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HomeMy WebLinkAboutM-80-0075! 7i Vincent E. Grimm, Jr. Acting City Manager • - ' .-64-e.;• J mes Gunderson Finance Director _ . 0n January 23 the 'Miami Waterfront Board reviewed. the proposed Management agreement with New World Marinas, Incorporated; 'for At that meeting they approved•-the'OntiaCt,by a 4 to 3 vote. During the discussion at this•meeting some Board Members felt that enough discussion did not ensue and, as a- , consequence, the agreement was scheduled -fagain for February 11 and then that meeting was changed to February 6. . February 7, 1980 Management Agreement for Miamarina During discussion on February 6, there were approximately 18 suggested changes to the agreement raised by Members of the Waterfront 'Board. Each of these changes was voted on and of the 1.8, four or five were approved as modifications. During the discourse, some objections were raised by representatives of the New World Marinas, Incorporated. In some cases the Board agreed and in others they did not. It will be necessary to again meet with members of the New World Marinas Incorpor- ated, to have the agreement modified and to have these rnodifi- , cations incorporated into the agreement and submitted to the Cit.y's Department. of Law. The agreement is on your agenda today for discussion only, and for any other questions the commission may raise.: It will be submitted at a later date for your final approval. TERM USE: SUMMARY OF MIAMARINA MANAGEMENT AGREEMENT. FOUR YEAR (4) PERIOD WITH SEMI ANNUAL RATING OFMANAGEMENT, OPERATIONSAND MAINTENANCE: IF RATINGS ARE SATISFACTORY TO THE CITY THEN NEW WORLD HAS PREFERENTIAL RIGHT AND OPTION TO RENEW FOR FOUR ,(4) MORE YEARS. SMALL BOAT PORT -INCLUDE DOCKAGE AND .MOORINGS RECREATIONAL WALKWAYS, FISHING. AREAS, MARINE EXH.IBITS, SECURITY TV SYSTEM AND. SERVICES BOAT RENTALS MARINA, AND RECREATION FACILITY SERVICES':MAY 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% of ALL ANNUAL GROSS "DOCKAGE.RECEIPTS" UP TO $450,000 00` DOLLARS AND 17% OF ANNUAL GROSS "DOCKAGE RECEIPTS" BETWEEN'$450.000.00. AND 550,000 00:DOLLARS. AND`. 22% OF ALL ANNUAL GROSS "DOCKAGE RECEIPTS" OVER $550,000:0 ;DOLLARS. TIM:VT.7n, 411,q, "' •THE CITY SHALL RECEIVE EITHER THE PERCENTAGE OF THE ANNUAL GROSS DOCKAGE AND THE ANNUAL GROSS NON DOCKAGE RECEIPTS OR THE MINIMUM• ANNUAL:iGUARANTE'nE,."WHICHEVER IS GREATERADDITIONALLY • s THE CITY SHALL RECEIVE 25%. OF ALL "CONCESSION • • -• BY NEW WORLD FROM CONCESSIONAIRES WHICH ARE NOT OWNED, OPERATED • 011"...F.,INANCED BY NEW WORLD — • - — • • — • : AN D THE ... • , • • CITY::: SHALL'. RECEIVE 1ALL "NON DOCKAGE RECEIPTS' RECEIVED BY NEJ WORLD:, FROM NON -.DOOKAGE'iFEVENUES,."..:lk:',.,OTHER.ENTERPRISES OPERATED .s ,„ sn• n.:. OR FINANCED BY NEW WORLD,ON THE PPEMISES . _ • • , THE CITY SHALL RECEIVE TUO AND A HALF CENTS (N ..,.... • n • FUEL SOLD". ON --"-• THE PREMISES ynin— , DOCKAGE RATES • • , , TO • - yf. • , . BE PSSESSED BY NEW WORLD AGAINST MARINA..TENANTS:: AND USERS ARE . • "..SUBJECT TO APPROVAL BY THE. CITY MANAGER AND 'SHALL; .BE;CONSISTENT WITH , • y _ , • , _ _ OTHER': MARINAS.QUALITY IN DADE COUNTY COMPARABLE;-; . •-• — • — , • NEW IOPLD SHALL BE PERMITTED TO REQUIRE TENANTS TO PAY FOR UTILITY ...::SERVICES.. DEFAULT— • .n NEW WORLD SHALL HAVE 30 DAYS FROM WRITTEN NOTICE TO CURE OR PROCEED . _ . .„. , , • DELI GENTLY:: TO:. CUREANY SUCH DEFAIJLT - , TAXES 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 AND COURT COST INCURRED BY THIS ACTION.. LEGAL EXPENSES. i • • _ __ NEW WORLD MARINAS. INC. MANAGEMENT AGREEMENT PREAMBLE ▪ DESCRIPTION OF PREMISES TO BE MANAGED • TERM • USE. CONSIDE RATIC'N SCHEDULE • PERMITS AND LICENSE. • CUSTODIAL SERVICES:. ▪ CONFORMITY TO THE LAW . CITY'S RIGHT TO EXAMINE PREMISES ▪ DOCKAGE RATES 10• I PAYMENT OF UTILITIES '11. MAINTENANCE,; 12. HURRICANE AND EMERGENCY 13 WATER TAXI ANDTRAMSTATION 14 :"INVENTORY 15. MANAGEMENT SERVICES 16.. PEFT ORVANCE BOND 17. OWNERSHIP OF IMPRWEMENTS 18.'DAMAGE OR LOSS TO NEW WORLD' S PROPERTY; 19. DESTRUCTION 20. INDEMNIFICATION OF THE CITY BY NEW WORLD 21 ADVERTISING 22. DEFAULT. 23. RULES AND REGULATIONS ;TAXES 25. 2AWSUITS - RENT STRIKES PARKING 27. CONSTRUCTION 28. NcITICES" ▪ CONFLICT OF INTEREST, 30 INSURANCE 31. WATSON ISLAND MARINA INTERIM MANAGEMENT 32. TIME OF ESSENCE 33. ATTORNEYS'- FEES AND COSTS 34. RIGHT TO AUDIT RECORDS MANAGEMENTAGREEMENT THIS MANAGEMENT. AGREEMENT entered into this , 1979, by and between the CITY OF MIAMI, corporation of the State of Florida", hereinafter referred to as CITY, and INC., a corporation organized and existing under the to of Florida, hereinafter referredto as NEW WORLD, WITNESSETH: WHEREAS, the CITY OF`"MIAMI constructed MIAMARINA public purposei of providing a small boat port and marina facility and a recreation areafor the public, and WHEREAS,` the CITY has providing roviding`a facility; for marine transportation and public recreation, WHEREAS, the CITY recognizes that MIAMARINA is now and shall continue to be operated for the public " purpose of providing a recreational.. " all of NEW WORLD MARINAS, laws of the Sta operated MIAMAR!NA day of. a municipal n 1970 for the for . the :public purpose facility and port and marina transportation