Lease Agreement for Nat'l Marine Manuf. Assoc Boat Show.,
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- ~ LEASE AGREEMENT FOR THE NATIONAL MARINE MANUFACTURERS
ASSOCIATION BOAT SHOW
. This Lease Agreement made this %G~-day of ,f itt~~Q , 2010, 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 intends to enter into a lease agreement with the City of
' Miarni Beach:for space in the Miami Beach Convention Center (MBCC), from February
2, 201.1, .through. March.. 1, 201.1; February 1, 2012 through ..February 28, 2012; and
January 30, 2013, through February 26, 2013, for the .Miami 'International Boat Show
(Main: Lease); and.
WHEREAS, Lessee wishes to lease the Preferred Parking Lot, located, between
r..Convention Center Drive and Meridian Avenue, and 18th and 19th Streets, as well as .
' other City property, set, forth herein, subject to the .uses, terms and conditions 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, THER€FORE, in .consideration of the mutual covenants herein
exchanged, the parties agree as follows; ~'fy
' 1) Premises. Lessee shall have the right to use the. following City property
. for exhibit space; shuttle passenger loading zones, and additional storage, related to
the NMMA-Miami International Boat Show:
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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 parkina~spaces): All on-street metered.
parking spaces on the east side of Meridian Avenue, between 18th
Street and. 19~h Streets. This area. shall 6e used only as a bus
.drop-off pnd /or pick-up ramp.
d) Additional Storage Area (18 parking spaces): Metered spaces on
the south side. of '18 Street, east of Convention Center Drive, for
- ~ use as additional-storage.
(The real property in subsectigns {a), {b), {c), and (d) above, shall be referred to
~:callectively as the Premises).
1) Term. The term of this. Agreement shall run concurrent with the term of
the Main Lease. Notwithstanding any provision in this Agreement, in the evert that the
Mair 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
`ofi ra further force and :effect
-. 2) Schedule of Use. Pursuant to the Term provided in Paragraph 2 hereof,
Lessee shall use the Premises only on the schedule dates set forth as follows:
(a) 2011 Boat Show
February 2 -February 16 Move-in -
„ February 17 - February21 Show Days
February 22 -March 1 Move=out
{b) 2D12 Boat Show
February 1-'February 15 Move-in
- February 16 -February 20 Show Days
February 21 -February 28 Move-out
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(c} 2013 'Boat Show "
. January 30 -February 13 Move-in
February 14 -February 18 Show Days
February 19 -February 26 Move-out
3) Use.. Lessee shall use the. Premises solely for ,the NMMA -Miami
". Internatior~af Boat Show {Boat: Show}, and, more specifically, for only those uses as set .
forth in Paragraph 1 hereof. Lessee shall have. the right to install fencing at the
..perimeter of the Premises, subject to its compliance wifh 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
sha(I also comply with-all applicable, City, County, State .and Federal Laws. 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):. 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..
" ~ 4) Rental. The rental rate for the Premises shall. be $114,799 in 2011;
$11'8,243 in 2012; and $121,79Q in 2013, including applicable sales tax, per year.
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.Additionally,: Lessee agrees to be solely responsible during the Term, herein for the
'.payments of any and aIF taxes and/or assessments, including, without limitation real
estate taxes, which maybe 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. Any parking. rates contained
herein,. as may be .amended from time to time by the Mayor and Commission, shall be
applicable to the parking space rental rates contained herein. Rent'shall be paid to the
City of 'Miami.. Beach Parking Department, 1755 Meridian Avenue, Suite 200, Miami
Beach, FL, 331.39, 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 Parking Lot f886 parking spaces):
886 parking spaces X $22:50 in 2010 ($15.00 X 1.50 parking space
turnover ratio) X five (5} days: ~ $ 99,675
b) ~ Municipal_Surface Parking Lot No. 5H (26 parking spaces):
26 parking spaces X $10.00 (parking meter daily rental fee) X 28
. days: ~ $ 7,280
' c) Metered Parking Spaces {18 parking spaces:
18 ort-street parking spaces X $10.00 {parking meter daily rental
fee) X 9 days: $ 1,620
d) Additional Storage Area !18 parking spaces):
18 parking spaces X -$.10.00 (parking meter .daily rental fee) X 16
days: $ 2,$80
Sub-total,:. $111,455
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- CPI or 3°~o Adjustment:, $ 3,344
- Grand Total: $114,799
5) 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 imrnediate[y prior to, and the thirty (30)
days after, .the. Boat Show dates {as set forth in Section 3 hereof). 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,
and along the .Indian. Creek Waterway, for any boat show selling used yachts, boats
- and-vessels.. ,
- 6) -Responsibility for Clean-Up of Public Areas. Lessee shall have a neat
and .orderly operation afi 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. shalt be ,responsible for the removal. of trash, .rubbish and garbage :and, if - -
- ~ required by .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 are immediately picked up on the Premises. To assure that Lessee complies
with this provision, Lessee shall make all. areas under the Premises available for
' inspection at any time by the City Manager or`his authorized designee(s). The Lessee
shall also be responsible forfinal clean-up of Premises, and shall .return same to Lessor '
'~ in the. same~condi#ion as existing.. prior to the .Boat-Shove provided in the Term herein.
