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HomeMy WebLinkAboutNational Marine Manufac NMMA , MIAMI BEACH CONVENTION CENTER AREA PARKING LEASE AGREEMENT FOR THE NATIONAL MARINE MANUFACTURERS ASSOCIATION BOAT SHOW This Lease Agreement made this \ ~ day of -n ' 2004, by and between the CITY OF MIAMI BEACH, a Florida Municipal Corporation (Lessor), whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139, and NATIONAL MARINE MANUFACTURERS ASSOCIATION (Lessee), whose address is 9050 Pines Boulevard, Suite 305, Pembroke Pines, Florida 33024. WITNESSETH: WHEREAS, the Lessee has entered into an Agreement with SMG, as the City's manager at the Miami Beach Convention Center (MBCC), dated , 2004, for lease of the MBCC for specific days in February of 2005; 2006; 2007; and 2008, 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 of the 2008 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 both parties that this Lease Agreement shall serve as an exhibit to the Main Lease. NOW, THEREFORE, in consideration of the mutual covenants herein exchanged, the parties agree as follows: 1 ) Premises. Lessee shall have the right to use as exhibit space the following outside areas; designated in the map attached as Exhibit I (and referred to 1 below as (a) (b), ( c), and (d), respectively (hereinafter, collectively referred to as the Premises ): a) Preferred Parkinq 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 Parkinq Lot No. 5H: Located at 19th and Meridian Avenue. This area shall be used for the purpose of storage material related to exhibitor space. c) Metered Parkinq 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 Trailer/Boat Staqinq Area: Municipal Parking Lot 5A (west side) located between 17th Street and Lincoln Lane North and between Drexel and Pennsylvania Avenues, including the restriction of parking at all meters located on the south side of 17th Street between Washington 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. 2 3) Schedule of Use. Pursuant to the term provided in Paragraph 2 above, Lessee shall use the Premises only on the schedule dates set forth as follows: (a) 2005 Boat Show January 24 - February 16 February 17 - February 21 February 22 - March 2 (b) 2006 Boat Show January 23 - February 15 February 16 - February 20 February 21 - March 2 c) 2007 Boat Show January 22 - February 14 February 15 - February 19 February 20 - March 1 Move-in Show Days Move-out Move-in Show Days Move-out Move-in Show Days Move-out d) 2008 Boat Show January 21 - February 13 Move-in February 14 - February 18 Show Days February 19 - February 28 Move-out 4) Use. Lessee shall use the Premises 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 3 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 $72,990, including applicable sales tax, per year, in 2005; 2006; 2007; and 2008 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 $12,500 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%) of total 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 4 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, 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 Parkina 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 1 to accommodate the Boat Show. 9) Lessor's Proposed Improvements. Lessee acknowledges that the City intends to develop and implement a series of capital improvements for the Premises 5 (Multi-level Parking Structure) which may entail 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, servent as and employees including, but not limited to, claims for interference in business or damages for interruption of the operation of the NMMA International Boat Show. 10) Indemnification. Lessee shall indemnify, defend and save the Lessor harmless from and against any and all claims or causes of action (whether groundless or otherwise) by or on behalf of any persons, firm or corporation, for personal injury, property damage, or other occurring upon the Premises occasioned in whole or in part by any of the following: a. an act of omission on the part of Lessee or any employee, agent, invitee, guest, assignee or subcontractor of Lessee; b. any misuse, neglect, or unlawful use of the Premises by Lessee; 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, guest or invitee of Lessee. 6 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 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 7 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 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. 8 13) Bankruptcy and Insolvency. If Lessee is adjudicated bankrupt or makes an assignment for the benefits of creditors, the Lessor shall have the right to immediately terminate this Agreement and re-enter the Premises without notice or demand. 14) Sublease and Assianment. 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) Riahts 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 Lessee: NMMA Boat Shows Attn: Cathy Johnston Southern Regional Manager 9050 Pines Boulevard, Suite 305 Pembroke Pines, FL 33024 Lessee and Lessor may change such address at any time upon giving the other party written notification. All notices under this Agreement must be in writing and shall be 9 deemed to be seNed when delivered to the address of the addressee. All notices seNed 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) Severabilitv. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the reminder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and be enforceable for the fullest extent permitted by law. 19) Governina 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 if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Dade County, Florida. By entering into this Agreement, Lessee and Lessor expressly waive any rights either party may have to a trial by jury of any civil litigation related to, or arising out of, this Agreement. 20) Limitation of Liabilitv. Lessor desires to enter into this Agreement only if in doing so the Lessor can place a limit on the Lessor's liability for cause of action for 10 money damages due to an alleged breach by the Lessor of this Agreement, so that the liability for any such breach never exceeds the sum of $10,000. Lessee hereby expresses its willingness to enter into this Agreement with Lessee's recovery from the Lessor for any damage action for breach of contract to be limited to a maximum amount of $10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Lessee hereby agrees that the Lessor shall not be liable to Lessee for damages in an amount in excess of $10,000, for any action of claim for breach of contract arising out of the performance or nonperformance of any obligations imposed upon the Lessor by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the Lessor liability as set forth in Florida Statutes, Section 768.28. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the dat first entered above. l1k~ ~ MC~ I Y OF MIAMI BEACH Robert Parcher, City Clerk avid Dermer, Mayor ATTEST: (j.4f.tHJ.. Ir (A)''!.y Secretary LESSEE/NATIONAL MARINE MANUFACTURERS ASSOCIATION ~:-.1/v6jp/ Pre3idt:::nf'" EV? F:\PING\$ALL\SAUL\COMMRESO\BSHOWD4.AGR APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 11 b-~-&f/ Date