HomeMy WebLinkAboutItem #08 - Discussion Item">..
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-c ki.chard L. Fosmoen
City Manager
W
,":'rY OF MIAM1. rLO PIDA
iiJrt"�i?-C:=t=1�:r �Yt��.1��i3ANL�UM
Novomber. 12, 1980 \ �,s.e
= hinner Key Marina Management Agreement
to
o �o
�, ;• Carlos Cajrcia
Acting Director ✓ ,`
Finance Department .; _ 0
t {i
it is recommended that the City Manager
be authorized ,to e:cecute the management a
agreement between Biscayne Recreation
Development Company and the City of� `
Miami for the management of the Dinner
Key marina complex subject to the terms
and conditions contained therein.
The Waterfront Charter Amendments provide a prohibition upon the leasing of or
the making of management contracts for any City waterfront property with private
firms or persons, which would not result in a fair return to the City based on
two independent apprasials.
The City has contracted for and has now received two independent appraisals of
the Biscayne Recreation Development Company Management Agreement for the Dinner
Key Marina.
The M.A.I. Appraisal Firms of Real Estate Research Corporation and F. Robert
Quinlivan indicate iiL their appraisal. reports the City is receiving a fair rate
of return pursuant to the terms and conditions contained in the management
agreement.
A copy of the appraisal report from F. Robert Quinlivan which was authorized by
the City Conrnission at its September 15, 1980, meeting is attached for your review.
�Ill�l1.�
A RESOLUTION AUTHORIXING THE CITY MANAGER TO
EXECUTE THE ATTACHED AGREEMENT EETWEEN
RISCAYNE RECREATION DEVELOPMENT COMPANY AND
THE CITY OF MIAMI FOR THE MANAGEMENT OF THE
DINNER KEY MARINA COMPLEX SUBJECT TO THE
TERMS AND CONDITIONS CONTAINED THEREIN:
FURTHER, ACKNOWLEDGING THE RECEIPT OF TWO
TNDEPENDENT APPRAISALS INDICATING THE CITY
OF MIAMI IS RECEIVING A PAIR RATE OF RETURN
PURSUANT TO THE WATERFRONT CHARTER AMENDMENTS
UNDER THE TERMS AND CONDITIONS OF SAID
MANAGEMENT AGREEMENT, i=
WHEREAS, the City Commission at its July 24, 1979, meeting adopted
Resolution No. 79-563 which provided a prohibition upon the leasing of or the
making of management contracts for any city waterfront property with private
firms or persons, which would not result in a fair return to the City based
on two independent appraisals; and
WHEREAS, the City Commission at its April 10, 1980, meeting adopted
Resolution No. 80-273 awarding a contract for professional services to conduct
an appraisal of the Management agreement for Dinner Key Marina to Real Estate
Research Corporation, M.A.I. appraisal firm; and
WHEREAS, the City Commission at its September 15, 1980, meeting adopted
Resolution No. 80-646 awarding a contract to M.A.I. appraiser F. Robert
Quinlivan , for professional services, to conduct an appraisal of the manage-
ment agreement for Dinner Key Marina; and
WHEREAS, the City has now received two independent appraisals of the
Biscayne Recreation Development Company Management agreement indicating the
City of Miami is receiving a fair rate of return under the terms and conditions
of said agreement for the Dinner Key Marina;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. That the City Manager is hereby authorized to execute the
attached agreement between Biscayne Recreation Development Company and the City
of Miami for the management of the Dinner. Key Marina complex subject to the
terms and conditions contained therein; Further, acknowledging the receipt of
two independent appraisals indicating the City of Miami is receiving a fair
rate of return pursuant to the Waterfront Charter Amendments under the terms
and conditions of said management agreement.
Page i of 2
PASSED AND ADOPTED this , .. _._ __.- day Of _.. .__.._ .__._..—►i0SO.
ATTEST:
CITY CLERK
PREPARED AND APPROVED BY:
ASSISTANT CITY .ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
GEORGE F. KNOX, JR., CITY ATTORNEY
Page 2 of 2
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MNAGE IENT AGRtEIIENT
TRiS MRnIMIENT made and entered into this day of
danuaty, 1919, by and between the City of h;iami, a Municipal
,Corporation of the State of Florida, hereinafter referred to
as "'The City" and Biscayne Recreation Development Company, a
Florida Corporation, hereinafter referred to as "The Cormpany",
W I T N E S S E T H t
WHEREAS, The City currently owns and operates the
property and facility commonly }mown as the Dinner Key
;farina; and
WhEREAS, The City Commission desires to have private
initiative and enterprise reconstruct and red!velop the
Dinner Key .farina site into a first class operating r„ar ina;
and
Mi!:REAS, The Cit,, has advertised for Public Proposals
for the lease and operation of the Dinner Key :farina; and,
WHEREAS, The Company along with several other proposers
made public proposals in accordance with the "bidding"
documents; and
t1!EREAS, The Company offered to renovate and design a-
new marina facility with private capital; ancz
WHEREAS, The City now desires to finance the reconstruc-
tion and development of the marina with monies from revenue
bonds in order to keep the interest cost of repayment to a
minimum in consideration of lower dockage rates for t-anants
and in order not to encumber said premises with a long term
possession contract, and
tiHE''REAS, The City has rejected all proposals for a
long-term lease and operation of Dinner Key marina; and
�,FiEFt F,S, The City Commission directed tk.e fanagL!7 to
negotiate a short-term management contract: with DisCaync:
Recreation Devel.Qpment Company; and
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WgtAtA8# The Company is both desirous and capable of
COnstruCtion management, and Management & operation of the .
facilities at said marina; and
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WHEREAS, The City and The Company have negotiated this
Agreement;
NOW THEREFORE, for and in consideration of the premises
and the mutual covenants hereinafter contained to be observed
and performed, the parties hereto agree as follows:
1. DESCRIPTION OF PRENIISES
The parties hereby agree that an accurate description
of the managed premises, hereinafter referred to as "The
Facility", "Property" or "Premises", is shown on exhibit "A"
attaches: hereto and made a part hereof.
