NMMA Boat Show Parking Lease Agreementboo ~- z ~ 9 s~'
G 7 T - 1.z~iv~p ~
MIAMI BEACH CONVENTION CENTER AREA PARKING LEASE AGREEMENT
FOR THE NATIONAL MARINE MANUFACTURERS ASSOCIATION BOAT SHOW
This Lease Agreement made thisd~~~ day of ~EC'~g t~ , 2008, by and
between the CITY OF MIAMI BEACH, a Florida Municipal Corporation (City or Lessor),
whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139, and
NATIONAL MARINE MANUFACTURERS ASSOCIATION (Lessee), whose address is
9050 Pines Boulevard, Suite 305, Pembroke Pines, Florida 33024.
WITNESSETH:
WHEREAS, the Lessee has entered into an Agreement with the City of Miami
Beach, dated January 12, 2004, for lease space in the Miami Beach Convention Center
(MBCC), from January 26, 2009, through February 25, 2009, and January 25, 2010,
through February 24, 2010, for the Miami International Boat Show (Main Lease),
subject to the right of cancellation by Lessor at any time after completion of the 2010
Boat Show; and
WHEREAS, Lessee wishes to lease the Preferred Parking Lot, located between
Convention Center Drive and Meridian Avenue, and 18th and 19th Streets, for the
purpose of exhibitor space, as well as other City property adjacent to the Boat Show
and the Main Lease, for other related uses, as set forth herein; and
WHEREAS, it is the intent of both parties that this Lease Agreement shall serve
as an exhibit to the Main Lease.
NOW, THEREFORE, in consideration of the mutual covenants herein
exchanged, the parties agree as follows:
1) Premises. Lessee shall have the right to use the following City property
as exhibit space; shuttle passenger loading zones, and additional storage, as referred
1
below in subsections (a) (b), (c), and (d), respectively (hereinafter, collectively referred
to as the Premises):
a) Preferred Parking Lot (886 parking spaces)' Located between
Convention Center Drive and Meridian Avenue, and 18th Street
and 19th Streets. This area shall be used for the purpose of
exhibitor space.
b) Municipal Surface Parking Lot No 5H (26 parking spaces)
Located at 19th Street and Meridian Avenue. This area shall be
used for the purpose of storage material related to exhibitor space.
c) Metered Parking Spaces (18 parking spaces): All on-street metered
parking spaces on the east side of Meridian Avenue, between 18th
Street and 19t" Streets. This area shall be used only as a bus
drop-off and /or pick-up ramp.
d) Additional Storaae Area (18 parking spaces): Metered spaces on
the south side of 18 Street, east of Convention Center Drive, for
use as additional storage.
Lessee shall be solely responsible for obtaining and paying for any and all permits and
licenses necessary for its use of and operations on the Premises, (as set forth above
and in Exhibit I herein).
2) Term. The term of this Agreement shall run concurrent with the term of
the Main Lease. Notwithstanding any provision in this Agreement, in the event that the
Main Lease is terminated, canceled, or expires, then this Lease Agreement shall also
automatically terminate, concurrent with the termination of the Main Lease, and shall be
of no further force and effect.
3) Schedule of Use. Pursuant to the Term provided in Paragraph 2 above,
Lessee shall use the Premises only on the schedule dates set forth as follows:
(a) 2009 Boat Show
January 26 -February 11 Move-in
February 12 -February 16 Show Days
2
February 17 -February 25 Move-out
(b) 2010 Boat Show
January 25 -February 10 Move-in
February 11 -February 15 Show Days
February 16 -February 24 Move-out
4) Use. Lessee shall use the Premises solely for the NMMA -Miami
International Boat Show (Boat Show), and, more specifically, for only those uses as set
forth in Paragraph 1. Lessee shall have the right to install fencing at the perimeter of
the Premises, subject to its compliance with all City and Miami-Dade County permitting
requirements. Lessee shall also have the right to install tents and other equipment
necessary to operate the Boat Show, subject to its compliance with all City and Miami-
Dade County permitting requirements. All installations and improvements shall be
further subject to the current and applicable building codes and shall also comply with
all applicable City, County, State and Federal Laws. Lessor agrees to provide, and
Lessee hereby accepts, the Premises in their "as is" condition, and Lessee agrees to
return said Premises, including restoring all asphalt and other surfaces affected by its
operations, to their condition prior to the move in of the Boat Show, for each Boat
Show provided in the Term herein.
