HomeMy WebLinkAboutR-2006-017 Aragon Group RESOLUTION NO. 2006-017
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA
AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN
AGREEMENT AND RELATED DOCUMENTS ON BEHALF OF THE CITY
WITH THE ARAGON GROUP, INC., PERTAINING TO AN ASSIGNMENT
OF ARAGON'S LEASEHOLD INTEREST IN AN EXISITING 1996 LEASE
AND LICENSING AGREEMENT RELATED TO THE MARINA, DOCKS
AND ASSOCIATED FACILITIES LOCATED ADJACENT TO THE FLORIDA
ATLANTIC UNIVERSITY SEA TECH FACILITY; PROVIDING FOR
CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the proper City officials are authorized to execute an agreement and
related documents on behalf of the City with the Aragon Group, Inc., pertaining to an assignment
to the City of Aragon's leasehold interest in an exisiting 1996 lease and licensing agreement
related to the marina, docks and associated facilities located adjacent to the Florida Atlantic
University Sea Tech facility.
Section 2. That prior to execution of the documents, the City Manager, City Attorney
and the Finance Director shall approve the terms of the Agreement and documents and they may
make such revisions as are deemed to be in the City's best interest.
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED and ADOPTED on January 24, 2006.
ANNE CASTRO
MAYOR—COMMISSIONER
• 9EST: ROLL CALL:
ku,j� lti�",-✓U COMMISSIONER ANTON - YES
LOUISE STILSON COMMISSIONER BERTINO - YES
CITY CLERK COMMISSIONER MCELYEA - YES
VICE-MAYOR FLURY - YES
MAYOR CASTRO - YES
APPROVED AS TO FORM AND CORRECTNESS:
BY:
THO AS J. ANSBRO
CITY ATTORNEY
•
•
2 RESOLUTION #2006-017
• s
CITY OF DANIA BEACH
MEMORANDUM
TO: Mayor and Commission
CC: Ivan Pato, City Manager
Patty Varney, Finance Director
FROM: Thomas J. Ansbro, City Attorney
DATE: January 17, 2006
RE: Assignment of Marina Adjacent to FAU/Sea Tech from the Aragon Group, to
City
• The City Manager has concluded negotiations with Mr. Steven Snyder, the principal of the
Aragon Group, Inc., so that the City will reacquire control of the marina. That corporation
holds the rights to operate the marina until the terms of its lease expire, which is December 31,
2012. At that time, control is to be transferred to FAU; however, the City Manager has been
negotiating with FAU to obtain its rights to the marina so that the operation is transferred
completely to the City. The principal features of the transaction are:
1) effective March 1, 2006, the City will take over the operation. Current staffing
will be used until a full transition plan is developed;
2) the City agrees to pay $85,000.00 annually to Aragon, in quarterly payments
(subject to annual CPI adjustments);
3) the City will pay FAU twenty percent (20%) of the net profits derived from the
property (this is an obligation that Aragon has had with FAU since 1996, when FAU became
the primary tenant of all of the City-owned property and a " lease-back" to Aragon was
arranged);
4) the City will assume all rights and duties as to the marina operations. All rentals
and deposits will be transferred to the City.
•
Mayor and Commissioners
January 17, 2006
Page 2
It is expected that the transaction documents will be finalized before the January 24,
2006 City Commission meeting, but they have not been finalized as of this writing due to
electronic transmission difficulties experienced between the office of Aragon's attorney and
my office. Subject to final review and approval by the City Manager, City Finance Director
and me, this matter is ready for City Commission approval (Resolution).
TJA:slw
Attachment
•
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FLORIDN
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March 1, 2006
Robert I. MacLaren, II
Osborne & Osborne, P.A.
798 South Federal Highway
Boca Raton, FL 33432-6114
RE: File# 05-24250
Assignment of 1996 Lease and Licensing Agreement dated May 31, 1996
Dear Mr. MacLaren:
Enclosed are two (2) executed originals of the following documents:
1. Assignment of 1996 Lease and Licensing Agreement and Acceptance of
Assignment
2. Assignment of License Agreements for Dockage Space and Acceptance of
Assignment
3. Closing Statement
If you have any questions, please contact City Attorney Thomas J. Ansbro, at 954-924-
3635.
Sincerely,
Louise Stilson, CMC
City Clerk
Enclosures
`Broward's First City'
100 West Dania Beach Boulevard Dania Beach, Florida 33004 Phone: (954) 924-3600 www.ci.dania-beach.fl.us
i
2
PROFESSIONAL ASSOCIATION
ATTORNEYS AT LAW
798 SOUTH FEDERAL HIGHWAY
BOCA RATON, FLORIDA 33432-6114
POST OFFICE DRAWER 40
BOCA RATON, FLORIDA 3342 9-99 7 4
TELEPHONE: 561/395-1000
ROBERT I. MacLAREN, II FAX:561/368-6930
Board Certified-Real Estate
E-MAIL:rim2@osbomepa.com
February 28, 2006
Via Hand Delivery
Mr. Thomas J. Ansbro, Jr.
