HomeMy WebLinkAboutExhibitMEMORANDUM OF UNDERSTANDING
Between the
NATIONAL PARK SERVICE
BISCAYNE NATIONAL PARK
And the
CITY OF MIAMI
This Memorandum of Understanding ("Agreement") is entered into by and between the United
States Department of the Interior, National Park Service ("NPS"), acting through the
Superintendent of Biscayne National Park (the "Park"); and, the City of Miami (the "City"), a
municipal corporation of the State of Florida, to memorialize the City's commitment to provide
dock access and facilities at Dinner Key Marina, including a boat slip, suitable for long-term use
by a new Park authorized concessioner that will provide boat tours and other visitor services at
the Park.
Article I. Background and Objectives
1. As an agency of the United States, the National Park Service has a mission to conserve
the scenery and the natural and historic objects and the wildlife in units of the National Park
System, and to provide for the public enjoyment of the same in such manner as will leave them
unimpaired for the enjoyment of future generations.
2. The Park was established as a unit of the National Park System in 1968 and expanded and
re -designated as a national park in 1980. The park is 95% water and protects the longest stretch
of mangrove shoreline on the east coast, the clear, shallow waters of Biscayne Bay, the
northernmost Florida Keys and part of the world's third-largest reef tract.
3. The NPS has determined that certain visitor services are necessary and appropriate for the
public's use and enjoyment of Park resources and that commercial boat tours should be provided
under a competitive ten (10) year concession contract. Historically NPS concessioners have
launched boat tours only from Park -owned facilities at Convoy Point at the southern end of the
Park. To enhance the visitor experience, increase Park visitation, and facilitate access to the
northern end of the Park, the NPS also will require the next concessioner to operate tours out of a
safe, convenient launch site near Miami's urban center and tourist amenities. As recommended
in the park's 2015 Final General Management Plan, the Park has determined that Dinner Key is
an ideal location and launch site for accomplishing these goals.
4. The City, as owner and administrator of Dinner Key Marina, wishes to support the Park's
goals and facilitate the desired expansion of visitor services for Miami area residents and visitors
needing ready access to the Park. Accordingly, for the mutual benefit of the parties and the
public and in consideration of covenants and promises contained herein, the City has committed
to lease appropriate dock space and amenities at Dinner Key Marina to the Park's next
concessioner at reasonable rates for a ten-year period.
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Article II. Authority
1. NPS enters into this Agreement pursuant to 54 U.S.C. 101702 and undertakes activities
and responsibilities in connection with this Agreement pursuant to the Act of August 25, 1916,
35 Stat. 353; 54 U.S.C. §§100101-100302, as amended. The City enters into this Agreement
under the authority obtained pursuant to Charter Section 29-13. Nothing in this Agreement shall
be construed as affecting the authority of the parties or as binding the parties beyond their
respective authority.
Article III. Responsibilities and Commitments of the Parties
A. NPS agrees to:
1. Specify Dinner Key Marina, in the solicitation for the new contract, as the required base
of operations for the expanded visitor services to be provided at the northern end of the Park.
During the bid process, NPS will facilitate communications between interested bidders (offerors)
and the City to ensure the new concessioner will be able to begin operations from this site upon
award of the contract. The solicitation will make offerors responsible for contacting the City and
arranging for an individual site visit. Among other things, Offerors will be responsible for: (1)
assessing how to optimally utilize the marina facilities and the assigned, permitted or leased dock
space to provide a safe, high-quality visitor experience under the concession contract; and, (2)
determining how best to describe the proposed operations at this site in the offeror's proposal
package, and for understanding the terms and conditions of the new concessioner's business
arrangement with the City upon award of the NPS concession contract.
2. Work with the City in advance of contract award to ensure a new concessioner's vessel
specifications will be consistent with the dimensions of the dock space the City will assign,
lease, or permit the new concessioner to use at Dinner Key Marina.
3. Require the concessioner under the Park's new contract, anticipated for award in 2016, to
provide boat tours and other visitor services out of Dinner Key Marina as the new embarkation
point for access to the northern part of the Park. The contract will require a designated dock
space for safe loading and off-loading of passengers, as well as optional overnight docking at this
space. The contract will require operation of a temporary kiosk for on-site ticket sales adjacent to
the dock space, and will authorize the sale of boat tour tickets from this kiosk.
