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HomeMy WebLinkAboutExhibit ABAYFRONT PARK MANAGEMENT TRUST COMMERCIAL DOCKAGE LICENSE AGREEMENT This Revocable License Agreement ("AGREEMENT"), made and entered into on 2025 ("EFFECTIVE DATE"), in Miami -Dade County, Florida, by and between the Bayfront Park Management Trust ("TRUST"), a limited agency and instrumentality of the City of Miami, Florida, and the Vessel Owner identified below ("OWNER"), for the use of dockage space at Bayfront Park, 301 Biscayne Blvd, Miami, FL 33132 as more particularly identified in the attached Exhibit "A" ("DOCK"), shall be governed by the following covenants and conditions binding upon the parties: OWNER's Name: EXPOSHIPS, LLLP OWNER's Address: 153 E. FLAGLER STREET, #1760 City: MIAMI State: FLORIDA Zip: 33131 Phone: Vessel Name(s): SEAFAIR Length Overall ("LOA"): Permitted Use of Vessel: ❑ Hall for Hire ❑ Fishing ❑ Sailing ❑ Water Taxi Provide all applicable Business Tax Receipts (County ❑ Sight-seeing see 2 operations. © Other: Dinner/event/venue, Paragraph and City) for commercial 1. THE VESSEL: The DOCK as defined above is designated for the berthing and operations of OWNER's vessel identified above ("VESSEL"). No other vessel may use the assigned DOCK during the Term of this AGREEMENT. The VESSEL must be in good and seaworthy condition, and be capable of safe maneuvering and navigation, and of self - propulsion (self -propulsion does not include paddle or makeshift sail). OWNER is not permitted to utilize the DOCK for any other vessels, including, but not limited to, any houseboats, dinghies, canoes, kayaks, wave runners or house -barges. 2. PURPOSE/PERMISSIBLE USE: Subject to the terms and conditions herein, OWNER shall have the non-exclusive, revocable right to use (a) the DOCK for the purpose of berthing, operating, servicing, maintaining and hosting events aboard one or more authorized vessels, including Seafair and any successor or comparable vessels owned, operated and/or controlled by OWNER and those five (5) flagpoles located adjacent to the DOCK. The Dock may be used for passenger embarkation and disembarkation, guest and vendor access, logistical support, event load -in and load -out, and other ancillary uses reasonably necessary or incidental to Licensee's commercial maritime and event operations, consistent with applicable law and public use requirements. Notwithstanding the foregoing, this AGREEMENT shall not convey to OWNER any right of possession, or any interest in land whatsoever; rather, this AGREEMENT merely grants a non-exclusive, Page 1 of 15 limited, and revocable privilege to the OWNER to use the DOCK during the Term subject to terms contained in this AGREEMENT. The relationship between the parties shall at no time be construed as creating a landlord/tenant relationship, bailment, or constructive bailment. The OWNER and the TRUST agree that nothing contained in this license is intended, or shall be construed as, granting any legal interest in the property, creating or establishing a partnership or joint venture between the parties herein, creating a bailment, or as designating the OWNER as the agent or representative of the TRUST for any purposes whatsoever. 3. USE OF PROPERTY ADJACENT TO DOCK AND FLAGPOLES: This Agreement grants a license solely for the use of the designated dockage space as specifically described on Exhibit A and for the five (5) flagpoles that abut the DOCK. As part of the rights granted under this AGREEMENT, OWNER shall have the right to use and display flags on all five (5) flagpoles for the duration of the Term, at no additional cost. TRUST shall not authorize any third party to use the flagpoles during the Term, and shall ensure that the flagpoles remain in good working condition. OWNER shall be responsible for ensuring that any flags displayed comply with all applicable laws and regulations. OWNER shall have no right to use, occupy, or access any other portion of the surrounding marina facilities, piers, seawalls, alternate docks, ramps, gangways, walkways, or other adjacent areas owned or controlled by the Trust, except to the limited extent reasonably necessary for safe and direct ingress to and egress from the Vessel via the gangway and ramp immediately adjacent to the DOCK. No other access, use, or encroachment is authorized or implied under this Agreement. 4. OPERATING HOURS. Subject to the terms of this Agreement, OWNER shall have uninterrupted access to and use of the DOCKS(s) on a 24-hour basis, seven days per week, throughout the Term. There shall be no restrictions on Licensee's hours of operation, including vessel ingress, egress, loading, offloading, guest boarding, or event activity, except as required by applicable law or as mutually agreed in writing between OWNER and the TRUST for purposes of public safety, emergency response, or extraordinary events. The Trust shall not impose any curfews or closures on OWNER'S operations except under such limited circumstances. 