HomeMy WebLinkAboutR-80-0062RFC/rr
1/24/80
BE
RESOLUTION NO.
56-62.
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE THE ATTACHED AGREEMENT BETWEEN
BISCAYNE RECREATION DEVELOPMENT COMPANY
AND THE CITY . OF MIAMI FOR THE MANAGEMENT
OF THE DIPNER KEY MARINA COMPLEX, SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH
THEREIN, UPON THE FURTHER CONDITION THAT
THE AFORESAID AGREEMENT SHALL ONLY BECOME
EFFECTIVE UPON THE PROPOSED ATTACHED
ORDINANCE BECOMING EFFECTIVE.
IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1 The City.Manager is hereby authorized t
execute the
attached.aareemenb between
Biscayne Recreation
Development`Company and the City of Miami for the management
of the Dinner Key Marina Complex, subject to the terms,enc.
conditions set forth therein, upon the' further condition that'
the aforesaidagreement shall only become effective upon the;;
proposed attached ordinance becoming effective.
JANUARY °► 19 8 0 .
PASSED.: AND ADOPTED this 24 day
_TEST.
RALPH G. ONGIE
CITY CLERK
PREPARED AND "APPROVED BY:
ROBERT=F.. CLARK
ASSISTANT CITY 'ATTORNEY
APP
GEAR!
CIT �'
MAURICE A. FERRE
MAYOR'
S< TO FORM AND ,:CORRECTNESS:.
i
F.. .35,OX , JR.
TTO NEY
CU
OLLo W„
CITY COMMISSION
MEETING OG
JAN?119MO
MANAGEMENT AGREEMENT
THIS AGREEMENT. made and entered into this ay o
January
1979, by and between the City of Miami, 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 Company",
W I T N E S S E TH :
WHEREAS, The City currently owns and operates the
property and facility commonly known as the Dinner Key
Marina; and
The City. Commission desires
initiative and enterprise reconstruct and
WHEREAS,
o have private
redevelop the
Dinner Key Marina site into a firstclass operating marina;
and
WHEREAS, The City has advertised for Public Proposals
for the lease and operation of the Dinner Key Marina; and
several other proposers
made public proposals in accordance with the "bidding"
documents; and
WHEREAS, The Company offered to renovate and design
marina facility with private capital; and
new.
WHEREAS, The Company along with
WHEREAS, The City
a
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
minimumin consideration of lower dockage`. rates for
and in order not to encumber said premises
possession contract,
long
and::
a
tenants
with a long term
WHEREAS, The City has rejected all proposals for a
lease and; operation of Dinner Key Marina; and
WHEREAS,
WHEREAS, The City'COmmission directed the Manager to
negotiate a short-term management contract with Biscayne
Recreation Development Company; and
'SUPPORTIVE
DOCUMENTS
FOLLOW"
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, • '
• WHEREAS, The Company is both desirous and capable of
construction management, and management & operation of the
facilities at said marina; and
WHEREAS, The City and The Company have negotiated this
Agreement;
NOW THEREFORE, for and in consideration of the premises
and the nautual covenants hereinafter contained to be observed
and performed, the parties hereto agree as fo3.1,3107s:
1. DESCRIPTION OF PREMISES
The parties hereby agree that an accurate description
Facility", opropermietysi3Oe: "Premises", is edto
a
etorifen.fe'srnrown on exhibit
ilTbiet 1:A"
attached hereto and made a
of the managed Pre h'
2. TERM for a period
dofsic T .s Agreement
. e fo the
Basic this
timon
Term reemen r perm
t shall,itting: day 0
be . end construc-
tion.r
a. of he ce
T c 3. and s
Term
. t en option
Te ding omm
The iu i c
ten This
including
shall
llw ersrighteri:dition.dad
10) Re d co provided
b. Preferential
shall have the
( Agreement 7 t to an .d p
The Company
Agreement upon
ntial a preferential same t year P
3. wa. . t
to renew this
at the end of the initial term fc:n: (5) h intervals. The
fol 0 ' n its operation a
as shall rats The Company
month
upon the condition
The City year at six (6) of the docks and
times per
least two (2)1 be based of the grounds shall
and the maintenancepiles and cleanliness
and
facilities. The Company shall be entitled to its preferen-
tial right and option to renew if its ratings have been
generally satisfactory for the initial term of this Agreement.
The Company shall give The City notice of its intent to
exercise this right at least sixty (60) days prior to the
expiration of the Agreement.
"S UPPO R.1:1 11,1 F
-2- DOCUMENTS
FOLLOW"
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theFacility during the term of this
small boat
consideration provided in paragraph
shall operate the property for asma
3 USE .
The Company, as the management agent for The City,
shall be the exclusive agent of The City and shall operate
Agreement. For the
four herein, The Company
recreational facility, offering
port, marina and;
dockage and.other marina
related:serviges, for the :use .of and by the general public
o the following.-
shall include but not be limited
• Dockage and mooring of boats.
