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Pre-Legislation
City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov;com File ID: 14-01271 Enactment #: R-15-0009 Version: 2 Type: Resolution Status: Passed Enactment Date: 1/8/15 Introduced: 12/5/14 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE ("LICENSE"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY") AND NATIONAL MARINE MANUFACTURER'S ASSOCIATION INC., A DELAWARE NOT -FOR -PROFIT CORPORATION, FOR THE USE OF A PORTION OF VIRGINIA KEY UPLAND AND SUBMERGED LANDS (COLLECTIVELY, THE "PROPERTY"), TO BE USED FOR THE PURPOSES OF PRESENTING TO THE PUBLIC THE MIAMI INTERNATIONAL BOAT SHOW ("BOAT SHOW") AND ITS RELATED ACTIVITIES AT AN ANNUAL PAYMENT OF ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000.00) AND FIFTY PERCENT (50%) OF THE INCOME RESULTING FROM ANY AND ALL FOOD AND BEVERAGE CONCESSIONS AT THE BOAT SHOW, OR. ANY PARTICIPATING OFF -SITE PROPERTIES WITH THE TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN THE LICENSE; FURTHER AUTHORIZING THE CITY MANAGER TO MAKE NON -SUBSTANTIVE AMENDMENTS TO SUCH LICENSE AS NEEDED, SUBJECT TO THE CITY ATTORNEY'S APPROVAL. WHEREAS, the City of Miami ("City") is the owner of the real property of Virginia Key, that includes the upland and submerged lands (collectively, the "Property"); and WHEREAS, the National Marine Manufacturer's Association, Inc., a Delaware not -for -profit Corporation ("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 inmanufacturing, selling, and servicing their customers; and WHEREAS, the Licensee desires to use a portion of the Property, for certain specified days set forth in the License, to present to the 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 the area of Miami, Florida; and WHEREAS the Boat Show generates over $600,000,000.00 in annual economic benefit to South Florida;; and WHEREAS, more than 1,500 businesses that call Miami, Florida home depend upon the Boat Show, and Florida City of Miami Page 1 Printed on 3/30/2015 WHEREAS, this License does not transfer any interest in real property, including any leasehold interest in real property owned by the City; and WHEREAS, this License permits only certain, enumerated, specific, and listed permitted uses on specified dates, and does not permit anything further; NOW, THEREFORE, BE IT RESOLVED BY 'THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. The City Manager is authorized { 1 } to execute a License, in substantially the attached form, with Licensee, for the use of a portion of the Property, to be used for the purposes of presenting to the public the Boat Show, and its related activities at an annual payment of one million one hundred thousand dollars ($1,100,000.00), and fifty percent (50%) of the income resulting from any and all food and beverage concessions at the Boat Show or any participating off -site properties, with the terms and conditions more particularly described in the License. Section 3. The City Manager is further authorized{1 } to make non -substantive amendments to such License as needed, subject to the City Attorney's approval. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ CITY ATTORNEY City of Miami Page 2 Printed on 3/30/2015 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. REOCA rho GENE ISSUED BY CT NATIONAL MAN :CTU ("N S ASSOCIAr I N ION. OF PROPER` Y A KEY UPLAND AND SUBMERC LANDS MIA A , FLORIDA `C ABLE LICEi' SE This Revocable License ("License") is entered this 2015, ("Effective Date") by and between the City of Miami, the State of Florida (the "City"), and National Marine ("Licensee"), .a. Delaware not -for -profit corporation v at 231 South LaSalle Street, Suite 2050, Chicago, RELIT 4 REAS, the City is the owner he upland and submerged lands collective WHEREAS, the licensee and international boat show even (1,400) companies involved in vario Ity recreational boaters, and is dedicated to ere ting, li a oting, and p testing a s and productive environment in which its i e sean as <ve financiacce s through excellence in manufacturing, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, day nioipai corporation >xr Association lri cilia a price of busins Key that selling and servtc� e s anc public and o e the `1 ivt .RE A "K' 13uat lit� over s " • ars has been , rodueed in EA Boat Shoe South Florida .; year; and E AS 1,500 busine nd Florida businesses and d in the busi rraore that roperty Vir: operty"); and enting both national. ousand four hundred se a poation of the Property to present ional Boat Show ("Boat Show"); and elebrate its 75th anniversary in 2016 and nerates over 5600,000,000 in eeonomie benefi at call ivl ami home depend upon the Boat ban $300,000,000 of product at the Boat Show o the notice pi THIS DOCUMENT t5 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN ATTHE END OF THIS DOCUMENT 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 roam end. WHEREAS the Boat Show provides the egra of 6,506 full time jobs; WHEREAS, the City and Licensee ( the Parties"} sire a tend to enter into a Revocable License for the use of a• portion aids, Miami, ,Florida; and EREAS, this License WHEREAS, this License i the consent of the Licensee applicable; and WHEREAS, this License doh° not n est; a right to use for. any general purpose, . iglu to ex cl the City om any right in real property, including and . ehold ii »st in real pr..arty owned by the City; and does not . ey, confer or transfer a r y the City Manager and ns of Section 18' herein edoes not convey, contr or trans perty; and Wi ense permits only certain, ui of permit anything further; and e Parties jointly and voluntarily stipulate as to citaIF NOW THERIFORE, in consideration of the mu the Parties hereby agree as follows:. ed, sped use any id he accuraoy of heron, THIS DOCUMENT IS A SUBSTITUTION To ORIGINAL.. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Recitals. The foregoing recitals are hereby incorporated and made a part ofthis Lteense. Defiaitio "City Manager" is the City Manager the City o "City" shall mean the City of Miami, a Flo purposes of this License in day to day "`City Manager,". unless a different designated in this Agreement. "Board of Trustees for In F` l lrnpr Verne Trtrs "THTF") shallrefer to the stet ene � � y owns state-ow�necl administers these state owned '.land ugh its administrative agency, State -ofFlorida D' d) "DEP" shall mean Protection, which is csf t` :, ed subrn ector" state, ective Lt a ent of Enviroi Flo n Miami; rcipal corporation, for he City shall mean the fficial is specifically otecttion ("1)l ,I " ). �ttnent of Environmental overseeing the administration on be l of TIITF. or of the. City- of Miami's T)epa ni. is the date of cxcetttion of the „ means all applicable requirements of nvironrnenntal, public health and safety laws, re las, orders, rises, approvals, ordinances and directives, including but net o, all applicable requirements of the Clean Air Act; the. Clean er Act; the Resource Conservation and Recovery Mt, 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 THIS DOCUIYIENT IS A SUBStIT'UTION To ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. rfoxic Subs. tances of .tr l Act; the l allutant fiischarge Prevention acid Control Act; theWater Resources Restoration and Preservation. Act; :the, Florida Air arid Water. Pollution: -control Act; the Florida Safe Drrn1dng Water Act; and the Florida Enviroiiniental ReorgatOation Aet of 1975.. "Farce Majeure" means an event whereby the Property, or any pornm thereof, shall be destroyed or damaged, as it` •t any event beyond h iman control, including but not l € i. ; =rots of national 'security, orisi, ensees national emergency acts Government regulation, strik employees), fire or other urtailment of transportation. makes it inadvisable, illegal, o obligations under "Gross Receipts" s1 directly from busin or at the P Mime ves shall b hreats the alsiutty, disorder, 6 w isukedteiai es oor any o cnce vhi sible far Licensee to perform by the Licensee de on, consummated, iritiat� y, inclu ' . business. made or performed by or mechanical or other vending devices, redit or cash sales or otherwise. Gross cc ei all bo by: (i) cash or credit refunds for returned midi, provided said amounts had been previously includedas part noutit of any sales or excise, tax levied upon ;4. als and/or services rendered and payable to the appropriate ental authority; (iii) exchanges of merchandise between different of Licensee; (iv) gratuities paid to employees; and; (v) lute. ed on Licensee's deposit accounts, earnings or profits on Licensee's` tinents, and similar passive or investment income of Licensee; (.vi) sales by other vendors for whichthe sales proceeds is not distributed in whole or inpart by the vendor to the Licensee '(i,e sale of a vessel in which no payment in any manner, including, without limitation, a for the THIS DOCUMENT IS A.SUOST1TUTI0N TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, percentage or a commission is paid to the Licensee but rathcr the sales proceeds is retained by the Vendor). ome" shall have the meaning ascribed to it in Section 4C. cense Period" shall mean the period of time front twenty one (21) days prior to the start to fourteen (14) days after the end ofthe Boat Show. t) "Parking Income" shall have the meaning ae on 24, `Percentage Fee" shall have the meaning . ;r d to it to eotton 7.A "Permitted Uses" shall mean the ocoup the Property fa fallowing primary aid s turtlOer %gin Exhibit which complies with the rni l honing Code et Wally 'is involves the presentation o l d . I TEP.I' TATI3 AL BOAT SHOW and its affiliated componeps "Property" shah a proximately hundred fort seve e of subrr located at. Virginia K encompas, property ity-o "Seen a erg; upll of "Subr�e', they be t� oat Show"). acres of upland and one rids owned by the City ore particularly described in tending the Marine Stadium.; and n the east side of the Miami -Dade per Dep ascribed to it Shall 1 ASD) Treatment plant. n Section 8,. nean the water basin abutting the City rid rginia Key, Miami, Florida, d Lands Area" shall refer to any demarcated water e available, abutting the Property and proposed for public use by the Licensee aidior its patrons. Fee" shall have the meaning as set forth in Section 7A. ed Uses, Subject to existing zoning and other goverxental restrictions id the iss ens; this License authorizes the Licensee to occupy and use the Property THIS DOCUMENT IS A:S UBStiTUTJON TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE ENO OF THIS DOCUMENT, :Permitted Uses, ras defined in Section 3 hereof: Licensee shall operate, :manage, "supervise and administer a the. Property as an independent contractor and not as an employee of the City. may request written consent from the City Manager or his/her designee to Property for any other use, but shall not be authorized, to use the Property until Licensee has received the written consent of the Cityanacr or which eonsent may be conditioned or withheld in the so or his/her designee. The Property shall be used and oc of presenting the Boat Show, selling, u lated to the Boat Show ("such as boats ;have a marine application), including tho. in, or which service, the mari Property, and to grant to third pir products on, to, or from the property tti Subject to_ "able zoning rightto pro tc d display goods and "prod d t one and. entee a i t the PrO how; and ssod .':1.. att.utle produc list o 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 far displaying any goo ccessries n rodhots that products and suppl!es ud boating on, to, or frorr .tl o sell; rrr display any 'good :;or; fitted Uses"). ance;,ioensee shall at all tunes, have the tr the Property during the Boat Show: (i� the any third party with whom Licensee has sale and use of such products by Licensee and products and the name and logo of any sponsor of . go of any charity organization with wvhieh Licensee ion of th dyer design, City Man ge :goon and recrea odu cts `splays, goods, and advertisements are permitted; subject `�tlanager or designee which approval shall to be unreasonably fie ee will provide to the City prior to the occupation of the Property, to be ,Exhibit "F the following: (i) a current listing of the category of goods and lie sold, used or displayed at the Property during the Show; and(i) the con ent THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OP THIS DOCUMENT. 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 dung the Show. Within five (5) business days from receipt of Licensee's list of sponsors, `1 Manager shall approve or disapprove such list and: confirn the terms and conditions City's sponsorship agreements or any other City agreements # r %lle law that p Licensee from: `i) selling, using or displaying these advertising or displaying such sponsors on the P Manager does not disapprove the list(s) within said list will be deemed approved for purpo Should the Licensee require the use for its activities for a water -dependent commer 11, at no cost or expense City, TIITF/DEP for Temporary Us the benefit of the Licensee, The Lice expenses assoei Submerged fees required t DE bject ;a ands TIl"F11: he applicatii P Lease,'. o TIITF cy du e Show, If the City ki ess 4 ,�f reeeipt of same,. of Per d LandS a1 he Licensee shall apply and City ny required applications to $2umerged Land Lease for o pay for all costs, fees, and for a pass -through TUA and ',Property he City, me tiding but not limited to survey o ed Submerged Lands Area according to any; TUA and <Submerged Land Lease ase fees The use of the Submerged Lands Area of the of TIITF/DEP for a mporary Use , reem the City, as applicant and shall be subject to any res he use of said Property, as :more ,particularly descril?eri lit attached hereto to be .incorporated and made apart hereof ensee will be responsible for dock construct!on.witliin the =basin, as well curing all required permits necessary for the co etion and performing any. igation required by permitting agencies, Licensee will also be responsible for the prompt removal of the dock and any restorationthat ay be required by the'City or THIS DOCUMENT Is A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE "SEEN AT THE END OF THIS DOCUMENT. ;permitting agencies after the last day of the Boat Show. T1ie City wilt 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-r the Boat Show footprint and adjacent areas, inclusive of any • • Pelican, Whiskey Joes etc;, et. al. of this inagn solid areas. (Jar tude with regard to rviees to haul away s pen -top bins), Licensee t e needed Or nt duty l aw enforce janitorial company to provide all necessa ensee allowedto secure access during the Show to provide security for vess agrees f ace lbowey Mann of Property Use; Licensee's use of the Pr o abide f No other e rviees provided wf site propery« (i.e.. Rusty d to support an, event scue iersonncl,:G ar base 'ble for hip Y. nn to perform cos ark: Ser'ie+ asi d=`aeent'to the n.e Stadj� enporary dock. m designated garbage securit firirt attd ope nlligat Liocntsee acknowledges end as set fo : ' iir the services to be provided, the s and : a'ntenance and utility obligations, ;provided nter lrzto a Ter License or other similar Agreement on disrupt Licensee's ability to operate on, the so long as this License is in e eet< r se may use space on the property (5) days of the Boat Show event: 1 be allowed to use the property for the purpose of how fo.5) day period encompassing President's Day Weekend. Adm by the public :Boat Show shall be no earlier than I0:00 am and no later ti pm on the designated Show dates (Thursday through Monday of President's Day weekendon any given year). Exhibitors and Contractors may enter the Property at 6:00 am. NMMA Staff will have 24 hour access to Show Property during :ioense Period. Licensee will ensure that individuals who have boats docked in the padt The THIS DOCUNIENT.IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. various :marinas throughout the Property will have .full access to their boats before :00 am and after 8 l5prn can the days of the 'Boat Show. Marina customers will have full ess to their boats during all operational hours of the marinas during the Setup and Takedown periods. Licensee *ill be permitted access to the Property equipment up to twenty one (21) days before the co ensee will be permitted access to the Property -to to fourteen (14) days after the final date of the be provided subject to City 1Vlanager• approy f additional time is required by NMMA at the City may have scheduledto av compensate the City for access to NMMA for Setu time or date. To the rriax nt possib:; weries�ntainerss, equipment, vessel how betf the staging . lea, whieh is the portion of the Properi located east of the a d Se Depart -Mena f D) Treatment facility, During the. Setup and Tako wn peg w re -shipped items to the staging area will be: hich sha to algid erect neee cerrMent .of the Show ve ke down equipmnt of be unz ably Id. to work ar;r y events y revenues, oether rise Tie will not unr asoraably rest ct no right th :..he Property at any other +15:00 am so as to minimize traffic ptio tree will be required to hire off -duty taw- ned by the City to help equipment, vessels, etc. will be tion .space area (areas 'adjacent t eased fromthe staging area o tke Marine Stadiu xa in: a disrupt traffic on the Rickenbacker Causeway. of Property :,fcensed.. may reduce the Property licensed or needed provided that the Cif Manager receives prior written notice no less than twelve (12) Months prior t event date outlining ' the reduction in space requested. In the event of such conditions are by subsequent Lic of all required Us 'THIS DOCUMENT IS A SUOSTITUTION TO ORIGINAL.. