HomeMy WebLinkAboutExhibitBOAT 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 National Marine
Manufacturers Association, 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 Piers 2, 3, and 4,
excluding four (4) 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.
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 eleventh (11th) day of February, 2017, and shall end at 5:00 p.m. on
the twenty-second (22nd) day of February, 2017.
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 $1.69 per linear foot per day and
is estimated to be $9,959.17 per day, for a total of $119,510.04 (based on 5,893 linear feet times
twelve days). This may be adjusted by the linear feet used per day as needed. 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. Reservation Deposit: Upon execution of this Agreement, User shall pay to the City
the sum of $59,755.02, plus $4,182.10 sales tax (or 7.0% of charges), for a total of $63,937.08 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 sum of
$59,755.02, together with the State of Florida sales tax, at $4,182.06 (or 7.0% of charges), for a total
of $63,937.08 shall be paid on or before February 111h, 2017.
C. Additional Charges: Payment of Additional Charges shall be made upon
demand.
6. EVENT PERSONNEL, UTILITIES AND SUPPLIES: Except as may be otherwise
specifically provided, if expressly stated, 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.
7. CONDITION OF FACILITY:
A. This Agreement is only for the use of dockage space on a transient basis and the City
disclaims all warranties, express or implied, INCLUDING THE WARRANTY OF
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, 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.
The Dockage Space is allowed to be used on an "AS IS" condition.
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,
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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.
8. RISK OF LOSS: User understands and agrees that the City shall not be liable for the care,
protection, security, loss, destruction, theft 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.
9. COMPLIANCE WITH APPLICABLE LAWS: User agrees to obtain all required
licenses and permits and to abide by, and comply with all federal, state and local applicable laws,
rules, regulations, codes and ordinances in the use of the Facility and/or presentation of the Event.
10. 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.
11. INDEMNIFICATION: User shall indemnify, covenant not to sue, defend (at its own cost
and expense) and hold harmless the City and its officials, employees and agents (collectively
referred to as "Indemnitees"), from and against all losses, costs, penalties, fines, damages, claims,
expenses (including attorney's fees and investigative costs ) or liabilities (collectively referred to as
"Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss
of any property arising out of, resulting from, or in connection with (i) the use of the Facility,
whether caused directly or indirectly, in whole or in part (whether joint, concurrent or contributing),
by any act, omission, default, negligence (whether active or passive), recklessness or intentional
wrongful misconduct of any Indemnitees, User or any of Users guests, invitees, employees,
licensees, agents or subcontractors, or (ii) by the failure of User to comply with any of the provisions
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hereof, specially User's obligation to comply with all applicable statutes, ordinances, codes, rules,
or other regulations or requirements in connection with the use of the Facility. This
Indemnification/hold harmless/duty to defend shall survive the term of this agreement.
12. INSURANCE:
A. Without limitation of the requirements set forth in this Article, Provider shall
maintain insurance with coverage and minimal limits of liability in accordance with attached
Insurance Exhibit A.
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.
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 a "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
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.
13. DEFAULT/MARITIME LIENS:
A. If User fails to comply with any term or condition of this Agreement, or fails to
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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. User understands and agrees that termination of this Agreement under this section
shall not release User from any obligation accruing prior to the effective date of termination.
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.
14. 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 acts 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.
15. 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 or under any provision of this Agreement.
16. ASSIGNMENT: This Agreement shall not be assigned by User, in whole or in part,
without the prior written consent of the City, which may be withheld, or conditioned, in the City's
sole discretion.
17. 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.
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TO USER:
NMMA, Inc.
Attn: Ben Wold
15100 NW 67 Avenue
Miami Lakes, FL 33014
Also To: Stephen Evans
NMMA
231 S. LaSalle St. Suite 2050
Chicago, IL 60604
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: Daniel J. Alfonso
City Manager
Also To: Victoria Mendez, City Attorney
444 SW 2nd Avenue Suite 945
Miami, FL 33130-1910
18. MISCELLANEOUS PROVISIONS:
A. User shall identify, defend and hold harmless 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
public purpose of promoting the Facility.
C. This Agreement shall be construed and enforced according to the laws of the State
of Florida, Miami -Dade County and the City of Miami. Venue in all proceedings shall be in
Miami -Dade County, Florida. Each party shall bear their own respective attorney's fees (except as
provided in Section 12).
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.
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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.
19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
20. 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.
21. PUBLIC RECORDS: User understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to Authority contracts and to City contracts,
subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City
and the public to all documents subject to disclosure under applicable law. User's failure or refusal
to comply with the provisions of this section shall result in the City's immediate cancellation of this
Agreement. User shall additionally comply with all of the provisions of Section 119.0701, Florida
Statutes, entitled "Contracts; public records".
THIS AGREEMENT SHALL BE RETURNED TO THE CITY,
PROPERLY EXECUTED BY USER, BY FEBRUARY 11th, 2017,
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.
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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.
Print Name:
Title: Corporate Secretary
"CITY"
ATTEST:
"USER"
National Marine Manufacturers Association Boat
Shows, Inc., a Delaware corporation
By:
Print Name:
Title: President
CITY OF MIAMI, a municipal
corporation
By:
Todd Hannon, City Clerk Daniel J. Alfonso, City Manager
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Victoria Mendez
City Attorney
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Anne -Marie Sharpe, Director
Department of Risk Management
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INSURANCE EXHIBIT A
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- BOAT SHOW
AGREEMENT
L Commercial General Liability (Primary and Non Contributory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
Contingent & Contractual Liability
Premises/Operations Liability
Host liquor included
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto, Owned, or Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
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Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee.
$1,000,000 for bodily injury caused by disease, policy limit.
IV. Umbrella Policy (Excess Follow Form)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 4,000,000
Aggregate $ 4,000,000
City of Miami listed as an additional insured
V Protection and Indemnity Liability
City of Miami listed as an additional insured
$1,000,000
The above policies shall provide the City of Miami with written notice of cancellation in
accordance with policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V"
as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.
The City reserves the right to request copies of all insurance policies associated with this
agreement, including, but not limited to additional insured endorsements, and any other
applicable coverage information.
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