facility for the public, which are proper services for the allocation of public funds; and WHEREAS the CITY is desirous of continuing_ to have MIAMARI and is desirous of enhancing operatedfor these public purposes,' use of these facilities, and is desirous of developing the into a full_. service marina and port facility for the benefit of public marine and the public in general, and is desirous>;of and thepublic transportation MIAMARINA'S"existing facilities; and WHEREAS, the CITY Commission, after requesting the public proposals to accomplish these goals and reviewing the adopted Motion M 78-535'on July28, 1978, authorizing existing facilities beautifying for proposals submitted,' and directing the CITY Manager to negotiate a management contract with NEW WORLD MARINAS, theoperation of MIAMARINA," NOW. THEREFORE._in C . ,; or consideration of the mutual covenants hereinafter containedthe parties herein covenant and agree as follows: NEW WORLD shall have a DESCRIPTION OF PREMISES: TO BE MANAGED CITY hereby agrees that, NEW WORLD shall manage said real property end improvements thereon, hereinafter referred to as the premises, described in Exhibit A and Exhibit B attached hereto and made a part hereof. /be term of this agreement shall befor a four year period commencing on the 1st day of ,February, 1979,and ending on the 31st.day o January1983. this agreement upon the same' terms and conditions at the end of the initial term for a four year period The CITY shall rate NEW WORLD on its management operation at least two (2) times per year at intervals no greater than six (6)'month s Continuation of this management agreement shall be based. on satisfactory ratings The, rating shall be based upon the non-structural condition of the docksand and the maintenance and:. cleanliness of the grounds and facilities, the quality of service provided to the tenants, users, and boating public at large; and the financialability, of NEW WORLD to meet its financial obligations, preferential right, and option torenew piles, aswell as full compliance with all of the terms and conditions'of this agreement. NEW WORLD shall be entitled to a copy of such rating' and shall have an opportunity to request a re-ratingwithin thirty (30) days of receipt of an unsatisfactory rating, which re -rating shall be inade if requested. NEW WORLD shall be entitled to its preferential right and option to its ratings havebeen generally satisfactory during the term of this. NEW WORLD shall give theCITY notice of its intent to exercise their option to renew this management agreement at least one hundred twenty 1 120);days-prior renew if agreement. to the expiration of the management agreement. USE NEW WORLD, asmanagement agent for the CITY, shall operate and • manage the fhcility during the term of this agreement. NEW WORLD shall manage the premises for the purpose of operating a small boat port, marina, and recreation facility, offering dockage and other marina related services,. for theuse of and by the general public. These services may include: Dockage and mooring of boats. • Operationof: the recreational walkways to which the public must be allowed except where boats are docked, f full and designated fishing areas, marine exhibits, and marine oriented attractions. Sale of bait, tackle and ice: free;access and operation o Photographicservices incidental to the boating public's needs. General minor repairs and servicingof boats while docked or moored in water only. No boats or craft shall be removed from the water at the the facility for repairs or maintenance`. (This service shall be nonexclusivel. ▪ Saleof new and used boats and motors. The display of which shall be', isnited to=`not more ; than five per cent of the slips, but may be increased with the approval of the City Manager. Sale of nautical gifts, marine accessories,, hardware and sundries. ▪ Closed. circuit TV securityservice. master antenna .system for the docks • Boat rentals other than sport fishing chartering.. and mooringsand a service to,ierve Watson ,Island, Facilities fora marineshuttle"and taxi downtown Miami and Dade County. ▪ Information Center and telephone,: mail .and messages services. • Sale of fuel. • Shower and restroom facilities for the,use of persons docking and mooring boats. n. Launch service for moored boats subject to City Manager's approval All other related services and the concessionaires for the services in (f), (g).. (i), 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` within thirty (30) days of submission. The CITY and NEW WORLD agree that NEW WORLD shall have the exclusive right to provide the above serv3ces on the managed premises. CONSIDERATION:SCHEDULE': 'As consideration for the right to manage the said premises throughout the. periods of.;this.Agreement, NEW WORLD does hereby: covenant and agree to pay to.the CITY from gross receipts'a minimum annual guarantee of $40,500.00 dollars, or."the percentages specified below in Sections A. 8, and C, whichever maybe greater. ICU 5% of the annual "gross dockage receipts", hereinafter defined as all income coll'ected'by_NEW WORLD from dockage and moorings, at the managed premises, up. to $450,000.00.;: . ;. 