City Attorney
City of Dania Beach, Florida
City Hall
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
Re: Our File No. 05-24250
SNYDER, Stephen F./The Aragon Group, Inc./City of Dania Beach, Florida/
Assignment of 1996 Lease and Licensing Agreement dated May 31, 1996
Dear Tom:
In accordance with ourtelephone conference of this afternoon, enclosed herein are
the Closing Documents which are itemized, as follows:
1. Four (4) ASSIGNMENT OF 1996 LEASE AND LICENSING
AGREEMENT AND ACCEPTANCE OF ASSIGNMENT.
.2. Four (4) ASSIGNMENT OF LICENSE AGREEMENTS FOR
DOCKAGE SPACE AND ACCEPTANCE OF ASSIGNMENT.
3. Four (4) CLOSING STATEMENTS.
4. Four (4) SECURITY DEPOSITS AND ADVANCED PAYMENTS
CERTIFICATION.
5. Correspondence from Seafair Marina to ALL CAPTIANS/OWNERS
OF DOCK SLIPS OF SEAFAIR MARINA advising them to make
future payments in accordance with directions received from the City
of Dania Beach, Florida.
6. Our cover letter to you of March 1, 2006, delivering copies of all
License Agreement for Dockage Space in effect as of March 1,
2006.
Mr. Thomas J. Ansbro, Jr.
• February 28, 2006
Page 2
7. Two (2) SEAFAIR MARINA STAFFING LEVEL AND
COMPENSATION SCHEDULE
for your review,the appropriate action, and the completion of your file. You will cause each
of Items 1, 2, and 3 to be properly executed by Anne Castro, as Mayor, Ivan Pato,as City
Manager, and attested to by Louise Stilson, as City Clerk and, in addition, you will reflect
that it is approved as to form and correctness. You will then forward to us by overnight
courier two (2)fully executed duplicate originals of the Items 1, 2, and 3 above in order that
this transaction may be properly concluded. As you will note from a review of the
enclosures, Items 1, 2, 3, and 4 have been properly executed by The Aragon Group, Inc.,
a Florida corporation.
Thank you in advance for your courtesy and cooperation in this matter. Do not
hesitate to contact us should you have any questions concerning this matter. We look
forward to hearing from you in the very near future.
Best regards.
--Very truly ours,
• �! Y Y
VRobert I. MacLaren, II
RIM:ma
Enclosures
HALIB RARY\05\242501Cor1Ansbro14.Itr.022806.wpd
ASSIGNMENT OF 1996 LEASE AND LICENSING AGREEMENT
• AND ACCEPTANCE OF ASSIGNMENT
THIS ASSIGNMENT OF 1996 LEASE AND LICENSING AGREEMENT AND
ACCEPTANCE OF ASSIGNMENT is made and entered into as of the 'I' day of March,
2006, by and between The Aragon Group, Inc., a Florida corporation ("Assignor")and The
City of Dania Beach, Florida, a Florida municipal corporation ("Assignee").
WITNESSETH:
WHEREAS, the Assignor and the Assignee entered into that AGREEMENT
BETWEEN THE CITY OF DANIA BEACH AND THE ARAGON GROUP, INC. with an
Effective Date of February 14, 2006 ("City/Aragon Agreement"); and
WHEREAS, pursuant to the City/Aragon Agreement,the Assignor is to deliver to the
Assignee an assignment of any and all interest of the Assignor in and to the 1996 Lease
and Licensing Agreement, as defined therein, and an indemnification of the Assignee
relative to all matters occurring prior to the Closing Date, as defined in the City/Aragon
Agreement, relative to or in any way reasonably related to the 1996 Lease and Licensing
Agreement; and
WHEREAS, pursuant to the Agreement, the Assignee is to deliver to the Assignor
an acceptance by the Assignee of the assignment by the Assignor to the Assignee of any
and all of the interest of Assignor in and to the 1996 Lease and Licensing Agreement, the
assumption by the Assignee of the duties and obligations of the Assignor pursuant to the
1996 Lease and Licensing Agreement as of the Closing Date and subsequent to the
Closing Date, and the indemnification of the Assignor relative to all matters occurring on
and subsequent to the Closing Date relative to or in any way reasonably related to the
1996 Lease and Licensing Agreement ; and
WHEREAS, the Assignor and the Assignee wish to comply with such obligations
and duties as set forth below.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein below, and other good and valuable consideration,the receipt
and sufficiency of which is hereby accepted, acknowledged and agreed by each of the
parties, Assignor and Assignee do hereby agree, as follows:
1. The foregoing recital are hereby ratified and confirmed by each of the parties
as being true and correct and are hereby incorporated into the body of this Assignment.
2. Any capitalized term used in this Agreement which is not expressly defined
herein shall have the same meaning ascribed thereto in the City/Aragon Agreement.
3. The Assignor does hereby assign to the Assignee any and all interest of the
Assignor in and to the 1996 Lease and Licensing Agreement to have and to hold the same
unto the Assignee, its successors and/or assigns, from the Closing Date of March % 2006
through December 31, 2012.
4. Assignor shall indemnify, defend, and holds harmless Assignee from and
against,and,upon demand, reimburse Assignee for,all claims,demands,liabilities,losses,
damages,judgments, penalties, costs and expenses (collectively, "Liabilities"), including,
without limitation, reasonable attorney's fees and disbursements at trial and all appellate
levels, which may be imposed upon, asserted against, or incurred or paid by Assignee by
reason of or in connection with all matters occurring prior to the date hereof relative to or
in any way reasonably related to the duties and responsibilities of the Assignor pursuant
to the 1996 Lease and Licensing Agreement except as otherwise specifically set forth in
the City/Aragon Agreement.
