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REVOCABLE LICENSE
ISSUED BY THE
CITY OF MIAMI
TO
NATIONAL MARINE MANUFACTURER'S ASSOCIATION
401
("NMMA")
FOR THE USE'OF A PORTION OF PROPERTY
LOCATED AT VIRGINIA KEY UPLAND AND SUBMERGED
LANDS
MIAMI, FLORIDA
i4-01 -11- r0001- - pvtrnen+- - SvP.a
SUBMITTED NTO THE
PUSLIC RECLND FOR
ITEM RE ON 'Is
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REVOCABLE LICENSE
This Revocable License ("License") is entered this day of
2015, ("Effective Date") by and between the City of Miami, a municipal corporation of
4.644,
the State of Florida (the "City"), and National Marine Manufacturer's Association Inc.
("Licensee"), a Delaware not -for -profit corporation with its principal place of business
at 231 South LaSalle Street, Suite 2050, Chicago, Illinois 60604.
RECITALS
WHEREAS, the City is the owner of the real property Virginia Key that
includes the upland and submerged lands collectively the ("Property"); and
WHEREAS, the licensee is engaged in the business of presenting both national
and international boat show events, representing more than one thousand four hundred
(1,400) companies involved in various productions used by recreational boaters, and is
dedicated to creating, promoting, and protecting a safe and productive environment in
which its members can achieve financial success through excellence in manufacturing,
selling and servicing their customers; and
WHEREAS, the Licensee desires to use a portion of the Property to present to
public and operate the Miami International Boat Show ("Boat Show"); and
WHEREAS the Boat Show will celebrate its 75th anniversary in 2016 and for
over 45 years has been produced in Miami; and
WHEREAS the Boat Show generates over $600,000,000 in economic benefit to
South Florida each year; and
WHEREAS 1,500 businesses that call Miami home depend upon the Boat
Show, and Florida businesses sell more than $300,000,000 of product at the Boat Show;
and
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WHEREAS the Boat Show is the premiere gathering place for more than
100,000 boaters, 50% of whom travel to the Boat Show from outside Florida and 10%
of whom travel from outside the United States; and
WHEREAS an estimated 45,000 workers prepare the Boat Show to unveil the
latest and most innovative new boating products; and
WHEREAS the Boat Show fills 200,000 hotel room nights; and
WHEREAS the Boat Show provides the equivalent of 6,500 full time jobs;
WHEREAS, the City and Licensee ("the Parties") desire and intend to enter into a
Revocable License for the use of a portion of Virginia Key upland and submerged
lands, Miami, Florida; and,
WHEREAS, this License is not assignable; and
WHEREAS, this License is revocable at -will by the City Manager and without
the consent of the Licensee pursuant to the notice provisions of Section 18 herein as
applicable; and
WHEREAS, this License does not transfer an interest, a right to use for any
general purpose, or any right to exclude the City frorn any right in real property,
including any leasehold interest in real property owned by the City; and
WHEREAS, this License does not convey, confer or transfer a right to use any
real property for any general purposes; and
WHEREAS, this License does not convey, confer or transfer any right to
exclude the City from any real property; and
WHEREAS, this License permits only certain, enumerated, specific and listed
permitted uses and does not permit anything further; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of
these recitals;
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the Parties hereby agree as follows:
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Recitals.
The foregoing recitals are hereby incorporated and made a part of this License.
2. Definitions.
a) "City Manager" is the City Manager for the City of Miami.
b) "City" shall mean the City of Miami, a Florida municipal corporation, for
purposes of this License in day to day decisions the City shall mean the
"City Manager," unless a different City body or official is specifically
designated in this Agreement.
c) "Board of Trustees for Internal Improvements Trust Fund" (hereinafter
"TIITF") shall refer to the state agency that owns state-owned lands and
administers these state owned lands through its administrative agency, the
State of Florida Department of Environmental Protection ("DEP").
d) "DEP" shall mean the State of Florida Department of Environmental
Protection, which is the government agency overseeing the administration
of state-owned submerged lands on behalf of TIITF.
e} "Director" shall mean the Director of the City of Miami's Department of
Real Estate and Asset Management.
f} "Effective Date" of this License is the date of execution of the License by
the last of the Parties.
g} "Environmental Laws" means all applicable requirements of federal, state
and local environmental, public health and safety laws, regulations, orders,
permits, Licenses, approvals, ordinances and directives, including but not
limited to, all applicable requirements of: the Clean Air Act; the Clean
Water Act; the Resource Conservation and Recovery Act, as amended by
the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking
Water Act; the Comprehensive Environmental Response, Compensation
and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act of 1986; the Occupational Health and Safety Act; the
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Toxic Substances Control Act; the Pollutant Discharge Prevention and
Control Act; the Water Resources Restoration and Preservation Act; the
Florida Air and Water Pollution Control Act; the Florida Safe Drinking
Water Act; and the Florida Environmental Reorganization Act of 1975.
"Force Majeure" means an event whereby the Property, or any portion
thereof, shall be destroyed or damaged, as a result >.pf any event beyond
human control, including but not limited to acts of national security,
national emergency acts of God, war, act or threats of terrorism,
Government regulation, strikes (other than strikes of Licensee's
employees), fire or other natural calamity, disorder, civil disobedience,
curtailment of transportation facilities or service, or any occurrence which
makes it inadvisable, illegal, or impossible for Licensee to perform its
obligations under this License.
"Gross Receipts" shall mean all revenue received by the Licensee derived
directly from business operations located on, consummated, initiated or
concluded on or at the Property, including business made or performed by
means of maritime vessels or mechanical or other vending devices,
whether such sales shall be credit or cash sales or otherwise. Gross
Receipts shall be reduced by: (i) cash or credit refunds for returned
merchandise provided said amounts had been previously included as part
of Gross Receipts; (ii) amount of any sales or excise tax levied upon any
sales, rentals and/or services rendered and payable to the appropriate
governmental authority; (iii) exchanges of merchandise between different
cations of Licensee; (iv) gratuities paid to employees; and (v) interest
;earned on Licensee's deposit accounts, earnings or profits on Licensee's
investments, and similar passive or investment income of Licensee; (vi)
sales by other vendors for which the sales proceeds is not distributed in
whole or in part by the vendor to the Licensee (i.e. sale of a vessel in
which no payment in any manner, including, without limitation, a
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percentage or a commission is paid to the Licensee but rather the sales
proceeds is retained by the Vendor).
j) "Income" shall have the meaning ascribed to it in Section 4C.
k) "License Period" shall mean the period of time from twenty one (21) days
prior to the start to fourteen (14) days after the end of the Boat Show.
1) "Parking Income" shall have the meaning ascribed to it in Section 24.
m) "Percentage Fee" shall have the meaning ascribed to it in Section 7A.
n) "Permitted Uses" shall mean the occupancy and use of the Property for the
following primary and ancillary uses as further defined in Exhibit "F",
which complies with the Miami 21 Zoning Code. Specifically this
involves the presentation of the MIAMI INTERNATIONAL BOAT
SHOW and its affiliated components ("Boat Show").
"Property" shall mean approximately fifteen (15) acres of upland and one
hundred forty seven (147) acres of submerged Iands owned by the City
located at Virginia Key, Miami, Florida, as more particularly described in
Exhibit "A" encompassing the areas surrounding the Marine Stadium and
the City -owned property located on the east side of the Miami -Dade
County Water & Sewer Department (WASD) Treatment plant.
"Security" has the meaning ascribed to it in Section 8.
"Submerged Lands" shall mean the water basin abutting the City -owned
p)
q)
upland portion of Virginia Key, Miami, Florida.
"Submerged Lands Area" shall refer to any demarcated water area, should
they become available, abutting the Property and proposed for commercial
and/or public use by the Licensee and/or its patrons.
s) "Use Fee" shall have the meaning as set forth in Section 7A.
3. Permitted Uses.
Subject to existing zoning and other governmental restrictions and the issuance of
this License, this License authorizes the Licensee to occupy and use the Property for the
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Permitted Uses, as defined in Section 3 hereof.
Licensee shall operate, manage, supervise and administer activities for its use of
the Property as an independent contractor and not as an employee of the City. Licensee
may request written consent from the City Manager or his/her designee to use the
Property for any other use, but shall not be authorized to use the Property for that use
until Lieensee has received the written consent of the City Manager or his/her designee,
which consent may be conditioned or withheld in the sole discretion of the City Manager
or his/her designee.
The Property shall be used and occupied by the Licensee solely for the purposes
of presenting the Boat Show, selling, using or displaying any goods and/or products
related to the Boat Show (such as boats, engines, marine accessories and products that
have a marine application), including those goods, services, products and supplies used
in, or which service, the marine industry and recreational boating on, to, or from the
Property, and to grant to third parties the right to sell, use or display any goods or
products on, to, or from the property (collectively the "Permitted Uses").
Subject to all applicable zoning ordinances, Licensee shall at all times, have the
right to promote, advertise and display within the Property during the Boat Show: (i) the
goods and products and the name and logo of any third party with whom Licensee has
entered into any agreement relating to the sale and use of such products by Licensee on or
from the Property; (ii) the goods and products and the name and logo of any sponsor of
the Show; and (iii) the name and logo of any charity organization with which Licensee is
associated.
All products, displays, goods, and advertisements are permitted, subject to the
approval of the City Manager or designee which approval shall not be unreasonably
withheld. Licensee will provide to the City prior to the occupation of the Property, to be
attached in Exhibit "F" the following: (i) a current listing of the category of goods and
products to be sold, used or displayed on the Property during the Show; and (ii) the current
list of all sponsors of the Show that will be promoted, advertised or displayed on the
Property during the Show respectively. The City Manager has approval, or shall have
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approved such lists prior to the use of the Property. Licensee shall provide to the City at
least thirty (30) days prior to the beginning of the Show, Exhibit "F" of all additional
sponsors of the Show that will be promoted, advertised or displayed on the Property during
the Show. Within five (5) business days from receipt of Licensee's list of sponsors, the City
Manager shall approve or disapprove such list and confirm the terms and conditions of the
City's sponsorship agreements or any other City agreements or applicable law that prevents
Licensee from: i) selling, using or displaying these goods and products; or ii) promoting,
advertising or displaying such sponsors on the Property during the Show. If the City
Manager does not disapprove the list(s) within five (5) business days of receipt of same,
said list will be deemed approved for purposes of this Section 3 of Permitted Uses.
Should the Licensee require the use of the Submerged Lands abutting the Property
for its activities for a water -dependent commercial use, the Licensee shall apply and City
shall, at no cost or expense to the City, assist with any required applications to
TIITFIDEP for a Temporary Use Agreement ("TUA") and Submerged Land Lease for
the benefit of the Licensee. The Licensee shall be required to pay for all costs, fees, and
expenses associated with the application to TIITF/DEP for a pass -through TUA and
Submerged Lands Lease ("DEP Lease") to the City, including but not limited to survey
fees required to identify and demarcate the proposed Submerged Lands Area according to
DEP survey standards, TIITFIDEP back -fees, if any, TUA and Submerged Land Lease
lication fees and annual DEP lease fees. The use of the Submerged Lands Area of the
erty is subject to the approval of TIITFIDEP for a Temporary Use Agreement and/or
Subrr led Lands Lease to the City, as applicant and shall be subject to any restrictions
set fo TIITFIDEP for the use of said Property, as more particularly described in
prospective ;bits "C" attached hereto to be incorporated and made a part hereof
Licensee will be responsible for dock construction within the basin, as well as
securing all required permits necessary for the construction and performing any
mitigation required by permitting agencies. Licensee will also be responsible for the
prompt removal of the dock and any restoration that may be required by the City or
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permitting agencies after the last day of the Boat Show. The City will be responsible for
all site work performed on the upland, and securing the necessary upland permits
(excluding those related to alcoholic beverages).
Licensee will be responsible for cost of all city -related services provided within
the Boat Show footprint and adjacent areas, inclusive of any off -site properties (i.e. Rusty
Pelican, Whiskey Joes etc., et. al.) that are needed or otherwise used to support an event
of this magnitude with regard to off -duty law enforcement, fire -rescue personnel, and
solid waste services to haul away solid -waste on a regular basis from designated garbage
areas (large open -top bins). Licensee will be responsible for hiring a security firm and
janitorial company to provide all necessary personnel to perform customary services.
Licensee will be allowed to secure access to the basin adjacent to the Marine Stadium
during the Show to provide security for vessels at the temporary dock.
4. Manner of Property Use.
Licensee's use of the Property is non-exclusive and Licensee acknowledges and
agrees to abide by the tenns and obligations as set forth in the services to be provided, the
manner of operation, use areas and maintenance and utility obligations, provided
however, the City agrees not to enter into another License or other similar Agreement on
this Property that would interfere with or disrupt Licensee's ability to operate on the
Property and/or the Submerged Lands Area so long as this License is in effect.
No other City lessee or licensee may use space on the property in competition
with the Boat Show during the five (5) days of the Boat Show event.
The Licensee will be allowed to use the property for the purpose of conducting
the Show for a five (5) day period encompassing President's Day Weekend. Admission
by the public to The Boat Show shall be no earlier than 10:00 am and no later than 8:00
pm on the designated Show dates (Thursday through Monday of President's Day
weekend on any given year). Exhibitors and Contractors may enter the Property
beginning at 6:00 am. NMMA Staff will have 24 hour access to Show Property during
the License Period. Licensee will ensure that individuals who have boats docked in the
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various marinas throughout the Property will have full access to their boats before 9:00
am and after 8:15 pm on the days of the Boat Show. Marina customers will have full
access to their boats during all operational hours of the marinas during the Setup and
Takedown periods.
The Licensee will be permitted access to the Property to set up and erect necessary
equipment up to twenty one (21) days before the commencement of the Show. The
Licensee will be permitted access to the Property to remove and take down equipment up
to fourteen (14) days after the final date of the Show. If necessary, additional time may
be provided subject to City Manager approval, which shall not be unreasonably withheld.
If additional time is required by NMMA, NMMA will have to work around any events
that the City may have scheduled to avoid impacting City revenues, or may otherwise
compensate the City for impacted revenues. The City will not unreasonably restrict
access to NMMA for Setup. The Licensee has no right to accessthe Property at any other
time or date.
To the max �R �r ,, xtent possible, deliveries of containers, equipment, vessels, etc.
for the show shall be taken ''o the staging area which is the portion of the Property located
east of the Water and Sewer Department (WASD) Treatment facility. During the Setup
and Takedown periods, freight trucks for pre -shipped items to the staging area will be
restricted to the hours between 8:00 pm and 6:00 am so as to minimize traffic disruptions
on Rickenbacker Causeway. The Licensee will be required to hire off duty law -
enforcement officers as determined by the City to help minimize traffic
disruptions. Containers, equipment, vessels, etc. will be released from the staging area
and moved to the exhibition space area (areas adjacent to the Marine Stadium) in a
manner that does not disrupt traffic on the Rickenbacker Causeway.
A. Reduction of Property Licensed.
Licensee may reduce the Property licensed or needed provided that the City
Manager receives prior written notice no less than twelve (12) months prior to the
event date outlining the reduction in space requested. In the event of such
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conditions are met, the City shall credit the Licensee for all Use Fees that are paid
by subsequent Licensee. Otherwise, Licensee will be responsible for full payment
of all required Use fees.
B. Reduction of Upland Space.
The City may at its sole discretion, reduce the
ovided for the Boat
Show by providing written notice to Licensee no less than twelve (12) months
prior to the event date without penalty to Licensee. To the extent the Boat Show's
upland space is reduced by more than ten percent (10%) around the marine
stadium subject to prior twelve (12) months written notice, the Use Fee will be
reduced proportionately. A reduction of 1 0% or less of upland space around the
marine stadium will have no effect on the Use Fee. Further, to the extent the
reduction of space materially or adversely impacts the ability to conduct the show
because it is more than ten percent (10%) contiguous area around the marine
stadium in the determination of the Licensee, Licensee shall have the ability to
terminate this Agreement without liability to the City by giving notice in the
manner specified in Section 33.
C. Concessions, Food & Beverage, Novelties, Marketing, Private Sector Sales.
Any and all Income received from any Concessions, or any sales at the Boat
Show, whether at the Property or adjacent off -site properties (i.e. Rusty Pelican,
Whiskey Joes, etc.) during the Boat Show dates (including Setup and Takedown
dates), Food & Beverage vendors, novelties, sales percentages, markups or sales
percentages from any restaurant vendors or operators, any marketing sales or any
other p ate sector sales as a result of the Boat Show shall be divided evenly,
fifty percent (50%) to each Licensee and Licensor. Income shall be defined as any
net profits received by the City after any costs incurred are paid including, but not
limited to, payment transaction fees, attendants, and any cost incurred in the sales
are paid at the Property or on Rickenbacker Causeway, any fees due to concession
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operators or concession owners are paid, and any percentage owed to outside third
parties are paid to their respective operators ("Income").
D. Dispensing of Alcoholic and Non-alcoholic Beverages.
The City of Miami reserves the right to restrict alcohol sales in all City owned
properties and/or operated facilities. Subject to the Licensee complying with all
requirements, the City Commission has elected to allow for the sale of alcoholic
beverages in conjunction with the Boat Show. The City of Miami reserves the
right to designate the location of all alcohol vending stations. All required liquor
permits shall be filed with the Cit anager at least ten (10) days before the
commencement of the Boat Show.
i) No glass bottles are allowed to be disp sed.
ii) Alcohol sales to the public on the Property must cease one (1) hour prior
to the end of the event, with the exception of privately hosted events.
e(s), who for purposes of this Section is/are an authorized
agent(s) Li► : ee, are jointly and severally responsible for obtaining all
applicable a co iic beverage permits from the State of Florida Alcohol &
Beverage Department of Business Regulation. In order to obtain a liquor permit,
the Concessionaire must follow the guidelines set forth by the State of Florida and
with complying with all State of Florida Licensing, City Code and Zoning
Ordinance requirements for dispensation of alcoholic beverages. Those steps
include:
i) Providing City with General Liability and Liquor insurance, subject to the
written approval of the City's Risk Manager, whereupon City will provide
a zoning letter
ii) Zoning approval
iii) Department of Revenue approval
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iv) Obtaining license from Department of ATB
v) All taxes, related to the sale of alcoholic beverages, are the responsibility
of the concessionaire.