7) , Services to be Provided. by the City's Parking'Department. 1t shall- be `
` ~ the responsibiiify of the City's Parking Department to remove all signs, as needed to
accommodate the Boat S.hovv; remove all parking meters on Convention Center Drive, ,
.. as needed and bag'all parking meters, as described in Section 1 hereof,
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8) Lessor's Proposed Improvements. Lessee ackriowledges that the City
~~ is developing:a'nd implementing a seriesvof cityvvde capita! improvement. projects ,which
~~-,may- include projects on,~ or within the vicinity of, the' Premises,- and which may entail
closure of all, or a portion cif, the Premises; which closure shall,.be .determined, as
:necessary, ., at the City Manager's .sole-discretion and judgment. In the event that
Lessor `closes all; or a portion, of ,the Premises due to an .aforestated capital
., ~ improvement(s), then Lessor shall provide Lessee with six {6) months-prior-~written -
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,notice of same; and the parties agree that this..Lease, and .the parties respective
obligations ;hereunder, shall be .terminated without liability to either party,.., and .Lessee ~ .
shall have no claim, demand~or cause. of action of whatever kind or nature,. against the
' ~ ~C,ity, its officials, employees, contractors - and a Brits,
g (including, without. limitation,
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clairris forinterference in business or damages for interruption of the. operation of the ~ =
- . Boat Show). ~, ...
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. - 9). Indemnification- Lessee shall indemnify,. defend and hold the City, its
officials, employees, contractors, and agents; harmless from and against any and all
claims oi- causes of`action (irvhether .groundless- or otherwise) ~by or..on behalf of any
persoris, firm or corporation, for personal injury, property damage, or other occurring
upon ;the :Premises occasioned in whole or in part byany of the following: -
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F -' a. ~ • an act of omission on the part ofLessee or any officer, employee,.
` n ~ - ~ contractor, agent, invitee, or guest of Lessee;:.. -
-~ b; :- any misuse, neglect,. or unlawful use of the.Premises by Lessee or -
any:, officer, employee, contractor, agent, invitee, or guest of '.
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Lessee; andlor
' ~ . c. '~ any breach, violation, or,. nonperformance of any. undertaking 'by
,. ..
- Lessee under this~Agreement.
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- Lessee agrees to pay 'and shall pay -for a[i damage(s} to the Premises caused ~ by
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Lessee or•any officer, employee, agent, guest or invitee of Lessee.
10} Insurance:. Lessee shall not commence this Agreement, nor take ~ -
°;. possession of the Premises, until- all insurance. required-under this Section has been. ,
• •obta'ined` and such insurance has °been. approved by Lessor's Risk Manager. Lessee .
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- - shall maintain and carry in full force during the Term of~this Agreemenf the following
.~ insurance: . '
~. 1;. General (-lability in the amount of $1,000,000.00. A certified copy -
~' of .Lessee's Fnsurance. 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 Fnsured.
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•' ~ 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
- comrnenc:ement. •
' 3, Automobile Insurance in fhe amount of $1,000,000:D0. A certified
' ~ copy of Lessee's Insurance Policy .must be filed and approved by
,.