5. PARKING: OWNER understands there is no parking on -site, and that OWNER shall be required to secure separate parking accommodations should the same be required by OWNER. Should the TRUST authorize parking on TRUST -operated property, the same must be approved pursuant to a prior written authorization negotiated between the parties and inclusive of all applicable fees, including without limitation, the payment of the parking surcharge per the City code. 6. TERM: There is no stated or expressed term for this AGREEMENT. As a revocable license, it may be terminated or revoked for convenience at the will of the TRUST or the CITY and as otherwise provided in this AGREEMENT. This AGREEMENT is effective upon the EFFECTIVE DATE and shall continue until terminated by any means available Page 2of15 in this AGREEMENT. As used in this AGREEMENT, the "Term" shall refer to the duration of this AGREEMENT as described in Paragraph 5. 7. TERMINATION: a) FOR CAUSE: This Agreement may be terminated by the Trust in the event OWNER: (i) fails to make timely payment of the Dockage Fee, (ii) violates any applicable law or regulation, or (iii) otherwise materially fails to comply with the terms and conditions of this Agreement. Prior to termination, the Trust shall provide OWNER with written notice describing the alleged default, and OWNER shall have fifteen (15) calendar days from receipt of such notice to cure any monetary default and thirty calendar days to cure any non - monetary default, unless the nature of the violation reasonably requires more time and OWNER promptly commences and diligently pursues such cure to completion. If OWNER fails to timely cure the default as provided herein, the Trust may terminate this Agreement by written notice, and OWNER shall remove the Vessel from the Dock within forty-eight (48) hours of receipt of such termination notice. b) FOR CONVENIENCE: Notwithstanding any language contained in this Agreement to the contrary, this AGREEMENT may be terminated for convenience by the TRUST or the CITY, with or without cause, by giving OWNER three hundred and five (305) calendar days prior written notice to the OWNER. Upon expiration or earlier termination of this AGREEMENT, whether caused by lapse of time or otherwise, OWNER shall at once vacate and remove VESSEL from the DOCK. Should the OWNER fail to vacate the premises upon termination, the TRUST may utilize any and all remedies provided by law, and as provided in the AGREEMENT, to remove the OWNER and/or the VESSEL from the DOCK, including, but not limited to, Chapter 82, Fla. Stat., Chapter 83, Part I, Fla. Stat., and general maritime law. If the VESSEL is not removed from the DOCK on or before the effective date of termination or expiration of this Agreement, OWNER hereby agrees and consents to have the VESSEL towed from the DOCK at TRUST Executive Director's sole discretion, and the removal of the same shall be at OWNER's expense. To the extent that the VESSEL remains and is stored at the DOCK after termination or expiration of this Agreement, OWNER shall be responsible and liable for payment and/or Dockage Fee(s) and other related charges and impositions. 8. SECURITY DEPOSIT: The TRUST acknowledges that the TRUST is currently holding a security deposit in the amount of THIRTEEN THOUSAND AND 00/100 DOLLARS ($13,000.00) previously posted by OWNER. This deposit shall continue to apply throughout the Term of this AGREEMENT and shall be retained by the TRUST as security for the faithful performance by OWNER of all terms and conditions of this AGREEMENT. No additional security deposit shall be required. The deposit shall be returned at the conclusion of the term, less any amounts properly applied in accordance with this AGREEMENT. The TRUST, within its discretion, shall utilize the security deposit for the satisfaction, or partial satisfaction, of: (a) outstanding undisputed Dockage Fee(s) which have become delinquent and/or delinquent charges at any time after such Dockage Fee(s) are more than fifteen (15) days overdue; (b) the Page 3 of 15 cost of repairs required as a result of any damage or loss to TRUST property caused by OWNER, the VESSEL, its crew, or its guests or passengers; (c) the cost of removing any property left by OWNER at facility after OWNER vacates the DOCK; (d) the cost of restoring the DOCK to its condition prior to the OWNER's use; and (e) any other cost resulting from OWNER's failure to comply with this AGREEMENT. After utilization of all, or any portion of the security deposit, the TRUST may give notice to OWNER, who shall have fifteen (15) days in which to fully replenish the security deposit. Failure to replenish the security deposit within the time required shall cause this AGREEMENT to automatically terminate. 