E. Alcohol Wrist Band Policy.
All concessionaires vending alcoholic beverages in City operated facilities
will be required to use wristbands to identify consumers of legal age. Failure to
comply with this rule, whether by the concessionaire or their representative, may
result in the immediate cancellation of alcohol sales. Concessionaires are required
to provide wristbands. If concessionaire fails to provide wristbands, the bands will
have to be purchased from City afa cost of ten cents ($0.10) per wristband.
F. Legal Requirements
Concessionaires, as a condition precedent t • ' dtng alcoholic beverages,
beer, or wine, must comply with regulatory requirements, all State of Florida,
Miami -Dade County, and City requirements, as set forth in the City of Miami
City Code and Zoning Ordinance(s).
5. Additional Expenses.
Under no circumstances will the City be liable for any costs or expenses incurred
censee under this License or as a result of its operations or related activities beyond
the '6 that are expressly and specifically set forth in this License.
6. Occupancy and Use Period.
There is no stated or expressed term for this License. It has an indefinite term and
may be revoked at the will of the City Manager, for convenience and without cause. The
Effective Date of this License is the execution date of the License by the last of the
Parties and shall continue until Revocation) Cancellation at Will by the City Manager, for
convenience as provided in Paragraph 19 herein, or terminated by the following:
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a) Termination at will, subject to the notice provisions of Section 33 herein
b) Termination due to an assignment as provided in Section 17
c) Termination for cause under Section 19
Not later than one hundred eighty (180) days prior to the use of the Property, the
Licensee shall deliver to the City, for the City Manager's approval, which approval shall
not be unreasonably withheld, a preliminary site plan setting forth the location of
Licensee's installations and equipment on the Property, including, without restriction, the
location of the Licensee's tents, ticket box office, concession and food stands, and vans
("Construction Plan Staging"). Final Site Plan shall be due to the City not later than sixty
(60) days prior to the use of the Property. The City Manager, or his designee, shall
approve or disapprove, which disapproval shall state the reasons within five (5) business
days after its receipt. Once approved by the City Manager in writing to the Licensee, the
Construction Plan. Staging shall be incorporated into and made a part of this Agreement
as Exhibit "D" All vehicles required by the Licensee, its consultants, sub consultants,
contractors, sub- contractors, vendors, and all other users required for the Show shall at
all times during the occupancy period be provided with full uninterrupted access to the
Property and have the right to circulate within the Property.
The Licensee shall maintain access for City of Miami emergency vehicles on the
erty at all times.
The Licensee will be allowed to occupy the property for the purpose of
conducting the Show for a five (5) day period encompassing President's Day Weekend
between February 11, 2016 and February 15, 2016. The Parties will use their best efforts,
subject to the revocation provisions in Section 18 of this License, to conduct subsequent
Shows for future five day periods encompassing President's Day weekends through and
inclusive of President's Day.
Notwithstanding the foregoing the parties agree that, if this License is still in
effect, within five (5) years of the presentation of the first Boat Show, the administrators
of the respective parties will convene a meeting in Miami, Florida to discuss the viability
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of continuing the Boat Show on the Property and, if it is to continue, whether the terms
and conditions applicable to the Boat Show should be modified by agreement of the
parties. At any other time if it is the City's intent to terminate the license agreement, the
City will provide three hundred (300) days written notice.
7. Fees.
A. Use Fee.
In consideration of this License, Licensee shall pay to the City an amount
equal to One Million One Hundred 'Thousand Dollars ($1,100,000.00) ("Use
Fee"), plus fifty percent (50%) of the Income as defined in Section 4C and
Parking Income as defined in Section 24, resulting from any and all food and
beverage concessions and/or parking at the Boat Show or any adjacent off -site
properties ("Percentage Fee") per year, plus State of Florida Sales and Use Tax,
and any similar State or County levies or impositions, payable in the manner set
forth in Section 7(D) below for the use of the Property. Subject to compliance
with applicable laws, approvals and regulations, the Parties shall use their best
efforts for the Boat Show's production on the Property in future years. Should the
Boat Show occur in the future on the Property, the Use Fee shall be increased on
an annual basis by the greater of three percent (3%) or CPI adjustment, whichever
is greater. The Licensee will provide a financial report detailing all the Gross
Receipts, profit and losses, and all related accounting for all food and beverage
concessions which shall be signed and certified to be complete and correct by an
officer of Licensee. Gross Receipts and Concession Income or Income as defined
in Sections 4C and Parking Income as defined in Section 24 may be subject to
audit by the City as described in Section 14. Any intentional misstatement of any
financial reporting, including, but not limited to Gross Receipts, Income and
Parking Income will constitute a default under this Revocable License. Payments
for the Percentage Fee as applicable will become due sixty (60) days after the last
day of the Boat Show.
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B. Boat Show Pre -Payment for City Services.
City expressly reserves the right to require the Licensee to pay for all
estimated expenses, as well as the City of Miami required services, prior to event
load -in. Payment must be remitted no later than seven (7) business days prior to
event load -in, in immediately available funds payable to the City of Miami.
C. Condition of Property/Damage Deposit.
City expressly reserves the rightvllect a damage deposit ("Damage
Deposit") for all Shows and to set the amount of that deposit on a Show -by -Show
basis. City will survey the property for damageswithin five (5) business days
after event and if damage is found, City will advise the promoter of any additional
charges.
Upon execution of
Hundred Thousand Dollar ($1
order, cashier's check, compan
ensee shall furnish the City with a One
eDeposit in the form of a money
eck, or e . At the end of the event or upon
earlier termination of this Agreement, Licensee shall remove from the Property all
tents, equipment and other personal property placed by it on the Property and
return the Property to the City in the same condition in which it was when
Licensee first entered the Property, except for normal wear and tear, damage to
ground surface except as provided for in this paragraph, and any destruction of the
Property occasioned by an event of force majeure (as defined in Section
2(h)above). Notwithstanding the above, before the last day of the License, any
and all materials, objects and/or liquids, fluids, vessels, storage containers, any
Hazardous Materials (as defined in Paragraph 32 below) and/or spills shall be
removed and cleaned, all holes, trenches in the paving shall be filled by Licensee
and any protuberances (such as "speed bumps") made by Licensee shall also be
removed from the paving.
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Before the first day of move in and the day after the last scheduled date of
move out, a duly authorized representative of the City and of Licensee shall
together inspect the Property to evaluate and note the state of the Property. After
the second inspection, both representatives shall establish in writing any repair to
be done by Licensee, the time schedule to perform such work and the inspection
date of such work. In the event repairs or work is requir"` •tp return the Property
to the condition it was prior to Licensee's entry upon it, the amount of the deposit
shall be applied toward the payment of necessary repairs or work. In the event the
amount necessary to repair the damages exceeds the Damage Deposit, Licensee
agrees to pay the balance to the City, upon the City's request. If the City is
satisfied with the return condition of the Property, the City agrees to sign the
release form attached as Schedule "H" hereto. In the event the deposit has not
been entirely used by The City to repair damages to the Property, the balance of
the Damage Deposit shall be reimbursed to Licensee not later than thirty (30)
business days after the termination of the Show.
In the event that Licensee fails to remove any personal property,
equipment and fixtures from the P erty within twenty-four (24) days following
the close of the Boat Show, then s + property shall be deemed abandoned and
thereupon shall become the sole personal property of the City. The City, at its sole
discretion and without 1 iability, shall remove the same and Licensee shall
reimburse the City for all costs associated with such removal and disposal within
(10) business days following such removal.
D. Payment of Use Fee.
see shall pay to the City the Use Fee plus State of Florida Use Tax, if
applica • le, within the time provided in Section 7 for the license in accordance
with the schedule in Exhibit G.
Payments of the Use Fee, as applicable shall be made payable to "City of
Miami" and shall be mailed to 444 S.W. 2'1 Avenue, 3th Floor, Department of
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Real Estate and Asset Management, Miami, Florida 33I30, or such other address
as may be designated in writing from time to time from the City Manager or
his/her authorized designee.
8. Security Deposit.
Simultaneously with the execution of this License, the Licensee shall deposit with
City a Security Deposit in the amount of Twenty Five Thousand Dollars ($25,000.00) as
guarantee for the full and faithful performance by Licensee of all obligations of Licensee
under this License or in connection with this License ("Security").
If Licensee is in violation beyond any applicable notice or cure period, the City
may use, apply or retain all or any part of the Security for the payment of (i) any fee or
other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum
expended by City on Licensee's behalf in accordance with the provisions of this License,
or (iii) any sum which City may expend or be required to expend as a result of Licensee's
violation, Should the City use, apply or retain all or any part of the Security, Licensee
shall reimburse the amount used, applied or retained within thirty (30) days of the City's
application of the Security. The use, application or retention of the Security or any
portion thereof by the City shall not prevent the City from exercising any other right or
remedy provided for under this License or at law and shall not limit any recovery to
which the City may be entitled otherwise.
Provided Licensee is not in violation of this License, the Security or balance
thereof, as the case may be, shall be returned to Licensee not later than ten (10) business
days after the end of the Boat Show or upon the date after which Licensee has vacated the
Property in the same condition or better as existed on the Effective Date, ordinary wear
and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee,
the City shall be completely relieved of liability with respect to the Security. Licensee
shall not be entitled to receive any interest on the Security. As this is a License, the
Parties stipulate that Chapter 83, Florida Statutes, does not apply to the Security and this
is NOT a Landlord/Tenant Agreement.
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9. Annual and Other Submerged Lands Fees.
Should the Licensee apply for a TUA and Submerged Land Lease for the benefit
of the Licensee, Licensee shall be obligated to pay an Annual Submerged Lands Fee as
determined by TIITF/DEP in consideration for the commercial use of the Submerged
Lands abutting the Property ("Annual Submerged Lands Fee"). The Annual Submerged
Lands Fee shall be due and payable within ten (10) business days of Licensee's receipt of
invoice. Unless otherwise instructed by TIITF/DEP, said fee shall be payable by the
Licensee to the City, and the City shall forward said fee to TIITFIDEP. If remitted to the
City, Licensee agrees to remit the Annual Submerged Lands Fee to the City's Department
of Real Estate and Asset Management ("DREAM"), 444 SW god Avenue, Miami, FL.
33130, Attention: DREAM, within ten (10) business days of being billed by the City for
the same. Licensee shall furthe
TIITF/DEP any and all docume
include, but is not limited to, disclos
Lands Area.
10. Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall
pay to the City a returned check fee (the "Returned Check Fee") based on the following
schedule:
Returned Arno t Returned Check Fee
$00.01 - $50.00 $20.00
$50.01 - $300.00 $30.00
$300.01 - $800.00 $40.00
OVER $800 5% of the returned amount.
gated to submit to the City for remittance to the
rts required by TIITFIDEP which may
m wet slips for the Submerged
Such Returned Check Fee shall constitute additional fees due and payable to the
City by Licensee, upon the date of payment of the delinquent payment referenced above.
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Acceptance of such Returned Check Fee by the City shall not, constitute a waiver of
Licensee's violations with respect to such overdue amount nor prevent the City from the
pursuit of any remedy to which the City may otherwise be entitled. In the event the City
must institute a civil suit to collect a returned check, the City shall be entitled to recover a
reasonable attorney's fee as provided by Florida Statutes.
11. Late Payments.
:
Licensee hereby acknowledges that late payniejnt of
Licensee to the City of the Use Fee and other sums due hereunder
uted charges by the
l ause the City to
incur costs not contemplated by this License, the exact amount o
extremely difficult to ascertain. Accordingly, if any installment of the U
chi will be
ee or any
other undisputed sum due from Licensee shall not be received by the City within fifteen
(15) days after the date on which such undisputed sum is due; Licensee shall pay to the
City a late charge equal to five percent (5%) of such overdue amount. The Parties
hereby agree that such late charge represents a fair and reasonable estimate of the costs
the City will incur by reason of late payment by Licensee. Acceptance of such late
charge by the City shall not constitute a waiver of the Licensee's default with respect to
such overdue amount, nor prevent the Cit m exercising any of its other rights and
remedies granted hereunder or at law or in equity. The terms of this Section shall not
a ply to any charges which are the subject of a good faith dispute which are promptly
overted in writing setting forth all pertinent details .by the party seeking to avoid
Promptly shall mean within five (5) business days of the due date.
Any amount not paid to the City within fifteen (15) days after the date on which
such amount :; d e shall bear interest at the rate of Eleven and One Half Percent
(11.50%) per num from its due date. Payment of such interest shall not excuse or
cure any default by Licensee under this License.
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12. Utilities.
Licensee shall pay for all utilities and services, including but not limited to,
electricity, water, storm water fees, gas, telephone, telecommunications, garbage and
sewage disposal used by Licensee during its occupancy of the Property as well as all
costs for installation of any necessary lines and equipment. City, at its sole cost, shall
upgrade and install all utilities and separate utility meters required onsite. Licensee, for
its use, shall be billed by the City for all such utility services used during the event. In
the event that the City is billed for any utility or service that is a result of Licensee's use
of the Property, the Licensee shall reimburse such amount to the City within ten (10)
business days of notification of the City's receipt of said bill.
The City, acting by and through its City Manager, reserves the right to interrupt,
curtail or suspend the provision of any utility service, including but not limited to,
heating, ventilating and air conditioning systems and equipment serving the Property, to
which Licensee may be entitled hereunder, when necessary by reason of accident or
emergency, or for repairs, alterations or improvements in the judgment of the City
Manager desirable or necessary to be made or due to difficulty in obtaining supplies or
labor, or for any other cause beyond the reasonable control of the City. The work of such
repairs, alterations or improvements shall be prosecuted with reasonable diligence.
The City shall in no respect be liable for any failure of the utility companies or
governmental authorities to supply utility service to Licensee or for any limitation of
supply resulting from governmental orders or directives. Licensee shall not claim any
damages by reason of the City's or other individual's interruption, curtailment or
suspension of a utility service, nor shall the Revocable License or any of Licensee's
obligations hereunder be affected or reduced thereby.
13. Taxes.
If Property were to become taxable, Licensee will pay it's proportionate share of
taxes for the number of days of the event, calculated on a full calendar year of three
hundred and sixty five (365) days.
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Licensee will be responsible for payment of sales and use taxes, parking surcharges and
similar governmental impositions or levies.
14. Sales Records.
All records and accounts including invoices, sales slips, bank statements or
duplicate deposit slips, and all other supporting records, shall be available for inspection
and audit by the City and its duly authorized agentOt representatives during business
hours, and shall be maintained in accordance with generally accepted accounting
principles. The Licensee shall keep and preserve, or cause to be kept and preserved, said
records for not less than thirty six (36) months after the termination of this License. For
the same period of time, Licensee shall also retain copies of all sales and tax returns
covering its operations at the Property, in its local office of operations, and any other
governmental tax or other returns, which show the Licensee's reasonable sales therein,
and shall, upon demand, deliver photographic or scanned copies thereof to the City at no
cost.
The Licensee will cooperate with a City's internal auditors and/or such other
auditors designated by the City in order to 'tate the City's examination of records and
accounts. If such examination of records and accounts shall disclose a liability for
itional Use Fees in excess of the Use Fees theretofore paid by the Licensee for the
period in question, the Licensee shall promptly pay such additional Use Fees. If such
examination of records and accounts shall disclose an overpayment of the Use Fees
theretofore paid, the City shall promptly credit the excess to the Licensee, However,
upon the cancellation or termination of this License, and provided Licensee is not in
violation of this License, if such overpayment has not been fully credited by the City, the
City shall pay the Licensee the balance of the outstanding overpayment within thirty (30)
days of such cancellation or termination.
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15. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and
effect throughout the term of this License, at its sole expense, all licenses, authorizations
and permits that are necessary for Licensee to conduct its Boat Show commercial
activities.
Licensee shall be responsible for paying the cost of said app ps and obtaining said
licenses, authorizations and permits.
A. Vendor Regulations.
The Licensee's lay -out for all food and exhibition areas'-bst be developed in
cooperation with the City of Miami Fire Rescue Department to set all pplicable
life -safety requirements. There can be no deviation from this plan. Without
exception, the Licensee shall fill out and deliver to the City Event Coordinator a
complete layout of vendors. This layout is to be delivered seven (7) business days
prior to the start of the Show.
1) NOTE: Certain vendor equipment (i.e. freezers, refrigerators, blenders,
etc.) often require special electrical power needs. Vendors may be required to
provide their own generators). Please contact the City's Special Events
Coordinator at least seven (7) business days prior to the event if vendors will be
using equipment that requires electrical power in excess of standard household
current (110 volt/ 16 amps).
4.
2) All food preparation areas require a tent. Subject to City Event
-Coordinator approval, food carts and self-contained concession stands do not
require a tent. Two (2) 10 Ib. ABC fire extinguishers are required at each food
vendor location. If hot grease or oil is used in food preparation, one (1) 10 lb.
40BC fire extinguisher is required. The vendor/promoter is responsible for
providing all fire extinguishers. All extinguishers will be checked by the Fire
Marshal.
3) If cooking oils or grease are used, all waste products must be disposed of
in permitted grease traps/containers or in metal containers provided by the City.
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Metal bins are available for charcoal disposal. Do not dispose of used charcoal on
the grass. Place all trash in the barrels provided. Additional trash bags are
available upon request. At the close of the event, please leave the full bags behind
your location.
4) Do not use frayed or unsafe extension cords.
5) Storage vehicles must be removed from the Property no later than two
hours prior to the scheduled start of the event. All vendors are responsible for
parking their vehicles off -site. Due to space restrictions, there is no vendor
parking on the property.
6) Each vendor shall display a current occupational license with valid
signature. Such license shall be visible and clean. Each vendor shall also display
food products, vendor's name, and phone number.