5. The Assignee accepts the assignment by the Assignorto the Assignee of any
and all interest of the Assignor in and to the 1996 Lease and Licensing Agreement and the
Assignee does hereby assume the obligations of the Assignor pursuant to the 1996 Lease
and Licensing Agreement for all purposes whatsoever on the date hereof.
6. Assignee shall indemnify, defend, and holds harmless Assignor from and
against, and, upon demand, reimburse Assignor for, all Liabilities, including, without
limitation, reasonable attorney's fees and disbursements at trial and all appellate levels,
which may be imposed upon, asserted against, or incurred or paid by Assignor by reason
of or in connection with all matters occurring as of or subsequent to the date hereof relative
to or in any way reasonably related to the duties and responsibilities of the Assignor
pursuant to the 1996 Lease and Licensing Agreement.
7. Within thirty (30) days after a claim, demand, or proceeding is made or
instituted against a party indemnified pursuant hereto as to which the indemnified party
seeks indemnity ("Claim"), the indemnified party shall, at its option, either (i) tender the
Claim to the Indemnitor or (ii) give written notice of the Claim to the Indemnitor, stating in
such notice the nature of the Claim, date of payment or assertion of such Claim, summary
of settlement or litigation procedures, if any, and if known,the amount of the Claim. Notice
or tender shall be sent to the Indemnitor in the manner specified herein and shall be
deemed complete when sent. If an indemnified party has given notice of, but not tendered,
a Claim, the Indemnitor shall have the right, upon written demand provided by the
Indemnitor, to assume the defense of the Claim. Except as expressly provided in this
Paragraph 7, no Indemnitor shall be obligated to reimburse an indemnified party for any
amounts paid by settlement, unless the Indemnitor shall have provided prior written
consent thereto,orfor any amounts paid by reason of a default judgment if the indemnified
party has not timely tendered the Claim. The indemnified party shall agree to any
settlement or other disposition of any Claim, if so requested by the Indemnitor, provided
that the Indemnitor make any required payment to the adverse party in connection with
such settlement or disposition and the indemnified party is not bound by any other
equitable or other non-monetary terms (other than customary settlement terms such as
mutual releases). If the consent of the Indemnitor cannot be obtained, the indemnified
- 2 -
party may nevertheless settle or dispose of such Claim and shall be entitled to indemnity
• of a reasonable amount with respect thereto provided that such Claim has a bonafide basis
in law or is otherwise reasonable in relation to the anticipated costs, including, but not
limited to, monetary costs, reputational costs, and diversion of entity resources, of
defending the Claim.
8. No waiver, amendment, release or modification of any provision of this
Agreement shall be established by conduct, custom or course of dealing, and shall not be
effective unless it is in writing and signed by the party against whom it is asserted, and any
such written waiver shall only be applicable to the specific instance to which it relates and
shall not be deemed to be continuing or future waiver. No delay or omission in the
exercise of any right, power or remedy accruing to either party upon any breach by the
other party under this Agreement shall impair such right or remedy or be construed as a
waiver of any such breach theretofore or thereafter occurring.
9. This Agreement and the indemnity contained in this Agreement shall be
continuing, irrevocable and binding on each party as an Indemnitor and their successors
and assigns, and this Agreement shall be binding upon and shall inure to the benefit of the
parties indemnified and their successors and assigns.
10. Any notice, consent, approval or other communication given pursuant to the
provisions of this Agreement shall be in writing and shall be (i) mailed by certified mail or
registered mail, return receipt requested, postage prepaid, or (ii) sent by a nationally
recognized overnight courier, U.S. Post Office Express Mail, or similar overnight courier
which delivers only upon signed receipt of the addressee, and addressed as follows:
Assignee's Notice Address: City of Dania Beach
Dania City Hall
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
Attention: Ivan Pato, City Manager
With a copy to: Thomas J. Ansbro
City Attorney
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
Assignor's Notice Address: The Aragon Group, Inc.
P.O. Box 1107
Dania Beach, Florida 33004
Attention: Stephen F. Snyder, President
• - 3 -
With a copy to: Robert I. MacLaren, II
• Attorney at Law
Osborne & Osborne, P.A.
798 South Federal Highway
Suite 100
Boca Raton, Florida 33432
Except as otherwise provided herein, the time of the giving of any notice shall be the time
of receipt thereof by the addressee or any agent of the addressee, except that in the event
the addressee or such agent of the addressee shall refuse to receive any notice given by
registered mail or certified mail as above provided or there shall be no person available at
the time of the delivery thereof to receive such notice, the time of the giving of such notice
shall be the time of such refusal or the time of such delivery, as the case may be. Any
party hereto may, by giving five (5) days written notice to the other parties hereto,
designate any other address in substitution of the foregoing address to which notice shall
be given.
11. This Agreement constitutes the entire Agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the subject
matter contained in this Agreement.
12. This Agreement may not be amended except by a writing signed by both
• parties.
13. This Agreement shall be governed and construed as to interpretation,
enforcement,validity,construction,effect and in all other respects by the laws, statutes and
decisions of the State of Florida, without regard to its conflicts of laws provisions.
