HomeMy WebLinkAboutR-2026-023 Assignment and Assumption of the Dania Beach Marina ManagementRESOLUTION NO. 2026-023
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, RELATING TO THE ASSIGNMENT AND ASSUMPTION
OF THE MANAGEMENT OF THE DANIA BEACH MARINA AND CONSENT
TO ASSUMPTION TO US MARINA GROUP, LLC; AUTHORIZING THE
PROPER CITY OFFICIALS TO EXECUTE THE ASSIGNMENT
AGREEMENT, EXHIBIT “A”; PROVIDING FOR CONFLICTS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on January 9, 2024, per Resolution Number 2024-005 the City of Dania
Beach and Oasis Marina, LLC entered into an agreement for the management of the Dania Beach
Marina; and
WHEREAS, pursuant to Section 14-A-II, Termination of this Agreement, commencing
upon the 14th month from the Effective Date, the Contractor shall have the right to terminate the
agreement with or without cause at any time by giving written notice to the City at least (90) days
prior to the effective date of such termination; and
WHEREAS, on January 28, 2026, the City of Dania Beach received written notice from
Oasis Marina LLC that they are no longer interested in third-party marina management and will
be focusing their efforts exclusively on marine ownership and recommends an Assignment
Agreement to US Marina Group, LLC; and
WHEREAS, City staff met with US Marina Group, LLC who was the second-place bidder
on the original RFP, RFP No. 2023-012 for the Marina Management Services of the Dania Beach
Marina to Oasis Marina, LLC, to learn more about the company and determine their ability to take
on the management agreement; and
WHEREAS, after meeting with USA Marina Group, LLC City staff recommends
approval of the assignment and assumption of the management of the Dania Beach Marina to US
Marina Group, LLC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the above “Whereas” clauses are ratified and confirmed, and they are
made a part of and incorporated into this Resolution by this reference.
2 RESOLUTION #2026-023
Section 2. The City Commission approves the request for the assignment and
assumption of the Management of the Dania Beach Marina to US Marina Group, LLC and
authorizes the proper City officials to execute the assignment agreement, Exhibit “A”.
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall become effective 10 days after passage and
adoption.
PASSED AND ADOPTED on February 24, 2026.
Motion by Commissioner Rimoli, second by Commissioner Lewellen.
FINAL VOTE ON ADOPTION: Unanimous X
Yes No
Commissioner Lori Lewellen ____ ____
Commissioner Luis Rimoli ____ ____
Commissioner Archibald J. Ryan IV ____ ____
Vice Mayor Marco Salvino ____ ____
Mayor Joyce L. Davis ____ ____
ATTEST:
ELORA RIERA, MMC JOYCE L. DAVIS
CITY CLERK MAYOR
APPROVED AS TO FORM AND CORRECTNESS:
EVE A. BOUTSIS
CITY ATTORNEY
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made
and entered into as of _____________, 2026 (the “Effective Date”), by and among OASIS
MARINA, LLC, a Maryland limited liability company (“Assignor”), US MARINA GROUP,
LLC, a Florida limited liability company (“Assignee”), and the CITY OF DANIA BEACH,
FLORIDA, a Florida municipal corporation (“City”).
RECITALS
A. City and Assignor are parties to that certain Marina Management Agreement dated January 6,
2024 (RFP No. 23-012), as amended (the “Original Agreement”), pursuant to which Assignor
provides marina management services for the City-owned marina located at 151 North Beach
Road, Dania Beach, Florida (the “Marina”).
B. Pursuant to the Original Agreement, Assignor may not assign its rights or delegate its
obligations without the prior written consent of the City.
C. Assignor has requested City’s consent to assign the Original Agreement to Assignee, and
Assignee desires to accept such assignment, strictly subject to all terms, conditions, limitations,
financial obligations, performance standards, and remedies set forth in the Original Agreement.
D. City is willing to consent to the assignment solely on the terms set forth herein, with the express
intent that the City’s rights, remedies, financial protections, and contractual leverage under the
Original Agreement are preserved in full and without modification.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties agree as follows:
1. ASSIGNMENT.
Subject to City’s consent as set forth herein, Assignor hereby assigns, transfers, and conveys to
Assignee all of Assignor’s right, title, and interest in and to the Original Agreement, effective as
of the Effective Date, and Assignee hereby accepts such assignment.
2. CITY CONSENT TO ASSIGNMENT; LIMITATIONS.
Subject to the terms and conditions of this Agreement, the City hereby consents to the assignment
of the Original Agreement from Assignor to Assignee effective as of the Effective Date. Such
consent is expressly limited to this specific assignment only and shall not be deemed to constitute
consent to any future assignment, delegation, subcontract, transfer, or change in control.