Service
s
or
Cooperation with Consulting Engineers
The Company` shall
other consultants,
cooperateh° .witsuch consulting engineers,
as may be designated by `engineers,
under the Bond Ordinance, in`making'anannual inspection o.f
the marina facilities and reporting their findings as to
whether such facilities have 'been maintained in goodrepair,
working order and condition, and their recommendations as to
(i)changes, if any in the operation, repair and maintenance.:
ensuing fiscal year and an`
and (ii) the, amount that
of the facilities during the
estimate of the cost therefor,
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.
A "boat rampfacility, which shall be open to the
public and for which no charge shall -.be: -made.
• Showerand restroom facilities for use by those
persons docking and; mooring, boats..
• Closed,` circuit T.V. security system for the docks.
.' Security system for
• Sailboat, charter
Coin operated laundry. facilities.
▪ Maintenance of landscaping, perimeter walkway and
lighting.
"SUPPORTWE
Ir.QLLGW f1
moorings.
boat and commercial boat rentals.
Sale of bait, tackle and ice.
Sale of marine ; hardware.
The City retains for itself the right:to control sailboat conces-
sions at the present location at Dinner Key or at such future
location as provided within the redevelopment plan for Dinner
Key Marina.
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k. Sale of take-out food and beverages including beer.
:1. Sale of fuel.
m ▪ Launch- services
for
moored boats.
▪ Boat sales and boat brokerage, provided, however,
that a maximum of five percent (5%) of thetotal
number of slips shall be used for such purposes.
• All other related services in accordance with City
of Miami Zoning Ordinance and subject to the approval
of;the City Manager, whichshall 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.
to such designated contractor
the total normal daily rental rate then in effect
the slips on said pier multiplied by the number of
actual use.
4. CONSIDERATION
The fees >charged ?by The Company
shall be an amount no greater than
for each o
days of.
Notwithstanding any other provisions of this Manage-
ment Agreement, The City and The Company covenant and agree that
the obligations, duties and responsibilities of each of the par-
ties imposed under this Management Agreement shall be subject to
the applicable provisions of the ordinance ("Bond Ordinance"),
authorizing the issuance of the revenue bonds for the Marina
Facilities.
B. Basic Consideration
As consideration for the efficient management,
and maintenance of the property throughout the period of
Agreement, the parties covenant as follows:
Upon execution of this Management Agreement, The City shall.
pay from the gross receipts, as herein defined, its monthly oper-
ating expenses; next, The City shall pay The Company one
cent (10) per foot, per day,
for;dock space leased; next,:,:
"SUPc i 7T! VE
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FOLLOW"
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any excess revenues shall be deposited in a construction
reserve account which shall be used to reduce the amount of
any.
1
bonds required for reconstruction.and expansion'` Of the
marina
facility.
In the event, notwithstanding 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 exceeding the.
then prevailing revenue bond rate, then any remaining revenue,
after expenses and management
percent to a
fees, shall go fifty. (50%).
construction reserve fund for major repairs and
renovation and fifty (50%) percent to The City. The City
shall not be obligated or liable. to The Company for any such
failure' or inability to obtain construction permitsor to
sell such revenue bonds.
Consideration After Permitting or Receipt of Bond
Proceeds
Upon receipt o
tion.andexpansion of the marina facility
_
bond proceeds issued for reconstruction
all permits necessary for reconstruc
or upon receipt
expansion;,
whichever comes first, The City shall
receipts the monthly operating
requisitions from The Company.
balance of the money in the Revenue Fund to the credit of
the various funds and accounts established under the Bond
Ordinance. Said funds and accounts shall provide to The City
a sum equal to 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 monthly
basis from money in the surplus fund a fee of one cent (10)
per foot, per day, for dock space leased and ten percent
(10%) of gross revenues produced by moorings; and at
time as the finger pier dockage rate exceeds twelve cents
(120) per foot, per day, The City shall pay to The Company an..
additional one -tenth of one cent (1/10th of 10) per foot, per
day, for each one cent (10) that the finger pier dockage
rate exceeds twelve cents (120) per foot, per day. All
andn
0
first pay from gross
exPenses based upon monthly
The City shall deposit the
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remaining money from gross receipts shall within sixty (60) days
of the end of each fiscal year be divided equally between The
Company and The City.
D. Definition of Completion
Completion of the facility shall be defined as acceptance
by the City through issuance of a certificate of occupancy.
E. Handling. of Revenues
The Company agrees that all revenues and other income o
the marina facilities,
fees and charges
including collections of rates, rents
and all other income derived
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.
will be collected and deposited
daily,
faras practicable, in. -the, name of The City, to,the` credit
of the Revenue Fund established under the`Bond Ordinance.
F. Bond Service on Concession Improvements
The Company shall also pay.. to The City its monthly bond
as
service requirementon any concession improvements for which
bond funds maybe required or
shall pay to The City one half
service
additional sum on an
requirement for said
or arising from
In addition, The Company
the monthly bond
concession improvements, plus 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
completion of said construction. Finally, The Company shall.
pay to The City one cent ($.01) per gallon of fuel sold at
the marina.`.