9. FEES & OTHER CHARGES: The parties acknowledge that OWNER is currently operating under an existing dockage arrangement with the TRUST, pursuant to which OWNER has been paying a monthly fee of FIFTEEN THOUSAND FOUR HUNDRED FIFTY and 00/100 DOLLARS ($15,450.00) for the use of the DOCK (the "Base Dockage Fee"). Accordingly, the execution and delivery of this AGREEMENT shall not reset, interrupt, or otherwise modify the timing of payment obligations. The Dockage Fee shall continue on a monthly basis, with payments due in advance on the first (1st) calendar day of each month, without the need for additional demand by the TRUST. For purposes of this AGREEMENT, the "Dockage Fee" shall collectively mean the monthly amount of FIFTEEN THOUSAND FOUR HUNDRED FIFTY AND 00/100 ($15,450.00), plus all applicable taxes, utility charges, and other amounts due in connection with OWNER's use of the Dock(s). a) In addition to the Base Dockage Fee, OWNER shall be responsible for all applicable electricity and water charges and any other expenses, assessments, levies, impositions, surcharges, or fees incurred by OWNER or otherwise assumed by OWNER pursuant to this Agreement in connection with OWNER's use of the DOCK. The TRUST shall endeavor to install a separate water and electrical meter for the applicable Dock and/or employ other commercially reasonable methods to monitor and segregate utility usage for purposes of accurate billing and cost allocation. If OWNER fails to pay the Dockage Fee when due, such nonpayment shall be deemed delinquent following the expiration of any applicable cure period. TRUST shall have the right to assess a delinquency fee equal to five percent (5%) of the unpaid amount, which shall accrue on a cumulative and compounding basis and be automatically posted to OWNER's account. b) All payments due hereunder shall be made to the Bayfront Park Management Trust by company check, cashier's check or money order. Any use of electricity and/or water by Owner, will be at Owner's sole cost and expense. 10. MARITIME LIEN: The parties agree that the dockage authorized pursuant to this AGREEMENT is for services deemed "necessaries" within the meaning of the Federal Maritime Lien Act, 46 USC Section 31301, and further provided in Section 50-342, City Code, and that the TRUST, in addition to relying upon the credit of OWNER, shall retain a maritime lien against the VESSEL, its appurtenances and contents, for all unpaid Dockage Fees, delinquency charges, and for any damage caused to any dock, piling, or any other TRUST property. OWNER acknowledges that TRUST has a right to establish and Page 4 of 15 enforce a maritime lien for dockage, repairs, supplies, towing or other necessities and agrees that the TRUST retains the right to pursue such maritime liens and other legal and equitable remedies as may be necessary to enforce the terms and conditions of the AGREEMENT. 11. NO WARRANTIES: The TRUST makes no representations or warranties concerning the DOCK, which is provided in its "AS -IS, WHERE -IS" condition. OWNER has had the opportunity to inspect the DOCK and accepts it in its current condition, subject to all faults and defects, whether patent or latent. The TRUST shall not be liable for the care, protection, or security of the VESSEL, its equipment, appurtenances, or contents, or for any loss, destruction, or damage of any kind or nature to the VESSEL, its appurtenances, or contents, however caused. There is no warranty of any kind as to the condition or safety of any piers, walks, gangways, ramps, bulkheads, pilings, seawalls, or other access points, and the TRUST shall not be responsible for injuries to persons or property occurring on or around TRUST -managed property, except as expressly provided herein. THE WARRANTY OF MERCHANTABILITY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. This provision does not relieve the TRUST of any obligations it may have under this Agreement to repair, maintain, or renovate the DOCK or adjacent infrastructure, or any duties it may owe in its capacity as a landowner or operator of a public facility, including any duties to warn of known or reasonably discoverable hazards. OWNER shall not be deemed to have waived any rights, remedies, or claims arising from the TRUST's failure to fulfill such obligations, or from any breach of applicable statutory or common law duties. Nothing in this Agreement shall be construed to impose upon OWNER any obligation to repair, maintain, or improve the DOCK or any related infrastructure, except to with respect to the Flagpoles described in Paragraph 2 of this Agreement extent such obligations are expressly and specifically set forth herein. 