2. TERM
Basic Term
The Term of this Agreement shall be for a period of.`
ten (10) years including the time for permitting and construc-
tion. Agreement shall cor,"hence on the day of.
, 198
L. �yu:fe.,:ential Right to Renew
-l:i= t_Qinpdny shall have a preferential right and option
to renew this Agreement upon the same terms and conditions
at the of the initial term for a (5) year period provided
as follows:
The City :hall rate The Company on its operation at
least two (2) times per year at six (6) month intervals. The
rating shall be based upon the condition of the docks and
piles and the maintenance and cleanliness of the grounds and
facilities. The ,ompany shall be entitled to its preferen-
tial right and c tion to renew if its ratings have been
generally satisfuctQry for the initial term this Agreement.
The s;:all give The City notice of its intent to
exercise this right at least sixty (60) days prior to the
expiration of the Agreement.
W 2 W
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cr Cooperation with Consulting thgineers
The Company shall cooperate with such consulting engineers,
or other consultants, as inay be designated by engineers
under the fond Ordinance, in making an annual inspection of
the Marina facilities and reporting their findings as to
whether such facilities have been maintained in good repair,
working order and condition, and their recommendations as to
' Ai) changes, if any, in the operation, repair and maintenance*
of th- `.ir-li.ties during the ensuing fiscal year and an
estimate of the cost therefor, and (ii) the amount that
should be deposited during the ensuing.fiscal year to the
credit of the Renewal and Replacement Fund, and (iii) any
revisions of rates, rents, fees and charges.
3. USE
The Co-_pany, as the management agent for Thd City,
shall be the exclusive agent of The City and shall operate
the Facility during the term of this Agreement. For the
consideration provided in paragraph four herein, The Company
shall the property for a small boat port, marina and
recreational facility, offering dockage and other marina .'
relat:ec Farvices, for the use of and by the general public.
Services shall include but not be limited to the following:
a. Dockage and mooring of boats.
b. A boat ramp facility, which shall be open to the
Dublic and for which no charge shall be made,
C. ...)wer and restroom facilities for use by those
ns docking and mooring boats.
d. Clc ad circuit T.V. security system for the docks,
e, Security system for moorings,
f. Sailboat, charter boat and co:^.mercial boat rentals.(I)
g, Coir ?_rated laundry facilities.
h, Ma n:..,ance of landscaping, perimeter walkway and
,l.i: .� ..c
t alo o_. iit, tackle and ice.
j, of marine hardware,
The City re>t;ins -'or itself the right to control s ilboat eo,nc,.ss o;,s ar
the p,resert =:)ca an at Droner hey or at 5ucl fug re loeatio:; as p+ro-
vided within the dGvc 1 or,Mentplan for Ain,er rev Mar::a,
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k. Sale of take-out food and beverages including beer.
Sale of fuel.
fib. Launch services for moored boats.
n. toat sales and boat brokerage, provided, howeVe,
that a maximum of five percent (5%) of the total
number of slips shall be used for such purposes.
o. All other related services in accordance with City
.i of Miami Zoning Ordinance and subject to the approval
of the City Manager, which shall not be unreasonably
withheld.
The Company further agrees that during each year of the
terms of this Agreement and any extensions thereof, pier 5, or
any equivalent pier, shall be made available to such party as
The City may designate as its contractor for purposes of con-
ducting two annual Boat Shows. The fees charged by The Com. pang
to such d`s4anated contractor shall be an amount no greater than.
the tots --.j-mal daily rental rate then in effect for each'of
the slips on said pier multiplied by the number of days of `
actual use.
4. CONSIDEIRATTON
A. Notwithstanding any other provisions of this Manace-
ment Agreement, The City and The Company covenant and agree that
the obligations, duties and responsibilities of each of the par-
ties impose' under this Management Agreement shall be subject to
the appli "Ale provisions of the ordinance ("Bond Ordinance"),
authorizing the .ssuance of the revenue bonds for the Marina
Facilities.
B. Basic Consideration
As consideration for the efficient management, operation
and maintenance of the property throughout the period of this
Agreement, the pa.- '.es covenant as follows:
Upon execut on of this management Agreement, The City shall
pay from the gross receipts, as herein defined, its monthly oper-
ating ex pe.ises; next, The City shall pay The Company one
cent () per foot,*per day, for dock space leased; next,
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any excess revenues shall be deposited in a consttuction
reserve account Which shall be used to reduce the amount of
any ..johds required for reconstruction and expansion of the
inariha facility,
In the event# not:,•ithstandinr due and diligent effort
by the parties# that the Project as contemplated cannot be
permitted, or a sufficient amount of The City's revenue
bonds cannot be sold within two years of the date of this
Agreement at a reasonable interest cost, not e}:ceed�ng the
then prevailing revenue bond rate, then any remaining revenue#
after expenses and management fees# shall go fifty (50o-)
percent to a construction reserve fund for major repairs and
renovation and fifty (50-1) percent to The City. The City
shall not be obligated or liable to The Company for any such
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ailure or inability to obtain construction permits or to
sell such revenue bonds.
C. -'onsideration :,:ter permitting or Receipt of Bond
Proceeds
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Upon receipt of all permits necessary for reconstruc-
tion and expansion of the marina facility or upon receipt of
bond proceeds issued for reconstruction and expansion,
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whichever comes first, The Cizy shall first pay from gross -
receipts the monthly operating expenses based upon monthly
requisitions from The Company. The City shall deposit the
balance r the money in the Revenue Fund to the credit of
the vax_ous funds and accounts established under the Bond
Ordinance. S _d `u::ds and accounts shall provide to The C_ty
a sum ecual t) one hundred fifty (150%)percent of the Bond Service
requirement for the Marina Facility except for concession
improvements, The City shall pay to The Company on a mon hly
basis fro., money in the surplus fund a fee of one cent (1i�)
per foot, per d. , for dock space leased and ten percent.