The Company shall be entitled to operate any concessions or.
to enter into percentage agreements with concessionaires to
provide the services set forth hereafter. The Company will pay
the City the followingconsiderations arising out of the operation
'.-13ISLAigaliailli4'
of the concessions listed below, namely: ten percent (10%) of
The Company's gross revenues earned from concessions contracted
to third party concessionaires; or ten percent (3.0%) of The
Company'scompenys ngerotspsrorefviet.nrubeustensorntedlesfreom aenllfivepercent (5%) of The
services concessions referred oprate operated
by The Company at Dinner Key Marina. The
herein are:
(1) Security systems for moorings
(2) Coi.ri-operated laundry facilities
(3) Sail of bait, tackle and ice
(4) Sale of marine hardware
(5) Sale for consumr)tiorl, off the premises, of food
and beverages, including beer, but not other
alcoholic beverages •
(6) Sale of fuel; however, The Company shall pay The
City one cent for each gallon of fuel pumped
(7) Boat maintenance and repair
\\IE
the above
for these services.
H. Definitions
(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
be limited to five percent (5%) of the total new
lineal footage available for lease after construc-
tion exceeds the lineal footage currently available
(9) Other services sub3.ect to the City Manager's
approval
In the event The Company chooses not to provide any of
services, The City may negotiate a direct concession
Operating expenses shall be defined as salaries paid to
the dockmaster, assistant dockmaster, dock workers, bookkeeper,
receptionist, secretaries, typists and other employees
providing direct services to tenants; social security and
• • ,
other employee benefits; legal expenses; auditing; office
expenses; miscellaneous supplies and equipment; utilities
and waste removal; insurance; ordinary maintenance and
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repair; and advertising and promotion. (Further, annual
operating expenses shall include a depreciation reserve and
replacement amount equal to one -thirty-fifth (1/35th) 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
synonymous and interchangeable with the term "gross receipts"
and shall include all income collected by The Company from
the operation and rnanageinent of the facility.
Bond service requirement as used in this Agreement shall
eathe amount. in any fiscal year which would be necessary
InfornThe City to Pay the sum of the amount to be deposited in
UJ cf) the interest account and the amount to be deposited in the
principal account on its revenue bonds if all bonds were
LU 0 amoritzed in equal installments over a period of not less
° --I than twenty-five (25) years. Monthly bond service requirement
CL. .7,71
C-) is one -twelfth (1/12t)' of the bond service requirement.
=rn
# 0 5. MANAGEMENT SERVICES
a. The Company shall deliver on or before the
fifteenth (15th) day of each month, beginning with the
second month of this Agreement and continuing eachandevery
m°
nth thereafter during the effective period hereof, atthe
office of the Department of Finance of The by,
City,
or at such
other place as may be designated hereafterThe City
the aforementioned monthly payments. Along with said
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payment, The Company shall provide an operating statement in
certificate form signed by a duly authorized officer ofTI
Company setting forth in such detail as the Director of
Finance of The City may prescribe, the amounts of gross
sales.
Charges and Handling of Money
The Company shall offer, make and keep the Marina
Facilities available for.use by the
charge and collect the rates, rents,
services rendered by or for the use of
conformity with the schedulethereof
by The City.
general Public and shall
fees and charges for the
such facilities in
as prescribed or authorized
The Company shall supervise and control the hand-
ling of all money received in the operation of the Marina
Facilities and shall
controls,
establish an adequate system of internal
satisfactory to the City Manager, covering the receipt
iture of move and the maintenance and operation of
and expend y
marina
facilities
and shall prepare all appropriate operating
reports and statements necessary
Management Agreement.
Certain Rights, Duties and Responsibilities.of The:
jand financial
under
C.? , Lk:r ! operate,
this
c.
Company
The Company
and ` The City
or appropriate
agree that The Company shall
maintain, repair and manage the marina facilities for
The City as an independent contractor in
Management Agreement and subject to such
and schedules of rates, rents, fees and
revisions thereof,
from time to time; `in
or authorized by The City.
repair and
accordance with this
rules and regulations
charges, including any
effect, as prescribed
•
The Company shall operate, maintain,
manage the marina` facilities, and shall maintain such
facilities in a neat and orderly fashion consistent with such
high standards and shall render first class, high quality,
courteous service to the genera]. public. The company is empowered
to manage the marina facilities and
exercise such management power as it deems reasonably necessary for the
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orderly, safe, sanitary and secure use of such facilities in
accordance with applicable laws, regulations, ordinances and
rules of the City.
d. Current Expenses
The current expenses incurred in the. operation,
repair,maintenance and management of the marinafacilities
theties
shall
be
Paid out of the Revenue Fund in conformity
it
budget in effect at the time and the Bond Ordinance.
e. Renewal and Replacement Fund Expenditures
Expenditures of money in the Renewal and. Replace-
ment Fund shall be made by The Company in conformity with
the Bond Ordinance
Renewal andCurrent Replacement expenses an dthe therefor; badunddehg expendituresnotexceed
x op f.e then°i thenteruYer eventaaisa nthe
°abe at
in
not
t of any emergency The
and necessary amou::mpanY maY make urgent e approval of the h
within the purview of the budget with t
City manager or his designee.
f.:,.Company as Manager
This Management Agreement establishes The Company
as the manager and operator of the subject facility, and any
person dealing with The Company shall have the right to rely
ful3.y on its power 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 employees be entitled to Florida Workmen's
Compensation benefits as employees of The City.
