HomeMy WebLinkAboutM-78-0728DINNER KEY MANAGEMENT AGREEMENT
SUMMARY 12/1v75
2_TERM
10 YEARS
WITH SEMI-ANNUAL INSPECTIONS FOR PROPER MAINTENANCE
AND OPERATION
NO ADVERSE COMMENTS MADE DURING 10 YEARS
THEN COMPANY HAS RIGHT TO AN ADDITIONAL
5 YEARS UNDER THIS AGREEMENT
2, USE
GENERALLY
SMALL BOAT MARINA & MOORINGS
BOAT RAMP WITH NO CHARGE
SHOWERS & RESTROOMS
SECURITY SYSTEMS
CONCESSIONS SUCH AS BAIT & TACKLE,
FOR TAKE-OUT, FUEL, BROKERAGE
MARINE HARDWARE, LAUNDRY & OTHERS
SAILBOAT RENTAL & CHARTERS.
ALLOWANCE FOR FALL BOAT SHOW SPACE
FOOD & BEVERAGES
CON Ai.,t ON
PRIOR TO BOND ISSUE
GROSS RECEIPTS
OPERATING EXPENSES
MANAGEMENT PEE (1 /PT1/DAY FOR DOCK SPACE LEASED)
EET.GOES TO CONSTRUCTION RESERVE
AFTER ISSUANCE OP BONDS (DURING CONSTRUCTION)
GROSS RECEIPTS
• OPERATING EXPENSES
DEBT SERVICE (INTEREST ONLY)
• 1/2 OF DEBT SERVICE TO CITY (BONDS REQUIRE 115 COVERAGE)
- MANAGEMENT FEE (1/FT,/DAY + 1/10 OF 14 POR EACH 14
FINGER PIER RATES EXCEED 12 + 10% OP MOORING REVENUE)
NET IS SHARED 50-50 BETWEEN COMPANY & CITY
UPON COMPLETION.
GROSS RECEIPTS
- OPERATING EXPENSE (INCLUDES FOR AMOUNT EQUAL TO 1/35 OF.
BOND USED AS A DEPRECIATION & REPLACEMENT RESERVE)
DEBT SERVICE (1ST PAYMENT ON PRINCIPAL DUE 1/1/83)
- 1/2 OF DEBT SERVICE TO CITY
MANAGEMENT FEE (SAME AS DURING CONSTRUCTION)
NET IS SHARED 50-50 BETWEEN COMPANY & CITY
:COMPANY IS ENTITLED TO 'PROFIT FROM CONCESSIONS BUT MUST RENT
SPACE FROM CITY AT A RATE EQUAL TO DEBT SERVICE + 1/2 OF
DEBT SERVICE + 1/35 OF COST OF SPACE ON SPACE SO PROVIDED
ALSO
COMPANY PAYS CITY 1 FOR EACH GALLON OF GASOLINE PUMPED
6 T U TI.BN"NEW FA.ILt`Y
EXPECT $4 500 000 REVENUE BOND ISSUE TO PROVIDE 0 SLIPS
4 200 MOORING & ANCILLARY SUPPORT FACILITIES
COMPANY WILL PAY $100 000 TOWARD COST OF PERMITTING AND
DESIGN DEVELOPMENT DRAWINGS (IF MORE THAN $50 )00 IS
REQUIRED ADDITIONAL $50,000 WILL DE ADVANCED FROM FOND.
PROCEEDS & REPAID AT $5,OO0IYEAR INTEREST)
COMPANY SELECTS DESIGN TEAM SUBJECT TO. -CITY MANAGER'S APPROVAL
ALL DESIGN WORK'SUBJECT TO CITY• MANAGER`S APPROVAL
CITY ISSUES CONSTRUCTION. CONTRACT
.COMPANY SUPERVISES WORK ON BEHALF OF.CITY
9 DOCKAGE 'RATES
COMPANY RECOMMENDS BASED ON BOND REQUIREMENTS & COMPARABLE
FACILITIES SUBJECT TO APPROVAL OF CITY MANAGER
20, DEFAULT
COMPANY HAS 30 DAYS TO CORRECT VIOLATIONS
3.1_1A XES
. CONCESSION PROPERTIES ARE TAXED O1TY OR COMPANY MAY
DEFEND AT CONCESSIONAIRES EXPENSE
IF FACILITY IS TAXED COMPANY ANb CITY SHALL DEFEND
IIFF. FACILITY IS FINALLY JUIDGED TO BE TAXABLE FOR REASONS
OTHER THAN THE MANAGEMENT AGREEMENT THEN TAXES ARE
SPREAD TO TENANTS
E FACILITY IS FINALLY JUDGED TO BE TAXABLE BECAUSE OF
THE MANAGEMENT AGREEMENT THEN TAXES ARE SPREAD TO
TENANTS TO THE EXTENT THE RATES DO NOT EXCEED AVERAGES
IN COCONUT GROVE AREA
LE TAXES CAUSE RATES TO EXCEED AVERAGE THEN COMPANY
PAYS EXCESS OR AGREEMENT IS TERMINATED AND CITY
REIMBURSES COMPANY FOR DESIGN COSTS INCURRED
M I ,M1WT..: ►,oIt I IC►V !`
TIIiC Adtett tHTmadc and 'ehtor'ed into this ...�day of
beoetiber, 1 by -and between the City of M .atti a r�ttii cipai
Cot oration of tie•Mate of r1.oricla, hereinafter refer red•to
The•City"•acid $iseayne Recreation bovelopment Company, a
li ..
Florida Corporation, hereinafter referred to as "The Cotpan€�"
s4 .L.T•_N. E. 5.,.5_ErT:.Et.
iVfitRtAS, The City ctirrently owns -And operates the
•property and facility commonly known as the Dinner Rey.
Marina and
WHEREAS, The City Commission desires to have private
initiative and enterprise reconstruct and redevelop the
.Dinner Rey Marina site into a first class operating marina
WHEREAS, The City has advertised for Public Proposals
for the lease and operation of the Dinner Key Marina; and
WHEREAS, The Company along with several other proposers
made public proposals in accordance with the "bidding"
documents; and
WHEREAS, The Company offered to renovate and design a
new marina facility with private capital; and
WHEREAS, The City now desires to finance the reconstruct-
ion and development of the marina with monies from revenue
bonds in order to keep the interest cost of repayment to a
minimum in consideration of lower dockage rates for tenants
and in order not to encumber said premises with a long term
possession contract, and
WHEREAS, The City has rejected all proposals for a
long-term ].ease and operation of Dinner Key Marina; and
WHEREAS, The City Commission directed the Manager to
negotiate a short --term management contract with Biscayne
Recreation Development Company; and
WH1;111A5 The Company both desirous hhd callable
f'
i�'s
c itistrtictidn management, and management & operatioh of the
tac- 111t1eS at said m 1t ihn; ritld
Wlltkt AS, The City Atid The Company have negotiated this
Agreement ,
NOW TlllJRt1ORE, for and in consideration of the premises
and the mutual covenants hereinafter contained to be obserVed
and performed, the parties hereto agree as follows:
1, bMSCRIP TIQt1 OF PP.1 MtS1 S
The parties hereby agree that an accurate description
of the managed premises, hereinafter referred to as "The
Facility", "Property" or "Premises", is shown on exhibit
attached hereto and made a part hereof.
2 TERM
The Term of this Agreement shall be for a period of
(10) ten years including the time for permitting and construc-
tion. This Agreement shall commence on the day of
197
'A"
The Company shall have a preferential right and option
to renew this Agreement upon the same terms and conditions
at the end of the initial term for a (5) year period provided
as follows
The City shall rate The Company on its operation at
least two (2) tines per year at six (6) month intervals.
rating shall be based upon the condition of the docks and
piles and the maintenance and cleanliness of the grounds 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
e::ercise, this right at least sixty (60) days prior to the
expiration of the Agreement.
3. USE
The Company, as the management agent for The City,
shall be the exclusive agent of The •City and shall operate
l•'ot' 'the
Doti:s dei ati n provided in flatagraph'fbUt herein, 'I'ht 'Compa% Y
sltail tapeiAtite alit iroppe °Ly- tot a --small boat Tort,' Mariha atfi 1
creational facility, c f.ferint•dockage acid•other tnatiina
'elated sett' Cet,' foi- •Lhe use of and by tho ,enerat public,.
shall tnetttde but `not ' be limited to t:he' follot3ing t
l och c and hoorittg, of boats,
4 boat tamp facility, which shall be open to
pub .ie and for..which no charge .shalt be made:
C, Shower and•restrootm facilities- for use by. -those
.persons docking•and mooring boats
Closed security system -for the docks,
Security system for moorings
Sailboat, charter boat and commercial boat rentals,
Coin operated.•laundry facilities,
Maintenance of landscaping, perimeter walkway
lighting.
Sale. of -bait, tackle and ice. -
Sale . of•marine hardware,
the
k. Sale of take-out food and beverages includin
1, ' Sale of. fuel..
Launch services for moored boats.
Boat •sales.and boat brokerage, provided, however,
•-that a•maximum of five percent (5%,) of the total
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'Ciry Manager,. which shall not
be. unreasonably withheld.
The Company further agrce$ that during each' year of the
of this Agreement and any c> tefsiOn thereof , Tier 5,
or any.eouival.ent-pier, shall be.-made•available•to such
party.,party_as The City, raay designate as its contractors for purposes
• of conductin ; the annual. Boat . Sho:•: , -The feces charged by
The -Cor piiny to such de;,ignated ec ntractor shall, bc' an
apiount no greater than the. total. normal daily rental. 'r'atp -
then in of f :c:t for each of.the .slips on- said pier inuiti il.ied
lay the number of days of actual- use:
CON8l L Jl Y ION
As consideration rot Lbe efficient management ,operation
and Maintenance of: the pt opert ' tht I haul the period o
this Agrc`.eti ent , the patties coVc:tiant as follows:
Upon execution of this 11anagetient. Agreement, The Company
shall pay ft oM gtoss receipts, as herein defined, its monthly
o pet°at ing expenses; next, The Company shall pay itself one
tett (1) por foot, pet day, for dock space leased; text,
aria excess revenues shall be deposited in a construction
reserve account which shall be used to reduce the amount of
any bonds required for reconstruction and expansion of the
Marina facility.