7) The Florida Department of Business and Professional Regulation
("DBPR") will have inspectors on -site to collect a temporary license fee. If you
are an owner or employee of a licensed, permanent restaurant you may be exempt
from this fee. You must provide a copy of the license to the DBPR inspector in
order to receive this exemption. All promoters are responsible for contacting the
DBPR regarding vending regulations and license fees.
8) City will regularly inspect vendor areas for compliance, Failure to comply
will result in loss of damage deposit. Continuing failure to comply will result in
permanent termination of the right to vend in all City facilities.
B. Location Releases.
The City will execute and provide to Licensee, forthwith upon demand by
Licensee and without any fee or charge to Licensee, all "location releases" and
similar authorizations as may be required from time to time by Licensee in order to
allow audiovisual television or film producers to film the Property or any Show to be
performed on the Property.
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16. This License Confers No Exclusive Possession of the Property.
This License confers no exclusive possession of the Property, provided however,
the City agrees not to enter into another License or any other similar Agreement on this
Property that would interfere with Licensee's ability to operate for the Permitted Uses
on the Property and/or the Submerged Lands Area so long as this License is in effect.
This will not be construed to prevent the Licensee from restricting access to the Boat
Show. The Licensee cannot exclude the City from the Property.
The City agrees not to use or Permit others to use the Property and facilities under
the control of the City during the License Period except as mutually agreed by the City
and Licensee.
Licensee acquires no exclusive right to use the facilities other than the operation
of the demised Property during the term of this License.
This License solely authorizes Licensee to the temporary use of the Property for
the limited purposes set forth herein and for no other purpose. The Parties hereby agree
that the provisions of this License do not constitute a lease. The rights of Licensee
hereunder are not those of a tenant, but are a mere personal privilege to do certain acts of
a temporary character on the Property and to use the Property, subject to the terms of this
License. The City retains dominion, possession and control of the Property. Therefore,
no le :};.._ t in the Property is conferred upon Licensee under the provisions hereof.
Licensee doe
d shall not claim at any time any interest or estate of any kind or
extent whatsoever In the Property by virtue of this License or its use of the Property
hereunder. Additionally, Licensee does not and shall not claim at any time any interest or
estate of any kind or extent whatsoever in the Property by virtue of any expenditure of
funds by the Licensee for improvements, construction, repairs, partitions, or alterations to
the Property which may be authorized by the City Manager or his/her designee.
17. This License is Not Assignable..
The City has relied on the extensive and unique reputation and experience of
Licensee in granting this License. The License is personal to the Licensee. Licensee shall
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not sell or assign this License or any part thereof to any other party. The License granted
by this License is personal to the Licensee. Any assignment of this License contrary to
the foregoing provision, whether voluntary or involuntary, shall be void and shall confer
no right upon such assignee, shall constitute a default under this License, and shall result
in an automatic revocation of the License and the immediate forfeiture of the rights of
Licensee hereunder.
18. Cancellation / Revocation -at —Will by the City Manage ` "_tbout Cause.
The City Manager may cancel or revoke this License w' to cause that is for
convenience, at any time, with written courtesy notice of the City M. } to Licensee,
giving not less than three hundred (300) days prior written notice of the re .cation to the
Licensee. Such notice should be given in the manner specified by Section 33. This
License that is granted to the Licensee is revocable -at -will by the City, through its City
Manager, without the consent of the Licensee, in accordance with this License being by
express understanding of the parties a Revocable at Will License.
A. Ancillary Expenses.
One -hundred percent (100%) of ancillary expenses must be paid seven (7)
days prior to the event opening date, Any overage will be refunded to the
Licensee within thirty (30) days of event closing, or shall be applied to the overall
fee paid by Licensee to the City. Ancillary expenses include, but are not limited
to, electrical, mechanical, plumbing, utility, telecommunications and/or
information technology, salary costs to any third party vendor or personnel
supplier, labor costs including any tax or burden costs, equipment rental and any
other services provided by the City or its subcontractors. The Licensee shall
provide detailed event estimates and projections as early as possible in order for
cost projections to be prepared.
B. Final Settlement.
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Following the close of the Boat Show, the City shall invoice the Licensee for
the balance of all unpaid fees, invoice, and or expenses. The undisputed portion of
said invoice shall be due and payable within thirty (30) days of receipt of final
billing. After the thirty (30) days, interest on the undisputed unpaid balance shall
accrue at the rate of eleven and one half percent (11.50%) per month.
C. Advanced Fees.
Any advance fees listed in Exhibit G paid by Licensee are non-refundable,
unless expressly stated otherwise in this
19. Termination for Cause.
Each party agrees to abide by each and e erm and condition of this License.
If either party materially breaches the terms, restric or conditions of this License,
then the nonbreaching party shall give the breaching p enty (20) days written
notice within which to cease such violation or correct such deficiencies. Upon the
breaching party's failure to do so, the nonbreaching party may cancel this License upon
giving ten (10) days written notice to the breaching party and thereafter the License shall
be deemed automatically canceled without the necessity for further action by the
nonbreaching party.
Termination for caus shall include, without limitation, any one of the following
acts or omissions:
(a) Failure to pay any payment or any portion thereof within ten (10) days of
due date;
(b) Failure to carry insurance as required in this License
(c) Any other event which the City Manager deems to be a material default;
(d) Failure to comply with the terms and conditions of this license which are
material or substantial in nature
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Notwithstanding this provision or any other provision in this License, this License
extended to the Licensee is revocable -at -will by the City, through its City Manager,
without the consent of the Licensee.
20. Hotel Room Blocks for the Boat Show
Recognizing that forty percent (40%) of Miami Internat%•dij3oat Show attendees
come from outside the State of Florida, it is critical to the success of the Boat Show that
there be sufficient appropriate hotel rooms available during the License Period. The City
agrees to use its reasonable efforts to encourage the Miami hotel community to provide
significant room blocks to the Licensee or its agent.
21.. Improvements, Alterations, Additions, or Replacements.
As a further condition of the use of the Property, the City has agreed to make
certain improvements to the Property as more particularly described in Exhibit "D"
attached hereto ("Improvements") and shall implement such improvements according to
the time -schedule provided therein. The City is making improvements to the Property in
an amount not to exceed Sixteen Million Dollars ($16,000,000). The Improvements made
by the City are part of the City's vision to improve Virginia Key and enhance its features,
benefits, and accessibility usage in general.
Licensee will be erecting or constructing temporary improvements for the Boat
Show separate and apart from the City's Improvemments. Licensee shall coordinate all
temporary improvements with the City, and shall work with the City to coordinate said
temporary improvements. Except in the event of an emergency, Licensee shall not make
any other additional repairs or alterations required or permitted to be performed by
Licensee unless and until Licensee shall have caused plans and specifications therefore to
be prepared, at Licensee's sole expense, by an architect or other duly qualified person and
shall have obtained the approval of the City Manager or his/her designee, which approval
may be conditioned or withheld for any or no reason whatsoever. In the event of an
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emergency, Licensee may reasonably proceed to perform such repair work and shall
immediately notify the City of such work.
The Licensee shall submit to the City all plans and specifications for the
temporary improvements or any additional repairs or alterations for the Boat Show. The
Licensee shall be solely responsible for applying and acquiring all necessary permits,
including but not limited to, building permits. The Licensee she'll- be responsible for all
costs associated with any temporary improvements and/or alterations including, but not
limited to, design, construction, installation, and permitting costs.
The temporary improvements and all alterations must comply with all statutes,
laws, ordinances and regulations of the State of Florida, Miami -Dade County, the City of
Miami and any other agency that may have jurisdiction over the Property as they
presently exist and as they may be amended hereafter. By the installation of any
alteration, addition or replacement, the City shall not be excluded from the Property.
22. Ownership of Improvements.
As of the Effective Date and throughout the use period, all buildings and
Improvements thereon shall be vested in the City, including all Improvements described
in Exhibit D. Furthermore, title to the Improvements and any and all the Improvements
and all alterations made in or to the Property, whether or not by or at the expense of
Licensee, shall, unless otherwise provided by written agreement, immediately upon their
completion, become the property of the City and shall remain and be surrendered with the
Property. It is understood that the Licensee shall clearly identify, by written agreement
stated above in this section, and as noted in Section 21, all the temporary improvements
that Licensee will be allowed to remove.
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23. Reasonable Efforts.
For purposes of this License, the Parties shall make good faith efforts, subject to
the revocation provisions in Section 18 of this License, to assist and facilitate future
productions of this Boat Show to take place on the Property.
24. Parking
The City, or its agent, will make reasonable efforts to provide any available pre-
paid parking for the event at Virginia Key Beach ail(' on City owned property located on
the east side of the Water & Sewer Department ("WASD") Treatment plant, and
potentially other areas in the vicinity of the Show. TheVity will provide a shuttle, van or
similar service between this parking and the Boat Shti !, for all parking customers.
However, since parking is limited, the Licensee agrees to provide sufficient parking
locations outside of Virginia Key with adequate shuttle service so that the majority of
patrons can be shuttled in to minimize traffic disruptions on the Rickenbacker Causeway.
The Licensee agrees to heavily promote the use of the of site parking.
The Parking Income received from all parking operations on Virginia Key and other
areas in the vicinity of the Show operated by the City for the Boat Show shall be defined
as Income received by the City after any costs incurred are paid (including, but not
limited to, payment transaction fees, parking attendants, and off -duty law enforcement
which may be needed to manage traffic operations at the Property or on Rickenbacker
Causeway), any fees due to concession operators or concession owners are paid, and any
percentage owed to outside third parties are paid to their respective operators ("Parking
Income"). All Parking Income received from parking operations shall be split evenly,
fifty percent (50%) to each; Licensee and Licensor.
25. Off -Site Agreements
The City agrees to make reasonable efforts to develop agreements with lease tenants on
City -owned property on Virginia Key for use by the Licensee during the Show. If
successfully agreed to by both parties, these agreements will be included as Exhibits to
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this agreement. Net revenues from these agreements will be shared by the City and
Licensee as outlined in Section 4C.
26. Liens.
The Licensee shall not knowingly suffer or permit any liens to be filed against
the title to the Property by any reason whatsoever, including but not limited to, work,
labor, services or materials supplied to the Licensee yone having a right to
possession of the Property as a result of an agreement with o out the consent of the
Licensee or Internal Revenue Service (IRS). Nothing in this Li =-,. hall be construed
as constituting the consent or request of the City, expressed or impli + .y inference or
otherwise, to any contractor, subcontractor, laborer or materialman for tli' . ormance
of any labor or the furnishing of any materials, for any specific work on the Property
nor as giving the Licensee the tight, power or authority to contract for or permit the
rendering of any services or the furnishing of any materials that would give rise to the
filing of any construction liens against the City's interest in the Property. If any liens
shall at any time be filed against tlt Property, the Licensee shall cause it to be
discharged of record within thirty (30) days after the date that it has notice of its filing.
If the Licensee shall fail to discharge a lien within that period, then in addition to
any other right or remedy, the City may, but shall not be obligated to, discharge the lien
ei by paying the amount claimed to be due or by procuring the discharge of the lien
deposit in court or bonding. The City shall be entitled, if it so elects, to compel the
prs semtion of any action for the foreclosure of the construction lien by the lienor and to
pay th unt of the judgment, if any, in favor of the lienor with interest, costs and
allowances 'with the understanding that all amounts paid by the City shall be repaid to
the City by the/Licensee immediately upon rendition of any invoice or bill. The
Licensee shall not be required to pay or discharge any construction hen so long as the
Licensee shall in good faith proceed to contest the lien by appropriate proceedings and
if the Licensee shall have given notice in writing to the City of its intention to contest
the validity of the lien and shall furnish reasonably satisfactory evidence that funds are
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or will be available to pay the amount of the contested lien claim with all interest on it
and costs and expenses, including reasonable attorneys' fees to be incurred in
connection with it. The City shall be entitled to pay the lien or compel the prosecution
of any action with respect thereto during any time that the Licensee is contesting such
lien.
27. City Access to Property.
The City and its authorized representative(s) shall at all times have access to the
Property. The City will maintain a complete set of keys to the Property. Licensee, at its
sole cost and expense, may duplicate or change key locks to the Property but not until
first receiving written approval from the Director for such work. In the event Licensee
changes key locks as approved by the Director, Licensee, at its sole cost and expense,
must also provide to the City a copy or copies of said keys, if more than one copy is
required.
The City shall have access to and entry into the Property at any time to (a) inspect
the Property, (b) to perform any obligations of Licensee hereunder which Licensee has
failed to perform after written notice thereof to Licensee, Licensee not having cured such
matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the
terms and provisions of this License and all applicable laws, ordinances, rules and
regulations, (d) to show the Property, to prospective purchasers, tenants or others, and (e)
for other purposes as may be deemed necessary by the City Manager or his/her
authorized designee in the furtherance of the City's corporate purpose; provided,
however, that City shall make a diligent effort to provide at least 24-hours advance notice
and Licensee shall have the right to have one or more of its representatives or employees
present during the time of any such entry. The City shall not be liable for any loss, cost
or damage to the Licensee by reason of the exercise by the City of the right of entry
described herein for the purposes listed above. The making of periodic inspections or the
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whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed
under this License.
28. Safety.
Licensee will allow City inspectors, agents or representatives the ability to
monitor its compliance with safety precautions as required by federal, state or local laws,
rules, regulations and ordinances. By performing these inspections, the City, its agents, or
representatives are not assuming any liability by virtue of these laws, rules, regulations
and ordinances. Licensee shall have no recourse . against the City, its agents, or
representatives from the occurrence, non-occurrence or esult of such inspection(s). Upon
issuance of a notice to proceed, the Licensee shall contact the Risk Management
Department to schedule the inspection(s).
29. No Claim to Assets or Rights of Licensee.
By entering into this License, none of the Parties are granted any assets, rights,
titles or interest to the other's assets, rights, title or interests, except as otherwise set forth
in this License.
.ti
30. Indemnification.
Licensee shall indemnify, defend at its own cost and expense and hold harmless
the City and its officials, employees and agents (collectively referred to as
"indemnitees") and each of them from and against all loss, costs, penalties, fines,
damages, claims, expenses (including attorney's fees) or liabilities (collectively referred
to as "Liabilities") by reason of any injury to or death of any person or damage to or
destruction or loss of any property arising out of, resulting from, or in connection with (i)
the performance or non-performance of the services contemplated by this License which
is or is alleged to be directly or indirectly caused, in whole or in part, by any act,
omission, default or negligence (whether active or passive) of Licensee or its employees,
agents or subcontractors (collectively referred to as "Licensee"), regardless of whether
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such Liabilities are, or are alleged to be directly or indirectly caused, in whole or part
(whether joint, concurrent or contributing) by any act, omission, default or negligence
(whether active or passive) of the Indemnitees, or any of them or (il) the failure of the
Licensee to comply with any of the Sections herein or the failure of the Licensee to
conform to applicable statutes, ordinances, permits, or other regulations or requirements
of any governmental authority, federal or state, in connection with the performance of
this License, Licensee expressly agrees to indemnify and hold harmless the Indemnitees,
or any of them, from and against all liabilities which'may be asserted by an employee or
former employee of Licensee, or any of its subcontractors, as provided above, for which
the Licensee's liability to such employee or former employee would otherwise be limited
to payments under state Workers' Compensation, Jones Act, Longshoreman's Act, or
similar laws.
31. Insurance.
Licensee, at its sole cost, shall obtain and maintain in full force and effect, at all
times, throughout the period of this License, the insurance coverage as set forth in Exhibit
"E" attached hereto and made a part here
32. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the
property, improvements, fixtures and/or equipment belonging to or rented by Licensee,
their officers, agents, or employees, invitees or patrons occurring in or about the Property
that may be stolen, destroyed, or in any way damaged, including, without limitation, fire,
flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from
or into any part of the Property, or from the breakage, leakage, obstruction or other
defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures of the Property, or from a hurricane or any act of God or any act of negligence of
any user of the facilities or occupants of the Property or any person whomsoever whether
such damage or injury results from conditions arising upon the Property or upon other
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portions of the Property or from other sources. Licensee indemnifies the City, its officers,
agents and employees from and against any and all such claims in accordance with the
provisions of Section 30 herein.
Licensee further acknowledges that as lawful consideration for being granted the
right to utilize and occupy the Property, Licensee, on behalf of itself, its agents,
contractors, concessionaires, invitees, and employees, does hereby release from any legal
liability the City, its officers, agents and employees, from any and all claims for injury,
death or property damage resulting from Licensee's use of the Property.
Licensee, at its sole cost and expense, at all times and in all respects comply with
all federal, state and local laws, statutes, ordinances and regulations, rules, rulings,
policies, orders, administrative actions and administrative orders, including, without
limitation, any Hazardous Material Laws ("Hazardous Materials Laws") relating to
industrial hygiene, environmental protection or the use, storage, disposal or transportation
of any flammable explosives, toxic substances or other hazardous, contaminated or
polluting materials, substances or wastes, including, without limitation, any "Hazardous
Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances, under
any such laws, ordinances or regulations (collectively "Hazardous Materials"). The
Licensee shall, at its sole cost and expense, procure, maintain in effect, and comply with
all conditions of any and all permits, agreements and other governmental and regulatory
approvals relating to the presence of Hazardous Materials within, on, under or about the
Property, including any upland or submerged land, required for the Licensee's use, or
storage of, any Hazardous Materials in or about the Property in conformity with all
applicable Hazardous Materials Laws and prudent industry practices regarding
management of such Hazardous Materials. Upon revocation of this License, the Licensee
shall, at its sole cost and expense, cause all Hazardous Materials, including their storage
devices, placed, or inadvertently released, in or about the Property, in, on, or around any
upland or submerged land, by the Licensee or at the Licensee's direction, to be removed
from the Property and transported for use, storage or disposal in accordance and
compliance with all applicable Hazardous Materials Laws. The City acknowledges that it
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is not the intent of this Paragraph to prohibit the Licensee from operating in the Property
for the uses described in the Section of this Agreement entitled "Purpose'. The Licensee
may operate according to the custom of the industry so long as the use or presence of
Hazardous Materials is strictly and properly monitored, and/or mitigated according to,
and in compliance with, all applicable governmental requirements. The requirements of
this Section of the License Agreement shall survive the expiration or termination of this
Agreement.