•'•
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"SUPPORTIVE
DOCUMENTS
FOLLOW"
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The Company shall have the sole conti of of `the manner and'.
ing with the terms of
means of performing this Agreement subject to The Company comply-
this Agreement. The Company shall have the
full power and authority to take all actions tobring about an`
efficient operation of the marina and to maintain 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 employees necessary for the operation of
their compensation and privileges.'<
a marina
g•.
facility and to fix
Professional and Technical Services
The -'Company may employ
provide such legal, accounting and other professional or techni-
cal services as The Company deems advisable for the proper main
tenance and operation of the
budget for the then current
h. Additional Responsibilities
F consideration provided in Paragraph
technicians and consultants to
fiscal year.
or
as a' minimum:
Marina Facilities, subject to the
The Company; shall,
(1) Provide The City with an estimate of required operat-
ing expenses for the forthcoming fiscal year=sub
approval by
ject to
the City Manager, which approval shall
be unreasonably withheld.
(2) Maintain books and records in
sufficient. detail: to
not
meet
acceptable accounting practices.:. Said books' an re-
-
Cords shall be accessible to The City at' reasonable
times.
l employees
(3) Be responsible for hiring and discharging al
related to the operation and
d normal maintenance of the
(4)
facility.
Provide normal and routine maintenance of the facility
in order to insure that the property remains in
good state of repair, free from hazardous conditions
and deterioration.
(5) Be
the
responsible for theadministrationof all Leases of
marina facilities including, but not limited to
the collection of all sums due from Tenants and the
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PQJENTS�80-62
f,
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 .1•:. •
for use by said public of the subject premises.
The Company is authorized and empowered and is
granted the responsibility to pursue all appropri-
ate legal action as is necessary to collect unpaid
obligations and enforce all Landlord's rights, in-
cluding the pursuance of all legal remedies ava3.1-
able for such purposes subject to the provisionsiboiflithe
th City Charter. The City agrees that e reapons ty
of The Company herein provided shall be pursued in the
name and on behalf of The City.
shall
(6) The
the amount of not less
lhae(Company furTehenadreguate bond
Dol-
lars$
000) requiring
Thethan Company to ifty unusaanrdterly
account for revenues it receives on. behalf of. The
City in accordance with the provisions of this Agree
ment.
(7) The Company shall be responsible for the complete
operation of the Dinner Key Marina Complex as
de-
fined and legally described herein.
(8) The Company will institute management systems, secur-
ity systems, training and staffing programs , promo-
tional and advertising programs and financial con-
trol systems that will provide a secure financial
operation and achieve the objectives of The City for
the Dinner Key Marina.
(9) The Company will act as manager for the redevelopment
and reconstruction of the Dinner Key Marina facility
at the present location so that the marina will be a
public waterfront recreation facility at the present
site. This reconstruction will be financed by The
City through Revenue Bonds. The construction and
renovation will comply with all governmezita3. rules
and regulations.
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(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.
(12) Company 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 marinaoperation
without the prior consent of the City Manager which
shall not 'be unreasonably withheld.
(14) The Company will:abide`by and enforce all rules and
regulations now in effect or established. by The
City_
from time
o time. Any rule or regulation es-
tablished by The Company shall ,require approval of`
the City Manager which shall not be unreasonably with-
.
(15) The Company will inake every effort to enforce the re-
moval of all vessels from
the facility upon
issuance
of Hurricane Warnings by the National Hurricane`:.
Center.
(16) The Company shall enforce the rules and regulations
asfollows
good. condition with their own
in the Dockage'Agreement
(a) Only vessels in
power will be permitted in theberthing::area.
b) Berths "will :be assigned by, the dockmaster'o
his representative -a
d: no changes
out permission.
(c) The Company;.will be respon
Will : be made `with-
ible for keeping the
piers clear of all vehicles, small boats supplies
and storage of any items except those that can be
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stored n
the locker that may
be-suPPlit� with the.
i
berth of vessels
d)- The Company will limit
the number
( except that; one
that can use each berth to one,
srovided it � is
mall boat may also be berthed, p.
and does not pro -
within the limits of the berth,
ject'beyond the pilings•
limit the repair work that may
will P
(e) The Company of Miami:'.
done at the docks as defined in the City
be
Agreement.
will enforce the rules that pro
(f) The Compa ny
hibi flame, torches.:
t the use of charcoal burners, open
.< t •_ ,
and
(g)
the use of T.V. sets.,
radios and other on
board equipment that
nuisance. rohibsting
to any' shall. enforce the rule p r
bage trash, human w
(h) The :Cop .. such as;gar-
bage throwing .overboard
of any objects,
aste, and shall enforce -the pro swimming, diving or fishing from
any other open e9
pen flame producing uipmen
shall enforce the present rules on
T Company
musical instruments, hailers,
may create a',
visions prohibiting
the piers•
ntemplates the installation of radio
The. Company co rovs.de
the-Dockmasters Quarters to P
equipment within :In adds.
to-to
boaters �with�ship e communication. closed :.circuit T.V.