Upon receipt of all permits necessary for reconstruction
and expansion of the marina facility or upon receipt of bond
proceeds issued for reconstruction and expansion, whichever
comes first, The Company shall first pay from gross receipts
its monthly operating expenses; next, The Company shall pay
to The City a sum up to 1./12th (one twelfth) of the annual
interest due on the bonds if sufficient funds are not available
through interest earnings on said bond proceeds to cover
interest during construction; next, The Company shall pa;.' to
The City a sum equal to one-half (1/2) of the monthly interest
required to be paid on bonds; next, The Company shall pay
itself a fee of one cent (lc) per. foot, per day, for dock
space leased and ten percent (10%) of gross revenues produced
by moorings. At such time as the finger pier dockage rate
exceeds twelve cents (12c) per foot, per day, The Company
shall pay itself an additional one -tenth of one cent (1/lOth
of le) per foot, per day, for each one cent (10 that the
finger pier dockage rate exceeds twelve cents (12C) per
foot, per day. A11 remaining income from gross receipts
shall be deposited in a joint City/Company account and.
annually shall he divided equally between The Company and
The City.
Upon compl.' aoti of harin:t reconstruct]
defined) The Company shall pay its tenth
i:eoi�it.s, as nerettl ,
x
ly operating ex.pensc s and shall pay to The City the monthly
bond service requitement for the total amount of the bonds
used in construction of the docks, moorings ► do lzmaste ''s
i
office and ancillary facilities , excluding concessionaire
spaces; next, The Company shall
pay to The City a sutra equal
to one-half (1/2)
of the monthly bond service requiremen of
the aforementioned bonds; next, The Company shall pay to
itself a fee of one cent (10 per foot, per day, for dock
space leased and ten percent (10%) of the gross revenues
produced by moorings; at such time as the finger pier cdoc,:age
rate exceeds twelve cents (12c) per foot, per day, The
Company shall pay itself an additional one -tenth of one cent
(1/10th of 1c) per foot, perday for every one cent (1c)>
that the finger pier dockage rate exceeds twelve cents (12c)
per foot, per day. All remaining income from gross receipts
shall be deposited in a joint City/Company account and
annually shall be divided equally between The Company anc
The City
Completion of the facility shall be defined as accept-
ance by the City Commission of all contractorswork for
renovation and expansion of marina facility as funded through
the contemplated revenue bond issue. The Company shall also
pay to The City its monthly bond service requirement on
concession improvements for which bond funds may be required
or used. In addition, The Company shall pay to The City one
half (1/2) of the monthly bond service requirement for
concession improvements, plus an additional sum on an annual
basis equal to 1/35th (one -thirty-fifth) of the cost of
construction of such space provided for said concession.
improvements for depreciation, replacement and repair,
Payment of the aforesaid sums shallbegin after the completion
of said construction. Finally, The Company shall pay to The
Cil•:.y one cent (10 per gallon of gasoline sold at the rtar ^.na,
4II profits received from itiy cot.ces oti cii' precnta e
agtcet ent With any '. c one+ens s toiia it=e Of an 'Opt rat ion- w li'+oh The
t
Company operates in accordance with the terms and ov s'io s
of this A reeMent shall be retained by The Company, The
CoMpatw shall be ent:i Liied to operate any coheessions of to
j
enter into percentage tt reement s With conCeSSlotlaites to
provide the following services:
(1) Security systems for moorings
(2) Coin operated laundry facilities
(3) Sale of bait, tackle and ice
(4) Sale of marine hardware
(5) Sale for consumption, off the premises, of
food and beverages, including beer, but not
other alcoholic beverages
(6) Sale of fuel; however, the Company shall pay
The City one cent for each gallon of fuel
pumped
Boat maintenance and reapir
Boat brokerage services providing that any
boat for sale shall pay the full price for
moorings and for wet slip storage. Broker-
age slips shall be limited to 5% (five per-
cent) of the total lineal footage available
for lease.
(9) Other services subject to the City /tanager's
approval.
In the event The Company chooses not to provide
any of the above services, The City may negotiate a
concession for these services,
Operating expenses shall be defined as salaries paid to
the doclunaster-, assistant docicnia rter, deck workers, hoof:'::ccper,
receptionist, secretaries, typists and other- employees pro-
viding direct services to tenants; social security* and other
employee benefi-t+s; legal expenses; auditinj;; office ta;pot;ses;
M sCCllaneous tie .:fd equipment; tiLil._I.ts and Wa: E'e
1etiibVal ; i.fislttl,tiicc i ordinary 't: a i tlttehatice and repair; and
Ve1tisitlg and promotion, (Further, annual operating ek=-
peftses shall include a depreciation reserve and rep1ccctneht
mno itit: equal to 1./35th of L1w total anoutiL of the bond issue
used, excluding cot cesi ion space. Such funds shall be de-
posited, on a monthly basis, with The City and shall be
available for extraorclth ii y repairs and repincetnent 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 he Company from
the operation and management of the facility except those
revenues attributable to concessions that The Company provides
at the facility.
Bond service requirement as used in this Agreement
shall mean the amount in any fiscal year which would be
necessary for The City to pay the sum of the amount to be
deposited in the interest account and the amount to be
deposited in the principal account on its revenue bonds if
bonds were amortized in equal installments over a period
not less than twenty-five (25) years. Monthly bond
service requirement is one -twelfth (1/12th) of the bond
service requirement
The Company shall deliver on or before the fifteenth
(15th) day of each month, beginning with the second month of
this Agreement and continuing each and every month thereafter.
during the effective period hereof, at the office of the
Department of Finance of The City, or at such other place as
nay be designated hereafter by The City, (or at such other
place. as may be designated hereafter by ..The City, )
the afore-.
tnent;io ied hcnt 1y 'paytittxnts , %1_oti tiit 1t ;r' iti jpAyrient i Tho
Cotttti atv ail rov..cic an otnting st ltetnetit iti ce ti_ficate
si�� p pe
fpf`tl`l sign(d by a duly 410t10t ik d officer a he Cot;tpltty
settitlt; forth iti sUclt .1s the Director of 1'thante Of'
The City May ptestrtbc, the ntloutits of gtoss sale;,
5, t A ACEMLtITSI I;Vt(t S
This Management Agtcericnt: establishes The Company as
the-matager and .operator of the subject facility, and, -any
person dealing with The Company shall have the tight to rely
fully on its power and authority to' bind. the facility twlith
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 theCivil Service
or. Pension Ordinances of•The City, nor any -rights generally
afforded classified 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.
The. Company 'shall have.the.sole•control•of the manner
and means -of performing this Agreement subject to The Company -
complying with.the.terms of -this -Agreement. The Company
-shall have full power and authority to•takeall actions to
bring about an efficient operation of• the marina and to
maintain it as a first. class marina, except for actions:
specif:ically,prohibited in• this -Agreement. The Company
shall have the exclusive authority to hire and discharge all
of its employees necessary for the operation of A. marina
•
facility and to- f i : their coriipensation and privileges
Pot the consideration provided in Paragraph four The
Company shall, a a minimum:
(a) provide The City with an estimate of required
p g p .g i
operating e�: crises for the forthcoming fiscal
year subject to approval by the City Manager
which approval shall not be unreasonably
withheld.
(b) Maintain books and records in sufficient detail
to meet acceptable accounting practices.
books and records shall be accessible to The
City at reasonable times.
(c) Be responsible for hiring and discharging all
employees related to the operation and normal
maintenance of the facility. Employeesmay re-
quire training.
(d) Provide normal and routine maintenance of the
facility in order to insure that the property
remains in a good state of repair, free from
hazardous conditions and deterioration.
(e) Assume the responsibility for collecting any
sums due from the general public for the use
of the facilities, including, but not limited
to dockage fees and slip rentals. The Company
agrees to pursue .legal action, if necessary, to
collect said obligations.
(f) The Coinpahy Shall furnish an adequate fidelity
fond ih ah amouht of hot less than
requiring The Company to quarterly account for
r etenucs it receives on behalf of The City ih
accordance With
the provisions of this Agreement
(g) The Company shall be responsible for the complete
operation of the Dinner Key Marina Complex as
defined and legally described herein
(h) The Company will institute management systems,
security systems, training and staffing programs..
Promotional and advertising programs and
financial control systems that will provide a
secure financial operation and achieve the
objectives of The City for the Dinner Key Marina,
(i) The Company will act as manager for the redevelop-
ment 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 governmental rules and regulations.
(j) 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
()c) The Company shall be responsible for all claims,
snits, actions and damages that may arise
as.
a result of the negligence of The Company's
ope'rltipn of this facility.
(t) The (JI imiy will not allow any s or adVet
i}it MaLetial to be placed oti the exterior of
any structure ih the facility,
(tii) I kcept for dockage e hind Mooring, The Company
hill not lease of sublease any portion of tie
marina operation without the prior consent of the
City Manager which shrill not be unreasonably
withheld,
(tn) The Company will abide by and enforce all
rules and regulations now iri effect or established
by The . Company from time to time. Any rule or
regulation established by The Company shall require
approval of the City flanager which shall not be
unreasonably withheld
(o) The Company will make every effort to enforce
the removal of all vessels from the facility
upon issurance of Hurricane Warnings by the
National Hurricane (.enter.
The Company shall enforce the rules and regulations
in the Dockage Agreement as follows
(1) Only vessels in good condition with their
power will be permitted in the berthing area.
(2) Berths will be assigned by the dockmaster
his representative and no changes will be made
without his permission,
(3) The Company will be responsible for keeping
the piers clear of all vehicles, small boats,
supplies and storage of any items except those
that can be stored in the locker that may
supplied with the berth.