14. The parties hereto irrevocably and unconditionally (a) agree that any suit,
action, or other legal proceeding arising out of or relating to this Agreement or any other
agreement, shall be brought and maintained in the Circuit Court for the Seventeenth (17")
Judicial Circuit, in and for Broward County, Florida, or in the United States District Court
for the Southern District of Florida, or in any court in which a Claim is pending as to which
indemnity is sought under this Agreement; (b)consent to the jurisdiction of each such court
in any such suit, action or proceeding; and (c) waive any objection which it or they may
have to the,laying of venue of any such suit, action, or proceeding in any of such courts.
15. All provisions contained in this Agreement are severable and the invalidity or
unenforceability of any provision shall not affect or impair the validity or enforceability of
the remaining provisions of this Agreement.
16. Words of masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. This Agreement shall be interpreted
without regard to any presumption or other rule requiring interpretation against the party
• - 4 -
causing this Agreement or any part thereof to be drafted. Unless the context shall
• otherwise indicate, the singular shall include the plural as well as the singular number.
"Herein", "hereunder', "hereof', "herein before", "hereinafter' and other equivalent words
refer to this Agreement and not solely to the particular portion thereof in which any such
word is used; "any" means "any and all"; "include" and "including" each are without
limitation; "may not"and other negative forms of the verb"may"each are prohibitory; "will",
"must", "shall"and "should" each are mandatory; and "approve"or"consent" or"agree" or
derivations of said words or words of similar import, unless otherwise provided herein,
mean the prior approval, consent or agreement, in writing of the Person holding the right
to approve, consent or agree with respect to the matter in question.
IN WITNESS WHEREOF,Assignor and Assignee have executed and delivered this
ASSIGNMENT OF 1996 LEASE AND LICENSING AGREEMENT AND ACCEPTANCE
OF ASSIGNMENT as of the day and year first above written.
ASSIGNOR:
WITNESSES: THE ARAGON GROUP, INC. ,
a Florida corporation
Si nature - E _ ,- Stephen F. Snyder, President
• ATTEST
Sid,nature J .�
1 lk
_ Signature'
Print Name
Print Name
(CORPORATE SEAL)
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me 2006, by
Stephen F.Snyder as President and 4_ . }��- � s �< .- ', respectively,
`
of The Aragon Group, Inc., a Florida corporation, on behalf of the corporation.
personally known to me (or produced as-identification) and did (did
not) take an oath.
_ _ 1
NQTARY PUBLIC, State of Florida
My commission expires:
- 5 -
ASSIGNEE:
CITY:
CITY OF DANIA BEACH,
a Florida Municipal Corporation
ATTEST:
LOUISE STILSON ANNE CASTRO
CITY CLERK MAYOR
IVAR PATO, elT MANAGER
APPROVEp FOR FORM
AND CORRECTNESS:
TH MA EA SBRO
CITY A TORNEY
H:\LIBRARY\05\24250\Doc\Assignment.wpd
ASSIGNMENT OF LICENSE AGREEMENTS FOR DOCKAGE SPACE
. AND ACCEPTANCE OF ASSIGNMENT
THIS ASSIGNMENT OF LICENSE AGREEMENTS FOR DOCKAGE SPACE AND
ACCEPTANCE OF ASSIGNMENT is made and entered into as of the 1" day of March,
2006, by and between The Aragon Group, Inc., a Florida corporation ("Assignor")and The
City of Dania Beach, Florida, a Florida municipal corporation ("Assignee").
WITNESSETH:
WHEREAS, the Assignor and the Assignee entered into that AGREEMENT
BETWEEN THE CITY OF DANIA BEACH AND THE ARAGON GROUP INC with an
Effective Date of February 14, 2006 ("City/Aragon Agreement"); and
WHEREAS, pursuantto the City/Aragon Agreement,the Assignor is to deliverto the
Assignee an assignment of any and all interest of the Assignor in and to the all of the
License Agreements for Dockage Space entered into by and between Aragon and third
parties in effect on the date hereof, and an indemnification of the Assignee relative to all
matters occurring prior to the Closing Date, as defined in the City/Aragon Agreement,
relative to or in any way reasonably related to the License Agreements for Dockage Space;
and
WHEREAS, pursuant to the Agreement, the Assignee is to deliver to the Assignor
. an acceptance by the Assignee of the assignment by the Assignor to the Assignee of any
and all of the interest of Assignor in and to all of the License Agreements for Dockage
Space entered into by and between Aragon and third parties in effect on the date hereof,
the assumption by the Assignee of the duties and obligations of the Assignor pursuant to
all of the License Agreements for Dockage Space entered into by and between Aragon and
third parties in effect on the date hereof as of the Closing Date and subsequent to the
Closing Date, and the indemnification of the Assignor relative to all matters occurring on
and subsequent to the Closing Date relative to or in any way reasonably related to all of
the License Agreements for Dockage Space entered into by and between Aragon and third
parties in effect on the date hereof ; and
WHEREAS, the Assignor and the Assignee wish to comply with such obligations
and duties as set forth below.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein below, and other good and valuable consideration,the receipt
and sufficiency of which is hereby accepted, acknowledged and agreed by each of the
parties, Assignor and Assignee do hereby agree, as follows:
1. The foregoing recital are hereby ratified and confirmed by each of the parties
as being true and correct and are hereby incorporated into the body of this Assignment.
