HomeMy WebLinkAboutExhibit 1BOAT SHOW AGREEMENT
MIAMARINA AT BAYSIDE
This Agreement is entered into this day of , 201 by and between
the City of Miami, a municipal corporation of the. State of Florida ("City") and NA/MA 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 B, C, and D,
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 terns 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.
?. USE PERIOD: The Use Period shall, which includes set-up and dismantle, shall
commence at 7:00 a.m. or the eleventh (11th) day of February, 2012 and shall end at 5:00 p.m. on the
twenty second (22nd) day of February, 2012.
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 $1.51 per linear foot
per day and is estimated to be $5,685.1.5 per day, for a total of $68,221.80 (based on 3,765 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.
c.
PAYMENT OF USE FEE: User agrees to pay to the City the Use Fee as follows:
KL6 l(- f 7
A. Reservation Deposit: Upon execution of this Agreement, User shall pay to
the City thesum of $34,110.90, plus $2,387.76 sales tax (or 7.0% of charges), for a total of
S36,498.66 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 $34,110.90, together with the State of Florida Rental Taxes, -estimated at
$2,387.76 (or 7.0% of charges), for a total of $36,498.66 shall be paid on or before February 13`h,
2012.
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 dockage 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 13, 2012. This
amount is currently estimated to be $7,000 but the exact amount will be determined on January 13,
2012.
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, gangv'ays, 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.
Use agrees to surrender the Facility to the City properly cleaned and in the same
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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 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. 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 liabilityas 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 $1,000,000 each accident, $1,000,000 disease each employee, and
$1,000,000 disease policy limit. Waiver of Subrogation must be included with this coverage
in favor of the City of Miami.
(2) Commercial General Liability- provided on a primary and non contributory
basis and affording coverage for Bodily Injury, including death and property damage with
limits of at least $1,000,000 per occurrence, $2,000,000 aggregate. The certificate must
include coverage for premises and operations liability, Products and Completed Operations,
Contractual and Contingent Liability, and Personal Injury and Advertisement Liability. In
addition, the certificate must reflect coverage Fire to Rented Premises with limits of at least
$100,000. The City must be included as an additional insured on this coverage pursuant to
endorsement CG 2010 (11/85) or its equivalent version. •
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(3) Automobile insurance- Providing coverage for all owned, hired and non -
owned autos with a combined single limit of $1,000,000. The certificate must include
coverage for employees as insureds and name the City of Miami as an additional insured.
(4) Umbrella Liability- Providing excess follow form coverage with limits of at
least $1,000,000 'per occurrence, $2,000,000 aggregate with increased limits over
commercial general liability, auto, and ernployer's liability. City of Miami must appear listed
as an additional insured on this coverage.
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 hainuless 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.
D. The Company must be rated by the latest edition of Best's Insurance Guide,
published by Alfred M. Best Company, Inc. for other recognized organization] at no less than an
"A" Best Policyholders rating and no less than an "V" 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
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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 otherlegal 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 fire,
windstoLui, 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: 'Ali notices or other communications required under this Agreement shall be
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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 mariner 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: TO THE CITY:
NMMA Attn: Cathy Rick -Joule
9050 Pines Blvd.
Suite 305
Pembroke Pines, FL 33024
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: Johnny Martinez
City Manager
Also To: Stephen Evans
NMMA Also To: Julie 0. Brit, City Attorney
231 S. LaSalle St. Suite 2050 444 SW 2°° Avenue Suite 945
Chicago, IL 60604 Miami, FL 33130
19. MISCELLANEOUS PROVISIONS:
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 f his
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
a pa t
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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.
THIS AGREEMENT SHALL BE RETURNED TO THE CITY,
PROPERLY EXECUTED BY USER, BY FEBRUARY 11th, 2012,
AT 5:00 P.M. FAILURE TO COMPLY WITH THIS PROVISION
MAY RESLTLT IN THE CANCELLATION OF THIS
AGREEMENT BY THE CITY AND FORFEITURE OF ANY
DEPOSIT, ADVANCE OR PAY 'ENT MADE BY USER TO
RESERVE THE USE PERIOD.
(this portion intentionally left blank)
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"
ATTEST:
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CITY OF'M'liAMI, a municipal
corporation
By:
Priscilla Thompson, City Clerk Johnny Martinez, P.E.; City Manager
Print Name:
Title: Corporate Secretary
"USER"
N�MMA Boat Shows, Inc., a Delaware corporation
By:
Print Name:
Title: President
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
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Calvin Ellis, Director
Division of Risk Management
NAT50a40
CERTIFICATE OF LIABILITY INSURANCE
.DATE.(MM/DD/YY T)
.5/31/2011
THIS CERTIFICATE IS ISSUED AS A'MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY .OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY .THE POLICIES
BELOW; THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.. . .
IMPORTANT: If .the pertificate holder is an.ADDITIONAL.INSURED,-the pollcy(les) must be endorsed, If SUBROGATION IS WAfVED, subject -to ' '
the terms and conditions of the'poilcy, certain policies may require an endorsement, A statement on this c ertificate does, riot' confer rights to'the --
. certificate holder in lieu -of such endorsement(s). • . , `,' '
PRODU GER I I -
Corlmerciai Lines - (206) 892-9200
• " .. ..,
Wells Farcjo:Insur . cB•Se vlces'USti; Inc. - CA LlcOD084D8
'-_ ..
601,Union Street, Suite 1300
-
Seattle, WA 95101-1371
CONTACT' _ .:.,. _ _ ..., _.
NaME', ..
HL{ FAX
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EMAIL ,'
ADDRESS: .. .. ..
