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Concession Agreement with Water Taxi Miami, Inc. cOI6-29'3 70 CONCESSION AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND WATER TAXI MIAMI, INC. FOR THE TURNKEY IMPLEMENTATION, MANAGEMENT, OPERATION (INCLUDING DOCK OPERATIONS) AND MAINTENANCE OF A WATERBORNE TRANSPORTATION SERVICES PILOT PROGRAM INDEX Contents SECTION 1.TERM. 6 SECTION 2. CONCESSION AREA 7 SECTION 3. USE(S). 7 3.1 Water Taxi Services. 7 3.1.1 Approved Use of Concession Area 7 3.1.2 Program Exclusivity 7 3.1.3 No Parking Privileges 8 3.1.4 Plan of Operation 8 3.1.4.1 Regular Operation 8 3.1.4.2 High-Impact Events .8 3.1.4.2.1 Subcontracting during High-Impact Events 8 3.1.5 Program Vessels. 9 3.1.5.1 Ownership of Program Vessels 9 3.1.6 Price Schedules 9 3.1.7 Hours of Operation and Water Taxi Destinations 10 3.1.8 City Commission Approval in Connection with Expansion of Program 10 3.1.9 Oversight. 10 3.2 City's Contribution to Program 11 SECTION 4. CONCESSION FEES. 11 4.1 Ticket Price Surcharge 11 4.2 Interest for Late Payment 11 4.3 Marketing and Advertising 11 4.3.1 Coca Cola Exclusivity 12 5.1 Maintenance of Records. 12 5.2 Quarterly Report of Gross Receipt. 12 5.3 Quarterly Performance Meeting. 12 5.4 Reporting Requirements. 13 SECTION 6. INSPECTION AND AUDIT. 13 SECTION 7.TAXES,ASSESSMENTS, LICENSES 13 7.2 Procedure If Ad Valorem Taxes Assessed. 14 2 7.3 Licenses. 14 SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS 14 8.1 Concessionaire's Employees. 14 8.2 City Manager's designee. 15 SECTION 9. IMPROVEMENTS MAINTENANCE REPAIR and OPERATION 15 9.1 Improvements. 15 9.2 Maintenance/Repair 15 9.3 Orderly Operation 16 9.4 No Dangerous Materials 16 9.5 Security 17 9.6 Inspection 17 SECTION 10. INSURANCE 17 SECTION 11. INDEMNITY. 20 SECTION 12. FORCE MAJEURE 21 12.2 Labor Dispute. 21 12.3 Waiver of Loss from Hazards 21 SECTION 13. DEFAULT AND TERMINATION 22 13.1 Bankruptcy 22 13.2 Default in Payment 22 13.3 Non-monetary Default 22 13.5 City's Remedies for Concessionaire's Default 23 13.7 Surrender of Concession Area/Removal by Concessionaire of Equipment 23 13.8 Substitute Performance 24 13.9 Termination for Convenience of the City 24 13.10 City Manager Emergency Powers 24 SECTION 14. PERFORMANCE BOND OR ALTERNATE SECURITY.(Intentionally Omitted) 25 SECTION 15.ASSIGNMENT. 25 SECTION 16.SPONSORSHIPS. 25 SECTION 17. NO IMPROPER USE. 26 SECTION 18. NOTICES. 26 SECTION 19. LAWS 27 3 19.1 Compliance 27 19.2 Governing Law 27 19.3 Equal Employment Opportunity 27 19.4 No Discrimination 27 19.5 Florida Public Records Law 28 SECTION 20. MISCELLANEOUS. 29 20.1 No Partnership 29 20.2 Modifications 30 20.3 Complete Agreement 30 20.4 Headings 30 20.5 Binding Effect 30 20.6 Clauses 30 20.7 Severability 30 20.8 Right of Entry 30 20.9 Not a Lease 31 20.10 Signage 31 20.11 Procedure for Approvals and/or Consents 31 20.12 No Waiver 31 20.13 No Third Party Beneficiary. 32 20.14 No Lien 32 SECTION 21. LIMITATION OF LIABILITY. 32 SECTION 22.VENUE/WAIVER OF JURY TRIAL 32 Exhibit 1.Concession Area 35 Exhibit 2.Concept Plan for Vessels 36 Exhibit 3. Fares for Water Taxi Services 37 Exhibit 4. Plan of Operation 38 4 November30th,2016 WHEREAS, at the July 23, 2014 City Commission meeting, the City Commission rejected the NCAC's recommendations from the April 30, 2014 NCAC meeting and directed the City Administration to prepare an Invitation to Negotiate (ITN) seeking proposals from qualified firms interested in providing the City with water taxi services as an alternative mode of transportation; and WHEREAS, on November 19, 2014, the Mayor and City Commission accepted the recommendation of the City Manager Pertaining to the ranking of firms, pursuant to Invitation to Negotiate (ITN) No. 2014-326-JR for Public Waterborne Transportation Services Concession in the City; and authorized the Administration to negotiate an agreement with the sole joint proposers, Water Taxi Miami, Inc. and Sightseeing Tours Management, Inc. d/b/a Island Queen Cruises; and further directed the Administration to present the final negotiated terms to the City Commission before executing an agreement; and WHEREAS, on April 13, 2016, the Mayor and City Commission adopted Resolution No. 2016-29370, accepting the recommendation of the Neighborhood and Community Affairs Committee and authorizing the Administration to negotiate an agreement with Water Taxi Miami, Inc. for a one year pilot program for water taxi services pursuant to the ITN; and WHEREAS, accordingly, the City and Concessionaire have negotiated the following Agreement for the turnkey, implementation, management, operation (including dock operations), and maintenance of a public waterborne transportation (water taxi) services pilot program from the Purdy Avenue Dock (as defined in Subsection 2.1 herein) located at the Maurice Gibb Memorial Park (the "Program"). NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, it is agreed by the parties hereto as follows: The City hereby grants to the Concessionaire, and the Concessionaire hereby accepts from the City, the right to operate the Program (as further described herein) within the Concession Area (as defined herein), in conformance with the purposes and for the period stated herein and subject to all the terms and conditions herein contained and set forth. The above recitals are true and correct and are incorporated as part of this Agreement. SECTION 1. TERM. 1.1 The term of this Agreement shall have an initial one (1) year term (the "Term"), commencing on November 30, 2016 ("Commencement Date"). 1.2 For purposes of this Agreement, a "Contract Year" shall be defined as that certain 365 day period commencing on the Commencement Date. 1.3 Upon the written request of Concessionaire at least sixty (60) days prior to the expiration of the initial one-year Term, the City Commission, at its sole and reasonable judgment and discretion, may extend the Term of the Agreement for two (2) additional years. 6 SECTION 2. CONCESSION AREA. The City hereby grants to the Concessionaire the right, during the Term of this Agreement, to operate the Program, as described herein, upon the Concession Area defined in Subsection 2.1 and identified in Exhibit 1 to this Agreement (hereinafter, the "Concession Area"): 2.1 Concession Area. The Concession Area shall be located at the Maurice Gibb Memorial Park (the "Park"), and specifically at the south side of the northern most dock of the Barry Kutun Boat Ramp (the "Purdy Avenue Dock"), as more particularly depicted in Exhibit 1 hereto, and may also include any adjacent or surrounding area where Concessionaire is permitted to install a ticket booth or other related equipment necessary for the operation of the Program (the "Concession Area Improvements"). Any Concession Area Improvements shall require the prior written approval of the City Manager, which approval, if provided at all, shall be at the City Manager's sole and absolute discretion, and Exhibit 1 shall be amended to incorporate the approved Concession Area Improvements. Concessionaire shall not install or operate any Program sites, nor identify additional or alternate locations for same (other than as identified in Exhibit 1), without the prior written approval of the City Manager, which, if provided at all, shall be at the City Manager's sole and absolute discretion. SECTION 3. USE(S). The Concessionaire is hereby authorized to conduct the following kind(s) of businesses and provide the following kind(s) of services related to the operation of the Program within the Concession Area, all at its sole cost and expense: 3.1 Water Taxi Services. 3.1.1 Approved Use of Concession Area. The Concession Area shall be used by Concessionaire on a non-exclusive basis, and solely and exclusively for the loading and unloading of passengers and sale of tickets at a booth in connection with the Program and for no other use. In the event that Concessionaire uses the Concession Area for any purpose (s) and/or uses not expressly permitted in this subsection, such use shall be considered a default under the Agreement, and the City shall be entitled to all remedies including termination of this Agreement, as set forth in Subsection 13.5. In addition, notwithstanding any other terms of this Agreement, the City shall be entitled to seek immediate relief, whether at law or equity, to restrain such improper use. 3.1.2 Program Exclusivity. During the Term of this Agreement, Concessionaire shall be the exclusive operator for the Program, and, provided Concessionaire is in good standing and free from default under the terms of this Agreement, the City will not contract with any other operator for the provision of a public water taxi service from the Purdy Avenue Dock. Notwithstanding the foregoing, the City shall not be prevented from authorizing the commercial use of the Park, including the Purdy Avenue Dock, to other parties in 7 connection with other types of water borne activities or services, including, without limitation, boat tour operators, jet ski operators, paddle boat operators, or any other commercial activity which the City, in its sole option and discretion, may authorize. Moreover, the public's right to use the Park, including the Purdy Avenue Dock, for non- commercial purposes is primary to the privileges which the City has granted Concessionaire under this Agreement; therefore, the Program exclusivity language contained in this subsection shall not be construed as limiting, in any way, the public's right to use of the Park, including the Purdy Avenue Dock, for non-commercial purposes. Finally, the exclusivity granted under the terms of this subsection shall be related solely to the Purdy Avenue Dock, and shall not prevent and/or prohibit the City from contracting for and/or operating a water taxi service in other locations in the City. 3.1.3 No Parking Privileges No parking privileges shall be provided to Concessionaire, Concessionaire's employees, or passengers of the Program Vessel in connection with this Agreement or the Program. 