HomeMy WebLinkAboutExhibit - Amendment No 2 SUBTHIS DOCUMENT IS A SUBSTITION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
AMENDMENT NO. 2 TO GRAYLINE CONCESSION LICENSE AGREEMENT
This Amendment No. 2 ("Amendment") made and entered into this day of ,
2017, to the Grayline Concession License Agreement dated June 4, 2012, ("Concession
Agreement"), between the Bayfront Park Management Trust (the "Trust"), a limited agency and
instrumentality of the City of Miami, a municipal corporation of the State of Florida, and, whose
address is 301 N. Biscayne Boulevard, Miami, Florida 33132, and Conway Tours d/b/a Big Bus
Tours ("Concessionaire"), a Florida limited liability company authorized to transact business in
Florida, whose address is 2444 NW 7"' Place, Miami, Florida 33127.
RECITALS
WHEREAS, the Bayfront Park Management Trust ("Trust") was created by the Miami
City Commission to direct, operate, manage and maintain all aspects of Bayfront and
Bicentennial/Museum Parks; and
WHEREAS, on March 8, 2012, pursuant to the results of a Request for Proposals
competitive solicitation ("RFP 263248"), the City Commission adopted Resolution No.12-0072,
authorizing the Trust to execute the Concession Agreement with Grayline, now operating as
Conway Tours d/b/a Big Bus Tours (the "Concessionaire'); and
WHEREAS, on June 4, 2012, the Trust and Concessionaire executed the Concession
Age eement for operating a tour bus and transportation service from Bayfront Park; and
WHEREAS, RFP 263248 concerning the Bayfront Park Tour Bus Operations
Concession, provided per Section 2.34 Additional Services of the RFP:
"Services not specifically identified in this request may be added to any
resultant contract upon successful negotiation and mutual consent of the
contracting parties"; and
WHEREAS, on January 1, 2014, Amendment No. 1 to the Concession Agreement was
entered into to include an expanded operation at, and maintenance of, the Bayfront Park North dock
slip #!1; and,
WHEREAS, the parties now wish to amend the Concession Agreement by entering into
this Amendment No. 2 on the day and year first above written; and,
NOW THEREFORE, in consideration of the premises, and for other good and valuable
consideration the receipt and sufficiency whereof is hereby acknowledged, the parties hereto agree
as follows:
The Concession License Agreement is amended as follows:
1. Section 2.3 Option: The Trust approves the Concessionaire's first (5) five-year option to
renew, retroactively, commencing on June 1, 2017, and ending on May 30, 2022, pursuant to the
terms and conditions of the original Concession License Agreement, as amended. All terms and
conditions of the Concession Agreement, as amended, remain in operative force and effect
File No. 3045
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THIS DOCUMENT IS A SUBSTITION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
2. Section 4.1, Trust Fee of the Concession Agreement, as amended to date, is amended to replace
and supersede the original Section 4.1 included in the Concession Agreement, and further to replace
Section 4.1 provided for in Amendment No. 1 to provide the following fees payable effective as of
October 1, 2017:
(a) An Annual Concession Fee, also known as the Park Use Fee, during each Concession
Agreement Year, in amount equal to $78,335.40 annually (the" Concession Fee") which shall
be paid in equal monthly payments of $ 6,527.95; and
(b) An Annual Dock Fee, for use of the North Dock by the Island Queen or any similar
replacement vessel operated by the Concessionaire, during each Concession Agreement Year,
in an amount equal to $47,271.36 annually (the "North Dock Fee") which shall be paid in
equal monthly payments of $ 3,939.28; and
(c) A five percent (5%) revenue share of all other gross revenues earned by the Concessionaire
from its operations at Bayfront Park including, without limitation, food, beverages,
memorabilia, souvenirs, merchandise, water taxi ticket revenues, bus ticket revenues
originating in Bayfront Park, and Island Queen Boat Ticket Revenues; and
(d) Effective October 1, 2018, the Concession Fee and the North Dock Fee specified in
subsections (a) and (b) shall increase annually by three -percent (3%) each year; and
(e) The Concessionaire shall pay any applicable Florida Sales and Use Taxes; and
(f) The Concessionaire shall pay the City of Miami Ticket Surcharge to the Trust, as provided
in Chapter 53 of the Code of the City of Miami, as amended.