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, the City shall credit the Licensee for all Use Fees that are paid nsee, Otherwise, Licensee will be responsible. for full payment s B. Reduction of Up l rid Space. The City may at its sole discretion, r Show by providing written notie e to Lic prior to the event date without penalty to L upland space is reduced by more th stadium subject to prior twely reduced proportionately.,A redu tton urine stadium will have no effect reduction of space maten +r adver because it is more than. stadium in the detenninat terminate tks en ent Lice rnai ed `section 33. ability educe the 3 provided for t e loat ensee than twelve(1) moaths o$ xtent the Boat Shows ercent (l0 ound the marine lrs written notice, t ep. will_ be 0 o i of uplands around the Fee. Further, to the extent. the � p the ability to conduct the show ntr u t area around the inatine nsee shall have the ability to City by giving notice in the aveltics, Marketing, .Private Sector. Sales r 11 f a r served from any Concessions, or any sales at :the .Boat Show, at the •may or adjacent off site properties (i.e. Rusty-P. , sl ey ,loe. c.) d ring the Boat Sow bates (including Setup and'Takedowrr, ood everagc vendors novelties, sales percentages, markups or sa1,s perk ' .orn any restaurant vendors or operators, any marketing sates 0 airy 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 ted to, payrtient transaction fees, attendants, and any cost incurred in the sales are paid at the Property or on Rickenbacker Causeway, any ,fees due to concession. agent THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP! ORIGINAL. CAN BE SEEN AT THE END OF THIS DOCUMENT. operators or concession owners are paid, and any percentage owed to outside third parties .are paid to their respectiveoperators ("Income). D. Dispensing of Alcoholic and Non-alcoholic Beverages. The City of Miami reservers the right to restrict alcohol sales in all City o properties and/or operated facilities. Subject to the requirements, the City Conu:iission has elected beverages in conjunction with the Boat Sh+ right to designate the location of all permits shall be riled with the commencement of the Boat Show. i) No glass bottles ii) Alcohol sales to the to the end of the even omplying wi le of alcoholic reserves, the iquor_. efore t# open cease one (l) hour prim✓ n :privately hosted events. who fO r., scs of this Section mare an authorized », Lio cep are jontl d severally responsible for obtaining ill dale al ie » � lts roan. the State of Florida : l:eohol: �ercr. off' Business Regulation, In order to obtain a liquor perxt e Cobue =ire to .t rev the guidelines set forth by the State of a( itl comply -with` all State of Florida Licensing, City Code and Zoning ,ance req re eats for dispensation of alcoholic beverages: "plrciae Mops i) )o viding City with General Liability and.Liquor insurance, subject tb the written approval of the City's Risk Manager, whereupon City will provide a zoning letter ii) Zoning approval iii) Department of Revenue approval THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. iv) Obtaining license from Department ofATB v) All taxes, related to the sale of alcoholic beverage of the coneessianaire. E. Alcohol °'Wrist Band Po Y. All concessionaires vending alcoholicl ever gc Ity operated facilities will be requiredto use wristbands to identify c ors of legal age.:l a lu> comply with this rule, whether by the concess° na re eir re sresentat ivc, .i result in the immediate cancellation o to provide wristbands. If concession have to be purchased from City at a Legal Requirements Concessionaires, as beer, or wine, must comply' 1Vlami bade:§ ttty, and City City C Ordinanc ng 'alcoholic wages, u errtcnts, all State rid `lor da, set forth in the City f farm tin ern ° .outnstR s will tl City be liable for any costs or expenscs.inew icensee under ' Lice a a result of its operations or °t clateci activities beY tho t are expres• s nd s eeieally set forth in this License. Op c ittd use Period. There c stag or expressed term. for this ,ieense. It has an indefinite term' and ►y be revoked at the will of the City Manager, for convenience and without cause. The ective Date of this License is the execution date of the License by the last of the roes and shall continue until Revocation) Cancellation at Will by the City Manager, for avenence as provided in Paragraph 19 herein, or terminated by the following; THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL; BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT:. al Termination at will, subject to the notice pravisio bt Termination due to an assignment as provided in c) Termination for cause under Section 19 Not later than one hundred eighty (180) days prior to th Licensee shall deliver to the City, for the City Manager's ap not be unreasonably withheld, a ;preliminary site pl a oensee's:installations and .equipment on the P location of the Licensee's tents, ticket box o ("Construction Plan Staging"). Final Sit (60) days pnnor to the use of the Prop approve or disapprove, which disapproval sh says after its receipt. Once app onstruetion Nan Staging. shall bi as Exhibit "0'" All vehicles requir rope ° nclu c.:.sian ai hull bedueto the C f Section 33 herein 7 of the Property, the which approval shall rth the location of tlaout restriction, the d stands," and vails ne ater than sixty, araager, or hi reasons within writing to % part of gtec, si�tl :u ve (5) business e Licensee, tie 1is Aiwreertettt tsultants, sub consultant actors, sub cp rs, vendors, r ill c the s requiredfor the Show shallat all times d Property an 1 betw ubiect provided with full uninterrupted access to the. Property. y of Miami emergency ve owed to occupy the pr day period encompassing ;Presi dent's Day 16 and February 15, 2016. The Parties will use their bes on provisions in Section 18 of this License, to conduct subsequent �,P Shows for Ttu �etive day periods encompassing President's Day weekends through and itiCIUSiVe ofPresident's Day. Notwithstanding the foregoing the parties s ee that, if this License is thin five (5) years of the presentation f the first; boat Show, the admi respective parties will convene a meeting in :Marto; Florida to discuss the via THIS DOCUMENT IS A SUBSTITUTION To ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 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: Fees. A. Use Fee, In consid tion of this License, equal to One Million One Hundred Fee"),. plus fifty percent (50%) o Parking Income as defined in beverage concessions and/or parking properties ("Percentage and any similar State or forth in Section 7(D) belor� approv 's prods with apt effo Boa and crncessian ch S"ho al bra ipts, in =, audit b year, slta 1 a to the City an amount bollars ;e ns defined i s from any a1 al Show or any adjacent of Florida Sales grid lw 4O.d tied and off -site se Tax paYab1e in the manner set petty. Subject to compliance e parties shall use their best pn, on the Property in future years. Should the ptus or impo e future on the Ioperty, the Use Fee shall be increased on � h e percent (3%) or CPI adjustment, whichever ec will provide a financial report detailing all the Gross arrd all related accounting for all food and beVeras l be signed and certified to be completeand correct by an e • Gross Receipts and. Concession IncUtuc or Inr otne RS defined A ` and Parking Income as defined in Section'24 may be subject City as described in Section 14. Any intentional misstatement of any financial reporting, including, but not limited to Gross Receipts, Income and Parking Jti ome will constitute a default under this Revocable .L eensc. Payments for the Percentage Fee as applicable will become due sixty (60) days after the last day of the Boat Show, order, ca earli tents, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Boat Shaw lire -Payment f"or• City 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 1oad-in. Payment must be remitted no later than seven (7) business days prior to event load -in, in immediately available funds payable' . city of N iami: CK Corditit,n et' Fe City expressly reserves the ri Deposit') far all Shows and to set basis. City will survey the prop fter event acid if damage is £our>d, eharges. - act a dat that deposit deposit ("Pantag oy-y iaow thin five () siness day; promoter cat' any addition Upon execution of c ensee s1al ish the City with a One Hundred. Thousand Dollar l ',O eposit in the form of a money At the end of the event or upon e shall remove from the Property all arc perty placed by it on the Property and the same condition in which it was when roperty, except for normal wear and tear, damage to ovided for in this paragraph, and any des tt ctlon of the an event of farce majeure (as defined nation ens ertere Fund $urf' xcep eck, or c ithstanding the above, before the last day of the Limnsr and al 'als, objects and/or liquids, fluids, vessels, storage containers, any Hazard s l'viaterials (as defined in Paragraph 32 below) and/or spills removed and cleaned, all holes, trenches in the paving shall he filled by Li and any protuberances (such as "speed bumps") made by Licensee shall also be removed from the paving. 15 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS D OCUMENT, :Before the first day of move in and the day after the last scheduled date of move out, a duly authorized representative of the (:ity and of Licensee shall together inspect the Property to evaluate andnote 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 inspec date of such work; Its theevent repairs or work is 'e teturn the, Property. to the condition it was prior to Licensee's entry the amount of the deed shall be applied toward the payment of neeess sepal work In the event the amount necessary to repair the damages d the Da agrees to pay the balance to the upota e ity's Satisfied with the return condition o �� 'sin the City agre release form attached as Schedule "11" h In the event the 'deposit. a been entirely used by td repair clam o the Property, the'balan the Damage Deposit shall to Ltccii ; slot later than thirty business days after the termi that lrcen�ee fails ter rexr�rvc any personal property equrp ai d fib s from the P.. erty within tw_ enty-four (24) days folio. the close dit , den s property shall be deemed abandoned arid. ftersoital property of the City. 'I'he City; ty, shall r .move the same and license associated with such removal and disposal ilowii g ouch removal. of Use Fee. nsec shall pay to the City the Use Fee plus Sta appliaal)le, within the time provided in Section 7 for the license in accc rdant e with the schedule in exhibit G. dscretia reimburse of. Florida Use tints of the Use Fee, as applicable shall be made; payable to "City of shall be mailed to 444 S.W. 2'd Avenue, 3th Floor, Department of THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL.. BACKUP "ORIGINAL, CAN BE. EN AT THE END OF THIS DOCUMENT. Real" Estate and Asset Management, Ivliarni, Florida 33 13 Q, or such other addres as may be designated izr writing from time to time from the City Manager or er authorized deli; uirity ultaneausly with the execution oi'tliis License, City a Security Deposit in the .amount of Twenty Fiv guarantee for the full and faithful performance by under this License or in, connection with this. censee is in violation' beyond may use, apply or retain all Or any part of other suit of money which Lieetlsee was oblig expended by City on Licensee's to accordance or (iii) any sutra which City may`ex e aired violation° Should the City use, appl shall reimburse t � ; i u ed, app application o 'The use portion thereo Property i arid tear exceed. Upon the return of the Security (or balance thereof) to the Licens 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 rties stipulate that Chapter 83, Florida Statutes, does not apply to the Security and this is LOT a Landlord/Tenant Agreement, or re" etatrze� a� tlication rat Preve lee shall deposit with •"° nd Dollars ( 5,Ofl0.0O) ce o "' �`bligations of eensec_ urity") notice or curd to ", the City the payment r) any" ice er y but did not pay, (ii any sum lthe provisions of this License, d as a result of Licensee's f the Security, Licensee u thirty (. 0) days of the City's or retention of the Security or any City 'from exercising any other right or aw and shall not lit/iit any recovery to ti violation of this ] ;ieense, the Security or be, s ali be returned to Licensee not later than ten (l0) busine Boat Show pr upon the date after which Licensee vacates ondition or better as existed on thee. Effective `bate, ordinary 'w Lands abutting the Property ('Annual Subter ed Lands F Lands Fee shall be due and payable within teta. (10);busin invoice. Unless otherwise instructed by Tll''"li Licensee to the City, and.the'City shall forwar City, Licensee agrees to milt the Annual of Real Estate and Asset iviaragetnent 0 Attention. DREAM, within ten (10) busin am. Licensee shall furthe = hgated to sn TIITF/AEP any and all doeu include, but is not limited to di Lands Area. Retui THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT: Annual and Otherged Lands Fees. Should the Licensee apply for a TUA and Submerged Land. Lease of the Licensee, Licensee shall be obligated to pay an Annual Submerged determined by TIITF/DEP in consideration for the commercial use of the ubrnerg ein Annual Snbniergec s of License's receipt o d ,f all° be payable by tfi b TIITF ds Fee to they W ,2nd Averiu nays of being billed by the ity for remittance to TIITF/D: P which may vest slips for the Submerged 'to the City as uncolleetible, the License+ ed foe the "Returned Check Fee") based on the urn:ed Check Fee $20.00 .0O $30.00 300.0" $ 00.00 $40.00 OVER $800 5% oftl Cityby Lie Returned Check Ire shall constitute additional fees due and payable to the nsee, upon the date of payment of tl e delinquent payment referenced above. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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.retutned cheek, the City shall be entitled to recover.a reasonable attorney's fee as provided by Florida Statutes: ate Payments. Licensee hereby acknowledges that tat Licensee to the City of the Use Fee and othe cur costs not contemplated by this e .tremely difficult to ascertain. Accordii. other undisputed sum due from Licensee shall no IS) days after the date on whicl undisputed City. a late charge equal to five p hereby agree that such late charge the City will incu. charge by the tom" uch overdue am€i` ed h y to any e1 oyerted in uch amoud (11 50%) per um from its due date. Paymen. cure any default by Licensee under this License. _ 19 of such On of late . ent by constitute event the Cit or a�tlaw i are the subjee n forth equity. paced chargesby the .usc floe City aet amount o tch will be nt of the U ee or any ed by the City within fifteen due, Licensee shall pay to the ue amount; The Parties nable estimate of the costs nsee. Acceptance of such late fthe Licensee's default with respect to rcising any of its other rights and e terms of this Section shall not of a :good 'faith dispute which are promptly all pertinent details .by the party seeking to avoid five (5) business days of the due date. id to the City within fifteen (15) days after the date on which' shall bear interest at the rate of Eleven and One Half ;percent such interest shall not excuse or THIS OO.CUMI NT IS A $U8ST TUTIQN TO - •ORIGINAL BACKE}P DRlraINA . CAN. BE SEEN AT THE END OF THIS DOCUMENT; 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 Licenseeduring its occupancy of the Property as well as all costs for installation of any .necessary lines and equipment. City, at its sole cost, slim upgrade and install all utilities and separate utility meters re, q onsite Licens its use, shall be billed by the City for all such utility s : used during the even the event that the City is billed for any utility or servie that r csult of Lieens of the Property, the Licensee shall reimburso th ithin usiness days of notification of the City The City, acting by and throu or suspend the provision ventilating and air con ieh Licensee may be entitled gency, or 'for repairs, alteratio Manager desir labor, or fet repairs, alteration teriunelta �. �3a ly resulting da : by mason t== suspens f a uti obligations n{ Taxes. if Property were to become taxable, Licensee will pay it's proportionate or the number of days of the even and sixty five (365) clays, over the y roe is and t hnen nece City's or other individuaPs riy u gsys yes the rightto interrupt, ding but not litrirted to, nt serving the Property, t y reason of accident or n. the judgment of the City` or due `,clriliculty in obtaining supplies nr onabie control of the City. The work of such asecutcd with reasonable` diligence. for any failure of the utility comp apply utility service to Licensee or for any iimitationi b ders or directives, Licensee shall not 014 lerruption, eurtaiirnent rvice, nor shall the Revocable License or, any of Lice eted or reduced thereby. 