12. SECURITY: OWNER shall provide appropriate security at the DOCK during hours of operation and shall secure the VESSEL when not in use. 13. INDEMNIFICATION/HOLD HARMLESS: OWNER agrees to indemnify, defend, and hold harmless the TRUST, the City of Miami ("CITY"), and the U.S. Army Corps of Engineers ("ARMY CORP"), and each of their respective officers, agents, directors, and employees (collectively, the "Indemnitees"), from and against any and all claims, liabilities, demands, losses, damages, costs, or expenses (including reasonable attorneys' fees and costs) to the extent arising out of or resulting from: (i) the negligent acts, errors, omissions, breaches of this Agreement, statutory violations, or other wrongful conduct of OWNER or its employees, contractors, invitees, or agents in connection with the use or occupancy of the DOCK; or (ii) any failure by OWNER or its agents to comply with applicable federal, state, or local laws, ordinances, rules, or regulations. Nothing herein shall be construed to require OWNER to indemnify any Indemnitee for claims, liabilities, Page 5 of 15 or damages caused by the gross negligence, misconduct, or breach of duty of such Indemnitee. OWNER expressly agrees to indemnify, covenant not to sue and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of OWNER, or any of its subcontractors, as provided above, for which the OWNER's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. This indemnity and hold harmless provision shall survive the termination or expiration of this Agreement and shall continue in effect until the expiration of the corresponding statute of limitations or the tolling thereof. 14. RELEASE OF LIABILITY: The Indemnitees assume no responsibility or liability for any person or property entering the premises in connection with the use or occupancy of the DOCK, except to the extent that any such responsibility or liability is determined to have arisen directly from the willful misconduct or negligence of the TRUST, the CITY, the ARMY CORP, or their respective officers, agents, or employees. OWNER shall remain solely responsible for the actions and conduct of its invitees, employees, agents, contractors, and any other persons under its control or direction while on or about the DOCK. In consideration of the execution of this AGREEMENT by the TRUST, OWNER releases the Indemnitees from any and all liability for any loss, injury, death, theft, damage, or destruction to any persons or property that may occur in or about the premises, except to the extent caused by the failure of performance, negligence or willful misconduct of the TRUST, the CITY, the ARMY CORP, or their respective officers, employees, agents, or contractors. Nothing herein shall be construed to require OWNER to indemnify any Indemnitee for claims, liabilities, or damages caused by the negligence, misconduct, or breach of duty of such Indemnitee. OWNER expressly agrees to indemnify, covenant not to sue and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of OWNER, or any of its subcontractors, as provided above, for which the OWNER's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. This indemnity and hold harmless provision shall survive the termination or expiration of this Agreement and shall continue in effect until the expiration of the corresponding statute of limitations or the tolling thereof. 15. INSURANCE: OWNER shall obtain and maintain in force for the use period, insurance coverage in accordance to Exhibit B. 16. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS: OWNER shall comply with all State, Federal and local laws applicable to this AGREEMENT, including without limitation those pertaining to marinas and boating and all the terms and conditions of the Agreement. In its use of DOCK, OWNER shall comply with all Marina Facilities Rules and Regulations, including but not limited to, all zoning, permitting, and City Code rules and regulations. TRUST reserves the right to make such other and further reasonable rules and regulations as in its judgment may from time to time be needed for the safety and Page 6 of 15 care of the DOCK, and any such other rules and regulations shall be binding upon OWNER with the same force and effect as if they had been inserted here at the time of execution. However, no such rule or regulation shall become binding on OWNER unless: (a) it is reasonably tailored to address legitimate health, safety, or operational concerns; (b) OWNER is given no less than ninety (90) days' advance written notice of the proposed rule or regulation; (c) OWNER is provided an opportunity to review and comment in good faith on any proposed change that may materially impact OWNER's use of the DOCK, business model, or operations; and (d) the new rule or regulation does not materially modify the Permitted Use without OWNER's written consent. OWNER shall have the right to terminate this AGREEMENT without penalty if any such new rule or regulation materially impairs OWNER's ability to conduct business as contemplated herein. 17. There shall be no gambling or other games of chance occurring on the VESSEL while at the DOCK and while the VESSEL is within CITY limits. There shall be no adult entertainment as defined by the Miami 21 Code on the DOCK or VESSEL, while the VESSEL is otherwise within CITY limits. With respect to adult entertainment, no restriction shall apply unless the activity in question falls squarely within the formal legal definition of "adult entertainment establishment" under the Miami 21 Code, and such restriction is enforced on a content -neutral basis in compliance with applicable constitutional standards. 