The Company will install a docks and
tion, at the provide better security scanning to'- •
their environs. newsletter, either monthly
(18)' The Company will initiate a•
boaters abreast
the. Dinner Key
•
biweekly, to� keep
of activities, 'events.,
andgeneral information con
cerning the area. from
programs emanating 19) The Company will encourage P ent.
( tours, entertainm
Dinner Key such as regattas,
(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.
(21) The Company will endeavor to promote:.
boat uses between the tenants of
exchange of
Dinner Key Marina,
and marina tenants, in other parts of;.the country
and the. world.
(2 2The City or. The Company ; may, from time :to time,
request, changes. in the scope Of servicestobe per
formed hereunder.Such changes which are mutually...
agreed upon between The City and The Company must
incorporated - im written - amend • ments' • to . this
Agreement following approval thereof by the City
•
Commission.
(Additional'services to be provided by The>Company are
cluded in other p�rtions of this
Agreement.
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PRO rrt't
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6. CONSTRUCTION OF NEW FACILITIES
The parties hereto agree that The City and The Company
shall use', their
best efforts to expand Dinner Key. Marina to pro-
vide for approximately 550'slips, .200 moorings and support
facilities for :the >>marina, including, but not limited to`dock-
master'
s offices, laundry services and restrooms, storage space
formaintenance
equipment, mail areas, bait & tackle, carry-ou
food facilities, sail boat rental areas, transient facilities
and commercial`, boat facilities and
The City deems appropriate.
such other facilities a
The parties agree to provide the maximum number of slips
consistent with the maintenance of a sound environment and su
ject to approval of all regulatory agencies.
t is anticipated that The. City shall issue
of approximately $4,500,000 to provide financing
improvement and expansion. The parties
that The Company shall select and pay from its own resources
the design and engineering team to perform the permitting and
preliminary engineering. Said team shall be selected subject
to the approval of The City Manager, which approval shall not
be unreasonably withheld.
The Company agrees to pay a maximum of $100,000 for pre-
liminary engineering and permitting of the marina. Preliminary
engineering shall not include working drawings and permitting
shall not include the cost of City of Miami permits. Attor-
ney's fees, engineering and consultants fees and all other
costs and expenses shall be
revenue bonds
for the marina
hereto mutually agree
"SUPP PT'1\
DOC U M 1- -1
FOLLOW"
included in the permitting process.
80-62 •
The Florida Consultant's Competitive Negotiations
Act
(F.S. Sec. 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
compensated by
Compan
as distinguished from those 'engaged: and
y). The Company shall participate
n.
the competititve selection process by having a designated
representative appointed to the selection committee..
During the preparation of engineering plans and spec
cations, The Company will determine the appropriate layout,
support systems, anci].lary uses and design and construction
criteria, subject to approval by The City Manager. The City
shall issue all construction contractsfor the facility. The;
Company shall provide on -site oversightand management of, the:
shall notify The City of anyproblems that arise
project and
during construction
that will affect the operation, management
and maintenance of the marina.
The parties agree that the completed design plans
specifications shall become the property o;
CUSTODIAL SERVICE
The ;City..
an
The Company shall furnish all. maintenance supplies for
housekeeping and shall provide all custodial and janitorial
E_�_ services required to maintain the
t...i ,and presentable condition.
8. CITY S RIGHT TO EXAMINE PROPERTY
,..?
The Company shall make available for inspection by City
� C2D 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 Company shall recommend dockage rates and rates for
property in a` clean, sanitary
the use of other facilities and services to the City Manager.
The following costs,expenses and economic factors shall
be considered and included in setting dockage rates, namely: Bond
debt service requirements
of one hundred fifty percent (150%) coverage
-17-
80-62
charge
all as
rates
other
operating expenses,' management fees ;and .other costs,
set forth in paragraph 4 of this Agreement. Dockage
shall be generaily consistent with those charged at
marinas of comparable quality situated on public lands
in the Dade County area.
In addition The Company shall'. be
permitted to require vessel owners to pay for utility service
to the dockage rate
which
is separately metered.
Rules and Regulations:.
The Company shall recommend to the City Manager any
rules
and regulations it deems advisable for the operation, use,
repair, maintenance and management of the marina facilities.
The City and The Company agrees that such rules and regulations
shall be prescribed and enforced to provide inarina services to
1 publicf thehighest quality, with due observance
the genera of
of amenities and astute standards
ance and maintenance
Company covenants tha
commensurate with the appear
standards •of the surrounding.area. The-
t it will observe and enforce said rules
and regulations.
10. CONFORMITY TO THE LAW
The Company
covenants to comply with
regulations and order of Federa
autho
tate,
all laws, ordinances,
County and Municipal
cities pertaining to the propertyand operation thereon.