2. Any capitalized term used in this Agreement which is not expressly defined
herein shall have the same meaning ascribed thereto in the City/Aragon Agreement.
• 3. The Assignor does hereby assign to the Assignee any and all interest of the
Assignor in and to all of the License Agreements for Dockage Space entered into by and
between Aragon and third parties in effect on the date hereof to have and to hold the same
unto the Assignee, its successors and/or assigns, from the Closing Date of March 1 , 2006
through December 31, 2012.
4. Assignor shall indemnify, defend, and holds harmless Assignee from and
against, and,upon demand, reimburse Assignee for,all claims,demands, liabilities,losses,
damages,judgments, penalties, costs and expenses (collectively, "Liabilities"), including,
without limitation, reasonable attorney's fees and disbursements at trial and all appellate
levels, which may be imposed upon, asserted against, or incurred or paid by Assignee by
reason of or in connection with all matters occurring prior to the date hereof relative to or
in any way reasonably related to the duties and responsibilities of the Assignor pursuant
to all of the License Agreements for Dockage Space entered into by and between Aragon
and third parties in effect on the date hereof.
5. The Assignee accepts the assignment bythe Assignorto the Assignee of any
and all interest of the Assignor in and to all of the License Agreements for Dockage Space
entered into by and between Aragon and third parties in effect on the date hereof and the
Assignee does hereby assume the obligations of the Assignor pursuant to all of the
License Agreements for Dockage Space entered into by and between Aragon and third
. parties in effect on the date hereof for all purposes whatsoever on the date hereof.
6. Assignee shall indemnify, defend, and holds harmless Assignor from and
against, and, upon demand,..reimburse Assignor for, all Liabilities, including, without
limitation, reasonable attorney's fees and disbursements at trial and all appellate levels,
which may be imposed upon, asserted against, or incurred or paid by Assignor by reason
of or in connection with all matters occurring as of or subsequent to the date hereof relative
to or in any way reasonably related to the duties and responsibilities of the Assignor
pursuant to all of the License Agreements for Dockage Space entered into by and between
Aragon and third parties in effect on the date hereof.
7. Within thirty (30) days after a claim, demand, or proceeding is made or
instituted against a party indemnified pursuant hereto as to which the indemnified party
seeks indemnity ("Claim"), the indemnified party shall, at its option, either (i) tender the
Claim to the Indemnitor or(ii) give written notice of the Claim to the Indemnitor, stating in
such notice the nature of the Claim, date of payment or assertion of such Claim, summary
of settlement or litigation procedures, if any, and if known,the amount of the Claim. Notice
or tender shall be sent to the Indemnitor in the manner specified herein and shall be
deemed complete when sent. If an indemnified party has given notice of, but not tendered,
a Claim, the Indemnitor shall have the right, upon written demand provided by the
Indemnitor, to assume the defense of the Claim. Except as expressly provided in this
Paragraph 7, no Indemnitor shall be obligated to reimburse an indemnified party for any
• - 2 -
amounts paid by settlement, unless the Indemnitor shall have provided prior written
consent thereto, or for any amounts paid by reason of a default judgment if the indemnified
party has not timely tendered the Claim. The indemnified party shall agree to any
settlement or other disposition of any Claim, if so requested by the Indemnitor, provided
that the Indemnitor make any required payment to the adverse party in connection with
such settlement or disposition and the indemnified party is not bound by any other
equitable or other non-monetary terms (other than customary settlement terms such as
mutual releases). If the consent of the Indemnitor cannot be obtained, the indemnified
party may nevertheless settle or dispose of such Claim and shall be entitled to indemnity
of a reasonable amount with respect thereto provided that such Claim has a bonafide basis
in law or is otherwise reasonable in relation to the anticipated costs, including, but not
limited to, monetary costs, reputational costs, and diversion of entity resources, of
defending the Claim.
8. No waiver, amendment, release or modification of any provision of this
Agreement shall be established by conduct, custom or course of dealing, and shall not be
effective unless it is in writing and signed by the party against whom it is asserted, and any
such written waiver shall only be applicable to the specific instance to which it relates and
shall not be deemed to be continuing or future waiver. No delay or omission in the
exercise of any right, power or remedy accruing to either party upon any breach by the
other party under this Agreement shall impair such right or remedy or be construed as a
waiver of any such breach theretofore or thereafter occurring.
• 9. This Agreement and the indemnity contained in this Agreement shall be
continuing, irrevocable and binding on each party as an Indemnitor and their successors
and assigns, and this Agreement shall be binding upon and shall inure to the benefit of the
parties indemnified and their successors and assigns.
10. Any notice, consent, approval or other communication given pursuant to the
provisions of this Agreement shall be in writing and shall be (i) mailed by certified mail or
registered mail, return receipt requested, postage prepaid, or (ii) sent by a nationally
recognized overnight courier, U.S. Post Office Express Mail, or similar overnight courier
which delivers only upon signed receipt of the addressee, and addressed as follows:
Assignee's Notice Address: City of Dania Beach
Dania City Hall
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
Attention: Ivan Pato, City Manager
With a copy to: Thomas J. Ansbro
City Attorney
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
• - 3 -
Assignor's Notice Address: The Aragon Group, Inc.