33. Notices.
All notices or other communications, which shall or may be given pursuant to this
License, shall be in writing and shall be delivered by h telecopy, or registered mail
addressed to the other party at the address indicated herein. Such notice shall be deemed
given on the day on which hand delivered; faxed or, if by mail, on the fifth day after
being posted or the date of actual receipt, whichever is earlier.
If to City of Mia
With a copy to:
If to Licensee:
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City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
Director
Department of Real Estate and Asset
Management
City of Miami
444 SW 2nd Avenue, ri Floor
Miami, Florida 33130
National Marine Manufacturers Association,
Inc.
9050 Pines Boulevard
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With a copy to:
Pembroke Pines, FL. 33024
Attention: Cathy Rick -Joule
National Marine Manufacturers Association
231 S. LaSalle St., Suite #2050
Chicago, IL 60604
Attn: Ben Wold, Executive Vice President
Craig Boskey, vrr Vice President, &
CFO
Jonathan
Howe & Htrtton, L
20 N. Wacker Dr., Su `g00
Chicago, IL 60606
34. Advertising.
Licensee shall not permit any signs or advertising matter to be placed upon the
exterior of the Property without having first obtained the approval of the Director or
his/her designee, which approval may be reasonably withheld, at his sole discretion.
Licensee shall, at its sole cost and expense, install, provide, maintain such sign,
decoration, advertising matter or other things as may be permitted hereunder in good
condition and repair at all times. Licensee, must further obtain approval from all
governmental authorities having jurisdiction, and must comply with all applicable
requirements set forth in the Sign Regulations in the City of Miami Code and Zoning
Ordinance and the Miami -Dade County Sign Code, as applicable. Upon the cancellation
of this License, Licensee shall, at its sole cost and expense, remove any sign, decoration,
advertising matter or other thing permitted hereunder from the Property. If any part of
the Property is in any way damaged by the removal of such items, said damage shall be
repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any
damage caused to the Property within ten (10) days after receipt of written notice from
the City directing the required repairs, the City shall cause the Property to be repaired at
the sole cost and expense of Licensee. Licensee shall pay the City the full cost of such
repairs within ten (10) business days of receipt of an invoice indicating the cost of such
required repairs.
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Licensee hereby understands and agrees that the City may, at its sole discretion,
erect or place upon the Property an appropriate sign indicating City's having issued this
License.
35. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to
City contracts and all documents, records and reports maintained and generated pursuant
to this License, pursuant to the provisions of Chapter 119, Florida Statutes, as amended,
including compliance with the provisions of Section 119.0701, Florida Statutes, entitled
"Contracts; public records" and agrees to allow access by the City and the public to all
documents subject to disclosure under applicable law.
36. Compliance with Laws.
Licensee andlor its authorized agents agree to comply with all applicable laws,
codes (including, but not limited to, the Florida Building .ode as it may be amended),
ordinances and regulations enacted or promulgated by federal, state, county, and city
government including the provisions of the Charter and Code of the City. Licensee andlor
its authorized agents shall also comply with reasonable directives of the City Manager.
37. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City (Miami City Code
Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.)
and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully
comply in all respects with the terms of said laws and any future amendments thereto.
Licensee further covenants that no person or entity under its employ, presently
exercising any functions or responsibilities in connection with this License, has any
personal financial interests, direct or indirect, with the City. Licensee further covenants
that, in the performance of this License, no person or entity having such conflicting
interest shall knowingly be utilized in respect to services provided hereunder. Any such
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conflict of interest(s) on the part of Licensee, its employees or associated persons, or
entities must be disclosed in writing to the City.
38. Nondiscrimination.
Licensee represents and warrants to the City that Licensee does not and will not
engage in discriminatory practices and that there shall be no discrimination in connection
with Licensee's use of the Property on account of race, color, sex, religion, age, handicap,
marital status or national origin.
39. No Discrimination in Hiring.
In the performance of this License or any extensionthereof, Licensee and/or its
authorized agents shall not discriminate against any employee or applicant for
employment because of age, sex, sexual orientation, race, color, religion, familial status,
ancestry or national origin. Licensee and/or its authorized agents will take affirmative
action to insure that minority applicants are employed and that employees are fairly
treated during employment without regard to their age, sex, sexual orientation, race,
color, religion, familial status, ancestry, or national origin. Such action shall include, but
not be limited to, the following. employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation.
40. Americans With Disability Act.
Licensee shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or
services funded by the City including Titles I and II of the ADA (regarding
nondiscrimination on the basis of disability) and all applicable regulations, guidelines and
standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination
in employment of disabled persons.
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41. Compliance with Environmental Laws.
Licensee represents and warrants that during the use period, it will not use or
employ the Property, or any other City -owned property, to handle, transport, store or
dispose of any hazardous waste or substances and that it will not conduct any activity at
the Property or City -owned property in violation of any applicable Environmental
Laws.
42. Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons whex osed to it
over time. Levels of radon that exceed federal and state guidelines have r`een found in
buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
43. Time of Essence.
It is expressly agreed by the Parties hereto that time is of the essence with respect
to this License. If the final day of any period falls on a weekend or legal holiday, then
the final day of said period or the date o erformance shall be extended to the next
business day thereafter.
Waiver.
y waiver by either party or any breach by either party of any one or more of the
covenan : Conditions or provisions of this License shall not be construed to be a waiver
of any subs a','� . +r other breach of the same or any covenant, condition or provision of
this License, a shall any failure on the part of the City to require or exact full and
complete compliance by Licensee with any of the covenants, conditions or provisions of
this License be construed as in any manner changing the terms hereof to prevent the City
from enforcing in full the provisions hereto, nor shall the terms of this License be
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changed or altered in any manner whatsoever other than by written License of the City
and Licensee.
45. Litigation.
Any dispute herein shall be resolved in the courts of Miami -Dade County,
Florida. The Parties shall attempt to mediate any dispute without litigation. However,
this is not intended to establish mediation as a condition precedent before pursuing
specific performance, equitable or injunctive relief.
46. Attorney(s)' Fees.
In the event it becomes necessary to
I proceedings to enforce or
interpret the provisions of this License, each phall bear its own attorneys' fees
through all trial and appellate levels.
47. Waiver of Jury Trial.
The Parties hereby knowingly, irrevocably, voluntarily and intentionally waive
any right either may have to a trial by jury in respect of any action, proceeding or
counterclaim based on this License, or arising out of, under or in connection with this
License or any amendment or modification of this License, or any other agreement
executed by and between the, Parties in connection with this License, or any course of
conduct, course of dealing, statements (whether verbal or written) or actions of any party
hereto. This waiver of jury trial provision is a material inducement for the City and
Licensee entering into the subject transaction.
48. Third Party Beneficiary.
This License is solely for the benefit of the Parties hereto and no third party shall
be entitled to claim or enforce any rights hereunder.
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49. No Partnership.
Nothing contained herein shall make, or be construed to make any party a
principal, agent, partner, affiliate, or joint venture of the other.
50. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed and/or delivered by the Parties, the Parties each agree to perform, execute
and/or deliver or cause to be performed, executed and/or delivered any and all such
further acts, deeds and assurances as may be necessary to consummate the transactions
contemplated hereby.
51. Amendments.
No alterations, amendments or modifications hereof shall be valid unless executed
by an instrument in writing by the Parties with the same formality as this License.
Neither this License, nor any term hereof, can be changed, modified, or abandoned, in
whole or in part, except by an instrument in writing, and no subsequent oral agreement
shall have any validity whatsoever. The City Manager is hereby authorized to execute
non -substantive amendments to this License without the necessity of further action by the
City Commission.
No Interpretation against Draftsmen.
The Parties agree that no provision of this License shall be construed against any
particular party and each party shall be deemed to have drafted this License.
53. Severae` 'ty and Savings Clause.
It is the express intent of the Parties that this License constitutes a license and not
a lease. To further this intent, the Parties agree as follows: (i) if any provision of this
License, or the application thereof to any circumstance, suggest that a Iease, rather than a
license, has been created, then such provision shall be interpreted in the light most
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favorable to the creation of a license and (ii) if any provision of this License, or the
application thereof to any circumstance, is determined by a court of competent
jurisdiction to have created a lease rather than a license, then such provision shall be
stricken and, to the fullest extent possible, the remaining provisions of this License shall
not be affected thereby and shall continue to operate and remain in full force and effect.
With regard to those provisions which do not affect the Parties intent for this
License, should any provision, section, paragraph, sentence, word or phrase contained in
this License be determined by a court of competent jurisdiction to be invalid, illegal or
otherwise unenforceable under the laws of the State of Florida or the City of Miami, such
provision, section, paragraph, sentence, word or phrase shall be deemed modified to the
extent necessary in order to conform with such laws, or if not modifiable, then same shall
be deemed severable, and in either event, the remaining teens and provisions of this
License shall remain unmodified full force and effect or limitation of its use.
54. Invalidity.
In the event that any non -material provisio this License shall be held to be
invalid for any reason, such invalidity shall not affect the remaining portions of this
License and the same shall remain in full force and effect.
55. Headings.
Title and section headings are for convenient reference and are not a part of this
License..
/r
56. Entire: icetts
This Linse represents the entire understanding between the Parties hereto as to
the subject matter hereof, and supersedes all prior written oral negotiations,
representations, warranties, statements or agreements between the Parties hereto as to the
same. There are no promises, terms and conditions, or obligations other than those
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contained herein, and no party has relied upon the statements or promises of the
representatives of any party hereto.
57. Authority.
Each of the Parties hereto acknowledges it is duly authorized to enter into this
License and that the signatories below are duly authorized to execute this License in their
respective behalf.
58. Limited Protection Clause
The City agrees that it will not license any portion of the Property to any competing
event for the period commencing (30) days before Licensee's first show day and concluding
(30) days after Licensee's last show day (the " Limited Protection Period"). A "competing
event" is hereby defined as an event which has thirty percent (30%) or more of the total
number of exhibitors/booths in the event showing/selling product lines the same as or
substantially similar to the product lines in the Licensee's event; provided however, that as
how that is open to the public shall never be deemed a competing event with a show open
only to the trade, and vice versa. The determination of whether or not an event is a
"competing event" shall be based upon the product lines in the proposed event's prior
shows, and shall be made by the City Manager or Director.
59. Final Balance.
Any Final Balance of the Use Fees, costs and charges which are the
responsibility of the Licensee shall be due upon completion of event and payable at
scheduled settlement with Finance Department.
60. Responsibility for Damage.
If the Property, or any portion thereof, or any structure attached thereto, or any
equipment, fixture, or other item contained shall be destroyed, damaged, marred, altered,
or physically changed during the term in any manner whatsoever, then Licensee shall be
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responsible.
61. Copyrights, Trademarks.
All federal, state, and local laws and/or regulations related to copyright,
trademarks, etc., must be complied with by the Licensee and all exhibitors selling such
items on the Property. Further, the Licensee agrees to save and completely hold harmless
the City of Miami, and to pay all costs related to any violation of the above. City
acknowledges that Licensee owns various trademarks, including but not limited to
"National Marine Manufacturers Association," "NMMA," "Discover Boating, "Miami
International Boat Show" and related logos ("the NMMA Marks"). City agrees not to
take any action inconsistent with Licensee's ownership of the NMMA Marks.
62. Merchandise.
Nothing provided in this Section shall prevent Licensee from selling show related
merchandise and/or booth giveaways. Such sales not considered to be in competition
with City's concession contractor(s) on the Property at the time this License is executed.
63. Use of Machinery.
Licensee has consent of the City Manager or Director to operate any engine or
motor or machinery on the Property or use gasoline, propane, or diesel for mechanical or
other purposes. All decorative materials must be flameproof before the same will be
allowed in the buildings and should have written verification of such flameproof
treatment,
64. Licensee's Employees and Agents.
Licensee will furnish any technicians, stagehands, ticket sellers, ticket takers,
ushers, security guards, or any other auxiliary personnel at its own cost.
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65. Emergency Powers to Vacate Property.
The City Manager may extinguish all lights in the Property, cease operation of
the air conditioning system, terminate service of any other utilities upon the Property,
order evacuation of all or any portion of the premises, or cause to be removed there from
any person or group of persons, any materials, equipment or other items if, in his
judgment, circumstances of a dangerous or unusual nature have occurred, or he
reasonably believes are about to occur, and such action sary to secure the safety
and welfare of persons and/or property, and Licens .ght and/or claim for
damages against the City , its agents or servants, in such e entualit
66. City Manager's Discretion.
Any matter not expressly provided for herein shall be within the reasonable discretion of
the City Manager. The City Man i11 when possible and ultimately at its discretion,
consults with Licensee.
IN WITNESS WHEREOF, t ' ° arties h =R'o have caused this License to be
duly executed and delivered by their resptive officers and hereunto duly authorized as
of the date first above written.
LICENSEE:
NATIONAL MARINE
MANUFACTURERS
ASSOCIATION Inc., a Delaware
not for profit corporation, authorized
to transact business under the laws of
the State of Florida.
By: By:
Signature
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Signature of President
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Print Name
By:
Signature
Print Name
Attest:
Corporate Secretary
Corporate Seal
Print Name of President
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ATTEST:
CITY OF MIAMI,
a municipal corporation of the
State of Florida
Todd B. Hannon Daniel J. Alfonso,
City Clerk City Manager
APPROVED AS TO INSURANCE REQUIREMENTS:
Ann -Marie Sharpe, Director
of Risk Management
APPROVED AS TO LEGAL FORM AND CORRECTNESS:
Victoria Mendez
City Attorney
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COMPOSITE EXHIBIT "A"
LEGAL DESCRIPTION (UPLANDS)
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OCUMENT,
BOUNDARY SURVEY
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MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016
I I I 61 k
• e, dy
Id moos
'MAIN
=.111 r
I .11 1111111.1""M
0
IIMWIPFElil i'vaki 117/11•00=11/1=r,
A-1
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THE INFORMATION PROVIDED ARE BASED ON THE BEST AVAILABLE INFORMATION AND SHOULD BY CONSIDERED APRORIMATE
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EXHIBIT "B"
PROPOSED SUBMERGED LANDS AREA
(SURVEY SHALL BE INCORPORATED AS AN EXHIBIT TO THE LICENSE IF AND
WHEN USE OF THE SUBMERGED LAND IS REQUIRED BY LICENSEE)
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EXHIBIT "C"
TEMPORARY USE AGREEMENT ("TUA")
SUBMERGED LANDS AREA
(THE TUA SHALL BE INCORPORATED AS AN EXHIBIT TO THE LICENSE IF USE OF
THE SUBMERGED LAND IS REQUIRED BY LICENSEE AND UPON EXECUTION OF A
TUA BETWEEN THE CITY AND TIITF/DEP
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EXHIBIT "D"
SCHEDULE OF INITIAL CITY IMPROVEMENTS
CITY TO PROVIDE
LIST OF IMPROVEMENTS ESTIMATED COST COMPLETION DATE
Florida Power and Light $
Water and Sewer Utilities $
AT&T Utilities $
Solid Surface $
Broadband Internet Service $
Construction drawings and schedule of completion t ` be appended to this Agreement.
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EXHIBIT "E"
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -
REVOCABLE LICENSE AGREEMENT NMMA/BOAT SHOW AGREEMENT
Commercial General Liability (Primary and Non Ciei abutory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence ""` $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $1,000,000
Personal and Advertising Injury ,. $1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
Contingent Liability & Contractual
Premises/Operations Liability
Il. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto, Owned, or Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident
Endorsements Required
City of Miami listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
$ 1,000,000
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
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IV. Umbrella Policy (Excess Follow Form including liquor)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 10,000,000
Aggregate $ 10,000,000
City of Miami listed as an additional insured
V. Marine Operator's Legal Liability and
Protection and Indemnity Liability
City of Miami listed as an additional insured
VI. Excess Marine Operators Legal Liability and.
Protection and Indemnity
Jones Act, if applicable
Each Occurrence/Policy Aggregate
City of Miami listed as an additional insured
VII. Liquor Liability
VIII. Hull and Machinery
$1,000,000
$10,000,000
$1,000,000
per declared value
The above policies shall provide the City of Miami with written notice of cancellation in
accordance with policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class X" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and for certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.
The City reserves the right to request copies of all insurance policies associated with this
agreement, including, but not limited to all policy endorsements, and any and all coverage
information.
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EXHIBIT "F"
PERMITTED USES, GOODS, PRODUCTS & EXHIBITOR CATEGORIES
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EXHIBIT "G"
USE FEE PAYMENT SCHEDULE
Licensee shall pay to the City the Use Fee plus State of Florida use tax according to the
following schedule:
A) Upon commencement of the Effective Date of this License: $250,000.00
B) August 1: $250,000.00
C) February 1: Use Fee balance
of By March 31, Licensee will provide a final report on the t e % of Concessions plus
State of Florida use tax, if applicable, fir the license to° operky and indicate any
balance due to the City or balance refundable to the L nsee+ +alance due the City
or refund due the Licensee shall be paid by April 30. Cit` to pay ° ' arking net.
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THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
EXHIBIT "H"
DAMAGE DEPOSIT RELEASE FORM
57
SUBSTITUTED
NATIONAL M.
REVOCABLE LICENSE
ISSUED BY.T:
CITY OF MIAI\
0
MANUFACTURER'S ASSOCIATION
("NMMA")
F A PORTION OF PROPERTY
LOCATEDAT VIRGINIA KEY UPLAND AND SUBMERGED
LANDS
MIAMI, FLORIDA
SUBSTITUTED
the public and o
over 4
South Florida
REVOCABLE LICENSE
This Revocable License ("License") is entered this day of
2015, ("Effective Date") by and between the City of Miami, a municipal corporation of
the State of Florida (the "City"), and National Marine Manufacturer's Association Inc.
("Licensee"), a Delaware not -for -profit corporation with its principal place of business
at 231 South LaSalle Street, Suite 2050, Chicago, Illinois 60604.