5) Rental. The rental rate for the Premises shall be $95,622.50 in 2009 and
$112,235 in 2010, including applicable sales tax, per year Additionally, Lessee agrees
to be solely responsible during the Term herein for the payments of any and all taxes
and/or assessments, including, without limitation real estate taxes, which may be levied
against the Premises as a result of Lessee's actions and operations thereon. Rental
rate shall be adjusted annually based on the annual Consumer Price Index (CPI), or
-,
3%, whichever is higher. Rent shall be paid to the City of Miami Beach Parking
Department, 309-23~d Street, Suite 200, Miami Beach, FL, 33139, as follows: Fifty
Percent (50%) of total rental fee and applicable sales tax and any other taxes which
may become due, by February 1 of each rental period; and remaining balance within
fifteen (15) days of the last show date each year. Fees are assessed on actual Show
dates. Any all fees for the move-in and move-out dates are included in the Show date
fees. The following is an itemized listing of the rental fees per year:
a) Preferred Parkina Lot (886 parking spaces):
886 parking spaces X $18.75 in 2009 and $22.50 in 2010 ($15.00
X 1.25 in 2009 and 1.50 in 2010 parking space turnover ratio) X
five (5) days: 2009: $83,062.50 2010: $99,675.00
b) Municipal Surface Parking Lot No 5H (26 parking spaces)'
26 parking spaces X $10.00 (parking meter daily rental fee) X 31
days: 2009: $8,060.00 2010: $ 8,060.00
c) Metered Parkina Spaces (18 parking spaces):
18 on-street parking spaces X $10.00 (parking meter daily rental
fee) X 9 days: 2009: $1,620.00 2010 $ 1,620.00
d) Additional Storage Area (18 parking spaces):
18 parking spaces X $10.00 (parking meter daily rental fee) X 16
days: 2009: $2880.00 2010: $ 2,880.00
Grand Total: 2009: $95,622.50 2010: $112,235.00
6) Protection Clause. The City of Miami Beach agrees that for the Term of
this Agreement, it will not lease any other City-owned facilities to third parties for any
boat show selling new boats, for thirty (30) days immediately prior to, and the thirty (30)
days after the Boat Show dates (described herein in Section 3). The foregoing
restriction shall not preclude the Lessor from leasing or issuing a revocable permit
during the Boat Show dates for any City-owned property, including, without limitation,
the City-owned out lots in the area of Collins Avenue, from 49th Street to 43rd Street,
4
and along the Indian Creek Waterway, for a boat show selling used yachts, boats and
vessels.
7) Responsibility for Clean-Up of Public Areas. Lessee shall have a neat
and orderly operation at all times and shall be solely responsible for the necessary
housekeeping services to properly maintain the Premises. It shall be the sole
responsibility of the Lessee to maintain the cleanliness of the Premises on a daily basis.
The Lessee shall be responsible for the removal of trash, rubbish and garbage and, if
required by the Lessor, Lessee shall provide at its own expense, trash receptacles
throughout the Premises, in an amount sufficient to maintain the cleanliness of the
area. Lessee shall instruct and monitor its employees to assure that trash, rubbish and
garbage is immediately picked up on the Premises. To assure that Lessee complies
with this provision, Lessee shall make all areas under the Premises available for
examination at any time by the City Manager or his authorized designee. The Lessee
shall also be responsible for final clean-up of Premises, and shall return same to Lessor
in the same condition as existing prior to the Boat Show provided in the Term herein.
8) Services to be Provided by the City's Parking Department It shall be
the responsibility of the City's Parking Department to remove all signs, as needed, to
accommodate the Boat Show; remove all parking meters on Convention Center Drive,
as needed, to accommodate the Boat Show; and to bag all parking meters, as
described in Section 1, to accommodate the Boat Show.
9) Lessor's Proposed Improvements. Lessee acknowledges that the City
is developing and implementing a series of capital improvements on, or within the
vicinity of, the Premises, including, without limitation, the construction of a multi-story
5
parking garage, which may entail closure of all, or a portion of, the Premises, which
closure shall be determined, as necessary, at Lessor's sole discretion and judgment.
