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Home My WebLink AboutItem #06 - Discussion Itemjb CItY OF MIAMI. FLORIOA iNlrER,OFFicE MEMORANDUM to Mayor and Members of the CAIrF N vomber 14, 1900 FILE City commission 5u Management Agreement for Miamarina rROh1 Ric -"hard L. Fdsmben RLF9:RENI.F_:i City Manager ENCLOSURE; The attached report from the Finance Department indicates that both appraisals of the management agreement indicate the City is not receiving a fair return. In light of this information, the Commission has several choices available. The first would be to direct the administration to continue negotiations with New World Marinas, Inc., to develop a return to the City that meets the minimum requirements as outlined by the appraisers. In the alternative, the Commission could reject the contract with New World Marinas, Inc. and direct the Commission to reevaluate the proposals. If the Commission directed us to negotiate with New World Marinas, Inc. and we were unable to achieve the minimum return as outlined by the appraisers, the third alternative would be to begin negotiations with the second ranked bidder, which in this case is Biscayne Recreation Management Co. It is my recommendation that we attempt to negotiate a contract with New World Marinas, Inc. which meets the minimum requirements as outlined by the appraisers. If this is not possible, we should reject the contract and seek new proposals. The first meeting in January should be established as a deadline for either successfully negotiating a contract with New World Marinas, Inc. or rejecting their contract and initiating the process for new bids. clay ol` ' IAN41. FI_OR10A , IN i ER•OFFIC:E tiiCMORANbUM TO ki.chard Poaften :.t�. November l0, 1080 FILE City Manager Management Agreement for Miamarina New World Marinas/ Inc. r rR;7M Carlos Garcia '.F.r'.'7+.h.:ES Acting Mirector Finance Departmen +C�=15, R!'S Copy of management Agreement, and Summary The Management Agreement for Miamarina ' with New World marinas, Inc., is on the agenda for discussion only, and for any other questions the Commission may raise: The attached copy of the proposed management agreement between New World Marinas, Inc., and the City of Miami reflects minor changes incorporated after a discussion and review by the City Commission of the proposed management agreement on February 12, 1980. All changes have been negotiated between the staff and New World Marinas, Inc's repre- sentatives. A comprehensive summary of the terms and conditions of this agreement is also attached. This management agreement in its present form contemplates the City's, as well as New world's responsibilities, and incorporates changes suggested by the Waterfront Board after their vote, all of which were acceptable to New World Marinas, Inc. The Waterfront Board recommended the proposed management agreement in their vote, taken January 23, 1980. Pursuant to the requirements of the Waterfront Charter Amendments the City Commission. on March 19, 1980, awarded contracts for professional services to evaluate the management agreement for Miamarina to Slack, Slack, & Roe, Inc., and Peat, Marwick► Vitchell & Company. Letters were sent to those firms accepting their offer of services. However, on April 2, 1980, the firm of Slack, Slack, & Roe, Inc., withdrew from the assignment. On April 10, 1980, the City Commission then awarded a contract for professional services to the next lowest proposal from the firm Real Estate Research Corporation. The City has received the appraisal reports which indicate that the City of Miami will not receive a fair rate of return under the terms_ of the Miamarina Management agreement. Attached are copies of the appraisal reports of Peat, Marwick, Mitchell & Company and Real Estate Research Corporation for your review. 2O.11 ►,i7 h1 AQN Ovc !!3teal, �.t .. r MIAMARINA MANAGEMENT AGREEMENT - SUMMARY OF PROPOSED CONSIDERATION BID : CONTRACT : PEAT, :REAL ESTATE CITY OF NEW WORLD : NEW �;'ORLD : MARWICK & RESEARCH : MIAMI MARINAS : MARINAS : 14ITCHELL ; CORP. TERM : 20 yr• : 4 yr• : * no comment 4 yr. OPTION : 20 yr. : 4 yr : no comment ; 4 yr• MINIMUM ' GUARANTEE $40,500 $40,500 * no comment ; $40,500' OR : OR : : : OR PERCENTAGE 10.5% • 10.5% : ** 200 15-20"% OF GROS DOCKAGES : ($0 - : (*o $750,000) $450,000) : (no limit) (no limit) • ' 15.0% • 17.0% ($750,001- ($450,001- ; $1,000,000) $550,000) 20.010" 22.0% ; :($1,000,000 : ($550,001- ; :ant greater):and greater): PLUS PLUS PLUS FUEL SALES $.025/gal. :no comment $.025/gal. $.025 gal. NON -DOCKAGE : 10e gross :no comment 50 gross So gross CONCESSION �, ,, FEE 25,E gross : no comment 25% gross 25,E gross fees ; tees fees ; Peat, Marwick & Mitchell Report - states that 4 years with a 4 year option is " not consistant with industry trends." However, they go on to say that no comparable marina management agreements can be found, and they do not indicate where their "trends" are being shown, nor do they indicate what term would be acceptable. * Peat, Marwick & Mitchell recommend complete reversal of the contract concept. It is their recommendation that the City collect all the revenue and pay the operating expenses and give New World Marinas a management fee of 55" of the gross dockage fees. f `? SUMMARY OF MIAMARINA MANAGEMENT AGREEMENT TERM FOUR YEAR, (4) PERIOD WITH SEMI ANNUAL RATING OE MANAGEMENT, OPERATIONS AND MAINTENANCE. IF RATINGS ARE SATISFACTORY TO THE CITY THEN NEW WORLD HAS PREFERENTIAL RIGHT AND OPTION TO RENEW FOR FOUR (4) MORE YEARS. USE SMALL BOAT PORT, MARINA, AND RECREATION FACILITY SERVICES MAY INCLUDE: DOCKAGE AND MOORINGS RECREATIONAL WALKWAYS, FISHING AREAS, MARINE EXHIBITS SECURITY TV SYSTEM AND SERVICES BOAT RENTALS SHOWER AND RESTROOM FACILITIES CONCESSIONS SUCH AS ICE, BAIT, AND TACKLE, FUEL, MINOR REPAIRS AND OTHER RELATED SERVICES WITH APPROVAL. CONSIDERATION MINIMUM ANNUAL GUARANTEE TO CITY $40,500.00 OR 10.5`v of ALL ANNUAL GROSS "DOCKAGE RECEIPTS" UP TO $450,000.00 DOLLARS AND 170% OF ANNUAL GROSS "DOCKAGE RECEIPTS" BETWEEN $450.000.00 AND 550,000.00 DOLLARS. AND 22 OF ALL ANNUAL GROSS "DOCKAGE RECEIPTS" OVER $550,000.00 DOLLARS. i RESAICW i ORPORATION Forte Plata,1401 0ritkell Avenue, Miami, Florida 33131 (305) 371-4671 July 170 1080 Mr. Willi= H. Harrison Lease Management City of Miami 85 S.W. 1st Street Miami, Florida 33130 Dear Mr. Harrison: This letter is to confirm our discussion Friday, July 11, 1980, concerning our conclusion on the Management Agreement for The. .