MBCC Parking Lease Agreement
MIAMI BEACH CONVENTION CENTER AREA PARKING LEASE AGREEMENT
FOR THE NATIONAL MARINE MANUFACTURERS ASSOCIATION BOAT SHOW
This Lease Agreement made this 25-i1.dayof J~I ,2001, by and between the
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CITY OF MIAMI BEACH, a Florida Municipal Corporation (Lessor), whose address is 1700
Convention Center Drive, Miami Beach, Florida 33139, and NATIONAL MARINE
MANUF ACTURERS ASSOCIATION (Lessee), whose address is 400 Arthur Godfrey Road, Suite
310, Miami Beach, Florida 33140.
WITNESSETH:
WHEREAS, the Lessee has entered into an Agreement with SMG, as the City's Manager
at the Miami Beach Convention Center (MBCC), dated
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,2001, for lease
of the MBCC for specific days in February of2002; 2003; and 2004, for the Miami International
Boat Show (Main Lease), subject to the right of cancellation by the City of Miami Beach at any time
after completion ofthe 2004 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 owned lots, as set forth below; and
WHEREAS, it is the intent of the 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 as exhibit space the following outside
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areas; designated in the map attached as Exhibit I (and referred to below as (a) (b), (c), and (d),
respectively (hereinafter, collectively referred to as the Premises):
a) Preferred Parking Lot: 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. SH: Located at 19th and Meridian
A venue. This area shall be used for the purpose of storage material related
to exhibitor space.
c) Metered Parking Spaces - Meridian Avenue: All on-street metered parking
spaces on the east side of Meridian Avenue, between 18th Street and 19th
Streets. This area shall be used only as a bus drop-off and lor pick-up ramp.
d) Additional TrailerlBoat Staging Area: Municipal Parking Lot SA (west side):
located between 17th Street and Lincoln Lane North and between Drexel and
Pennsylvania A venues, including the restriction of parking at all meters
located on the south side of 17th Street between W ashington Avenue and
Pennsylvania Avenue; Lincoln Lane North (Washington Court) between 17th
Street and Lincoln Lane North (east-west corridor). This area shall be used
for the purpose of marshaling trailers immediately prior to and after the show
dates.
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 Main Lease
between the NMMA Boat Show and SMG. Notwithstanding any provisions in this Agreement, in
the event that the Main Lease is terminated, canceled, or expires, then this Lease Agreement shall
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:
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(a) 2002 Boat Show
January 24 - February 13 Move-in
February 14 - February 19 Show Days
February 20 - March 1 Move-out
(b) 2003 Boat Show
January 25 - February 12 Move-in
February 13 - February 18 Show Days
February 19 - February 28 Move-out
c) 2004 Boat Show
January 24 - February 11 Move-in
February 12 - February 17 Show Days
February 18 - February 27 Move-out
4) 1!tt. Lessee shall use the Prernises solely for the NMMA - Miami International Boat
Show (Boat Show). Lessee shall have the right to use the Premises as set forth in Paragraph 1 and
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 otherwise comply with all
applicable City, County, State and Federal Laws, as applicable. Lessor agrees to provide 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 $64,000, including applicable sales
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tax, per year, in 2002; 2003; and 2004 respectively. Lessee also agrees to pay one-half of the cost
of the City's park and ride shuttle operations. This subsidy is not to exceed $10,000 for each Boat
Show provided in the term herein. Additionally, Lessee agrees to be solely responsible during the
term herein for the payments of any and all taxes and/or assessments, particularly 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, 1130
Washington Avenue, Suite 100, Miami Beach, FL 33139, as follows: Fifty Percent (50%) oftotal
rental fee and applicable sales tax and any other taxes which may become due, by February 1 of each
successive year; and remaining balance within fifteen (15) days of the last show date each year.
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 show dates
(described herein in Section 3). The foregoing restriction shall not preclude the Lessor from leasing
or issuing a Revocable Permit during the show dates for any City-owned property, including the
City-owned out lots in the area of Collins Avenue, from 49th Street to 43rd Street, 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 Lessor shall be responsible for the removal of
trash, rubbish and garbage and if required by the Lessor, Lessee shall provide at its own expense,
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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 Premises available for examination at anytime 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 bv the City's Parkin!! 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 Paragraph I to accommodate the Boat
Show.
9) Lessor's Prouosed Imurovements. Lessee acknowledges that the City intends to
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develop and implement a series of capital improvements for the^which may enlail closure of all, or
a portion of, the Leased Premises at Lessor's sole discretion and determination. In the event that the
City closes down all, or a portion of the Premises for the purpose of undertaking the aforestated
capital project, Lessor shall provides 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 stayed during
the pendency of construction 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, serventas and employees including, but not limited to, claims for
interference in business or damages for interruption of the operation of the NMMA International
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Boat Show.
10) Indemnification. Lessee shall indemnity, 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 ofthe Premises by 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,
gnest or invitee of Lessee.
11) Insurance. Lessee shall not commence this Agreement 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 must be listed as an
Additional Insured.
2. Workers' Compensation & Employers Liability as required pursuant to
Florida Statute. A certified copy of Lessee's Insurance Policy must be filed
and approved by the Risk Manager prior to commencement. The CITY 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 must be listed as an Additional Insured.
Thirty (30) days written notice of cancellation or substantial modification in the insurance coverage
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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 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 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 three (3) days after written
notice to Lessee, the Lessor may terminate this Agreement without further notice to Lessee. Lessee
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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) Bankrupt~y 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 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 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 exercising of such rights shall be
noticed in writing to the NMMA Boat Show ninety (90) days prior to the move-in date for the 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
1130 Washington Avenue, Suite 100
Miami Beach, FL 33139
With a copy to:
City of Miami Beach
City Attorney
1700 Convention Center Drive
Miami Beach, FL 33139
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Lessee:
NMMA Boat Shows
Attn: Cathy Johnston, Southern Regional Manager
400 Arthur Godfrey Road, Suite 310
Miami Beach, FL 33140
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 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 ofthis Agreement shall be valid and be enforceable for the fullest extent permitted by law.
19) Governing LawNenue. 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 iflegal 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.
20) Limitation of Liability. Lessor desires to enter into this Agreement only ifin doing
so the Lessor can place a limit on the Lessor's liability for cause of action for money damages due
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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
ofthis Agreement, Lessee hereby agrees that the Lessor shall not be liable to Lessee for damages
in an amount in excess of $1 0,000, 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
appropriate officials, as ofthe date first entered above.
ATTEST:
LESSOR/CITY OF MIAMI BEACH
~~~
Robert Parcher, City Clerk
Neisen Kasdin, Mayor
ATTEST:
LESSEE/NATIONAL MARINE
MANUFACTURERS ASSOCIATION
Secretary
r/1I-~~/ , .
-PAls;d"'lt &L~vJ:;N. UlLL ~/d;.,r
_Cathy A. Johnston
S' . a.~~~~r ~G. Jt.hV\~11
".. AIIaIIo IIoadIJJ, Co., r.o. q 1'L/200 ,
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
F:\PING\$ALL\SAUL\COMMRESO\BSHOWOl.AGR
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