In the event that Lessor closes all, or a portion, of the Premises due to the aforestated
capital improvements, including, without limitation, construction of the aforestated
parking garage, then Lessor shall provide Lessee with one (1) year prior written notice
of same, and the parties' agree that this Lease, and the parties' respective obligations
hereunder, shall be terminated without liability to either party. Accordingly, Lessee
acknowledges and agrees that it shall not have any claim, demand or cause of action of
whatever kind or nature, against the City, its agents, servent, and employees including,
without limitation, claims for interference in business or damages for interruption of the
operation of the Boat Show.
10) Indemnification. Lessee shall indemnify, defend and save the Lessor
harmless from and against any and all claims or causes of action (whether groundless
or otherwise) by or on behalf of any persons, firm or corporation, for personal injury,
property damage, or other occurring upon the Premises occasioned in whole or in part
by any of the following:
a. an act of omission on the part of Lessee or any employee, agent,
invitee, guest, assignee or subcontractor of Lessee;
b. any misuse, neglect, or unlawful use of the Premises by Lessee or
any employee, agent, guest, invitee, assignee or subcontractor of
Lessee; and/or
c. any breach, violation, or nonperformance of any undertaking by
Lessee under this Agreement.
Lessee agrees to pay and shall pay for all damage to the Premises caused by Lessee
or any employee, agent, guest or invitee, assigned or subcontractor of Lessee.
11) Insurance. Lessee shall not commence this Agreement, nor take
6
possession of the Premises, until all insurance required under this section has been
obtained and such insurance has been approved by Lessor's Risk Manager. Lessee
shall maintain and carry in full force during the Term of this Agreement the following
insurance:
1. General Liability in the amount of $1,000,000.00. A certified copy
of Lessee's Insurance Policy must be filed and approved by the
Risk Manager prior to commencement. The CITY of MIAMI
BEACH, FLORIDA must be listed as an Additional Insured.
2. Workers' Compensation & Employers Liability as required pursuant
to Florida Statutes. A certified copy of Lessee's Insurance Policy
must be filed and approved by the Risk Manager prior to
commencement. The CITY of MIAMI BEACH, FLORIDA must be
listed as an Additional Insured.
3. Automobile Insurance in the amount of $1,000,000.00. A certified
copy of Lessee's Insurance Policy must be filed and approved by
the Risk Manager prior to commencement. The CITY of MIAMI
BEACH, FLORIDA must be listed as an Additional Insured.
Thirty (30) days written notice of cancellation or substantial modification in the
insurance coverage must be given to Lessor's Risk Manager by Lessee and its
insurance company. The insurance must be furnished by insurance companies
authorized to do business in the State of Florida and approved by Lessor's Risk
Manager. Original certificates of insurance for the above coverage must be submitted
to the Lessor's Risk Manager for approval prior to commencement of the Term herein.
These certificates will be kept on file in the Office of the Risk Manager, 3rd Floor, City
Hall. All insurance policies must be issued by companies authorized to do business
under the laws of the State of Florida. The companies must be rated no less than "B+"
as to management and not less than "Class VI" as to strength by the latest edition of
Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
7
equivalent, subject to the approval of the CITY's Risk Manager. Compliance with the
foregoing requirements shall not relieve Lessee of the liabilities and obligations under
this section, or under any other portion of this Agreement, and Lessor shall have the
right to obtain from Lessee specimen copies of the insurance policies in the event that
submitted certificates of insurance are inadequate to ascertain compliance with
required coverage.
12) Default and Termination. The following actions (a) through (d)
shall constitute an event of default by Lessee:
a. If Lessee abandons or vacates the Premises prior to the
expiration of the Term hereof;
b. If Lessee fails to timely pay any of the rental amounts, as set
forth in this Agreement;
c. If Lessee fails to discharge or bond off any lien filed on the
Premises, within three (3) days of written notice from
Lessors to Lessee; or
d. If Lessee fails to perform in accordance with any of the other
terms and conditions herein contained.