17% of the "gross dockage receipts" between $450,000.01, $550, 000.00.: . •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. n°addition, NEW WORLD shall pay to the CITY, the following: Two and a half cents ($0.025)per gallon concessionaires from the premises...; Of fuel sold by NEW WORLD or its . _ 10% of all annual "gross non-dockae receits" received by NEW "g 9 P WORLD from.its own operations at the managed premises, which shall be defined as.incoine otherthan income.from.dockage or, moorings,; income from the sal e of fuel, or income from concessionaires:which are not owned, operated or financed by NEW WORLD. But however. should NEW WORLD not contract with a concession for the sale of boats and.motors from the said premises and instead make direct sales of boats and motors: itself, anyamountreceived by NEW WORLD from such sales shall be included net .profit "gross non -dockage receipts" only to the extent: of any received by NEW WORLD from' such sales. • Not less than 25% of all annual. "gross`concessiona re receipts", hereinafter defined as income collected by NEW WORLD from concession. agreements with concessionaires not owned, operated or'financed b NEW WORLD for concessions on the premises run by concessionaires.' 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, the following items shall be deducted from gross dockage receipts", "gross non -dockage receipts" and "gross concessionaire receipts" alltaxes (except taxes on fuel), and/or utility charges imposed by law or by a utility, which shall include charges for gas, water, electricity, telephone, sewage and waste, or a utility authority, which are the responsibility of NEW WORLD to collect ar pay and axe payable in the same amounts; toa taxing authority or a Utility, as herein abovedefined, or:;a utility authority by NEW WORLD and any amount received from the 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 during the effective period thereof, and each and every at" the, office of the Department of Finance of the CITY, or at such other place' as may be designated' thereafter by the CITY, one -twelfth Agreement, continuing month thereafter, (1/12) of the minimum guarantee along with any amount due from the sale o gasoline and the amount of consideration' attributable' to the "gross concession - afire receipts and "gross non -dockage receipts" derived by NEW WORLD from the premises during the month immediately preceding. paym t, NEW WORLD shall:: provide a!; statement', in certificate form. by a duly authorized officer of NEW WORLD, setting forth the amounts of the "gross dockage receipts", "gross non receipts", the quantity of fuel sales, and any additional detail as management of the said en Along: with signed dockage receipts", "gross concessionaire the Director of Finance of the CITY may prescribe. Within thirty (30) days o twelve (12) month period,. ending" in January, during the effectiveterm 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. each annual of . this 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 EW WORLD shall furnish all maintenance supplies for housekeeping and janitorial services required to maintain` sanitary and presentable condition during of this Agreement, manages the said. and shall provide all custodial` the managed premises in a clean, the time which NEW WORLD, by virtue premises. 9. CONFORMITY': TO LAW NEW WORLD covenants to comply.. with all laws, ordanances, regulations and orders of Federal, State, County, and Municipal authorities pertaining to the !reneged premises and operations thereon. , ..".4ORLD further covenants and agrees that it will not:dincriMinate • " • , . „.• • • .',as*::to',:ra0e,,,OolOr,..creed,aeie•Or...:national origin in the use of f..h:eMan!i:ged • '• '".' ' ' premises or in .the employment, of its personnel. ' • . , , „ .- • " B. CITY'S 'RIGHT TO EXAMINE -PREMISES NEW WORLD shall make available for inspection by the 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. An employee of NEW WORLD shall join in all inspections of the premises. „ • , : , ' Dockage rates to be assessed by NEW WORLD against•MarinaTenants and users shall be subject to approval by the. CITY, Manager or his designated representatives, said approval not to be unreasonably withheld, but shall be increased and to the same extent as any assessmentof any newor additional sales, use, property, tourism or other tax which in any way affects the obligations of NEW WORLD or marine patrons. 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 unreasonabl.y withheld. Dockage rates shall be consistent with the average of those charged at other marinas of comparable quality situated on public lands in Dade County. 