3.1.4 Plan of Operation 3.1.4.1 Regular Operation. Concessionaire agrees to commence regular water taxi services no later than December 30, 2016. Concessionaire acknowledges that the Program is secondary to the public's use of the Park or any of the Park facilities, including, without limitation any docks, boat ramps, parking facilities or office spaces, and shall ensure that the Park and its facilities are accessible and their use not negatively impacted by the Program. To that end, prior to commencing operations, the Concessionaire shall provide the City Manager or City Manager's designee with an initial Plan of Operation for regular water taxi operations, establishing a minimum level of operation for the Program, including, without limitation, establishing the routes and hours of operation for the Program, which Plan of Operation shall be subject to approval by the City Manager or City Manager's designee. Additionally, in order to ensure the orderly operation of the Program, the City Manager may modify the Plan of Operation as deemed necessary, by the City Manager, in the City Manager's sole discretion. The Plan of Operation, as may be amended from time to time by the City Manager, shall be attached to the Agreement as Exhibit 4. 3.1.4.2 High Impact Events. During high impact events in the City (e.g., hotel events, conventions, Art Basel, Miami Beach Wine and Food Festival, and other similar events), Concessionaire shall secure the written approval of the City Manager or City Manager's designee of the High Impact Event Plan of Operation, containing, at minimum, the requirements set forth in the Plan of Operation for regular water taxi operations, and shall be executed by the parties.. 3.1.4.2.1 Subcontracting during High-Impact Events. Additionally, and exclusively during high-impact events, Concessionaire may be permitted to sub-contract a portion of the services under this Agreement, as may be approved by the City Manager, in writing, in the City Manager's sole discretion, which approval, if granted at all, may be conditioned upon Concessionaire providing the City with evidence that the subcontractor meets the contractual requirements 8 contained herein, such as, without limitation, the insurance requirements set forth in Section 10. Concessionaire shall be liable for its services, responsibilities and liabilities under this Agreement and the costs, services, responsibilities and liabilities of any sub-contractors (if any), and any other person or entity acting under the direction or control of Concessionaire (if any). In this regard, Concessionaire must furnish the City with all information relating to the sub-contractors which is requested by the City. When the term "Concessionaire" is used in this Agreement, it shall be deemed to include any sub-contractors (if any) and/or any other person or entity acting under the direction or control of Concessionaire (if any). All sub-contractors (if any) must be disclosed in writing to the City prior to their engagement by Concessionaire. 3.1.5 Program Vessels. The City hereby approves of Concessionaire's concept plan design as to the type of vessel, which plan is attached as Exhibit 2 hereto (the "Program Vessel(s)"), which Program Vessel shall have a minimum capacity of thirty-eight (38) passengers. Any amendments to Exhibits 2, without limitation, as to type of Program Vessel, must be approved, in writing, by the City Manager prior to such changes being implemented, and Exhibit 2 shall be amended accordingly. Additionally, additional types of Program Vessels may be approved by the City Manager pursuant to a High-Impact Event Plan of Operation. Notwithstanding the above, the City and Concessionaire hereby acknowledge and agree that the City's approval in this subsection, as to the type of Program Vessel is given by the City solely in its proprietary, and not in its regulatory, capacity. Notwithstanding such approval, in the City's proprietary capacity, Concessionaire agrees to secure, at its sole cost and expense, all required approvals from all governmental authorities having jurisdiction over the Program, in connection with the operation of the Program. 3.1.5.1 Ownership of Program Vessels. The Program Vessels shall be the sole and exclusive property of Concessionaire during the Term of this Agreement. Notwithstanding the foregoing, subject to the prior written approval of the City Manager, Concessionaire may lease or subcontract for the use of additional Program Vessels in connection with providing water taxi services pursuant to this Agreement. Said approval, if provided at all, shall be contingent upon Concessionaire providing the City with evidence that the vessels are in compliance with the requirements of this Agreement, including, without limitation, the insurance requirements set forth in Section 10. 3.1.6 Price Schedules. Concessionaire shall provide water taxi services in the Concession Area on a pay per use and subscription basis. Concessionaire agrees that prices charged for water taxi services and membership subscriptions at all of the Destinations in the City's Route will be consistent with the price schedule(s) (herein submitted by the Concessionaire and approved by the City) in Exhibit 3 hereto. All subsequent price schedule changes must be approved, in writing, by the City Manager. The City shall have the final right of 9 approval for all such price schedules, including requested price changes contained therein. Notwithstanding the foregoing, Concessionaire may offer promotions for reduced fares, at Concessionaire's sole discretion, so long as Concessionaire extends the promotions to all the riders in a given category, at all of the Destinations in the City's Route, so that the promotional fares are uniformly applied in the given category of riders throughout all of the Destinations in the City's Route, e.g. if Concessionaire is offering City of Miami residents a fare of $2.00 for a one way trip, Concessionaire shall offer City of Miami Beach residents the lower fare, instead of the established one-way fare of$10.00. 3.1.7 Hours of Operation and Water Taxi Destinations. A. All Concession Areas and operations thereon shall be open to the public, weather or events of force majeure permitting, at a minimum, during the hours and days of the week set forth in Exhibit 4 hereto for regular operations. Any change with respect to the hours of operation shall require the written approval of the City Manager, prior to implementing the new hours, and Exhibit 4 shall be amended accordingly. B. The destinations ("Destinations") which will be included in the Program as part of the City's route ("Route") are described in Exhibit 4 hereto, and any changes to the approved Destinations and Route will require the prior written approval of the City Manager (or of the City Commission if the change constitutes an Expansion of the Program as defined in subsection 3.1.8), prior to implementing the said changes, and Exhibit 4 shall be amended accordingly. C. For public safety considerations, during emergency situations, including, without limitation, a threatened tropical storm or hurricane, the City Manager may immediately suspend service or adjust the hours of operation. D. For public safety considerations, during emergency situations, including, without limitation, a threatened tropical storm or hurricane, Concessionaire may immediately suspend service or adjust hours of operation and notify the City Manager or designee in writing of the suspension or temporary schedule adjustment as soon as reasonably possible. 3.1.8 City Commission Approval in Connection with Expansion of the Program. Notwithstanding anything to the contrary contained in this Agreement, any expansion of the Program exceeding the approved Plan of Operation (excluding high impact events, which typically increase the demand for water taxi services), must be preapproved by the City Commission prior to implementing said expansion. Expansion of the Program shall mean an increase in the number of destinations or days of operation from the approved Plan of Operation set forth in Exhibit 4 hereto. 3.1.9 Oversight. Concessionaire shall hire an employee, who will be stationed at or near the Concession Area, whose responsibility will be to provide on-site monitoring of the Program including the Concession Area. 10 3.2 City's Contribution to Program. The City agrees to also provide Concessionaire with the following non-monetary assistance for the Program: A. link for Program on City's website; B. inclusion in Miami Beach Magazine (PSA's, Editorials and/or other placements). Concessionaire shall provide camera-ready artwork, which artwork shall be subject to the approval of the City Manager; C. inclusion in bi-weekly e-blast during the Term; D. public service announcements on Channel 77 for the first six (6) months following the Commencement Date, to announce Program implementation, and thereafter, on at least a quarterly basis throughout the Term; and E. At the City Manager's sole discretion, the City may include the Program in additional public announcements or advertisements. SECTION 4. CONCESSION FEES. 4.1 Ticket Price Surcharge: During the Term, Concessionaire shall pay the City, on a quarterly basis, and within thirty (30) days following the end of each calendar month, the following surcharge per ticket sold during the previous month at the Purdy Avenue Dock, in connection with the Program. As referenced in this Agreement, quarterly shall refer to the quarter ending on March 31, June 30, September 30, and December 31. Price Range Per ticket sold Surcharge due per ticket sold $1.00 to $14.99 $0.75 $15.00 to $29.99 $1.00 $30.00 and up $2.00 4.2 Interest for Late Payment. Any payment which Concessionaire is required to make to City which is not paid on or before the respective date provided for in this Agreement shall be subject to interest at the rate of eighteen percent (18%) per annum, or the maximum interest allowable pursuant to Florida law, whichever is less, from the due date of payment until such time as payment is actually received by the City. 4.3 Marketing and Advertising. As of the Effective Date, the City Code does not allow advertising to be placed on the Program Vessels or anywhere on the Concession Area. Advertising on the Program Vessels or Concession Area shall be prohibited. Signage at the Concession Area may be allowed subject to the prior written approval of the City, in the City's proprietary capacity, which approval shall be provided by the City Manager, in the City Manager's sole discretion. Notwithstanding the City's approval, in its proprietary capacity, Concessionaire shall be responsible for securing all requisite governmental approvals. Any and all marketing campaigns and marketing materials shall be subject to the prior written approval of the City Manager or his designee. ADDITIONALLY, THE CONTENT OF ANY APPROVED PROMOTIONAL MATERIALS SHALL NOT INCLUDE FIREARMS; ALCOHOL OR TOBACCO PRODUCTS; SEXUAL PRODUCTS; OR POLITICAL CANDIDATES OR POLITICAL ISSUES; OR PROMOTE UNLAWFUL OR ILLEGAL GOODS, SERVICES OR ACTIVITIES; OR CONTAIN IMAGES OR 11 INFORMATION THAT DISCRIMINATES AN INDIVIDUAL OR GROUP OF INDIVIDUALS ON THE BASIS OF RACE, COLOR, NATIONAL ORIGIN, RELIGION, SEX, INTERSEXUALITY, SEXUAL ORIENTATION, GENDER IDENTITY, FAMILIAL AND MARITAL STATUS, AGE, ANCESTRY, HEIGHT, WEIGHT, DOMESTIC PARTNER STATUS, LABOR ORGANIZATION MEMBERSHIP, FAMILIAL SITUATION, POLITICAL AFFILIATION, OR DISABILITY. 