The Company further covenants and'agrees that there will
discrimination as
be no
origin in
personnel.
to race
color
creed, sex or national`
the use of the property:. or in the employment of its`...,
Protection of: Tax Exemption:
The City and The Company covenant and agree that, notwith
standing any other provisions hereof, the marina facilities 0 '
shall be operated and maintained hereunder at all times.` as OD c
public facilities owned by The City and serving.. the general fr. •- , �.j
mriL)
public and shall be available on a regular basis for general
public use, and that in the operation and maintenance :of the y
CIO fiagw.
-18
i
. ■
80-62
marina facilities nothing shall be done by either The City or.
Company to jeopardize the exemption from Federal income tax of
the interest on the bonds (exclusive of bonds held y a sub-
stantial user of the marina facilities or a related person,
as defined in the Federal income tax regulation). Any provi
sion in this Management Agreement which jeopardizes such tax
exemption shall be deemed null and void.
11. PAYMENT OF UTILITIES
The Company shall pay for all utilities consumed on
the premises and waste collection fees, if any, as an operating
expense except as provided in paragraph 9 hereof.
12. 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
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 Company under this A.greement. Any costs in adjusting tlie
site use to accomodate said system shall be borne by The Ca.t, .y
or its franchisee, as the case may b.e.
In the event The City decides to provide or grant a
franchise for Water -Born Transportati.on to and from the Dinner
Key area to other locations in The City, the parties agree that
such free eInbarking and disembarking facilities for said Water'
Born Transportation will be provided. Any costs in adjusting
the site use to accommodate said system shall
be borne by The
City or its franchisee, as the case y be.
Location of said facilities as described above shall be
• ' , • • • - • • •
mutually agreed upon.
13. HURRICANE AND EMERGENCY
The City shall, during any emergency such as hurri-
cane, flood, fire or any type of disaster, cooperate with The
Company for the security of the premises. The City shall use its
best efforts during an emergency to safeguard the said premises.
"SUPPORTIVE
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DOCUMENTS
FOLLOW"
8 0 6 2
•
14. INVENTORY
any,
All fixtures,
urnishings, furniture, and equipment,, if
in or upon the facility and their condition will be in -
ventoried`before occupancy by The Company. The Company will
maintain fixtures, furnishings,; furniture and equipment, if
any, in good and operable condition during the term of this
Agreement at its own cost and expense, except for those fix-
tures, etc. attached to docks and building to be demolished,
and said property shall be deemed in its sole custody and
n the event that any 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
cares
excepted,
15. OWNERSHIP OF IMPROVEMENTS
during the term of this Agreement.'
All improvements, f•
ixtures and equipment constructed
installed at the facility or purchaged with `City funds
'shall
he 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
title to the property, all perm -
termination of; this Agreement
anent improvements, fixtures and equipment
purchased with. The'.
City funds shall be peacefully 'surrendered .and delivered to The
City..` Title to all Company equipment shall remain
The Company and The, Company shall have the right to
same from the premises.
vested wi
remove t
16. DAMAGE OR LOSS TO COMPANY'S PROPERTY
The Company assumes all risk of damage or loss to
its
property for any 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 of any pipes or waste water in or about the
property 'or"from hurricane or from any act of God, or any act
of negligence of any user
whomsoever.
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17. DESTRUCTION
In the event the premises shall be destroyed or so damaged
or injured by fire, hurricane or any other casualty during the
life of this Agreement whereby the property shall be rendered
incapable of use for its intended 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 maximum extent possible.
18. INDEMNIFICATION
• ';'1•40'.,-0;)Mpony..•co:v.enants.:•:•afid.„' Agree. • that-. -it shall indemnifY-.
and'save harmlessThe City fromandigainstr
__•.-:Suits,..-aCtionS,.-,:damagei- Orothercauses of action :: dur-
ing the term of
this Agreement for any persona]. injury, lossof
stained 'inor about the property,
by reason 0f The cOinp4ny's. manageinent'!''theriOf,
and from and against anyorders,. judgments or decrees,. which Inay
. • "- •
,.•,-:be-entered:.thereOni,and:.--froin: and: against all costs, - •
fees, expenses and liabilities incurred in and about the defense
of any such claim and the investigation thereof; provided, how-
ever, that before The Company shall become liable for said cost,
The Company shall be given notice in writing that the same are
about to be incurred and shall have the option itself to make
the necessary investigations and employ counsel of The Company's
own selection for the necessary defense of any claim. The City
may, at its option, retain its own counsel at its sole cost and
expense in addition to the provisions as hereinabove set forth.
19. ADVERTISING
The Company agrees to undertake an aggressive advertising
program to inform the public of the availability and services of
the marina, and The City agrees to use its best efforts, through
its Publicity Department and other Departments, to assist The
Company in promoting the public use and enhancement of the
marina. Further, The Company shall undertake, with the City
Parks and Recreation Department, to erect appropriate signs de-
signed to assist and direct the public to the marina and its
services.