20 ulated on a fiill calendar year icensee will be responsible for pa; governmental , impositi 14. Sales Records. All records and acco rots invoices, duplicate deposit slips, and all other supporting records and audit by the City and its duly authorized a hours, and shall be maintained in accorda -principles. The Licensee shall keep and prey •records for not. less than thirty six (36) ri on the same period of time, Licensee shall also covering its operations at the governmental tax or other retunr and shall, upon demand, deliver pho cost. The auditors desi aeco tional LI ad in quest exa ion of i. thereto o id, upon the violation of th;;: in its local h THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF `THIS DOCUMENT. parking surcharesand bank statei e available for inspeetion o be kept nation o s during bufrier ted aceountiti gni tense.` of all sales and tax re operations, and any other treasonablesales therein, pies thereof to the City at no - e City's internal auditors andlor such other ate the City's examination of records and s and accounts shall disclose a liability, for e Fees theretofore paid by the iieensee for the omptly pay such. additional Use Fees. if such and accounts shall disclose an overpayment o y shall promptly credit the excess to the Veen errnination of this License, and provided Licensee is not in ense, if such overpayment has not been fully credited by the City, :thbe sty Stall pay the Licensee the balance of the outstanding overpayment within thirty (30) days of such cancellation or termination. 21 THIS DOCUMENT IS A SUBSTITUTION TO.,..:..u.. ORIGINAL BACKUP ORIGINAL AN BE SEEN AT THE END OF THIS DOCUMENT. icenses Authorizations nd Permits. Licensee shall obtain, or cause to be obtained; and .maintain rce and effect throughout the term of this License, at its sole expense, all licenses, authorizations and perrtrits activities. Licensee sh essay for Licensee to conduct its Boat Show c+ be responsible for paying the cost of said licenses, authorizations and permits. A. Vendor Regulations. The Licensee's lay -out for all food an cooperation with the City of Mi life -safety requirements. There exception the Licensee shall fill out and nplete layout of vendo prior to the start of the sho l) NOTE: Certain vs etc.) o pro Coordin Al rdinatoi a tent, ayout ap and obtaini�ag s rbn areas' t be developed in Rescue i► epartment to all pplicable o cle `on from this arc itb ut . to the City Event Coordrnatar is tab,vcred seven (7) business days refrigerators, dera, pedal elec'' a power ds, Vendors may be required to enerator(s): Please contact the City's Speeial Events ys prior to the event if vendors.wilt be power in excess of standard household Vera. (7) bus d pre ion areas require a tent. Subject to City 4O13C t..e extin v Rind carts and self-contained concession stands do not o (2) 10 lb. ABC fire extinguishers are required at each food hot grease or oil is used in food preparation, on : (1) lO ib.. fisher is required, The vendor/promoter is responsible for providing all fire extinguishers, All extinguishers will be checked by the Fire arshal. 3) I cooking oils or grease are used, all waste products must be disposed c in petmitted;t grease traps/containers or in metal containers provided by the City. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 hours prior to the scheduled start of the event parking their vehicles off -site. Due to parking on the property.. 6) Each vendor shall display signature. Such license shall be visib food products, vendor's name, and phone nil 7) The Florida De ("DBPR") will have itispec are an owner or employee o from order DBPR ust provideir copy o. xemption. Al promoters a latian . d license odor areas for compliance. Failure age deposit. Continuing failure to comply he right to vend in all City facilities. ndors are respo there xs r! upational eh vendor sl, d Professional Pegul orary fee. if y aurant you may be exempt n e to the DBPR inspector esponsible for contacting xeeute and provide to Licensee, forthwith upon demand by any fee or charge to Licensee, all "location releases" and ar tit orizations as may be required from time to time by Licensee in order to ow audiovisual television or film producers to film the Property or any Show to be performed on the Property. 23 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 16, This License Con ears No Exclusive Possesslaan of a Property. This License confers no exclusive'possessitin cspt property, provided however, the City agrees not to enter hate another License or any other similar Agreement on Property that would interfere with Licensee's ability to operate for the Permitted an the Property and/or the Submerged Lands Area so long as this License is This will not be construed to prevent the Licensee from e'° access to Show. The Licensee cannot exclude the City from the The City agrees not to use or Permit others e control of the City during the License and Licensee,. nsee acquires no exe ,of the demised Property during This License solely aut iced purposes set forth heri that the provisions of this License hereunder are a te►npc rary License. o c theth0 y and facillties'undpr ee as meta s eed by the City. the tries • other lli £t to operation no.tK. ,n ter ant, but a mere p penal ptivilege to do ccrtairi nits o aperty an use the :property, subject to the terms of this Ct ain >nian, poss n and control. of the Property. 'therefore, no le.$erred upon Licensee under the provisions hereot. rlSee do: d "elat any time any interest or estate of any lni p «it wy y hatsoever . e Propb. virtue of this License or its use of the Property Y her ir, Additions , Licensee does not and shall not claim at any time any iinterest or estate o bind ors tent whatsoever in the Property by virtue of any expenditure o funds by th� ' fie forimprovements, construction, repairs, partitions, or:alteraborts tr►' the Property w ich inay be authorized by the City Manager or his/her designee. This ense is Not Assignable. The City has relied on the extensive and unique reputation and experience of nee in granting this License. The License is personalto the Licensee. Licensee shall THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT,: not sell or assign this l ,icense or any part thereof to aiay 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 con. no right upon such assignee, shall constitute a default under this License, and shal in an automatic revocation of the License and the irninediate forfeiture of the rights Licensee hereunder. anc Nation I l .vac. nager Hitt Cause. it rob° cease Zvi, cause tfaat o & hotic;pf the City Ma �� c by the +xly? n-at —Will The City Manager may cancel c. convenience, at any time, with written vi ng not less than three hundred (300) inotice of the re dct tio cnsee. Such notice should be given in the ter specified by Section is nse that is granted to the ]✓l is revocable of t], by the City, through iithager, without the consent oft ° in accord n N ". this License b xpress ulzderstanding of the parties a evo Alt. i ease. On y -.Expo paid by electric ation y expenses rrrust be paid y overage will be refunded. 0) days of event closing, or shall be applied to the City. Ancillary expenses include, but are not al, plumbing,utility, telecommunicat nology, salary costs to any third party vendor supp er casts including any tax or burden costs, equipment rarttall and any other r ices provided by the City or its subcontractors. The Licensee shall provide detailed event estimates and projections as early as possible in order for east projections to be prepared. 25 Tors{ THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Following the close of the Float Show, 'nvoice the Lice 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. 444, C. Advanced. Fees, Any advance fees llstedd ih Exhibit unless expressly stated otherwise in this Termination for Cause. Each party agrees to abide by each and either party materially breac the nonbreaching party steal notice within which to cease such breaching party' s do so, th giving ten ( be deemed au nanbr+ ar o fissions: Failure dueda otice to 1y. coled with e are icon and condition or conditions o enty (20) days, inch deficiencies. Upon reaching ity may cancel this License upon eacliing party and thereafter the License shall the necessity for further action by aching include,•withou limitation, any on of the follovin pay any payment or any portion thereof within ten (11 urance as required in this License y other event which the City Manager deems to be a (d) Failure to comply with the terms and conditions of this material or substantial, in nature vial default; icense which are THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 MVIana without the consent of the Licensee. 2O. Hotel Room .Blocks for dire boat Show Recognizing that forty percent (40%) of Miami i from. outside the State of Florida, it is critical be sufficient appropriate hotelrooms a agrees to use its reasonable efforts to encoura ant roorin blocks to the Liei Improvements, Alterat As a further condition. improvements to the d hereto ("Irnprovetnen the timewschedule an amount rio by the City benefi separate any. ark inprove. Lnprovei any other censee be prepared, a have o may be condi d therein. Th hnte 0 Boat Shown attendees. f the Boat Show that use Period, The City.,. ty to provide ity has a cribed b provements according provements to the Property i ($16,000,000). The Improvements made rive Virginia :Key .arid enhance its° emporarprovements for the Boa City's Improvements. licensee shall coordinate,:, khe City, and shall work with the City to coordinate 4iti4 ept in the event of an emergency; Licensee shall rio pairs or alterations required or permitted to be perfornied by d :until Licensee shall have caused plans and specifications nsee's sole expense, by an architect or other duly qualified person -and the approval of the City Manager or his/her designee, which approval oneti or withheld for any or no reason whatsoever, In the event of an THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. emergency, Licensee may reasonably °proceed to pe orrri such repair work and shall immediately notify the City of such work. The Licensee shall submit to the City all plans and specifications .far the temporary improvements or any additional repairs or alterations for the Boat Show. Licensee shall be solely responsible for applying and acquiring all necessary permits,. including but not lirtaited to, building permits. The Livens e responsible for costs associated with any temporary improvements an rations including, but no limited to, design, construction, installation, and pe : co The temporary i rprovenu nts and all to n n must with a ordinances and regulations of the eta f Florida liami Dade mini and any other agency that may ha - irrrscl over the P presently .exist and as they may be amended der. ° By the installation o Iteration, addition or replacetrieix : City shall not 1ud d from the Property. Ownership o As of th Improvem.e in Exhibit UF and nsee, sha s letion, becon 1'rciy ,' ft is under stated, a n this that Licensee li prole.. , .o oughout - use period, all buildings and City, including all Improvements described ments and any and all the lmproveine y, whether or not by or at the expense of vided by written agreement, immediately upon t City and shall remain and be surrendered with the tha the Licensee shall clearly identify, by written agreeinent n, and as noted in Section 21, all the temporary improvement allowed to retnove. 28 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL® BACKUP ORIGINAL 'CAN BE SEEN AT THE END OF THIS DOCUMENT. 2 . Iteasonabte Effor For purposes of this :License, the Parties Shall ink good faith efforts subject t the revocation provisions in Section 18 of this Liceaise, to assist and facilit productions of this Boat Show to take place on the property 4. Parking City, or its agent, will make reasonable paid parking for the event at Virginia Key Beach the east side of the Water nt ally other areas iu th e cc between this pt However since parking ons outside of Virginia K patrons can be shuttled in to mini The Licensee agrees to heavily pro The Parkin nc ived fron areas in the t of the; `ow operated as Income reed er Pep nity t' w> The irl ng: and th gat `�d, 'tl�c LYcrisee e dequate shut .vide any available pnc� ity o'v property located en n:ASD") w ent piai ity will pry or all park provide su s he ma l u ker l acker Cat Sew e parking, Cations on Virginia Key and other- for the Boat Show shall be defined furredare paid (including,:, but not king attendants, and off -duty law enforcement operations at the Property or on Rickenhacker ion operators or concession owners are paatd,. and azy,. de the parties are paid to their respective operators tking coins, received from parking .:operations shall be Split evenly,: censee and Licensor; Offite Agreemmnts The City agrees to Make teas ot a,`ble efforts to develop agreements with lease tenani City -owned property on Virginia Key for use by the fltc nsee during the Show. ccessfully agreed to by both parties, these agreements will be included as Exhibits to THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP' ORIGINAL CAN BE SEEN AT THE END OP THIS DOCUMENT. this agreement. Net revenues .from these areerrients will be shared by the City grad Licensee as outlined iri Section. 4C. 26. Liens. The Li e shall not knowingly suffer or permit any to the Property by any reason whatsoever, includin labor, services or materials supplied to the License possession, of the Property as a result of an agreent Licensee or Internal Revenue Service (IRS). Noth as constituting° the consent or request of the , e presse imp lie to any contractor, ,subcontract , l` er or°:, erialmar forth or the furnishing of any rxiaferial f• :. apebi c Fork on the"Property o contract for or pe nit the at would give rise to tle ens ttr trlJ fled again t nor as gi vhig. the Licensee rendering of any service or the g of any ;construction liens: a shall at any tirn discharged .. it tl any pay th pity by tsee r yoni�yye haryrvingo day{ �yhtr{,tyoy o is I rc hall be construed d or irti lie irzf+xcncc or the :property- tf-an. d against t „, `�operty, icerisee shall cause it to be y (30) a aver th.e date that it has notice °fits filing, o disc ten within that period, then in addition to hall not be obligated to, discharge the lien e due or by procuring the discharge 01 City shall be entitled, if: it so elects, to compel the roreclosuro of the construction lien by the lienor and to dgr et►t, if any, in favor of the lienor with. interest, "cost; derstanding that all amounts paid by the City shall be repaid to nsee immediately upon rendition of any invoice or hall not be required to pay or discharge any construction lien so long;a hall in good faith proceed to contest the lien by appropriate proceedings and shall have given notice inwriting to the City of its intention to contest the -validity of the lien and .shall famish reasonably satisfactory evidence that funds are 3tl THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, or will be available to. pay the amount of the contested .ien claim with :ill .