, c
RECITALS;
3`
WHEREAS, the City is the owner of the al "property Virginia Key that
includes the upland and submerged lands collectively the ("Property"); and
WHEREAS, the licensee �is engaged in the business of presenting both national
and international boat show events, representir g more than one thousand four hundred
Y .
(1,400) companies involved in variousrproductions used -by recreational boaters, and is
dedicated to creating, pronoting, and protecting a se and productive envirorunent in
which its members can achieve financial success through excellence in manufacturing,
selling and servicing their customers; and
S, the Licensee desires to use a portion of the Property to present to
the M mr International Boat Show ("Boat Show"); and
WHEREAS',he Boat Show will celebrate its 75111 anniversary in 2016 and for
ars has bee produced in Miami; and
IBoat Show generates over $600,000,000 in economic benefit to
ear; and
WHEREAS 1,500 businesses that call Miami home depend upon the Boat
Show, and Florida businesses sell more than $300,000,000 of product at the Boat Show;
and
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WHEREAS the Boat Show is the premiere gathering place for more than
100,000 boaters, 50% of whom travel to the Boat Show from outside Florida and 10%
of whom travel from outside the United States; and
WHEREAS an estimated 45,000 workers prepare the Boat Show to unveil the
latest and most innovative new boating products; and
WHEREAS the Boat Show fills 200,000 hotel roomghts; and
WHEREAS the Boat Show provides the equivalent of 6,500 full time jobs;
WHEREAS, the City and Licensee ("the Parties"y desire andtend to enter into a
Revocable License for the use of a portion oC V Y ii'a Key upland and submerged
lands, Miami, Florida; and
WHEREAS, this License is not assigna
WHEREAS, this License is revocable at -will -by the City Manager and without
the consent of the Licensee pursuant to the notice provisions of Section 18 herein as
applicable; and
WHEREAS, this License do nottrfer an interest, a right to use for any
general purpose,
including an
*hold in
WHERE
ght to exclt e the City, from any right in real property,
st in real property owned by the City; and
nse does not convey, confer or transfer a right to use any
real property for any gpurp�s e �d
WHEREAS, this
nse does not convey, confer or transfer any right to
exclude the City from''any real, property; and
-WHEREAS; this License permits only certain, enumerated, specific and listed
permitted uses and donot permit anything further; and
WHEREAS;the Parties jointly and voluntarily stipulate as to the accuracy of
these recitals;
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the Parties hereby agree as follows:
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1. Recitals.
The foregoing recitals are hereby incorporated and made a part of this License.
2. Definitions.
a) "City Manager" is the City Manager for the City of Miami.
b) "City" shall mean the City of Miami, a Florida municipal corporation, for
purposes of this License in day to day decisions the City shall mean the
"City Manager," unless a different City body,.or official is specifically
designated in this Agreement.
c) "Board of Trustees for Internal Improvements Trust land" (hereinafter
4.
"TIITF") shall refer to the stab
administers these state owned land
State of Florida Dez
d) "DEP" shall mean
Protection, which is thogove
of state-owned submerge'+
g)
"Director"
Real Estate an
"Effective Dateo
st of the Parties.
amental Laws" means all applicable requirements of federal, state
"Erie
ent of Environ
owns state-owned lands and
ugh its administrative agency, the
tal Protection ("DEP").
partment of Environmental
overseeing the administration
'ands on behalf of TIITF.
Y?
gall mean the `rector of the City of Miami's Department of
ent.
is -License is the date of execution of the License by
Asset Mana
and lord=environmental, public health and safety laws, regulations, orders,
pennies licenses, approvals, ordinances and directives, including but not
d to, all applicable requirements of: the Clean Air Act; the Clean
eater Act; the Resource Conservation and Recovery Act, as amended by
the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking
Water Act; the Comprehensive Environmental Response, Compensation
and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act of 1986; the Occupational Health and Safety Act; the
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Toxic Substances Control Act; the Pollutant Discharge Prevention and
Control Act; the Water Resources Restoration and Preservation Act; the
Florida Air and Water Pollution Control Act; the Florida Safe Drinking
Water Act; and the Florida Environmental Reorganization Act of 1975.
h) "Force Majeure" means an event whereby the Property, or any portion
thereof, shall be destroyed or damaged, as aresult of any event beyond
human control, including but not limite acts of national security,
national emergency acts of God, war, act ®= threats of terrorism,
Government regulation, strikes (other than s of Licensee's
employees), fire or other natural calamity, disorder, c= disobedience,
curtailment of transportation facilities oriseivice, or any o rrence which
makes it inadvisable, illegal, or impossible for Licensee to perform its
obligations under t 'cense.
i) "Gross Receipts" sh me 1 revenue received by the Licensee derived
directly from busines oper.t a ted,on consummated initiated or
concluded on or at the Property, including business made or performed by
Bans of maritime vessels or mechanical or other vending devices,
whether such sales shall be credit or cash sales or otherwise. Gross
Receipts_ shall be reduced by: (i) cash or credit refunds for returned
erchandisc; ovided said amounts had been previously included as part
of Receipts;" (ii) amount of any sales or excise tax levied upon any
sales, rentals and/or services rendered and payable to the appropriate
gove ental authority; (iii) exchanges of merchandise between different
tons of Licensee; (iv) gratuities paid to employees; and (v) interest
earned on Licensee's deposit accounts, earnings or profits on Licensee's
investments, and similar passive or investment income of Licensee; (vi)
sales by other vendors for which the sales proceeds is not distributed in
whole or in part by the vendor to the Licensee (i.e. sale of a vessel in
which no payment in any manner, including, without limitation, a
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percentage or a commission is paid to the Licensee but rather the sales
proceeds is retained by the Vendor).
j) "Income" shall have the meaning ascribed to it in Section 4C.
k) "License Period" shall mean the period of time from twenty one (21) days
prior to the start to fourteen (14) days after the end of the Boat Show.
1) "Parking Income" shall have the meaning ascribcd`to it in Section 24.
m) "Percentage Fee" shall have the meaning ascribed to it in Section 7A.
n) "Permitted Uses" shall mean the occupancy and use of the Property for the
following primary and ancillarynses-tas further defined in Exhibit "F",
which complies with the i, mi 21 ,Zoning Code Specifically this
involves the presentation o MIA INTERNATIONAL BOAT
SHOW and its affiliated components ("Boat Show").
o) "Property" shall mean approximately "' ty three (23) acres of upland
fr n
and twenty six (26) acres of submerged landwned by the City located at
Virginia Key, Miami, .Florida,, as more particularly described in Exhibit
q)
)1,
Walt
Water&
"Securiy� has
< bmnerge
upland portion
assing the leas surrounding the Marine Stadium and the
operty located on the east side of the Miami -Dade County
Sewer Department (NASD) Treatment plant.
the iriAO* ascribed to it in Section 8.
nds" shall mean the water basin abutting the City -owned
Virginia Key, Miami, Florida.
"Subnnerged Lands Area" shall refer to any demarcated water area, should
they become available, abutting the Property and proposed for commercial
and/or public use by the Licensee and/or its patrons.
s) "Use Fee" shall have the meaning as set forth in Section 7A.
3. Permitted Uses.
Subject to existing zoning and other governmental restrictions and the issuance of
this License, this License authorizes the Licensee to occupy and use the Property for the
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Permitted Uses, as defined in Section 3 hereof.
Licensee shall operate, manage, supervise and administer activities for its use of
the Property as an independent contractor and not as an employee of the City. Licensee
may request written consent from the City Manager or his/her designee to use the
Property for any other use, but shall not be authorized to use the Property for that use
until Licensee has received the written consent of the City Manager or his/her designee,
which consent may be conditioned or withheld in the sole discretion of the City Manager
or his/her designee.
The Property shall be used and occupiedy 11 e Licensee so
of presenting the Boat Show, selling, using] or displaying any goo
for the purposes
s and/oar products
related to the Boat Show (such as boats, engines, marine accessories and6products that
have a marine application), including those goods, services, products and supplies used
in, or which service, the marine'-ndt stry and recreational boating on, to, or from the
Property, and to grant to third p
products on, to, or from the property
ht to sell. use or display any goods or
Witted Uses").
Subject to all applicable zoning Ordinances, icensee shall at all times, have the
right to promadvertise and display within the Property during the Boat Show: (i) the
y-%
goods and produce and the, name and logo of any third party with whom Licensee has
entered into any agree m cnt relating to the sale and use of such products by Licensee on or
from the Propertfgoods and products and the name and logo of any sponsor of
how; and (iii) the name an logo of any charity organization with which Licensee is
associated.
oducts, 'displays, goods, and advertisements are permitted, subject to the
approval of t „ ityManager or designee which approval shall not be unreasonably
withheld. Licgrtsee will provide to the City prior to the occupation of the Property, to be
attached in Exhibit "F" the following: (i) a current listing of the category of goods and
products to be sold, used or displayed on the Property during the Show; and (ii) the current
list of all sponsors of the Show that will be promoted, advertised or displayed on the
Property during the Show respectively. The City Manager has approval, or shall have
6
SUBSTITUTED
approved such lists prior to the use of the Property. Licensee shall provide to the City at
least thirty (30) days prior to the beginning of the Show, Exhibit "F" of all additional
sponsors of the Show that will be promoted, advertised or displayed on the Property during
the Show. Within five (5) business days from receipt of Licensee's list of sponsors, the City
Manager shall approve or disapprove such list and confine the terns and conditions of the
City's sponsorship agreements or any other City agreements o applicable law that prevents
Licensee from: i) selling, using or displaying these good roducts; or ii) promoting,
advertising or displaying such sponsors on the Prop=may dun g the Show. If the City
Manager does not disapprove the list(s) within ve(5) business day of receipt of same,
said list will be deemed approved for purposes f this Section 3 of Pennid Uses.,
Should the Licensee require the use of the°Submerged Lands abutting the Property
for its activities for a water -dependent commercial use, the Licensee shall apply and City
shall, at no cost or expense t City, assist with any required applications to
TIITF/DEP for a Temporary Use 4 `greeinent ("TUA") and Submerged Land Lease for
the benefit of the Licensee. The Licensee shall" q ire to pay for all costs, fees, and
expenses associated th- the applicatiOn TIITFa P for a pass -through TUA and
Submerged I ants Lease ("DEP Lease") `io the City, including but not limited to survey
fees required to deity and iemarcate the pr posed Submerged Lands Area according to
DEP . ,: st ndards TIITF/DEP%back-fees, if any, TUA and Submerged Land Lease
ication ccs and annual DEP lease fees. The use of the Submerged Lands Area of the
erty is subject he approval of TIITF/DEP for a Temporary Use Agreement and/or
Submerged Lands Lease to the City, as applicant and shall be subject to any restrictions
set forth' y }TIITF/DEP for the use of said Property, as more particularly described in
prospective Exhibits "C" attached hereto to be incorporated and made a part hereof.
Licensee will be responsible for dock construction within the basin, as well as
securing all required permits necessary for the construction and performing any
mitigation required by permitting agencies. Licensee will also be responsible for the
prompt removal of the dock and any restoration that may be required by the City or
7
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permitting agencies after the last day of the Boat Show. The City will be responsible for
all site work performed on the upland, and securing the necessary upland permits
(excluding those related to alcoholic beverages).
Licensee will be responsible for cost of all city -related services provided within
the Boat Show footprint and adjacent areas, inclusive of any off -site properties (i.e. Rusty
Pelican, Whiskey Joes etc., et. al.) that are needed or otherwise used to support an event
of this magnitude with regard to off -duty law enforcement; fire -rescue personnel, and
solid waste services to haul away solid -waste on a rein -tar bast om designated garbage
areas (large open -top bins). Licensee will be responsible for hiring a.. security firm and
janitorial company to provide all necessaryTersonnel to perform customary services.
i.acent to the ine Stadium
Licensee will be allowed to secure access to
during the Show to provide security for vessels at temporary dock.
4. Manner of Property Use.
Licensee's use of the Propert
agrees to abide b
manner of op
however, the Cit
this Propert
Property and
xc lusivc and Licensee acknowledges and
s and obligati; s as set forth` in the services to be provided, the
areas and i intenance and utility obligations, provided
o enter into another License or other similar Agreement on
r disrupt Licensee's ability to operate on the
Lands Area so long as this License is in effect.,
No other Csty"lessee o censee may use space on the property in competition
with the Boat Show d .ing the five (5) days of the Boat Show event.
The'Licensee will be allowed to use the property for the purpose of conducting
the Show for a five (5) day period encompassing President's Day Weekend. Admission
fn
by the public to The Boat Show shall be no earlier than 10:00 am and no later than 8:00
pm on the designated Show dates (Thursday through Monday of President's Day
weekend on any given year). Exhibitors and Contractors may enter the Property
beginning at 6:00 am. NMMA Staff will have 24 hour access to Show Property during
the License Period. Licensee will ensure that individuals who have boats docked in the
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various marinas throughout the Property will have full access to their boats before 9:00
am and after 8:15 pm on the days of the Boat Show. Marina customers will have full
access to their boats during all operational hours of the marinas during the Setup and
Takedown periods.
The Licensee will be permitted access to the Property to set up and erect necessary
equipment up to twenty one (21) days before the commencement of the Show. The
Licensee will be permitted access to the Property to r, ove and take down equipment up
to fourteen (14) days after the final date of the Show necessary, additional time may
be provided subject to City Manager approval, which shall not be unreasonably withheld.
If additional time is required by NMMATMMA will have to work aro- any events
that the City may have scheduled to avoid impacting City revenues, or may otherwise
compensate the City for impacted revenues. The City will not unreasonably restrict
access to NMMA for Setup. The L has no right to access' the Property at any other
time or date.
To the maxim um extent possible, deliveries of containers, equipment, vessels, etc.
for the show shall be taken to the staging" ea which is the portion of the Property located
east of the Water and Sewer Department ? LSD) Treatment facility. During the Setup
and Takedown pe o ; s, freight tc 1 r pre -shipped items to the staging area will be
rest cte "a rs between 8:00 pm and 6:00 am so as to minimize traffic disruptions
na Rickenbacker useway. Licensee will be required to hire off -duty law-
en
en
disrup
and moved
manner that do
ement officers;
Contamet
as determined by the City to help minimize traffic
equipment, vessels, etc. will be released from the staging area
the, .exhibition space area (areas adjacent to the Marine Stadium) in a
of disrupt traffic on the Rickenbacker Causeway.
A. Reduction of Property Licensed.
Licensee may reduce the Property licensed or needed provided that the City
Manager receives prior written notice no less than twelve (12) months prior to the
event date outlining the reduction in space requested and is allowed to release,
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SUBSTITUTED
relicense, remarket, and or provide the space for another user willing to pay or
generate the same or higher Use Fee. In the event of such conditions are met, the
City shall credit the Licensee for all Use Fees that are paid by subsequent
Licensee. Otherwise, Licensee will be responsible for full payment of all required
Use fees.
B. Reduction of Upland Space.
The City may at its sole discretion, reduce, the space provided for the Boat
Show by providing written notice to Licensee no less thane elve (12) months
prior to the event date without penalty to Licensee. To the exteBoat Show's
upland space is reduced by more than ten percent (10%) aroude the marine
ritten notice, the Use Fee will be
stadium subject to prior twelve (12) matit
reduced proportionately. Areduction of 10%or'less of upland space around the
marine stadium will have no `effect on the Use Fee. Further, to the extent the
reduction of space materially ar adversely irnpacts,the ability to conduct the show
because it is more than ten percent (10 /o)contiguous area around the marine
stadium in the determination of to Licensee, Licensee shall have the ability to
terminate this Agreement without
. panne r specified,
ibility to the City by giving notice in the
C. Conces S Food`'Beverage, Novelties, Marketing, Private Sector Sales.
Any and all Income received from any Concessions, or any sales at the Boat
whethet the Property or adjacent off -site properties (i.e. Rusty Pelican,
WhiSl4 etc.) during the Boat Show dates (including Setup and Takedown
dates),„Food & Beverage vendors, novelties, sales percentages, markups or sales
percentages from any restaurant vendors or operators, any marketing sales or any
other private sector sales as a result of the Boat Show shall be divided evenly,
fifty percent (50%) to each Licensee and Licensor. Income shall be defined as any
net profits received by the City after any costs incurred are paid including, but not
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limited to, payment transaction fees, attendants, and any cost incurred in the sales
are paid at the Property or on Rickenbacker Causeway, any fees due to concession
operators or concession owners are paid, and any percentage owed to outside third
parties are paid to their respective operators ("Income").
D. Dispensing of Alcoholic and Non-alcoholic Beverages.
The City of Miami reserves the right to restrict alcohol sales in all City owned
properties and/or operated facilities. Subject the Licensee complying with all
requirements, the City Commission has e to allow for the sale of alcoholic
beverages in conjunction with the at Show The City of Miami reserves the
right to designate the location of all al o of vent stations. All equired liquor
permits shall be filed with the City Maim at least ten (10) days before the
commencement of the Boat Show.
i) No glass bottles are allowed sed1
ii) Alcohols s to the publ)on the Property must cease one (1) hour prior
e event, with the exception of privately hosted events.
onaire(s),� purposes w �� � ' ur oses of this Section is/are an authorized
agent(' he Licensee, are jointly and severally responsible for obtaining all
applicable a coholic bevera e permits from the State of Florida Alcohol &
pP g
A Beverage Deptment`of Business Regulation. In order to obtain a liquor permit,
hConcessionaire must follow the guidelines set forth by the State of Florida and
with complying with all State of Florida Licensing, City Code and Zoning
Ordinance requirements for dispensation of alcoholic beverages. Those steps
include:
i) Providing City with General Liability and Liquor insurance, subject to the
written approval of the City's Risk Manager, whereupon City will provide
a zoning letter
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ii) Zoning approval
iii) Department of Revenue approval
iv) Obtaining license from Department of ATB
v) All taxes, related to the sale of alcoholic beverages, are the responsibility
of the concessionaire.