0 .0
P.O. Box 1107
Dania Beach, Florida 33004
Attention: Stephen F. Snyder, President
With a copy to: Robert I. MacLaren, II
Attorney at Law
Osborne & Osborne, P.A.
798 South Federal Highway
Suite 100
Boca Raton, Florida 33432
Except as otherwise provided herein, the time of the giving of any notice shall be the time
of receipt thereof by the addressee or any agent of the addressee, except that in the event
the addressee or such agent of the addressee shall refuse to receive any notice given by
registered mail or certified mail as above provided or there shall be no person available at
the time of the delivery thereof to receive such notice, the time of the giving of such notice
shall be the time of such refusal or the time of such delivery, as the case may be. Any
party hereto may, by giving five (5) days written notice to the other parties hereto,
designate any other address in substitution of the foregoing address to which notice shall
be given.
11. This Agreement constitutes the entire Agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements and
010 understandings, both written and oral, between the parties with respect to the subject
matter contained in this Agreement.
12. This Agreement may not be amended except by a writing signed by both
parties.
13. This Agreement shall be governed and construed as to interpretation,
enforcement,validity,construction,effect and in all other respects by the laws,statutes and
decisions of the State of Florida, without regard to its conflicts of laws provisions.
14. The parties hereto irrevocably and unconditionally (a) agree that any suit,
action, or other legal proceeding arising out of or relating to this Agreement or any other
agreement, shall be brought and maintained in the Circuit Court for the Seventeenth (17`h)
Judicial Circuit, in and for Broward County, Florida, or in the United States District Court
for the Southern District of Florida, or in any court in which a Claim is pending as to which
indemnity is sought underthis Agreement; (b)consent to the jurisdiction of each such court
in any such suit, action or proceeding; and (c) waive any objection which it or they may
have to the laying of venue of any such suit, action, or proceeding in any of such courts.
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15. All provisions contained in this Agreement are severable and the invalidity or
unenforceability of any provision shall not affect or impair the validity or enforceability of
the remaining provisions of this Agreement.
16. Words of masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. This Agreement shall be interpreted
without regard to any presumption or other rule requiring interpretation against the party
causing this Agreement or any part thereof to be drafted. Unless the context shall
otherwise indicate, the singular shall include the. plural as well as the singular number.
"Herein", "hereunder", "hereof', "herein before", "hereinafter" and other equivalent words
refer to this Agreement and not solely to the particular portion thereof in which any such
word is used; "any" means "any and all"; "include" and "including" each are without
limitation; "may not"and other negative forms of the verb"may"each are prohibitory; "will",
"must", "shall"and "should"each are mandatory; and "approve"or"consent"or"agree"or
derivations of said words or words of similar import, unless otherwise provided herein,
mean the prior approval, consent or agreement, in writing of the Person holding the right
to approve, consent or agree with respect to the matter in question.
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IN WITNESS WHEREOF,Assignor and Assignee have executed and delivered this
ASSIGNMENT OF LICENSE AGREEMENTS FOR DOCKAGE SPACE AND
ACCEPTANCE OF ASSIGNMENT as of the day and year first above written.
ASSIGNOR:
WITNESSES: THE ARAGON GROUP, INC. ,
a Florida corporation
Signatures , Stephen F. Snyder, President
QZPririt ame —j f r f ATTEST:
t /
Signature
Signature
Print Name ~
Print Name
(CORPORATE SEAL)
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me on); ,ia 2, , 2006, by
Stephen F. Snyderas President and,_,-rr�, E. , respectively,
of The Aragon Group, Inc., a Florida corporation, on behalf of the"'corporation. He.is ,
�personali kna� _ _ ( p ) u.- (d_ _.
or produced as identification and did did
not) take an oath.
`4
v N...OTARY PUBLIC;` State of..Florida
My commission expires:
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ASSIGNEE:
CITY:
CITY OF DANIA BEACH,
a Florida.Municipal Corporation
ATTEST:
LOUISE STILSON — ANNE CASTRO
CITY CLERK MAYOR `
IVAN,,PATQ"`C1yTY MANAGER
l
1
APPROVED FOR FORM
AND CORRE9�T,N, SS:
\. 4 ,
1
THOMAS AN8BRO
CITY ATTORNEY
H:\LIBRARY\05\24250\Doc\Assignment.Dockage.wpd
• - 7 -
CLOSING STATEMENT
• Assignor: The Aragon Group, Inc., a Florida corporation
Assignee: City of Dania Beach, Florida, a Florida municipal corporation
Closing Date: March 1, 2006
Pursuant to the AGREEMENT BETWEEN CITY OF DANIA BEACH FLORIDA AND THE
ARAGON GROUP, INC. ("City/Aragon Agreement")at the Closing,the Assignee is to pay
to the Assignor the First Quarterly Installment of the Annual Installment Payment as
defined therein, reduced by the Closing Date Reduction, as defined therein.