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 compe,proseoution, of any action with respect thereto during ar y time that the Licensee is ntesting such lien: 27. City Access to Property. The City and its authorized The Property:. City will maintain a. eo sole cost and expense, may duplicate first receiving written approval from ;th changes key locks as approved by the Director, must also provide to theCity a ar copies o required, The City shall have access the Property, ) any obli tiled to pe eeptat (s) Il ar es have access to tl�ie tnplete so ys to the Pr « g p Lroerisee," at ;its r c e key 1` cks to the Pro e b t "not Until e l Ivork. In the eint T icons ,e ivee matter wi purpose. autled designee howeve; City sh and License tali present duringtl Ie ti or damage to Ibe Li described herein `for fuilrc to do so sh tit` Lice o `Licensee to assur s sole cost and-expeiis ore than one copy is ty at any time 'to (a) inspect e hereunder which Licensee has Licensee not having cured such e Licensee compliance with the applicable laws, ordinances to prospective purchasers, tenants or other ed necessary by the City .Manager ance of the City's corporate putpos+ a diligent effort to provide at least 24-hours=adv4 ve the.ritht to have one or more of its representatives or employees _. me of any such entry. The City shall not be liable for any loss, censee by reason of the exercise by the City of the right of e the purposes listed above. The making of periodic inspectii ris all not operate toimpose upon. the City any liability of any :kind whatsoever nor relieve the L,ieen o; under this License. Safety Licensee will allow City inspeet is compliance with safety precautions as required b egulations and ordinances. By performing thes representatives are not assuming any liability by v and ordinances. Licensee shall have no 'representatives from the occurrenc ssu.arice: of a notice to proceed a schedule the inspecti THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ponsibility, obligati© 29. No Claim to Assets ar l ig By entering into this Licen titles or interest tg : '' 's assets, ri a this Licens Licen City and dari<la to as `Liab destruction a the perfrirman,ee or eged to be directly or indirectly caused, in whole or in part, by any act; lion, default or negligence (whether active or passive) of Licensee or its employees, nts or subcontractors (collectively: referred to as .`Licensee"), regardless of whether agents or repre 0 iability ass ted ntatives the ability to 1, state or local laws, ity, its agents, o inst th ult of suet tact the :12.i anagenien e granted any asset except as otherwise y, defend at its own cost and expense and hold harmr 1 iployees and agents (collectively , referred to as f'them from and against all loss, costs, penalties, les r agen lading attorney's fees) or liabilities (collectively iefezred y reason of any injury to or death of any person or damage to or any property arising out of, resulting from., or in connection: with (i) on -performance of the services contemplated by this License which 3 conform to applicable statutes, ordinances, permits, of any governmental authority, federal or state, this License, Licensee expressly agrees to rode any of them, from and against all liabilities w employee of Licensee, or any of its sub ee's liability to such employed o: o payments under state Workers' Comp similar laws, s r ce, Licensee, at its sole cost, sha ; bta hroughout "..+ of this laic iehed h, o and t : = a part. hereof In n all t - "ty y, improve` s, fix 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL. CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 Licensee to comply with any of the Sections herein or the failur of the i cense or other rep latians or requirement connect', . the performance Cl mnify a liar ,ess the Indentnitee rich . gay be ed 1iy an empioe is ja s, as pro above, fcir whit er em Ioyee would o lim it + I ngsht� an's A et, air in full force and effect, a uce coverage as set forth in Exhibit iable or responsible for injury, lass or dam equipment belonging to life cers, agents, employees, invitees or patrons occurring 0-11-yiLicent but the Prop that xha .tarn, d • oyed, er in any way damaged, including, without flood, steam,: Rty, gas, water, rain, vandalism or theft which may les or into any p a of the Property, or from the breakage, leakage, obstruction defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning orlighting i fixtures of the Property, or from a hurricane or any act of God or any act of negligence any user of the facilities or occupants of the Property or any person whomsoever wile Bch damage or injury results from conditions arising upon the Property or upon THIS DOCUMENT IS A SUt3STITUTION TO t�RIGINAL; BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. portions of the Property or from other sources. Licensee indernnifres the City, it agents and employees from and against any and all such claims in accordanc provisions of Section 30 herein. Licensee further acknowledges that as lawful cons right to utilize and occupy the Property, Licensee, on contractors, concessionaires, invitees, and employees, doe liability the City, its officers, agents and employees; death or property damage resulting from Licensee' Licensee, at its sole cost .and expense deral, state and local laws, es, orders, administrative a ation, any 'Hazardous Materia industrial hygiene, environmenta any flammable explosives, toil polluting materials, substances or es", " ' C1ou Mat ls" or "Toxic Substances,. tinder tegulatic (collectively "Hazardous Materials"). The rid o pense enure, maintain in effect, and comply Wi nts and other governmental and regulatory zardous Materials within, on, under or about pleas frotn uy legal and all claims or injury, cots comply with ubstances", any such la 4 Licensee sha all sto applic managemer shall, at its devices, placed, o cludiarrg upla _ any Hai ! j ous Ma Statutes " dina.c ns anw >..dtrnis age, disposal or transportation ardous, contaminated or itation, any "Hazardous submerged land, required for the Licensee's erials ui or about the Property in conformity with all teriials Laws and prudent industry practices regarding ardous Materials. Upon revocation of this license, the' and "expense, cause all Hazardous Materials, including their stor inadvertently released, in or about the Property, in., on, or around any upland or submerged land, by the L from the Propertyand transptirte compliance with all applicable Hazardo ee or at the Licensee's direction, to be removed use, storage or disposal in accordance and erials Laws, The City acknowledges that it 34 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 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 Hazardous Materials .is strictly and properly monitored, and/or mitigated according to, and in compliance with, all applicable governmental requirerne .tsP The requirements of this Section of the License Agreement shall survive the ex Agreement,. 33. Notices. All notices or other communication License, shall be in writing and, shall be del addressed to the other party at the address indicat ri on the day on which ban being posted or the date of actual. If to City of lvlia shal by slivered; faxed o termination of this ar may be gift i:telecopy, a n Such notice shall be deemed h snail, on, the fifth day after City Ma g er City of Miarni 0 Pan American Drive. nil, Florida 33133 City Attorney City of Miami 444 SW 2' Avenue Suite 945 Miami, Florida 33130 Director Department of Real Est Management City of Miami 444 SW el Avenue, 3 Floor Miami, Florida 33130 National Marine Manufactt Inc. 9050 Pines Boulevard and Asset ers .Association, With a copy to: Advertisir�. Licensee shal not perm', exterior of the Property withou r designee, which approval, Licensee shall, at its solecost decoration, adv condition governiner any si drive and ad c I?rope repaired by damage cause the City dirk the sole cost repairs within. required repair tter or cti r or oth THIS DOCUMENT' IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Pernbroke Pines, FL. 33024 Attention:. Cathy Rick -Joule National: Marine Manufacturers As 231 S. LaSalle St,, Suite #2050 Chicago, IL 60604 Attn: Ben Wold, Executive Vice Presider' Craig Boskey, Vice President, CFO Jon th Ho 20. Howe tton,Ld k=r_Dr., Su eago, TL 60606 q. 00 utter to be placed"ipt obtained . , approval of the Direc ably :wi z; ld, at his sale discretion. provide, maintain such sign, be permitted hereunder in good ust further obtain approval frorn all and 'must comply with all applicable ations in the City of Miami Code and Zoning. city Sign Code, as applicable. Upon the cancellation shalll� tits sole cost and expense, remove any sign, decoratio thing permitted hereunder from the Property. If any part of ay damaged by the removal of such iter•ns, said damage shall be at its sole cost and expense. Should .Licensee fail to repair any. to the Property within ten (10) days after receipt of written notice ng the required repairs, the City shall cause the Property to be repaired; at xpense of Licensee, Licensee shall pay the City the full cost of such n (10) business days of .receipt of an invoice indicating the cost of such THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, ee hereby understands and agrees that the City ay, at its sole discretion, erect or place upon the Property an appropriate sign indicating City's having issued this License. Public t.ecords. Licensee understands that the public shall have City contracts and all documents, records and reports to this License, pursuant to the provisions of Chapt including compliance with the provisions "Contracts; public records" and agrees to documents subject to disclosure under appl: 36. aConrpl.iance with LaWs. Licensee and/or its authori codes tiding, but ordinances and governmen its authorized ag ensee ha#, Attic reascnatte trxesa ect and generated purse 9, F Eid" .Statutes, as atr o a Statutes,' .0701, �e City u;ree to co not limited to, Pl enacted or +Ixa:ulg the 'visi�iis ofth C py a rt all ® com 1 wth ith .all applicable laws ode as it may be amended), ed, y federal, state; county, and city and Code of the City, Licensee and/or sortable directives of the City Manager,. e of on 'et of interest laws of the City (Miani de aunty, Florida (Dade County Code, 'Sec tton :.2-1: a as set forth in the Florida Statutes, and agrees that ith the terms of said laws and any future amendments covenants that no person or entity under its employ, presently 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 st shalt knowingly be utilized in respect to services provided hereunder. Any such. 37 • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL. CAN BE SEEN AT THE END OF THIS DOCUMENT. conflict of interests) on the part of Licensee, its employees or associ entities must be disclosed in writing to the City. Nondiserirnination. Licensee represents and is to the City that Lie engage in discriminatory .practices and that there shall be no with Licensee's use of the Property onaccount of race, marital status or national origin. No Discrir irtation in `Biting In the perfo:rhaance of this Lien authorizedagents shall not discriminate ployn ent because of age, sex, ancestry or national origin. Lieed action to insure that minority appl treated during ewithou color, rcligio' not be limited ability Act. affirmatively comply with all applicable provisions of : the. ilities Act ('ADA"') in the coarse of providing any work, labor or by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and dards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination in employment of disabled persons, persons, or oes not and will riot nation in cc11in sx, religion, age, hand thereof, ;Lie °ee an employee or applicant for lor, religion, familial status,. nts will take , affirmative id that employees are fairly their age, sex, sexual orientation, ric nal origin. Such action shall include, but rent, upgrading, demotion or transfer, wrm nation,: rates of pay or other fob 38 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THISDOCUI111ENT. 41. Compliance with Environmental Laws. Licensee represents and warrants that during the use period, t vzll toot 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 ty at the Property or. City -owned property in violation of any ap i cable Enviror Laws. 42. Radon, was. Radon is a t aturully occurn radioa t that, when i accumuiated in a building in sufficient quantities, may prose , calth risks to persons who e. '.oscd to it over time. Levels of radon that exceed fede guidelines hair • eon :forted in buildings in Florida. Additional information reg h? radon and radon obtained from your county pubs x ~ x unit. 43, Time of E It is expre to this Licen the final day y waiver b edition by the Part` -� hereto thft ay of of any p rod :Falls on he date o r rfo man may be is of the essence with respect weekend or legal holiday, then shall be extended to the next ther party or any breach by either party of any one or i provisions of this License shall not be construed to be i of any subs . t r other breach of the same or any covenant, condition or provision o this License, Or shall any failure on the part of the City to require or exact full and complete compliance by ,Li.censee 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 39 Licen 48. changed or altered in any and Licensee. 45. Litigation. Any dispute herein shall be resolved in the cou Florida. The Parties shall attempt to mediate any disput this is not intended to establish mediation as a 'cord specific performance, equitable or injunctive ra anner what THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS o0cutaN'r. oever other than by written License of the City 46. Attorney(s)' Fees. In the event it becomes nt rpret'°the provisions of this License au h all trial and appellate ley 47. 'Vie Aver of .I my Trial.. The Paris !y li�owingly; vocally, : htntarily and intentionally wai any right ey ha o a trial by "ury zt respect of any action, proceeding counterclaim bad th: erase, or urisr% out cif. under or in connection with this Lice foram arras - `rat o o tot of this License, or any other ae utcd by Parts s in connection . tth this License, or any c u uet course o rrxg,.st• whether verbal or written) or actions of any p ',Dade- cunt i tkon 1owcv0, 't hcforo parsuing t t al proceedinglo C hall bear its own attorneys hereto°;_phis waivair • , jury trial provision is a material inducement for t subject transaction. Third k sir I eueficiary. This License is solely for the benefit of the f'artie, be entitled to claim or enforce any rights hereunder, 40 • lei and::ho party shll. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN "BE SEEN AT THE END OF THIS DOCUIVIENT. 49. No Partnership. Nothing contained herein shall make, or be constt principal, agent, partner, affiliate, or joint venture of the other. {l. Further Acts. In addition to the acts and deeds recited herein atr d executed and/or delivered by the Parties, the Pantie and/or deliver or cause to be performed, execut further acts, deeds and assurances as may b mtemplated hereby.. Amendments. No alterations, amendme by an instrument in writing by Neither this License, nor any term It whole or in pa shall have a non-substantiv+ Cit ed to make any p o ceo.nsu odi ations h ` . sha n instrurn yin never. They it this 1 icens Ya ted to be perfornra d, to perform, execute ed any and ail such ate the transactions valid unless execute lity as this modified, or abandoned, no subsequent oral agreement ent y Manager is hereby authorized to execute :out the necessity of further action by the Draftsmen. hat no provision of this License shall be party shall be deemed to have drafted this Severa i ity a fd Savings Oat It is the express extent of the Parties that this t 'teens constitutes a licei fed against se and not To further this intent, the Parties agree as follows: (i) if any provision of thi se, or the application thereof to any circumstance, suggest that a lease, rather than a se, has been created, then such provision shall be interpreted in the light most 41 favorable to the creation of a application thereof to any THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL. CAN BE SEEN AT THE END OF THIS OOCUIVIENT. if any provision, of this License, or the s determined by .a court of cornpetennt. jurisdiction to have created a lease rather than a 1 icken and, to the fullest extent possible, the rents 'e, then such provisionshall; be provisions of this Lteense shall not be affected thereby and shall continue to operate and remain in full fore th regard to those provisions which do not a License, should any provision, section, paragraph, sen this License be determined by a court of competent otherwise unenforceable under the laws o provision, section, paragraph, sentence, word, o extent necessary in order to conform with su be deemed severable, and in either event, the e shall remain unmodified 54. Invalidity. In the ev invalid for License and th Headi' Title acid r`a nea Ion -mate :l provisio a tlxi License shall rvalidity\ all not .affect the remaining poi in in full fop and effect. sdict brit. o .... artier interit,_frir this ord or phrase contained in e invalid, illegal. r nee and ar nse represents the entire understanding between the subject matter hereof, and supersedes all prior written :oral xe representations, warranties, statements or agreements between the Parties hereto as to the sane. There are no promises, terms and conditions, or obligations other than those 42 contained herein, and no party has relied upon the state representatives of any party hereto; 57. Authority. Each of the Parties hereto acknowledges it is duly a License and that the signatories below are duly •authorized respective behalf. 