10. PAYMENT OF UTILITIES • NEW WORLD shall be responsible for the payment of utilities controlled and utilized by it on the managed premises, with the exception of utilities used by theCITY or parties contracting with' the.CITY:' The CITY . will not provide telephone service far the managed premises * - During the term hereof, NEW WORLD shall, to the satisfaction 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 Maintenance • of the -facifity, 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 dollars, in eabh. twelve month period of this Agreement th provide routine maintenance to the managed premises. . i;all, during any emergency sucht hurricane, flood, fire borne transportation to Ar An ty .if 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 ie remises, so long as the. same does not unreasonably interfere with the operation of under this Agreement. Any cost in adjusting, utilizing and insuring the site used to accomodate'said system shall be borne by the CITY or its franchisee, as NEW WORLD the case may be. n the event the CITY decides to provide or grant a franchise for water - and from the MIAMARINA area to other locations in the CITY, for said NEW WORLD agrees to provide free embarking and disembarking facilities. water -borne transportation. Any cost adjusting, utilizing and insuring` the used to accommodate said system shall be borne by the CITY; or its franchisee, as the case may be. site 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 in writing, as it relates to Watertaxiand Tram service. 14. .- INVENTORY All fixtures, furnishings, furniture, and equipment, if any, in or upon the managed premises will be inventoried before occupancy by NEW WORLD, and said within fourteen (14) days inventory will be attached hereto and made a part hereof of the execution of this Agreement. NEW, WORLD agrees that the fixtures, furnishings are in the condition as stated in the inventory; that NEW WORLD has personally inspected and assisted taking said _ -''`- 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 NEW 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. Managament Agreement establishes NEW WORLD as the manager and tpczacoi of *lib 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, NEWWORLD shall: not have the authority to encumber' real' or personal property except as provided in this parties hereto intend that NEW WORLD shall be Agreement. Th an independent contractor, and the employees no rights or benefits under the Civil Service or Pension Ordinances of the and agents of NEW WORLD shall attain 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' Compensation benefits as employees of the CITY., NEW WORLD shall have the sole control of the manner and means o performing Agreement. this Agreement subject to NEW WORLD complying with the terms o NEW WORLD shall have full power and authority to bring about an efficient operation of the marina and to marina,: except for actions specifically prohibited in tl this take all actions to maintain` it as a 'first class is Agreelnent, and those prohibited by general law. NEW WORLD shall have the exclusive authority to hire and discharge all of its employees necessary for the operationof a marina facility and to fix their compensation and privileges. 15 . PERFORMANCE BOND • NEW WORLD shall furnish an adequate performance bond or an, irrevocable letter of credit conditioned upon the terins of this agreement in an amoun less than forty thousand five hundred dollars ($.40,500.00) performance of this Agreement. This bond or the irrevocab remain in effect for the duration of this., Agreement.' 17. OWNERSHIP• OF' IMPROVEMENTS of not guaranteeing the le letter credit shall ' 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 fundsUpon 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 tomove personal property shall remain vested with NEW WORLD, except such property and fixtures as may be attached to or onthe marina facility which shall become the property of the. CITY. AU. DAM�^'L 'OR LASS TO NEW WORLD'S PROPERTY cause .whatsoever which shall include NEW WORLD assumes all risk of damage or loss to its property for any 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 of any pipes or wastewater in or about said managed premises,. or or any act of God, or any act of negligence`of any user of the facilities occupants of the managed premises, or any person whomsoever from hurricane or 19. DESTRUCTION In the event the managed premises shall be destroyed or so damaged or injured by fire, hurricane, decay or any other casualty,. this Agreement, whereby the managed premises shall berendered untenable, then. the CITY shall render said premises tenable by repairs within ninety (90) days. During any period of reconstruction any c0ns3.derat3.Ofl made by NEW WORLD to the CITY shall be reduced proportionatelY to the t3ne required to render the repairs In the event the said premises are substantially destroyed or so damagedor injured by fire, hurricane, decay, or any other: casualty that the said premises, cannot be rendered tenable or the. CITY elects not to repair or replace within ninety (90) day period of time so set forth, or such additional period of time as agreed to by NEW WORLD, then. this Agreement shall be terminated. of NEW WORLD and the consideration paid by NEW WORLD to the CITY shall be payable only to the date that said •premises were rendered untenable and then only to the either party extent specified herein above, and any insurance proceeds 'paid to as a consequence of the destruction of the and :NEW WORLD as their interest may appear. property shall-: be shared by. the CITY 20. INDEMNIFICATION OF TIC CITY BY NEW WORLD harmless leaking during the life of at the option WORLD covenants and agrees that it shall indemnify and save 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 NEW WORLD'S management