HomeMy WebLinkAboutExhibit ASUPER. YACHT 'VENUB AGREEMENT
This SUPER YACHT VENUE AGPMEMENT ("Agreement") is entered. into by and be%veen
FLAGSTONE ISLAND: GARDENS, .LLC; a Delaware: limited liability company("Flagstone"),
YACHTING PROMOTIONS, INN, a Florida corporation ("YPI" ), on ;this Addy of
RECITALS
A. Flagstone ,is a party to an agreement to enter into ground. lease with the: City ,of
Miami, as lesson (thee "Ground Lease") dor the development of the project lulown as
Island Gardens at Watson Island, Miami, Florida, on 10.79 acres of land on the
Northwest quadrant of Watson Island, Miami; Florida (tire "Upland Parcel") and :13.5.
acres of'submerged 'land adjacent to the :Upland Parcel, (together, -the "Property"), as
more, fully.described in the legal descriptions, attached hereto as Exhibit ".X',
M YPI and the Florida Yacht Brokers; Inc., a Florida non profit corporation ("FYBA"),
have been world leaders in boatshow productions and have made the annual Yacht
and: Brokerage shove in Miami Beach a world famous and well regarded boat show
-- - ("Miarn .Boat Show"); - - -- - - - -
C.. The parties desire. to secure ail additional venue during the same period as and as an
additional l venue.of the Miami Boat Shove in the first ;quarter of each .calendar year at.
a marina to be constructed by Flagstone on the .Property (the "Marina") with such.
venue to. be. principally focused on markding "Sumer Yachts" coznrnencing after the
date of completion of the Marina (the "Event") and
-D. Such additional vewe may be referred to as the "Super Yacht.Miami Show".
NOW THEREFORE, in consideration of the above recitals, tke: terms and conditions hereof; and
other. good. and valuable: consideration, the, panties hereby- agree to the following terms and
conditions:
1. Name,and Presentation; YPJ shall own -,.maintains and control the exclusive rights of
.ownership to the :namo "Super Yacht .Miami Show" and all other names, trade names,.
mans, trademarks,. logos, artwork, domain: names an'd other intellectual property and
promotional: materials used. from time to time `in connection with the Event aril the
exclusive might to conduct and present the Event.
2, -[.Tse of Premises. Flagstone shall provide the"" Show Site" to YPI for its exclusive use of
and during the Event (including 2 set up days, 5 show days and 2 breakdown days, being
9 consecutive days in the first quarter of each year (normally in February} (each an
"Event Period"). Tho Event ' Period shall. be. 991 reasonably determined by YPI and
provided by written notice,to Flagstone each year at least 90 days prior to each Event
Period. The Show Site for each Event shall include the dockage and other marina space,
as_ well as space in the Upland Parcel for exhibition space, concessions, parking and
storage; all as shown on a site plan similar to, Exhibit B attached hereto as determined by
YPI and provided to_ Flagstone in writing each year at least 90 days prior to the Event
Period. " Udlusive .use" shall ntean YPI .and shall have the exclusive right to use and
determine the occupancy of the ,Show Site during the Event Period and the control of any
displays, exhibits, concessions or promotional materials placed in. or at the Show Site
during. the Event Period, including all vessels docked therein,
Flagstone agrees to cafise.the Show.Site to be ready for use during each Event Period and
shall have the responsibility of maintain ng any existing or anticipated physical' structures
or property contained therein during each Event Period, including without limitation
outside lighting, docks, electrical and water. systems and .parking lots, unless damaged by
YPI or any of its respective employees, invitees, exhibitors or agents.
3. Term. This Agreement _shall commence on the date hereof and continue thereft
aer
it,is currently contemplated that the f mt
Event may ,be held in: February; 2015, but this is contingent. upon the Marina being
completed and fully' operational -at least 120 days prior to the Event. This Agreement
may be terminated by YPI upon at least ninety (90) days .prior written notice if YPI
determines, in its sole discretion, it isnot commercially reasonable, to continue producing
the Event.
4. Production. YPI shall produce the Event and shall be responsible for any and all costs
associated with the production of'the Event. YPI shall, at its expense; cause all moats,
displays, exhibits;, temporary improvements and materials assoolated.with each Event to
be removed from the Show Site prior to the end of the related Event Period.
.6.
7. Economfe Suspension. :If YPI determines in its sole discretion that an anticipated Eveat
may not be commercialIy reasonable, it may cancel aft Event by providing written notice
to Flagstone not less than 90 days prior to the commencement of the Event Period, and
YPI shall be relieved of any obligation to hold such Event or pay Flagstone any Dockage
Fees related to. such Event:
8. Exclusive Period. Flagstone agrees that it. shall not .hold, produce or permit on the
--------------------- -- ------
Property any competing events such as boat shows or other similar promotions: or
exhibitionsin which Super Yachts are displayed or materially promoted. during any Event
Period, or periods extending 60 days prior and 60 days after each Event Period.