(6) The Company will limit the number of vessels.
that can use each berth to one, except" that ono'
small boat:, inay also be berthed, provided
it is wi_Lbi.n the li_►sirs of the berth, and doe$
not project: beyond the pilings.
(5) The Company will limit the repair Work that
May be done at the docks as defined in the City bf
Miami Agreement
(6) The Company will enforce the rules that
prohibit the use of charcoal burners, open flame
torches and any other open flame producing ecttiipment.
(7) The Company shall enfor.cc: the present rules
on the use of T.V. sets, mu:-ical instruments,
hailers r radios and other on board equipment that
may create a nuisanze.
(8) The Company shall enforce the rule prohibiting
the throwing overboard of any objects, such as
garbage, trash, human waste, and shall enforce the
provisions prohibiting swimming, diving or fishing
from the piers.
(q) The Company contemplates the installation of
radio equipment within the Dockmasters Quarters
to provide boaters with ship -to -shore communication.
In addition, The Company will install closed
circuit T.V. scanning to provide better security
at the docks and their environs.
(r) The Company will initate a newsletter, either
monthly or biweekly, to keep the Dinner key
boaters abreast of activities, events
general information concerning the area.
The Company will encourage programs emanating
from Dinner Key such as regattas, tours, and
entertainment.
(t) The Company will endeavor to establish a
relationship with other marinas in the area with
the intent of providing better service for all
of the boating public,
(u) The Company will endeavor to promote exchange
of boat t;ses between the tenants of Dinner Key
Marina and ,marina tenants in other parts of
t) e cQuntry and the werld,
1
(v)• The City •tir'• The Cc n'D by tnay4 from -time tt
timoi request dhtthcjcss ih the scope of setVice5 to
be performed hereunder, 8udh c'hattrJes Whdh•afe
-iriutually. agreed uport be ttieen "The City and The
-Company most bo incorporated ih'rwritteti amendments
to - this lacjreement following approval thereof by
the City Oommission.
•(additional services to be provided -by The Company.are
includedin other portions.of this 1(lreement).
6. CONSTRUCTION OF NEW VACI,T4Ms
The•parties•hereto agree that The City and The Company
shall'use their best efforts to expand Dinner ley. Marina to
provide for appro>imately 550 slips, 200 moorings and -support
facilities for the marina, including but not limited to
dockmaster's•offices, laundry services•and'restroems
space for maintenance •equipment, mail areas, bait & tackle;
carry-out•food-facilities, sail boat -rental areas, transient
facilities and.conunercial'-boat-facilities and such other
facilities• as The City deems appropriate.
The parties agree to provide•the maximum number'o
-slips consistent with the maintenance of a sound environment'
and subject.to approval of all regulatory. agencies.
• It is anticipated• that.The.City. shall;issue revenue
•
bonds of approximately'$4,500,000 to provide financing
the marina improvement and ekpansion. The parties
mutually agree that The Company shall select the
engineering team, subject to approval of the City Manager
Which shall ,not be unreasonably withheld Said team shall
have overall responsibility for bringing the project to
contract,.
bufifSt` tho propardtioh of encjineoting pidh ifica
• ..
t^i.atr�layout,
bons, Tho Cornixahy ttii.1.-cieti.
ctmnc: Lhe ap" t �.
•
sup port•systetti*, ohoitiary es and desiin at d consttudtiot
critc is j subjoct to at p oval by the City Manalot.. `fhe•City
-shalt •issue a11-cot1sttuction doh acts for .tho fac lityt
'1'he Cotnpatiy shall provide on -site oversight and manaJetnent
of the. project and shall notify ''he City of any problets
• that arise during construction that Hii11 affect the opera.-
tion, management -and maintenance of the marinas
The Company agrees to pay a maiinutn of $100000.00 for
preliminary engineering arnd permitting of the marina.
Preliminary engineering shall not'include working drawings
and permitting shall not include the cost of City of Miami
permits. Attorney fees, engi>7eering.and consultants fees
and all other. costs and expenses shall• be included -in the
permitting process. In the event that the preliminary•
engineering and .permitting costs in excess of.$5.0,000.00,
The City shall-advance.any sum above-.$50,000.00 and -The.
Company shall reimburse The City•at the -rate of
per year,.' plus, interest equal to the revenue bond interest
•
• rate, until the sum advanced (but'not in excess of $50,000.-00)
•
' is. paid.
7 . CUSTODIAL -SERVICE
The Company .shall furnish.all maintenance supplies for
housekeeping and shall.pxovide all•custodial•and•janitorial
services required to maintain the •propertyin a cleans
sanitary and presentable condition
8. CITY'S RIGIIT TO EXAMINE PROPERTY
The Company shall make available for inspection by
Manager or his designee all areas of the property under
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.
$5,000.00
City
its
the. Cottpar y havo the'right to 6e't d6-dk44e dates
:,and • ratt35 for. the vise of other, tati1ities and setVi.Ces
•
•subeCt to the apprOvd1 ot, the•City Nlanacer, Which shad not
be unreasonably withheld.
In setting dockacc. Cates, the folloWing e;rasts, e;tpehses
and economic'' factors shall he Considered and included
nailO.y.
Sot:cl debts ser .;ice roquirements, fifty percent (50%)
coverage chargeF, operating t`'..pense:;, InanagemC'It fees and
other costs, al' as set forth in pal-acjcaph 4 or this Agree=
meat. Dockage rates shall be generally consistent with
those charged at other marinas of comparable. quality situated
on public lands in the bade Coanty area.
In addition to the dockacje rate, The Company shall be
permitted to require vessel owners to pay for utility service
which is separately metered.
10. CONFORMITY TO THE LAW
The Company covenants to comply with all laws, ordinances,
regulations and orders of Federal, State, County and Municipal
authorities pertaining to the property and operation thereon.
The Company further covenants and agrees that there
be no discrimination as to race, color, creed, sex or
national origin in the use of the property or in the employ-
ment of its personnel.
11. PAYMENT OF UTILITIES
The Company shall pay for all utilities consumed on the
preen Les and waste collection fees, if any, as an operating
expense except as providt'd in paragraph 9 hereof.
12. WA.TER TT,XI AND TRAM :;TATIONS
In thv event The C-i t:„ clec i clvls to }provide or grant a
rd uk. hise to provide a Tiaw of People -Mover ;y;; tem for the
Dinner Key ?.ark area, Ti Company agrees to permit The City
to establish a station and roadway for access for said
system on the property, ;iO long $ the same does not ufrea-.
seronly interfere with t'►e oporat. pn or 'Elie: Company under
this 1 c r'eengpt , Any Posts in tadjusti.r) the sitsito use to.
.aoco►iQ(ate s;ii:d system ' i;..*1, . bo i)orn 1-)y Ti10 s'ii Y or iti
4P tl,y e4$0 ; ,y
the - evctit Ttie ] ty decides to . provide •bt tj h t a
franchitt foe t{iatet- Orh tatisportatibn to and froth the
birthet hey area to othet locations in the City 'fhc Cotnpa � '
di#00 to ptoVide. free embarkincj and disemarkit1c fadi.lities.
for said Watet born ttanspottation. nny costs in adjusting
• the Site use to accomodate said System shall be born by:The
Cityof its franchisee, as the case may be.
i,ocation of• said facilities as described• above shall
mutually agreed upon.
13.
HURRICANE Alb EMERGENCY
The City shall, during any emergency such as hurricane,
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.
14. INVENTORY
All fixtures, furnishings, furniture, and equipment,
any, in or upon the facilityand their condition will be
inventoried 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
fixtures, etc. attached to docks and buildings to be demolished,
and said property shall
care. In the event that
be deemed in its sole custody
any of the aforementioned items are
if
lost, stolen or damaged, they shall be replaced or
repaired
at the cost and expense of The Company, ordinary wear and
tear accepted, during the term of this Agreement.
15. OWNERSIHIP OF IMPROVEMENTS
All improvements, fixtures and equipment constructed or
installed at the facility or purchased with City funds shall
be owned by The City, The Company shall have title to all
personal property purchased with Company funds which were
not included in the annual operating budget, Upon expiration
_ or' termination of th�-� Agreement, title to the property, 41
1
pernifent improvements, fixtures and equipment purchased
-1:6-
i4ith• the titSi funds shall be pcacefully•sutrendoed a is
4ei vered to Tho City Tit C tb A11 company et uiptheht shad
teilaih vested ttti The Company ,and P'hc Cotnpahr' Shi1.lhave
the tight to remove the same frotfl the premises+
a55O CO tI?Itt�.Y...i.: �TtOt?t;R' 'Y
The 'Company. assumes all risk:- of damage or loss to its
property for aYiy
cause whatsoever r twhich shall include, out
daina e of loss that may occur to
not•be 1ii<►ited to, ar►y g
merchandises goods, equipment or other property covered
equipment
•
under this Agreement, f.lost, dattaged or destroyed by fire
theft, rain, Water, or leaking
of any pipes or waste. Water •
i n or about the property or froth hurricane or from any act
of God,. or• any act of negligence of any riser of the facilities
•
or any persons whomsoever.
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 untenable, the parties agree to use the
proceeds to rebuild•the facility..
proceeds shall -be• used to pay .the
to the maximum•extent possible.
18. INDEMNIFICATION
The Company covenants
'and.save harmless.The City
insurance
interest on insurance
bond service requirement
and agrees that
from and against
it shall indemnify
any and all
claims, suits-, actions,_damages or other causes
arising during the term of this Agreement for any personal
injury,, loss of life or damage to property sustained in or
about the property, by reason of, or as a result of The
Company's mttanagement thereof , and from and against any
orders, judgments or decrees, wh ich may be entered thereon,
attorney 'a fees, expenses
and from and against all costs,
and liabilities incurred in and about the defense of any
such claim and the investigation thereof; provided however,
that before The Co iPany shall become liable for said cost,
The Company shall be cgiven notice in writing that the same
?rp about to be i eurred and shall have the option itself to
of action
Make the hecessaty investigations and employ counsel bf one
Company's oWh selection for the nedessar ' defense of am
Claim. The City, may, at its optioht retain its own dou :sel
at its tele Cost and ekpehse in addition to the provisions
as hereihabove set forth.