° Miamarina. I brought out at that meeting that we felt that the main determinent in whether or not the agreement was fair was the percent of gross dockage received by the City. In our opinion, if the gross dockage percent charged by the City were raised so that the percent of gross dockage received by the City were near the 20ro level, then this agreement would be comparable with the other agreements reviewed, and the Miamarina Management Agreement would be fair. I hope this letter will clarify our conclusion. JFW/ers Sincerely, REAL ESTATE. -RESEARCH CORPORATION ` awes F. White, III Senior Appraiser MEMINERS:AMERICAN INSTITUTE OF REAE ESTATE A►►RMSERS Offices throughout the U.S. • Subsidiary of first Chicago Corporation ,® iL READ ESTATE RESEARCH CORPORATION Forte Pla2a,1401 Britkell Avenue, Miami, Florida 31131 (305) 377.4671 July 171, 1080 Mr. William H. Harrison Lease Management City of Miami 85 S.W. 1st Street , Miami, Florida 33130 Dear Mr. Harrison: This letter is to confirm our discussion Friday, July 11, 19800 concerning our conclusion on the Management Agreement for The. Miamarina. I brought out at that meeting that we felt that the main determinent in whether or not the agreement was fair was the percent of gross dockage received by the City. In our opinion, if the gross dockage percent charged by the City were raised so that the percent of gross dockage received by the City were near the 20% level, then this agreement would be comparable with the other agreements reviewed, and the Miamarina Management Agreement would be fair. I hope this letter will clarify our conclusion. JFW/ers Sincerely, REAL ESTATE. RESEARCH CORPORATION /— 4 P 7— �Lsiy► awes F. White, III Senior Appraiser MEMIERS:AMERICAN INSTITUTE OF REAL ESTATE APPRAISERS Offices throughout the U.S. • Subsidiary of First Chicago Corporation I IR IN { t 7 � t TO IF CONCESSION PROPERTIES ARE TAXED, CITY OR NEW WORLD MAY DEFEND AT CONCESSIONAIRES EXPENSE, IF FACILITY IS TAXED, NEW WORLD AND CITY SHALL- DEFEND, IF FACILITY IS FINALLY JUDGED TO BE TAXABLE FOR REASONS OTHER THAN THE MANAGEMENT AGREEMENT, THEN TAXES ARE SPREAD TO TENANTS, IF FACILITY IS FINALLY JUDGED TO BE TAXABLE BECAUSE OF THE MANAGEMENT AGREEMENT THEN TAXES ARE SPREAD TO THE TENANTS TO THE EXTENT RATES DO NOT EXCEED THE AVERAGE IN OTHER MARINAS OF SIMILAR QUALITY IN DADE COUNTY. IF TAXES CAUSE RATES TO EXCEED AVERAGE THEN NEW WORLD PAYS EXCESS OR AGREEMENT IS TERMINATED AND CITY REIMBURSED NEW WORLD LEGAL EXPENSES AND COURT COST INCURRED BY THIS ACTION. .1 NEW WOItLb MARINAS, M. MANAOMCNT AGRMENT PREAMBLE 1. DESCRIPTION OF PREMISES TO RE MANAGED 2, TERM 3. USE 4, CONSIDERATION SCHEDULE 5. PERMITS AND LICENSE 6, CUSTODIAL SERVICES 7. CONFORMITY TO THE LAW 8. CITY'S RIGHT TO EXAMINE PREMISES 9. DOCKAGE RATES 10. PAYMENT OF UTILITIES 11. MAINTENANCE 12, HURRICANE AND EMERGENCY 13. WATER TAXI AND TRAM STATION 14. INVENTORY 15. MANAGEMENT SERVICES 16. PERFORMANCE BOND 17. OWNERSHIP OF IMPROVEMENTS 18. DAMAGE OR LOSS TO NEV WORLD'S PROPERTY 19. DESTRUCTION 20. INDEMNIFICATION OF THE CITY BY NEW WORLD 21. ADVERTISING 22, DEFAULT 23, RULES AND REGULATIONS 24. TAXES 25. LAWSUITS — RENT STRIKES 26. PARKING 27. CONSTRUCTION 28. NOTICES 29, CONFLICT OF INTST 30. INSURANCE NEW WORLD MARINAS, INC. MANAGEMENT AGREEMENT for MIAMARINA 11 QN c NEV WORLD MAINAS, INC. 'M1ANAOMXT AGREEMENT PEEAM= 1. DESCRIPTION OF PREMISES TO $E MANAGED 2. TERM 3s USE 4. CONSIDERATION SCHEDULE 5, PERMITS AND LICENSE 6. CUSTODIAL SERVICES 7. CONFORMITY TO THE LAW 8. CITY'S RIGHT TO EXAMINE PRE41 SES 9. DOCKAGE RATES 10, PAYMENT OF UTILITIES 11, MAINTENANCE 12. HURRICANE AND EMERGENCY 13. WATER TAXI AND TRAM STATION i AANAG NT AGAMMENi THIS MANAGEMENT ACREEnNT entered into this day of- 19800 by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, hereinafter referred to as CITY, and NEU VORLb MARMAS, INC., a corporation organized and existing under the laws of the State of Florida, hereinafter referred to as NEW WORLD, WITNESSETHt WHEREAS, the CITY OF MIAMI constructed MIAMARINA in 1970 for the public purpose of providing a small boat port and marina facility and a recreation area for the public; and WHEREAS, the CITY has operated MIAMARINA for the public purpose of pro viding a facility for marine transportation and public recreation; and WHEREAS, the CITY recognizes that MIAMARINA is now and shall continue to be operated for the public purpose of providing a recreational facility and port and marina transportation facility for the public, all of which are proper services for the allocation of public funds; and WHEREAS, the CITY is desirous of continuing to have MIAMARINA operated for these public purposes, and is desirous of enhancing the public use of these facilities, and is desirous of developing and existing facilities into a full service marina and port facility for the benefit of public marine transportation and the public in general, and is desirous of beautifying MIAMARINA'S existing facilities; and WHEREAS, the CITY Commission, after requesting the public for proposals to accomplish these goals and reviewing the proposals submitted, adopted Motion M-78-535 on July 28, 1978, authorizing and directing the CITY Manager to negotiate a management contract with NEW WORLD MARINAS, INC., for the operation of MIAMARINA; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the partlao herein covenant and agree as follows: 1 31, VATSON ISLAND MARINA INTERIM MANAOtHtNT 32a TIME OF ESSENCE 33, ATTORNEYS f FEES AND COSTS 34, RIGHT TO AUDIT RECORDS 35, REVISIONS DUE TO BOND ORDINANCE 36, NON -ASSIGNABILITY CLAUSE 376 REPRESENTATION BY CITY 38, CAPTIONS 39, ENTIRE AGREEMENT f r b. Operation of the racreationai walkways to which the public must be allowed full and free access, except where boats are docked, and operation of designated fishing areas, marine exhibits, and marine oriented attractions. c. Sale of bait, tackle and ice, d. photographic services incidental to the boating public's needs. e. Central minor repairs and servicing of boats while docked or moored in the water only. No boats or craft shall be removed from the water at the facility for repairs or maintenance. (This service shall be nonexclusive). f. Sale of new and used boats and motors. The display of which shall be limited to not more than five per cent of the slips, but may be increased with the approval of the City Manager. These slips occupied by New World Marina shall be assessed at the prevailing rate of similar situated boats and made a part of gross dockage receipts as defined in paragraph 4 of the agreement. g. Sale of nautical gifts, marine accessories, hardware and sundries. h. Closed circuit TV master antenna system for the docks and moorings and a security service. Marina users shall be charged for actual use of these services. Installation charges shall be.! borne pro-rata by users who benefit. i. Boat rentals other than sport fishing chartering. J. Facilities for marine shuttle and taxi service to serve Watson Island, downtown Miami and Dade County. k. Information Center and telephone, mail and messages services. 