E. Alcohol Wrist Band Policy.
All concessionaires vending alcoholic b
will be required to use wristbands to identify consumers "o
ty operated facilities
gal age. Failure to
comply with this rule, whether by the, concessionaire or their rc
result in the immediate cancellation o
ghol s
to provide wristbands. If concessionaire fa%
have to be purchased from City at a cost of ten
F. Legal Requirements
s. Concessionai
provide wristbands, the bands will
s ($0.10) per wristband.
enttive, may
are required
Concessionaires, as a condition precede to vending alcoholic beverages,
beer, or wine, mnust comply wittwegulatory requirements, all State of Florida,
Miami -Da
City Code an
AdditionaP
Under no circa
ount , and City reqty
Ling Ordinance(
inents, as
set forth in the City of Miami
stances will the City be liable for any costs or expenses incurred
by License under. thi ,icense or as a result of its operations or related activities beyond
those that are=expres siy and specifically set forth in this License.
6. Occupancy and Use Period.
There is no stated or expressed term for this License. It has an indefinite term and
may be revoked at the will of the City Manager, for convenience and without cause. The
Effective Date of this License is the execution date of the License by the last of the
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Parties and shall continue until Revocation/ Cancellation at Will by the City Manager, for
convenience as provided in Paragraph 19 herein, or terminated by the following:
a) Termination at will, subject to the notice provisions of Section 33 herein
b) Termination due to an assignment as provided in Section 17
c) Termination for cause under Section 19
Not later than one hundred eighty (180) days pri the use of the Property, the
Licensee shall deliver to the City, for the City Manag's app , which approval shall
not be unreasonably withheld, a preliminary site plan setting the location of
Licensee's installations and equipment on the Property, including, wi restriction, the
location of the Licensee's tents, ticket box office, concession and food s2 s, and vans
("Construction Plan Staging"). Final Site Plan sha lib"'due to the City not later than sixty
(60) days prior to the use of t- roperty. The Ci ,Manager, or his designee, shall
approve or disapprove, which disa ® all state thereaons within five (5) business
days after its receipt. Once approveagerrin writing to the Licensee, the
Construction Plan
as Exhibit "D"'All
contractors, sub-
all time during the
erty an
The License
Proat all times.
Ong shall be inc p rated intomod made a part of this Agreement
vehicles- required by,,lhe Licensee, its consultants, sub consultants,
tractors, vendors, and % other users required for the Show shall at
o, }pan y period ted access to the provided with full uninterrupted P
circulate within the Property.
;hall maintain access for City of Miami emergency vehicles on the
Licenseewill be allowed to occupy the property for the purpose . of
conducting the Show for a five (5) day period encompassing President's Day Weekend
between Februy 11, 2016 and February 15, 2016. The Parties will use their best efforts,
subject to the revocation provisions in Section 18 of this License, to conduct subsequent
Shows for future five day periods encompassing President's Day weekends through and
inclusive of President's Day.
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he Boat, Show or any adjacent off -site
Notwithstanding the foregoing the parties agree that, if this License is still in
effect, within five (5) years of the presentation of the first Boat Show, the administrators
of the respective parties will convene a meeting in Miami, Florida to discuss the viability
of continuing the Boat Show on the Property and, if it is to continue, whether the terms
and conditions applicable to the Boat Show should be modified by agreement of the
parties. At any other time if it is the City's intent to terminate tie"""license agreement, the
City will provide three hundred (300) days written notic
7. Fees.
A. Use Fee.
In consideration of this License Lioensem gall pay to the pity an amount
i
equal to One Million One Hundred Th1o� d Dollars ($1,100,000.00) ("Use
Fee"), plus fifty percent"(50%) of the Inco-as defined in Section 4C and
Parking Income as defined in Se 24, resultin om any and all food and
beverage concessions and/or parkin
ntage Fee") pe year, plus State of Florida Sales and Use Tax,
or County tekies or impositions, payable in the manner set
n 7(D) below for the use of the Property. Subject to compliance
s. apprt va d regulations, the Parties shall use their best
efforts for tie Boy w's production on the Property in future years. Should the
Boat Show cur in tt future on the Property, the Use Fee shall be increased on
n annual basis the greater of three percent (3%) or CPI adjustment, whichever
is greater. The Licensee will provide a financial report detailing all the Gross
Recel ts, profit and losses, and all related accounting for all food and beverage
concessions which shall be signed and certified to be complete and correct by an
officer of Licensee. Gross Receipts and Concession Income or Income as defined
in Sections 4C and Parking Income as defined in Section 24 may be subject to
audit by'the City as described in Section 14. Any intentional misstatement of any
financial reporting, including, but not limited to Gross Receipts, Income and
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Parking Income will constitute a default under this Revocable License. Payments
for the Percentage Fee as applicable will become due sixty (60) days after the last
day of the Boat Show.
B. Boat Show Pre -Payment for City Services.
City expressly reserves the right to require the licensee to pay for all
estimated expenses, as well as the City of Miamirec ired services, prior to event
load -in. Payment must be remitted no later thdn seve business days prior to
event load -in, in immediately available funds payable to th ty of Miami.
C. Condition of Property/Dage Deposit.
City expressly reserves the right
collect a damage deposit ("Damage
Deposit") for all Shows and to set the amount-0 f that deposit on a Show -by -Show
basis. City will survey the pro -
after event and if damage is found,
charges.
for damages within five (5) business days
vise the promoter of any additional
=�L on execution of License Licensee shall furnish the City with a One
Hundred Thousand.Dollar ($100,000,00) Damage Deposit in the form of a money
shiers: check, company check, or cash. At the end of the event or upon
earlier ®' ation ofth s Agreement, Licensee shall remove from the Property all
tents, equip ..:,at and t r personal propertyPlaced by it on the Property and
turn the Pro ® erty to the City in the same condition in which it was when
Li ensee first :entered the Property, except for normal wear and tear, damage to
ground -surface except as provided for in this paragraph, and any destruction of the
Property occasioned by an event of force majeure (as defined in Section
2(h)above). However, before the last day of the License, any and all materials,
objects and/or liquids, fluids, vessels, storage containers, and/or spills shall be
removed and cleaned, all holes, trenches in the paving shall be filled by Licensee
15
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and any protuberances (such as "speed bumps") made by Licensee shall also be
removed from the paving.
satisfied with the return
release form attached as Sc
been entirely used by The Cit
Before the first day of move in and the day after the last scheduled date of
move out, a duly authorized representative of the City and of Licensee shall
together inspect the Property to evaluate and note the stale of the Property. After
the second inspection, both representatives shall es . + ish in riting any repair to
be done by Licensee, the time schedule to perf work and the inspection
date of such work. In the event repairs or wor s requir return the Property
to the condition it was prior to Licensee's entryupon it, the a, nt of the deposit
shall be applied toward the payment o`f necessary repairs or work. the event the
amount necessary to repair the damag xce d t1e Damage Deposit, Licensee
agrees to pay the balance to the City, up ° he City's request. If the City is
n of the Prop et x the City agrees to sign the
ereto. In the event the deposit has not
to the Property, the balance of
the Dame " p„ shall be r ` : bursed toy Licensee not later than thirty (30)
busi
equ
the close
the terminationf the Show.
fails to remove any personal property,
from the Property within twenty-four (24) days following
then said property shall be deemed abandoned and
thereupon shall:becomt the sole personal property of the City. The City, at its sole
cretion and without liability, shall remove the same and Licensee shall
refill arse the -City for all costs associated with such removal and disposal within
ten (10 Insiness days following such removal.
D.
Payment of Use Fee.
Licensee shall pay to the City the Use Fee plus State of Florida Use Tax, if
applicable, within the time provided in Section 7 for the license in accordance
with the schedule in Exhibit G.
16
SUBSTITUTED
may use, apply or retain all or any pa
other sum of money which Licensee
expended by City,
or (iii) any sib w rich Ci
violation. Should the Ci
shall reirbursc the a
application o
fit used, ap
nsee's behalf
Payments of the Use Fee, as applicable shall be made payable to "City of
Miami" and shall be mailed to 444 S.W. 2nd Avenue, 3t11 Floor, Department of
Real Estate and Asset Management, Miami, Florida 33130, or such other address
as may be designated in writing from time to time from the City Manager or
his/her authorized designee.
8. Security Deposit.
Simultaneously with the execution of this License, the Lice he shall deposit with
City a Security Deposit in the amount of' Twenty Five housand Dollars ($25,000.00) as
guarantee for the full and faithful performance 1zy Lice Hof all obligati c of Licensee
under this License or in connection with this License (Security").
If Licensee is in violation beyond any applicably: notice or cure period, the City
e Security for. tlze-payment of (i) any fee or
o pay -but did not pay, (ii) any sum
accordance with the provisions of this License,
ay expend o4be required to expend as a result of Licensee's
e, apply or retain all or any part of the Security, Licensee
or retained within thirty (30) days of the City's
The use, application or retention of the Security or any
ion thereof by tie, City shalt not prevent the City from exercising any other right or
remedy provided for >der this License or at law and shall not limit any recovery to
which the City may blentitled otherwise.
Prove
censee is not in violation of this License, the Security or balance
thereof, as the.case may be, shall be returned to Licensee not later than ten (10) business
days after the end of the Boat Show or upon the date after which Licensee has vacated the
Property in the same condition or better as existed on the Effective Date, ordinary wear
and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee,
the City shall be completely relieved of liability with respect to the Security. Licensee
17
SUBSTITUTED
shall not be entitled to receive any interest on the Security. As this is a License, the
Parties stipulate that Chapter 83, Florida Statutes, does not apply to the Security and this
is NOT a Landlord/Tenant Agreement.
9. Annual and Other Submerged Lands Fees.
Should the Licensee apply for a TUA and Submerge "Land>,,Lease for the benefit
of the Licensee, Licensee shall be obligated to pay an Ali n l Submerged Lands Fee as
determined by TIITF/DEP in consideration for the`commerci se of the Submerged
Lands abutting the Property ("Am-mai Submerged Lands Fee"). T nnual Submerged
Lands Fee shall be due and payable within ten (10) business days of Licetsee'sreceipt of
invoice. Unless otherwise instructed by TIITF/DEP , sad fee shall be "Arable by the
Licensee to the City, and the City shall forward said fee to TIITF/DEP. If remitted to the
City, Licensee agrees to remit theA nual Submerged Lands Fee to the City's Department
of Real Estate and Asset Managernt ("DREAM"), 444 SW211a Avenue, Miami, FL.
33130, Attention: DREAM, within ten_(10) buss of being billed by the City for
the same. Licensee shallli,further be obligated to submit to the City for remittance to the
TIITF/DEP ally and all -documents an eports required by TIITF/DEP which may
include, but is not
Lands_;
Returned Check Fee.
the event any check is returned to the City as uncollectible, the Licensee shall
pay to thf sty a returned check fee (the "Returned Check Fee") based on the following
isclosure of d ,6 income from wet slips for the Submerged
schedule:
Retum Amount Returned Check Fee
$00.01 - $50.00 $20.00
$50.01 - $300.00 $30.00
$300.01 - $800.00 $40.00
OVER $800 5% of the returned amount.
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SUBSTITUTED
Such Returned Check Fee shall constitute additional fees due and payable to the
City by Licensee, upon the date of payment of the delinquent payment referenced above.
Acceptance of such Returned Check Fee by the City shall not, constitute a waiver of
Licensee's violations with respect to such overdue amount nor irevent the City from the
pursuit of any remedy to which the City may otherwise be ent In the event the City
must institute a civil suit to collect a returned check, the Eity shall be entitled to recover a
reasonable attorney's fee as provided by Florida Statu
11. Late Payments.
Licensee hereby acknowledges that
Licensee to the City of the Use Fee and other sums due hereunder will cause the City to
incur costs not contemplated by this License, the `exact amount of which will be
of undisputed crges by the
extremely difficult to ascertain. Ac ordi gly if any installment of the Use Fee or any
other undisputed sum due from Licensee shall trot b`e,received by the City within fifteen
(15) days after the date on which such undisputed sum is due; Licensee shall pay to the
City a late charge equal to five percent "(5%) of such overdue amount. The Parties
hereby agree that such late chare represents "a fair and reasonable estimate of the costs
son o 1aU pa anent by Licensee. Acceptance of such late
onstitute a waiver of the Licensee's default with respect to
such overdue amount,,nor prevent the City from exercising any of its other rights and
remedies granted hereunder or at law or in equity. The terns of this Section shall not
apply to any, charges which are the subject of a good faith dispute which are promptly
controverted\' wi tang setting forth all pertinent details .by the party seeking to avoid
payment. Promptly shall mean within five (5) business days of the due date.
Any amount not paid to the City within fifteen (15) days after the date on which
such amount is due shall bear interest at the rate of Eleven and One Half Percent
(11.50%) per annum from its due date. Payment of such interest shall not excuse or
cure any default by Licensee under this License.
19
SUBSTITUTED
the event that the City is billed for any utility o
of the Property, the Licensee shall reimb
business days of notification of the City's recei
The City, acting by and through its City
curtail or suspend the provisio : any utility se
12. Utilities.
Licensee shall pay for all utilities and services, including but not limited to,
electricity, water, storm water fees, gas, telephone, telecommunications, garbage and
sewage disposal used by Licensee during its occupancy of the Property as well as all
costs for installation of any necessary lines and equipment., C� \;at its sole cost, shall
upgrade and install all utilities and separate utility meters required onsite. Licensee, for
its use, shall be billed by the City for all such utility services sed during the event. In
ce that is a result of Licensee's use
ount to the Cit .'thin ten (10)
er, reserves the right to interrupt,
including but not limited to,
heating, ventilating and air conditiorunystems and equi ent serving the Property, to
which Licensee may be entitled hereinde
emergency, or fo
Manager desirable or
labor, or for any other
repairs, alterations or
The City sJ
ossary by reason of accident or
ter. �:..
alterations te improver tints in the judgment of the City
nee ary to be made or due to difficulty in obtaining supplies or
causbeyond the reasonable control of the City. The work of such
provements hall e prosecuted with reasonable diligence.
respect be liable for any failure of the utility companies or
;overnmental authorities to supply utility service to Licensee or for any limitation of
supply resulting from governmental orders or directives. Licensee shall not claim any
damages Eby reason of the City's or other individual's interruption, curtaihnent or
suspension tility service, nor shall the Revocable License or any of Licensee's
obligations hercinder be affected or reduced thereby.
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SUBSTITUTED
13. Taxes.
If Property were to become taxable, Licensee will pay it's proportionate share of
taxes for the number of days of the event, calculated on a full calendar year of three
hundred and sixty five (365) days.
Licensee will be responsible for payment of sales and use taxes, parking surcharges and
similar governmental impositions or levies.
14. Sales Records.
All records and accounts includin,
tatements or
Isfr
duplicate deposit slips, and all other supportmgrecords shall be available for inspection
and audit by the City and its duly authorized agents, or representatives during business
hours, and shall be maintained accordance with generally accepted accounting
principles. The Licensee shall keep and preserve, or cause -to be kept and preserved, said
records for not less than thirty six (36 months after the tefinination of this License. For
the same period of time Licensee shill also retainco ies of all sales and tax returns
nvoices sales slips,
covering its operations at ,e Property, in its local office of operations, and any other
governmental tax or other returns, which show the Licensee's reasonable sales therein,
and shall, io ff demand, deliverphotographic or scanned copies thereof to the City at no
The Licensee will cooperate with the City's internal auditors and/or such other
auditordesignated bythe City in order to facilitate the City's examination of records and
accountst such examination of records and accounts shall disclose a liability for
additional e in excess of the Use Fees theretofore paid by the Licensee for the
period in question, the Licensee shall promptly pay such additional Use Fees. If such
examination of records and accounts shall disclose an overpayment of the Use Fees
theretofore paid, the City shall promptly credit the excess to the Licensee. However,
upon the cancellation or termination of this License, and provided Licensee is not in
violation of this License, if such overpayment has not been fully credited by the City, the
21
SUBSTITUTED
City shall pay the Licensee the balance of the outstanding overpayment within thirty (30)
days of such cancellation or termination.
15. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and
effect throughout the tern of this License, at its sole expense, all lienses, authorizations
and permits that are necessary for Licensee to conduct kits Boat Show commercial
activities.
Licensee shall be responsible for paying the co,
licenses, authorizations and permits.
A. Vendor Regulations.
The Licensee's lay -out for all food and e
cooperation with the City o,`
life -safety requirements. T
gicl® applications .and obtaining said
rition areas must be developed in
cue partment to meet all applicable
iaini Fire Resc
exception, the Licensee shall All out an
complete 1f.vendors. This 1 out is to
no
prior to
1)
e.
prove
Coordinato
sing equipm
Show.
devia` i " om this plan. Without
ver to==the City Event Coordinator a
be delivered seven (7) business days
Certain vendor equ lment (i.e. freezers, refrigerators, blenders,
special...ieetrial power needs. Vendors may be required to
own:generator(s). Please contact the City's Special Events
't least seven (7) business days prior to the event if vendors will be
�t that requires electrical power in excess of standard household
lent (110 volt/16 amps).
2) ;i ,;food preparation areas require a tent. Subject to City Event
Coordinator approval, food carts and self-contained concession stands do not
require a tent. Two (2) 10 lb. ABC fire extinguishers are required at each food
vendor location. If hot grease or oil is used in food preparation, one (1) 10 lb.
40BC fire extinguisher is required. The vendor/promoter is responsible for
22
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providing all fire extinguishers. All extinguishers will be checked by the Fire
Marshal.
3) If cooking oils or grease are used, all waste products must be disposed of
in permitted grease traps/containers or in metal containers provided by the City.
Metal bins are available for charcoal disposal. Do not dispose of used charcoal on
the grass. Place all trash in the barrels provided ditional trash bags are
available upon request. At the close of the event, pl eleave the full bags behind
your location.
4) Do not use frayed or unsafe exte
5) Storage vehicles must be rer
hours prior to the scheduled start o
n rds.
oved from the Property o later than two
vent::Jy vendors are responsible for
parking their vehicles off -site. Due to
parking on the property.