19. ADVERTISING',
The Company agrees to undertake an aggressive advertising
program to inform the public of the availability and ser'f'icea
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, wi:h
the City Parks and Recreation Department, to erect appropriate
signs designed to assist and direct the public to the marina
and its services.
The Company agrees to work with area merchants and
businesses to develop an integrated program of auxiliary
services, such as hotel accommodations,car rentals, restaurant
and laundry services, for marina users.
20. DEFAULT
If The Company shall neglect or fail to perform or
observe any of the terms, provisions, conditions and covenants
herein contained, for a period of thirty (30) days after
receipt by The Company of notice of such neglect or failure,
or if more than thirty (30) days shall be required because
of the nature of such default, if The Company shall fail
within thirty (30) days period to commence and thereafter
proceed diligently to cure such default, or if The Company
shall be declared bankrupt according to law, then and in any
of the aforementioned events, The City may lawfully and
immediately or at any time thereafter, without demand and/or
notice, enter into and upon the facility or any part thereof
and expel The Company and terminate this .Agreement.
21, NOTICE
Notices lrpm The C .ty to The Company shall be deemed
duly served if mailed by recistered or Qertified mail,
postacje pre -.paid to The Company at 444 13ri:cliel.l. Avenue,
-10-
i666 tab Piotida 33.3 , attehtioft. Murray tf .
bubhin., l thera . ebohscl, aria Woticcjs frog Tho Cote tt y to The.
City sham: be deorncd duly served if rnailccl by rcgistcrec or•
•,: �ostac c pro -paid to the City hanager, City
ce�rtificcl rttaii �•�. � J p � � � L�
Of 330708 C�liaiiti tlor da 33 .33 or tb such
other respectiVe persons ' or addresses as the parties may
• hereinafter• designate to each ti
othet, by noco•'givet in the
foregoing Mahhote. ftom time. to time
22. `IME.. t5 _QF'_ r 1 ESSCtCE
Time for the occurande or performance of each and every
event herein shall be of the essence unless otherwise indicated
23, TAXES
The parties agree that the management and operation of
the Dinner Xey Marina facility and those operations convenient
or necessary therefor, are public purposes and, therefore,
no ad valorem taxes should be assessed by the Dade County
Tait 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
concessionaires, -or upon which, concessionaires are situated,
in the performance of any concession agreement hereunder,
the parties agree that at the request of and at the expense
of any such concessionaires, the parties may defend against
such assessment on behalf of such concessionaires. The
extent of such defense by the parties shall be as reasonably
requested by such concessionaires, provided further, however,
that at all times the parties have first determined that the.
said _concessionaires requesting such defense or requesting
the joinder in such defense, will fully and completely pay
the costa and expenses of such defense as may be incurred by
the parties or either of them includincj court costs and
reasonable attorneys' fees incurred by the parties or either
of them in such defense, and provided further that the said
pro;)e'rty
1.
other to
contest
either
'before
or any.
ottrt.?Ssloh1ire £eUe§tine + udh F1 do►1t o5't bf c 3t,oSStiteht
f fitly and doi^p1et$'ty LndonitltFy and c;Ft'Vc .the part -tog jointly
-attd ieparately harati.eSs front my t7. hd tit 1e11t11S) +.than.? dt, rit
i tldeiitedness reSultinq ftofil the ootidudt of sudh r1(feh8e
acid ciotlt€'st•in the event the sat'rte is•tlot 'sttc c'.es:; tail.. Ali
conoO5s1on aor eettlonts r`n tred into hest We.en -Thy:' t `c)Itlpany and
its t'ondessic)tt.air'is sh.i`► 1.
tht-oucth aoi)tor)riate lc!t;citiaoe
3 lcci•poi^-lte 1 !e trills ,ttltl .;ondition:-, of tuts do- naYil
B. 11ssi .;smet;is aita n:sL the mar : n;i proper'
/ei: taxes (1.`e aysess.Ki
pLer,;, mooriniS at'd an
In the
•Tai.nst the lands ur on :,hick docks,
•(ner prnoert:.tes ftevotc=: to tnati:na
ui;e And upon ;shioi' the m:,rinct is Located AS W, l As proper.t. i es
ire located,
U:.)On whichthe
mai ina rid?:iini:;trative faci liti+�s
as well as all i.m►Wroverlonts
tax appraiser, the
Both parties ngroe
thereto, are asscss's,d by the
Parties hereby ag re(: as follows:
to cooperate
fully with each
contest find 'defend against said assess1! nt.
Said
and defense shalt, at the opt -ion of the parties or
of them, be conducted at the administrative level, i.e.
the tax apprais . r , the tax appraisal adjustment board
successor or.gani zo t i on, and before the courts , to
such extent and to such Level as The Company ;)r The City
determine.
2.
The costs and e:pons.es including reasonable attorneys'
which aro incurred by tite partios as well as
-0i fTtt have accrued and bo'cn paid during
iation contesting Said taxes, shr'41
au
citing bud get il!; opc'r.t t i nq
the COU.YAt_? of
be included
exponsL!s and be(`oTu'
1:c.:!1omi elr•.1ents 'tC) inq to 'thr makeup or'
.a mor'. t:ul Ly rt.i.:rrod to 0 '+ar4',iiiph
.he dockage
f tilts \q.r. e -
3 If final ;tdjudi°�� Lory actin i.e. thy? : i.nai order
h i.gheE,L
-has.been
ludici t1.,
tribunal I)4 I:o e which the nrQp>r, .r, assessment.
st.ibi'titte<i 1.91° determination, cl im ;tl.Strative
resints it: ; determination that such 45sossment
i ; t :.,t'fu 1. and that the t..t};‘•c, aro cduie, .:and Such dt t 'TTtj.!#z t for
is b:t ed qon red$6ftS rtho° than the omitet°ao of tht
:Maniti.iittent Aelrcefelit, then it is -agreed that all . ai•Atop=
po 'ty tamo't , county sdhool. beam anti fiunithi Sal shad be in-
. 'd iudoa in and !}fade a part. -6f the bpert-ttinci budget a - operata,
ih(1•c :tpen c?S which 6e included and made a paft of the
• totJl ex ieh n:,. used to cictertnine dockage' rate:; as Set- forth
iri ;)a c agraph
1. In +. ,, evuii: . he final adjud iCatory actibh declares
t1;, ;:rseS Ic1lt lawfrll argl. the t•ates t-,) be duo and payable,
sc, 1 , 1 .! chic tO ti.s t ence of this Management Agreement: then
it cf, agrtfed Lnat Lho *mount of said taxes sh.rl:`l be made a
pa)
L of the op,)uatinq 1 udget and shal. L be deemed operating
expenses included in the makeup of the dockage rates as set
forth in paragraph 9, unless the effect of such inclusion
can:c's dockage rates to exceed the average rates charged for
dockage and moorings at other marinas situated on public land
loc tted in the Coconut trove area. In such latter event, The
Cori any mly 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 The City shall terminate this Management
Agr4_ement and
r.eintburst.� The Company for expenses incurred in
accordance with Paragraph 6 CONSTRUCTION OF NEW FACILITIE"S.
5. The economic effect of such property taxes shall be
cot,rruted annually and made a part of each semi. -annual opera-
t.inq budget with such tdiustmetits as may be required to conform
to rho: terms of this Acireement,
24. LASS SUITS RENT STRIKES
Cf a':�c3 in the event a law suit i.3 brought by any 'party
r�+1. i n`3t T. Company nni Ver The City, which in substance
Z►r- :yes solely due to the sign,.q of this Agreement, then the
pear r:ics agree to mutually defend said law suit, If said law
:au i L results its a temper iry dr• 15-ay of the projects, this
AtJ 1 ,,..,tnent 5 h
Ow delay,
11 be extended by the amount oF time caused by
If 'fled in the eyc?a)t. that there is 4: tenant strike or a
OiMilaf striko et refusal to •lay fent or law stiit Of -any,.
t. yp.d i3r iiat r in which rental payments ate placed ih ahy
escrow account or fh -ahy court ftjnd,.The Company shall be
relieved.of its-obliiatioi to.pay to The City arty
atnOttnt ih
eXtcess of. the monthly bond•service'recuirement•until tueh
-rent strike or. suit is settled.and-all -toms• are released to
•
and/or obtained by The Company. This provision shall Plot
permit a reduction in -the amount of consideration required
to•be paid,.but.only a -temporary delay of the required
_payment.
25, INSUit13NCE
The.Company•shall not commence work
Agreement until it has obtained all
this section and such insurance has been -approved by The .
• City.
The Company shall at all times, during the term of this
Agreement, maintain in full force and effect the following
described insurance covering the property and the operation
thereon:
(a) Public liability insurance of not less than
$1,000,000.00 per occurance for death or bodily injury and
not less than $100,000.00 per occurance for property damage.
(b) Fire and theft coverage of not less than ninety
percent (90%) of replacement value of all improvements.
Said insurance shall name The City as an additional
insured and shall provide that The City shall be given at
least thrity (30) days advance written notice of cancella-
tion of said policy or any material modifications thereof.
Certificates of insurance shall be filed with the
property 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
field aiid mnust be rated at let st A as to Mai agemeht and
•Mass• lb as to Finahcia l according Le A M. hestRey 'ftatIn'„,
•Guide, latest addition,
The Company shall further carry any other iiisliiance
reasonably•rec Hired in connection Witch the proposed e.t a nion.
2 G .• ow)1 4
The City .shall' be Soiey responsible for funding the
improveMents described herein.
The City agrees to provide
funds from revenue- bonds in a •suffidient amount not to
exceed Five Million ($5, 000, 000.00) bollar's.