1i. Insurance. YPI shall be responsible for obtaining:insuranw .for the Event as determined
by it in its sole discretion at their own expense, Flagstone shall not be; responsible to
YPT for any loss or _damage to any property of'YPI or any property leased ,or contracted
for by YPI for any reason:, including but not limited to theft and .damages resulting:from
construction,.on the Property. In addition, YPI is required to provide and keep in force
during the period of the /event, the following insurance:
(i) 'Worker's compensation.and employer's. liability insurance coveiing,its employees
in accordance with the statutes, rules and regulations promulgated by Florida's
governing authorities.
(li) Commercial general liability insurance including Products/Completed Operations,
-Personal and Advertising. injury, with a per occurrence limit of not less than
$1,000,000, $2,000,000 aggregate limit, with umbrella coverage with an
aggregate limitation of $10,000,000,
"' :Certificates of insurance
{�t�); proyzded by. YPI; shall_ name Flagstone, Flagstone
Property Group LLC, a Delaware IiWaited liability eompany, Flagstone Miami
Holdings, LLC, a Delaware limited liability company and Flagstone -Development
Corporation,, a Delaware corporation and theXW-of Miami; FL as additional
insureds and loss payees.
f.
(iv) Certificates of insurance must be provided to .Flagstone.:at least thirty (30) days
prior to, each Event.
12. Compliance; (a) YPI shall be solely responsible for ensuiiingthat each Event is in
compliance with. all applicable governmental. authorities, Vis; 'codes and rules and
regulations. YPI shall also be solely' responsible for assuring that all ramps, stairs and
similar devices within or leading to the exhibited yachts shall be of typenormally suited
for such purposes: and shall comply with all. applicable building codes. and safety
standards. Neither Flagstone nor its duly appointed representatives shall be liable: or
responsible for any injury to YPI or'its employees, or its ,guests or visitors while within
the Property,; nor sliall said parties be liable for the loss of any goods or property from
any cause ,whatsoever while the :sajrne :are. in transit, to or from the Event: of while they are.
in the Shaw Site, except if, ahy such injury or loss of any goods.. or property arises. from
the gross negligence, mtontioraai misconduct or criminal acts or. omissions .of. Flagstone;
the City of Miami, or any of thein respective employees; agents or representatives in the
performance `or breach. of this. Agreement.
(b). All applicable, electrical, fire and health department rules and`regulations and alt city,
state and. federal laws shall be complied with. YPI shall be responsible for compliance
with.local fire codes, including but not`Ihited: to the presence of the Minimum; required
fully charged -fire extinguisher per area. YPI is responsible °.far any -charges incurred for
fire; inspection and re -inspection, -following failure to meet. fire codes.
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13: -Force; Majeure. Flagstone shall :have. no liability to YPI whatsoever for any matter or
thing resulting from acts of God;' including, with limitation, flie, flood; earthquakes,
hurricanes and tornadoes or other events reasonably beyond the :control of Flagstone
including; without limitation, war, government regulatioh, disaster, strifes, civil disorder;.
curtailment of transportatigo facilities; or inbectious disease, except that' if such events
provent YPI. from producing any Event,,Flagstone shall return to YPI Dockage Fees or
other payments made by YPI to Flagstone with respect to such Event.
14.. Release. YPI releases Flagstone, its contractgfs and their respective directors; officers,
employees, agents and members, and each of them, from any claims, liabilities, losses,
damages, costs or expenses. relating to or arising out of any injury to Any persoatiel of
YPI or to any other person: or any loss. or damage to arty property of YPI or any 'other
property where such injury, ,loss, :or damage is incident to, arises. out of, or is in any way
related to YPI's participation in an went, and YPI shallhe responsible for any such
injuiy;'loss,: or damage, and any expenses relating thereto; provided; however, this release .
shall not apply tq any such claims;'liabilities; losses, datriages,.costs or expenses relating
to or arising Froin the gross negligence, intentional misconduct or criminal acts .or
omissions of Flagstone, its. contractors, or any of their_ respective directors, officers,
employees, agents or members.