4. Inform the City when the NPS notice of intent to award the contract is issued, and
provide thirty (30) days advance written notice of the actual award date (or effective date, if
different from the award date) when the concessioner must begin operating at Dinner Key
Marina.
5. Provide the City with thirty (30) days advance written notice of any material changes to
the concession contract that could impact the business arrangement between the City and
concessioner including, without limitation, changes to the concession contract's operating plan
and maintenance plans.
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B. The City agrees to:
1. Cooperate and coordinate as necessary with the NPS during the competition process for
the award of a new NPS concession contract that will require boat tour operations and other
visitor services out of Dinner Key Marina as an embarkation point for visitors entering the
northern part of the Park. Upon award of the new NPS concession contract, the City will
continue to facilitate the new concessioner's use of Dinner Key Marina as a safe and appropriate
embarkation point for the services and operations required and authorized under the NPS
contract.
2. Designate during the competition process and reserve for future use of a new NPS
concessioner a specific dock space and adjacent temporary kiosk area at Dinner Key Marina
within the shaded area shown on the aerial photo attached hereto as Exhibit A. On or before the
award of the new NPS concession contract, the City will make the reserved space and associated
marina amenities available to the new concessioner under an appropriate lease, permit,
assignment, or other legal instrument between the City and new concessioner.
3. Contract directly with the new concessioner for the use of Dinner Key Marina as the new
embarkation point for expanded NPS concession contract operations including, the agreed upon
dock space, temporary kiosk area, and optional overnight boat docking or storage.
4. Ensure the lease, permit, or contract between the City and the concessioner will grant the
concessioner exclusive use of the City -assigned boat slip and dock space, including authorization
for unlimited access by the concessioner as needed for its operations at Dinner Key Marina.
5. Utilize the rate structure below with the new concessioner for the services required and
authorized under the NPS concession contract at the time of award. The City represents and
warrants that the following rates are fair and reasonable (either at or below current fair market
value for similar amenities in the local area), and agrees that any rate changes during the term of
the new 10 -year concession contract will be consistent with Dinner Key Marina rate changes
(either at or below fair market value for similar amenities in the local area):
a. Ticket surcharge:
Ticket Price Surchar e
$1.00-$14.99
$.75
$15.00-$29.99
$1.00
$30.00 and u
$2.00
The Ticket Surcharge shall be based on the price of tickets sold and calculated
on a per customer basis.
b. Optional Overnight boat storage (wet slip):
Commercial 1 $20.15 1 Per ft/Month I Rate based on 30' minimum LOA
6. Allow fuel or additional boat support services to be negotiated directly between the
concessioner and the appropriate vendor, in compliance with the lease, permit, assignment or
other contract between the City and new concessioner. There are a variety of fuel options,
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including in the two marinas immediately north of Dinner Key Marina in Grove Key Marina and
Grove Harbour Marina. The concessioner is responsible to make necessary arrangements.
7. Allow for agreement(s) for additional space or services at Dinner Key Marina at the sole
discretion of the City and to be negotiated directly with the concessioner. Any request by the
concessioner for additional space or services at the marina would entail separate or additional
fee(s) to be determined at fair market value.
8. Allow the concessioner to set up a temporary kiosk during business hours to advertise
and sell tickets adjacent to the embarkation point listed in A2. The parties understand and
mutually agree that NPS would authorize the new concessioner to move ticket sales to a sales
location within "the Harbour", a privately -leased development area performed by Grove Bay
Investment Group. If/when this different arrangement is pursued, it could be negotiated
successfully between the concessioner and the Grove Bay Investment Group.
Article IV. Term of Agreement
The effective date of this Agreement shall be the date of final signature by the NPS. Unless
terminated earlier in writing by agreement of the parties, this Agreement shall remain in effect
during the term of the new NPS 10 -year concession contract, unless said contract is terminated
prior to its expiration date or modified to delete the required boat tour services out of Dinner Key
to Biscayne National Park.
