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HomeMy WebLinkAboutexhibit-agreementBOAT SHOW AQBEEKENT MIARLABINA AT BAYSIDE This Agreement is entered into this day of f 200_ by and between the City of Mani, ni, a municipal corporation of the State of Florida ("City') and NMMA Boat Shows, Inc., a Delaware not -for profit corporation (User"). RECITALS In consideration of the mutual covenants and promises herein contained, the City hereby grants to User the right, privilege and permission to use the -dockage space at Pier A, B, C, and 1), excluding two (2) slips currently occupied, at the municipal facility of the City known as Miamarina at Bayside (the "Facility"), on a transient basis, for the Permitted Use and during the Use Period, as the terms are hereinafter defined, subject the terms and conditions set forth in this Agreement. I. Zan The term of this Agreement shall commence upon full execution hereof and shall terminate upon filament of all the responsibilities and obligations of the parties hereunder. 2. jr EIMUTTO USE; User shall be permitted to use the Facilities for the purpose of presenting a Boat Show (the "Event") during the Use Period and for no other purpose. 3. USE SOD: The Use Period shall, which includes set-up and dismantle, shall commence at 7:00 a.m. on the eighth (8d) day of February and shall end at 5:00 p.m. on the nineteenth (1911) day of February, 2004. 4. UJE FED: The Use Fee shall be the sum total of the Dockage Charges and the Additional Charges. The Dockage Charges shall be computed at the rate of $ I.62 per linear foot per day and is meted to be $8,100 per day, for a total of $97,200 (based on 5,000 linear feet times twelve days). The Dockage Charges includes, light for ordinary use, water for reasonable purposes and janitorial and restroom supplies, and nothing else The Additional Charges consist of any amounts due for additional services, accommodations, materials or equipment furnished to . the User, and all other amounts due in connection with the Penmtted Use. Additionally, User shall pay all applicable taxes, including State of Florida Sales and Rental Taxes. 5. J'AY (ENT OF USE FEE: User agrees to pay to the City the Use Fee as follows: A. Reservation Deposit; Upon execution of this Agreement, User shall pay to the City the sum of $48,600, plus $3,402 sales tax (or 7.0% of charges), for a total of $52,002.00 as Reservation Deposit. The Reservation Deposit shall be non-refundable, except where the Event is canceled as a result of Force Majeure under Section 15 below. The reservation deposit shall be applied toward the payment of the Use Fee. B. Dockage Charaet snd taxes: The balance of the Dockage Fee, in the estimated sum of $48,600, together with the. State of Florida Rental Taxes, estimated at $3,402 (or 7.0% of charges), shall be paid on or before February 8th, 2004. C. Additional Chorga: Payment of Additional Charges shall be made upon demand. 6. OTHER EAYMETS: User acknowledges that that the City is relocating its permanent and semi-annual customers during the Use Period in order to allow the User exclusive use of the Facility during that time. Therefore, in addition to the foregoing, User agrees to pay the City a sum equal to one (1) week dockage fees for all relocated customers of record as of January 10, 2004. This amount is currently estimated to be $6,000, the actual amount will be determined on January 10, 2004. 7. EVENT PIi<RSONNEL. MUTES AND RIPPLES: , Except as otherwise specifically provided, User shall be responsible for the staffing of the Event and shall pay for all utilities, supplies or other services, expect those which are furnished by the City and are included in the Dockage Charges, as specifically provided under Section 4 above. User shall consult with the City to ensure that the Event shall be properly staffed and that staffing levels and security staffing are adequate to handle attending crowds. 8. CONDMON'9F FACILITY: A. This Agreement is only for the use of dockage space on a transient basis and the City disclaims all warranty, and makes no representation of any kind, as to the condition of the piers, walks, gangways, ramps, or any other portion of the Facility, except that the piers and docks are in "good condition." Prior to the execution of this Agreement, User has inspected the Facility and accepts it in "as -is" condition. .h CoM:04 BOAT SHOW Ac REEMENr 2 B. User agrees to surrender the Facility to the City properly cleaned and in the same condition existing upon User's acceptance. If the Facility is not: properly cleaned to the City's satisfaction, then the City shall have the right to invoice the User for such additional cleaning. The cost of additional cleaning, as well as the cost of damage repairs, or any repairs necessitated as a result of the use of the Facility by User, shall be paid by User upon demand. C. The City shall have the right to remove from the Facility, at User's cost and expense, any effects remaining therein or on the grounds of the Facility at the end of the Use Period. Alternatively, the. City may charge the User for storage, at a rate equal to the lowest use. .. . rate, per day, for each day or part of a day that said effects remain in or on the grounds of the Facility. MI amounts due by User under this Section shall be paid by User upon demand. D. The City shall,have the right to enter upon the Facility at any time during the Use Period as it deems necessary. 