27, CONFLICT OF INTEREST
No stockholders,' directors or employees of. The Company
shall have any interest in. any business Which supplies The
• Company with -goods or services Without. advice to and consent
•
• of the City Manager. It is understood: and agreed -that The
• Co:npa:lys attorneys, Dubbin, Schiff, Berkman & Dubbin:are.
also stockholders of The Company and that. they -may in addition
-to receiving any profits' or dividends declared, be'compensated
at -their regular rates as an operating -expense in .connection
with' any of The Company's needs or. rights' and obligations.
arising out of or --in' connection with the. provisions of this
agreement.
28. ATTORNEYS FEES AND COSTS
In the event that it is deemed necessary for either
party to file a law suit in the appropriate court of law in
order to enforce any of the terms and provisions of this.
Agreement, then the prevailing party shall be entitled to
reasonable attorneys' fees and costs.
29. CAPTIONS
The captions contained in this agreement are inserted
only as a matter of convenience and for reference and in no
way, define, limit or prescribe the scope of this Agreement
or the intent of any provision hereof,.
30, ENT -ME AGREEMENT
This Agreement contains the entire understanding of the.
parties hereto concerning the Subject matter hereof and no
modification, release, dinearge or waiver of any of the
p `r tis ons hereof shall be of any force and effect Unless ih
wtiting acid signed by boih parties,
31, RL}'ttE�SLt1 ATIo►J ►;Y c1`i '
City warrants and represents that it has fullpbtier at d
authority to enter into this Al*,reettentt uhdet the Constitution
acid taus of the State of Florida and Ordinances and pesolutions
of bade County and City f T� .�in►i and that all conditions and
ci'_'. ,
things required by the Constitution and laws of the State of
Florida, Dade County and the City
of itiatni to happen, exist
and be performed precedent to the signing of this Management
Agreement have happened, exist and have been performed as so
required,
32 NON -ASSIGNABILITY CLAUSE
The Company shall not assign this Management Agreement
without prior approval of the City Commission.
IN WITNESS WHEREOF, the parties have hereunto caused
these presents to be executed this day of
197
ATTEST': TT1E CITY OF MIAMI
Ralph Ongie, City Clerk Joseph Grassie, City Manager
BISCAYNE RECREATION DEVELOPMENT
COMPANY
Robert M. Trau ott, Paul S. Walker, President
Secretary
i ii' t r t=Ft r MEM8t1ANt
• ►oseph.R, GraSsie
City Manager
rao Richard 'L r 'osittoen
• Assistant City Manage:
bxtt;
Fitt:
tiscay ie Recreation beveiopment
Corporation Management Agreement
3:E� :.RrhCE9:
t-. irl_o5unt5:
Attached is a draft of the Biscayne Recreation beveloptfnent.Corporation
Management Agreefllent for Dinner Key, in accordance With the City
Commission's directions in July to negotiate said Agreement:
The Agreement, in summary, provides for the following:
Term
A ten year term with semi-annual reviews of operation and
maintenance. The Company has 30 days to correct any
deficiencies, or the City Commission may terminate the
contract. If, at the end of ten years, the Company has
received satisfactory ratings throughout the term, they
are given a preferential right of renewal for an additional
five years.
Consideration
The Company, upon execution of the Agreement, will receive
one cent per foot per day for their management services;
any revenue remaining after operating expenses and payment
to the Company for their management services will be placed
in a construction reserve account which will be used to
reduce any bond issued for reconstruction. During construction
the Company will continue to receive one cent per day per foot
for their management services. Cash flow will be as follows
during the construction period: Gross revenues, less operating
expenses, less any required payment for interest which is not
provided in the bond issue, less an amount equal to one-half
of the interest due paid to the City, less the management fee
of one cent per foot per day. Any net revenue will be shared
on an equal basis between the Management Company and the City.
William Hough and Company have indicated that any revenue bond
issued for the construction and redevelopment of Dinner Key will
require a 1.5 coverage. This means that net revenues after
operating expenses must equal one and one-halftimes the debt
service schedule. After construction of the marina, the revenues
will flow as follows: Gross revenues, less operating expenses,
less debt service, less one-half of debt service which is paid.
to the City, less a management fee of one cent per foot per day.
Any -net- revenues are shared oft - afi equal babe' between the. City
- and•tie Company.
addition to the ha a bht fee of ofle dett per fo�t- er day,
theAgreefent provides that the Company may provide dertail cOhoetsibfls ' it spade provided : by the City. - Coflce ti.ofls Mould
in61ude-sueh facilities as a laufldry, a bait'and tadkle.shop
and -a. earry.out food and beverage fadility. The Company -would -
rent. the space from the City: for an amount equivai'erit to the
annual debt serviC"e• and would be entitled to all profit derived
Profit the operation of the conC'ession.•
Construction
Tine Agreement provides that the .Company will pay up to $100 , 000
for preparation -of •design development drawings and necessary
.Permitting- for- reConstruction..and redevelopment. The first •
$50,000-would be advanced directly.by the-• Company,if .The.
-$50,000 is.required, it Would-be advanced_to the -Company from bond
proceeds,,and the Company would reimburse the. City- at. $5,606-per
year;•plus interest.',The •Company would- select,: subject to -the
City Manager's approval, the .design team that would bring the
project - to. the point of requiring construction drawings,
all -,:design development work and permitting. The City. would issue.
the construction contractsr` all designs for redevelopment would-be.
subject to the.approval of'the City Manager.: The. Company will -act:
as the City's_on-site' supervisor. during -construction.
Taxes
The Agreement provides that concessions would be subject to
ad -valorem taxes. The Agreement provides further that if the
facility becomes subject to ad -valorem taxes solely because of
the Management Agreement and the ad -valorem taxes would increase
the average rate for marina users above the average in the area,
then the City could terminate the management agreement by
reimbursing the Company for design expenses incurred.
Rates
The Company will submit to the City Manager on a semi-annual.
basis, a proposed operating budget which would be subject to
the City Manager's approval. The operating budget is expected
to include costs for personnel from the dockmaster down, operating
and maintenance supplies. The operating budget will not include
corporate costs incurred by Biscayne Recreation. In addition,
the operating budget is expected to include an amount equal to
1/35 of the total amount of any bond issue used which will be a
depreciation reserve and replacement account. The City's auditors
have recently recommended that the City establish depreciation
accounts for each of its intergovernmental and enterprise funds.
The above contains the highlights of the Management Agreement
with Biscayne Recreation Development Corporation. William Hough
and Company, who is expected to purchase the revenue bonds in
-2-
§eph Al (rassie Aft
y Manager.
aft aftti ht of approRifnately $4 t 5 fniltioh, have beef'i emtef sively
.f vo1 )ec - in the•nec otiatiohs for•n ahagef lent edtVidee s if the
Loft iies .on finde the general form of tie• Management. Agreefnent ,
aooep the Ageefrtent' fftuet. be.. reviewed ' by Brown., Wood
•y . %table, the�t
& ivy, :t ho still ft t thn .at- bona ootinsel for the ieeiianoe of
ap ro ifnately fni lion in•reventie .bonds. trot4t f. Wood & tvy
mitt mile on the•Manageitent .Agreement and- its- effee't•oh the
- tak eketpt etattis of the revenue ' bonds.
The.' draft MaYiagement Agreement as outlined Was uubtnitted to •the
Marina tlser i s-(''oftlniittee•on the etten nc of Deoefnber 5.1 49, 78 .
!rhie Morning t received a Bali front `red troth, Chairman of the
User s Committee, requesting that any forta1 aotiorl on the part
of the City Cottttttission be deferred until 1anuary 1, Wvhieh Would
give the tJser'e-dommittee'adequate time to review the proposed
Management Agreement and' provide yoti wi th theif' analysis.
• WM W1
• TI1iE AdithhMENT trade acid entered. into Otis -day of -
• be ember, 1978 ► by ' and betWeeh the City. of Miami - a MUhicipal.
Corporation - of the . State of•t`1otida) hereihafter referred to
ae •"The City" and Eiscayne Recreation beveloptnent- Cot pahy,
`lorda Corporation, hereinafter.referred to as• "The Company",
Wil8REA8r •The City currently._ owns and operates the
property and facility commonly .known as the Dinner Key
Marina; and•
WHEREAS, The City CommiSsion desires to have private
•
initiative and enterprise reconstruct -and redevelop the
Dinner Key Marina site -into a first class operating marina;
.and •
WHEREAS, The City has advertised for Public Proposals
for the lease and operation of the Dinner Key Marina; and
WHEREAS, The Company along with several other proposers
made public proposals in accordance with the "bidding"
documents; and
WHEREAS, The Company offered to renovate and design a
new marina facility with private capital; and
WHEREAS, The City now desires to finance the reconstruct-
ion and development of the marina with monies from revenue
bonds in order to keep the interest cost of repayment to a
minimum in consideration of lower dockage rates for tenants.
and in order not to encumber said premises with a long
possession contract, and
WHEREAS, The City has rejected all proposals for a
long-term lease and operation of Dinner hey Marina; and
WHEREAS, The City Commission directed the Manager to
negotiate a short-term management contact with Biscayne
Recreation Development Company; and
"-ma 70/0 9 4/
7, I'
•
the tbffipany • :s both ,et ireus acid capablte f
t nst.t atibh lanagerieht, and managetiheht & operation of tht .
facilities at ' sad►arina and ,
'ffitftEASi the City. and The Company have heOtiated this
• Agreement;
(v0� THEftE'OtF, for and •ih eor►sideration of the pteMises
and the tiutual covenants hereinafter container] to be obsetved
and perfOttted, the parties hereto agree as.follows
1. bFscRIFTION .:0. 12 MI E _
The. parties hereby agree that ark accurate description
of the managed premises hereinafter referred to as "The
Facility", is shown on ekhibit "A" attached hereto and trade
a part hereof.
2s TEP.M
The Term of this Agreement shall be' for a period of
(10) ten years including the time for permitting .and construction.