1. Sale of fuel. m. Shower and restroom facilities for the use of persons docking and mooring boats. a. Launch service for moored boats subject to City Manager's approval. All other related services and the concessionaires for the services in (f), (g?, (l)• and (1) shall be subject to the approval of the City Manager, which shall not be unreasonably withheld, and shall be deemed granted unless rejected wi.thiu thirty (30) days of submission. The CITY and NEW WORLD agree that NZW WORLD shall have the 04;luslve right to provide the above services on the managed promises, 3 +CC NS LbBRATI�M SCHEDUILE As consideration for the right to manage the said premises throughout the periods of this Agreemento NEW VoRL'0 does hereby covenant and agree to pay to the CITY from grata receipts a minimum annual guarantee of $400500,00 doliara, or the precentages specified below in Sections Al h, and C, whichever maybe greater. A: 10,52 of the annual "gross dockage receipts", hereinafter defined as all income collected by NEW WORLD from dockage and moorings at the managed premises, up to $450,000.00, B. 17% of the "gross dockage receipts" between $450,000601 and $550,000.00. C. 22% of all annual "gross dockage receipts" over $550,000,01 received by NEW WORLD from its management of the docks and moorings on the said premises. In addition, NEW WORLD shall pay to the CITY, the following: A. Two and a half cents ($0.025) per gallon of 'fuel sold by NEW WORLD or its concessionaires from the premises. , B. 10% of all annual "gross non -dockage receipts" received by NEW WORLD from its own operations at the managed premises, which shall be defined as income other than income from dockage or moorings, income from the sale of fuel, or income from con- cessionaires which are not owned, operated or financed by NEW WORLD. However, should NEW WORLD not contract with a concessionaire for the sale of boats and motors itself, any amount received by NEW WORLD from such sales shall be included in "gross non -dockage receipts" only to the extent of any net profit received by NEW WORLD from such sales. C. Not less than 25% of all annual "gross concessionaire receipts", hereinafter defined as income collected by NEW WORLD from con- cession agreements with concessionaires not owned, operated or financed by NEW WORLD for concessions on the premises run by con- cessionaires independent of NEW WORLD and shall not in any way be construed to mean that income included in the terms "gross dockage receipts" or "gross non -dockage receipts" Finally he following items shall be deducted from "gross dockage receipts", 4 It "gtcss h8t=-l6ckage teceipta" sad "gross concessioftsita t6cai0ft"! all taxes (#wept taxes on fuel), and/or utility charges imposed by law, of by a utility which shall include charges for gas, vatet, aleetticity, telephone$ savage and waste, or a utility authority, which are the re- sponsibility of NEW WORLD to collect or pay and are payable in the same atiounts to a taxing authority or a utility, as herein above defined, or a utility authority by NV WORLD and any amount received from collection thereof. The consideration shall be paid as follows: NEW WORLD shall deliver on or before the 15th day of each month, beginning with the second month of this Agreement, continuing during the effective period thereof, and each and every month thereafter, at the office of the Department of Finance of the CITY, or at such other place as may be designated thereafter by the CITY, ones -twelfth (1/12) of the minimum guarantee along with any amount due from the sale of gasoline and amount of consideration attributable to the "gross concessionaire receipts" and "gross non -dockage receipts' derived by NEW WORLD from the management of the premises during the month immediately preceding. Along with said payment, NEW WORLD shall provide a state- ment, in certificate form signed by a duly authorized officer of NEk' WORLD, setting forth the amounts of the "gross dockage receipts", j "gross non -dockage receipts", "gross concessionaire receipts", the quantity of fuel sales, and any additional detail as the Director of Finance of the CITY may prescribe. Within thirty (30) days of each annual twelve (12) month period, ending in January, during the effective term of this agreement NEW WORLD shall pay to the CITY such additional sums, if any, as may be necessary to provide the CITY with the balance of the consideration provided for under this Agreement. S, PERMITS AND LICENSES NEW WORLD shall obtain all permits and licenses necessary for the development and proposed operation and management of MIAMARINA and CITY shall join in and use its best efforts to assist herein, 6, CUSTODIAL SERVICES NEW WORLD shall furnish all waintenance supplies for housekeeping and shall provide all custodial and janitorial services required to maintain the managed premises in a clean, sanitary and presentable condition during the time uhioh NNW WORLb, by virtue of this Agreement, tsanages the #aid premises. 7• CONV RMITY TO LAW NEW WORLb covenants to comply with all laws, ordinances, regu- lations and orders of Federal, State, County, and Municipal authorities pertaining to the managed premises and operations theron. NEW WORLD.furtherr covenants and agrees that it will not discriminate as to race, color, creed, sex or national origin its the use of the managed premises or in the employment of its personnel. 