6) Each vendor shall
pace restrictions, there is no vendor
a current oc y= tional license with valid
signature. Such license shall be visible' and clean. I✓ach vendor shall also display
food products, vendor's naive, an' phone number.
7) do "The Fl
("DBPR'
owner a
on Department'. of Business and Professional Regulation
a, ectors on -site to collect a temporary license fee. If you
ployee teensed, permanent restaurant you may be exempt
t provide a copy of the license to the DBPR inspector in
this exE
ption. All promoters are responsible for contacting the
BPR regard ix vending regulations and license fees.
City winregularly inspect vendor areas for compliance. Failure to comply
will result yin loss of damage deposit. Continuing failure to comply will result in
permankfit termination of the right to vend in all City facilities.
B. Location Releases.
The City will execute and provide to Licensee, forthwith upon demand by
Licensee and without any fee or charge to Licensee, all "location releases" and
similar authorizations .as may be required from time to time by Licensee in order to
23
SUBSTITUTED
allow audiovisual television or film producers to film the Property or any Show to be
performed on the Property.
16. This License Confers No Exclusive Possession of the Property.
This License confers no exclusive possession of the Property, provided however,
the City agrees not to enter into another License or any othe rmilar Agreement on this
Property that would interfere with Licensee's ability to operate for the Permitted Uses
on the Property and/or the Submerged Lands Area so long . a is License is in effect.
This will not be construed to prevent the Licensee from restricting access to the Boat
Show. The Licensee cannot exclude the Cityfrom the :Property.
The City agrees not to use or Perrit o
he Property andacilities under
the control of the City during the License Period except as mutually agreed by the City
and Licensee.
Licensee acquires no excluSitve right to use the facilities other than the operation
of the demised Property during the te Ti of i s License
This License solely authorizes censee to th emporary use of the Property for
the limited pt. es set forth herein and f r no other purpose. The Parties hereby agree
that the provision thrs license do not constitute a lease. The rights of Licensee
hereu ® � ,ot those a tenant, but are a mere personal privilege to do certain acts of
a temporary character on
roperty and to use the Property, subject to the terms of this
rase. The Cit ins dominion, possession and control of the Property. Therefore,
no lease interest in the Property is conferred upon Licensee under the provisions hereof
y..
License& s not a shall not claim at any time any interest or estate of any kind or
extent whatsQ v n the Property by virtue of this License or its use of the Property
3
hereunder. Acttionally, Licensee does not and shall not claim at any time any interest or
estate of any kind or extent whatsoever in the Property by virtue of any expenditure of
funds by the Licensee for improvements, construction, repairs, partitions, or alterations to
the Property which may be authorized by the City Manager or his/her designee.
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17. This License is Not Assignable.
The City has relied on the extensive and unique reputation and experience of
Licensee in granting this License. The License is personal to the Licensee. Licensee shall
not sell or assign this License or any part thereof to any other party. The License granted
by this License is personal to the Licensee. Any assignment of this License contrary to
the foregoing provision, whether voluntary or involuntary, shall bekyoid and shall confer
no right upon such assignee, shall constitute a default under. this License, and shall result
in an automatic revocation of the License and the iimnediate'b enure of the rights of
Licensee hereunder.
18. Cancellation / Revocation -at —Will by t ` City Manager without Case.
The City Manager may cancel or revoke tlLicense without cause that is for
convenience, at any time, with written courtesy notices the City Manager to Licensee,
giving not less than three hundred (300 da s prior written lice of the revocation to the
Licensee. Such notice should be gi en in the manner j ecified by Section 33. This
License that is gra
Manager, without the con
express understanding of t
A. Anc
One- n (100%) of ancillary expenses must be paid seven (7)
ays prior to tie event opening date, Any overage will be refunded to the
e Licensee revocable -at -will by the City, through its City
t of the Licepsee, in accordance with this License being by
rties a Revocable at Will License.
nary Expeii
hum ed perc
ee within thirty (30) days of event closing, or shall be applied to the overall
fee p.% Licensee to the City. Ancillary expenses include, but are not limited
to, eleErical, mechanical, plumbing, utility, telecommunications and/or
information technology, salary costs to any third party vendor or personnel
supplier, labor costs including any tax or burden costs, equipment rental and any
other services provided by the City or its subcontractors. The Licensee shall
25
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provide detailed event estimates and projections as early as possible in order for
cost projections to be prepared.
B. Final Settlement.
Following the close of the Boat Show, the City shall invoice the Licensee for
the balance of all unpaid fees, invoice, and or expense ',The undisputed portion of
said invoice shall be due and payable within thirty30) days of receipt of final
billing. After the thirty (30) days, interest on tac undisputed unpaid balance shall
accrue at the rate of eleven and one half teet 11.50%) per month.
C. Advanced Fees.
Any advance fees listed in Exhibit d by Licensee are non-refundable,
unless expressly stated otherwise in this contract
19. Termination for Cause.
Each party a ;� o abide by el and every; -term and condition of this License.
If either part materiall 6b :aches the terms, restrictions or conditions of this License,
then the nonbreaching p shall give the :breaching party twenty (20) days written
notice w tla which b eea ch vio tion or correct such deficiencies. Upon the
breaching party's failure ti w e so, the nonbreaching party may cancel this License upon
in ten (10)da sywr'itten nati c to the breaching party and thereafter the License shall
g Y �„
be deemed automatically canceled without the necessity for further action by the
nonbreaching party.
Tennntion for cause shall include, without limitation, any one of the following
acts or omission's:
(a) Failure to pay any payment or any portion thereof within ten (10) days of
due date;
(b) Failure to carry insurance as required in this License
(c) Any other event which the City Manager deems to be a material default;
26
SUBSTITUTED
e Boat Show that
there be sufficient appropriate hotel rooms available daring the License iodF The City
agrees to use its reasonable efforts to encourage the Miami hotel commu 'ity to provide
significant room blocks to the Licensee or its agen
(d) Failure to comply with the terms and conditions of this license which are
material or substantial in nature
Notwithstanding this provision or any other provision in this License, this License
extended to the Licensee is revocable -at -will by the City, through its City Manager,
without the consent of the Licensee.
20. Hotel Room Blocks for the Boat Show
Recognizing that forty percent (40%) of Mian °TntematigT Boat Show attendees
come from outside the State of Florida, it is critieal to,the success
21. Improvements, Alteration Ad ons, or Replacements.
As a further condition of the --use o e Property,,,, the City has agreed to make
certain improvements to the Property as; more particularly described in Exhibit "D"
attached hereto "{``"hnproveyr eats") and s h „1 implement such improvements according to
the time-scheduleprovided therein. The City is making improvements to the Property in
an amount not to exceed .Sixteens llion Dollars $16 000 000 . The Improvements made
bythiei"City ai
rt of the City's vision to improve Virginia Key and enhance its features,
.nefits, and acce i ity usage in general.
Licensee win* erecting or constructing temporary improvements for the Boat
Show
rate and a
t from the City's Improvements. Licensee shall coordinate all
temporary ir venents with the City, and shall work with the City to coordinate said
temporary imp o ements. Except in the event of an emergency, Licensee shall not make
any other additional repairs or alterations required or permitted to be performed by
Licensee unless and until Licensee shall have caused plans and specifications therefore to
be prepared, at Licensee's sole expense, by an architect or other duly qualified person and
shall have obtained the approval of the City Manager or his/her designee, which approval
27
SUBSTITUTED
may be conditioned or withheld for any or no reason whatsoever. In the event of an
emergency, Licensee may reasonably proceed to perform such repair work and shall
immediately notify the City of such work.
The Licensee shall submit to the City all plans and specifications for the
temporary improvements or any additional repairs or alterations for the Boat Show. The
Licensee shall be solely responsible for applying and acquit`ing all necessary permits,
including but not limited to, building permits. The Licenses shall be responsible for all
costs associated with any temporary improvements and/or alterations including, but not
limited to, design, construction, installation, anpermitting costs.
The temporary improvements and all alteratio s must comply .th all statutes,
laws, ordinances and regulations of the State of Florida. Miami -Dade Couty, the City of
Miami and any other agency that may have jurisdiction over the Property as they
presently exist and as they may he amended here a tet By the installation of any
alteration, addition or replacement, he a11 not be ex . xd from the Property.
22. Ownershi ovements.
As o Effect ;Date and tloughout the use period, all buildings and
Improvements the sh le, vested in the City, including all Improvements described
in Exhibit D Furthea e tit e in°fie l provements and any and all the Improvements
all alterations made in „car to the Property, whether or not by or at the expense of
icensee, shall, unlesstotherwys `provided by written agreement, iininediately upon their
coi pletion, become the property of the City and shall remain and be surrendered with the
Property `is understood that the Licensee shall clearly identify, by written agreement
stated above in this section, and as noted in Section 21, all the temporary improvements
that Licensee will be allowed to remove.
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SUBSTITUTED
23. Reasonable Efforts.
For purposes of this License, the Parties shall make good faith efforts, subject to
the revocation provisions in Section 18 of this License, to assist and facilitate future
productions of this Boat Show to take place on the Property.
24. Parking
The City, or its agent, will make reasonable efforts t rovide any available pre-
paid parking for the event at Virginia Key Beach and on City owned property located on
the east side of the Water & Sewer Dep enC( WASD) Treatment plant, and
potentially other areas in the vicinity of t Show. The'City will provid ut le, van or
similar service between this parking and the Boat Show . for all parking customers.
However, since parking is limited, the Licensee a ees to provide sufficient parking
locations outside of Virginia Key with adequate shutt mice so that the majority of
patrons can be shuttled in to minimize traf is diisruptions on the Rickenbacker Causeway.
The Licensee agrees to heavily promote the use of the off -site parking.
The Parking eived from all parking operations on Virginia Key and other
areas in the4)4einity of the Sl ow operated by the City for the Boat Show shall be defined
as Income received LL by the City after any costs incurred are paid (including, but not
limited to, payment transaction fees, parking attendants, and off -duty law enforcement
lich may be needed to manage traffic operations at the Property or on Rickenbacker
eway), any fees e to cocession operators or concession owners are paid, and any
perce ;e owed to outside third parties are paid to their respective operators ("Parking
Income" ). Al Parking` Income received from parking operations shall be split evenly,
fifty percent (59V) to each; Licensee and Licensor.
25. Off -Site Agreements
The City agrees to make reasonable efforts to develop agreements with lease tenants on
City -owned property on Virginia Key for use by the Licensee during the Show. If
successfully agreed to by both parties, these agreements will be included as Exhibits to
29
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this agreement. Net revenues from these agreements will be shared by the City and
Licensee as outlined in Section 4C.
26. Liens.
The Licensee shall not knowingly suffer or pen -nit any liens to be filed against
the title to the Property by any reason whatsoever, includin not limited to, work,
Oyu
labor, services or materials supplied to the Licensee >' , nyone having a right to
possession of the Property as a result of an agreemen , th o without the consent of the
Licensee or Internal Revenue Service (IRS). Nothing i:,this License -shall be construed
as constituting the consent or request of the City, expressed or implied l? inference or
otherwise, to any contractor, subcontractor, laborer or materialman for the p o fonnance
of any labor or -the furnishing of any materials,
nor as giving the Licensee -the t power or auth '�ty�to contract for or pen -nit the
rendering of any services or the f'C of any materials that would give rise to the
filing of any construction liens agail
shall at any time be,.filed against t
specific work on the Property
c
terest in the Property. If any liens
'Licensee shall cause it to be
discharged of record within thirty (30) days after the date that it has notice of its filing.
If the Lice i ee shall ail to discharge Mien within that period, then in addition to
any other right or refine
shall not be obligated to, discharge the lien
y paying the amount?claimed to be due or by procuring the discharge of the lien
deposit in court or bondinghe City shall be entitled, if it so elects, to compel the
prosecution of any action for the foreclosure of the construction lien by the lienor and to
pay theamount of th udgment, if any, in favor of the lienor with interest, costs and
allowances `" the ;understanding that all amounts paid by the City shall be repaid to
the City by thh Licensee immediately upon rendition of any invoice or bill. The
Licensee shall not be required to pay or discharge any construction lien so long as the
Licensee shall in good faith proceed to contest the lien by appropriate proceedings and
if the Licensee shall have given notice in writing to the City of its intention to contest
the validity of the lien and shall furnish reasonably satisfactory evidence that funds are
30
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or will be available to pay the amount of the contested lien claim with all interest on it
and costs and expenses, including reasonable attorneys' fees to be incurred in
connection with it. The City shall be entitled to pay the lien or compel the prosecution
of any action with respect thereto during any time that the Licensee is contesting such
lien.
27. City Access to Property.
The City and its authorized representatives
Property. The City will maintain a complete s1
all ata
s to the Prope:
mes have access to the
Licensee, at its
y.
sole cost and expense, may duplicate or change key l cks to the Property,b t not until
first receiving written approval from theDirector for c work. In the event Licensee
changes key locks as approved by the Director, l see, at its sole cost and expense,
must also provide to the City a copy or copies of sal cys, if more than one copy is
required.
The City shall have
the Property, (b)
failed to perf
40
matter within ten
terms:,
regulations, (
vision
other purposes
authorized designee
however,
access to -and entr
Property at any time to (a) inspect
any obligations of Lice ee hereunder which Licensee has
notice thereof to Licensee, Licensee not having cured such
of such notice,�(e) to assure Licensee's compliance with the
this
and all applicable laws, ordinances, rules and
Property, to prospective purchasers, tenants or others, and (e)
may =fie deemed necessary by the City Manager or his/her
the furtherance of the City's corporate purpose; provided,
City shall make a diligent effort to provide at least 24-hours advance notice
and Licensee;;lx: l !lave the right to have one or more of its representatives or employees
present duringottie time of any such entry. The City shall not be liable for any loss, cost
or damage to the Licensee by reason of the exercise by the City of the right of entry
described herein for the purposes listed above. The making of periodic inspections or the
failure to do so shall not operate to impose upon the City any liability of any kind
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whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed
under this License.
28. Safety.
Licensee will allow City inspectors, agents or representatives the ability to
monitor its compliance with safety precautions as required by federal, state or local laws,
rules, regulations and ordinances. By performing these in lions, the City,its agents, or
representatives are not assuming any liability by virtue of these laws, rules, regulations
and ordinances. Licensee shall have no recourse,, against the City, its agents, or
representatives from the occurrence, non-occ ence or result of such inspection(s). Upon
issuance of a notice to proceed, the Licens; shal contact the Risleklanagement
Department to schedule the inspection(s).
29. No Claim to Assets or Rights of Licensee.
r a
By entering into this License,inone of tlietParties are granted any assets, rights,
titles or interest toAthe,ot er's assets, rights; title or interests, except as otherwise set forth
in this License
ify, defend at its own cost and expense and hold harmless
City and its- officials, employees and agents (collectively referred to as
"Inde 'tees") and each of them from and against all loss, costs, penalties, fines,
damages, laims, expenses (including attorney's fees) or liabilities (collectively referred
to as "Liabilities' y reason of any injury to or death of any person or damage to or
destruction or ss of any property arising out of, resulting from, or in connection with (i)
the performance or non-performance of the services contemplated by this License which
is or is alleged to be directly or indirectly caused, in whole or in part, by any act,
omission, default or negligence (whether active or passive) of Licensee or its employees,
agents or subcontractors (collectively referred to as "Licensee"), regardless of whether
32
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such Liabilities are, or are alleged to be directly or indirectly caused, in whole or part
(whether joint, concurrent or contributing) by any act, omission, default or negligence
(whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the
Licensee to comply with any of the Sections herein or the failure of the Licensee to
confonn to applicable statutes, ordinances, permits, or other regulations or requirements
of any governmental authority, federal or state, in connect' :ct "with the performance of
this License, Licensee expressly agrees to indemnify and h . harmless the Indemnitees,
or any of them, from and against all liabilities which£iay be a ed by an employee or
former employee of Licensee, or any of its subcontractors, as pro fed above, for which
the Licensee's liability to such employee or former emRloyee would other se.be
to payments under state Workers' Compensation, JonAct, Longshoreri° an's Act, or
similar laws.
31. Insurance.
Licensee, at its sole cost, shalt obtai ntaiu in full force and effect, at all
times, throughout the period of this Lice e, the insurance coverage as set forth in Exhibit
"E" attached hereto and made a part hereof:
32. No Liability.
In no event shall the,City be liable or responsible for injury, loss or damage to the
erty, improvemeyts, fixtures and/or equipment belonging to or rented by Licensee,
their =.cers, agents, Dui employees, invitees or patrons occurring in or about the Property
that may.®c stolen, destroyed, or in any way damaged, including, without limitation, fire,
flood, steam, e ecity, gas, water, rain, vandalism or theft which may leak or flow from
or into any part of the Property, or from the breakage, leakage, obstruction or other
defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures of the Property, or from a hurricane or any act of God or any act of negligence of
any user of the facilities or occupants of the Property or any person whomsoever whether
such damage or injury results from conditions arising upon the Property or upon other
33
SUBSTITUTED
portions of the Property or from other sources. Licensee indemnifies the City, its officers,
agents and employees from and against any and all such claims in accordance with the
provisions of Section 30 herein.
Licensee further acknowledges that as lawful consideration for being granted the
right to utilize and occupy the Property, Licensee, on behalf of itself, its agents,
contractors, concessionaires, invitees, and employees, does here''release from any legal
liability the City, its officers, agents and employees, frprn any, and all claims for injury,
death or property damage resulting from Licensee's us yof the Property.
33. Notices.
All notices or other communications,
'nay be given pursuant to this
License, shall be in writing and shall be delivered liyhand, telecopy, or registered mail
addressed to the other party at the address indicated here Such notice shall be deemed
given on the day on which hand deli ered, faxed or, i
being posted or the date of actual receipt, whiche'
If to City of
With a copy to:
34
earlfer.
City Manager
ity of Miami
500 Pan American Drive
Miami, Florida 33133
ail, on the fifth day after
City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
Director
Department of Real Estate and Asset
Management
City of Miami
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
SUBSTITUTED
If to Licensee:
With a copy to:
34. Advertising.
Licensee shall not permit aa vertising ratter to be placed upon the
exterior of the Property without hav .g first obit t ed the approval of the Director or
National Marine Manufacturers Association,
Inc.