thereof, • andfrom and against any orders, judgments or decrees which may be entered . thereon, and from and against all costs, attotney's'fees-expenses and liabilities NEW 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 no in writing by the City .Manager ,_that the same are about to °be incurred investigation and employ defense of any claims. tice shall havethe option itself counsel of NEW WORLDSown selection. for the necessary The CITY may, at tis option, retain its own"counsel -at to the provisions as hereinabove set forth. and its sole cost and expense, 21. ADVERTISING - in: addition to. make :the. necessary NEW WORLD agrees to undertake an aggressive; advertising program inform the public of the availability and services ofithe 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 designedto assist and direct the public to the marina and its services. NEW WORLD agrees to work with area merchants and businesses to develop an integratedprogram of auxiliary" services, such as, hotel accoTnodat0flS, rentals, restaurant and laundry services for marine users. DEFAULT' terms, If NEW WORLD shall. neglect or fail to perforxn of observe Provisions, conditions thirty (30) and covenants herein contained, for days after the receipt by NEW WORLD orwritten notice City Manager of such neglect of failure, NEW WORLD shall:<be default. At the CITY'S option,' and without further WORLD, may enter into Possession for the nanaged premises end all and property theron car any of the a period of from:the considered to be in notice or demand to NEW improvements the event of default, NEW WORLD shall forfeit its Performance bond as provided .for in.paragraph number 16. 23. :RULES:" AND REGULATIONS NEW WORLD agrees to providerules andregulations subject approval of the City Managerfor using the managed property." Such rules shall be, furnished to each and, every to ;the. the conduct of vessel owners and others` lessee arid shall be prominently displayed in the Dock Master 10 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. TAXES The parties agree that the management and operation o the. Man aged: Premises and those operations convenient or necessary therefore are public', purposes and, therefore, no ad valorem taxes County Tax Appraiser. If, appraiser, the parties agree: should be assessec3 by the Dade however, taxes are assessed by said property . Assessment upon or against concession properties. In` 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 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 ofsuch concessionaires The extent of such defense by the parties shall be as reasonably requested by such concessionaires, provided further, however, thatat all times the parties have first. determined thatthe saidconcessionairesrequesting 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 bythe parties or either of them including court costsand reasonable attorneys'fees incurred by the parties or either of them in such defense.. and provided further that the said concessionaires requesting such a contest of assessment fully and completely indemnify and save the parties jointly and separately harmless all claims, charges or indebtednesses resulting from the conduct or such from any'anl defense and contest in the event the same is not successful. All concession agreements entered into between NEW WORLD and its concessionaires shall through appropriate language incorporate the terms and conditions of this covenant. Assessments against the marina property. In the event taxes are assessed against the Premises upon which docks, piers, moorings, and any other properties devoted:. to mariru' use and upon which the marina is located, as all improvements thereto, both real or personal, as well as as: well properties upon which the marina administrative facilities are located parties hereby agree as follows: 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, ie.; before the tax appraiser, the tax appraisementadjustment board, or any successor organization," and, before the Courts to such extent and such level. as NEW WORLD or the CITY shall determine. e costs and expenses including to reasonable attorney' s fees which are incurred by the parties, as well as such taxes which have been assessed or paid during the course ofthe 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. • Iffinal adjudicatory action, i▪ e.,.the final order of the highest -'tribunal" before which the property assessment issue' has for determination,° inistrative gar judicial results in been submitted a determination ":that such assessrnent is lawful and that the 'axes are due and such.. determination th based upon, reasons. other than the ex.stence of this Management Agreement, en, iis agreed that all realproperty taxes, ;county, school board; and municipal, shall be included in paragraph 9.' as an. increase .in the dockage rates as set. forth 4. In the event.thefinal adjudicatory action. declares the assessment. -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 rates, as makeup of the dockage set forth in paragraph 9, provided, however, that the effect of such inclusion does not cause dockage rates to exceed the average rates charged for dockage and moorings: of all other marinas of similar