18. REMOVAL OF VESSEL: The OWNER agrees to remove, or cause to be removed, the VESSEL from the DOCK and all other TRUST -managed property on or before issuance of hurricane warnings by the National Hurricane Center and in any emergency declared by the City Manager. It shall be the OWNER'S responsibility to be aware of such warnings. In addition to the foregoing, if TRUST at any time, in its absolute discretion, requires the OWNER to move the vessel from DOCK, OWNER shall comply and remove VESSEL in accordance with the time frame required by TRUST. 19. QUIET ENJOYMENT: OWNER shall peacefully use DOCK and at all times and not interfere with the quiet enjoyment of other marina licensees. 20. FAILURE OF UTILITIES: TRUST shall not be liable for any interruption, termination, or failure of utility services on the DOCK. 21. ASSIGNMENT: This AGREEMENT is unique in nature and may not be assigned, transferred or sold in whole or in part by OWNER. In the event the TRUST is abolished, the CITY shall have all rights of the TRUST as its successor in interest to this AGREEMENT. 22. RESIDENCY: OWNER shall not authorize use of VESSEL for any residential purpose. Nor shall ONWER permit use of the Bayfront Park as main address of its business. 23. PROOF OF OWNERSHIP: As a condition precedent to the effectiveness of this AGREEMENT, OWNER shall, on or before the date of execution, provide TRUST with satisfactory proof of ownership of the VESSEL. Such proof shall consist of a certified copy Page 7 of 15 of either (i) a state -issued title, (ii) a U.S. Coast Guard Certificate of Documentation, or (iii) other registration reasonably acceptable to TRUST, as applicable. 24. ACCESS TO SLIPS: TRUST, its representatives, and employees shall have reasonable access to the DOCK for purposes necessary, incidental to, or connected with the performance of its obligations under this AGREEMENT or the exercise of its official functions. TRUST acknowledges that OWNER conducts business activities from the VESSEL, including but not limited to hosting private events and commercial programming. Accordingly, and except in the event of an emergency or exigent circumstance, TRUST shall use best efforts to provide at least seventy-two (72) hours' advance notice before accessing the DOCK if such access may interfere with OWNER's operations, and shall not unreasonably interfere with OWNER's scheduled or ongoing business. 25. ACCESS TO DOCUMENTS: TRUST, through its authorized representatives, shall have reasonable access during normal business hours, upon at least five (5) business days' prior written notice, to inspect and audit, at TRUST's sole cost and expense, only those non - privileged records maintained by OWNER that are directly and specifically related to: (i) compliance with the permitted use under this AGREEMENT; (ii) maintenance logs for the VESSEL while docked at the DOCK; and (iii) documentation evidencing compliance with specific marina or maritime regulations expressly referenced in this AGREEMENT. TRUST shall not access or request records concerning OWNER's financials, proprietary business operations, customer data, or third -party contracts, except to the extent such records are clearly necessary to confirm a material violation of this AGREEMENT. OWNER shall maintain such limited records for a minimum of three (3) years. 26. EXAMINATION OF DOCK: OWNER acknowledges that it has visually inspected the DOCK and, based on such inspection and without conducting any structural, engineering, or subsurface investigation, has determined that the DOCK is, as of the Effective Date, in a condition that is generally satisfactory for OWNER's intended use. OWNER makes no representation or warranty as to the structural integrity or engineering sufficiency of the DOCK and expressly disclaims any assumption of responsibility for the same. Notwithstanding the foregoing, the TRUST shall, and hereby does, acknowledge the need for the following deferred repairs, and agrees to address them in good faith and at the TRUST's sole expense: (i) replacement of rotted or structurally compromised pylons; (ii) replacement or repair of uneven, splintered, or worn decking; (iii) installation and anchoring of proper mooring cleats on each DOCK; and (iv) replacement or installation of adequate safety chains. Nothing in this section shall relieve the TRUST of any duty to maintain or repair the DOCK, nor shall it operate as a waiver by OWNER of any rights or remedies arising from the TRUST's failure to do so. TRUST reserves the right, at its sole discretion, for any reason and at any time, to develop, improve, maintain, modify, or repair the seawalls, Page 8 of 15 DOCK areas, roadways, and