Loading...
HomeMy WebLinkAboutexhibitBOAT SHOW AGREEMENT MIAMARINA AT BAYSIDE This Agreement is entered into this day of , 200 by and between the City of Miami, 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 D, excluding two (2) slips currently occupied, at the municipal facility of the City known as Miarnarina 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. 1. TERM: The term of this Agreement shall commence upon full execution hereof and shall terminate upon fulfillment of all the responsibilities and obligations of the parties hereunder, 2. PERMITTED 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 PERIOD: The Use Period shall, which includes set-up and dismantle, shall. commence at 7:00 a.m. on the thirteenth (13th) day of February and shall end at 5:00 p.m. on the. twenty-fourth (24th) day of February, 2005, 4. USE FEE: 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 $1.85 per linear foot per day and is estimated to be $9,250 per day, for a total of $111,000 (based on 5,000 linear feet times twelve days). The Dockage Charges includes, Iight 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 Permitted Use. Additionally, User shall pay all applicable taxes, including State of Florida Sales and Rental Taxes. 5. PAYMENT 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 $55,500, plus $3,885 sales tax (or 7.0% of charges), for a total of $59,385.00 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 Charges and taxes: The balance of the Dockage Fee, in the estimated sum of $55,500, together with the State of Florida Rental Taxes, estimated at $3,885 (or 7.0% of charges), shall be paid on or before February 10th, 2005. C. Additional Charges: Payment of Additional Charges shall be made upon demand. 6. OTHER PAYMENTS: 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, 2005. This amount is currently estimated to be $6,000, the actual amount will be determined on January 10, 2005. 7. EVENT PERSONNEL, UTILITIES AND SUPPLIES: 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. CONDITION OF 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. MGC:0513OATSHOWAGRMNT 102104 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. All 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 LOSS: 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. All personal property placed or moved in the Facility shall be at the risk of User or the owner thereof. User further 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. COMPLIANCE WITH APPLICABLE LAWS: 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/or presentation of the Event. 11. RULES AND REGULATIONS FOR THE FACILITY: By execution of this Agreement, User acknowledges that it has received and fully understands the "Marinas Facilities Rules and Regulations" which hhs 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. MGC:05HOATSHOWAGRMNT 102104 3 12. INDEMNIFICATION: 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. INSURANCE: 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 (ii) 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. MGC:05BOATSHOWAGRMNT 102104 4 D. The Company must be rated by the latest edition of Best's Insurance Guide, published by Alfred M. Best Company, Inc. [or 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 commencement of the Use Period and throughout the term of the Agreement, as the insurance policies expire. Binders are not acceptable. 14. DEFAULT/MARITIME LIENS: 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. MGC:O5BOATSHOWAORMNT 102104 5 15. FORCE MAJEURE: 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 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. NONDISCRIMINATION: 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 further 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: This 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. TO USER: NMMA Attn: Cathy Johnston 9050 Pines Blvd. Suite 305 Pembroke Pines, FL 33024 Also To: Stephen Evans NMMA 200 E. Randolph Dr. Suite 5100 Chicago, IL 60601 TO THE CITY: Dinner Key Marina 3400 Pan American Dr. Miami, FL 33133 Attn: Stephen H. Bogner Marinas Manager City of Miami 3500 Pan American Dr., Miami, FL 3133 Attn: Joe Arriola City Manager Also To: Jorge L. Fernandez, City Attorney 444 SW 2' Avenue Suite 945 Miami, FL 33130 19. MISCELLANEOUS PROVISIONS: MGC:05BOATSHOWAGRMNT 102104 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 "Miami" and the Facility shall be identified as "Miamarina at Bayside." B. User shall provide to the Director fifty (50) 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 Miami, 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. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. ENTIRE AGREEMENT: This instrument, together with its attachments and all other instruments 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. MGC:05HOATS1]OWAGRMNT 102104 7 22. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. THIS AGREEMENT SHALL BE RETURNED TO THE CITY, PROPERLY EXECUTED BY USER, BY FEBRUARY 10th, 2005, 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 TO RESERVE THE USE 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. "CITY" CITY OF MIAMI, 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: Jorge L. Fernandez Dania Carrillo, Administrator City Attorney Division of Risk Management MGC:0SHOATS HOWAGRMNT 102104 8