8. CITY' S RIGHT TO EXAMINE PRLMISES NEW WORLD shall make available for inspection by the CITY Manager or his deignee all areas of the property under its control, at any time, for any purpose the CITY Manager deems necessary, or incidental to or connected with the performance of the CITY'S duties and obligations hereunder. An employee of NEW WORLD shall join in all inspections of the premises. 9. DOCKAGE RATES Dockage rates to be assessed by NEW WORLD against Marina Tenants and users shall be subject to approval by the CITY Manager or his designated representatives, said approval not to be unreasonably t withheld, but shall be increased and to the same extent as any assess ment of any new or additional sales, use, property, tourism or other tax which in any way affects the obligations of NEW WORLD or marine patrons. The dockage rates shall not exceed those charged at other marinas of comparable quality situated on public lands within a 50 mile radius of Miamarina, however, the City Commission shall have the right to authorize the CITY Manager to assess dockage fees in excess of those charged at said comparable facilities. Additionally, NEW WORLD shall be permitted to require marina tenants to pay for utility facilities and services, to meet the cost of the utility bills, provided such additional charges are approved by the CITY Manager, which approval shall not be unreasonably withheld. City taxpayer discounts shall be applied at the established rate. 10, PAYMENT OF UTILITIES NEW WDnD shall be responsible for the payment of utilities control4l`d and utilised by it on the managed premises, with the exception b x Of utilities used by the CITY at parties centtActing with the CITY. The CITY Will not provide telephone service for the managed premises. 11. MAINTENANCE During the term hereof, NEW WbALD shall+ to the satisfactioa of the CITY Manager of the CITY of Miami, operate the premises in good condition. The standard to be used shall be consistent With the operation of a first class Marina and this Agreement. NEW WORLD shall provide normal and routine main- tenance of the facility, designed to keep the managed premises in a good state of repair, free from hazardous conditions and deterioration. NEW WORLD agrees to spend $15,000.00 in each twelve month period of this Agreement to provide routine +maintenance to the managed premises. 12, 11URRICANE AND EMERGENCY The CITY shall, during any emergency such as hurricane, flood, fire or any type of disaster, cooperate with NEW WORLD for the security of the managed premises. The CITY shall use its best efforts during an emergency to safeguard the said premises. 13. WATER TAXI AND TRAM STATIONS In the event the CITY decides to provide or grant a franchise to provide a Tram or People -mover System for the MIAMARINA area, the parties agree to establish a station and roadway for access for said system on the premises, so long as the same does not unreasonably interfere with the operation of NEW WORLD under this Agreement. Any cost in adjusting, utilizing and insuring the site used to accommodate said system shall be borne by the CITY or its franchisee, as the case may be. In the event the CITY decides to provide or grant a franchise for Water -borne transportation to and from the MIAMARINA area to other locations In the CITY, NEW WORLD agrees to provide free embarking and disembarking facilities for said water -borne transportation. Any cost adjusting, utilizing and insuring the site used to accommodate said system shall be borne by the CITY or its franchisee, as the case may be. Location of said facilities as described above are to be mutually agreed upon by the parties. No other free use of the managed premises shall be permitted unless approved by the CITY Manager is Writing, as it relates to Watert- 7 and Tram service. 14.!VO4TORY All fixtures, furnishinga, furniture, and equipmant, if any, in of upon the managed premises will be inventoried before occupancy by NEW WORLD, and said inventory will be attached hereto and made a part hereof within fourteen (14) days of the execution of this Agreement, NEW WORLb agrees that the fixtures, furnishings, furniture and equipment are in the condition as stated in the inventory; that NEW WORLD has personally inspected and assisted in the taking of said inventory; that NEW WORLD will maintain the fixtures, furnishings, furniture, and equipment, if any, during the term of this Agreement at its sole cost and expense; and that said property shall be deemed in its sole custody and care. That in the event any of the aforementioned items are lost, stolen or damaged, they shall be replaced or repaired at the cost and expense of NEtd WORLD, ordinary wear and tear excepted, during the terms of this Agreement. Upon the expiration of this Agreement, NEW WORLD shall quietly and peaceably redeliver said inventory to the CITY. 15. MANAGEMENT SERVICES This Management Agreement establishes NEW WORLD as the manager and operator of the managed premises, and subject to this Agreement, any person dealing with NEW WORLD shall have the right to rely fully on its power and authority to bind the premises with regard to the use and occupancy thereof, excepting, however, NEW WORLD shall not have the authority to encumber real or personal property except as provided in this Agreement. The parties hereto intend that NEW WORLD shall be an independent contractor, and the employees and agents of NEW WORLD shall attain no rights or benefits under the Civil Service or Pension Ordinances of the CITY, nor any rights generally afforded classified or unclassified employees of the CITY, nor shall NEW WORLD or its employees be entitled to Florida Workmen's Compensation benefits as employees of the CITY. NEW WORLD shall have the sole control of the manner and means of performing this Agreement subject to NEW WORLD complying with the terms of this Agreement, NEW WORLD shall have full power and authority to take all actions to bring about an efficient operation of the marina and to maintain it as a first class marina, except for actions specifically prohibited in this Agreemr and those.prohibited by general law. NEW WORD shall have the exc1twive authority to hire and discharge all of its employees necessary for the operation of a wwrina facility and to fix their compensation and privilcges. 16. PERFMANCE t6n NEW WORLD shall furnish an adequate performance bond or an irrevocable letter of credit conditioned upon the terms of this Agreement in an amount of not less than Forty Thousand Five Hundred Dollars ($404500.00) guaranteeing the performance of this Agreement. This bond or the irrevocable letter of credit shall remain in effect for the duration of this Agreement. 