The Concessioner, acting as a Licensee, shall execute a Revocable License Agreement with the
City, acting as Licensor. The concessioner shall also execute a Mooring and Dockage
Agreement and a Marina Facilities Rules and Regulations Agreement. The aforementioned
agreements shall be executed prior to the concessioner commencing operations at Dinner Key
Marina.
Article V. Modification and Termination
1. This Agreement may be modified by a written instrument executed by the parties.
2. Either party may terminate this Agreement for any reason by providing thirty (30) days
written notice setting forth the reasons for proposing termination. Neither party will be liable to
the other for any costs or claims in the event of termination.
Article VI. Key Officials
The personnel specified below are considered essential to the successful coordination and
communication between the City of Miami and Biscayne National Park for the work to be
performed pursuant to this Agreement. Upon written notice to all parties, that party may
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designate an alternate to act in place of the designated Key Official, or designate a new Key
Official.
For the National Park Service:
Agreement Technical Representative (ATR):
Carissa DeCramer
Chief of Staff
Biscayne National Park
9700 SW 328th Street
Homestead, FL 33033-5634
Phone: 786-335-3616
Email: carissa_decramer@nps.gov
Bob DeGross
Acting Superintendent
Biscayne National Park
9700 SW 328 Street
Homestead, FL 33033
Phone: 305-230-1144 x 024
Email: BISC_Superintendent@nps.gov
For City of Miami:
Daniel J. Alfonso
City Manager
City of Miami
444 S.W. 2nd Avenue, l Od' Floor
Miami, Florida 33130
Phone: 305-416-1025
Email: djalfonso@miamigov.com
Article VII. Standard Clauses
A. Non -Discrimination: All activities pursuant to this agreement and the provisions of
Executive Order 1 1246; shall be in compliance with requirements of Title VI of the Civil
Rights Act of 1 964 (78 Stat. 252 42 U.S.C. §2000d et seq.); Title V, Section 504 of the
Rehabilitation Act of 1973 (87 Stat. 394; 29 U.S. C. §794); the Age Discrimination Act of
1975 (89 Stat. 728; 42 U.S.C. § §6101 et seq.); and with all other Federal laws and
regulations prohibiting discrimination on grounds of race, color, national origin, handicap,
religion or sex in provision of facilities and services to the public.
B. NPS Appropriations: Pursuant to 31 U.S.C. §1341, nothing contained in this Agreement
shall be construed to obligate NPS, the Department, or the United States of America to any
current or future expenditure of funds in advance of the availability of appropriations from
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Congress and their administrative allocation for the purposes of this Agreement, nor does this
Agreement obligate NPS, the Department, or the United States of America to spend funds on
any particular project or purpose, even if funds are available.
C. Prior Approval: The City of Miami shall obtain prior written approval from the NPS
before:
1. Holding special events within the Park;
2. Entering into third -party agreements of a material nature [in connection with what? ]; and
3. Assigning or transferring this Agreement or any part thereof.
D. Compliance with Applicable Laws: This Agreement and performance hereunder is subject
to all law, regulations and management policies including those governing NPS property and
resources, whether now in force or hereafter enacted or promulgated. Nothing in this
Agreement shall be construed as in any way impairing the general powers of the NPS for
supervision, regulation, and control of its property under such applicable laws, regulations,
and management policies. Nothing in this Agreement shall be deemed inconsistent with or
contrary to the purpose of or intent of any Act of Congress. Additionally, this Agreement
and performance hereunder is subject to all law, regulations and management policies
including those governing the City of Miami's property and resources, whether now in force
or hereafter enacted or promulgated. Nothing in this Agreement shall be construed as in any
way impairing the general powers of the City of Miami for supervision, regulation, and
control of its property under such applicable laws, regulations, and management
policies. Nothing in this Agreement shall be deemed inconsistent with or contrary to the
purpose of or intent of any act or resolution of the City of Miami Commission.
E. Disclaimers of Government Endorsement: Neither the NPS nor the City will publicize or
circulate materials (such as advertisements, solicitations, brochures, press releases, speeches,
pictures, movies, articles, manuscripts, or other publications), suggesting expressly or
implicitly, that the Government, the Department, NPS, the City or Government employees
endorse the business, goods, or services of the other. All materials referring to the
Government must be approved by NPS and City Key Official prior to publication. Nothing
herein is intended to prevent neither the NPS, the Department of the Interior or the City from
recognizing the partnership or contributions made by the Partners to NPS or the City, and
from authorizing an inclusion of such recognition in materials generated by each related to
this Agreement.