City’s consent shall not be deemed a waiver, release, amendment, or modification of any provision
of the Original Agreement, nor a release of Assignor, nor a limitation of any rights, remedies, or
protections afforded to the City under the Original Agreement or applicable law.
3. ASSUMPTION OF OBLIGATIONS.
Assignee hereby unconditionally assumes and agrees to fully perform, satisfy, and discharge all
duties, obligations, covenants, liabilities, standards of performance, financial requirements,
reporting obligations, and indemnities of Assignor under the Original Agreement, whether arising
before or after the Effective Date, as if Assignee were the original contracting party.
4. NO RELEASE OF ASSIGNOR; SURVIVAL OF PRIOR-PERIOD LIABILITY.
Notwithstanding the assignment, Assignor shall remain fully responsible and liable for any and all
claims, demands, damages, losses, liabilities, costs, or causes of action arising out of, relating to,
or attributable to acts, omissions, breaches, or conditions occurring during the period in which
Assignor managed or operated the Marina, regardless of when such claim is asserted, discovered,
accrued, or brought.
Nothing contained in this Agreement shall be deemed to release, waive, limit, or impair any
liability of Assignor for matters arising during Assignor’s period of management, and such liability
shall expressly survive the execution, expiration, or termination of this Agreement and the Original
Agreement.
Notwithstanding the assignment, Assignor shall remain jointly and severally liable with Assignee
for any breach, default, claim, loss, or liability arising out of or relating to the Original Agreement,
including acts or omissions occurring prior to or after the Effective Date. Nothing herein shall be
deemed a release, waiver, or novation of Assignor’s obligations unless expressly approved by the
City in writing.
5. NO AMENDMENT; ORIGINAL AGREEMENT CONTROLS.
City’s consent to this assignment is:
(a) limited solely to the assignment described herein;
(b) conditioned upon strict compliance with all provisions of the Original Agreement; and
(c) not intended, and shall not be construed, to amend, modify, waive, or impair any term,
condition, rate, fee, compensation structure, audit right, termination right, insurance requirement,
indemnity, or remedy set forth in the Original Agreement.
All financial terms and conditions of the Original Agreement, including without limitation
management fees, incentive compensation, reimbursable expenses, budgeting controls, audit
rights, and non-appropriation provisions, remain unchanged and in full force and effect.
6. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE.
Assignee represents and warrants to the City that:
(a) it has reviewed the Original Agreement in its entirety;
(b) it has the authority, experience, personnel, and financial capacity to perform all obligations
thereunder;
(c) the execution and performance of this Agreement does not violate any agreement binding upon
Assignee; and
(d) Assignee shall maintain all insurance, licensing, bonding, and compliance requirements
required of the “Contractor” under the Original Agreement.
7. INDEMNIFICATION. NO NOVATION.
Nothing in this Assignment and Assumption Agreement shall be deemed to create a novation,
release, or substitution of parties with respect to any obligations or liabilities arising under the
Original Agreement.
Assignor shall remain responsible for and shall indemnify and hold harmless the City from and
against, any claims, liabilities, losses, damages, or expenses arising out of or attributable to
Assignor’s acts or omissions occurring during the period in which Assignor managed or operated
the Marina.
Assignee shall be responsible for and shall indemnify and hold harmless the City from and against,
any claims, liabilities, losses, damages, or expenses arising out of or attributable to Assignee’s acts
or omissions occurring after the Effective Date.
The indemnification obligations set forth in this section are intended to preserve and clarify, and
not expand, the allocation of responsibility under the Original Agreement.
8. NO THIRD-PARTY BENEFICIARIES.
Nothing contained in this Agreement is intended to confer any rights or remedies upon any person
or entity other than the parties hereto and the City.
9. GOVERNING LAW; VENUE.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida. Venue for any action arising hereunder shall lie exclusively in Broward County, Florida,
as provided in the Original Agreement.
10. COUNTERPARTS; ELECTRONIC SIGNATURES.
This Agreement may be executed in counterparts, each of which shall be deemed an original, and
all of which together shall constitute one instrument. Electronic signatures shall be deemed valid
and binding.
11. CONFLICTS.
In the event of any conflict between this Agreement and the Original Agreement, the Original
Agreement shall control, and this Agreement shall be interpreted to preserve the City’s maximum
contractual protections.
12. NO DELEGATION OR FURTHER ASSIGNMENT.
Assignee shall not assign, subcontract, delegate, or otherwise transfer any portion of the Original
Agreement or the performance of any obligations thereunder without the City’s prior written
consent, which may be withheld in the City’s sole discretion.