15, OWNERSHIP OF IMPROVEMENTS All improvements, fixtures and equipment constructed or installed at the facility or purchased with CITY funds which may include revenue bonds shall be owned by the CITY. NEW WORLD shall have title to all personal property purchased with NEW WORLD'S funds. Upon the expiration or termination of this Agreement, title to the property, all permanent improvements, fixtures and equipment purchased with CITY funds shall be peacefully surrendered and delivered to the CITY. Title to and the right to move personal property shall remain vested with NEW WORLD, except such property and fixtures as may be attached to or on the marina facility which shall become the property of the CITY. 18. DAMAGE OR LOSS TO NEW WORLD'S PROPERTY NEW WORLD assumes all risk of damage or loss to its property for any cause whatsoever, which shall include, but not be restricted to, any damage or loss that may occur to its merchandise, goods, or equipment, covered under this Agreement, if lost, damaged or destroyed by fire, theft, rain, water or leaking of any pipes or waste water in or about said managed premises, or from hurricane or any act of God, or any act of negligence of any user of the facilities, or occupants of the managed premises, or any person whomsoever. 19. DESTRUCTION In the event the managed premises shall be destroyed or so damaged or injured by fire, hurricane, decay or any other casualty, during the life of this Agreement, whereby the managed premises shall be rendered untenable, then the CITY shall render said premises tenable by repairs within ninety (90) days. During any period of reconstruction any consideration made by NEW WORLD to the CITY shall be reduced proportionately to the time required to render the repairs. In the event the said premises are substantially destroyed or so damaged or Injured by fire, hurricane, decay, or any other casualty that the paid premises cannot rendered tenable or the CITY elects not to repair or replace Within the ninety (90) day period of time so act forth, or such additional period of time as agreed to by NEW WORLDS then this Agroment shall be terminated at the Option of NV WORLD and the consideration paid by REV WORLD to the CtTy shall be payable only to the date that said premises were tendered untenable and than only to the extent apecified hereinabove, and any insurance proceeds paid to either party as a consequence of the destruction of the property shall be shared by the CITY and M14 WORLD as their intetest may appear. 20. INDtMNIMATION OP THS CITY RY NMI WORtb NEU' WORLD covenants and agrees that it shall indemnify and save harmless the CITY from and against any and all claims, suits, actions, damages or causes of action arising during the term of this Agreement for any personal injury, loss of life, or damage to property sustained in or on the managed premises, by reason of or as a result of the 14NI WORLD'S management thereof, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees expenses and liabili— ties incurred in and about the defense of any such claim and the investigation thereof, provided, however, that before NEW WORLD shall become liable for said cost, NEW WORLD shall be given notice, in writing by the City Manager, that the same are about to be incurred and shall have the option itself to make the necessary investigation and employ counsel of NEW WORLD'S own selection for the necessary defense of any claims. The CITY may, at its option, retain its own counsel at its sole cost and expense, in addition to the provisions as hereinabove set forth. 21. ADVERTISING NEW WORLD agrees to undertake an aggressive advertising program to inform the public of the availability and services of the marina, and CITY agrees to use its best efforts, through its Publicity Department and other departments, to assist NEW WORLD in promoting the public use and enhancement of the marina. Further, NEW WORLD shall undertake, with the City Parks and Recreation Department, to erect appropriate signs designed to assist and direct the public to the marina and its services. NEW WORLD agrees to Work with area merchants and businesses to develop an integrated program of auxiliary services, such as, hotel accommodations, car rentals,.restaurant and laundry services for marine users. 22, DEFAULT If NEW WORLD shall neglect or fail to perform or observe any of the terms, provisions, conditions and covenants herein Contained, for s perio; ►hirty (30) days after the receipt by NEW WORLD or written notice t4 F r ire. ftom the City RAftAget of euth neglect of failure, NLW WORLD shall be amideted to be in defaults At the C TY'S aption, and Vithaut further notice at demand to NEW 'GORLD, may enter into possession for the managed premises Arid all improvements and property thereon. In the event of default# NEV WORLD shall forfeit its performance bond as provided for in paragraph number 16. 23, RULES AND HOULAT1CNS NEW WORLD agrees to provide rules and regulations subject to the approval of the City Manager for the conduct of vessel owners and others using the managed property. Such rules shall be furnished to each and every user, tenant, or concessionaire and shall be prominently displayed in the Dock ?Master's office. Approval of such rules and regulations shall be obtained from the City Manager or his designee, which approval shall not be unreasonably withheld. 