(10`') of gross evenues produced oy moorings; and at such
time as the finger pier doc%age rate exoeeds twelve cents
(I M per foot, Per day, The City shall pay to The Company an
additional one -tenth of one cent (1/ 0th of 10) per foot, 1.,,cr
day, for each one cent (1�) that the finger pier docr;age
rate e::cee s twclve ccnts (121. ) cer foot, per a.'. i:ll
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remaining stoney from gross receipts shall w thit sixty (60 days
of the end of each fiscal year be divided equally between The
Company and The City, In no event shall the Company's share of the
retraining money from gross receipts e:.ceed $100,006 annually.
D. befinition of Completion
Coripletiwi of the facility shall be defined as acceptance
by the City through issuance of a certificate of occupancy.
8, handling of 1evenues
The Company agrees that all revenues and other income of
the marina facilities, including collections of rates, rents,
fees and charg3s and all other income derived or arising from
or in connection with the operation, repair, maintenance and
management of the Marina Facilities, excluding, however, income
from concessions which The Company may operate as hereafter set
forth in Subsection "g", will be collected and deposited daily,
as far as practicable, in the name of The City, to the credit
of the Revenae Fund established under the Bond Ordinance.
F. Bond Service on Concession Improvements
The Co:.panv shall also pay to The City its monthly bond
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servic(: l•e -.irement on any concession improvements for which
bond funds may be required or used. In addition, The Company
shall pad �o T-he City one half (1/2) of the monthly bond
service P ;aj.rement for said concession improvements, plus -an
additional sum on an annual basis equal to 1%35th (one thirty-
fifth) of the cost of construction of such space provided for
said concession improvements for depreciation, replacement and
repair. Payment of the aforesaid sums shall begin after the
completic- of said construction. Finally, The Company shall
pay to The --ity three percent (3%) of the price of each gallon
of fuel scl at the marina.
G. Re-enue- from Concessions
'-';e Lompair, shall be entitled to operate any concessions or
to enter int.r, -Lrcentage agreements with concessionaires to
provide the :'.ices set forth hereafter.' The Comp- y will pay
the City the f _lowing considerations arising out of the operation
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Of tho concessions listed beloe. t namely: ten *percent (10%) of
The Company's gross revenues earned from concessions contracted
to third party concessionaires; or ten percent (101) of The
fompany's net profit, but not less than five percent (S°) of The
Company's gross revenues earned from all concessions operated
by The Company at binner Key Marina. The services referied to
herein are:
(1) Security systems for moorings
(2) Coin -operated laundry facilities
(3) Sail of bait# tackle and ice
Sale of marine hardware
(5) Sale for consumption, off the premises, of food
and beverages, including beer, but not other
alcoholic beverages
(6) Sale of fuel; hog -,ever, The Company shall pay The
City three percent c` the price of each gallon of
Pule pu med.
(i) Boat maintenance and repair
(8' Boat brokerage services providing that any,boat
for sale shall pay the full price for moorings:
and for wet slip storage. Brokerage slips shall
�oe limited to five percent (50) of the total new
lineal footage available for lease after coristruc-
tion exceeds the lineal footage currently available
%.dtner services subject to the City :tanager's
approval
In the event The Company chooses not to provide any of
the abov: ,arvices, The City may negotiate a direct concession
for thesE .ervices.
:3 . .. ni ti ons
operat-_ng c::penses shall be defined as salaries paid to
the dockmaster., assistant dockmaster, dock workers, b00%%eeper,
rece�tiorist, ecretaries, typistE and other employees
provi.di.ng ci .:,t services to tenants; social security and
other emplo•., bone -fits; legal expenses; -auditing; office
C _aneous supplies and eguipment; utilities
and waste •r!;no, F..; insurance; ordinary maintenance and
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repa-r,, and advertising and promotion. (Further, annual
operating expenses shall include a depreciation reserve and
replacement amount equal to one -thirty-fifth (1/3Sth) of the
total amount of the bond issue used, excluding concession
space. Such funds shall be deposited# on a monthly basis,
with The City and shall be available for extraordinary repairs
and replacement expenses that will extend the life of the
facility. ordinary repairs necessary for proper maintenance
and operation of the facility shall be the responsibility of.
The Company through its annual operating budget.)
The term "gross sales" as used herein shall be considered
svnony.nous and interchangeable with the term "gross receipts"
and s'iall include all income collected by The Company from
the operation and management of the facility.
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Bond service requirement as used in this Agreement shall
mean the amount in any fiscal year which would be necessary'
for The City to pay the sum of the amount to be deposited in
the interest account and the amount to be deposited in the -
principal account on its revenue bonds if all bonds were
amoritzed in equal installments over a period of not less
than twer -five (25) years. Monthly bond service requirement
is one-_aelfth (1/12th) of the bond service requirement.
5. MANU .;ENT SERVICES
a. :he Company shall deliver on or before the
fifteenth (15th) day of each month, beginning with the
second month of this Agreement and continuing each and every
month thereafter during the effective period hereof, at the
office of the L,.4rtmont of Finance of The City,'or at such
other place as ;ay be designated hereafter by The Cite
the af.orementiored monthly -paynents. .long with Said
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payment, The Company shall provide an operating statement in
Certificate form signed by a duly authorized officer of The
Company setting forth in such detail as the Director of
Finance of The City may prescribe, the amounts of dross
sales.
b. Charges and Handlitc of Money
The Co�^pany shall i `'er, make and keep thd" ',arina
Facilities ava'Aable for use by the general public and shall
charge and collect the rates, rents, fees and charges for the
services rendered by or for the use of such facilities in
conformity with the schedule thereof as prescribed or authorized
by The City. The Company shall supervise and control the hand-
ling of all rioney received in the operation of the Marina
Facilities and shall establish an adequate system of internal
controls, satisfactory to the City Manager, covering the receipt
and expendi-bare of money and the maintenance and operation of
mari:a f4%=3ities and shall prepare all appropriate operating
and financial reports and statements necessary or appropriate
un:.._r t:.r:. eianagement Agreement.