:This 'Agreement shall commence on the day of ►
1978:
The Company shall have a preferential right and option
to renew this Agreement upon the same terms and conditions
at the end of the initial term for a (5) year period provided
as follows:
The City shall rate The Company on its operation at
least two (2) times per year at six (6) month intervals. The
rating shall be based upon the condition of the docks and
piles and the maintenance and cleanliness of the grounds and
facilities. The Company shall be entitled to its preferential
right and option to renew if its ratings have been generally
satisfactory for the initial term of this Agreement.
Company shall give TheCity to exercise
notice of its intent
this right at least sixty (60) days prior to the
of the Agreement.
3, US>J
The Company, as the management agent for The City,
shall be the exc .uniVe agent of The City and $hall operate
the Adility dut t g ' the tetra of thus Agreefeht.
dahsideration•t revided ri paragraph fdUt hetein, the CoMpahy
§hall operate the property fcit 'small boat Part, i atiha ah 1•
reeteatiohai faCilityi offering cleckagc did ether iriaritla
elated services► - for': the - use of acid b ` the general p b id •
Serttices snail include but not be limited- to .he roliowing:
bockage and flooring of ' boats.
A boat ramp facilityi which shall be open to the •
public acid for, which no charge shall be tirade.
'c. Shbwer'arid.restroom facilities-for.use.by those.
persons docking and•tnooritig boats.
d. closed circuit T.V. security system for the docks:.
e. Security.systein-for.moorings.
f.• Sailboat, charter boat and commercial boat rentals.
g. Coin operated•. -laundry faculitues.
h. Maintenance of landscaping, perimeter walkway and.
lighting.
i. Sale of bait, tackle and ice.
j. Sale of marine hardware.
k. Sale of take-out food arid- beverages including beer..
1...Sale of fuel.,
Launch services for moored -boats.
n.• Boat sales and. boat brokerage, provided, however,
that a maximum -of -five. percent (50) of the total
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,-which.shall not
be. unreasonably withheld.
The Company further agrees. that during each• year of
•
the term -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. it contractor for. purposes
of contuc4hg
the•annual•Octobor Boat Show, The fees charged
bx The Company to Such,dosighated•contractor sha]-1 be an.
amount nQ greater:than the total normal dail-y rental rate
then in ffeot for each,Of the s..ps. on- said pier muitipl.ted
by the number of 4ys of ,aotuai use=
As consideration for the efficient tat agement, operation and
ttainteharicd of the property throughout the period of this Agreement,
the parties cOVetzent as follow
Upon execution of this Management Agreement The Company shall
pay from gross receipts, as herein defined, its monthly operating
expenses; next, The Company shall pay itself lct per foot per day
for dock space leased; next, any excess revenues shall be deposited
in a construction reserve account which shall be used to reduce
the amount of any bonds required for reconstruction and expansion
of the marina facility.
Upon receipt of all permits
necessary for reconstruction and
expansion of the marina facility or upon receipt of bond proceeds
issued for reconstruction and expansion, whichever comes first,
The Company shall first pay from gross receipts its monthly
operating expenses next, The Company shall pay to The City a sum
equal to 1/12 the annual interest due on the bond proceeds if
sufficient funds are not available through bond financing to
interest during construction next, The Company shall pay to
The City a sum equal to one-half (z) of the monthly payment for'.
interest; next, The Company shall pay itself a fee of one cent (1.)
per foot per day for dock space leased and ten (10%) percent of
gross revenues produced by moorings:' At such time as the average
dockage rate exceeds twelve cents (12) per foot per day, The
Company shall pay itself an additional one -tenth of one cent
(1/10 of 1) per foot per day for each one cent (10 that the
average dockage rate
All remaining income
a joint City/Company
exceeds twelve
cover.
from gross receipts shall be deposited in
account and annually shall be divided equally
between The Company and The City.
Upon completion of marina reconstruction, from gross receipts,
as herein defined, The Company shall pay its monthly operating
expenses and shall pay to The City one -twelfth (1/12) of the
annual debt service requirement for the total amount of the bonds
used in construction of the docks, moorings, doo)smaster" s office
and ahtiliary facilities•r e cludiicy•dondessionaird spades;. hd$t,
.06 tottipanYshall pay to the City a stitii egUa1. to the -half ('Y) of
the tinohthiy boiid ser`ktice rec ti refietit of the aforementioned bonds; •
• fiett, The Company shall pay to itself -a fee of ohe-dent tit) per
foot pot -day -lot dock spade teased• and tett perceiwt (10 %) Of the •
dross revenues produced.by Moorings; at Stich time 'as the. average
dockage rate eceeds•twelve, cehts (12) per foot. per day, The.
Company shall pay itself an additional oho -tenth of one cent
-(1/10 of 1)• per foot per•day•for every one cent (14that the.
average' dockage rate exceeds twelve cents (12ct) per foot per day.
.All-rema±ni'ng income from gross. receipts shall be deposited in a
-joint City/Company account and annually shall be diVidecl equally
between -The• Company and The.City.
Completion'of the faci1ity•shall..be defined •as acceptance.
by the City Commission of all contractors' work for renovation
and expansion of marina facility asfunded through thecontemplated-
revenue bond issue.
The Company shall also pay to The City its monthly. debt
service •requirement.on any.concession improvements' -for• which bond.
funds may be required or used.- In addition The Company shall pay
to.'The City •one-half (1/2)-of the monthly debt service requirement'
for said concession improvements plus an additional sum on an annual
basis equal to 1/35 of the cost 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 (it) per gallon of gasoline sold at the marina. All
profits received from any concession or percentage agreement with
any concessionaire or any operation which The Company operates in
accordance with the terms and provisions of this Agreement shall
be retained by The Company..
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; socialsecurity benefits; legal
expenses; audi.ing office expenses; miscellaneous supplies and
qu p ieht; utilities and Waite ihsurah!e; rirdihary
tmaihthr anee hid repair; and adVert sihc and pro notiafi. ?urthdr
•annual dporatit ehpehses shall i dlU e a deprediatioh,' regefVe
and replacement aMcut t equal to -1/3 of the tt tai atiobnt of 'tie
bond issue used, e cluding condession•space. 8ueh hinds shall
be deposited, on a monthly basis, with The City and.`shall be
aVailable for extraordinary' repairs.and replacement etpenses.that
Will extend the:life-of the facility. Ordinary' repairs necessary
for proper maintenance and operatioh'o.f'the facility, shall be the-
-responsibility -of- The Company through its annual operating budget1
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 Companyfrom the.
operation and'management-of the facility except those revenues
attributable to concessions that The Company •provides at the
facility.
Bond service requirement as.used in this Agreement shall -
mean the amount in-any.fiscal year- which.would be -necessary. for
The City to .pay the sum of the amount .to be deposited in the.
interest account and the amount to be deposited•in the•principal
account on -its revenue bonds. if all-bonds'Wereamortized. in. equal.
installments over
a period of not less than twenty five (25) years.
Said sum is presently estimated to be less than $410,000 annually
upon completion of the contemplated improvements and the issuance
of all bonds anticipated. Monthlybond service requirement
twelfth
(1/12) of the bond service requirement.
The Company shall deliver on or before the fifteenth (15) day
of each month, beginning with the second month of this Agreement
and continuing each and every month thereafter during the effective
period hereof, at the office of the Department of Finance of The
City, or at such other place as may be designated hereafter by
The City, the aforementioned monthly payments. Along with said
payment, The Company shall provide an operating statement in
certificate form signed by a duly authorized officer of The
Company setting forth in such detail as the. Director of Finance
of The City may prescribe, the amounts of gross sales. Within
thirty (30) days after each twelve (1Z) month period during the
:effectivp term of t is•Agree tent, Tho Company• sha44 •pay tQ `The
iby ueh ac cditioiva1. §ufi t, it Afiv4HA§ may.156. 6e6ttar to . 'o 'a0
tht dit i Wi'th itg S0 of. tho pfefit a provides ht r ih for rho
pr`ovthus. tweiVe (12) month pet'i6A.
tiepartttefit `ih de tf Tht City, or at su tither :piada as
-maY tie desi4hate1 hereafter by The City, the afor6M-eht.Sho0
:hthly pa tohts► - Mlohg ' th said payteht•, the 'ofipat1y.
shais ptdvide a statetuht ink ertif date formmt sighed bya
duly. a thorixed .off der of The t nipary setting forth in st e t
detail a; the Director of Vinaftec • The City. Ma y prescrbej
•
•
the amount of• gross sales. Within th' rty -(30) days after
caoh tWelve ( ) month period during the offectiVE term of:-
'this!greement,. le Company -shall pay to e City such
additional.sUms, l any, as may be necessar. to provide• The'
ity with'its fifty:pc cent (50%) of the profi, as..proVided
herein for the previous welve (12)• month period,
as used herein shall be considered•
The
term "gross sales
synon'mous and interchangable
and sha
1
with the term 'gross re
include all income co
•
lected by The Company f
the opera ion and management of Di
of concessi
which are the
•
n
ner
revenues defined herei
ipts"
Key Marina exclusiv
esponsibility of The Com:
Taxes imposed by law
any to collect and
pay and are pay le to the taxing authori
and any amount rec ived for the collection.
be excluded from gro
s
sales.
5. MANAGEMENT SERVICES
This Management Agreement establishes
the manager and operator of
Company shall have the right to rely
person dealing with
fully 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
by The Company
ereof shall
the
subject fac
The Company as
ility, and any
The
personal property except as provided in this
intend that The Company shall be an independent
parties hereto
Agreement. The
contractor, and the employees and agents of The Company
shall attain no rights or benefits under the Civil Service
or Pen ion Ordinances of. The City, nor any rights generally
afforded classified or unclassified employees of The City,
nor shall The Company or its employees be entitled to Florida
Workmen' $ Compensation benefits as :employees of The C .ty,
The Company Shall have the sole control of the manner
neaps Of performing this Agreement subject tP The Company
and
(1) The Cof ahy Will five ailow ahy tiq e or adVO
in4 Material to be tied oh the ehLerio1 of
any ttruotUre if the faCilityi
(ttt) except tof dodkage and tooting) Tho Company
Will het lease or sublease any portion of the
Marina operation without the prior cohSeht bf the
City Manager 'which shall not be unreasonably
withheld.