24. TARES The parties agree that the management and operation of the Managed Premises and those operations convenient or necessary therefore are public purposes and, therefore, no ad valorem taxes should be assessed by the Dade County Tax Appraiser. If, however, taxes are assessed by said property appraiser, the parties agree: A. Assessment upon or against concession properties. In the event that the property tax appraiser assesses taxes upon or against such portion r or portions of the lands subject to this management Agreement as are in control of concessionaires, or upon which concessionaires are situated, in the performance of any concession agreement hereunder, the parties agree that at the request of and at the expense of any such concessionaires, the parties may defend against such assessment on behalf of such concessionaires. The extent of such defense by the parties shall be as reasonably requested by such - concessionaires, provided further, however, that at all times the parties have first determined that the said concessionaires requesting such defense or requesting the joiner of such defense will fully and completely pay the costs and expenses of such defense as may be incurred by the parties or either of them, including court costs and reasonable attorneys fees incurred by the parties or either of them in such defense and provided further that the said coacess' lnaires requesting auch a contest of assessment Bally and completely indounify and save the parties ,jointly and separately harmless from say and all cl. charges or indebtedness resulting from the conduct of such it deie"t't 'a'titd eontest in the event the same is not sueceasfuls All concession agreements entered into betwdtn NEW SOW) and its concessionaires shall through appropriate language incorporate the terms and conditions of this covenant. B. Assessmea t against the marina property, fn the event takes are assessed against the premiaes upon which docks, piers, Moorings, and any other properties devoted to marina use and upon which the tsarina is located, as well as all improvements thereto, both real or personal, as well as pro- perties upon which the marina administrative facilities are located, the parties hereby agree as follows: 1. Both parties agree to cooperate fully with each other to contest and defend against said assessment. Said contest and defense shall, at the option of NEW WORLD or the CITY, be conducted at the administrative level, i.e., before the tax appraiser, the tax appraisement adjustment board, or any successor organization, and before the Courts to such extent and to such level as NEW WORLD or the CITY shall determine. 2. The costs and expenses including reasonable attorneys fees , which are incurred by the parties, as well as such taxes which have been assessed or paid during the course of the litigation contesting said taxes, shall be included as an increase in the dockage rates, as more fully referred to in paragraph 9 of this Agreement. 3. If final adjudicatory action, i.e., the final order of the highest tribunal before which the property assessment issue has been submitted for determination, administrative or judicial results in a determination that such assessment is lawful and that the taxes are due and such determination is based upon reasons other than the existence of this Management Agreement, then, it is agreed that all real property taxes, county, school board, and municipal, shall be included as an increase in the dockage rates as set forth in paragraph 9. 4. In the event the final adjudicatory action declares the assess - went lawful and the taxes to be due and payable solely due to the existence of this Management Agreement, then it is agreed that the amount of said taxes shall be included as an increase in the makeup of the dockage rates, as set forth in paragraph 90 provided, however, that the effect of such inclusion doer. no -ause dockage rates to exceed the average rates charged for dockage and moorings of all other marinas of similar quality on public lands situated Vithin mile radius of Miamarina in Dade County, In the event the effect of such taxes is to increase the rates beyond such limitation, then, the CITY 12 r- `AV tt.&Aate this Management Agreement on ninety (90) days written notice to Y NEW W ALD by reimbursing NEW W ALD'S legal expenses and Court costs ineutrad in this section, or NEW WORLDS at its options may absorb the tax liability over the average dock rate. 5, The eeonmic effect of such property taxes shall be eofnputed annually and made a part of the dockage rate with such adjustment as MAY be rewired to confbm to the terms of this Agreement 25, LAWSUITS - RENT STRIKES If and in the event a lawsuit is brought by any party against the NEW WORLD and/or the CITY, which in substance arises out of the signing of this Agreement, then the parties agree to mutually defend said lawsuit. If said lawsuit results in a temporary delay of NEW WORLD'S management, this Agreement shall be extended by the amount of time caused by the delay. If and in the event that there is a tenant strike or a similar strike or refusal to pay rent or lawsuit of any type or nature in which rental payments are placed in any escrow account or in any court fund, NEW WORLD shall be relieved of its obligation to pay the percentage requirement and minimum annual guaranty in Section 4 hereof until such sums are released' to and/or obtained by NEW WORLD. This provision shall not permit a reduction in the amount of consideration required to be paid, but only a temporary delay of the required payment. 26. PARKING The CITY agrees to provide as a minimum 44 spaces of exclusive parking for NEW WORLD'S utilization, as set out in Exhibit C attached hereto and made a part hereof. NEW WORLD shall not charge a parking fee. 27, CONSTRUCTION NEW WORLD shall make no addition, alteration, or adjustment to the managed premises, or shall not apply for construction permits of any kind without first having obtained the written consent of the City Manager of the CITY, which shall not be unreasonably withheld. All requests shall be in Writing and shall include plans and specifications pertaining thereto. All permits must be received from the appropriate governmental agencies prior to undertaking any repairs, alterations, additions or improvements. All perma: altercations, improvements or repairs made or installed by NEW WORD shall become the property of the CITY upon the expiration of this ManaSement Agreemeat. 13 N Additional pilea of moorifigs my be added of installed only after apptoval is obtained from the City Managers ahieh shall not be unteasonabiy withheld, as outlined above. NV WOM shall abide by empetitive bidding eoneepts as well as the State Statute governing deaign professionals (f`.S. 287) if any improvetebts are Made by NN WORLD to the t=nanaged pretiseab 28, NOTICES addresses: All notices and payments shall be sent to the patties at the following The CITY MANAGER City of Miami, Florida P. 0. Box 330708 Miami, Florida 33133 NEW WORLD New World Marinas, Inc. C/o Thomas R. Post, General Counsel 1021 City National Bank Building 25 West Flagler Street Miami, Florida 33130 The CITY or NEW WORLD may change such mailing addresses at any time upon giving the other party written notice. All notices under this Agreement must be in writing and shall be deemed to be served when delivered to the address of the addressee and a receipt therefor obtained. 