As delineated in Exhibit "A", the Concessionaire occupies the following zones for the management
and operation of the Concession:
1. Service road area for bus placement depicted on Exhibit A, #1.
2. Service road area bus placement depicted on Exhibit A, #2.
3. Luggage truck parking (four (4) spaces) at the front of the park office and additional service
road bus parking depicted on Exhibit A, #3.
4. As stipulated in Amendment No. 1, north dock, slip 91, depicted on Exhibit A, #4.
The Executive Director is authorized to discontinue all or any such parking provided by this
Section on thirty (30) days` written notice for any cause whatsoever.
Funds and fees described herein shall be payable as outlined in the Concession Agreement, as
amended.
3. The Audit and Inspection provisions provided for in Sections 18-100 to 18-102 are required to
be included in this Agreement as supplemental terms by the City of Miami Procurement Ordinance.
They are deemed as being incorporated by reference herein.
4. All other terms, provisions and sections of the Concession Agreement not expressly amended to
date are to remain as stated therein and continue in operative force and effect.
17-2271
THIS DOCUMENT IS A SUBSTITION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
Signature page to follow
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year
above written.
ATTEST: BAYFRONT PARK MANAGEMENT
TRUST
a limited agency and instrumentality of the City
of Miami
By: By:
Valerie Sanchez Jose Gell, Interim Executive Director
Administrative Assistant
Approved as to Insurance Requirements Approved as to Legal Form and Correctness:
By: By
Anne -Marie Sharpe Victoria Mendez, City Attorney
Risk Management Director
CONCESSIONAIRE:
Conway Tours d/b/a Big Bus Tours
By:
Name: Anat Kemin
Title: General Manager
Attest:
Name:
Title: Company Secretary
(Affix Company Seal)
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SUBSTITUTED.
MENT NO.2 TO GRAYLINE CONCESSION LI(
This Amendment No. 2 ("Amendment") made and entered into this day ,
2017, to the Grayline Concession License Agreement dated June 4, 2012,Concession
Agreement"), between the Bayfront Park Management Trust (the "Trust"), a limi d agency and
instrumentality of the City of Miarni, a municipal corporation of the State of Flo ida, and, whose
address is 301 N. Biscayne Boulevard, Miami, Florida 33132, and Conway T Ir
d/b/a Big Bus
Tours ("Concessionaire"), a Florida limited liability company authorized to ransact business in
Florida, whose address is 2444 NW 7"' Place, Miami, Florida 33127.
RECITALS
WHEREAS, the Bayfront Park Management Trust ("Trust' was created by the Miami
City Commission to direct, operate, manage and maintain 11 aspects of Bayfront and
Bicentennial/Musetun Parks; and
WHEREAS, on March 8, 2012, pursuant to the esults of a Request for Proposals
competitive solicitation ("RFP 263248"), the City Comm' Sion adopted Resolution No. 12-0072,
authorizing the Trust to execute the Concession Agre hent with Grayline, now operating as
Conway Tours d/b/a Big Bus Tours (the "Concessionai " ); and
WHEREAS, on June 4, 2012, the Trust Ad Concessionaire executed the Concession
Agreement for operating a tour bus and transport ion service from Bayfront Park; and
WHEREAS, RFP 263248 concerningAe Bayfront Park Tour Bus Operations
Concession, provided per Section 2.34 Addipfortal Services of the RFP:
"Services not specifically id ntified in this request may be added to any
resultant contract upon su essfiil negotiation and mutual consent of the
contracting parties"; and
WHEREAS, o[1 Janua' 1, 2014, Amendment No. l to the Concession Agreement was
entered into to include an exp lded operation at, and maintenance of, the Bayfront Park North dock
slip #l; and,
WHEREAS, th parties now wish to amend the Concession Agreement by entering into
this Amendment No. on the day and year first above written; and,
NOW T1 REFORE, in consideration of the premises, and for other good and valuable
consideration th receipt and sufficiency whereof is hereby acknowledged, the parties hereto agree
as follows:
Th Concession License Agreement is amended as follows:
1. Section 2.3 Option: The Trust approves the sole (5) five-year option to renew,
retro tively, commencing on June 1, 2017, and ending on May 30, 2022, pursuant to the terms
and conditions of the original Concession License Agreement, as amended. All terms and
c
a/
of the Concession Agreement, as amended, remain in operative force and effect
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SUBSTITUTED.