4.3.1 Coca Cola Exclusivity. FURTHER, CONCESSIONAIRE AGREES NOT TO DISPLAY ANY PROMOTIONAL MATERIALS CONTAINING NON-ALCOHOLIC BRANDS THAT ARE COMPETITIVE TO COCA-COLA SO LONG AS THE CITY'S EXCLUSIVE NON-ALCOHOLIC BEVERAGE PARTNERSHIP WITH COCA-COLA IS VALID AND IN FORCE. SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS AND REPORTS. 5.1 Maintenance of Records. Concessionaire shall maintain current, accurate, and complete financial records (on an accrual basis) related to its operations herein. Systems and procedures used to maintain these records shall include a system of internal controls and all accounting records shall be maintained in accordance with generally accepted accounting principles and shall be open to inspection and audit by the City Manager or his designee, upon reasonable prior notice, whether verbal or written, and during normal business hours. Such records and accounts shall include, at a minimum, a breakdown of gross receipts, expenses, and profit and loss statements. In the event Concessionaire accepts cash as a form of payment, it shall maintain accurate receipt-printing cash registers or the like which will record and show the payment for every sale made or service provided in the Concession Areas; and such other records shall be maintained as would be required by an independent certified public accountant in order to audit a statement of annual gross receipts and profit and loss statement pursuant to generally accepted accounting principles. 5.2 Quarterly Report of Gross Receipt. A quarterly report of gross receipts, Certified to be accurate by Concessionaire, must be submitted to the City, through the City Manager's designee, to be received no later than thirty (30) days after the close of each quarter throughout the Term. The quarterly report of gross receipts shall include the number of tickets sold at the Purdy Avenue Dock, including the cost per ticket, in a form which is acceptable to the City Manager's designee, and any other reports which may be required under this Agreement. Additionally, upon the request of the City Manager or designee, Concessionaire shall submit a quarterly (or at such greater intervals, i.e. semi-annually or annually, as requested by the City) a maintenance report reflecting routine maintenance performed on the Program Vessels. 5.3 Quarterly Performance Meeting. It is Concessionaire's intent to stay informed of comments and suggestions by the City regarding Concessionaire's performance under the Agreement. Within thirty (30) days after the end of each quarter of the Term, Concessionaire shall meet with the City 12 Manager or his designee to review Concessionaire's performance under the Agreement and the Program. At the meeting, Concessionaire and City may discuss quality, operational, maintenance and any other issues regarding Concessionaire's performance under the Agreement and the Program. 5.4 Reporting Requirements. A. Quarterly Reports. Concessionaire shall maintain a daily log of the following information for Purdy Avenue Dock: the schedule; the number of tickets sold; the cost per ticket sold; and the category of the rider, e.g. a Miami Beach Resident, a person in the Military or veteran (collectively referred to herein as "Ridership and Revenue Information"). On a quarterly basis, within thirty (30) days from the end of each quarter, Concessionaire shall provide the City with a report containing the ridership for the Purdy Avenue Dock and confirmation of all marketing efforts in which Concessionaire has engaged to promote the Program, all in a form acceptable to the City Manager's designee. B. Educational Materials. As part of its documentation for new members in the Program and for any users of this Program, Concessionaire agrees to provide the following educational materials, which will be provided by the City to Concessionaire: 1. Destination stops for the Program; 2. Routes for the City trolley system; 3. Locations of the City parking lots and garages; 4. Public bus stop routes within the City (to be provided by the City); and 5. Any other materials as may be requested by the City. SECTION 6. INSPECTION AND AUDIT. Concessionaire shall maintain its financial records pertaining to its operations at the Purdy Avenue Dock throughout the Term of the Agreement and for a period of three (3) years after the expiration or other termination of this Agreement, and such records shall be open and available to the City Manager or his designee, as deemed necessary by them. Concessionaire shall maintain all such records at its principal office, currently located at 244 Biscayne Boulevard, No. 2708-N, Miami, Florida 33132, or, if moved to another location, all such records shall be relocated, at Concessionaire's expense, to a location in Miami Beach, within ten (10) days' notice (written or verbal) from the City. The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five (5%) percent or more in Concessionaire's statement of gross receipts for any year or years audited, in which case Concessionaire shall pay to the City, within thirty (30) days of the audit being deemed final by the City, the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest. These audits are in addition to periodic audits by the City of Resort Tax collections and payments, which are performed separately. Nothing contained within this section shall preclude the City's audit rights for Resort Tax collection purposes. SECTION 7. TAXES, ASSESSMENTS, LICENSES. 7.1 Concessionaire agrees and shall pay before delinquency all taxes (including but not limited to Resort Taxes) and assessments of any kind levied or assessed upon a 13 Concession Area or the Concession Areas, and/or on Concessionaire by reason of this Agreement, or by reason of Concessionaire's business and/or operations within a Concession Area or Areas. Concessionaire will have the right, at its own expense, to contest the amount or validity, in whole or in part, of any tax by appropriate proceedings diligently conducted in good faith. Concessionaire may refrain from paying a tax to the extent it is contesting the imposition of same in a manner that is in accordance with law. However, if, as a result of such contest, additional delinquency charges become due, Concessionaire shall be responsible for such delinquency charges, in addition to payment of the contested tax, if so ordered. 7.2 Procedure If Ad Valorem Taxes Assessed. If ad valorem taxes are assessed against the Concession Area (or any portion thereof) by reason of Concessionaire's business and/or operations thereon, Concessionaire shall be solely responsible for prompt and timely payment of same. 7.3 Licenses. Concessionaire shall also be solely responsible (at its sole cost and expense) for obtaining and maintaining current any applicable licenses or permits, as required for the operations contemplated in this Agreement including, without limitation, any occupational licenses required by law for the proposed uses contemplated in Section 3; the U.S. Coast Guard licenses for captains and the Certificates of Inspection for the vessels; the State of Florida license; the Department of Environmental Resources Management (DERM) Marine Operational Permit, and any applicable City licenses. SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS. 8.1 Concessionaire's Employees. 8.1.1 Concessionaire shall select, train and employ such number of employees or contractors as is necessary or appropriate for Concessionaire to satisfy its responsibilities hereunder. Concessionaire shall have the sole authority to hire, terminate and discipline any and all personnel employed by Concessionaire. 8.1.2 Concessionaire shall designate a competent full-time employee to oversee the day-to-day operations, and who shall act as the contract administrator for the Program and serve as Concessionaire's primary point-person with the City. This individual shall have the requisite amount of experience in operating, managing, and maintaining the Program as contemplated herein. The employee shall be accessible to the City Manager or his designee at all times during normal business hours to discuss the management, operation and maintenance of the Program, and during non-business hours in the event of emergency. Consistent failure by the employee to be accessible shall be reported to Concessionaire's principal(s), and if not rectified, shall be grounds for replacement of the employee. Concessionaire's employees and/or contractors shall wear identification badges and uniforms approved by the City Manager or his designee, during all hours of operation when such employee or contractor is acting within the scope of such employment or such contractor relationship. All employees and/or contractors shall observe all the graces of personal grooming. The Concessionaire shall hire people to work in its operation who are neat, clean, well groomed, and who shall comport themselves in a professional and courteous manner. The Concessionaire and any persons hired or otherwise retained by Concessionaire, shall never have been convicted of a felony. 