29. CONFLICT OF INTEREST No stockholders, directors, employees of NEW WORLD, or members of their families, shall have any interest in any business which supplies NEW WORLD with goods or services in connection with dockage without advice to and consent of the City Manager, but said individuals may have an interest in marine exhibits located at the managed premises. It is understood and agreed that NEW WORLD'S attorney, THOMAS R. POST, Esquire, is also a stockholder of NEW WORLD and that he, or his firm, may, in addition to receiving any profits or dividends declared, be compensated at his regular rate as an operating expense, deducted from dockage revenues, in connection with any of NEW WORLD'8 needs or rigs: and obligations arising out of or in connection with the provisions of i.s Agreement. NEW WORLD agrees not to transfer, assign, or sell any corpL ack to any principal or stockholder of any other corporation rep- 14 � t twining a management agroad"t with the City of Miami for marina facilities located an public land@ in the City of Miami.. so. INSgy, NEW WORLD @hall maintain in full farce and effect during the to m of this Agreement the following insurance: A. public Liability Insurance in the amounts of not less than $1,000,000.00 per occurrence for death or bodily injury or not less than $100*000,00 per occurrence for property damage. B. Automobile Liability Insurance covering all owned, non-ovned, and hired licensed vehicles in the amounts of not less than $100,000.00 per accident and $300,000.00 per occurrence for bodily injury and $10,000.00 property damage. C. The CITY shall be named as an additional insured under the policies of insurance required under this Agreement. D. The CITY shall be given at least thirty (30) days advance written notice of cancellation of said policies or any material modifications thereof, E. Certificates of insurance shall be filed with the Finance Department, Risk Management Division of the CITY or Miami. F. The insurance coverage required shall include those classi- fications as listed in standard liability insurance manuals, which most nearly reflect the operations of NEW WORLD. G. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and must be rated at least "A" as to management and Class "10" as to financial strength, all in accordance with A.M. BEST'S KEY RATING GUIDE, latest edition. A. The CITY and NEW WORLD reserve the right to amend the insurance requirements as circumstances dictate in order to protect the interest of the CITY in this Agreement. I. NEW WORLD shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate NEW WORLD has obtained insurance in the type• amount, and classifications as required for strict compltance with this coveosut. 15 i i aATgc�t l L ►RD MARINA Igtkt� MANI (GEM�Vff RN Woktb shall manage and operate the CI 'S Watson Wand Matins docking facilities aet forth In Rtrhibit "R", as part of this Managetent Agreement, on an intetim basis pending the development of Watson Island, No further capital itivestthent should be Made at this facility in accomplishing said management of pretuises. if the facility is found to be uninsurable by NEW WORLDO their NEW WORLD shay request that the CITY Commission close this facility. Dockage revenues from this facility are to be Considered as "Gross dockage revenues" included in and made a part of paragraph 4 of this Agreement entitled "Consideration Schedule". 32. TIME OF ESSENCE Time for the occurrence of performance of each and every event herein shall be of the essence unless otherwise indicated. 33. ATTORNEYS' FEES AND COSTS In the event that it is deemed necessary for either party to file a lawsuit in the appropriate court of law in order to enforce any of -the terms or provisions of this Agreement, then the prevailing party shall be entitled to reasonable attorneys' fees and costs, including those incurred in appeals. 34. RIGHT TO AUDIT RECORDS NEW WORLD shall maintain books and records in sufficient detail to meet acceptable accounting practices. Said books and records shall be accessible to the CITY at reasonable times, on three (3) days notice to NEW WORLD. NEW WORLD grants to the CITY the right and authority to audit all records, documents, and books pertaining to the management operation at the Miamarina. 35. REVISIONS DUE TO BOND ORDINANCE The parties agree that this Agreement shall be revised to the extent necessary, in the opinion of underwriters for the CITY, of its revenue bonds, to reflect provisions in the Bond Ordinance as may be necessary or desirable to make the revenue bonds marketable. In no event shall the provisions respecting the amount of the management fee payable to NEW WORLD be changed. 36, NON -ASSIGNABILITY CLAUSE :"his Management Agreement may not be assigned by NEW WORLD without pri a—roval of the City ?tanager. Any assignment, transfer or conveyance of st• parties who are not stockholders as of the date of this Agreement 16 r Hh10i ,- `Agmed An assigtn@ ftt taquiting the City Managet'A prior AWOVA s An Assigtmnt subjeet to the testtietian eantained hetain shall not lftdlude An Assignment to the personal reptesentAtive of A deeeased stockholder of to said stockholder's estate or heir& provided% howavet, thAt A subsequent trAnsfet, assignment or conveyance from the stoekhoidet'e estate or heir 'to A third party who is not A stockholder as of the date of this Agreement shall requite such approval. Also excluded from the operation of the restrictions of this clause shall be assignments, transfers or eonveyanceA between and amongst persons who are stockholders as of the data of this Agreement or membets of their immediate family. 37. REPRESENTATION BY CITY CITY warrants and represents that it has full power and authority to enter into this Management Agreement under the Constitution and Laws of the State of Florida and Ordinances and Resolutions of Dade County and City of Miami, and that all conditions and things required by the Constitution and Laws of the State of Florida, Dade County and the City of Miami to happen, exist and be performed precedent to the signing of this Management Agreement have happened, exist and have been performed as so required. 