C. Certain Rights, Duties and Respons'_bilities of The
;:cxnpaay
The Company and The City agree that The Company shall
operate, •.;aintain, repair and manage the marina facilities for
The City as an independent contractor in accordance with this
Marag,:mac.._ ygreement and subject to such rules and regulations
and sched:. as of rates, rents, fees and charges, including any
revisions :eof, from time to time in effect, as prescribed
or authorized by The City. The Company shall operate, maintain,
repair and maraca the marina facilities, and shall maintain such
facilities in neat and orderly fashion consistent with such
high standar- end shall render first class, high duality,
courteous se,,, �e to the general public. The Company is empowered
to T;,anac,4 +,: i•ina facilities and is hereby authorised to
exercise .ugemant power as it deems reasonably necessary for the
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dtdetly, safe# sanitary} and secure use of such facilities in
accotdance with applicable laws., rerulatiohs+ otdinances and
rules of the City.
e Current Expenses
The current expenses incurred in the operation,
repair, maintenance and management of the marina facilities
shall be paid out of the Revenue Fund in conformity with the
budget in effect at the time and the Bond Ordinance.
"?:- ewal and Replacement Fund Expenditures
Expenditures of money in the Renewal and Replace -
meet Fund shall be made by The Company in conformity with
the Bond Ordinance and the budget.
Current expenses and expenditures of money in the
Renewal and Replacement Fund shall not exceed the reasonable
and necessary amount therefor; provided that in the event of
any emergency The Company may make urgent expenditures not
within the purview of the budget with the approval of the
City Manager or his designee.
f . Company as :,fanaaer
This b:r-nagement Agreement establishes The Company
as the manager and operator of the subject f4c-ility, and any
ith The Company shall have the right to rely
fully on its poujr and authority to bind the facility with
regard to the use and occupancy thereof, excepting however,
The Company shall not have the authority to encumber real or
personal property except as provided in this Agreement. The
parties hereto intend that The Company shall be an independent
contractor, and the employees and agents of The Company shall
attain no rights or benefits under the Civil Service or Pension
Ordinances of The City, nor the rights generally afforded class-
ified or unclassified employees of The City, nor shall The
Company or its e- :)loyees be entitled to Florida Wor%men's
Compensation benefits as employees of The City,
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The Company shall have the sole control of the manner and
means o` perfotminq this Agrec-mcnt subject to The Company comply-
ihq with the terms of this Agreement. The Company shall have the
full power and authority to take all actions to brine about an
efficient operation of the marina and to rnaintain it as a first
class marina, except for actions specifically prohibited in this
Agreement. The Company shall have the exclusive authority to hire
and discharge all of its cimplo,ces necessary for the operation of
a marina facility and to fix; their compensation and privileges.
�. ��.fcssional and Technical Services
The Company mtay employ technicians and consultants to
provide such legal, accounting and other professional or techni-
cal services as The Company deers advisable for the proper main-
tenance and operation of the Marina Facilities, subject to the
budget for the then current fiscal year.
h. Additional R`sponsibilities
:sideration provided in Paragraph 4, The Co::,panl shall,
as a minim im : .
(1)
Provide The City with an estimate of required operat-
in e::tienses for the forthcoming fiscal year subject, to
approval by the City ?tanager, which approval shali not
h.? unreasonably withheld.
books and records in sufficient detail -to meet
acceptable accounting practices. Said books and -re-
.ord.; shall be accessible to The City at reasonable
times.
(3) Be rt.3ponsible for hiring, and discharging all employees
rela .d to the operation and normal maintenance of the
facility.
(4 ) Provide normal and routine maintenance of the facility
in ordc to insure that the property remains in
gocd s:.te of repair, free from ha-zardous conditicns
and deterioration,
(5) Be responsible for the administration of all Leases of
the marina facilities, including, but not limited to
the collection of all sums due from Tenants arc t:e
general public for the rental and use of facili-
ties, including, but not limited'to slip rentals,
mooring fees, dockage fees and fees of any nature
for use by said public of the subject premises.
The Company is authorized and empowered and is
granted the responsibilitty to pursue all appropri-
ate legal action as is necessary to collect unpaid
-obligations and enforce all Landlord's rights, in=
cludiig the pursuance of all legal remedies avail-
able for such purposes subject to the provisions of the
City Charter. The City agrees that the responsibility
of The Company herein provided shall be pursued in the
name and on behalf of The City.
(6) The Company shall furnish an adequate fidelity bond
in the amount of not less than Fifty Thousand Dol-
lars ($50,000) requiring The Compan% to quarterly
account for revenues it receives on behalf of The
City in accordance with the provisions of this Agree-
_
(7) "he Company shall be responsible for the complete-
-erp.tion of the Dinner Key Marina Complex as de-
.d legally described herein.
(8) -he Company will institute manage.-ent systems, secur-
ity systems, training and staffing programs , promo-
t'onal and advertising programs and financial con-
: of systems that will provide a secure financial
c,._ .ticn and achieve the objectives of the City for
t7._: Dinner Key P:arra.
(9) The Company will act as manager for the redevelopment
and reconstruction of the Dinner hey Farina facility
at present location so that -the marina will be a
pu.? waterfront recreation facility at the present
si 3, r.is reconstruction will be financed by The
ty tz.ough Revenue Donds, The construction and
.ova ion will comply all government-_ rules
ar regvlations,
(10) During the term hereof, The Company Will maintain _
and operate the premises and all improvements
thereon, in good condition and repair consistent
with the operation of a first class marina.
(11) The Company shall be responsible for all Claims,
suits, actions and damages that may arise as a re-
sult of the negligence of The Company's operation
of this facility.
(1 �1 Cninna ,v Will not allow any signs or advertising
material to be placed on the exterior of any
structure in the facility.
