and regulations reasonably satisfactory to Bayside and the City. 7. All Marina slips adjacent to the Marina Promenade (except the area shown as crosshatched on Exhibit B which area is reserved for the dockage of charter fisherman) shall be rented at rates which discourage long term use. No commercial fisherman shall operate from slips adjacent to the Marina Promenade. 8. If the City shall elect to license slips to charter fisherman, the City shall install appropriate facilities (e.g. fish cleaning; table boxes; ticket facilities) for such fisherman. Bayside shall have a reasonable right of approval with respect to the design and location of such facilities. 9. Bayside will at all times afford the City reasonable means of ingress in, to and over the Bayside Property to enable the City to perform its repair and maintenance obligations hereunder. 10. With the exception of the occupancy rights which may be granted by the City to charter fisherman at the Marina, the City agrees that Bayside may from time to time cause the Marina to be closed to all other occupants or licensees of slips at the Marina for periods not to exceed seventy-two consecutive hours. In no event may the number of days that the Marina is so closed exceed seven (7) days for a single calendar year. Bayside shall at least six (6) months prior to the Opening Date notify the City of the dates that Bayside requests that the Marina be closed pursuant to the terms hereof for the period from the Opening Date until the first day of the first Rental Year (as defined in the Ground Lease for the Bayside Specialty Center). Thereafter, Bayside shall give the City at least six (6) months written notice before the first day of each Rental Year of the dates that Bayside desires to cause the Marina to be closed during such Lease Year. Bayside shall be responsible for the payment of all janitorial maintenance and trash removal expenses with respect to the Marina during such periods and shall also clear the waters of the Marina of all debris after such periods. 11. The parties have agreed to negotiate in good faith a reasonable allocation of the costs and expenses of janitorial maintenance and trash removal services between the common areas of the Bayside Specialty Center and the Marina. If the City and Bayside are unable to reach an agreement with respect to same, the matter shall be submitted to arbitration pursuant to the provisions relating to same contained in the Ground Leases. Such negotiations shall commence within twelve (12) months of the Opening Date and, if the matter is not resolved within six (6) months of the Opening Date, it shall be submitted to arbitration, as aforesaid. 12. The City shall, during the term of this Agreement, on a regularly scheduled basis reasonably acceptable to Bayside, clear the Marina waters of debris in order that the appearance of the Marina be in keeping with the maintenance standards followed by Bayside in connection with the Bayside Specialty Center. 99OG/496A-13 A - 2 2 ."x 85-9, F._J