INSuRER(S1 AFFORIPING"COVERAGE'- `
- 'NAILN
INsuneoA: Great Divide Insurance Company
25224
INSURED National Marine Mfrs, Assn.
231 S LaSalle Street, Suite 2050
Chicago, IL 60604
INSURER e: Navigators Insurance Company
42307
INSURER C:
INSURERD:
INSURER E:
INSURER F:
ERTIFICATE NUMBER: 2809425
REVISION NUMBER: Sea below
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. 'NOTWITHSTANDING ANY.REDUIREMENT,'TERM-OR-CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE-POLICIESDESCRIBED HEREIN IS .SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED RY PAID CLAIMS,
INSR
LTR
TYPE OF INSURANCE
AOOL
INSR
SUER
WVO
POLICY NUMBER
POLICY EFF
(MM/DD YYYI
POLICY EXP
(MINOD/YYYYI
LIMITS
A
GENERALLIARWTY
CNA1013582-15
O6/01111
06/01/12
E?CH OCCURRENCE.
$ - .- 1.000,000
X
COMMERCIAL GENERAL LIABILITY
DAMAGE IORENIED
PREMISES (Ea occurren:.e)
$ 1,000,000
CLAIMS -MADE I X 1 OCCUR
MED EXP (Anyone person)
$ Excluded
X
INDEPENDENT
PERSONAL & AM/ INJURY
$ 1,000,000
X
CONTRACTORS
GENERAL AGGREGATE
$ 2,000,000
GEJ'LAGGRESATE'UMIT"APPLIES PER:
•
PRODU GTS-COMPIOP AGG
'$ 1,000,000
X POLICY 'IJEC.. I. '1 LOC.:`
A
AUTOMOeILELIABILITY....
..
CNA1013582-15
06/01/11.
06/01/12'
GDM3IN�D SINGLE.LIMIT-.-.
fEa accident}
, - 1,000,00a
$
.
'BODILY INJURY -(Per person)
.S.-. -
ALLOWNED '' ,.
AUTOS LED
RE
_
'ALL
r acid
BODILY INJURY (Pee ea -Elden!)
$
X
HIRED AUTOS
X
AUTOSWFJ�.
PP,:�1/IO
ISSUED C-RTIFICAT
SLY
PROPERTY DAMAGE
(Per eccitlerq •$
..
g , -
B
UMBRELLA LIAR
X.
OCCUR
SF1 iEXC1490231V
06/01/1.1
06I01/12
EACH OCCURRENCE
$ 2,000,000
EXCESS LIAR
CLAIMS -MADE
.
AGGREGATE
$ 2,000,000
DEO l X I RETENTION $ . 0..
'..
$
WORKERS COMPENSATION
WCA1014163-1514
06/01/11
06/01/12
x WC STATU- I I OTH-
I TORY LIMITS I I ER
A
AND EMPLOYERS' LIABILITY Y1 N
ANY PROPRIETOR'PARTNER/EXECUTIVE
.. .
E.L. EACH ACCIDENT
.$ 1,000,000
OFFICER/MEMBER EXCLUDED? N
(Mandatory In NH)
N / A
E.L. DISEASE - EA EMPLOYEE
$ - 1,000,000
Dyes,descdbe under
DESCRIPTION OF OPERA-IDFIS below
E.L. DISEASE • POLIG 'LIMIT
.. 1,000,000
rJ:7'CT.
cr. Fri
DESCRIPTION OF OPERATIONS ! LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, I1 more space is required) _„"= I k:
RE: MIAMI INTERNATIONAL BOAT SHOW AT WATSON ISLAND TO BE HELD ON FEBRUARY 14-24, 2011 1-`' � cFl /r l
CITY OF MIAMI IS ADDITIONAL INSURED UNDER GENERAL LIABILITY AND UMBRELLA LIABILITY AS RESPECTS THEIR�Ir TERESIN TH .
INSURED OPERATIONS OF THE NAMED INSURED PER THE ATTACHED ENDORSEMENT, DJT Syr,;',:
CERTIFICATE HOLDER - CANCELLATION
- City of Miami
Attn: Aldo Bustamante, Real Estate Manger
444 SIN 2nd Avenue, 3rd Floor
Miami, FL 33130
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE -
THE. EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE PDLICY PROVISIONS,
AUTHORIZED REPRESENTATIVE
-- The ACORD name and logo are registered marks of ACORD
ACORD 25 (2010/05)
1988.2010 ACORD CORPORATION. All rights reserved.
POLICY NUMBER: CNA1013582-15 COMMERCIAL GENERAL LIABILITY
CG 20 26 07 04
:..•_THIS.ENDORSEMENT CHANGES THE POLICY. PLEASE READ, IT CAREFULLY:.
:ADDITIONAL INSURED - DESIGNATED
,PERSON OR. ORGANIZATION.
This endorsement modifies Insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART,.
SCHEDULE
Name Of Additional Insured Person(s) DrOrganization(s)
AU ofyour designated person (s):or organization (s): who required by written contract thatahey be
named as addltional Insureds on this policy.
lnforrnatIbn required to compiete'tt'Is Schedule, if not shown above, will be shown in the Declarations, .
Section 1f — Who Is An Insured Is amended to in-
.clude as an edditlonal insured the. person(s) or argani-
zetlon(s) shown in the Schedule, but only with respect•
- to !lability for "bodily injury", "property damage" or
"personal and advertising injury" caused, In whole or
In part, by your acts or omissions or the acts or omis-
. sions of those acting on your behalf:
A; In the performance of your ongoing operations; er
13. In connection with your premises owned by or
rented to you.
CG20260704
ISO Properties, Inc„ 20D4 Page 1 of 1 M