(13) Except for dockage and mooring, The Company will
not subcontract any portion of the marina oz erat on
without the prior consent of the City ..anager which
shall not be unreasonably withheld. ,
(14) The Company will abide by and enforce all rules and
recalations now in effect or established by The
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from time to time. Any rule or regulation es-
�.Zo1 s. by The Company shall require approval of
the City M.anac;er which shall not be unreasonably with-
held.
(15) The Cor,-Dany will make every effort to enforce the re-
moval of all vessels from the facility upon issuance
of Hurricane Warnings by the National Hurricane
Center.
(16) �- z! Company shall enforce the rules and regulations
i j Dockage Agreement as follows:
(a Only vessels in good condition with their own
power will be permitted in the berthing area.
(b) Rcrths will be assigned by the dockmastcr or
his zresentative and no chances will be made kith-
oL -mission.
(c _ .:, Company will be responsible for kc-a!ping the
rieMs 21 ar of all vehicles, small boats, supplies
stc -age of any items except those that cal be
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stored in the locker that maybe supplied with the
berth.
(d) The Company will limit the number of vessels
that can use each berth to one, except that one
small boat may also be berthed, provided it is
within the limits of the berth, and does not pro-
ject beyond the pilingsi
(e) The Company will limit the repair work that may
'-- ?one at the docks as defined in the City of Miami
Agreement.
(f) The Company will enforce the rules that pro-
hibit the use of charcoal burners, open flame torches
and any other open flame producing equipment.
(g) The Company shall enforce the present rules on
the use of T.V. sets, musical instruments, hailers,
.-.dios and other on board equipment that may create a:
nuisance.
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(h) The Company stall enforce the rule prohibiting
the throwing overboard of any objects, such as gar-
bage, trash, human waste, and shall enforce the pro-
visions prohibiting swimming, diving or fishing from
oin_s.
(17) The Company contemplates the installation of radio
juipment within the Dockmasters,Quarters to provide
boate-s with ship -to -shore communication. In addi-
tion, The Company will install closed circuit T.V.
scan:ing to provide better security at the docks and
their environs.
(18) The Company will initiate a newsletter, either monthly
or bit•:e_:kly, to keep the Dinner :%ey boaters abreast
of actJ sties, events, and general information con-
cerninl� the area.
(19) The Company will encourage programs emanating from
Dinner Key such as regattas, tours, and entertainment,
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(20) The Company will endeavor to establish a relation-
ship with other marinas in the area with the in-
tent of providing better service for all of the
boating public.
(2 1 The Company will endeavor to promote exchange of
boat uses between the tenants of Dinner Key iiarina
and marina tenants in other parts of the country
and the world.
(22) The City or The Company may, from time to time,
request changes in the scope of services to be pe:
formed hereunder. Such changes which are mutually
agreed upon between The City and The Comipany must
be incorporated in written amendments to this
Agreement following approval thereof by the City
Cor;miissian.
(Additional services to be provided by The Company arg in-
cluded in other portions of this Agreement.)
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6. CONSTAUCTIO1 Or =1 VACILITI$S
The parties hereto agree that The City and The Comr)any
shall Use their best efforts to expand Dinner Key :farina to pro -
..vide fcr approximately 550 slims, 200 moorings and sutport
facilities for the marina, including, but not limited to dock=
master's offices, laundry services and restrooms, storage space
for maintenance equipment, mail areas, aait & tackle, carry -out
food facilities, sail boat rental areas, transient facilities
and com-nercial boat facilities and such other facilities as
The City deems appropriate.
The parties agree to orovide the maximum number of slips
consistent with the raintenance of a sound environment and sub-
ject to appro-al of all regulatory agencies.
It is a_::icitiated that The City shall issue revenue bonds-,
of approximately $4,500,000 to provide financing for the marina
imoro•.e:;c:::_ ana exoansion. The parties hereto mutually agree
that The C:r7.T-�anv shall select and pay from its oc;n resources
the cesign and engineering team to perform the•permitting and
preliminar% engineering. Said team shall be selected subject
to the approval of The City A:anager, which approval shall not
be unreascnably withheld.
The C,. -any agrees to nay a maximum of $100,000 for pre-
liminary en-- neerinq and permitting of the marina. Preliminary
engineering .* .11 r.ot include working drawings and permitting
shall not ine -ude the cost of City of Mia ni permits. �'tttor-
ney's fcec; ergsn -ering and consultants fees and all other
costs and ::pin:_s shall be included in the permitting process.
W1i6-
The Florida Consultant's CDmpetitive tlegotiations Act
(F.S. See. 287.055) shall apply to the engagement of all con-
sultants who are the subject of said Statute who are compen-
Sated by City funds (as distinguished from those engaged and
combensazed by Company). The Company shall participate in
the competititve selection process by having a designated
representative appointed to the selection committee.
During the preparation of engineering plans and specifi-
cations, The Company c:+ill deter-Ane the appropriate layout,
support systems, ancillary uses and design and construction
criteria, subject to approval by The City Manager. The City
shall issue all construction contracts for the facility. The
Company shall provide on -site oversight and management or the
project and shall notify The Cite of any problems that arise
during construction that will affect the operation, management
and maintenance of the -marina.
The parties acree that the completed design plans and
0
specifications shall become the property of The City.
7. CUSTODIe:L SERVICE
Tne Company s.iall furnish all maintenance supplies for
housekoc:ping and shall provide all custodial and janitorial.
services recuirec' to maintain the property in a -'clean, sanitary
and presentable k ndition.
8. CITY' S RIGHT TO PROPERTY
The Company shall make available for inspection by City
Manager or his designee 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.
9. DOCKAGE RATES
The Co:npany shall recommend dockage rates and rates for
the use of other facilities and services to the City Manager.
The fol.lowin costs, expenses and economic factors shall
be considered and included in getting dockage rates, namely; Bond
debt servi•_,G recuireMents of one hun4red fifty percent (150%) coverage
�17-
charges, operating e:nenses, management fees and other costs,
all as set forth in paracrLaph 4 of this Agteemcnt, Ooci:age
Yates shall be generally consistent with those charged at
other ir.:inas of coMparable duality situated on public lands
in the Oade County area,
In addition to the dockage rate, The Company shall be
permitted to require vessel owners to pay for utility -service
which is separately metered.