(n) The Company will abide by and enforce all
rules and regulations now in effect or established
by The Company from time to time. Any rule or
regulation established by The Company shall require
approval of the city Manager which shall not be
unreasonably withheld,
) The Company will make every effort to enforce
the removal of all vessels from the facility
upon issurance of Hurricane Warnings by the
National Hurricane Center.
The Company shall enforce the rules and regulations
in the Dockage Agreement Document as follows:
(1) Only vessels in good condition with their own
power will be permitted in the berthing area.
(2) Berths will be assigned by the dockmaster or
his representative and no changes will be made
without his permission.
(3) The Company will be responsible for keeping
(p)
the piers clear of all vehicles, small boats,
supplies and storage of any items except those
that can be stored in the locker that may be
supplied with the berth.
(4) The Company will limit the number of vessels
that can use each berth to one, except that one
small boat, may also be berthed, provided
it is within the Limits of the berth, and does
not project beyond the pilings,
(t) The Company limit the repair work that
May be done at the docks at defined iP the City of
Miami Agreement.
(6) The Company will enforce the rules that
prohibit the use of charcoal burners, open flame
torches and any other open flame producing equipment.
(7) The Company shall enforce the ,present rules
on the use of T.V. sets, musical instruments,
hailers, radios and other on board equipment that
may create a nuisance.
(8) The Company shall enforce the rule prohibiting
the throwing overboard of any objects, such as
garbage, trash, human waste, and shall enforce the
provisions prohibiting swimming, diving or fishing
from the piers.
The Company contemplates the installation of
radio equipment within the Dockmasters Quarters
to provide boaters with ship -to -shore communication..
In addition, The Company will install closed
circuit T.V. scanning to provide better security
at the docks and their environs.
(r) The Company will initate a newsletter, either
monthly or biweekly, to keep the Dinner key
boater"d abrea"st "of activities;' events, and
general information concerning the area.
(s) The Company will encourage programs
emanating
from Dinner Key such as regattas, tours,
entertainment.
(t) The Company will endeavor to establish a
relationship with other marinas in the area with
the intent of providing better service for all
of the boating public.
(u) The Company will endeavor to promote exchange
of boat use
between the tenants of Pinner Key
Marina and marina tenants in other parts of
the country and the world,
The i ity or The Company Wray) from time to
trite ► request ehahges in the scope of serVioes to
be performed hereunder. 8Ueh changes whioh are
mutually agreed upon between The City and The
Company trust be indorporated in written amendments
to this Agreement following approval thereof by
the City Commission.
(Additional serVides to be provided by The Company are
included in other portions of this Agreement.)
6. CONSTRUCTION OF NEW FACILITIES
The parties hereto agree that The City and The Company
shall use their best efforts to expand binner fey Marina to
provide for'approaimately 550 slips, 200 moorings and support.
facilities for the marina, including but not limited to
dockmaster's offices, laundry services and restrooms storage
space for maintenance equipment, mail areas, bait & tackle
carry -out food facilities, sail boat rental areas, transient
facilities and commercial boat facilities and such other
facilities as The City deems appropriate.
The parties agree to provide the maximum number of
slips consistent with the maintenance of a sound environment
and subject to approval of all regulatory agencies.
It is anticipated that The City shall issue revenue
bonds of approximately $4,500,000 to provide financing for
the marina improvement and expansion. The parties hereto
mutually agree that The Company shall select the design
engineering team, subject to approval of the City Manager
which shall not be unreasonably withheld. Said team shall have
overall responsibility for bringing the project to contract.
}
i t rifig the pr_ at r cif enciihe' Ling tiafia ai A, t;pecifidati'ohti
' he Company Wiii.•determine the. Eippropriztte ayoUt, support
tystem0, anai1iary•t ses , and design and dOhdtrUet oh; 'Criteri1,,
subject to apiroval:.by the City Manager the City shaii
issue aii ebh'struction`contracts for the facility.. 'the
Cottipahy' shad provide On -'site oversight. and tnanagettent of
the project and. shall notify The City of any problems -that:..: yx
arise during constructibh that,will'offeet the bperatioh,
ttianagement and maintenance of the tsarina.
The Company agrees to pay'a maxirtuln of $100000.00 for
preliminary engineering and permitting of the marina.
preliminary engineering shall •not include. working - drawings
and permitting shall not include the cost of City of Miatrii
permits. Attorney's fees,• engineering -and consultants fees
• and all, other costs and e}:penses shall be included in the
permitting process.. In the event that the preliminary.
engineering and permitting costs in excess. of $50,000.00,
The City shall advance any sum above $50,000.00 and The
Company shall reimburse•The•City at the rate of $5,000.00
per,year,-plus interest equal to the revenue bond interest. -
rate .until the sum advanced (but not in excess -.of $50,000.00).
is paid.
7. CUSTODIAL SERVICE --
The Company; shall. furnish all maintenance:supplies for
housekeeping -and• shall. provide all custodial -and janitorial •
services required to maintain the property in
sanitary and presentable condition.
8. CITY'S RIGHT TO EXAMINE PROPERTY
The Company shall make available for inspection by City
Manager or his designee all areas of the property under its
control, at any time for any purpose the City Manager deems
necessary or incidental to or connected with the performance
of The City' s duties and obligations hereunder.
the Cc ,pang than have the tight to set dodk igo rdtts
and tates for the Use t,f 3thct fadi1ities and set -Vide§
tubjeot to the approval of the City Mattacjet, which shalt t;ot
be unreasonably Withheld.
In setting dockage rotes, the following Costs, eMiensed
and economic factors shall be donsideted and included mainly:
44 iY ... YA, .. 47c,i.... 1...4 a 1 Y•.. ,4y86,-i4•44%.41
toad debts service requirements, fifty percent ( 0 n j coverage
charges, and operating expenses, all as set forthin paragraph
4 of this Agreement. Dockage rates shall be generally
consistent with those charged at other marinas of comparable
quality situated on public lands in the bade County area.
In addition to the dockage rate, The Company shall be
permitted to require vessel owners to pay for utility service
which is separately metered.
10. CONFORMITY TO THE LAW
The Company covenants to comply with all laws, ordinances,
regulations and orders of Federal, State, County and Municipal
authorities pertaining to the property and operation thereon.
The Company further covenants and agrees that there
will be no discrimination as to race, color, creed, sex or
national origin in the use of the property or in the employment
of its personnel.
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. NATER 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 Kay Park area, The Company agrees to permit The City
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
Agreement, Any costs in adjusting the site uSe to accomodate
Paid system P all be born by The City or jts franchisee, as
the case may be,
.i.i:Y .i
lh the tVeht The City docides to proVido t graft a
frahohise for Water ttrn Transportation to and from the
t�innef i:ey area to Other locations in the City , the Company
agrees to provide free embarking and.disembarking
�a�ilit.es
for said Water�Born Transportations tiny posts in.-adjust1ng
the -site -use to accornodate said system shall' be born by The
•City or.its franchisee, as the case .may;.be.
Lodation of said facilities as described above. -shall
- mutually agreed•Upon x
13. pURRIG \NE D E�1E tCENCY
hall, during any emergency such as hurricane,
The City
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.
14. INVENTORY
All fixtures, furnishings, furniture, and equipment, if
any, in or upon the facility and their condition will be
inventoried 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
fixtures, etc. attached to docks and buildings to be demolished,
and saidproperty shall be deemed in its sole custody and
care. In 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 accepted, during the term of this Agreement.
15, OWNERSi-IIP OR IMPROVEMENTS
All improvements, fixtures and equipment constructed or
installed at the facility or purchased with City funds shall
be Awned by The City, The Company shall have title to all
personal property purchased with Company funds which were
not included in the annual operating budget, Upon expiration
or termination of this Agreement, title to the property, all
permine t improvementp, fixtures and equipment purchased
As hall be peacefully tU dhdettd and
de .iVdted to The City. Title to a11 compahy equip teht tha i
fe taih vested With The Cohpahy and The Company shall have
the right to tefnoVe the same front the premises.
16. bAMAdE ot?_n ,Osg Prig CPMPA W' 8... ROPE t' t
The Cottmpany asSuMes all tisk of daMagc or loss to its
property for any cause whatsoever, which shall inolude, but
..• .:.... s....it+i.iai^r"..a f“*P...it..i.ra.t:Y;til4e'fa
riot be limited to, any damage Or loss that may occur to
merchandise, 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 of the facilities
or any persons whomsoever.
17. IESTRUCTION
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 untenable, the parties agree to use the insurance
proceeds to rebuild the facility. Interest on insurance
proceeds shall be used to pay the bond service requirement
to the maximum extent possible.
18. INDEMNIFICATION
The Company covenants and agrees that it shall indemnify
and save harmless The. City from and against any and all
claims, suits, actions, damages or other causes of action.
arising during the term of this Agreement for any personal
injury, loss of life or damage to property sustained in or
about the property, by reason of, or'as a result of The
Company's management thereof, and from and against any
orders, judgments or decrees, which may be entered thereon,
and from and against all costs, attorney's fees, expenses
and 1iabilitieS incurred in and about the defence of any
such claim and the investigation thereof; provided however,
that before The Company shall become liable for Said cost,
The Company shall- be given notice in writing that the same
arc about to be incurred at d shall have the option itsdlf to
:Make. -the hecettary 'ihVestigatiohs and enplc5Y einhsel.. 'of the
Ohpahylt,oWti seteetion for the necessary defense bl any
olaitt�. The Pity, Tidy$ At -its option, retain iti bWh tbUhte
at its - sole tOtt asd ex pense in addition tt the prOVisiohs-.
as hereihaboVe set forth
19. )\bVi..tt1lst,► G.
" i... �•a....nis.;i >i..r��y+a:��ica.as ;-�.� 01.101.mwecahlim
The Company agrees to undertake an aggress:Lve adVertisin
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 bepartment and other Departments,
assist The Company in promoting the public use and enhancement
of the marina. rurther, The Company shall undertake, with
the City Parks and Recreation Department, to erect appropriate
signs designed to assist and direct the public to the marina
and its services.