1 d Protection Cia The City agrees that it will not lic event for the period commencing (30) days b 0) days after Licensee's last show day (the " event" is hereby defined as hiehha number of exhibitors/booths in th substantially similar to the product :l how that is open only to the "competing even show Final nta ny Final respons scheduled ie shall nev ersa. The . etl upon th y poii e deem inat oduct THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ents or pr©m seof the on ed to exiter:imtd this t this Licrise in them i r of'the Propel t y _ cornpeti n , .,.first show day d cancludi 41 Protection Period")A "cc npeti 0%) or'timed 1 uct lines the sari ent; provided however, peting event with a show open ether or not an event lines ix1 the proposed events prior or 'Director. once of the Use Fees, costs and charges which are the all be due upon completion of event and paya vial Finance Department. 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, nnarred, altered, or physically changed during the ti mein m any manner whatsoever, then Licensee shall be 43 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF' HIS DOCUMENT. responsible. Copyrights, Trademi�rhs. All federal, state, and local laws and/or regulation related to copyri trademarks, etc,, must be complied with by the Licensee and all exhibitors selling s items on, the Property. Rather, the 'Licensee agrees to sav the City of Miami, and to pay all costs related to acknowledges that Licensee owns various tradem, "National Marine Manufacturers Associatio iuternatiorial: Boat Show" and related Toga take any action inconsistent with Licensee'. l erehandise. Nothing provided in this merchandise and/or booth giveaway with City's cone, 6. U purposes. A'1 rt the bu c rhp1etely hold hartrtle n of the above. City but notlimited j oating, vent -Tice irortt sllitxg show re dered to be in conipet petty tie tune this License is executed, imager cir Director to operate any engine or y or use gasoline, propane, or diesel for mechanical or erials must be flameproof before the same will be d should .have writtenverification of such ployces and Agen Licensee will furnish any technicians, stagehands, ticket seller ushers security guards, or any other auxiliary personnel at its own cost. 44 icket takers, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 65. Emergency Powers ito 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 p: ause to be removed there any person or group of persons, any materials, equipment or other judgment, circumstances of a dangerous or unusual n reasonably believes are about to occur, and such actiai and welfare of persons and/or property, and Licn; damages against the City , its agents or sery gees Discretion.,. expressly provided fo the City Manager. The City M is with Licensee. IN WI N duly exeeu of the dat By: Si r :asonable distil uitiriiateiy at its REM?, t arties he : o have caused this incense ive officers and hereunto duly authorized as 45 :LICENSEE: NATIONAL MANUFACTURERS ASSOCIATION Inc., a ` Delaware not for profit corporation, authorized to transact business under the laws of the State of Florida. By: Signature of President Print Name By: Siaraai Print Name Attest: Corporat Corporate S 46 THIS DOCUMENT IS A SUr STITU`tIQN T ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Print Name of Presid ATTEST. Todd B. Hannon City Clerk OVED AS TO INSURANCE Ann -Marie Sha of Risk Mana Victoria Mend, City Attorney THIS DOCUMENT IS A SUBSTITUTION TO. ORIGINAL. BACKUP ORIGINAL. CAN BE SEEN AT THE END OF THIS DOCUMENT. CITY OF MIAMI, a municipal corporation State ofFlorida AND CO :R ECTNESS: 47 o, CO THIS DOCUMENT I5 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, T "A" LEGAL .DESC i `ION (UPLANDS) 48 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL.. BACKUP ORIGINAL, CAN BE SEEN AT THE END OF THIS D OCUMENT. THIS DOCUMENT IS ASUBSTI'TUTION TO ORIGINAL .RACKUP ORIGINAL CAN OE SEEN AT THE END OF THIS DOCUMENT. MARINE STADII * THIS DOCUMENT 1$ A.SUBSTITUTION To " ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. THE INFORi AN PRO VI ARE BASED ON THE BEST AVAILABLE INFORMATION AND SHOULD Si' CONSIDERS AP1 iA"€ THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EMI BIT PROPOSED SUBMERGED LANDS AREA SURVEY SHALL BE INCORPORATED AS AN EXHIBIT TO 'THE .LICENSE III AND WHEN USE OF THE SUBMERGED LAND IS .REQUIRED BY LICENSE; 50 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT C" TE PORAI2Y:USE AGREEMENT ("TUA") SUBMERGED LANDS AREA HE TUA SHALL BE INCORPORATED AS AN EXHIBIT TO THE THE -SUBMERGED LAND IS REQUIRED BY LICENSEE AND UPO TUA Liar tEN THE CITY AND TIIT /DEP E tiLE NTS Florida Power and Light Water and Sewer Utilities AT&T Utilities Solid Surface Broadband Internet Service EXHIBIT' "0" [N:ITJ.AL CITY IM. TY TO PROVIDE Construction drawings and schedule of coznpl 52 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. OVEMENTS THIS DQCUIVIENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT "E" INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF 1NSURANCEw REVOCABLE LICENSE AGREEMENT NMMA/BOAT SHOW AGREEMENT Con nereial General. Liability (Primary and Non A. Limits of Liability Bodily Injury and Property Damage Each Occurrence General Aggregate Limit Products/Completed Operations - Personal and. Advertising s ty Endorsements Required City of Miam listed a an addit Contingent Lia Contractual Premises/Operaility BusiueSs Automobile Liab A. • bility l3odi ury and Pro ontbin .Single Lim Aned, or bred y Damage Liability bled Autos d or Non -Owned Autos A1,000,000 amilisted as an additional insured sation ty Statist : fate of Florida Waivubrogation 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 IV. Umbrella Policy (Excess. Follow For A. Limits of Liability_ Bodily Injury and Property Damage Liability Each Occurrence Aggregate THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. riding liquor). City of Miami aisted as an additional ins fired. V. Marro Operator's Legal Liand Protection and Indemnity Liabl)� y City of]Viarni listed as an additional insu VI. V II. VI". Excess Marine Operators Legal Protection and Indemnit y Jones Mt, if applicable Each Occurrence/Policy City of Miami Liquor Liah li Hull an The above policie accordance with policy isnrarie approval ."he 'City reserves the ri a .ee eiat, `incl•uding, hat iaforinatiOxi $ .10,000,0W 10,009,000 - $1'OOO,00O per declared value n notice of cancellation in. of Florida, with the following qualif c b ted no less than "A-" as to management, a rd. h, by the latest edition of Best's Insurance Guide, published. by New Jersey, or its equivalent. All policies and /or certificates of and verification by Risk Management prior to instirance ss©ciated with ;this of 'limited to all policy endorsements, and any and all coverage equest copies of all insurance policie 54 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAI. CAN BE SEEN AT THE END OF THIS DOCUMENT. cc1r» PER MITTED USES, GOODS, PRODUCTS & EX EXHIBIT "G" USE FEE PAYMENT SCIJ Licensee shall pay to the City the Use Fee plus State of Florida following schedule; A) Upon commencement of the Effective➢ate of this Licen B) August I: $250,000,00 C) February 1: Use Fee balance D) By March 31, Licensee will provide a finalreport on the State of Florida use tax, if applicable, for the license to balance due to the City or balance refundable to the or refund due the Licensee shall be paid by Ap 56 Si THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, x according to the $250,000.00 Concessions plu: perty and indicate any ice due the City king net. DAMAG THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE ENI) OF THIS DOCUMENT, E71,SE FORM SUBSTITUTED REVOCABLE LICENSE ISSUED BY CITY OF MIA 'Itgi ire; „ MANtiSCTU S ASSOCIATION F A PORTION OF PROPERTY GINIA KEY UPLAND AND SUBMERGED LANDS MIAMI FLORIDA SUBSTITUTED REVOCABLE LICENSE This Revocable License ("License") is entered this day of 2015, ("Effective Date") by and between the City of Miami, a r rnicipal corporation of the State of Florida (the "City"), and National Marine Maiaeture 's Association Inc. ("Licensee"), a Delaware not -for -profit corporation w' ;'.� mp cipal place of business at 231 South LaSalle Street, Suite 2050, Chicago, Il1in;. 6060 RECIT WHEREAS, the City is the owner includes the upland and submerged lands collective WHEREAS, the licensee and international boat show events,` operty Virginia Key that ("Property"); and ed in the bush''., of presenting both national more tha' 'e thousand four hundred (1,400) companies involved in variou pro . ctiort g< y recreational boaters, and is dedicated Agr to cre Tr to— tin. and ` ` tectin s e and productive environment in �� p g9 p g a which its inns lao can ac ve financial access through excellence in manufacturing, wpor selling and service ! eirgei ploys; and public and o WIIEREAS • ars has beef .'�EAS.i censee ems to use a portion of the Property to present to ternational Boat Show ("Boat Show"); and ow will celebrate its 756 anniversary in 2016.and for roduced in Miami; and Boat Show generates over $600,000,000 in economic benefit to South Floridan ear; and 'WHEREAS 1,500 businesses that call Miami home depend upon the Boat Show, and Florida businesses sell more than $300,000,000 ofproduet at the Boat Show; and SUBSTITUTED 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 whorn 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 WHEREAS the Boat Show provides the equ ci,11 of 6,500 full time jobs; WHEREAS, the City and Licensee ("the Parties") sire a tend to enter into a Revocable License •for the use of a portion la Key up and submerged lands, Miami, Florida; and WHEREAS, this License is not assig WHEREAS, this License is revocable at-wo y the City Manager and without the consent of the Licensee pur io the notice Lpns of Section 18 herein as applicable; and WHEREAS, this License do general purpose, ght to exc¼fthe CityXom any right in real property, including an ehold st in real pro*erty owned by the City; and e does not 1ivey, confer or transfer a right to use any real p for any a1 pur frest, a right to use for any WHERE WHE ide the City fT WHEREAS. permitte this nse does not convey, confer or transfer any right to Any reapperty; and is Lieense :permits only certain, enumerated, specific and listed not permit anything further; and WH 4, the Parties jointly and voluntarily stipulate as to the accuracy of these recitals; e NOW THEREFORE, in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows: 2 SUBSTITUTED 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 Florid, fticeipal corporation, for purposes of this License in day to day s the City shall mean the "City Manager," unless a different 31I bod official is specifically designated in this Agreement. 40 c) "Board of Trustees for Int Impro, ements Trust 4t hereinafter "TIITF") shall refer to the sta ,7,ency administers these state owned land State of Florida D d) "DEP" shall mean ent of Environ " I Protection, which is tiArove 111,,,sowns state-o jed lands and ugh its administrative agency, the t 1Protection ("DEP"). f Florida tment of Environmental overseeing the administration of pv submerg Unds on be, f of TUE aIrector" -all mean the rector of the City of Miami's Department of R1,Azt a t e ar 'Tffee t of t "En enta Vws" means all applicable requirements of federal, state and ioij environmental, public health and safety laws, regulations, orders, permits licenses, approvals, ordinances and directives, including but not is to, all applicable requirements of: the Clean Air Act; the Clean °tater Act; the Resource Conservation and Recovery Act, as amended by ate sset Mona ent. cense is the date of execution of the License 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 3 SUBSTITUTED 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 human control, including but not limn national emergency acts of God, Government regulation, strike employees), fire or other n curtailment of transportation Makes it inadvisable, illegal, or i obligations under i) "Gross Receipts" sli directly from busines con or at the P s of .r ritime vesseF, or mechanical or other vending devices, ales shall b:cedit or cash sales or otherwise. Gross e® by: (i) cash or credit refunds for returned vided said amounts had been previously included as part Recex (u) amount of any sales or excise tax levied upon any tals and/or services rendered and payable to the appropriate ental authority; (iii) exchanges of merchandise between different SS's' ons of Licensee; (iv) gratuities paid to employees; and (v) interest ned 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 pf any event beyond acts of national security, threats of terrorism, than sty, disorder, of Licensee's sible for Licensee to perform its 'cense. revenue ref i a. by the Licensee derived pert n, consummated, initiated or erty, inclu 4 g business made or performed by SUBSTITUTED 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 4(1 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 ascnilenetlt in Section 24. rn) "Percentage Fee" shall have the meaning d to it in Section 7A. n) "Permitted Uses" shall mean the oceu �jcy an LiLpf the Property for the following primary and anvil dWsfurther 11d in Exhibit "F", which complies with the l4jrnii 21 oning Code, ci zany this involves the presentation o; s_s SHOW and its affiliated componen P, o) "Property" shall ,3,0 approximately and twenty six (26) Virginia Key, Miami, olori assing the ,4kli\ITERNATI ' AL BOAT oat Show"), ty three (23) acres of upland erged lani ned by the City located at icularly described in Exhibit is surrou ing the Marine Stadium and the on the east side of the Miami -Dade County 310,1, Ilt4c Se, srerepartment ASD) Treatment plant. -owne "Seen operty loeat liVg-asscribed to it in Section 8, ids" shall mean the water basin abutting the City -owned up1Tci irginia Key, Miami, Florida, "Subn ed Lands Area" shall refer to any demarcated water area, should they b mime available, abutting the Property and proposed for commercial public use by the Licensee and/or its patrons. s) ilse Fee" shall have the meaning as set forth in Section 7A, ortion 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 5 SUBSTITUTED 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 lhe Property for that use until Licensee has received the written consent of the City r or his/her designee, which consent may be conditioned or withheld in the soh c1 retion of the City Manager or his/her designee. The Property shall be used and occupie ylkeThicensee *°®e for the purposes of presenting the Boat Show, selling, us1�. or displ ng any goo / . products related to the Boat Show (such as boats, en ma accessories an roducts that have a marine application), including those goon; Etvices, products and supplies used in, or which service, the marin=. ustry and recre1 boating on, to, or from the Property, and to grant to third p. 1 �� ht to sell, or display any goods or products on, to, or from the property 11ect �f 'fin' fitted Uses"). Subject to right to pror goods and prodi enter a ark. agre c m the Prop how; and (iii k ass + f:d. able zoning finances, `,"°censee shall at all times, have the d display win the Property during the Boat Show (i) the aine and logorqf any thirdparty with whom Licensee has ale and use of such products by Licensee on or 'ods and products andthe name and logo of any sponsor of logo of any charity organization with which Licensee is splays, goods, and advertisements are permitted, subject to the approval of Manager or designee which approval shall not be unreasonably 4„yu withheld. Lice;, ee 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 allsponsors 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) clays 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 o tulip %able law that prevents Licensee from: i) selling, using or displaying these good 1q _ roducts; or ii) promoting, advertising or displaying such sponsors on the Pro ly du ae Show. If the City Manager does not disapprove the list(s) within 5) business a. f receipt of same, saidlist will be deemed approved for purpose ®f this Section 3 of Perini & se; Should the Licensee require the us o for its activities' for a water -dependent commercia shall, at no cost or expense t - City, assist TIITF/DEP for a Temporary Use the benefit of the Licensee. The Licensee sl ; expenses associa Submerged fees required to DEP ication fe the applicat EP Lease") ndard` erty is subject Sub ed Lands L set forth .