connected walkways. Notwithstanding the foregoing, TRUST acknowledges and agrees that OWNER operates a commercial enterprise from the DOCK, and uninterrupted access and operational continuity are essential to OWNER's business. TRUST shall therefor provide OWNER with no less than ninety (90) days' prior written notice of any non -emergency project that may materially interfere with OWNER's permitted use of the DOCK, and shall use commercially reasonable efforts to avoid or minimize such interference. TRUST shall also not terminate this AGREEMENT for convenience, or require OWNER to vacate the DOCK due to any such capital improvement, maintenance, or repair project, unless: (i) TRUST provides at least one hundred twenty (120) days' prior written notice; (ii) TRUST demonstrates that continued occupancy and use of the DOCK by OWNER would render the work materially unsafe or unfeasible; and (iii) TRUST offers a commercially reasonable alternative docking location of comparable access and utility for the remainder of the Term. 27. ALTERATION OR MODIFICATION OF PREMISES: OWNER shall not remove, relocate, alter, or modify any existing portion of DOCK or any TRUST -managed property, nor attach, affix, or permit to be attached or affixed, upon the DOCK or any TRUST - managed property, without the prior written consent of the TRUST, any flags, placards, signs, poles, wires, aerial antennae, ladders, stairs, ramps, vending machines, ticket or concession booths, or any other structures, improvements, or fixtures. 28. EQUIPMENT AND MACHINERY: OWNER shall not bring any heavy equipment or machinery onto TRUST -managed property or adjacent submerged lands for any purpose, including but not limited to accessing the DOCK or the VESSEL, without obtaining the prior written approval of the TRUST's Executive Director. Such approval may be granted or denied at the Executive Director's sole and absolute discretion. Any access granted pursuant to this section shall not release, reduce, or otherwise limit the OWNER's liability for any damage caused to, or incurred by, the TRUST as a result of such access or activity. 29. DAMAGE OR DESTRUCTION TO PREMISES: In the event that the DOCK, or any portion thereof, shall be destroyed or damaged by fire, wind, water, or other casualty so as to prevent the use of the DOCK for the purposes and during the periods specified above, or the DOCK cannot be used because of strikes or other causes beyond the control of TRUST, then this AGREEMENT shall terminate and the OWNER waives any claim against the TRUST for damages by reason of such termination. TRUST shall not be obligated to repair or rebuild the DOCK but may elect in its sole discretion to do so. 30. DUTY TO MAINTAIN DOCK IN GOOD REPAIR: OWNER shall have no duty to routinely inspect, maintain, repair and/or replace the any part(s) of the DOCK except to the extent expressly set forth in this Agreement. Upon termination of this Agreement, OWNER shall return the DOCK in the its original condition, wear and tear excepting, and OWNER shall, subject to the terms, conditions and limitation of this Agreement, pay for all damages occasioned by its use. 31. SUBORDINATION TO GOVERNMENT CONTRACTS: OWNER acknowledges and agrees that this AGREEMENT is subject to and subordinate to any existing or future Page 9 of 15 agreements of any kind between the TRUST and any other public agency, including but not limited to the United States Government, State of Florida, any county, municipality, or any official, board, commission, or other public body politic of the state or federal government, now or hereafter created, whether specifically mentioned here or not 32. REMEDIES: Notwithstanding any language contained herein to the contrary, the parties shall be entitled to all available legal and equitable rights and remedies set forth in this AGREEMENT and under applicable law, all of which rights and remedies shall be cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies by such party that may now or subsequently be available to them at law, in equity (including, without limitation, injunctive relief), by statute, in any other agreement between the parties, or otherwise. 33. AUTHORITY: OWNER represents and warrants that this AGREEMENT has been duly authorized, and that the signatory below has the requisite authority to execute this AGREEMENT. Where the consent or action of the TRUST is required or authorized under this AGREEMENT, such consent or action shall be exercised by the TRUST's Executive Director or the City Manager as applicable, provided that: (i) TRUST Board approval or CITY Commission approval, as applicable, is not required under applicable law; and (ii) the action does not materially amend this AGREEMENT or increase the TRUST's or CITY's actual or potential obligations or liabilities. 34. GOVERNING LAW: Florida law governs any dispute, claim, action or controversy that arises out of or relates to this AGREEMENT, including but not limited to any related actions based on tort or statute. 