The Company agrees to work with area merchants and
businesses to develop an integrated program of auxiliary
services, such as hotel accommodations, car rentals, restaurant
and laundry services, for marina users.
20. DEFAULT
If The Company shall neglect or fail to perform or
observe any of the terms, provisions, conditions and covenants.
herein contained, for a period of thirty (30) days after
receipt by The Company of notice of such neglect or failure,
or if more than thirty (30) days shall be required because
of the nature of such default, if The Company shall fail
within thirty (30) days period to commence and thereafter
proceed diligently to cure such default, or if The Company
shall be declared bankrupt according to law, then and in any
of the aforementioned events, The City may lawfully and
immediately or at any time thereafter, without demand and/or
enter into and upon the facility or any part thereof
notice,
and expel The Company and terminate this Agreement.
21. NOTICES
Notices from The City to The Company shall be deemed
duly 5er=ver if mailed by registered or certified mail,
postage pre -paid to 'he. Company at 444 #3r o%el1 1%venue,
to
1
iiite 1 , Mi t i, Flor da 3l' 1., AttcntibM Matta
13ubbih ketiera Coutiset -, acid tblebs ftom `fie Company to th6
City shall be deeihed CU1y Scrvcd it mailed by tec isLecd off'
certified mail. bstacje pfb-paid to the CiLy Ma iac e ` City.
of Miairii ':0: Ion: 33076 Miami, F`ior da 3 13 ;` or to srich
othet respective.persons zr.addresses at the parties may
hereinafter designate to each oLhet, by.,ricLicc, giVehi.in.,the,,,..q,,. ,„0.0 „
foregoing manner,, from time to time.
22, TII4E_ IS___0 ' 'PIE ESSENCE
Time for the occurance or performance of each and every
•event herein shall be of -the• essence unless otherwise indicated►
2 3 . TAXES
-The parties agree that the management and operation of
those operations convenient
the
Dinner Key Marina facility and
or necessary therefor, are public purposes and,- therefore,
no ad valorem taxes should be assessed by the Dade County
Tax Appraiser. If, however, taxes are assessed
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
concessionaires, or upon which concessionaires
by said
are situated,
in the performance of any concession agreement hereunder
the parties agree that at the request of and at the expense
of any such concessionaires, the parties may defend against
such assessment on behalf of such concessionaires. The
extent of such defense by the parties shall be as reasonably
requested by such concessionaires, provided further, however,
that at all times the parties hive 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 posts and
reasonable attorneysfees incurred by the parties or either.
of them in such defense., and provided further that the said
o icessioiiAires t cgUestincj such a ebh,tst of attdttilieht
wily atic e6mplbteiy ittdet'itiify' and tave 'tht• parties jbit tly
hhd scparateiy hattntiss toil'any ah all itt , harges- or
ihdehtedhessss rosuilt:ing from the•eohdudt of such defeh o
and co rifest. ih•the ovctjt the sattie is not successful.. All
concession agreements entered into between The.-COMpanY and
its concessionaires than: thtouyh a p ro riate lan 'uc, ,„;,„ ,, wAwo►
ineor iotate' the- terms and conditions of this CoVenaht.
ti Assessments against the marina property. In the
event taxes are assessed aganst the lands 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 with each
other to contest and defend against said assessment. Said
contest and defense shall, at the option of. The Company
or The City be conducted at the
administrative level i.e.
before the tax appraiser, the tax appraisement adjustment
board or any successor organization, and before the courts,
to such extent and to such level as The Company or The City
shall determine.
2. The costs and expenses including reasonable attorneys'.
fees which are incurred by the parties as well as such taxes
which have accrued and been paid during the course of the
litigation contesting said taxes, shall be included in the
operating budget as operating expenses and become a part of
those economic elements going to the makeup of the dockage
rates, as more fully referred to in paragraph 9 of this
Agreement.
3, If final adjudicatory action i.e. the final order.
of the highest tribunal before which the property assessment
issue has been submitted for determination, administrative.
or judicial, results in a determination that such assessment
lawful and that the taxes are due and such determination
it based Upon a ons 'othet than the e ist�ende of this
Matage iefit Agreer eht, theft it is agreed that all tt ai property
takes p bounty, tchooi board and tnUttidipai than be indttded
in and made c pat"t of the operating budget as bperatiftg
e ;pettses Whidh shall be ihdluded and trade a part of the
total expenses Used to determine dockage rates es set forth
In paragraph 9. uww....'.•SyG tAtc:;p#:l'+n;e{Wits«7+funih0^a?W3ioa10tiattlVifitt:
4. In the event the final adjudicatory action deciates
the assessment lawful and the taxes to be due and payable,
soley due to the existence of this Management Agreement then
it is agreed that the amount of said taxes shall be made a
part of the operating budget and shall be deemed operating
expenses included in the makeup of the dockage rates as set
provided; however, that if the effect
of
such
average
marinas situated on public land located in the Coconut Grove
area.
in paragraph 9
inclusion does cause dockage rates to exceed the
rates charged for dockage and moorings at any other
5. The economic effect of such property taxes shall be
computed annually and made a part of each semi-annual operating'
budget with such adjustments as may be required to conform
to the terms of this Agreement.
6. In the event said property taxes are declared to be
lawful in final adjudicatory action such portions thereof
as shall go and belong to The City shall be deducted from
The City's share of profits as heroinbefore set forth in
paragraph 4, prior to disbursement and shall go and belong
instead to The Company,
24. LAW SUITS ^ BVINT $TRIKNS
If and in the event a law suit is brought by any party
against The Company and/or The City, which in substance
a 'iseS cut of the signing of this Agreement, then the parties.
a§ree to Mutuallyy defend said 14W suits If said -la suit
retutts i i a temporary delay of. the project thit. !greemeht
hai:1 be•e tehded by the amount of tite caused by the delays
If t-thd -it the. •eVeht that there is a tettnt strikC of a
s tililat strike. or refusal to pay rent of law suit of_ arty
type or nature it which rental payments are placed.•ifi thy
•
• escrow account or ih any court fund, The.Compatly shall be
ass
-relieved of.its-oblit,ation to pay. to The City any Amount-ih
• e*cess•of the monthly bond service requirement• until such
rent strike- or suit is settled and all sums -are released to
p V �.
and/or obtained by. 'The Comp any This rovison shall• not;
permit a reduction in. the -amount of consideratiot required
•to be paid,but only -_a temporary delay of the required
payment
25 INSURANCE
The Company shall not commence work on this Management
Agreement until it has obtained all insurance required under
this section and such insurance has been approved by The
City.
The Company shall at all times, during the term of this
Agreement, maintain in full force and effect the following
described insurance covering the property and the operation
thereon:
(a) Public liability insurance of not less than
$1,000,000.00 per occurance for death or bodily injury and
not less than $100,000.00 per occurance for property damage.
(b) Fire and theft coverage of not less than ninety
percent (90%) of replacement value of all improvements.
Said insurance shall name The City.as an additional
insured and shall provide that-The'City shall. be -given at -
least thrity (30) days. advance•written notice of cancellation
of said peli.ey
or any .material mocazficatons thereof.
•Certa.ficatea of• insurance shall be fired with the -
property and insurance manager of: the City of Miami.
The insurance provided for herein shah- be• written
company autNrizet to (la business in the State of i'1orda
through an agent. autho 'l.xecl to do. business in the State :of -
by
g2i
`ibrida and must be rated at ieatt A as to Matitac, crer t acid
eld is 10 as tc$ Pinahcial accordihq to ABM. best Rey tating
Chide, latest additidh.
The Coipahy shah further carry any other insurance
reasonably +
u.
. � iy required in coniiectirin with the proposed operatiobn•
26. ' O N
The City shall be solcy responsible .,£or ste„fundying �the..,;.N,awe:•
�
improvements described herein. The City a.ree to provide
funds from revenue bonds in a sufficient amount not to
exceed Five Million ($5, 000, 000. 00) Dollars.
27. CONFLICT OF INTEREST
No stockholders, directors or employees of The Company
shall have any interest in any business which supplies The
Company with goods or services without advice to and consent
of the City Manager It is understood and agreed that The
Company's attorneys, Dubbin, Schiff, Berkman &'Dubbin, are
also stockholders of The Company and that they may in addition
to receiving any profits or dividends declared, be compensated
at their regular rates as an operating expense in connection
with any of The Company's needs or rights and obligations
arising out of or in connection with the provisions of this
agreement.
28. ATTORNEYS FEES AND COSTS
In the event that it is deemed necessary for either
party to file a law suit in the appropriate court of law in
order to enforce any of the terms and provisions of this
Agreement, then the prevailing party shall be entitled to
reasonable attorneys' fees and costs.
29. CAPTIONS
The captions contained in this agreement are inserted
only as a matter of convenience and for reference and in no
way define, limit or prescribe the scope of this Agreement
or the intent of any provision hereof.
30, ENTIRE AGREL II NT
This Agreement contains the entire understanding of the
Parties hereto concerning the makject matter hereof and too
TMS
todifidatiott, felea3el dise Large of WaiVer of ahy cif
ftWisibfis hefeof shall be r f ahy force and offeet uhl.+ess iit
writing acid sighed by both parties.
The City warrants that it has all and complete tight
and authority to enter into this Agr'eemetttt acid the protiisidf s
of this Agreement comply with all local ordinances.
32
�OV. �1S5I�1�Ai3I�.,l�y , CL�1�J�C
The Company shall not assign this Management Agreement
without prior approval of the City Commissioner.
33 = 1 EPAfSENTATION tY 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. Resolutions
of Dade County and City of Miami and that all conditions
and things required by the Constitution and laws of the
State of Florida, Dade County and the City of Miami to happen,
exist and be performed precedent to the signing of this
Management Agreement have happened, exist and have been
performed as so required.
i if r.,; +evo :sir