°. IITF/D. prospective ., bt p` `C" attached hereto to be incorporated and made a part hereof "TUA") a ::.t to TII'I'F e„d Lands abutti the Property the Licensee shall apply and City any required applications to bmerged Land Lease for o pay for all costs, fees, and P for a pass -through TUA and the City, including but not limited to survey lnarcate the dosed Submerged Lands Area according to fees, if any, TUA and Submerged Land Lease 'P lease fees, The use of the Submerged Lands Area of the e app oaf of TIITF/DEP for a Temporary Use Agreement and/or to the City, as applicant and shall be subject to any restrictions for the use of said Property, as more particularly described in 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 SUBSTITUTED 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 othery e i to support an event of this magnitude with regard to off -duty law enforce solid waste services to haul away solid -waste on a r areas (large open -top bins). Licensee will be janitorial company to provide all necessaa Licensee will be allowed to secure access to ersonn basi during the Show to provide security for vessels at 4. Manner of Property Use. ire -rescue personnel, and in designated garbage 'e for hill ! g_ security firm and to perform c ar .> services. acent to the d me Stadium porary dock. Licensee's use of the Propert is no =`o .. Licensee acknowledges and agrees to abide b s and obligat , e s as set fo in the services to be provided, the manner of • tion, u, eas and i mtenance and utility obligations, provided however, the Citr es f e enter into a tier License or other similar Agreement on this ®-, at w iite'` r disrupt Licensee's ability to operate on the perty and o ; Subm Lands Area so long as this License is in effect.,, No other=lessee 'Tcensee may use space on the property in competition with oat Show d , ng the five (5) days of the Boat Show event, ill be allowed to use the property for the purpose of conducting the Show fa r 5) day period encompassing President's Day Weekend. Admission by the public tc ' 'he 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 Licensee 8 SUBSTITUTED various marinas throughout the Property will have full access to their boats before 9:00 am and after 8:15 pin 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 s and erect necessary equipment up to twenty one (2l.) days before the coin cement of the Show. The Licensee will be permitted access to the Property to raeve W = e down equipment up to fourteen (14) days after the final date of the necess icldltlonaltime may be provided subject to City Manager approvhich shall not be unr :' pably withheld. If additional time is required by NMMA; ve to work aro any events that the City may have scheduled to avoid ixn City revenues, or may otherwise compensate the City for impa d revenues. The ; will not unreasonably restrict access to NMM1 for Setup. The L . gas no right to the Property at any other time or date. To the max' extent possibr liveries antainers, equipment, vessels, etc, to - for the show sh1be tak n the staging ea which is the portion of the Property located ncl Se east of the and Talc ..wn peri e. en disrup and move Riekenbacke , usewa went office Containe he. Department LSD) Treatment facility. During the Setup are -shipped items to the staging area willbe n 8:00 pm and 6:00 am so as to minimize traffic disruptions Licensee will be required to hire off -duty law- as &ermined by the City to help minimize traffic equipment, vessels, etc. will be released from the staging area hibition space area (areas adjacent to the Marine Stadium) in a manner that do of disrupt traffic on the Rickenbacker Causeway. A. Reductioan 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, 9 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, Redaction of Upland Space. The City may at its sole discretion, redo the spwrovided for the Boat Show by providing written notice to Ln o less elve (12) months prior to the event date without penal ty£ o Licen ee. To the extei B • at Show's upland space is reduced by more h en per' cent (10%) arou ® the marine stadium subject to prior twelve (12) mei ritten notice, the Use Fee will be reduced proportionately,6 reduction of 10% ress of upland space around the marine stadium will have the Use ` _ further, to the extent the reduction of space materially advez;. ,aets. the ability to conduct the show because it n;:' $f oie. than ten pe t (10%) `ontiguous area around the marine stadia m in the del tr ination of togs Licensee, Licensee shall have the ability to terminate ' Agra cnt without ility to the City by giving notice in. the C. Conces ' ,; Food Any and whethe everage, Novelties, Marketing, Private Sector Sales, ncome received from any Concessions, or any sales at the Boat t the Property or adjacent off -site properties (i.e. Rusty Pelican, Win s, etc,) during the Boat Show dates (including Setup and Takedown dates), w od & 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 incuied are paid including, but not 10 SUBSTITUTED 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 Bevera The City of Miami reserves the right to restrike r®hol sales in all City owned properties and/or operated facilities. Subject the ;Li - ee complying with all requirements, the City Commission has e �tib allow . _� sale of alcoholic beverages in conjunction with the !s t Show The City of r erves the _, right to designate the location of 11 a 1 very stations. Alle uired liquor permits shall be filed with the City Man - at least ten (10) days before the commencement of the Bo :�,=l ow. i) No glass bottles are al ®wed t��3r { e set ii) Ale ; s to the pub �i°� n the Pro.® rty must cease one (1) hour prior the event, wit the exception of privately hosted events. ¶the end e cone i hair agen rahe Lich applicable Beverage Dep, (oncessio purposes of this Section is/are an authorized ee, are jointly and severally responsible for obtaining all holic x erage permits from the State of Florida Alcohol & nentof Business Regulation. In order to obtain a liquor permit, re must follow the guidelines set forth by the State of Florida and witting with all State of Florida Licensing, City Code and Zoning Ordinar 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 11 SUBSTITUTED ii) Zoning approval iii) Department of Revenue approval iv) Obtaining license :from Department of ATB v) All taxes, relatedto the sale of alcoholic beverages, are the responsibility of the concessionaire. E. Alcohol 'Wrist Band Policy. All concessionaires vending alcoholic b ity operated facilities will be required to use wristbands to idefi rk yco r.sumers ^al age. Failure to comply with this rule, whether by t oncessionaire or their re ent Live, may Coneessionai are required to provide wristbands. If concessionaire fa provide wristbands, the bands will have to be purchased from y at a cost of ten($0.10) per wristband. result in the immediate cancellati&n o F. Legal Requirements Conces a as a eon d precede . to vending alcoholic beverages, beer, . ine, m'' comply wit egulatory requirements, all State of Florida, Coun b and Miami- a � City req • � vents, as set forth in the City of Miami ode an stand=-s will the City be liable for any costs or expenses incurred by Lice: under. thi icense or as a result of its operations or related activities beyond those that ar` re.,, y 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 12 SUBSTITUTED 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 e he use of the Property, the Licensee shall deliver to the City, for the City Mana not be unreasonably withheld, a preliminary Licensee's installations and equipment on th roperty including, wi location of the Licensee's tents, ticket bdx o ("Construction Plan Staging"). Final Site Plan s: (60) days prior to the use of approve or disapprove, which disa days after its receipt, Once approve Construction Plan as Exhibit "Mg. 11 v contractors, sub, all tin i . pg the arty and The Licen Proe;0. roperty. The C 1 state the vglala shall be inc ehi r required b f'- e Licensee, its consultants, sub consultants, acto. ; vendors, and ° other users required for the Show shall at 1 rovided with full uninterrupted access to the circulate within the Property. n. access for City of Miarni emergency vehicles on the s app la- settin , which approval shall h the location of estriction, the on and food s'`! s, and vans due to the City not later than sixty an.ager, or his designee, shall within five (5) business nagern. writing to the Licensee, the rated into made a part of this Agreement Will be allowed to occupy the property for the purpose . of conducting for a five (5) day period encompassing President's Day Weekend between Febru 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. 13 SUBSTITUTED 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 terrain City will provide three hundred (300) days written :node 7. Fees. A. Use Fee. In consideration of this Li en - equal to One Million One Hundred Th Fee"), plus fifty percea yo) of the Inc Parking 'Income as definecit' beverage concessions and/o Stkcense agreement, the all pay to the Pry an ainount d Dollars ($1,100,000.00) ("Use s defined in Section 4C and 24, results ern any and all food and ,240,-Show or any adjacent off -site properties tage Fee") p ear, plus ?`ftate of Florida Saleand Use Tax, or County 1 ies or impositions, payable in the manner set forth in below for thetPrge of the Property. Subject to compliance p 1icab ws, regulations, the Parties shall use their best efforts .w's production on the Property in future years. Should the Boat Sho ir in tire on the Property, the Use Fee shall be increased on -1 annual bas y the greater of three percent (3%) or CPI adjustment, whichever ts4 .eaten T. Licensee will provide a financial report detailing all the Gross Rec it and losses, and all related accounting for all food and beverage concesg, ns 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 ithe City as described in Section 14, Any intentional misstatement of any financial reporting, including, but not limited to Gross Receipts, Income and 14 SUBSTITUTED 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 estimated expenses, as well as the City of Miatniae- 1,07 load -in, Payment must be remitted no later tl event load -in, in immediately available C. Condition of Property/Da age 4,8',4ImPable to th tok Nensee to pay for all ed services, prior to event business days prior to of Miami. City expressly reserves the rightlov00 Ei ect a damage deposit ("Damage Deposit") for all Shows rit „to set the an1ountr bat deposit on a Show -by -Show basis. City will survey theythc J?Ecrty or damages iii1dn five (5) business days after event and if damage is famd, et charges. 40 Hundred o shier earlier tents, equip turn the Pr vise& promoter of any additional n execuln of Licens Licensee shall furnish the City with a One an. ID . ($100,00 00) Damage Deposit in the form of a money .17 eck, co'rrtheck, or cash. At the end of the event or upon ation 6,06 • ;Nee firstAtered the Property, except for normal wear and tear, damage to groun, e except as provided for in this paragraph, and any destruction of the Prope 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 's Agreement, Licensee shall remove from the Property all 'WV 'er personal property placed by it on the Property and rty to the City in the same condition in which it was when 15 SUBSTITUTED and any protuberances (such as "speed bumps") made by Licensee shall also be removed from the paving. 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 st le of the Property. After the second inspection, both representatives shall esJTsh iii riting any repair to be done by License; the time schedule to perf date of such work. In the event repairs or to the condition it was prior to License44 shall be applied toward the paymeiu,P, eCeS ' = amount necessary to repair the damag agrees to pay the balan e to the City, up satisfied with the return e release forin attached as Sc been entirely used by The Cit the close ---- thereupon sh; ecom., the sole personal property of the City. The City, at its sole _ Ocretion ancl,* ithout liability, shall remove the same and Licensee shall ren ty for all costs associated with such removal and disposal within ten (10) hiisiness days following such removal. D. work and the inspection s requ 'upon it, the return the Property nt of the deposit sayrepairs or world ithe event the t o Damage Thisit, Licensee Te City's request. If the City is the City agrees to sign the ereto. In event the deposit has not e?to the Property, the balance of bursed toftleensee not later than thirty (30) ,th4e Show, fails to remove any personal property, e Property within twenty-four (24) days following then said property shall be deemed abandoned and 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 Seotion 7 for the license in accordance with the:schedule in Exhibit G. 16 SUBSTITUTED 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 he designated in writing from time to tine from the City Manager or his/h.er authorized designee. 8. Security Deposit. Simultaneously with the execution of th' Littns the Lice City a Security Deposit in the amount of T tity Five r housand Doll guarantee for the full and faithful perforinand shall deposit with 00,00) as of all obligati s of Licensee under this License or in connection with this License e Security"). If Licensee is in violatio may use, apply or retain all or an other sum of money which lLicensee expended by City or (iii) any st violation, Shou shall. 'cation o ee's behalf, ay expend o J.npply or re lop on thereof by City s yond any applic otice or cure period, the City e Security fd :payment of (i) any fee or ut did not pay, (ii) any sum ccordancpwith the provisions of this License, e required to expend as a result of Licensee's n all or any :part of the Security, Licensee r retained within thirty (30) days of the City's The use, application or retention of the Security or any not prevent the City from exercising any other right or rernJI rovided foiljider is License or at law and shall not limit any recovery to which may b ntitled otherwise. Prov ensee is not in violation of this License, the Security or balance thereof, as theease 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 ease for the benefit of the Licensee, Licensee shall be obligated to pay an Submerged Lands Fee as determined by TIITF/DEP in consideration for the comer:` se of the Submerged Lands abutting the Property ("Annual Submers Fee"). _ ;annual Submerged Lands Fee shall be due and payable within . (10) bus.ness days of Li m e' receipt of invoice. Unless otherwise instructed by TI ! EP, fee shall be able by the Licensee to the City, and the City shall forward s City, Licensee agrees to remit thefinal Submerged of Real Estate and Asset Manage n 3.3130, Attention: DREAM, within t the same. License TIITF/DEP include, but is no Land: pay to t schedule: AM") e to TIITF/DEP. If remitted to the s Fee to the City's Department 44 2nd Avenue, Miami, FL. f being billed by the City for rther be ob< "ed to sub it to the City for remittance to the uments an 3 , eports required by TIITF/DEP which may sclosure of income from wet slips for the Submerged Returned k Fee. the event check is returned to the City as uncollectible, the Licensee shall ty a returned check fee (the "Returned Check Fee") based on the following Return Amount $00.01 - $50.00 $50.01 - $300.00 $300.01 - $800.00 OVER $800 Returned Check Fee $20.00 $30.00 $40.00 5% of the returned amount. 