14 8.2 City Manager's designee. Except for those responsibilities expressly set forth in this Agreement for, respectively, the City Commission and/or the City Manager, the City Manager's designee for this Agreement shall serve as the City's day to day representative and point person for Concessionaire with respect to the Agreement. The City Manager's designee shall be the City's Department of Transportation Operations Supervisor or Department of Transportation Director. SECTION 9. IMPROVEMENTS MAINTENANCE REPAIR and OPERATION The Concessionaire accepts the use of any and all Concession Areas provided in this Agreement "AS IS," "WHERE IS," and "WITH ALL FAULTS," existing as of the Effective Date. 9.1 Improvements. Concessionaire shall not install any improvements in the Concession Area without the City Manager's written approval, which approval, if provided at all, shall be at the City Manager's sole discretion. Concessionaire shall be solely responsible (including cost) and shall pay for the design, fabrication, construction, and installation of any and all approved Concession Area Improvements (as approved pursuant to Subsection 2.1), which may be required to operate the Program. 9.2 Maintenance/Repair. The Concessionaire shall maintain, at its sole cost and expense, the Concession Area Improvements within the Concession Area and any equipment thereon (as required to operate the Program), as well as the Program Vessels. The City shall maintain the Purdy Avenue Dock to address normal wear and tear of the dock; however, Concessionaire shall be responsible for reimbursing the City for any costs related to the maintenance and repair cost related to the operation of the Program at the Purdy Avenue Dock, including any damage which may be caused by the Concessionaire, its employees, contractors, agents or invitees. Any such maintenance and repairs shall be performed by the City, as deemed appropriate by the City Manager, in the City Manager's sole discretion, and Concessionaire shall reimburse the City within ten (10) days after rendition of a bill or statement. Concessionaire shall be solely responsible for the day to day operation, and shall maintain any equipment on the Concession Area and all Program Vessels in good working order and condition. Concessionaire shall keep the Program Vessels free of graffiti. No repairs to the Program Vessels may be made on-site. Any Program Vessel needing maintenance shall be removed from circulation and serviced at Concessionaire's repair center. Program Vessels cannot be stored at the Purdy Avenue Dock. All damage of any kind to the Concession Area Improvement or the Program Vessels shall be the sole obligation of Concessionaire, and shall be repaired, restored or replaced promptly by Concessionaire, at its sole cost and expense, to the reasonable satisfaction of the City Manager or his designee. In the event any Program Vessel is damaged or non-operational for any reason, Concessionaire shall replace the non- operational Program Vessel within two (2) hours so that the Program is fully operational 15 no later than two (2) hours from the time Concessionaire first becomes aware (or should be aware) that the Program Vessel is not operational. All of the aforesaid repairs, restorations and replacements shall be in quality and class equal to or better than the original work (or equipment) and shall be done in good and workmanlike manner. If Concessionaire fails to make such repairs, restorations and/or replacements to the Concession Area Improvements or the Program Vessels, the same may be made by the City, at the City's sole option and discretion; however, the City shall not have an obligation to do so. Concessionaire shall be responsible for any costs associated therewith, and shall reimburse the City within ten (10) days after rendition of a bill or statement. It shall be Concessionaire's sole obligation to ensure that any renovations, repairs and/or improvements made by Concessionaire to the Concession Area Improvements or Program Vessels complies with all applicable building codes and life safety codes of governmental authorities having jurisdiction. Concessionaire agrees, also at its sole cost and expense, to pay for all garbage disposal generated by its operations. 9.3 Orderly Operation. The Concessionaire shall have a neat and orderly operation at all times and shall be solely responsible for the necessary housekeeping services to properly maintain the Concession Area, including any equipment thereon, and the Program Vessels. The Concessionaire shall make available for examination by the City, at any time requested by the City Manager or his designee, the Concession Area Improvements or any Program Vessel. 9.4 No Dangerous Materials. The Concessionaire agrees not to use or permit the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida, on or within any of the Concession Areas, or on any City property and/or right of way. Concessionaire shall indemnify and hold City harmless from any loss, damage, cost, or expense of the City, including, without limitation, reasonable attorney's fees, incurred as a result of, arising from, or connected with the placement by Concessionaire of any "hazardous substance" or "petroleum products" on, under, in or upon the Concession Areas as those terms are defined by applicable Federal and State Statute, or any environmental rules and environmental regulations promulgated thereunder; provided, however, Concessionaire shall have no liability in the event of the willful misconduct or gross negligence of the City, its agents, servants or employees. The provisions of this Subsection 9.4 shall survive the termination or earlier expiration of this Agreement. 16 9.5 Security. The Concessionaire shall be responsible, at its sole option, to employ or provide reasonable security measures, as it may deem necessary to protect the Concession Area and any equipment thereon. Under no circumstances shall the City be responsible for any stolen or damaged equipment, nor shall City be responsible for any stolen or damaged personal property of Concessionaire's employees, contractors, agents, patrons, guests, invitees, and/or other third parties. Concessionaire shall not employ any recorded video surveillance without the prior written approval of the City Manager. 9.6 Inspection. The Concessionaire agrees that any Concession Area (including, without limitation, any equipment thereon) and any Program Vessel may be inspected at any time by the City Manager or his designee, or by any other municipal, County, State officer, or officers of any other agency(ies) having responsibility and/or jurisdiction for inspections of such operations. The Concessionaire hereby waives all claims against the City for compensation for loss or damage sustained by reason of any interference with the concession operation as a result of inspection by any public agency(ies) or officials, (including, without limitation, by reason of any such public agency or official in enforcing any laws, ordinances, or regulations as a result thereof). Any such interference shall not relieve the Concessionaire from any obligation hereunder. SECTION 10. INSURANCE. 10.1 Without limiting its liability under this Agreement, Concessionaire shall, at all times during the Term of this Agreement, procure and maintain, at its sole expense (and Concessionaire shall require its Concessionaire, subcontractors, laborers, materialmen and suppliers to provide, as applicable), insurance of the types and in the minimum amounts stated below, and provide a certificate with applicable endorsements on a form that is acceptable to the City's Division of Insurance and Risk Management evidencing the following required coverages to the City (including coverage of all Program Vessels which shall be used by Concessionaire to operate the Program): Schedule Limits Worker's Compensation/Employers Liability Worker's Compensation Florida Statutory Coverage This insurance shall cover the Concessionaire (and to the extent its subcontractors and sub-contractors are not otherwise insured, its subcontractors and sub-contractors) for those sources of liability which would be covered by the latest edition of the standard Workers' Compensation policy, as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage is to be included for the Federal Employers' Liability Act, 17 USL&H and Jones Act, to extent coverage is not provided by the Protection and Indemnity policy and any other applicable federal or state law. Hull Coverage: Coverage for direct damage to vessels written on American Institute Hull clauses form, specifically including "Running Down clauses," "Agreed Valuation clauses," and Amount of insurance based on value of vessels. The policy shall cover collision liability on a primary basis. Protection and Indemnity Coverage: Form "SP 23" Coverage for water taxi operations of the watercraft, as included in "SP23" for damage to any harbor, graving, piers, bumpers, etc.; including, but not limited to, Crew to the extent coverage is not provided by the Worker's Compensation policy, Passenger and Coverage for property and liability from land while loading and unloading the Ferry or Water Taxi and on-board during navigation along with Cargo Legal Liability, Dock Liability, Excess Collision over insured hull limit. (Coverage shall include Premises, Pollution Exclusion Buyback Endorsement A, Personal Effects, Medical Payments, Voluntary Wreck Removal, and Pollution Buyback). $1,000,000 coverage required. Vessel Pollution Liability (Occ. Form) Including clean-up cost $20,000 Anyone Scheduled Vessel, any One incident for IOA 90, CERCLA, Spill Management, Firefighting and Salvage and Defense Cost including damage to Property Ashore. Including Water Quality Insurance Syndicate or similar form Per Statutory coverage and limits). Coverage for third party liability for land based operations to the public and connection with the taxi operation, specifically including Occurrence form, Bodily Injury, Property Damage, Products & Completed Operations, Medical