First Quarterly Installment $21,250.00
Closing Date Reduction
(59 days at $232.87671) - $13,739.73
Gross amount due from Assignee to Assignor $ 7,510.27
As the Assignor has received the Security Deposits and Prepaid Dockage relative to March
1, 2006 and thereafter, in the net amount of$38,649.76 ("Advance Payment Amount") as
reflected on the SECURITY DEPOSITS AND ADVANCED PAYMENTS CERTIFICATION
delivered by the Assignor to the Assignee at the Closing, a copy of which is attached
hereto, which Advance Payment Amount will be retained by the Assignor, the Assignee is
to receive a credit against the "Gross Amount due from Assignee to Assignor" as shown
above and against the April 1, 2006 Quarterly Installment and the July 1, 2006 Quarterly
Installment such that the April 1, 2006 Quarterly Installment will be in the amount of zero
(-0-) and the July 1, 2006 Quarterly Installment will be in the amount of$11,360.51 . The
Advance Payment Amount has been reduced by an amount equal to the total of the
Delinquent Dockage payments for the period of time prior to the Closing that have not been
received by Assignor. It is anticipated that all such payments will be received by Assignee
subsequent to the Closing. In any and all events, in the event any portion of such
Delinquent Dockage payments have not been received by the City by January 1 , 2007,
then,the Assignee shall receive a credit against the January 1, 2007 Quarterly Installment
equal to the amount of such Delinquent Dockage payments that have not been received
by January 1, 2007.
Pursuant to the City/Aragon Agreement, the Assignee is responsible for and shall pay any
amount due as the FAU obligations relative to the period commencing as of the Closing
and thereafter.
WITNESSES: THE ARAGON GROUP, INC. ,
a Florida corporation
By:
Siture Stephen F. Snyder, President
, n e
'ur c/
Print ATTEST:
�t u;re
Clinton E. J. Morris, Secretary
Print Name
(CORPORATE SEAL)
CITY OF DANIA BEACH,
a Florida Municipal Corporation
ATTEST:
LOUISE 87TILSON- ANNE CASTRO
CITY CLERK MAYOR
IVAN PATO, Cl`fY MANAGER
APPROVED FOR FORM
AND CORREOTNESS:
THOMASV.'AO8'8kO
C
CITY AT ORNEY
H:\LIBRARY\05\2425OkDoc\ClosingStatement.doc
SECURITY DEPOSITS AND ADVANCED PAYMENTS CERTIFICATION
Pursuant to Paragraph 10B of the AGREEMENT BETWEEN THE CITY OF DANIA
BEACH, FLORIDA, AND THE ARAGON GROUP, INC., by and between the City of Dania
Beach, Florida, a Florida municipal corporation, and the Aragon Group, Inc., a Florida
Corporation, with an Effective Date of February 14, 2006, The Aragon Group, Inc., a
Florida corporation, hereby certifies to the City of Dania Beach, Florida, a Florida municipal
corporation, that as of March 1, 2006 the following security deposits and prepaid dockage
have been received:
Delinquent
Boat Slip No. Party Security Deposit Prepaid Dockage Dockage
A01 Ron Anania $600.00
A02 John Soutar $640.00
A03 Jim Lewis $640.00
A04 Felix Figueroa $640.00 $335.00
A05 Sol & Diane Lesh $212.00 $3,070.84 paid to
12/31/06
A06 Robert Ringuette $670.00
A07 James Hughes $640.00
A08 James Harrison $245.00
A09 Harry Kulubis $640.00 $335.00 paid to
3/31/06
A10 Howard Steven $610.00 $670.00
A11 Neil Cinege $212.00
Al2 Arthur Drago $670.00
A13 James Barron $212.00
A14 Roger St. Martin $540.00 $335.00
B01 Jim Lopilato $540.00 $335.00 March
2/9/06
B02 Chris Archibald $590.00
a
Delinquent
Boat Slip No. Party Security Deposit Prepaid Dockage Dockage
B03 Lee Borkowski $640.00 $335.00
B04 Michael Ribustelli $610.00 $335.00 paid to
3/31/06
B05 Edward Catsos $610.00 $335.00
B06 Donald Hulle $610.00
B07 James Hartley $610.00
B08 Leif Gren $670.00 $3,377.92 paid to
2/28/07
B09 Marcos Cevalleos $610.00
B10 Joseph Wentzel $245.00
B11 Brad Nelson $320.00
B12 Brad Nelson $540.00
B13 Brad Nelson $640.00
•
B14 David Inman $400.00
C01 Greg Beyer $245.00 $335.00
CO2 Duncan Smith $540.00
CO3 Ted Vougiuklakis $670.00
C04 Carlo Barrocas $560.00 $335.00
C05 Charles Gowans $610.00 $335.00 paid to
3/31/06
C06 Ron Hedges $270.00 $335.00
C07 James Baldino $590.00
C08 Lawrence Hill $640.00
C09 Joseph Levelis $540.00
C10 Thomas Myers $610.00
- 2 -
Delinquent
Boat Slip No. Party Security Deposit Prepaid Dockage Dockage
C11 Robert Roman $670.00
C12 Lee Savarese $640.00
C13 Michael Celusnek $640.00
C14 Michael Cooper $640.00
D01 Thomas Clifford $250.00 $150.00
D02 Mitchell Cole $250.00
D03 Christine Faust $290.00 $150.00
D04 Richard Armstrong $115.00