38. CAPTIONS The captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or.:prescribe the scope of this Agreement of the intent of any provision thereof. 39. ENTIRE AGREEMENT The provisions of this Agreement constitute the entire contract between the parties and no prior agreements or representations shall be binding upon any of the parties unless incorporated in this Agreement. No modification, release, discharge, or waiver of any of the provisions hereof shall be of force and effect unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties herein have executed this Agreement the day and year first above written. ATTEST: - CITY -CLERK A?pROVJ& ajo TO FORM AND CORRECTNESS UIVNW77 CITY OF MIAMI, FLORIDA, a municipal corporation CITY MANAGER NEW WORD MARINAS, INC., a Florida corporation. �y FREMENT (SM)rr��TT AT MIArfAii3tdA x Commence at the intersection of the southerly right-of-way line of "N. E. 6 STREET" with tba westerly aright -of -way sine of x. "AISCAYN9 BOULEVARD". Said intersoction being glso tha northeast corner of Block 61 N of A. L. kNOWI:IOHIS MAP OF MIAMI'% as recorded In Plat gook "B" at Page 41 of the public Records of Done County, Florida,, -thence along the easterly extension of the southerly right- of-way line of said N.E. 6 Street N 880 06' 18" E 962.6 feet to its t intersection with the northerly extension of the westerly face of the basewall of a mezzanine walkway. Said intersection being 373.5 feet westerly from the intersection of the last described course - with the "DADE COUNTY BULIMAD LINE" as recorded in Plat Book 74 At page 18 of the Public Records of Dade County, Florida; thence along said northerly extension S to 4 3'-02" E 100.0 feet.to the point of intersection with the southerly right-of-way line of 'PORT BOULEVARD"I as recorded in-O.R. 6811' Page 240 Easement from City of Miami to Dade County, said point of intersection being also the point of beginning of the hereinafter described leased Area. •Thence along said northerly extension and along the face of said basewall which is parallel with and 16.7 feet westerly of the face of the existing westerly bulkhead of Miamarina'Basin S 10 43' 02" E 631;0 feet to the beginning of a curve concave to the northeast having a radius of 156.63 feet; thence along said curve southerly and southeasterly 180.4 feet through a central angle of 650 591 40" to the end of said curve; thence continue along the face of said basewall F 67o 42' 42" E 388.7 feet; thence* S 870 431 3211 E 34.7 .. fact • ^ U *ntereaction with A line parallel with and tl.Q Dot iy of the face of the existing •southcasterl•y concrete Rxhibit A-1 n 0 n ' 1 c bulkhead of Miamarina basin; thence alone said parallel N 248 09' 3811 t 46.4 Meet to an angle point in the bottom of the at+eps of the Miamarina Aastaurantt thence continue alone the bottom of said bteps which are quasi parallel with and 15 lest Northeactr erly from the face of the southeasterly concrete bulkhead of • i Miamarina basin N•26 $ 0 48" E 73.3 foots thence continue along said bottom o•t'� stepa s quasi -parallel with and 15 • feet southeasterly n Alone said bottom of steps, and along Its easterly extension quasi - parallel with and 15 feet southerly 8 870 051 02" E 61.0 feet to Its intersec tion with. the face of the base -wall, of the dumpater, and maintenance building of said "MIAMARINA flESTAURANT". Thence along the, :face of said basewall which is quasi -parallel with and .111 feet from the Pace of the existing southeasterly concrete bulkhead of Miamarina Basin N 25°.231 48" E 69.3 feet to the most northerly corner of said building; thence along the northeasterly face or said building S 64° 361 12" E 36.0 feet; to its intersection with a f line 50,0 feet parallel with and southeasterly of the face of the existing southeasterly bulkhead of Riamarina Basin; thence along said parallel line N 250 231 48" E 439.2 Peet to its intersection with the southeasterly face of the most Northeasterly planting bed or said Miamarina; thence along said southeasterly face S 870 061 12" E 33.4 feet to its intersection with the•northeast- erly face of the most northeasterly wall of said Hiamarina. 1aid ti .Nall being also 5 reet southwesterly of and parallel with the most northeasterly face of concrete bulkhead of Miamarina, thence along paid lace of Kali S 420 061 12" 8 91.0 feet to•ah angle point of said wall; thence continue along maid wall 5 Peet northwesterly or and parallel with the most southeaster3y Pace of concrete bulkhead of Miamarina racing Biscayne Days 8 �50 231 48" N 713.0 feet to its intersection with the moot southerly race or concrete bulkhead or Miamarina racing Biscayne Day; aaid/BWheelatEr-JAC also 65 rest northwesterly or and parallel with the said "pade County Bulkhead t„ ILine"; ' alone oalct southerly bulkhead 8 87" 46s 12" r 3205. reef: • 9 to its intersection with a line 25 feet southeacterly of and parallel with said post loutheAut+erly face of concrete buMeadl thence &Iona said parallel litre N 250 23' 46" C 73LA feet to its intersection with a line 35 feet northeaster* of and parallel with said most northeasterly bulkhead; thence along said parallel line N 4264061 12" W 178,2 feet to its inters etion with a line" no feet northeasterly of and parallel with the center line'of the most northeasterly pier, (Pier A or l); thence along said parallel line N 6415 341 22" W $80.6 feet more or less to its Intersection with the easterly extension of the right-of-way line .of said# "PORT BOULVAM"; thence along said extension and along .said right-of-way line which is quasi -parallel with and 3.0 feet southerly of the face of the existing northerly bulkhead of Miamarina Basin S 880 061 lB" W 390.7 feet to the point of beginning. It is specifically excluded from the aforementioned description. The Brea leased to County Wide Commercial Laundries, Inc. tl� hit A-3 • :1 •, 1 Ems• MIAMARINA MY Of MIAMI • EXHIBIT A•d a �I� • ~ + A N � N R� serer «a ji, gr* • • • • • • • • • •� 1 D oil -T- T T _ • • • • see • • • • • • • • • •• •• ••• •• , _ _ • A so W It so Odr f4w if, Ow IWO A •' f _ f staaurert .ASspcdates, Inc, Ond County Wide Commercial ' .ndr :w, , re specifically excluded from the managed premises• , • ��•�'tG�r'•• .�itipq•ri•` •�t`'+�:tir,"��' �_r(►� r.,� ''1tt, 6.��.}t ��.�^:',+r .f� ,'�i•S�'� �ijjx��s�t�•• .�+ � It�N�T tT-'.� �i'��{� i��►•�•►tir�"/'�`t�1•j (. 5 } s� r t:S. 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