Payments, Personal Injury, Contractual Liability, Ship Repair Liability. Such insurance shall be no more restrictive than that provided by the most recent version of the standard Commercial General Liability Form (ISO Form CG 00 01) as filed for use in the State of Florida without any restrictive endorsements other than those approved by the City's Office of Insurance and Risk Management. $1,000,000/$2,0000,000 General Aggregate $1,000,000 Each Occurrence $ 50,000 Fire Damage $ 5,000 Medical Expenses Bumpershoot Liability 1 000 000 Per Occurrence and Aggregate p h/ $$1,000,000 (The Bumpershoot Liability policy shall be in excess of the Employer's Liability, Commercial General Liability, Automobile Liability, Personal & Indemnity and Pollution Liability limits without any gap. The Bumpershoot coverage will follow from the 18 underlying coverages and provide on an Occurrence basis all coverages listed above.) A. Waiver of Subrogation. All insurance shall be endorsed to provide for a waiver of underwriter's rights of subrogation in favor of the City of Miami Beach and the City's members, officials, officers and employees. B. Additional Insured: All Insurance except Worker's Compensation and Professional Liability Shall be endorsed to name the City of Miami Beach and City's members, officials, officers, and employees. Additional Liability shall be in a form no more restrictive than CG2010 and Automobile Liability CA2048; endorsements will be provided to, reviewed and approved by the City's Division of Insurance and Risk Management prior to commencement of work. C. The Operator's Insurance Primary. The insurance provided by the Operator for shall apply on a primary basis to, and shall not require contribution from, any other insurance or self-insurance maintained by the City or City member, official, officer and employee. D. Deductible or self-insured retention. Except as authorized in this Contract, the insurance maintained by the Operator shall apply on a first dollar basis without application of a self-insurance, deductible, or self-insured retention. Except as authorized specifically in this Contract, no self-insurance, deductible, or self-insured retention for any required insurance, the Operator shall be responsible for paying on behalf of the City (and any other person or organization Operator has, in this Contract, agreed to include as an insured for the required insurance) any self- insurance, deductible, or self-insured retention allowed under this paragraph. The City will not be responsible for any self-insurance, deductibles or self-insured retentions under this Contract. E. Operator's Insurance Additional Remedy. Compliance with the insurance requirements of this Contract shall not limit the liability of the Operator or its Subcontractors or Sub- subcontractors, employees or agent to the City or others. Any remedy provided to City or City's members, officials or employees shall be in addition to and not in lieu of any other remedy available under this Contract or otherwise. F. No Waiver by the City Approval/Disapproval. Neither approval by the City nor failure to disapprove the insurance furnished by Operator shall relieve Operator of Operator's full responsibility to provide insurance as required under this Contract. G. Each policy shall be written by an insurer holding a current certificate of authority pursuant to chapter 624, Florida Statues or accompany that is declared as an approved Surplus Lines carrier under Chapter 626 Florida Statutes. Such insurance shall be endorsed to provide for a waiver of underwriter's rights of subrogation in favor of the City. Such Insurance shall be written by an insurer with an A.M. Best Rating of A-VII or better. Prior to commencing any Services, Certificates of Insurance approved by the City's Division of Insurance & Risk Management demonstrating the maintenance of said insurance shall be furnished to City. The Operator shall provide an endorsement issued by the insurer to provide the City thirty (30) days prior written notice of any change in the above insurance coverage limits or cancellation, 19 including expiration or non-renewal. In the event the Operator is unable to obtain such endorsement, the Operator agrees to provide the City the notice directly. Until such time as the insurance is no longer required to be maintained by the Operator, Operator shall provide the City with renewal or replacement evidence of insurance with the above minimum requirements no less than 30 days before the expiration or termination of the insurance for which previous evidence of insurance has been provided. H. Notwithstanding the prior submission of a Certificate of Insurance, copies of endorsements, or other evidence initially acceptable to City's Division of Insurance and Risk Management, if requested to do so by the City, the Operator shall, within thirty (30) days after receipt of a written request from the City, provide the City with a certified, complete copy of the policies of insurance providing the coverage required herein. I. Anything to the contrary notwithstanding, the liabilities of the Operator under this Contract shall survive and not be terminated, reduced or otherwise limited by any expiration or termination of insurance coverage. Neither approval of, nor failure to disapprove, insurance furnished by the Operator shall relieve the Operator or its sub- contractors or sub- subcontractors from responsibility to provide insurance as required by the Contract. J. Depending upon the nature of any aspect of any project and its accompanying exposures and liabilities, the City may, at its sole option require additional insurance coverages in amounts responsive to those liabilities, which may or may not require that the City also be named as an additional insured. K. Concessionaire's failure to provide evidence of insurance coverage set forth in this Section 10, within two (2) days from receipt of a written request from the City shall constitute a material default under this Agreement. SECTION 11. INDEMNITY. 11.1 In consideration of a separate a n d specific consideration of Ten ($10.00) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify, hold harmless and defend the City, its officials, directors, employees, contractors, agents, and servants from and against any and all actions (whether at law or inequity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from: (1) wholly or in part from the negligent acts, errors, omissions or other misconduct of Concessionaire, its officers, director, members, employees, agents, contractors, subcontractors, or any other person or entity acting under Concessionaire's control or supervision; (2) Concessionaire's breach of the terms of this Agreement or its representations and warranties herein; (3) the operation of the Program; or (4) the use of the Concession Area Improvements or the Program Vessels. To that extent, Concessionaire shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. 20 11.2 In addition, in consideration of a separate and specific consideration of Ten ($10.00) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify, hold harmless and defend the City, its officials, directors, employees, contractors, agents, and servants from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of Concessionaire, its officials, directors, employees, contractors, agents, and servants not included in the paragraph in the subsection above and for which the City, its officials, directors, employees, contractors, agents, and servants are alleged to be liable. 11.3 Subsections 11.1 and 11.2 shall survive the termination or expiration of this Agreement. Subsections 11.1 and 11.2 shall not apply, however, to any such liability that arises as a result of the willful misconduct or gross negligence of the City. SECTION 12. FORCE MAJEURE. 12.1 Neither party shall be obligated to perform hereunder and neither party shall be deemed to be in default if performance is prevented by: a. Any act or chain of related acts resulting in destruction, vandalism or theft of water stations which render at least fifty (50%) percent of the Concessionaire Areas unusable at any one point in time and which is not caused by negligence of Concessionaire; b. Earthquake; hurricane; flood; act of God; direct act of terrorism; or civil commotion occurring which renders at least fifty (50%) percent of the Concession Areas unusable; and c. Any law, ordinance, rule, regulation or order of any public or military authority stemming from the existence of economic or energy controls, hostilities, or war which renders at least fifty (50%) percent of the Concession Areas unusable. 12.2 Labor Dispute. In the event of a labor dispute which results in a strike, picket or boycott affecting at least fifty (50%) percent of the Concession Areas, Concessionaire shall not thereby be deemed to be in default or to have breached any part of this Agreement, unless such dispute shall have been caused by illegal labor practices or violations by Concessionaire of applicable collective bargaining Agreements (and there has been a final determination of such fact which is not cured by Concessionaire within thirty (30) days). 12.3 Waiver of Loss from Hazards. The Concessionaire hereby expressly waives all claims against the City for loss or damage sustained by the Concessionaire resulting from any Force Majeure contemplated in Subsection 12.1, Labor Dispute in Subsection 12.2 above, or any other interruption of the operation of the Program, including, without limitation, any City maintenance or construction activity at the Park, and the Concessionaire hereby expressly waives all rights, claims, and demands against the City and forever releases and discharges the City of Miami Beach, Florida, from all demands, claims, actions and causes of action arising from any of the aforesaid causes. 21 SECTION 13. DEFAULT AND TERMINATION. Subsections 13.1 through 13.4 shall constitute events of default under this Agreement. An event of default by Concessionaire shall entitle the City to exercise any and all remedies described as City's remedies under this Agreement, including but not limited to those set forth in Subsection 13.5. 