"SUPPORTIVE
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DOCUMENTS, 8 - 6 2
FOLLOW"
The Company agrees to work with area merchants and busi-
nesses to develop, an integrated program of auxiliary
services
such as hotel accommodations, car rentals, restaurant and
laundry services, for marina users.
20. DEFAULT
If The Company shall neglect or fail
any of the terms, provisions
herein contained, for a period of
serve
to perform or ob-
conditions andcovenants
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 failwithin thirty
(30) days period to commence and thereafter proceed diligently
to cure such default, or if The Company shall be declared bank-
rupt according to law, then and in any of the aforementioned
events,
The City may lawfully and immediately or at any
thereafter,
the facility
without demand
and/or notice, enter into and upon
or any part thereof and expel The Company and term-
inate this Agreement.
21. NOTICES
Notices from The City to The Company shall be deemed duly
served if mailed by registered or certified mail,
ostage pre -
Miami,
paid; to The Company at 444 Brickell Avenue, Suite 1000,
Florida 33131, attention: Murray H. Dubbin, General Counsel,'
and Notices from The Company to The City shall be deemed duly.
served if mailed by registered or certified mail, postage pre-
paid to the City Manager, City of Miami, P. O. Box 330708,
Miami, Florida 33133; or to such other respective persons or
addresses as the parties may hereinafter
by notice given in the foregoing manner
TIME IS OF THE ESSENCE
designate to eachother,``
the occurrence or performance of
event herein shall be of the essence unless otherwise
23. TAXES
The parties agree that the management;;: and operation
the Dinner Key Marina facility and : those operations convenient
or necessary therefor
are public purposes and, therefore,
"SUPPORTIVE
DOCUMENTS ®0-62
ad valorem taxes should be assessed by the Dade County Tax
•
Appraiser. If, however, taxes are assessed by said property
appraiser, the parties agree:
A. Assessment upon or against concession properties. In
the event that the property tax appraiser assesses taxes upon
. •
or against such portion or portions of the lands subject to
this Management Agreement as are in the control of concession-
aires, 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 expense 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 concession-
. • .
sires, provided further, however, that at all times the parties
have first determined that the said concessionaires requesting
such defense or requesting the joinder in such defense, will
fully and completely pay the costs and expenses of such defense
as may be incurred by the parties or either of them including
court costs and reasonable attorneys' fees incurred by the 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 indemnify and save the parties jointly
and separately harmless from any and all claims, charges or in-
debtedness resulting from the conduct of such defense and con-
test in the event the same is not successful. All concession
agreements entered into between The Company and its concession-
aires shall through appropriate language incorporate the terms
•
and conditions of this covenant.
B. Assessments against the marina property. In the event
taxes are assessed against the property upon which docks, piers,
moorings and any other properties devoted to marina use and
upon which the marina is located as well as properties upon 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. Both parties agree to cooperate fully witheach
SUPPORTIVE
DOCUMENTS 8 0 - 6 2
Foi
lawful and
based upon
that the taxes are due and such determination i
reasons, other than the existence of this
Agreement, then it is agreed that all real property
school board and municipal shall be included in
of
other to
contest and defend against said.. assessment.
test and, defense shall, at the option of the parties or 'either
Said con.
of them, be conducted at the administrative level, i.e. before
the tax
appraiser, the tax appraisal adjustment board or an
successor organization, and before the courts, to such extent
and to such level as. The Company or The City 'shall determine.
2. The costs and expenses including reasonable at
which are incurred by the parties as well as such
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'
torneys' fees
taxes which have
order o
ment issue has been submitted for determination,
judicial,
or
f the highest tribunal before which the property assess
administrative
results ina determination that such' assessment
and
Management`
taxes,
county,
madea.°part
the operating budget as operating expenses which shall.;
included and made;a part of the total expenses used to determine
dockage rates as set, forth in paragraph
4. In:the event the final adjudicatory action de -
elates -the assessment lawful and the taxes to be due and payable,
solely due to the existence of this Management Agreement, then
it
of
is agreed that the amount of said taxes shall be made a part
the operating budget and shall be deemed operating expenses
included in the makeup of the dockage rates as set forth in par-
agraph 9, unless the effect of such inclusion causes dockage
rates to exceed the average rates charged for dockage and moor-
ings at other marinas situated on public land located in the
Coconut Grove area. In such latter event, The Company may pay
any amount of tax which causes such excess of the average rate
from its profits. If The Company fails to pay such excess, then
-24- SUPPORT
OOC ���
Ts
Fl iE i ()IAD,
80-62
The City shall terminate this Management Agreement and reim-
burse The Company for expenses incurred in accordance wit
Paragraph 6 - CONSTRUCTION OF NEW FACILITIES.
be
5.
The economic effect of such property taxes shall
computed annually andmade a part 'of each.`semi- Annual :oper-
ating
form
budget with such adjustments as may be required to con
to the terms of This Agreement..