15, ndemnity. (a) YPI ("Indemnitor"), Without regard to .assignment, lease, sublease or
dealer acaupancy shall incteznnzfy, hold liarmless,.defend ane% i:eimburse Flagstone and its
Tanagers; contractors, directors of c. ers, employees;: agents and members, and each. of
them ("indemnities".), from and against any and all actions; 'causes of action; claims,
demands, liabilities, losses, damages, costs or expenses, of whatever kind in nature,
including :;judgments; interest and reasonable attorneys' fees; cost of litigation, and all
other costs; expenses and charges,' which indemnities incur or :may .incur for aay reason
resulting front, relating to or arisinS but of YP.Ps participation in the Event, including but
not limited to: (i) _ the gross ,negligence, intentional misconduct or criminal acts or
omissions of Tndemnitor in the performance or breach of this Agreement; (ii) the :bread}
by Indemnitor arid//or its contractors, their directors, officers, dinployees, or agents of any
representation or covenant set forth herein; .(iii) any injury to or death of any persons, :or
any kiss of,; through: theft or otherwise, or damage to; property arising in: any way in
coniiection with the use :and enjoyment by Indemnitor, or. any other person or entity
preset'with the permission; express or implied, of Indemnitor of the Show .Site; (iv) use
of equipment, devices furnished to or used by any person in connection with the Event,
provided that the foregoing indemnification shall not appIy:where the damage, injury or
loss results solely from the negligence,- gross negligence or'miiscondiia of Flagstone, or
airy of its officers, employees, representatives or contractors, .
(b) Flagstone shall indemnify; Bold harmless, defend and reimburse YPI, its affiliates
and thein respective officers, employees, managers, - directors; members, contractors,
agents and representatives; .and each of them, from and against any and all aefow,'causes
of action, claims, :demands; liabilities; losses, damages; costs and expenses of whatever
kind or nature, including judgments, interestsand respective attorneys' fees, costs of
litigation, ,and; all other costs, expenses and charges 'which such indemnities incur or may
incur for any reason resulting from,. relating to, or arising out of (i) the gross negligence,
Intentional misconduct or criminal. acts or omissions of Flagstone or any of its employees,'
agents' or representatives in the .performance or 'Breach of this Agreement, or (ii) the
breach bFlagstone or any of its employees, officers, directors; employees oragents of
any representation, warranty or covenant of Flagstone set.forth herein.
1.6. Arhitratio�. Except for claims socking injunctive Qr equitable relief, any controversy or.
claim arising out of or relating to this Agreement or a breach thereof, shall be settled by
Binding arbitration. in', Miaxal, 'Florida (or such other location as may be agreed to by the
parties) to be :administered by the American Arbitration Association ("AAA.") in
accordance with its then prevailing Commercial Rules :of Arbitration. YPI and Flagstone
shall each . select an arbitrator from a list provided by the AAA that ismutually
satisfactory to them, If YPIand Flagstone are unable to.agree on.an. arbitrator, W and
Flagstone shall each: choose an arbitrator from the list provided by: the AAA. The two
arbitrators 'so selected shall then select a.third arbitrator maimlly-satisfactory to them'
from the list, provided by the AAA. The single arbitrator so selected. by the aforesaid
procedure shall hear the dispute and decide it. The arbitrator selected shall not be a
present. or former officer, employee; consultant or top .rosentative of any of the paries or
any of their affiliates. The arbitrator shall have a background and training in the general
areas :of law covered by this Agreement.. The arbitrator shall have the right to award
costs; kes and expenses including, without limitation,' the. arbitrator's fees and reasonable
attorneys' fees, to the prevailing party; The award of the arbitrator shall be.binding and.
final on all parties. A party shall ' be. entitled to have a judgment entered on the
determination_ or decision' of the arbitrator in any court of competent jurisdiction. For
claims seeking injunctive or eq€ itable relief, such :as violation of restrictive covenants,
each party consents to the personal jurisdiction of any. state or federal court located in
Miami; Florida,
17. Miseellarieaus. This Agreement. shall be governed by and construed in accordance ',with
the laws of the State of lilodda: ;This Agreement, together with Exhibits hereto,. all of
which are incorporated herein and made a Part hereof by this roference, constitutes the
entire agreement between the parties -hereto with respect to the subject matter hereof and
supersedes all prior agreements,' ui�derstaridirig, negotiations, and. discussions, both
written and oral, between the parties hereto with respect to such subject matter. The
pazlies :hereto have- not relied on any I statement, representation or warranty not expressly
set,forth. herein:. This Agreement may not be amended or modified in any way except by
written instrument executed by all of the parties hereto, This Agreement inay be
executed iri counterparts.
IN WITNESS WHEREOF, the parties have: executed this Agreement as of the date first
written above,
'Y'ACHTING PROMOTIONS, INC. FLAGSTONE I$LIAND GARDENS, LLC,
DelawAre limited liability company
Titlep3 C'rz3. LL
Flagstone Development Corporation,.
a Delaware corporation, its Manager
By:
M timet Bays far President
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