F. Modifications: This Agreement may be extended, renewed, supplemented or amended only
when agreed to in writing by the NPS and the City.
G. Waiver: No waiver of any provisions of this Agreement shall be effective unless made in
writing and signed by the waiving parry. No waiver of any provision of this Agreement shall
constitute a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof.
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H. No Agency: The City of Miami is not an agency nor does it represent the United States, the
Department of the Interior, or the NPS, nor will the City of Miami represent themselves as
such to third parties. The NPS is not an agent or representative of the City of Miami, nor will
the NPS represent itself as such to third parties. Nothing in this Agreement shall at any time
be construed so as to create the relationship of employer and employee, principal and agent,
or joint venture as between the City of Miami and the NPS.
I. Officials Not to Benefit: No Member of, Delegate to, Resident Commissioner in, Congress
shall be admitted to any share or part of this Agreement or to any benefit to arise therefrom,
unless the share or part benefit is for the general benefit of a corporation or company.
J. Liability: The City hereby agrees to indemnify, defend, save and hold harmless the NPS to
the extent of all limitations permitted by law, specifically Section 768.28, Florida Statutes,
from all claims, demands, liabilities and suits as a result of the City's negligence, or breach
of this Agreement by the City, its agents or employees. It is specifically understood and
agreed that this indemnification clause does not cover or indemnify the NPS for the NPS'
negligence or breach of contract.
The NPS may be held liable to the extent authorized by the Federal Tort Claims Act for the
acts or omissions of its duly authorized employees acting within their scope of work.
K. Insurance: The NPS concessioner shall maintain the types and amount of insurance required
by the NPS under the new concession contract for the term of that contract. The
Concessioner shall maintain insurance, in accordance with City of Miami's requirements, as
listed in Exhibit `B," attached hereto, so long as this agreement is in effect.
L. Non -Exclusive Agreement: This Agreement in no way restricts either the NPS or the City
from entering into similar agreements, or participating in similar activities or arrangements,
with other public or private agencies, organizations, or individuals.
M. Partial Invalidity: If any provision of this Agreement or the application thereof to any party
or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this
Agreement or the application of such provision to the parties or circumstances other than
those to which it is held invalid or unenforceable, shall not be affected thereby and each
provision of this Agreement shall be valid and be enforced to the fullest extent permitted by
law.
N. Governing Law: This Agreement shall be governed by federal law and venue shall be in the
appropriate Federal District Court for the Southern District of Florida currently located in
Miami, Florida. To the extent allowed by federal law, this Agreement may be interpreted and
construed in accordance with the laws of the State of Florida.
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Article VIII. Signatures
IN WITNESS WHEREOF. the parties hereto have executed this Agreement on the
dates set forth below.
CITY OF MIAMI, a Florida municipal corporation
am
Daniel J. Alfonso
City Manager
Date
NATIONAL PARK SERVICE, an agency of the United States Department of the Interior
Bob DeGross
Acting Superintendent
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EXHIBIT B
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- WATER
TAXI OPERATIONS
I. Commercial Marine Liability (Primary and Non Contributory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
General Aggregate Limit
Products/Completed Operations
Personal and Advertising Injury
Damage to Rented Premises
B. Endorsements Required
City of Miami listed as an additional insured
Contingent Liability & Contractual
Premises/Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability (If Applicable)
A. Limits of Liability
$1,000,000
$2,000,000
$1,000,000
$1,000,000
$50,000
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
USL&H Endorsement
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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
VI. Vessel/Protection and Indemnity Liability
A. Limits of Liability
Each Occurrence/Aggregate Limit $1,000,000
Jones Act Included
City of Miami listed as an additional insured
Dock/Wharf Liability Included
V. Bumbershoot Liability/Excess P&I Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
Aggregate
City of Miami listed as an additional insured
VI. Hull and Machinery/Mobile Equipment
$ 1,000,000
$ 1,000,000
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 reserves the right to request copies of all insurance policies associated with this
agreement, including any, and all applicable policy endorsements.
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