• -the Risk Manager prior to commencement. The. CITY OF M1AM1
BEACH, FLORIDA must be listed as an Additional Insured.
-.°' Thirty (30} days written notice- of cancellation .or substantial modification in the.
. insurance LLcoverage must b~: giveri` 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 States of Florida and approved by Lessor's Risk
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.Man'tiger.. ,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 F'Ioor;~City .
.. ,
- Hall. All insurance .policies `must be .issued by.companies authorized .to do business
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,under..the laws, of the State of Florida. The companies must `be rated no less than-"B+" ~: -
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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
equivalent, subject~ta'the approval of the CITY's Risk Manager.. Compliance wi#h-the.
. - ..
' foregoingrequirements .shall not relieve Lessee of the. liabilities and. obligations, under
'_ ~, this section;. or under any other portion of thin Agreement, and Lessor shall have the
~. ` rightryto obtain from Lessee specimen copies. of the insurance .policies in the event that
submitted .certificates of ~ insurance are inadequate to 'ascertaincompliance with
. ,required coverage.
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11) Default :end 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 t_essee fails to timely pay any of the rental amounts, as set
. ~ forth in, this Agreement;. =
- ~ c. [f ~I_essee fails to discharge or bond off' any lien filed on the
`Premises; or
' ~ - . ` ~ d. :.. if 1_essee fails to perform in accordance-with any of the other
terms-and conditions .herein contained.
,; .In he event of.default by Lessee, and~such default iS not cured within. two (2)<days after
M., ~ ; 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
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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...
' 92) Bankruptcy and Insolvency. If Lessee is adjudicated bankrupt or makes
an assignment for the benefits of creditors, the Lessor shall have the right to
immediately terminate ahis Agreement and re-enter the Premises without notice or
demand.
13) Sublease and i4ssignment. 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.
- 14) Righfis of the Cif The City reserves the right to use any of the parking
lofs 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 during the Term.
45) . Notices. All notices shall be sent to the parties of the fallowing.
addresses:
Lessor: City of Miami Beach
Parking Department
- Atfn:_Saul Frances,~Directo'r~ r
. .. ~.
- ~ .~ s ~ ~ ~ ~, 1755~•Nieridian~Avenue•~Suit n~;,~ ~ ~~~
. ~ , - .. ;, ~ e~200
a ~ Miami•Beach, FL 331'39 -
. , ..;. ~
t°
'Lessee:
NMMA Boat Shows ~-°
,"
x ~ :# Attri:Cathy Rick=Joule - ` . .~., .
;, - ;' ., ,Southern~Regional~ nager~ ~_~~,- ~ ~ a
- ~~' ` ~ ;`9050 Pines Boulevard; -Suite 305- `
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• ~ ~ ~J
. 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
4 deemed. to be served when delivered to the address of the addressee. AI! notices
served by mail. shall be registered mail, return receipt requested.. .Lessee may
designate additional persons for notification of default.
` ° 9'6) Waiver. No waiver by Lessor any time of any of the terms or conditions of
this Agreernen# shall be deemed at any time thereafter a waiver of the same or any
other term or conditions hereof: -
~~. 17) Severability If any term or provision of this Agreement or.the application
thereof to any person orfcircumstance 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 enforeeab[e for fhe fullest extent permitted by law:
~` 18) Governing Lativ/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. +
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19) Limitation of L!iabiiit .Lessor desires to enter into this Agreement only if
. ~ in doing sa 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
-Lessor for any damage action for breach of contract to be limited to a maximum amount
of $1'0,000., Accordingly, and notwithstanding. any other term or condition of this
Agreement, Lessee hereby agrees that the Lessor shall not be .liable to Lessee far
damages in an amount in excess of $10,aaa, far 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.
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tN WITNESS WHEREOF; .the parties hereto have caused this Agreement. to be
executed by their appropriate officials, as of the date firs# entered above.
A . EST:` LESSOR/C[TY OF-M AMl BEACH.
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", _ ~ ~ ~ Robert. Percher, City Clerk Matti H. Bower, Mayor
LESSEE/NATIONAL MARINE
MANUFACTU ERS ASSOCI TION
P~esid~ett ~ v ~ .
APPROVED AS TO
FORNt & LANGUAGE
~kE~('1H EXECUTION
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