18 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 revent the City from the pursuit of any remedy to which the City may otherwise be e must institute a civil suit to collect a returned check, the reasonable attoraey's fee as provided by Florida Stall 11. Late Payments. Licensee hereby acknowledges that 1a Licensee to the City of the Use Fee and other sump incur costs not contemplated bthis License, the extremely difficult to ascertain. A f any insta: �In the event the City all be entitled to recover a undisputed c ges by the hereunder will cause the City to amount of which will be t of the Use Fee or any other undisputed sum due from Li.eei ee sh :€' c• Vend. by the City within fifteen (15) days after th City a late c hereby agree tha the Ca'i cur b urge by the overdue amol hall t nor pr which such i oisputed sip is due; Licensee shall pay to the equalf ive percent%o) of such overdue amount. The Parties two h lat 4? r:e represens fair and reasonable estimate of the costs nent by Licensee. Acceptance of such late Istitute a waiver of the Licensee's default with respect to t the City from exercising any of its other rights and remc.oies granted her der or at law or in equity. The terms of this Section shall not apply to ,a charges rich. are the subject of a good faith dispute which are proinptly controverts ng setting forth all pertinent details ,by the party seeking to avoid payment. Prom y 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 (1 L 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 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 upgrade and install all utilities and separate utility met its use, shall be billed by the City for all such utilit the event that the City is billed for any utility o'-trwg of the Property, the Licensee shall reimb such a business days of notification of the City's receir The City, acting by and through its City . curtail or suspend the provisio. heating, ventilating and air conditi which Licensee may be entitled he emergency, or Manager desk or nee labor, or for any cry repai The C, rnrnental auth supp suiting fro. damage, suspension obligations alterations ;dry to be ma e and the rea ny utility se s and equ tt its sole cost, shall ired onsite. Licensee, for d during the event. In •of Licensee's use ount to the Cry .'that ten (10) er, reserves the right to interrupt, ncluding but not limited to, serving the Property, to wary by reason of accident or improve; tints in the judgment of the City or due to difficulty in obtaining supplies or able control of the City. The work of such e prosecuted with reasonable diligence. spect be liable for any failure of the utility companies or y utility service to Licensee or for any limitation of oven nental orders or directives. Licensee shall not claim any reason tt the City's or other individual.'s interruption, curtailment or flay service, nor shall the Revocable License or any of Licensee's e:`tinder be affected or reduced. thereby. 20 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 include '' voices sales slips, b duplicate deposit slips, and a1l other supportm cordsAhall be avail:ablor inspection and audit by the City and its duly authorized ogee hours, and shall be rnaintaine l °_ accordance wi principles. The Licensee shall keep- records for not less than thirty six (3 the same period o . covering its 4tions a governmental taxoothe and sh:4s®ode au accoun The Li cens esignated b t .�1b such e additional icensee sh• he Property, rns, which olive for representatives during business enerally accepted accounting Vie or causety ekept and preserved, said nination of this License. For so retail opies of all sales and tax returns ments or local office of operations, and any other the Licensee's reasonable sales therein, hic or scanned copies thereof to the City at no its ill coo ate with the City's internal auditors and/or such other e#4 e City in order to facilitate the City's examination of records and ination of records andaccounts shall disclose a liability for 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 shalldisclose 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 and permits that are necessary for Licensee to 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. cooperation with the City life -safety requirements. T exception, the Licensee shall complete 1 prior to 1) 2) 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 term of this License, at its sole expens _.i " i&enses, authorizations cond. : J„ Boat Show commercial ami Fire Rose�.i endors. Thig Show. applicatlnd obtaining said ition areas must be developed in artrnent to meet all applicable e no devia roan this plan. Without he City Event Coordinator a :ever out is to delivered seven (7) business days ._in vendor eqi. Y�aent (i.e. freezers, refrigerators, blenders, specal power needs. Vendors may be required to enerator(s). Please contact the City's Special Events ),east sek$ `•'(7) business days prior to the event if vendors will be that requires electrical power in excess of standard household 116 amps). d preparation areas require a tent. Subject to City Event Coordi itor approval, food carts and self-contained concession stands do not require a tent. Two (2) 10 1b. 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 SUBSTITUTED 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 available upon request. At the close of the event your location. 4) Do not use frayed or unsafe exTQrds. 5) Storage vehicles must be r —ved from the Property 1t than two hours prior to the scheduled start oi ven 4-,W( vendors are `sponsible for parking ;'their vehicles off -site. Due to parking on the property. 6) Each vendor shall signature. Such license shall nisi food prod 7) 4I1 Flori do _ ("DBPR.' downer from t Tte BPR regard Ii City W' 74:4 will 1- , loss of damage deposit. Continuing failure to comply will result in r's name, t this Departnient*of Business tonal license with valid ach vendor shall also display and Professional Regulation pectors on -Site to collect a temporary license fee. If you nsed, permanent restaurant you may be exempt provide a copy of the license to the DBPR inspector in Ption. All promoters are responsible for contacting the Atonal trash bags are leave the full bags behind vending regulations and license fees. regularly inspect vendor areas for compliance. Failure to comply perma t 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 h.hn 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 Pro erty, provided however, the City agrees not to enter into another License or any othe ` =Or Agreement on this Property that would interfere with Licensee's ability t ate for the Permitted Uses on the Property and/or the Submerged Lands Area ' long °s License is in effect. This will not be construed to prevent the Lice ' to n restric r ccess to the Boat Show. The Licensee cannot exclude the Ci The City agrees not to use or Peri t o the control of the City during the License Period and Licensee. Licensee acquires no exclu of the demised. Property during the to This Lice: the limited that the provisio heret y authorizes herein and cense do no of those`® _ a terra mporary cn se. The City not License extent whats hereunder. A rorn the,; roperty. ;Property and -}cilities under as mutually agreed by the City use the fact nsee to t s other than the operation ernporary use of the Property for no other purpose. The Parties hereby agree onstitute a lease. The rights of Licensee a mere personal privilege to do certain acts of operty and to use the Property, subject to the terms of this ins dor i+� ion, possession and control of the Property. Therefore, roperty is conferred upon Licensee under the provisions hereof. shall not claim at any time any interest or estate of any kind or the Property by virtue of this License or its use of the Property ionally, 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. 24 SUBSTITUTED 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, sharrt6a,yoid and shall confer no right upon such assignee, shall constitute a default 9 ors 's License, and shall result in an automatic revocation of the License and the pritediat Licensee hereunder, eiture of the rights of 18. Cancellation / Revocation -at —Will by t ty ‘er without The City Manager may cancel or revoke , convenience, at any time, with aaait n.,,courtesy notic giving not less than three hundred Licensee. Such notice should be gin in License that is gr Manager, with the coi express underst A. AnthExpR • License without cause that is for he City Manager to Licensee, rior written e of the revocation to the ecified by Section 33. This e Lieensee", evocable fwill by the City, through its City t of the Lie- a ee, in accordance with this License being by hes ' a Revoatr, aYe at Will License. One-huiq d pere fee p a to, elp mai, 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 bi (1 00%) of ancillary expenses must be paid seven (7) ,aat' gys prior to le event opening date, Any overage will be refunded to the ee will thirty (30) days of event closing, or shall be applied to the overall 4aa? censee to the City. Ancillary expenses include, but are not limited 25 SUBSTITUTED 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 expens; undisputed portion of said invoice shall be due and payable within th. s 0) days of receipt of final , billing. After the thirty (30) days, interest on d unpaid balance shall accrue at the rate of eleven and one half JI 11,50%) p 4onth C. Advanced Fees. Any advance fees listed in Exhibit unless expressly stated otli., ise in this contr 19. Termination for Cause. Each party If either part then the nonbre by Licensee are non-refundable, o abide by e and ever "rift. and condition of this License, s, restrictions or conditions of this License, shall give th elgi-eaching party twenty (20) days written _,_ir ion or correct such deficiencies. Upon the so, the nonbreaching party may cancel this License upon 0 0 to the breaching party and thereafter the License shall ly c.nceled without the necessity for further action by the Teoor cause shall include, without limitation, any one of the following acts or omissio 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; (a) 26 SUBSTITUTED (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 Mia s nternafi °. - Boat Show attendees come from outside the State of Florida, it is crt a pthe success . ;:; e Boat Show that there be sufficient appropriate hotel rooms ilable di; -ng the Licens ' ° oc The City agrees to use its reasonable efforts to encour e 1V1 hotel commu 'ty to provide significant room blocks to the Licensee or its agen 21. Improvements, Alteratio ons, or Rep a' As a .further condition of th mouse o a fro. erty,le City has agreed to make certain n nproveine..t 1 the Propert more p ilarly described in Exhibit "D" attached hereto npro .e , ants") and s 1 implement such improvements according to the time-sch'edt- - herein, The Ci ' a making improvements to the Property in an ainou tnot to exec :Sate etl i11i®r D:liars ($16,000,000). The Improvements made bye" r y. pof t]ii '=ty's visiontoimprove Virginia Key and enhance its features, general, erect ig or constructing temporary improvements for the Boat Show a ate and ao t from the City's improvements. Licensee shall coordinate all temporary 3`� ,+ve "tents with the City, and shall work with the City to coordinate said temporary imp ; 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, nefits, and ace 27 SUBSTITUTED may be conditioned or withheld for any or no reason whatsoever. In: the event•of an emergency, Lieensee 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 acl necessary permits, including but not limited to, building permits. 1'he Lic hall be responsible for all costs associated with any temporary improvements ai /or a jons including, but not limited to, design, construction, installation, any: tiig costs. The temporary improvements and �l alteratio-s must comply°:l statutes, laws, ordinances and regulations of the S ate „ nzi-Dade Cou .", the City of Miami and any other agency that may have JI ction over the Property as they presently exist and as they m alteration, addition or replacement, 22. Ownersh' As o Improvements th in E I ,: urthe all altera see, shall, un coin Propert stated above that Licensee ovements. amended herea By the installation of any 1 not be ex ®e. from the Property. Date and oughout the use period, all buildings and vested in t zty, including all Improvements described rovements and any andall the Improvements to the Property, whether or not by or at the expense of others provided by written agreement, :immediately upon their property of the City and shall remain and be surrendered with the od that the Licensee shall clearly identify, by written agreement ection, and as noted in Section 21, all the temporary improvements Jibe allowed to remove. 28 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 IParking The City, or its agent, will make reasonable eff paid parking for the event at Virginia Key Beach d City o the east side of the Water & Sewer Dep ent ("WASD") potentially other areas in the vicinity of t4 similar service between this parking and -110 RAt o for all parlor g customers. However, since parking is Ihnited, the Licensee v es to provide sufficient parking locations outside of Virginia Ke adequate shutt e icice so that the majority of w. The' °ty will provid ovide any available pre - property located on nent plant, and 'tile, van or patrons can be shuttled in to minimt.e tra ruptions o "e Rickenbacker Causeway. , The Licensee agrees to heavily promo-, the se o tpsite parking. The Parkin: . eived from al parking operations on Virginia Key and other areas in the ici ofthe‘, ow operated b the City for the Boat Show shall be defined as Income recciv 4.after an costs incurred are paid (including, but not mpt tiseflon fees; p rking attendants, and off -duty law enforcement d a to rn elraffie operations at the Property or on Riekenbacker e to c ----,ession operators or concession owners are paid, and any peree ide third parties are paid to their respective operators ("Parking Income) Income received from parking operations shall be split evenly, voni, .42 fifty percent 0Tio 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 SUBSTITUTED 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 perinit any liens to be filed against the title to the Property by any reason whatsoever, ine1udin,4 ot limited to, work, labor, services or materials supplied to the Licensee , nyone having a right to possession of the Property as a result of an agreemen 04, 11 atit the consent of the Licensee or Internal Revenue Service (IRS). Noting iii4his Lie.' i -,, hall be construed ------4 as constituting constituting the consent or request of the , expressed or impli= inference or ,. 1-. otherwise, to any contractor, subcontract , aLu er or ateria1ntan for theformance '.i., specific work on the Property of any labor or -the furnishing of any materials, nor as giving the Licensee the of any materras ' that would give rise to the A. t, power or aut k, to contract for or permit the rendering of any services or the ft filing of any construction liens ag:i terestifi- the Property. If any liens nliFz„„ " e *g? shall at any time ed against t Y P operty, h icensee shall cause it to be discharged of roe rd withIi hirty (30) da:). after the date that it has notice °fits filing. If thr Lioe any otheii.ht or re' P deposit in cou shal ;uil to discharg ten within that period, then in addition to e ift shall not be obligated to, discharge the lien laimed to be due or by procuring the discharge of the lien bonch e City shall be entitled, if it so elects, to compel the ,tion of any afjr for t e foreclosure of the construction lien by the lienor and to pay th ount of th udgment, if any, in favor of the lienor with interest, costs and allowances the City by t Imderstanding that all amounts paid by the City shall be repaid to icensee 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 SUBSTITUTED the Property, (b) failed to pert'', fter wri matter within ten terrns5jjevision reguiatioiis, s ow other purposes. audit-1m d designee howeve City sh 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) 11 at a11 es have access to the Property. The City will maintain a complete s yeto the Prallert . Licensee, at its sole cost and expense, may duplicate or e_Age key 1. cks to the Pro', _ t„ not until first receiving written approval from the Diret for •work. In the Jent Licensee changes key locks as approved by the Director, must also provide to the City a required. ...a 6 _.or copies of s see, at its sole cost and expense, ys, if more than one copy is The City shall have access to Ad en erty at any time to (a) inspect .n any obligaVis of Lic ee hereunder which Licensee has notice there, such notice, to Licensee, Licensee not having cured such to assure Licensee's compliance with the d all applicable laws, ordinances, rules and perty, to prospective purchasers, tenants or others, and (e) deemed necessary by the City Manager or his/her the furtherance of the City's corporate purpose; provided, make a diligent effort to provide at least 24-hours advance notice and License ave the right to have one or more of its representatives or employees present during ji 'e 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 3 I SUBSTITUTED whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed raider this License. 