In the event of default by Lessee, and such default is not cured within two (2) days after
written notice to Lessee, the Lessor may terminate this Agreement without further
notice to Lessee. Lessee shall immediately surrender possession of the Premises, as
well as, removing any personal property and equipment from same. Any personal
property and equipment not so removed shall be removed and stored by the Lessor at
the expense of Lessee. Additionally, in the event of a termination hereunder, the
Lessor may also pursue any and all legal remedies available to seek redress for such
default.
13) Bankruptcy and Insolvency If Lessee is adjudicated bankrupt or makes
an assignment for the benefits of creditors, the Lessor shall have the right to
8
immediately terminate this Agreement and re-enter the Premises without notice or
demand.
14) Sublease and Assignment. Lessee shall not sublease the Premises or
any part thereof, nor assign this Agreement, without obtaining Lessor's prior written
approval, which approval may be given, if at all, at the Lessor's sole and absolute
discretion.
15) Rights of the City. The City reserves the right to use any of the parking
lots incorporated herein, if the City determines the need to do so. The exercise of such
rights shall be noticed in writing to the Lessee ninety (90) days prior to the move-in date
for each Boat Show.
16) Notices. All notices shall be sent to the parties at the following
addresses:
Lessor: City of Miami Beach
Parking Department
Attn: Saul Frances, Director
309-23~d Street, Suite 200
Miami Beach, FL 33139
Lessee: NMMA Boat Shows
Attn: Cathy Rick-Joule
Southern Regional Manager
9050 Pines Boulevard, Suite 305
Pembroke Pines, FL 33024
Lessee and Lessor may change such address at any time upon giving the other party
written notification. All notices under this Agreement must be in writing and shall be
deemed to be served when delivered to the address of the addressee. All notices
served by mail shall be registered mail, return receipt requested. Lessee may
9
designate additional persons for notification of default.
17) Waiver. No waiver by Lessor any time of any of the terms or conditions of
this Agreement shall be deemed at any time thereafter a waiver of the same or any
other term or conditions hereof.
18) Severability. If any term or provision of this Agreement or the application
thereof to any person or circumstance shall, to any extent, be invalid or unenforceable,
the reminder of this Agreement, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected thereby and each term and provision of this Agreement shall be valid
and be enforceable for the fullest extent permitted by law.
19) Governing Law/Venue This Agreement shall be governed by and
construed in accordance with the law of the State of Florida. This Agreement shall be
enforceable in Miami-Dade County, Florida, and if legal action is necessary by either
party with respect to the enforcement of any or all of the terms or conditions herein
exclusive venue for the enforcement of same shall lie in Dade County, Florida. By
entering into this Agreement, Lessee and Lessor expressly waive any rights either party
may have to a trial by jury of any civil litigation related to, or arising out of, this
Agreement.
20) Limitation of Liability Lessor desires to enter into this Agreement only if
in doing so the Lessor can place a limit on the Lessor's liability for cause of action for
money damages due to an alleged breach by the Lessor of this Agreement, so that the
liability for any such breach never exceeds the sum of $10,000. Lessee hereby
expresses its willingness to enter into this Agreement with Lessee's recovery from the
10
r,
,~
Lessor for any damage action for breach of contract to be limited to a maximum amount
of $10,000. Accordingly, and notwithstanding any other term or condition of this
Agreement, Lessee hereby agrees that the Lessor shall not be liable to Lessee for
damages in an amount in excess of $10,000, for any action of claim for breach of
contract arising out of the performance or nonperformance of any obligations imposed
upon the Lessor by this Agreement. Nothing contained in this paragraph or elsewhere
in this Agreement is in any way intended to be a waiver of the limitation placed upon the
Lessor liability as set forth in Florida Statutes, Section 768.28.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
ATT~ ST: LESSOR/CITY OF MIAMI BEACH
~,~~ ~ ~~
Robert Parcher, City Clerk Mat i H. Bower, Mayor
ATTEST:
Secretary
LESSEE/NATIONAL MARINE
MANUFACTURERS ASSOCIATION
f~~ ~~~ ~
.~.~~.
President
APPROVED AS TO
FORM $ LANGUAGE
~ FOR EXECUTION
r. ~
~z=
City Attorn ~ Date
11 ~