35. SELECTION OF FORUM: Venue for any disputes pursuant to this Agreement shall be Miami -Dade County, Florida as the mandatory and exclusive forum and venue for the resolution of all disputes arising out of or relating to this contract, including a related action based on tort or statute. The parties will resolve all such disputes in the selected forum. Each party shall bear its own attorneys' fees and costs incurred in connection with any dispute arising under or relating to this Agreement. 36. NOTICES: All notices or other communications required under this AGREEMENT shall be in writing and shall be by hand -delivery, 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 notice given herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U.S. Mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO TRUST: Bayfront Park Management Trust 301 N. Biscayne Blvd. Miami, Florida 33132 ATTN: Executive Director TO OWNER: EXPOSHIPS, LLLP 153 E. FLAGLER STREET, #1760 Miami, Florida 33131 Page 10 of 15 With Copy to: City Attorney's Office 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 37. INTEGRATION AND SEVERABILITY CLAUSE: This AGREEMENT constitutes the sole and complete agreement between the parties with respect to the subject matter herein and expressly supersedes and terminates that certain Dockage Agreement entered into on or about NOVEMBER 14, 2024, as well as any other prior agreements, understandings, promises, negotiations, or representations, whether oral or written, relating thereto. No such prior agreement shall have any continuing force or effect. This AGREEMENT shall not be subject to parole evidence. The invalidity, illegality, or unenforceability of any provision of this AGREEMENT shall not affect the validity or enforceability of the remaining provisions. 38. INTERPRETATION: Although one party may have had a larger role in drafting this AGREEMENT, it will not be interpreted more stringently against that party. The parties have had the opportunity to review this AGREEMENT and understand its contents which are agreed upon voluntarily. 39. MODIFICATIONS: Any typed or handwritten changes to this printed AGREEMENT, which are not initialed by the TRUST Executive Director, shall be void and of no force or effect. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties. 40. NO THIRD -PARTY BENEFICIARY: There shall be no express or implied third -party beneficiaries to this AGREEMENT. 41. ANTI -HUMAN TRAFFICKING: OWNER confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services. OWNER shall execute and submit to the TRUST an affidavit, of even date herewith, in compliance with F.S. 787.06(13). If the OWNER fails to comply with the terms of this section the TRUST may suspend or terminate this Agreement immediately without prior notice, and in no event shall the TRUST be liable to OWNER for any damages, including but not limited to, any consequential or incidental damages. 42. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. Page 11 of 15 The undersigned person agrees that he is the lawful OWNER of the vessel described herein or is authorized to subject said vessel to the provisions of this AGREEMENT. ATTEST: OWNER: BY: BY: Sign above & print name below ATTEST: Print Name: BAYFRONT PARK MANAGEMENT TRUST A limited agency and instrumentality of the City of Miami BY: BY: Raul Miro, Jr Interim Executive Director APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: BY: BY: David Ruiz, Interim Director Risk Management George K. Wysong III City Attorney #25-1959 Page 12 of 15 EXHIBIT "A" Assigned Dock SLIP No. 3 Page 13 of 15 EXHIBIT "B" Insurance INSURANCE REQUIREMENTS I. GL/Umbrella Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $4,000,000 General Aggregate Limit $4,000,000 Products/Completed Operations $4,000,000 Personal and Advertising Injury $4,000,000 B. Endorsements Required City of Miami listed as an additional insure Bayfront Park Management Trust listed as an additional insured Hired and Non -Owned Auto Primary and Non -Contributory Insurance Clause 11. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation USL&H 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 Page 14 of 15 III. Pollution Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 2,000,000 City of Miami and Bayfront Park Management Trust listed as an additional insured. IV Protection and Indemnity Liability $2,000,000 City of Miami listed as an additional insured Bayfront Park Management Trust listed as an additional insured Jones Act Captain and Crew Included Dockage liability included Waiver of subrogation included V. Hull and Machinery per declared value 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 and the Trust reserve the right to request copies of all insurance policies associated with this Agreement, including, but not limited to all policy endorsements, and any and all coverage information Page 15 of 15