13. REAFFIRMATION OF TERMINATION AND FISCAL RIGHTS.
City’s termination rights under the Original Agreement, including without limitation termination
for convenience, termination for default, and termination due to fiscal non-appropriation or
non-funding, are expressly reaffirmed and shall apply to Assignee without modification or
limitation.
14. PROCUREMENT AND RFP COMPLIANCE.
The parties acknowledge and agree that this assignment does not constitute a new procurement,
does not modify the competitive terms of RFP No. 23-012, and does not confer upon Assignee any
pricing, scope, or competitive advantage not expressly contemplated by the Original Agreement.
15. INSURANCE AND FINANCIAL COMPLIANCE CERTIFICATION.
Within ten (10) days following the Effective Date, Assignee shall deliver to the City certificates
of insurance and such other documentation as the City may reasonably require evidencing full
compliance with all insurance, licensing, and financial responsibility requirements of the Original
Agreement. Failure to timely deliver such documentation shall constitute a material default.
16. NON-RELIANCE.
City has not relied upon, and Assignee disclaims, any marketing materials, proposals, statements,
or representations not expressly incorporated into the Original Agreement.
17. NOTICES.
All notices required or permitted under this Assignment and Assumption Agreement shall be in
writing and shall be deemed given when (i) personally delivered, (ii) sent by a nationally
recognized overnight courier, (iii) deposited in the United States mail, certified or registered, return
receipt requested, postage prepaid, or (iv) transmitted by electronic mail (email), provided that
such email notice is sent to the email addresses set forth below and no automated notice of delivery
failure is received by the sender.
Notices shall be deemed received upon delivery, refusal of delivery, or, in the case of email, upon
successful transmission as evidenced by the sender’s email system, provided that email notice shall
not be effective for purposes of commencing cure periods or exercising termination rights unless
also delivered by one of the methods described in clauses (i)–(iii).
If to the City:
City of Dania Beach, Florida
901 NE 3rd Street
Dania Beach, Florida 33004
Attn: Director of Parks and Recreation
Email: cwaren@daniabeachfl.gov
With a copy to:
City of Dania Beach, Florida
100 W. Dania Beach Boulevard
Dania Beach, Florida 33004
Attn: City Attorney
Email: eboutsis@daniabeachfl.gov
If to Assignor:
Oasis Marina, LLC
222 Severn Avenue, Building 14, Suite 200
Annapolis, Maryland 21401
Attn: Chief Executive Officer
If to Assignee:
US Marina Group, LLC
[Insert Address]
Attn: [Insert Title]
Any party may change its notice address or email by written notice given in accordance with this
section.
18. SURVIVAL.
Without limitation, the following provisions shall expressly survive the execution, expiration, or
termination of this Agreement and the Original Agreement: (i) Section 4 (No Release of
Assignor; Survival of Prior-Period Liability); (ii) indemnification obligations; (iii) audit and
records rights; (iv) public records obligations; and (v) all City rights and remedies relating to acts
or omissions occurring prior to or during the term of Assignor’s management.
REMAINDER OF PAGE LEFT INTENTIONALLY
SIGNATURES ON THE FOLLOWING PAGES
IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day and
year first written above.
ATTEST: CITY OF DANIA BEACH, FLORIDA,
a Florida municipal corporation
ELORA RIERA, MMC JOYCE L. DAVIS
CITY CLERK MAYOR
APPROVED AS TO FORM AND CORRECTNESS
EVE A. BOUTSIS ANA M. GARCIA, ICMA-CM
CITY ATTORNEY CITY MANAGER
WITNESSES: ASSIGNOR:
OASIS MARINA, LLC,
a Maryland limited liability company
Signature Signature
PRINT Name PRINT Name
Title
Signature
Dated: ___________________, 2026
PRINT Name
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of ☐ physical presence
or ☐ online notarization, on , 2026 by ___________________ as
_________________ of Oasis Marina LLC, a Maryland limited liability company. He/she is
personally known to me or has produced as identification.
My Commission Expires: Notary Public, State of
Print Name
WITNESSES: ASSIGNEE:
US MARINA GROUP, LLC,
a Florida limited liability company
Signature Signature
PRINT Name PRINT Name
Title
Signature
Dated: ___________________, 2026
PRINT Name
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me by means of ☐ physical presence
or ☐ online notarization, on , 2026 by ___________________ as
_________________ of Oasis Marina LLC, a Maryland limited liability company. He/she is
personally known to me or has produced as identification.
My Commission Expires: Notary Public, State of
Print Name