HomeMy WebLinkAboutExhibit1BOAT SHOW AGREEMENT
)1I.A)1ARINA AT F1AYSIDE
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
I11iarnarina at Baysidc (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 terns 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 tenth (iday of February and shall end at 5:00 p.m. on the
twenty-first (2151) day of February, 2008.
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 $2.13 per linear foot
per day and is estimated to be $10,550 per day, for a total of $127,800 (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 Permitted Use. Additionally, User shall
pay all applicable taxes, including State of Florida Sales and Rental Taxes.
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5. PAYMENT OF USE FEE: User agrees to pay to the City the Use Fee as follows:
A. Reser-\ ation Deposit: Upon execution of this .Agreement, User shall pay to
the City the sum of S63,900, plus S4,473 sales tax (or 7.0°U of charges), for a total of S68,373.00
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 $63,900, together with the Stale of Florida Rental Taxes, estimated at $1,473 (or
7 0% of charges), shall be paid on or before February le, 2008.
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 lime. 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
12, 2008. This amount is currently estimated to be S9,500 but the exact amount will be determined
on January 12, 2008.
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.
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13. 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 tight 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 he 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.
W. CO114PLIANCE 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 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.
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12. IN DEi'\IN1FIC'ATION: user aerees 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, al all levels, incurred in the defense and/or investigation of any such
claims.
13. INSMANCE:
A. Without limitation of the requirements set forth in this Article, Provider shall
maintain insurance will] 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 Ieast $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 al 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.
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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 renev,als, shall he subject to the approval of the
City for adequacy of protection. and evidence of such coverage shall he 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 \ itten 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.
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
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fire, windsiorrn. 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.
I7. 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 pany 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,
date of actual receipt, whichever is earlier.
TO USER: TO THE CITY:
NMMA Attn: Cathy Johnston
9050 Pines Blvd.
Suite 305
Pembroke Pines, FL 33024
on the fifth day after being posted or the
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: Pedro Hernandez
City Manager
Also To: Stephen Evans
NMMA Also To: Jorge L. Fernandez, City Attorney
200 E. Randolph Dr. Suite 5100 444 SW 2"6 Avenue Suite 945 •
Chicago, IL 60601 Miami, FL 33130
19. MISCELLANEOUS PROVISIONS:
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A. User shall identify the City and the Facility in all promotional material and press
releases prepared or issued in connection with the Event. 'Re City shall be identified as "The City
of Miami, Florida" or' -Miami" and the Facility shall be identified as "Miarnarina 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 arc of no force or effect.
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22. COUNTERPARTS: This Agrecrnernt may he 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.
TIIIS AGREEMENT SHALL BE RETURNED TO THE CITY,
PROPERLY EXECUTED BY USER, BY FEBRUARY 10th, 2008,
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
Priscilla Thompson, City Cleric
Print Name:
Title: Corporate Secretary
APPROVED AS TO FORM AND
CORRECTNESS:
By:
Pedro Hernandez, City Manager
"USER"
NMShows, Inc., a Delaware corporation
By:
Print ;?G -room 4,4 i• DAA444 )0:1-
Title:I r sident
APPROVED AS TO INSU,RANCE
ndez Lee Ann Brehrh, Dip€ctor
Division of Risk Management
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