A"-Luo aiiu regulations
The Company shall reconumend to the City :.tanager any
rules and regulations it deems advisable for the operation, use,
repair, maintenance and mmanagement of the narina facilities.
The City and The Company agrees that such rules and regulations
shall be prescribed and enforced to provide marina services to
the general public of the highest quality, with due ohservance
of amenities and astute standards corm-;ensurate with the appear- '
ance and maintenance standards of the surrounding area. The
Company covenants that it will observe and enforce said rules
and r.: - - : _ .
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10. CONFOR.,ITY TO THE LAVI
�h- .. covenants to comply with all laws, ordinances,
reg4_-, --..- -der of Federal, State, County and municipal
authorities pertaining to the property and operation thereon.
The Company further covenants and agrees that there will
be no discrimination as to race, color, creed, sex or national
origin in the use of the property or in the employment of its
personnel.
Protection of Tax Exemption:
The City and The Company covenant and agree that, notwith-
standing any other provisions hereof, the marina facilities
shall be operated and maintained hereunder at all titres as
public facilities )wned by The City and serving t.e general
public and sh:FJ t a available on a regular basis for general
public use, and that in the operation, and maintenan('Q of tape
Wlgs
Marina facilities nothing shall be done by either The City or
Company to jeonardige the exemption from Federal income tax of
the interest on the bonds (ecclusiVe of bonds held by a sub-
stantial User of the marina facilities or a related oersonj
as defined in the Federal income tart regulation) . Any provi-
sion in this Management Agreement which jeopardi4-es such tax
exemption shall be deemed null and void,
ll . P'AYi 1Eti T Or UTILITIES
The Company shall nay for all utilities consumed on
the premises and haste collection fees, if any, as an operating
expense except as provided in paragraph 9 Hereof.
12. I ATER TA}:I A;ID TRP._M STATIO vS
In the event The City decides to provide or grant a
franchise to provide a Tram or People-I,1over system for the
Dinner Key Park area, the parties agree to establish a station
and roadway for access for said system on the property, so long
as the same does not unreasonably interfere with the operation
of The tinder this Agreement. Anv costs in adjusting the
site use to accom.Todate said system shall be borne by The City
or its zrj.. ,'iisoe, as the case may be.
the event The City decides to provide or grant .a
franchise nor 1%ater-Born Transportation to and•'fro:n the Dinner
Kev area c. oti:er locations in The City, the parties agree that
such free c.abarking and disembarking facilities for said Water -
Born Transportation will be provided. Any costs in adjusting
the site u.- to accommodate said system shall be borne by The
Citv or its Franchisee, as the case may be.
LPL ion of said facilities as described aaove shall be
mutually afire d upDn.
12. '1MTC&.' E A" A Ei ERGENCY
:.�C: shall, during any emergency such as hurri-
cane, flooa, : . or any type of disaster, cooperate: �,,ith The
Company for t:
-_curity of the premises.
- The
City shall use its
best
an emergency
to safeguard
the said premises,
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14. i*IVENTORY
A'.1 fixtures, furnishings, futniture, and equipment, if
any, its or upon the facility and -their condition will be in-
Ventoried before occupancy by The Company►, The Company will
maintain f iXtutes, futtliShillgS, fui°niture and equipment, if
any, in good and operable condition during the term of this
Agreement at its own cost and a tense, except for those fix=
,hires, etc. attached to docks and building to be demolished,
and said property shall be deemed in its sole custod and
care. In the event that anv of the aforementioned items are
lost, stolen or damaged, they shall be replaced or repaired at
the cost and expense of The Company, ordinary wear and tear
excepted, during the term of this Agreement.
15. 01-J1\ERS-HIP OF IMPROVE TENTS
All improvements, fixtures and equipment constructed or
installed at the facility or purchased with City funds shall
be owns.:, b.• .he City. The Company shall have title to all 'per-
sonal property purchased with Company funds which were not in-
cluded in the annual operating budget. Upon expiration or
termini of this Agree-ent, title to the property, all perm-
anent improvements, fixtures and equipment purchased with The
City f•,:...7� Lh,ii1 Le peacefully surrendered and•'delivered to The
City. co all Company equipment shall remain vested with
The Company and The Company shall have the right to remove the
same fror ie premises.
16. DAMAGE DR LOSS TO CompAI,�IY'S PROPERTY
The Comoan• assumes all risk of damage or loss to its
property for an,. cause whatsoever, which shall include, but
not be limited to, any damage or loss that may occur to mer-
chandise, goods, equipment or other property► covered under this
Agreement, if lost damaged or destroyed by fire, theft, rain.,
water, or leaking 3f any pipes or waste water in or about the
Property or from hurricane or from any act -of' God, or any act.
of neyl�gZ ,ce of any Laser of the facilities or any persons
whomsoever,
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In the event the premises shall be destroyed or so damaged
br injured by fire, hurricane o+•'any other casualty during the
life of this Agre^.,;ent whereby the property shall be rendered .
incapable of use for its it tended purpose, the parties agree to use
the insurance proceeds to rebuild the facility. interest on
insurance proceeds shall be used to pay the bond service require-
,ment to the extent possible.
18. INDE&741 VI Ot�
The Company covenants and agrees that it shall indemnify
and save harmless The City from and against any and all claims,
suits, actions, damages or other causes of action arising dur-
ing the term of this Agreement for any personal injury, loss of
life or damage to property sustained in or about the property,
by reason of, or as a result of The Co.-apany's management thereof,
and from and against any orders, judgments or decre`s, which may
be entered thereon, and from and against all costs, attorney's
fees, and liabilities incurred in and about the defense
of anv such claim and the investigation thereof; provided, how-
ever, trat :_e.:ore The Company shall become liable for said cost,
The Comoanv shall be given notice in writing that the same are
about to oe incurred and shall have the option -itself to make
the necessary investigations and employ counsel of The Company's
own selecti,n for the necessary defense of any claim. The City
may, at its option, retain its own counsel at its sole cost and
expense in U tion to the provisions as hereinabove set forth.