24. LAWSUITS --RENT STRIKES
If and in the event a lawsuit is brought by any party
against The Company
solely, due to. the"signing of this Agreement,
and/or
agree; to mutually defend
in a temporary delayof t
The City,
which in substance arises
then
the .parties
said lawsuit.. If.said ':lawsuit results
he 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 strike ora
similar strike or: refusal to' pay :rent _:or la
nature in which 'rental :•payments ; are placed
or in any court fund,.The Company shall be relieved of its obli-
lawsuit of any type or
in any escrow `account :'
gation to pay to The ,:City :any _amount in excess of:the monthly_
bond service requirement until such rent strike: or suit i
settled and all SUMS
are released to and/or obtained by The Com-
pany. This provision shall not permit a reduction in the amount
of consideration required to be paid
lay of the required payment.
25. INSURANCE
-but 'only a,temporary de.
The Company shall not commence work
on this Manageinen
Agreement until it has obtained all insurance required under this
section and such insurancehasbeen approved by The City.
times, during the term of this
Agreement, maintain .in'full force and effect thefollowing de-
scribed insurance
covering the property and the operation thereon:
(a) '. Public liability insurance of not less than, $1, 000,000
per:. occurrence for death or bodily injury' and not less than
$1,00.0,,000 per occurrence for property damage.
casualty coverage of not less than ninety
(90%);`of replacement value of all existing and future improve-
ments.
-25-
"SU PORT VE
f }I
=�� 1 r
80-62
sured
Said insurance shall name The Cityas an additional in -
and shall provide that The City shall be given at least
thirty (30)
said policy
days' advance written notice of cancellation of
or any material modifications thereof.
Certificates of insurance shall be filed with the prop-
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.M.` Best Key Rating., Guide,
latest edition.
The Company shall further carry any other
sonably required in connection with the
26. FUNDING
The 'City 'shall be solely
proposed, operation..
responsible for funding the im-
provements described herein.
from revenue bonds in a sufficient
Million Dollars ($5,000,000).
27. CONFLICT OF INTEREST
• The City agrees to;provide. fun ds:`
amount not to exceed Five
No stockholders, directors or employees of The Company
shall have any interest in any business which supplies The Com-
pany with goods :or'services without advice to and consent of the
Manager. It is understood and agreed that The Company's
Heys,; Dubbin; Schiff, Berkman & Dubbin, are also stockhold-
City
Cit
attor
ers of The Company and that they may, in addition to receiving
any profits or dividends declared, be compensated at their
ular rates as an operating expense .in connection with any. of
Company's: needs 'or rights and obligations arising out
connection with the Provisions of this Agreement.
28. ATTORNEYS' FEES'AND COSTS
In the event that it is deemed
to file a lawsuit ill the appropriate court of law in order
enforce any of the terms and provisions of this Agreement,
the prevailing party shall be entitled to reasonable attorneys'
fees and costs.
-26-
"SUPPORTIVE
DOCUMENTS
FOLLOW" 8. 6 2
.• •
29. CAPTIONS
The captions contained in this Agreement are inserted
only as a matter of convenience and for reference and in no
way define, Unlit or prescribe the scope of this Agreement
or the intent of any provision hereof.
30. REVISIONS DUE TO BOND ORDINANCE
The parties agree that this Agreement shall be revised
to the extent necessary, in the opinion of underwriters for
The City, of its revenue bonds, to reflect provisions in the
Bond Ordinance as may be necessary or desirable to make the
revenue bonds marketable. In no event shall the provisions
respecting the amount of the management fee payable to The
Company be changed.
31. ENTIRE AGREEMENT
This Agreement contains the entire understanding of tile
parties hereto concerning the subject matter hereof and no
modification, release, discharge or waiver of any of the pro-
visions hereof shall be of any force and effect unless in
writing and signed by both parties.
32. REPRESENTATION BY CITY
City warrants and represents that it has full power and
authority to enter into this Agreement under the Constitution
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
this Managentent Agreement have happened, exist and have been
performed as so required.
-27-
80-62
•
1
33. NON -ASSIGNABILITY CLAUSE
This Management Agreement may not be assigned by. The Company
without prior approval of the City Manager. Any assignment,
transfer or conveyance of stock to parties who are not stockholders
as of the date of this Agreement shall be deerned an assignment
requiring the City Manager's prior approval. An assignment
i
subject to the restriction contained herein shall not nclude an
assignment to the personal representative of.a deceased stock_
holder or to said stockholder's estate or heir. Provided, however,
that a subsequent transfer, assignment or conveyance frorn h
stockholder's estate or heir to a third party who 3..s 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 who are stockholders as of the date of this Agreement or
members of their immediate family.
IN WITNESS WHEREOF, the parties have hereunto causedthie9se
presents to be executed this day of.e
ATTEST: THE CITY OF VIIAMI
•
Ralph Ongi.e, City Clerk Joseph Grassi.e-• City.Manager
CSC°AYPN'EYRECREATION DEVELOPMENT
MPN
Robert M. Traugott,
Secretary
Paul S. Wa3.ker, President
APPROVED AS TO FORM AND CORRECTNESS:
GEORGE F. KNOX, JR.
CITY AT NEY, TY OF
B
•
11111 111111PAPOOP
80-62