2. Section 4. 1, Trust Fee of the Concession Agreement, as amended to date, is amenyedteplace
and supersede the original Section 4.1 included in the Concession Agreement, and fureplace
Section 4.1 provided for in Amendment No. 1 to provide the following fees payable e as of
October 1, 2017:
(a) An Annual Concession Fee, also known as the Park Use Fee, during ach Concession
Agreement Year, in amount equal to $78,335.40 annually (the "Concessio Fee") which shall
be paid in equal monthly payments of $ 6,527.95; and
(b) An Annual Dock Fee, for use of the North Dock by the Isla Queen or any similar
replacement vessel operated by the Concessionaire, during each CC/cession Agreement Year,
in an amount equal to $47,271.36 annually (the "North Dock F e") which shall be paid in
equal monthly payments of $ 3,939.28; and
(c) A five percent (5%) revenue share of all other gross reve es earned by the Concessionaire
from its operations at Bayfront Park including, wi out limitation, food, beverages,
memorabilia, souvenirs, merchandise, water taxi ti et revenues, bus ticket revenues
originating in Bayfront Park, and Island Queen Boat cket Revenues; and
(d) Effective October 1, 2018, the Concession 1(ec and the North Dock Fee specified in
subsections (a) and (b) shall increase annually b three -percent (3%) each year; and
(e) The Concessionaire shall pay any app
(f) The Concessionaire shall pay the 1
in Chapter 53 of the Code of the City
As delineated in Exhibit "A", the Conces
and operation of the Concession:
Florida Sales and Use Taxes; and
Miami Ticket Surcharge to the Trust, as provided
imi, as amended.
occupies the following zones for the management
1. Service road area for bus p cement depicted on Exhibit A, 91.
2. Service road area bus pla ement depicted on Exhibit A, #2.
3. Luggage truck parking our (4) spaces) at the front of the park office and additional service
road bus parking depicte on Exhibit A, #3.
4. As stipulated in An ndment No. 1, north dock, slip #1, depicted on Exhibit A, #4.
The Executive Dire or is authorized to discontinue all or any such parking provided by this
Section on thirty (A) days' written notice for any cause whatsoever.
Funds and fees,/described herein shall be payable as outlined in the Concession Agreement, as
amended.
3. The Audit nd Inspection provisions provided for in Sections 18-100 to 18-102 are required to
be included 'n this Agreement as supplemental terms by the City of Miami Procurement Ordinance.
They are eemed as being incorporated by reference herein.
4. All ther terms, provisions and sections of the Concession Agreement not expressly amended to
date re to remain as stated therein and continue in operative force and effect.
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M "6011101140
Signature page to follow
IN WITNESS WHEREOF, the parties hereto have executed this A/,eday and year
above written.
ATTEST: BAYFRONT PARMENT
TRUST
a limited agency andty of the City
of Miami
Bv:
Valerie Sanchez
Administrative Assistant
By:
Jose Gell, Aterim Executive Director
Approved as to Insurance Requirements Approved,(s to Legal Form and Correctness:
By: By
Anne -Marie Sharpe Victoria Mendez, City Attorney
Risk Management Director
CONCESSIONAIRE:
Conway Tours d/b/a Big Bus Tours
By:
Name: Anat Kemin
Title: General Manager
Attest:
By
Name:
Title: Company Secretary
{Affix Company Seam
17-2271