quality; situated: in: Dade County. the event the effect of such taxes is to the rates beyond such limitation, then, the CITY may terminate this Agreement on increase Management (90).,days written notice to NEW WORLD by reimbursing NEW WORLD'S legal expenses and court costs incurred in this section, or NEW WORLD, at its option, may absorb the tax liability over the average dock rate ninety 5.";The eonomic effect of such property taxes shall. be computed annually and made;, a part of the dockage rate with such adjustment as may be required to conform to the terms o this Agreement. - 12 - 25. LAWSUITS RENT STRIKES If and in the event a lawsuit is brought by any partyagainst the NEW WORLD and/or the CITY, which in substance arises out of the signing mutually defend said lawsuit- 0 managementf Agreement, then in a temporary the parties agree to of this it results If said - be extended by a tenant strike id lawsuWORLD S 1 r t 0 sisal a delay of NEW ent shall in the event that type d NEW thisAgree.m to caused vent nded bY there tile am°un ki or a f time . t stri by the delay. strikerefusal in -- • the Pe Ifand lawsuit oft fun , rent o or in or nature in w ent rental paymentsd of its obligation until such payaccountitem r lawsany court any escrow percentage ow obligatlo sums or are placed. and mine relieve annual guaranty in provls1 temPorerY hall b Section 4 hereof ntopayare released not Pe e requ to and . WORLD s ranty in• •on shan obtained by permit a reduction Thisonly a f considelay and/or 0 . • d by NEWbe pa WORLD. id, but a.n the ount o deration required to 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 alai1 not charge a parking fee. - . - - - - - - 27. CONSTRUCTION NEW WORLD shall make no addition, alteration, or adjustment.to the managed pre.rnises, or shall. not apply for construction permits of kind without first having obtain' ed the written consent of the City Manager Of the cITY, which shall not l withheld. All requests stheatoll be in writing and shall incl.udebeplanseaaneodn2d2speycifications pertaintaiin:gtheuecl ts. •AieslpsfroiRmor or repairs made this man amen All, permits alust be reoeirlyse,dafir:esiratthie aPioroPritaitoenng°0vrernmen, to undertaking any repairs, ons, addi improvemen t alterations, imp..-overaentsITY upon de. or installed byNE:g t Psherlanlanl becomeenthe property of the C the expiration of agreement. • Additional piles or moorings may be added or installed only after approval is obtained from the City Manager, which shall not be unreasonably . . . withheld, as outlined above. NEW WORLD shall abide by competitive bidding concepts as we3.1 as the State Statute governing design professionals (F.S.287) if any improvements are lade by NEW WORLD to the managed premises. - 13 - any time upon 28.:.; NOTICES notices and payments sha2h be sent to the parties at the followingaddresses:: THE CITY MANAGER' City of Miami, Florida P. O..Box -330708 Miami, Florida .33133`;. NEW WORLD. New World Marinas, Inc." o Thomas R Post, General Counsel 1021 City National Bank Bldg. 25 West Flagler -Street, ami, Florida 33130 The CITY or the NEW WORLD may change such mailingaddresses at giving the other, party written notice. All notices under this, Agreement must be in writing and shall be deemed to be served when del3.vered to the address of the addressee and a receipt therefore obtained.,;. 29. CONFLICT OF INTEREST: No stockholders, directors, employees o :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 ' -` his regular rate _s _n operating expense, deducted from: dockage revenues, in connection with any of NEW WORLD'S needs or rights andobligations arising out of or in connectionwith the provisions of_, this_, Agreement::. 3 NEW WORLD shall maa.ntain in full force and effect during the term of this Agreement the foliowing irasurance: Public Liability Insurancein the amounts of not less $1,000,000.00 per occurrence for death or bodilyinjury or not less than $100,000.00 per occurrence for property damage. - 14 - Automobile LiabilityInsurance covering all owned non -owned; and hired licensed vehicles in the amounts of not 'less 'than 000.00_per occurrence for $100,000.00 per accident and $300 bodily injury and S10,000.00 property damage.` The CITY shall be named as an additional insured under the policies of insurance required under this Agreement. . . The CITY shall be given at least" thirty (30) days advance written notice of cancellation of said policies or any material modifications thereof. ▪ Certificates of insurance shall. b Department, Risk Management Division of the CITY of Miami. ▪ The insurance coverage required shall include those filed with the Finance classifications as listed in standard liability insurance manuals, which most nearly reflect the operations of NEW WORLD. All insurance policies shallbe 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 RATING GUIDE,; latest edition. The CITY.' and to A.M. BEST'S=REY NEW WORLD reserve the right to amend th insurance requirements as circumstances°dictate in order to protect the interest of the CITY in this Agreement. 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` compliance with this covenant.' 