9. RISK OF LC SS: User understands and agrees that the City shall not be liable for the care, protection, security, loss or damage relating to any vessel, her appurtenances or contents, nor for any loss, injury or damage to any property or equipment brought into the Facility by User or by any other person in connection with the use of the Facility by User. MI personal property placed or moved in the Facility shall be at the risk of User or the owner thereof. User fiuther agrees that it shall be responsible to provide all security during the,Use Period, whether or not the Facility is open to the general public. 10. CO1OLINICE �+ .TBAPpjCABL L4yy4: User agrees to obtain all required licenses and permits and to abide by and comply with all applicable laws, rules, regulations, codes and ordinances in the use of the Facility and/orpresentation of the Event. 11. RULES AND REGUQQ S FOR Tiff FACIL1T By execution of this Agreement, User acknowledges that it has received and hilly understands the "Marinas Facilities Rules and Regulations" which has been furnished to User prior to the execution hereof. User hereby represent and warrants to the City that User shall abide by each, and shall not permit the • violation of any, rule and regulation set out therein, CoM;04 BOAT SHOW AGREEMENT 3 12. 1NDPMNIFICATION: User agrees to indemnify and save harmless the City, including all the City's volunteers, agents, officers and employees, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of User's activities under this Agreement, and/or the presentation of the Event, whether caused by any action or omission of User or the city or any of their respective employees or agents, or by any person whatsoever acting for or on their behalf User further indemnifies the City as to all liabilities, costs and expenses, including legal fees and costs, at all levels, incurred in the defense, and/or, investigation_. of any such claims. 13. JNSUB4 (CE: A. Without limitation of the requirements set forth in this Article, Provider shall maintain insurance with coverage and minimal limits of liability as follows: (1) Workers' Compensation and Employer's Liability providing statutory coverage under the Workers' Compensation and Occupational Disease Laws of the state where operations are being performed under this Contract; and Employer's Liability coverage with limits of $200,000 bodily injury per accident and at least $500,000 annual aggregate bodily injury. (2) Comprehensive General Liability affording (i) Bodily Injury. Liability (or death) with limits of at Least $1,000,000 for each person and, where applicable, at least $3,000,000 suggested in the aggregate; and (iu) Property Damage Liability with limits of at least $2,000,000 for each occurrence and at least $4,000,000 in the aggregate, such coverage to include: Products Completed Operations, Broad Form Contractual Liability covering liability assumed under this Contract, and Provider's Contingent (Protective) Liability with respect to work subcontracted by the Provider. B. In no event shall the provisions of this Article be construed in any way to limit Provider's obligations under any provision of this Agreement, including, but not limited to, . Provider's obligations to indemnify, defend and hold harmless the City. C. The insurance coverage required herein shall be through policies issued by companies authorized to do business under the laws of the state where the work is performed, with these qualifications. CoM:04 BOAT SHOW AGREEMENT 4 D. The Company must be rated by the latest edition of Best's Insurance Guide, published by Allied M. Best Company, Inc. tor other recognized organization] at no less than an "A" Best Policyholders rating and no less than an "X" rating in Best's Financial Size Category. E. All of such insurance, including renewals, shall be subject to the approval. of the City for adequacy of protection, and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates,. of Insurance shall be. filed ..,,.: with the City prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. Such insurance shall be written by insurance companies which are satisfactory to the City and which are registered to do business in the State of Florida. All policies shall be endorsed to name the City as additional insured. User shall provide to the City certificates evidencing the required insurance coverage at least seven (7) days prior to the commenceinent of the Use Period and throughout the term of the Agreement, as the insurance policies expire. Binders are not acceptable. 