13.1 Bankruptcy. If either the City or Concessionaire shall be adjudged bankrupt or insolvent, or if any receiver or trustee of all or any part of the business property of either party shall be appointed, or if any receiver of all or any part of the business property shall be appointed and shall not be discharged within sixty (60) days after appointment, or if either party shall make an assignment of its property for the benefit of creditors, or shall file a 9 P P Y , voluntary petition in bankruptcy, or insolvency, or shall apply for reorganization or arrangement with its creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or otherwise, or if such petitions shall be filed against either party and shall not be dismissed within sixty (60) days after such filing, then the other party may immediately, or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 13.2 Default in Payment. In the event Concessionaire fails to submit any payment within five (5) days of its due date, there shall be a late charge of One Hundred and Fifty ($150.00) Dollars per day for such late payment, in addition to interest at the highest rate allowable by law. If any payment and accumulated penalties are not received within ten (10) days after the payment due date, and such failure continues for ten (10) days after written notice thereof, then the City may, without further demand or notice, terminate this Concession Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 13.3 Non-Monetary Default. Unless otherwise set forth in this Agreement, in the event that Concessionaire or the City fails to reasonably perform or observe the non-monetary covenants, terms or provisions under this Agreement, and such failure continues ten (10) days after written notice thereof from the other party hereto, such non-defaulting party may immediately or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it hereunder. In the event that a default is not reasonably susceptible to being cured within such period, the defaulting party shall not be considered in default if it shall, within such period, commence with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default, but in no event shall such extended cure period exceed thirty (30) days from the date of written notice thereof. In the event Concessionaire cures any default pursuant to this Subsection, it shall promptly provide the City Manager with written notice of same. 22 • 13.4 The failure of the Concession Area to be operational for a period of time exceeding Two (2) continuous days shall constitute a material default under this Agreement, and no cure period shall apply. 13.5 City's Remedies for Concessionaire's Default. If any of the events of default, as set forth in this Section, shall occur, the City may, after expiration of the cure periods, as provided above, at its sole option and discretion, institute such proceedings as in its opinion are necessary to cure such defaults and to compensate City for damages resulting from such defaults, including but not limited to the right to give to Concessionaire a notice of termination of this Agreement. If such notice is given, the term of this Agreement shall terminate upon the date specified in such notice from City to Concessionaire. On the date so specified, Concessionaire shall then quit and surrender the Concession Area(s) to City pursuant to the provisions of Subsection 13.7. Upon the termination of this Agreement, all rights and interest of Concessionaire in and to the Concession Area(s) and to this Agreement, and every part thereof, shall cease and terminate. In addition to the rights set forth above, the City shall have the rights to pursue any and all of the following: a. the right to injunction or other similar relief available to it under Florida law against Concessionaire; and or b. the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from Concessionaire's default. 13.6 If an event of default by the City shall occur, the Concessionaire may, after expiration of the cure periods, as provided above, terminate this Agreement upon written notice to the City. Said termination shall become effective upon receipt of a written notice of termination by the City, but in no event shall Concessionaire specify a termination date that is less than sixty (60) days from the date of the written termination notice. On the date specified in the notice, Concessionaire shall quit and surrender the Concession Area(s) to City pursuant to the provisions of Subsection 13.7. 13.7 Surrender of Concession Areas/ Removal by Concessionaire of Equipment/Improvements. Upon expiration, or earlier termination of this Agreement, Concessionaire shall surrender the Concession Areas in the same condition as the Concession Areas were prior to the Commencement Date, reasonable wear and tear excepted. Concessionaire shall, at its sole expense and at no charge to the City, remove all equipment from the Concession Area, (as well as any Concession Area Improvements) no later than thirty (30) days after the conclusion of the Term, (or from the date of other termination of this Agreement) unless a longer time period is agreed to, in writing, by the City Manager). Concessionaire's obligation to observe or perform this covenant shall survive the expiration or other termination of this Agreement. Continued occupancy of any Concession Areas after termination of the Agreement shall constitute trespass by the Concessionaire, and may be prosecuted as such. In addition, the Concessionaire shall 23 pay to the City One Thousand ($1,000.00) Dollars per day per Concession Area as liquidated damages for such trespass and holding over. 13.8 Substitute Performance. In the event that the Concessionaire fails to properly perform the removal of any equipment and restoration of the Concession Areas to their original condition in accordance with the terms of the Agreement, then the City shall have the right to undertake and/or purchase, as the City Manager deems appropriate, any such supplies, materials, services, etc., covered herein and to charge Concessionaire for all actual costs thereby incurred by the City. Concessionaire shall be responsible for paying all of said costs. 13.9 Termination for Convenience of the City. THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONCESSIONAIRE OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONCESSIONAIRE OF SUCH NOTICE, FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT. 13.10 City Manager Emergency Powers. A. Notwithstanding anything to the contrary contained in this Agreement, and in addition to any other remedy which the City may have under this Agreement or pursuant to applicable law, if the performance by Concessionaire under this Agreement or the Program is creating a public health, welfare or safety concern, as determined by the City Manager, in the City Manager's sole discretion, the City Manager may immediately suspend the performance of services under this Agreement, including the Program, until such time as the condition has been remedied to the satisfaction of the City Manager. B. Removal of Concessionaire's Property during Emergency Situations. The City Manager or his/her designee may direct or require the Concessionaire to immediately remove, relocate and/or store all or part of the Concession Area Improvements or Program Vessels ("Concessionaire's Property") for public safety considerations in emergency situations, including, without limitation, a threatened tropical storm or hurricane. Upon written and/or verbal notification by the City Manager of a tropical storm/hurricane warning or alert, or other major weather event that may adversely impact the City, or upon the designation by the United States National Weather Service or National Hurricane Center of a tropical storm/hurricane warning or alert, whichever occurs first, the Concessionaire shall, within no more than two hours of same, remove and store all of Concessionaire's Property to secure Concessionaire's Property in response to the threatened storm or other emergency, and shall take all other measures which may be necessary for the protection of the public with respect thereto. The notification by the City Manager of a hurricane or other major weather event, or the issuance of a hurricane warning, shall constitute a public emergency situation. The failure of the City to direct the Concessionaire to 24 remove or safety store Concessionaire's Property shall not relieve the Concessionaire of its obligation to remove and store Concessionaire's Property in response to a threatened storm event as outlined herein. Should Concessionaire fail to remove Concessionaire's Property within said two (2) hour period, or in the event the City Manager or his/her designee determines, at his/her sole discretion, that Concessionaire's removal, storage and other efforts are otherwise not satisfactory, Concessionaire shall thereafter be assessed a fee of $50.00 per hour, until such time as all of Concessionaire's Property have been removed to the City Manager's satisfaction. In addition, the City Manager, without any obligation to do so, may immediately proceed to remove, relocate, and/or store the Concessionaire's Property that has otherwise not been removed by the Concessionaire, at the Concessionaire's sole cost and expense, , with payment to the City for all such costs due within thirty (30) days of City's invoice to Concessionaire. Concessionaire shall be solely responsible for any damage to City property or other property resulting from Concessionaire's failure to remove and store Concessionaire's property, or otherwise implement appropriate measures in response to a threatened storm or hurricane. Concessionaire's failure to comply with this Section shall constitute a default under this Agreement. The remedies identified herein for Concessionaire's failure to comply with this Section are cumulative, and in addition to, all remedies that may be available to the City at law and in equity. SECTION 14. PERFORMANCE BOND OR ALTERNATE SECURITY. Intentionally Omitted. SECTION 15. ASSIGNMENT. Except as permitted pursuant to subsection 3.1.4.2.1 or 3.1.5.1, Concessionaire shall not assign all or any portion of its duties or obligations under this Agreement without the prior written consent of the City Commission, which consent shall be at the sole and absolute discretion of the City Commission. Concessionaire shall notify the City Manager of any proposed assignment, in writing, at least sixty (60) days prior to the proposed effective date of such assignment. In the event that any such assignment is approved by the City Commission, the assignee shall agree to be bound by all the covenants of this Agreement required of Concessionaire. SECTION 16. SPONSORSHIPS. 