31. WATSON ISLAND MARINA INTERIM MANAGEMENT NEW WORLD shall manage and operate the CITY; docking facilities set forth in bchibit •B", as part of this on an interim basis pending the development of Watson ".Island. - 15 as required . for strict S Watson island` Marina Management Agreement, No .further, capital o the CITY the right and;authority prior approval of the City Manager. stock to p be deemed of premises. If the facility is found to be the facility shill 32. be .closed '.by"'NEW `WORLD. accompinimstmen,t should be made at this facilitY, in lishing said management: by NEW WORLD, uninsurable TIME OF ESSENCE Time for the occurrence or performance o then each and every even herein shall 'be of the essence unless otherwise indicat•ed. 33. •ATTORNEYS' FEES ANt COSTS In the event that it is deemed necessary for either party o file n order to enforce any of the terms a lawsuit in' the appropriate court of"'law. i or provisions of this Agreement, then the prevailing party shall' be entitled. including t to reasonable attorneys' fees and costs, RIGHT TO AUDIT RECORDS 34. hose incurred .in appeals. NEW WORLD shall maintain books and records to meet acceptable accounting practices. Said books and to the. CITY at reasonable times, on three ;(3)'days notice accessible WORLD.: NEW WORLD grants,. documents, and books pertaining to the "management operation at the n:sufficient ;detail . records shall be:" o'N records, Miarnarina. 35. REVISIONS DUE TO BOND i ORDINANCE The parties agree .that this Agreement 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 to.audit all necessary, shall, be revised t the, extent provisions respecting the amount of the management fee payable to NEW WORLD be changed. 36. NON -ASSIGNABILITY CLAUSE assignment, This Management Agreement may.. not be. Any assigned by.'.NEW WORLD without transfer or conveyance of parties who. are not stockholders as of the dateof this Agreement shall an assignment 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 deceased stockholder or 'to said stockholder's. estate orheir. conveyance from the stockholder's estate or heir to a third party -who is not a Provided, however,that a subsequent transfer, assignment or stockholder as of the date of this Agreement shall require such approval. Also excluded from the operation of the restrictions of this clause shall be assign- ments, transfers or conveyances between and amongst persons who are stockholders as of the date of this Agreement or members 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 required by the Consitution and" :. the City of Miami to happen, Miami, and that all conditions and things Laws of the State of Florida, Dade County and exist and be performed precedent to the signing of. this Management Agree- ment as so required 38. have happened, exist and: have been performed CAPTIONS. a_matter The captions contained in this Agreement are inserted only as 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 entirecontract 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. Agreement the day and year first above written. CITY, OF MIAMI, FLORIDA,. a municipal corporation ATTEST: CITY CLERK; SECRETARY APPROVED AS TO FORM AND CORRECTNESS: GEORGE :F..KNOX,. JR °,).CITY',ATTORNEY.'`•, NEW WORLD MARINAS, INC., a Florida corporation -18- PRESIDENT:. DOULEVARD". Said 'intersection being also the northeast corner. of Block 61 N of A. L. KNOWLsTON'S MAP OF MIAMI", as recorded of the Public Records of Dade County, in Plat Book. "B' Florida; thence along the easterly extension of the southerly right- of-way Tine of said N.E. 6 Street N 88° 06' 18" E 962.6 feet to its 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 BULIQEAD LINE" as recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence along said northerly extension S 1° 43' 02" E 100.0 feet.to the point of intersection with the southerly right-of-way line of "PORT BOULEVARD", 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 parallel with and 16.7 feet westerly of the face of . the existing westerly bulkhead . of Miamarina S 1° 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 4nd southeasterly 180.4 feet through a central angle of 65° 59' 40" to the end of said curve; thence continue along the face or said basewall 5;67° 42' 42" E 388.7 feet; thence S 87° 43' 32" E 34.7 feet to its. intersection with b line parallel with and 11.0 feet- southensterly of the face of the existing .Foutheasterly 'concrete Exhibit A-1 bulkhead of Miamarina Basin; thence along said parallel N 24° 59' 38" E 46.4 feet town angle point in the bottom of 'steps or the Miamarina Restaurant; thence continue alone the bottom of said cteps which are quasi -parallel with and 15 feet )1ortheact- erly from the face of the southeasterly concrete bulkhead of Miamarina Basin N 2° 5h' 48" E 73.3 feet, thence continue along said bottom or steps, quasi -parallel with and 15.feet southeasterly alone said bottom of steps, and along its easterly extension quasi - parallel with and 25 feet southerly S 67° 05' 02" E 61.0 feet to its i nteraection Kith the face of the basewall of the dumpater and maintenance building of said "MIAMAIINA RESTAURANT". Thence along the..face of said basewall which is quasi -parallel with and.34 feet from the face of the existing southeasterly concrete bulkhead of Miamarina Basin N 25°. 