14. DEFAULT NIL A. If User fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then User shall be in default. Upon the occurrence of a default hereunder the City may, in addition to all remedies available to it by law and under this Agreement, immediately, upon written notice to User, terminate this Agreement whereupon all deposits, payments, advances, or other compensation paid by the User to the City shall be retained by the City. B. The User acknowledges that the City has the right to establish and enforce a maritime lien for dockage, repairs, supplies, towing � or other necessaries, and agrees that the City retains the right to pursue such maritime liens and such other legal and equitable remedies as may be necessary to enforce the terms and conditions of this Agreement. 15. FORCE MAJEUREi The City and the User shall each have the right to terminate this Agreement in the event that the Facility is condemned, or in the event of its damage due to CoM:O4 BOAT SHOW AGREEMENT 5 fire, windstorm, catastrophe or other act of God. In such event, User shall be entitled to a refund of the Reservation Deposit, or so much thereof as has not been applied, upon termination of the Agreement, after satisfaction of all amounts due by User hereunder, if any. 16. J ONDISCRIMI ATION: User represents and warrants to the City that User does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with User's use of the Facility or presentation of the Event on account of race, color, sex, religion, age, handicap, marital status or national origin. User anther covenants that no individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status _ -. or national origin, be excluded from participation in, be denied services, or be subject to discrimination in connection with the use of the Facility under this Agreement. 17. ASSIGNMENT: .'his Agreement shall not be assigned by User, in whole or in part, without the prior written consent of the City's, which may be withheld, or conditioned, in the City's sole discretion. 18. NOTICES; All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by giving notice in the manner herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TQ USER: 400 Arthur Godfrey Road, Suite 310 Miami Beach, FL 33140 Attn: Cathy Johnston Also To: Stephen Evans NMMA 200 E. Randolph Dr. Suite 5100 Chicago, IL 60601 TO 7'HC CITY• Dinner Key Marina 3400 Pan American Blvd. Miami, FL 33133 Mtn: Stephen H. Bogner Marinas Manager City of Miami 3500 Pan American Dr, Miami, FL 3133 Attn: Joe Aniola City Manager Also To: Alejandro Vilarello, City Attorney 444 SW 2111 Avenue Suite 945 Miami, FL 33130 19. MJSCELLANEOVS PRQVISIONS` CoM;04 BOAT SHOW AGREEMENT 6 A. User shall identify the City and the Facility in all promotional material and press releases prepared or issued in connection with the Event. The City shall be identified as "The City of Miami, Florida" or "Mimi" and the Facility shall be identified as "Mlamarina at Bayside." B. User shall provide to the Director fifty (S0) promotional tickets for the Event, for the purpose of promoting the Facility. C. This Agreement shall be construed and enforced according to the laws of the State of Florida. D. Title and paragraph headings are for convenient reference and are not a part of this Agreement. E. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of.the same or any other provision hereof, and no waiver shall be effective unless made in writing. F.. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws. of the State of Florida or the City of Mlami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain. unmodified and in full force and effect or limitation of its use. G. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. 20. $UC S602$ AND 1SSIGJ S: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns:. 21. FNTI AGIIESIENT: This instrument, together with its attachments and all other instnirnents incorporated herein by reference, constitute the sole and only agreement of the parties hereto relating to the use of the Facilities. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. CoM:04 BOAT SHOW AGREEMENT 7 i 22. COUF TJRPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shah constitute one and the same agreement. THIS AGREEMENT SHALL BE RETURNED TO THE CITY, PROPERLY EXECUTED BY USER, BY. FEBRUARY 8t , 2004, AT . 5:00 P.M. FAILURE TO COMPLY WITH . THIS PROVISION MAY RESULT IN THE CANCELLATION OF THIS AGREEMENT BY THE CITY AND FORFEITURE OF ANY DEPOSIT, ADVANCE OR PAYMENT MADE BY USER RESERVE THE USE PE �. TO RES PERIOD. . IN WITNESS WHEREOF, the parties hereto have caused this ' instrument to be executed by their respective''officials thereunto duly authorized, this the day and year :above. written. "C" CITY OF MIAZI, a municipal ATTEST: corporation By: Priscilla Thompson, City Clerk Joe Arriola, City Manager Print Name: Title:. Corporate Secretary "USER" NMMA Boat Shows, Inc., a Delaware corporation By: Print Name: Title: President APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Alejandro Warello Dania Carrillo, Administrator City Attorney Division of Risk Management CoMO4 BOAT SHOW AGREEMENT 8