16.1 The City reserves unto itself all present and future rights to negotiate all forms of endorsement and/or sponsorship agreements based on the marketing value of any City trademark, property, brand, logo and/or reputation. Any and all benefits derived from an endorsement and/or sponsorship agreement based on the marketing value of a City trademark property, brand, logo and/or reputation, shall belong exclusively to the City. Concessionaire shall be specifically prohibited from entering into, or otherwise creating any, sponsorships and/or endorsements with third parties which are based solely or in 25 any part on the marketing value of a City trademark, property, brand, logo and/or reputation. It is further acknowledged that the name, likeness, equipment, concepts, logos, designs and other intellectual property rights of Concessionaire shall remain in the exclusive possession and control of Concessionaire at all times; provided, however, that Concessionaire hereby grants City an irrevocable license to use any Concessionaire trademark, brand, and/or logo, for purposes of the City's promotion of the Program and including, without limitation, the right to use such trademarks, brand, and/or logo in all media (for such public marketing purposes) whether now existing or as may exist in the future. SECTION 17. NO IMPROPER USE. The Concessionaire will not use, nor suffer or permit any person to use in any manner whatsoever, any Concession Area or improvements on equipment thereon, for any illegal, improper, immoral or offensive purpose, or for any other purpose in violation of any Federal, State, County, or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. The Concessionaire will protect, indemnify, and forever save and keep harmless the City, its officials, employees, contractors, and agents from and against damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or incurred for any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act, neglect or omission of the Concessionaire, or any official, director, agent, contractor, or servant regarding the concession. In the event of any violation by the Concessionaire, or if the City or its authorized representative shall deem any conduct on the part of the Concessionaire to be objectionable or improper, the City shall have the right to suspend concession operation should the Concessionaire fail to correct any such violation, conduct, or practice to the satisfaction of the City Manager or his designee within twenty-four (24) hours following written notice of the nature and extent of such violation, conduct, or practice. Such suspension to continue until the violation is cured to the satisfaction from the City Manager or his designee. SECTION 18. NOTICES. All notices from the City to the Concessionaire shall be deemed duly served upon receipt, if mailed by registered or certified mail return receipt to the Concessionaire at the following address: Water Taxi Miami, Inc. 244 Biscayne Boulevard, Suite 2708-N Miami, Florida, 33132 Attention: Ackikam Yogev, President All notices from the Concessionaire to the City shall be deemed duly served upon receipt, if mailed by registered or certified mail return receipt requested to the City of Miami Beach at the following addresses: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attn: Transportation Department Director 26 With copy to: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attn: City Manager The Concessionaire and the City may change the above mailing address at any time upon giving the other party written notification. All notices under this Concession Agreement must be in writing. Any notifications to the City or Concessionaire relating to operational issues may be sent to the following e-mail addresses; however, the parties may change the e-mail addresses at any time upon giving the other party written notification: To Concessionaire: E-mail: Max(a�watertaximiami.com To the City: E-mail: josegonzalez(a�miamibeachfl.gov SECTION 19. LAWS. 19.1 Compliance. Concessionaire shall comply with all applicable City, County, State, and Federal ordinances, statutes, rules and regulations, including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations. 19.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 19.3 Equal Employment Opportunity. Neither Concessionaire nor any affiliate of Concessionaire performing services hereunder, or pursuant hereto, will discriminate against any employee or applicant for employment because of race, creed, sex, color, national origin, sexual orientation, and disability (as defined in Title I of ADA). Concessionaire will take affirmative steps to utilize minorities and females in the work force and in correlative business enterprises. 19.4 No Discrimination. All operations and services offered in the Concession Area shall be made available to the public, subject to the right of the Concessionaire and the City to establish and enforce reasonable rules and regulations to provide for the safety, orderly operation, and security of the Concession Area and improvements and equipment thereon. Concessionaire hereby agrees to comply with City of Miami Beach Human Rights Ordinance as codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, or public services, on the basis of actual or perceived race, color, national origin, religion, sex, intersexuality, sexual orientation, gender identity, familial and marital status, age, 27 ancestry, height, weight, domestic partner status, labor organization membership, familial situation, political affiliation, or disability. 19.5 Florida Public Records Law. 19.5.1 Contractor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. Records made or received in connection with this Agreement are public records under Florida law, as defined in Section 119.011(12), Florida Statutes. 19.5.2 Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall: (A) Keep and maintain public records required by the City to perform the service; (B) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (C) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Contractor does not transfer the records to the City; (D) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. 19.5.3 Request for Records; Noncompliance. (A) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Contractor of the request, and the Contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (B) Contractor's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies at law or in equity. 28 (C) A Contractor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. 19.5.4 Civil Action. (A) If a civil action is filed against a Contractor to compel production of public records relating to the City's contract for services, the court shall assess and award against the Contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the Contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Contractor has not complied with the request, to the City and to the Contractor. (B) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Contractor at the Contractor's address listed on its contract with the City or to the Contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (C) A Contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. 19.5.5 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO(aMIAMIBEACHFL.GOV PHONE: 305-673-7411 SECTION 20. MISCELLANEOUS. 20.1 No Partnership. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the City and Concessionaire. 29 20.2 Modifications. This Agreement cannot be changed or modified except by Agreement in writing executed by all parties hereto. Concessionaire acknowledges that no modification to this Agreement may be agreed to by the City unless approved by the Mayor and City Commission except where such authority has been expressly provided herein to the City Manager or his designee. 20.3 Complete Agreement. This Agreement, together with all exhibits incorporated hereto, constitutes all the understandings and Agreements of whatsoever nature or kind existing between the parties with respect to Concessionaire's operations, as contemplated herein. 20.4 Headings. The section, subsection and paragraph headings contained herein are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement. 20.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 20.6 Clauses. The illegality or invalidity of any term or any clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in full force and effect as if such illegal or invalid term or clause were not contained herein unless the elimination of such provision detrimentally reduces the consideration that either party is to receive under this Agreement or materially affects the continuing operation of this Agreement. 20.7 Severability. If any provision of this Agreement or any portion of such provision or the application thereof to any person or circumstance shall be held to be invalid or unenforceable, or shall become a violation of any local, State, or Federal laws, then the same as so applied shall no longer be a part of this Agreement but the remainder of the Agreement, such provisions and the application thereof to other persons or circumstances, shall not be affected thereby and this Agreement as so modified shall. 20.8 Right of Entry. The City, at the direction of the City Manager, shall at all times during hours of operation, have the right to enter into and upon any and all parts of the Concession Area(s) for the purposes of examining the same for any reason relating to the obligations of parties to this Agreement. 