23' 418" E 69.3 feet to the most northerly corner of said building; thence along the northeasterly face of said building S 64° 36' 12" E 36.0 feet to its intersection with a line 50.0 feet parallel with and southeasterly of the face of the existing southeasterly bulkhead of Miamarina Basin; thence along said parallel line N 25° 23' 48" E 439.2 feet to its intersection • with the southeasterly face of the most northeasterly planting bed of said Miamarina. thence along said southeasterly face 8 87° 06' 12" E 33.4 feet to its intersection with the'northeaet- erly face of the most northeasterly wall of said Miamarina. •maid •_ .wall being also 5 feet southwesterly of and parallel with the most northeasterly face of concrete bulkhead of Miamarina, thence along said face of wall S 42° 06' 12" E 91.0 feet to•an angle point of said wall; thence continue along said wall 5 feet northwesterly or 'and parallel with the most southeasterly face of concrete bulkhead Of Miamarina taring Biscayne Bay, 8 25° 23' 48" N 713.0 feet,to its intersection with the moat southerly face of concrete bulkhead of Miamarina facing Biscayne Day; said/BaY heaatgrimg also 65 fret northweaterly_of and parallel with the said "Dade County Bulkhead Line"; thence alone said southerly bulkhead S 87° 06' 12".E 32.5.feet - 2 - Exhibit A-2 41 4 1. • to its intersection with a line 25 feet southeasterly or and partil.1c1 with said tiost southeasterly face of Concrete bulkhead; thence along said parallel line N 25° 23' 48'1 E 731.4 feet to its intersection with a line 35 feet northeasterly of and parallel • with said most northeasterly bulkhead; thence along said parallel line 14 42° 06' 12" W 178.2 feet to its intersection with a line 100 feet northeasterly of and pttral.lel with the center line'of the Most northeasterly pier. (Pier A or 1); thence along said parallel line N 64° 341 22" W 500.6 feet more or less to its intersection with the easterly extension of the right-of-way line .of -said, "PORT BOULEVARD"; thence along said extension and along iaid right-of-way line whichis quasi -parallel with and 3.0 feet southerly of the lace of the existing northerly bulkhead or Miamarina Basin 3 88° 06' 18" 1i: 390.7 feet to the point of, . . , • . , beginning. It i s specifically excluded from the aforemenUoned description. The area leased to County LaLindriesInc. • - .r. . , Exhibit A-3 si `/ � -. '1 (1 11111111TfrI1;IIIIn11111111l!01,I���1 �. ``����11 I I I Il 11TP.1 i. I .l A11RwA• OIIIYE ,4>• C<\\ ..1 1 1111.1)111:1.1f1111.1 IllilI 111 i i 111 !•11 it 11111 !.1111111 111 I I 1 tb --742�c71,�, /44 smen SITE A PARKING MIAMARINA & RESTAURANT EXHIBIT e NIPNIUMIIIMMOrfEmer • • • • HNIACCD P IIFN t 11118 MIAMARINA CITY 0f MIAM1 • \ ' • • snr AO u •� • • ••••••S••••.,% 1►•••• 46 \ • • ••i1 _ - L. :�. Ji. .I 1. . • �. -I •• • • • • • • • • • , • • • r' - •ilIl `it•3.E.;+v.3.i.s.:.1•1•t :••._.�.$. ._.z.i.g._1 a ... r_ Areas leased to Laundries, Inc. l� 111NR r l• • • ©d46 W ' • • • EXHIBIT A-4 r Restaurant;Associates, Inc. and County Wide Commercial are specifically excluded from the managed premises. • f •: sr • • •. .* ) .;e: • •, -110:14erfi'%- to 1•• •• :3 EWA fr 4.7 • gir• .1 • ;,it?I• a•• • I: ow 4 1. ibZt •. • 0,4 • • • e • c • a • ••• ••• • 'IVY • • . I MI. 0:,•• • •• • • 41, v.,' I Joseph R. Grassie. City Manager James E. Gunderson tirector of Finance February 5, 1980 Minority Participation in the City's Cash, Management System ,. • History Prior to. 197.8,::the City'.s.banking service was doneton a -rotation basis for one .year, -among nine` Miami banks"for a demand deposit ; account with °minimum working fund balance"of atleast$650,000. Capital Bank was the last bank on the"list and in'",lieu of"being "awarded'the city's'banking""services, received.$690000°-in free funds"for"one' year. .'Limitations on the rotation basis were".as follows: ...Banks are not .always . convenient:`" ..Since the rotation was on".a'year. basis, banks were. not motivated to provide superior service. • ▪ Some local banks do not have the data processing capability t provide superior service. . Only. nine banks out of a total of, 24';headquartered.in the.. City of Miami were included on the rotation; list; therefore, the ystem discriminated against 15`banks . ..The Charter of the City of Miami, Section provides: "All money . shall be deposited with such responsible banking installations as furnish such security as the Commission may determine and shall agree topay the highest:'r g `ate of interest" (emphasis suppiied.) New System:`. The aforesaid charter. provision was implernented by Ordinance 8757, which amended Code Sections 16-2 and 16-3, by establishing a competi- tive bid basis award of the 'City 's banking service needs for a contractual three-year period and restricting investments to be placed on a competitive bid, basis. The bank contract generated from this ordinance, stipulates that each minority bank located within the City would. receive .$250,000'in a Certificate of Deposit for a three-year period at passbook savings rate of 5.5% as compared to _ the current`. rate', of returnof 13%. During the past, year minority banks have bid 107 times.. They have been successfully the highest bidder 8 times` and been awarded $22,400,000. 1 1