19. I... 'ER:'ISING
The Co .y ac,rees to undertake an aggressive advertising
program to inrarm
public of
the
availability and services of
the mar-ina, :.nd Th. City agrees
to
use its best efforts, through
its Publicity: 7e:
and other
Departments, to assist The
Company in prc:..
-:i.l the public
use
and enhancement of ;ahe
marina. Furth.
rho Company sham
undertake, with the City
Parks a::4 ;<ecr. at
Department,
to
erect appropriate signs de -
,signed to of t
z. -s• direct the
public
to the marina and its
services,
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',
T'te Company agrees to wort: With area merchants and busi-
tresses to develop an integrated program of au;iliary services,
such as hotel accommodations, car rentals, restaurant and
laundry services, for marina users.
20. DEFAULT
If The Company shall neglect or fail to perform or ob=
serve any of the terms, provisions, conditions and covenants
herein contained, for a period of thirty (30) days after re- ,
ceipt by The Company of notice of such neglect or failure, or
if more than thirty (30) days shall be required because of the
nature of such default, if The Company shall fail within thirty
(30) days period to commence and thereafter proceed diligently
to cure such default, or if The Company small be declared bank-
rupt according to law, then and in any of the aforementioned
events, The City lac.,fully and immediately or at any time
thereafter, %ithout demand and/or notice, enter into and upon
the faci. i .., > or an part thereof and expel The Company and term
inate this Agreement.
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21. NOTICES -
Notices from The City to The Company shall be deemed duly
t
served if :nailed by registered or certified mail, postage pre-
paid to The Company at 444 Brickell Avenue, Suite 1000, Miami,
Florida 33131, attention: Murray H. Dubbin, General Counsel,.
and Notices `rom The Company to The City shall be deemed duly
served if :ailed by registered or certified mail, postage pre-
paid to the City Manager, City of Miami, P. 0. Boa: 330708,
Miami, Florida .3133; or to such other respective persons or
addresses as the parties may hereinafter designate to each other,
by notice given in the foregoing manner, from time to time.
22. TIM.E IS OF THE ESSENCE
Time for tht. )ccurrence or performance of each and every
event herci:► shalt be of the essence unless otherwise indicated.
23. TP XES
The parties agree that the management and operation of
the Dinner Kzy".mina facility and those operations tort*epic^t
or necessary therefor, are public purposes and, trzrefore, no
�22a
Ad valorem taxes should be assessed by the Dade County Tax
Appraiser. lf, however, taxes are assessed by said property
appraiser, the parties agree:
A. Assessment upon or against concession properties, fn
the event that the property tax appraiser assesses taxes upon
or against such portion or Portions of the lands subject to
this Management Agreement as are in the control of concession -
wires, or upon which concessionaires are situated, in the per-
formance of any concession agreement hereunder, the parties
agree that at the request of and at the exne.nse of any such con-
cessionaires, 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 conccsson-
Aires, _-)rovided further, however, that at all times the parties
have first determined ti:at the said concessionaires requesting
such "-`ens or requesting the joinder in such defense, will
fully an" _:ompletely pay the costs and expenses of such defense
as may be incurred by the parties or either of them including
court costs and reasonable attorrevs' fees incurred` by the par-
ties or either of them in such defense, and provided, further,
that the said concessionaires requesting such a contest of assess-
ment fully and completely inde::lnify and save the parties jointly
and separately harmless from any and all claims, charges or in-
debtedness suLting from the conduct of such de_`ense and con-
test in the event the same is not successful. All concession
agreements ente:.:d into between The Company and its concE�ssion-
aires shall thr:ugh appropriate language incorporate the terms
and conditions c- this covenant.
B. hssessments against the marina property. In the event
taxes are assessed against the property upon tri:ic:: uochs, piers,
moorings and an,: c per properties devoted to marina use and
upon which the ma: ina is locatecl. as well as properties uoo which
the marina administrative facilities are located, as Well as all
improvements thereto, are assessed by the property tax appraiser,
the parties hereby agree as follows;
1. th rDr ties agree --o c;,a .era: * _`l#," �;+t: - --.#
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dthe.t to Contest and d eLend against said assessment, Said con-
test and defense shall, at the option of the parties cr either
of theme be conducted at the administrative level, i.e. before
the tax appraiser# the tax appraisal adjustment board or any
successci: organization, and before the courts, to such extent
and to such level as The Company or The City shall determine.
2. The coats and expenses including reasonable at-
,torneys' fees which are incurred by the parties as well as such
tastes which have accrued and been paid during the course of the
litigation contesting said taxes, shall be included in the oper-
ating budget as operating expenses and become a part of those
economic elements going to the makeup of 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 assess-
ment 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
Agreemc--,1t, -,�nen it is agreed that all real property taxes, county,
school board and municipal shall be included in and made a part
of the epe.L uLing budget as operating expenses Vnich shall be
incluaea ana mac: a part of the total expenses used to determine
dockage rates as set forth in paragraph 9.
4. In the event the final adjudicatory action de-
clares the assessment lawful and the taxes to be due and payable,
solely due to the existence of this Management Agreement, then
it is agreed tha,: the amount of said taxes shall be made a part
of the operating budget and shall be deemed operating expenses
included in the of the dockage rates as set forth in par-
agraph 9, unless the effect of such inclusion causes dockage
rates to ceeu t':-, average rates charged for dockage and Moor-
ings at other mar as situated on public lard located in the
Coconut G4.Qvo c44e" In such latter event, The Company may pay
any amount of tag: which causes such excess of the average rate
€rQ,n its profit$, If ,,be Company fails to pay such pxcess, then
11
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,
The City shall terminate this t;anagement Agreement and reim-
burse The Company for expenses incurred in acdordanco :•rith
Paragraph 6 - CONS TRUCT1GN OV tiL?-; FACILITIES,
5. The cconormic effect of such property taxes shall
be computed annually and made a part of each semi-annual oper-
ating budget with such adjustments as may be-oquircd to con-
form to the terms of This Agreement,
29. =1St71TS i- RENT STRIKES
If and in the event a la%..suit is brought by any party
against Tne Company and/or The City, which in substance arises
solely due to the signing of this Agreement, then the parties
agree to mutually defend said lawsuit. If said lawsuit results
in a temporary delay of the projects, this Agreement shall be
extended by the amount of time caused by the delay.