9050 Pines Boulevard
Pembroke Pines, FL. 33024
Attention: Cathy Rick -Joule
National Marine Manufacturers Association
231 S. LaSalle St ,'Smite #2050
Chicago, IL 60604
44,
Attn: Ben Wo1d, Executive Vice President
Craig Boskey, Senior Vice President, &
CFO
Jonathan T. Howe, Esq.
& we Hatton, Ltd.
ac u Dr., Suite 4200ir
60606
his/her designee,
Licensee shall, at its sole = cost and e nse, install, provide, maintain such sign,
decoration, advertissiing matter or other things as may be permitted hereunder in good
coi di
overnmental a
requirements set fo
approval may 'he reasonably withheld, at his sole discretion.
all times, r;fcensee must further obtain approval from all
ties havang jurisdiction,
In theSign Regulations
and must comply with all applicable
in the City of Miami Code and Zoning
Ordinal" e and the M irii-Dade County Sign Code, as applicable. Upon the cancellation
of this Lie n Licensee shall, at its sole cost and expense, remove any sign, decoration,
advertising math " r other thing permitted hereunder from the Property. If any part of
the Property isn any way damaged by the removal of such items, said damage shall be
repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any
damage caused to the Property within ten (10) days after receipt of written notice from
the City directing the required repairs, the City shall cause the Property to be repaired at
the sole cost and expense of Licensee. Licensee shall pay the City the full cost of such
35
SUBSTITUTED
repairs within ten (10) business days of receipt of an invoice indicating the cost of such
required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion,
erect or place upon the Property an appropriate sign indicating City's having issued this
License.
35. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to
City contracts and all documents, records and reports maintained and generated pursuant
to this License, pursuant to the provisions of Chapter 119, Florida Stater , as amended,
��
including compliance with the provisions of Section 11`90701, Florida Statutes, entitled
"Contracts; public records" and agrees to allow access by the City and the public to all
documents subject to disclosure ui der applicable law SJA
36. Compliance with Laws.
Licensee and/or its authorized agents agree Sow comply with all applicable laws,
codes (including,- but not limited to, the `Florida Building Code as it may be amended),
ordinances and yregulations enacted or pro z n 1 ated byfederal, state, count and city
p "gY�
govern n including-the:provisions" of the Charter and Code of the City. Licensee and/or
its: authorize a ; s, shall alsocomply with reasonable directives of the City Manager.
Conflict of Incest.
e of the conflict of interest laws of the City (Miami City Code
Chapter 2, AI', Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.)
and of the Stat4o of Florida as set forth in the Florida Statutes, and agrees that it will fully
comply in all respects with the terms of said laws and any future amendments thereto.
Licensee further covenants that no person or entity under its employ, presently
exercising any functions or responsibilities in connection with this License, has any
personal financial interests, direct or indirect, with the City. Licensee further covenants
36
SUBSTITUTED
ancestry or national of
action to ins
treated during ei
color a eion famili
not be limits
that, in the performance of this License, no person or entity having such conflicting
interest shall knowingly be utilized in respect to services provided hereunder. Any such
conflict of interest(s) on the part of Licensee, its employees or associated persons, or
entities must be disclosed in writing to the City.
38. Nondiscrimination.
Licensee represents and warrants to the City that Licensee does not and will not
engage in discriminatory practices and that there shall l e no diseriimination in connection
with Licensee's use of the Property on account a e color, sex, relig on, age, handicap,
marital status or national origin.
39. No Discrimination in Hiring.
In the performance of this License or any extension thereof, Licensee and/or its
authorized agents shall not discriminate against any . employee or applicant for
employment because of age, sex, sexual orientation race, color, religion, familial status,
Licensee and/or its authorized agents will take affirmative
y applicants kare employed and that employees are fairly
without regard ,to their age, sex, sexual orientation, race,
or national origin. Such action shall include, but
owing: employment, upgrading, demotion or transfer,
ecruitment or recruitment ad*
of compensation.
40. AmerWith Disability Act.
Licensee shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or
services funded by the City including Titles I and II of the ADA (regarding
nondiscrimination on the basis of disability) and all applicable regulations, guidelines and
sing, layoff or termination, rates of pay or other forms
37
SUBSTITUTED
standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination
in employment of disabled persons.
41. Compliance with Environmental Laws.
Licensee represents and warrants that during the use period, it will not use or
employ the Property, or any other City -owned property, to handle, transport, store or
dispose of any hazardous waste or substances and that it will`not conduct any activity at
the Property or City -owned property in violation
Laws.
42. Radon Gas.
Radon is a naturally occurring radioactive gas: that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed c;�\eral and state `guidelines have been found in
buildings in Florida. Additional informatio 2 iegarding radon and radon testing may be
obtained from yo
ublic health unite
43. Time of Essence.
pressly agreed by the`Partes hereto that time is of the essence with respect
f this License
bush
44. Waivei
Any waiver by either party or any breach by either party of any one or more of the
covenants, conditions or provisions of this License shall not be construed to be a waiver
of any subsequent or other breach of the same or any covenant, condition or provision of
this License, nor shall any failure on the part of the City to require or exact full and
complete compliance by Licensee with any of the covenants, conditions or provisions of
the final day of any period falls on a weekend or legal holiday, then
eriod or the date of performance shall be extended to the next
38
SUBSTITUTED
this License be construed as in any manner changing the terms hereof to prevent the City
from enforcing in full the provisions hereto, nor shall the terns of this License be
changed or altered in any manner whatsoever other than by written License of the City
and Licensee.
45. Litigation.
Any dispute herein shall be resolved in the cou of Miami -Dade County,
Florida. The Parties shall attempt to mediate any d ute without, litigation. However,
this is not intended to establish mediation as a"condition prece . before pursuing
specific performance, equitable or injunctive relief.
46. Attorney(s)' Fees.
In the event it becomes
ssary to institute
gal proceedings to enforce or
interpret the provisions of this Licenses' party shallbear its own attorneys' fees
through all trial and appellate levels.
47.
Waiver of Jury Trial.
The Parties lerebvkra
any ri ht either ma
nterclaim
License or any
exe ted by and bet
owingly, irre
!we to -a
'5ably, voluntarily and intentionally waive
3 jury in respect of any action, proceeding or
license, or arising out of, under or in connection with this
ment orlodification of this License, or any other agreement
teen the Parties in connection with this License, or any course of
conduct, course of dealing, statements (whether verbal or written) or actions of any party
hereto. This
Licensee enter
eg
of jury trial provision is a material inducement for the City and
into the subject transaction.
48. Third Party Beneficiary.
This License is solely for the benefit of the Parties hereto and no third party shall
be entitled to claim or enforce any rights hereunder.
39
SUBSTITUTED
49. No Partnership.
Nothing contained herein shall make, or be construed to make any party a
principal, agent, partner, affiliate, or joint venture of the other.
50. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed and/or delivered by the Parties, the Parties coo a agree to perform, execute
and/or deliver or cause to be performed, executed id/or delivered any and all such
further acts, deeds and assurances as may be i e
contemplated hereby.
51. Amendments.
No alterations, amendments or modifications hereof shall be valid unless executed
by an instrument in writing by the Parties with the saimc formality as this License.
Neither this License, nor any tern hereof, can-1 h .ngel, modified, or abandoned, in
whole or in art � 4$" p byan instrument in writm and no subsequent oral agreement
part, � ��? g� q �'
y"to consuinla
e the transactions
shall have ai
non -substantive a
lidity wha
soever. The City Manager is hereby authorized to execute
o this License without the necessity of further action by the
No Interpretation against Draftsmen.
he Parties age that no provision of this License shall be construed against any
particular party and ea'h party shall be deemed to have drafted this License.
53. Severability and Savings Clause.
It is the express intent of the Parties that this License constitutes a license and not
a lease. To further this intent, the Parties agree as follows: (i) if any provision of this
License, or the application thereof to any circumstance, suggest that a lease, rather than a
license, has been created, then such provision shall be interpreted in the light most
40
SUBSTITUTED
favorable to the creation of a license and (ii) if any provision of this License, or the
application thereof to any circumstance, is determined by a court of competent
jurisdiction to have created a lease rather than a license, then such provision shall be
stricken and, to the fullest extent possible, the remaining provisions of this License shall
not be affected thereby and shall continue to operate and remain in full force and effect.
With regard to those provisions which do not affect the can ties intent for this
License, should any provision, section, paragraph, sente u rord or phrase contained in
this License be determined by a court of competent jurisdicti sto be invalid, illegal or
otherwise unenforceable under the laws of the S ate of Florida or tc-City of Miami, such
provision, section, paragraph, sentence, word or phrase shall be deeme nodified to the
extent necessary in order to conforn with such ;laws, or if not modifiable, t' 'en same shall
be deemed severable, and in either event, the remaining terms and provisions of this
License shall remain unmodified an n full force and`effect or limitation of its use.
54. Invalidity.
In the event th
invalid for any.,
4,0.41
License and the sat
Headings. :.
Title and se
Lic
.y non -mate tt = provision 'of this License shall be held to be
oli invalidity shall not affect the remaining portions of this
-exnain in full force" and effect.
an headings are for convenient reference and are not a part of this
56. Entireicse.
This L?ense represents the entire understanding between the Parties hereto as to
the subject matter hereof, and supersedes all prior written oral negotiations,
representations, warranties, statements or agreements between the Parties hereto as to the
same. There are no promises, tern -is and conditions, or obligations other than those
41
SUBSTITUTED
contained herein, and no party has relied upon the statements or promises of the
representatives of any party hereto.
57. Authority.
Each of the Parties hereto acknowledges it is duly authorized to enter into this
License and that the signatories below are duly authorized toxe° ' tt this License in their
•
respective behalf.
58. Limited Protection Clause
The City agrees that it will not license any portion of the Property to y competing
event for the period commencing (30) days before icensee's first show days Wd concluding
(30) days after Licensee's last show day (the " Li nnted Protection Period"). A "competing
event" is hereby defined as an even twhich has thirty -percent (30%) or more of the total
number of exhibitors/booths in th
substantially similar to the product liri
wing/selling pr duct lines the same as or
censec'slent; provided however, that as
how that is open to the public shall never -be deemed a` competing event with a show open
only to the trade,, and vice :-versa. The determination of whether or not an event is a
11 be based upon thi roduct lines in the proposed event's prior
"competing event'
shows, and II be mad by the C ty Manager or Director.
Final Sabi nce-
ny Final 1 alance of the Use Fees, costs and charges which are the
responsi
y of the Licensee shall be due upon completion of event and payable at
scheduled se
pa with Finance Department.
60. Responsibility for Damage.
If the Property, or any portion thereof, or any structure attached thereto, or any
equipment, fixture, or other item contained shall be destroyed, damaged, marred, altered,
or physically changed during the term in any manner whatsoever, then Licensee shall be
42
SUBSTITUTED
responsible.
61. Copyrights, Trademarks.
All federal, state, and local laws and/or regulations related to copyright,
trademarks, etc., must be complied with by the Licensee and all exhibitors selling such
items on the Property. Further, the Licensee agrees to save and completely hold harmless
the City of Miami, and to pay all costs related to any violation of the above. City
acknowledges that Licensee owns various trademarks, incl u i but not limited to
/04
"National Marine Manufacturers Association," "NMMA," "Discove" Boating, "Miami
International Boat Show" and related logo `the NM A Marks"). agrees not to
take any action inconsistent with Licensee's o
62. Merchandise.
Nothing provided in this Sections I prevent Lice
merchandise and/or booth giveaways. Suc
with City's concentractor(s) on tl e Property at the time this License is executed.
the NMMA Marks.
from selling show related
idered to be in competition
Manager or Director to operate any engine or
motor or machi e y on the erty or use gasoline, propane, or diesel for mechanical or
otter purposes. Al decorative Waterials must be flameproof before the same will be
allo cd in the buildings and should have written verification of such flameproof
treatment,
64. Licensee's Employees and Agents.
Licensee will furnish any technicians, stagehands, ticket sellers, ticket takers,
ushers, security guards, or any other auxiliary personnel at its own cost.
43
SUBSTITUTED
65. Emergency Powers to Vacate Property.
The City Manager may extinguish all lights in the Property, cease operation of
the air conditioning system, terminate service of any other utilities upon the Property,
order evacuation of all or any portion of the premises, or cause to be removed there from
any person or group of persons, any materials, equipment or other items if, in his
judgment, circumstances of a dangerous or unusual na ire le occurred, or he
reasonably believes are about to occur, and such action is bessary to secure the safety
and welfare of persons and/or property, and Licensee aives a right and/or claim for
damages against the City , its agents or servants,zj such eventuality
66. City Manager's Discretion.
Any matter not expressly provided for herein shall b within the reasonable discretion of
the City Manager. The City Manager will when possible and ultimately at its discretion,
consults with Licensee.
IN WITNE S' WI3EREOF, tarties he 6 have caused this License to be
duly executed an delivered by their resp ctive officers and hereunto duly authorized as
of the date first ab ve> written.
LICENSEE:
NATIONAL MARINE
MANUFACTURERS
ASSOCIATION Inc., a Delaware
not for profit corporation, authorized
to transact business under the laws of
the State of Florida.
By: By:
Signature
44
Signature of President
SUBSTITUTED
Print Naive
By:
Signature
Print Name
Attest:
Corporate Secret
Corporate Sea
45
Print Naive of President
SUBSTITUTED
ATTEST:
Todd B. Hannon
City Clerk
CITY OF MIAMI,
a municipal corporation of the
State of Florida
APPROVED AS TO INSURANCE REQUIREMENTS:
Ann -Marie Sharp
of Risk Man
Victoria Menci
City Attorney
FORM AND CORRECTNESS:
46
SUBSTITUTED
COMPOSITE EXHIBIT "A"
LEGAL DESCRIPTION (UPLANDS)
47
SUBSTITUTED
BOUNDARY SURVEY
48
MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016
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DEC 29, 2014
SUBSTITUTED
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THE INFORMATION PROVIDED
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SUBSTITUTED
EXHIBIT "B"
PROPOSED SUBMERGED LANDS AREA
(SURVEY SHALL BE INCORPORATED AS AN EXHIBIT TO THE LICENSE IF AND
WHEN USE OF THE SUBMERGED LAND IS REQUIRED BY LICENSEE)
49
SUBSTITUTED
EXHIIBIT "C"
TEMPORARY USE AGREEMENT ("TUA")
SUBMERGED LANDS AREA
(THE TUA SHALL BE INCORPORATED AS AN EXHIBIT TO THE LICENSE IF USE OF
THE SUBMERGED LAND IS REQUIRED BY LICENSEE AND UPON EXECUTION OF A
TUA BETWEEN THE CITY AND TIITF/DEP)
50
SUBSTITUTED
EXHIBIT "D"
SCHEDULE OF INITIAL CITY IMPROVEMENTS
CITY TO PROVIDE
LIST OF IMPROVEMENTS ESTIMATED COST COMPLETION DATE
Florida Power and Light
Water and Sewer Utilities
AT&T Utilities
Solid Surface
Broadband Internet Service
Construction drawings and schedule of completion toabe appended to this Agreeitcnt.
51
SUBSTITUTED
EXHIBIT "E"
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -
REVOCABLE LICENSE AGREEMENT NMMA/BOAT SHOW AGREEMENT
I. Commercial General Liability (Primary and Non Co l<ributory)
A. Limits of Liability
Bodily Injury and Property Damage Liab
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $1,000,000
Personal and Advertising injury \ $1,000,000
B. Endorsements Required
City of Miamilisted as an additie r;.insured
Contingent Liability & Contractual
Premises/Operations Liability
II. Business Automobile Liability
A.
Li its. of Liability
Bodily Injury and Property Damage Liability
ombme Single Limit
Zy Auto,,Owned, or Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident
B. Endorsements- Required
City of Miami listed as an additional insured
III. Wor • a rs Compensation
Lintels¢ f Liability
Statutory -State of Florida
Waiver of subrogation
$ 1,000,000
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
52
SUBSTITUTED
IV. Umbrella Policy (Excess Follow Form including liquor)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
Aggregate
City of Miami listed as an additional insured
V. Marine Operator's Legal Liability and
Protection and Indemnity Liability
City of Miami listed as an additional insured
VI. Excess Marine Operators Legal Liability and
Protection and Indemnity
Jones Act, if applicable
$ 10,000,000
$ 10,000,000
$1,000,000
Each Occurrence/Policy Aggregate $10,000,000
City of Miami listed as an additional insured
VII. Liquor Liability
VIII. Hull anci,MacTinery
$1,000,000
per declared value
The above policies sh'llprovide,the City of Miami kith written notice of cancellation in
accordance with policy provisions.
Compani - ` authorized to"t o business in the State of Florida, with the following qualifications,
shall iss, all insuranceolzci =pes required above:
The company Must beated no less than "A-" as to management, and no less than
"Class X" as. nancial Strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best ComR®AOldwie New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject: to t iiew and verification by Risk Management prior to insurance
approval.
The City reserves the right to request copies of all insurance policies associated with this
agreement, including, but not limited to all policy endorsements, and any and all coverage
information.
53
SUBSTITUTED
EXHIBIT "F"
PERMITTED USES, GOODS, PRODUCTS & EXHIBITOR CATEGORIES
54
SUBSTITUTED
EXHIBIT "G"
USE FEE PAYMENT SCHEDULE
Licensee shall pay to the City the Use Fee plus State of Florida use tax according to the
following schedule:
A) Upon commencement of the Effective Date of this License: $250,000.00
B) August 1: $250,000.00
C) February 1: Use Fee balance
D) By March 31, Licensee will provide a final report on the total %o of Concessions plus
State of Florida use tax, if applicable, for the license to use the .Property and indicate any
balance due to the City or balance refundable to the Licensee. Any. balance due the City
or refund due the Licensee shall be paid by April 30. City to pay % o arking net.
55
SUBSTITUTED
EXHIBIT "H"
DAMAGE DEPOSIT RELEASE FORM
56