30 20.9 Not a Lease. It is expressly understood and agreed that no part, parcel, building, facility, equipment or space is leased to the Concessionaire, that it is a concessionaire and not a lessee; that the Concessionaire's right to operate the concession shall continue only so long as this Agreement remains in effect. 20.10 Signage. Concessionaire shall provide, at its sole cost and expense, any signs utilized for its p P Y 9 Program. All signage and postings shall be approved by the City Manager, and shall be in accordance with all applicable Municipal, County, State and Federal laws and regulations. Any signage posted by Concessionaire shall be subject to the prior approval of the City as to size, shape and placement of same, and no such approvals will be nr n I u easo ab Y withheld. The City shall be responsible for providing, at its sole cost and expense, and as (or if) it deems necessary in its sole and reasonable judgment and discretion, any traffic, regulatory or public safety signs, whether related directly or indirectly to the Program. 20.11 Procedure for Approvals and/or Consents. In each instance in which the approval or consent of the City Manager or his designee is allowed or required in this Agreement, it is acknowledged that such authority has been expressly provided herein to the City Manager or his designee by the Mayor and City Commission of the City. In each instance in which the approval or consent of the City Manager or his designee is allowed or required in this Agreement, Concessionaire shall send to the City Manager a written request for approval or consent (the "Approval Request"). The City Manager or his designee shall use reasonable efforts to provide written notice to Concessionaire approving of consent to, or disapproving of the request, within thirty (30) days from the date of Approval Request (or within such other time period as may be expressly set forth for a particular approval or consent under this Agreement). However, the City Manager or his designee's failure to consider such request within this time provided shall not be deemed a waiver, nor shall Concessionaire assume that the request is automatically approved and consented to. The City Manager or his designee shall not unreasonably withhold such approval or consent. This Subsection shall not apply to approvals required herein by the Mayor and City Commission. 20.12 No Waiver. It is mutually covenanted and agreed by and between the parties hereto that the failure of the City to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Agreement, or to exercise any option herein conferred, will not be considered or construed as a waiver or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. A waiver of any term expressed herein shall not be implied by any neglect of the City to declare a forfeiture on account of the violation of such term if such violation by continued or repeated subsequently and any express 31 waiver shall not affect any term other than the one specified in such waiver and that one only for the time and in the manner specifically stated. The receipt of any sum paid by Concessionaire to the City after breach of any condition, covenant, term or provision herein contained shall not be deemed a waiver of such breach, but shall be taken, considered and construed as payment for use and occupation, and not as rent, unless such breach be expressly waived in writing by the City. 20.13 No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, including, but not limited to sub concessionaires, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement. 20.14 No Lien. In the event any notice or claim of lien shall be asserted against the interest of the City on account of or arising from any work done by or for Concessionaire, or any person claiming by, through or under Concessionaire, or for improvements or work, the cost of which is the responsibility of Concessionaire, Concessionaire agrees to have such notice or claim of lien cancelled and discharged within fifteen (15) days after notice to Concessionaire by City. In the event Concessionaire fails to do so, City may terminate this Agreement for cause without liability to City. SECTION 21. LIMITATION OF LIABILITY. The City desires to enter into this Agreement placing the operation and management of the Concession Area in the hands of a private management entity only if so doing the City can place a limit on its liability for any cause of action for breach of this Agreement, so that its liability for any such breach never exceeds the sum of Five Thousand ($5,000.00) Dollars. Concessionaire hereby expresses its willingness to enter into this Agreement Five Thousand ($5,000.00) Dollars limitation on recovery for any action for breach of contract. Accordingly, and in consideration of the separate consideration of Five Thousand ($5,000.00) Dollars, the receipt of which is hereby acknowledged, the City shall not be liable to Concessionaire for damages to Concessionaire in an amount in excess of Five Thousand ($5,000.00) Dollars, for any action for breach of contract arising out of the performance or on-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of limitation placed upon the City's liability as set forth in Florida Statutes, Section 768.28. SECTION 22. VENUE/WAIVER OF JURY TRIAL. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws 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 and all the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. 32 CITY AND CONCESSIONAIRE HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND CONCESSIONAIRE MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONCESSION AREA(S). THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 33 IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their Agreement. Attest: CITY • MIAMI BE H, FLORIDA A' R ael E. Granada, City Clerk Jimm L. Moral:s, ity Manager Date: V I Vv it go • _,,A B Attest: �� .• '' .f ,��'4,TAXI MIAMI, INC. //■. * MCORP _ ,_ 4/r/->. y \a •• ._ /..... '� fA�L.r I I�- /c 1 2 I soy vtesS;A)6. paios,og/ + t Name and Title ,„1v5- Name and Title Date: 1k\ A•G)11L APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 1110 OP City Att rney ! Date 34 Exhibit 1. Concession Area 35 - - - ao&Am t Su*MOWS 1.t0 Sy 1 a 0►' gl 2 qtr 2I i , 1 i k ri dt1_ 1131 I !!. • e . \?:111(AN, , '..-"ii 4. tic ,, 'mita . r C• F T\. • YI N in, Q. �. co , , if a . CU p E , 1:1 1_11;jHt_...jo 3 i i w ` a o ppp X O 1— E ra n , v co 0 o4 ,,, \ a 1 40 \, i I , 1 'Ns( i i s • Exhibit 2. Concept Plan for Vessels 36 1 ` .. ? I' ti' — _t., __.__ . d' i,i fr I. 10. ,...-..-• i L . • • c\ A . 1 twee .� , ; ■ if I t s �, '. • I •i 1 I 6„r1 leglin { i' 1 s ai 4 - N : } n • o 1 . t /lam /rrrr L 'D Irf1 , - r '� ,1 _- �: 1 r-;r I i I+ 1 ixi �j,ES±.. S j ,.. . 4 li = :C - • -. I • ---.- Exhibit 3. Fares for Water Taxi Services 1. Fares. Concessionaire shall provide the services under this Agreement in accordance with the following fares ("Fares"): One Way Fares: Adults and Children one (1) year of age and older $15.00 Children under one (1) year of age FREE Military/Senior Citizens, 65+ years of age $10.00 Miami Beach resident $10.00 Round-Trip Fares: Adults and Children one (1) year of age and older $30.00 Children under one (1) year of age FREE Military/Senior Citizens, 65+ years of age $20.00 Miami Beach resident $20.00 Monthly Pass: $95.00 Annual Pass* $295.00 The Fares may be revised and discount rates may be established between the parties, subject to the prior written approval of the City Manager. Concessionaire shall post a suitable card in large type, easily readable, in each Water Taxi for hire explaining and describing the Fares. Fares shall be displayed in a manner and form that can be readily understood by passengers. Upon the request of a passenger, Concessionaire shall supply the passenger with a written receipt showing the fare paid by the passenger and the date of the transaction. Concessionaire shall conspicuously post notice of this requirement in each of the water taxis. Fares may not be waived by Concessionaire unless approved in advance by the City Manager or his designee. If a passenger boards a water taxi and it is determined while in transit that the passenger is unable to pay the applicable Fare, the passenger shall be required to disembark at the next scheduled stop. 37 Exhibit 4. Plan of Operation (Regular Operation) 1. Route: servicing Purdy Avenue Dock as part of the current public water taxi service (Bayside Marketplace-Miami Beach Marina-Sea Isles Marina-Bayside Marketplace). 2. Days of Operation: weekend operation (Friday to Sunday) at the Purdy Avenue Dock, using a 38 passenger vessel with the ability to accommodate bicycles. 3. Hours of Operation and Frequency of Service: 11:30 AM to 7:00 PM (summer time) with the ability to extend the hours of operation from 7:30 AM to 11:30 PM once demand warrants; proposed frequency of service is 90 minutes. The following schedule indicates the minimum required stops at the Purdy Avenue Dock, regardless of whether or not there is demand for water taxi services: Bayside Miami Beach Purdy Avenue Marketplace Marina Marina Sea Isle Marina Trip 1 11:00 AM 11:20 AM 11:40 AM 12:00 PM Trip 2 12:30 PM 12:50 PM 1:10 PM 1:30 PM Trip 3 2:00 PM 2:20 PM 2:40 PM 3:00 PM Trip 4 3:30 PM 3:50 PM 4:10 PM 4:30 PM Trip 5 5:00 PM 5:20 PM 5:40 PM 6:00 PM Trip 6 6:30 PM 6:50 PM 7:10 PM 7:30 PM 4. At Concessionaire's option, if there is additional demand for water taxi service at the Purdy Avenue Dock, Concessionaire may increase the frequency of service during the established days of operation. 5. Ticket Booth Hours of Operation, Location and Storage: the ticket booth shall be opened at least 30 minutes prior to first scheduled water taxi service departure and shall remain open until the last scheduled departure from the Purdy Avenue Dock. The ticket booth and passenger staging area shall be clearly branded and its location shall be subject to the written approval of the City Manager or the City Manager's designee. The ticket booth and passengers of the water taxi service shall not obstruct pedestrian paths or vehicular access into the Park. The ticket booth and any other associated equipment shall not be stored at the Purdy Avenue Dock. 38