If and in the event that there is a tenant striae or a
similar strike or refusal to Nay re:,t or lu%..suit u.- any type or
nature in whi:h rental payments are placed in any escree.: account
or in any co;: rt fu. d, The Company shall be relieved of its obli-
gation to pay to The City any amount in excess of the monthly.
bon.: __ airemcnt until such rent strike or suit is
settled an;. all sums are released to and/or obtained by The Com-
panY. p_ ,v_sion shall not permit a redudtion in the amount
Of 1L�lun required to be paid, but only a temporary de-
lay of the required payment.
25. INSURANCE
The tpany shall not commence %•.ork on this Ranaae:inert
Agreenent i s .il it has obtained all insurance required u;:der this
section and h insurance has been approved by The City.
The Cor_)any shall at all times, during the term o:: this
Agreement-, mains 'n in full force and effect the folio%-.inc; do -
scribed in!'aran, covering the property and the operation thereon:
(a) P, ;' - liability insurance of riot less than $ , o00, 000
per occurrenck _r death or badily injurY and not less than
1,CO3,�0".- rence for property damage.
(b) , e 4 casualty coverage of not less than ninety
(90 0 of t,1. ce^.; :t %,clue of all existing and fjT;u e it tirat•e�
meets.
_25-
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Slid insurance shall name The City as an additional in&
sured ::nd shall provide that The City shall be given at least
thirty (30) days' advance written -notice of cancellation of
said policy or any material modifications thereof.
Certificates of insurance shall be filed with the pro p
erty and insurance manager of the City of Miami.
The insurance provided for herein shall be written by a
,company authorized to do business in the State of Florida
through an agent authorized to do business in the State of
Florida and must be rated at least A as to Management and Class
10 as to Financial according to A.Mi Best Key Rating Guide,
latest edition.
The Company shall further carry any other insurance rea-
sonably required in connection with the proposed operation.
26. FLINDG
The C-ty shall be solely responsible for funding the im-
proveme:. s __scribed herein. The City agrees to provide funds
from revenue bonds in a sufficient amount not to exceed Five
Million Dollars ($5,000,000).
27. CO:FLICT OF INTEREST
No stockholders, directors or employees of The Company.
a
shall have anv interest in any business which supplies The Com-
pany with goods or services without advice to and consent of the
City Manage- _ It is understood and agreed that The Company's
attorneys Dubbin, Schiff, Berkman S Dubbing are also stockhold-
ers of The Compz�•.y and that they may, in addition to receiving
any profits or cividends declared, be compensated at their reg-
ular rates as a:. operating expense in connection with any of The
Company's needs or rights and obligations arising out of or in
connection with tie urovisions of this Agreement.
28. ATmOR?•;: � �' TEES AND COSTS
In t'..e :vc: 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 and provisions of this Agreement, then
the prevailing party shall be entitled to reasonable attorne\rs4
_fees and costs.
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29, CAPTIONS
The captions Contained in this Agreement are inserted
only as a flatter of convenience and For reference and in to
Walt dc.ine, limit or prescribe the scope of this Agreement
or the intent of any provision hereof:
30. T:EVISIONS DUE TO BOND ORDINANCE
The parties agree that this Agreement shall be revised
to the e::tent necessary, in the opinion of undero:riters 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 pravisions
respecting the amount of the management fee payable to The
Company be changed.
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31. ENTIRE AGREE . N7P
This Agreement contains the entire understanding of the
parties hereto concerning the subject matter hereof and no
modification, release, discharge or e:aiver of any of the pro-
vi��,..., :hall be of any force and effect unless in
writing and signed by both parties. t
i. -
' 32. RF' RESENT?iTION BY CITY '
I'. City wai ants and represents that it has full powe_ and
authority to enter into this Agreement under the Constitution
r• and laws of the State of Florida and Ordinances and Resolu-
tions of Dade County and City of Miami, and that all condi-
tions 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
V
w
this Management Agreement have happened, exist and have been
-1 performed as so required.
•i _
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This tiianagen:ent Agreement may not be assigned by she Co: pang
Without prior approval of the City t-tanager. At:s+ assignment,
transfer or convoyance of stock: to parties w,ho are not stockholders
as of the date of this Agreement shall be deemed an assigntr,ent
requiring the City Manager's prior approval. An assignment
subject to the restriction contained herein shall not include an
assignment to the personal representative of a decease stock=
holder or to said stockholder's estate or heir. Provided, however,
that a subsequent transfer, assignment or conveyance from the
stockholder's estate or heir to a third party who is not a stock-
holder as of the date of this Agreement shall require such approval.
Also excluded from the operation of the restrictions of this clause
shall be assignments, transfers or conveyances between and amongst
persons u ho are stockholders as of the date of this Agreement or
members of their i:.s:ediate familv.
IN 1-.'1 Nr-3S t•;HER%OF , the parties have hereunto caused 'these
presents to bF executed this day of , 19
TTr
+ l..a . .
Ralph On Cir- Clerk
�' ! .7
L i
Robert :1. T dgctt,
Secreta--v
THE CITY OF A1IcviI
Joseph Grassie, City I:anager
BISCAYNE RECREATION DEVELOPMENT
CO2M.Pr.NY
r�
L /e,,
Paul-S. :balker, President
APPROVED hS TO FOR:I AND CORRECTNESS:
GEORGE F. JR,
CiTY Ii'I'+�sR*:"Y • C _ :Y OF
P,y .
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