D05 Grits Kacens $250.00
D06 Christopher Jones $280.00
D07 William Barragam $290.00
D08 Ernest Sorrentino $290.00
D09 Thomas Schommer $290.00
D10 Steven Mosher $290.00 $150.00
D11 Harvey Shoaff $290.00 $150.00
D12 Rozalia Heuer $250.00 $150.00 paid to
3/31/06
D13 William Feuerman $290.00
D14 John Harland $300.00
D15 William Murdocj $290.00
D16 Victor Hernandez $290.00
D17 Douglas Merskin $290.00
D18 Heinz Heller $300.00
- 3 -
Delinquent
• Boat Slip No. Party Security Deposit Prepaid Dockage Dockage
D19 Mike McCloskey $-0-
D20 Gina Ciaramella $290.00 $150.00
D21 John Jacobsen $290.00
D22 Michael Farrell $290.00
D23 Tony Kallas $280.00 $150.00
D24 Eric Dahl $280.00
D25 Robert Gaylord $290.00
D26 Joel Saretsky $300.00
D27 Ilardo Sabatino $290.00 $300.00
D28 Marc Fromberg $290.00 $1,375.00 paid to
12/31/06
D29 Brian Tonks $290.00
D30 Edward Montgomery$290.00 $150.00
D31 Roberto Debs $290.00 $150.00
D32 Leonardo Naveiras $290.00
D33 James Hall $290.00 $150.00
D34 Charles Lynch $290.00 $1,465.00
D35 Robert Williams $290.00
D36 Dale Cook $290.00 $300.00
D37 Paul Rymarquis $300.00
D38 Mark Modzelewski $290.00
D39 Ruth Hollingsworth $300.00
D40 Tom Howe $115.00
- 4 -
Delinquent
Boat Slip No. Party Security Deposit Prepaid Dockage Dockage
D41 Rosaire Desgagnes $290.00
D42 Michel Turpin $290.00
D43 Charles Divito $-0- $485.00
D44 Michael Hyman $290.00
D45 Ernesto Ochoa $290.00
D46 John Hines . $290.00
D47 Alan Leifer $290.00 $150.00
D48 John Levitt $300.00
D49 Norman Neimiller $290.00
D50 Peter Bouchard $580.00
TOTAL $36,401.00 $9,313.76 $7,065.00
and that as of the March 1, 2006 no advanced payments for any period of time beyond the
current month, with the specific exception of Security Deposits and Prepaid Dockage as
reflected above, have been received by The Aragon Group, Inc., a Florida corporation.
WITNESSES: THE ARAGON GROUP, INC. ,
a Florida corporation
17
gbature ,{ `. Stephen F. Snyder, President
Print N��r'�re ;� ATTEST
i atu'-e
P f `•
Signature
Print Name '
Print Name
(CORPORATE SEAL)
H:\LIBRARY\05\24250\Doc\SecurityDeposits.wpd
- 5 -
V v _ Manager
1 R . .
� � W 0
Sea ,9' ir -?)Iarina
IIIIIIIIIIIII\\��..
Marina: Office:
101 N. Beach Rd. P.O. Box 1107
Dania, FL 33004 Dania, FL 33004
`\ (954)922-5600 (954)927-2841
TO: ALL CAPTAINS/OWNERS OF DOCK SLIPS OF SEAFAIR MARINA
FROM: SEAFAIR MARINA
DATE: March 1, 2006
This will advise you that on March 1, 2006 Seafair Marina transferred and assigned
all of its interest in the Seafair Marina to the City of Dania Beach, Florida, a Florida
municipal corporation. Accordingly, all future payments should be made pursuant to
instructions received from the City of Dania Beach, Florida. Similarly, all inquiries should
be directed to the City of Dania Beach, Florida, and in the manner requested by the City
f Dania Beach, Florida.
Best regards.
SEAFAIR MARINA
By:
Stephen Scott Floyd
Dockmaster/Manager
0
SEAFAIR MARINA
STAFFING LEVEL AND COMPENSATION SCHEDULE
Number
Position of Emps Hours/wk Name Compensation
Dockmaster/Manager 1 10 Steve Floyd 8.5% of Dockage
Collected
Security Guards 6 24 Louis Dembeck $6.40/hr.
16 Robert Wagner $6.40/hr.
40 Larry Stass $6.40/hr.
40 Anthony Stass $6.40/hr.
24 Tom Howe $6.40/hr.
24 Ronald Zurek $6.40/hr.
168
Maintenance 1 4 Louis Dembeck $50.00
Benefits available to Full Time Employees
Health insurance Vista Helthplans: HMO 1520E Plan
Dental insurance Compbenefits/OHS: S-100 Plan
Life insurance Kansas City Life term insurance benefit = $10,000
Paid vacation 2 weeks per year
i
Searfair Marina
Staffing - Description of Duties
Dockmaster
Manage security guards and maintenance
Manage boaters - deal with their issues
Rent docks
Collect receivables, prepare deposits
Bookkeep the accounts receivable, maintain rented/vacant schedule and security
deposits
Arrange for liens on delinquent boats
Contract/work with vendors for repairs and maintenance, approve payment
Inspect dock upon departure, arrange refund
Security Guards
Man the guard shack
Walk the docks hourly
Notify boaters if there is a visible problem with their boat
Notify Dockmaster if problem with docks
Call BSO if necessary
Phone duty - answer basic questions, refer to Dockmaster for rental or other
• Pick up light debris around property
Supervise access to parking lot - only Seafair Boaters, Guests, Dive Boat
Patrons allowed
Maintenance
Clean bathrooms, empty garbage, etc.
H:\LIBRARY\05\24250\Doc\StaffingSchedule.wpd
• - 2 -