28. Safety. Licensee will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by =ed stgl, state or local laws, rules, regulations and ordinances. By performing these i # . 1 ons, the City, its agents, or w representatives are not assuming any liability by vir and ordinances. Licensee shall have no r of th aws, rules, regulations ainst they, its agents, or representatives from the occurrence, non-o .ence or, esult of such r . o ` etio (s). Upon issuance of a notice to proceed, the ticen Q sha = e rtact the Ris ; ' anagement Department to schedule the inspection(s). 29. No Claim to Assets or. Rig ^"' see. By entering into this License,` titles or interest t in this Licens 30. 6CI nificatr 's assets, ra License1 ind` City and it officials tees") and a e eV dam g to as "Liabi re granted any assets, rights, title or rests, except as otherwise set forth Mfy, defend at its own cost and expense and hold harmless nployees and agents (collectively referred to as h of' them from and against all 'loss, costs, penalties, fines, ses (including attorney's fees) or liabilities (collectively referred 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 perforrnance 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 SUBSTITUTED 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 conform to applicable statutes, ordinances, permits, or other regulations or requirements of any governmental authority, federal or state, in connectt this License, Licensee expressly agrees to indemnify axe or any of them, from and against all liabilities which former employee of Licensee, or any of its subs n ncctors, as pro the Licensee's liability to such employee o to payments under state Workers' Conpen similar laws. 31. Insurance. Licensee, at its sole cost, sha tirnes, throughout, "E" attached 32. thei that In no erty, improve cers, agents, may. d o and nip the performance of harmless the Indemnitees, ed by an employee or above, for which liter employee would ol. et, Longshoreman's Act, or n full force and effect, at all of this Lief.,e, the insu re coverage as set forth in Exhibit a part hereo jty be liable or responsible for injury, loss or damage to the s, fixtii `" and/or equipment belonging to or rented by Licensee, employees, invitees or patrons occurring in or about the Property royed, or in any way damaged, including, without limitation, fire, flood, steam, z 'city, gas, water, ram, vandalism or theft which may leak or flow from or into any pqr 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 fbrther 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 liability the City, its officers, agents and employees, fr death or property damage resulting from Licensee's 33. Notices. All notices or other communications, k1.ease from any legal and all claims for injury, nay be given?, rsuant to this License, shall be in writing and shall be delivere -11 hand, telecopy, or registered mail addressed to the other party at th-:-7'Idress indicated h Such notice shall be deemed given on the day on which hand d axed or, if ii, on the fifth day after being posted or the date of actual rec If to City of With a copy to: ------ 34 City Manager aty of Miami _ 05500 Pan American Drive Miami, Florida 33133 City Attorney City of Miami 444 SW rl Avenue Suite 945 Miami, Florida 33130 Director Department of Real Estate and Asset Management City of Miami 444 SW 2nd Avenue, 31'd Floor Miami, Florida 33130 SUBSTITUTED If to Licensee: With a copy to: 34. Advertising. Licensee shall not permit a exterior of. the Propert without hav National Marine Manufacturers Association, :Inc. 9050 Pines Boulevard Pembroke Pines, FL, 33024 Attention: Cathy Rick -Joule National Marine Manufacturers .Association 231 S. LaSalle St _ ite #2050 Chicago, IL 6 4 14 Attn: Ben xecutive Vice President Craig 13o cey, , �or Vice President, & CFO ¶athan T. Howe, Esq. we & Iton, Ltd. r., Suite 4200 Chi 60 06 vertising z tter to be placed upon the tie approvalof the Director or his/her designer ca®�-oval may ne reasonallly withheld, at his sole discretion, Licensee s1ad ; its so cost and ex: G ns; , install, provide, maintain such sign, decoration, advert ,, ther th°.gs as may be permitted hereunder in good coradl 1xg .:hair a. , _1 tunes censee must further obtain approval from all jurisdiction, and must comply with all applicable n the gn Regulations in the City of Miami Code and Zoning Ordi d `a ,and the M .-Dade County Sign Code, as applicable, Upon the cancellation. of this Li Lieu ee shall, at its sole cost and expense, remove any sign, decoration, advertising m r other thing permitted hereunder from the Property. If any part of the Property i 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 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, 35e Public Records. Licensee understands that the public shall ha access, £ ,41 reasonable times, to City contracts and all documents, records and re, n runaintained 1! to this License, pursuant to the provisions - Chapter 1,19, Florida Stai including compliance with the provisions o "Contracts; public records" and agrees to allow a°d documents, subject to disclosure i' applicable law 36. Compliance with Laws. Licensee a� codes (inclu. ordinances and gove enerated pursuant as amended, 0.1'101, Florida Spites, entitled s by the City and the public to all authorized ts agree yecomply with all applicable laws, iced to, the o rida Building Code as it inay be amended), acted or pro l gated by federal, state, county, and city luding rovisrun o ` :e Charter and Code of the City. Licensee and/or shallaocomply with reasonable directives of the City Manager. 37. %conflict of T est. re of the conflict of interest laws of the City (Miami City Code Chapter 2, _, Dade County, Florida (Dade County Code, Section 2-11e1 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 36 SUBSTITUTED 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 the - see does not and will not engage in discriminatory practices and that there shalje not i;: ination in connection with Licensee's use of the Property on account .= a. 8color., sex, ion, age, handicap, marital status or national origin. 39. No Discrimination in hiring. In the performance of t ease or any ex n thereof, Licensee and/or its authorized agents shall not disc ' . ,g ainst an e Dloyee or applicant for YES employment because of age, sex, sex l orii o ,;3 color, religion, familial status, ancestry or nationalo `= Licensee Cji'/or its aut•ri.zed agents will take affirmative action to ins i hat m. y applicant are employed and that erployees are fairly treated during et i oynne , ithout regar their age, sex, sexual orientation, race, color„ eiv. fanzili 110 be limiiecl fitment or reel. 1=� nsation. oX Co tus, the dent a national origin. Such action shall include, but wing: employment, upgrading, demotion or transfer, zsing, layoff or termination, rates of pay or other forms 40. A " sith Disability Act. License 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 1 and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and 37 SUBSTITUTED standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination in employment of disabled persons, 41. Compliance with Environmental Laws. Licensee employ the Property, or any other City -owned property, to dispose of any hazardous waste or substances and that i the Property or City -owned property in violation Laws. 42. Radon Gas. Radon is a naturally occurring radioactive building in sufficient quantities, over time. Levels of radon that exiee buildings in Florida. Additional info - obtained from youro. 43. Time o bus 44. VVai csent health ris public healtWito represents and warrants that during the use period, it will not use or i; transport, store or t conduct any activity at icable Environmental that, when it has accumulated in a 1 and state ersons who are exposed to it clines have been found in on and radon testing may be hereto that time is of the essence with respect of any period falls on a weekend or legal holiday, then e date of performance shall be extended to the next Any w4 er 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 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 terms 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 Florida, The Parties shall attempt to mediate any d this is not intended to establish mediation a specific performance, equitable or injunctiv 46. Attorney(s)' Fees. In the event it becomes interpret the provisions of this Li through all trial and appellate levels° 47. any r exe Waiv The Part conduct hereto. Thi Licensee ente Jury T ereb ment ssary to institiil party sha owingly, irre to wiff d ion prec of Miami -Dade County, litigation. However, before pursuing al proceedings to enforce or its own attorneys' fees ably, voluntarily and intentionally waive jury in respect of any action, proceeding or cense, or arising out of, under or in connection with this nodification of this License, or any other agreement i the Parties in connection with this License, or any course of z�g, statements (whether verbal or written) or actions of any party of jury trial provision is a material inducement for the City and g 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 No alterations, amendmer tw? nodifications hetoof shall be valid unless executed 410;',4v by an instnunent in writing by t Pt with the sam ermality as this License. hnn , modified, or abandoned, in 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 c executed and/or delivered by the Parties, the Parties and/or deliver or cause to be performed, executed. further acts, deeds and assurances as may be contemplated hereby. 51. Amendments. Neither this License, nor any term h eof, an instnunttTn writing land no subsequent oral agreement oever. ThelCity Manager is hereby authorized to execute wee this Licensedpvithout the necessity of further action by the ttriD— kated to be performed, gree to perform, execute red any and all such onstu e the transactions whole or in part, shall. have a non -substantive City a, ion, No InterptO-Otion ag Draftsmen. Lhe Parties a e that no provision of this License shall be construed against any particul y and e$i party shall be deemed to have drafted this License. 53. SeveraJiity 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 affe e attics intent for this License, should any provision, section, paragraph, sentord or phrase contained in this License be determined by a court of competent`-isdiet + be invalid, illegal or otherwise unenforceable under the laws of the S,% e' ;fArida or t .� 'ty of Miami, such provision, section, paragraph, sentence, w :or phrast shall be deeme9dified to the extent necessary in order to conform with`�sue s, or - ot modifiable, n same shall be deemed severable, andin either event, the r ing terms and provisions of this License shall remain unmodified ai full force and et or limitation of its use, 54. Invalidity.. In the eve invalid for an. License and the 1'eadi Title and s Lie ason, s non -mate " 1 provision, c' . this License shall be held to be invalidity 11 not affect the remaining portions of this ain in full focand effect. headx are for convenient reference and are not a part of this 56. Enti e iii se. This L. $'nse 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 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 to '',te this License in their respective behalf, 58. Limited Protection Clause The City agrees that it will not liCen§any portio4 of the Properl event for the period commencing (30) days be o teens! (irst show dayo, d concluding (30) days after Licensee's last show day (the °' Lit Protection Period"), A "competing event" is hereby defined as an ek hich has thirty '6 nt (30%) or more of the total number of exhibitors/booths in th ing/sellin 'Suet lines the same as or substantially similar to the product lin ent; provided however, that as how that is open to h1ic shall nevgfe deemed b-Pcompeting event with a show open only to the t and -vre', versa, The deteiniinahon of whether or not an event is a "competing event 11 bU based upon th roduet lines in the proposed event's prior show d I be in ger or Director. Final Bala ny Final responsi - of the scheduled se with Finance Department. ice of the Use Fees, costs and charges which are the ensee shall be due upon completion of event and payable at 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 a thpletely hold harmless the City of Miami, and to pay all costs related to an tion of the above. City acknowledges that Licensee owns various tradern inc } '' ;, but not limited to "National Marine Manufacturers Association.," 1 i ," "Disc -- oating, `Miami International Boat Show" and related logo the N A Marks") �; ayes not to take any action inconsistent with Licensee's o rship e NMMA Mar 62. Merchandise. Nothing provided in this Se merchandise and/or booth giveaway with City's conce� tractor(s) on 63. Use of all ery ento tor or mac on th purposes A corativ in the hall treatni.en reveal, Lice omselling show related idered to be in competition operty ' le time this License is executed. anager or Director to operate any engine or erty or use gasoline, propane, or diesel for mechanical or aterials must be flameproof before the same will be s and should have written verification of such flameproof 64. Licens0'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 ve occurred, or he reasonably believes are about to occur, and such action �` ssary to secure the safety and welfare of persons and/or property, and License `pgives fight and/or claim for damages against the City , its agents or servants, ventuality 66. City Manager's Discretion. Any matter not expressly provided for herein shal the City Manager. The City Man : will when poss consults with Licensee. ithin the reasonable discretion of d ultimately at its discretion, IN wI rN 't = ii REOF, t1i arties herd f6 have caused this License to be duly execute deliver _ ?by their resp ` tive officers and hereunto duly authorized as of the date first a1 vvrit By: Signature 44 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: Signature of President SUBSTITUTED Print Name By: Signature Print Name Attest: Corporate Seep, Corporate Se • 45 Print Name of President SUBSTITUTED ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Todd B. Hannon Dank lfonso, City Clerk APPROVED AS TO INSURANCE REQUIRE Ann -Marie Sharp of Risk Man Victoria Mend* City Attorney RM AND CORRECTNESS: 46 SUBSTITUTED COMPOSITE EXHIBIT 64A" LEGAL DESCRIPTION (UPLANDS) 47 SUBSTITUTED BOUNDARY SURVEY 48 MARINE STADIUMPARK HOSTING MIAMI BOAT SHOW 2016 AlfggatfanTnifm e 4,4,44W '.;141006:1P4 CIDirilliSenS MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016 a2lnlilssns MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016 04, Thio :141;6i, CID111111S8 ns SUBSTITUTED THE INFORMATION PROVIDED ARE BASED ON THE BEST AVAILABLE INFORMATION AND SHOULD BY CONSIDERED APROXIMATE SK-1 DEC 29, 2014 SUBSTITUTED THE INFORMATION PROVIDED ARE BASED ON THE BEST AVAILABLE INFORMATION AND SHOULD BY CONSIDERED APROXIMATE DEC 29, 2014 SKm2 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 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 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 t org 51 e appended to this Ag SUBSTITUTED B. EittIments EXHIBIT "E" INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - REVOCABLE LICENSE AGREEMENT NMMA/BOAT SHOW AGREEMENT Commercial General Liability (Primary and Non C, A. Lfinits of Liability Bodily Injury and Property Damage Lig Each Occurrence General Aggregate Limit Products/Completed Operat Personal and Advertising try B. Endorsements Required City ofiVliami listed as an additi Contingent 1,i ability8c, Contractual Premises/Opera Lot- 11, Business Automobile Liabilit A. Lii mg .bility ,4,.. Bodi v :61 ury and Prop rty Damage Liability ombin Single Limit '?:8 i Owned, or Sc uled Autos d or Non -Owned Autos 2 Accide tat AgiVtred of Miami listed as an additional insured III. Wor °mi" sation Li fUabilily 4) statuto,,,, tate of Florida Waiv of subrogation $1,000,000 $2,000,000 $1,000,000 $1,000,000 $ 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 insure.o VL Excess Marine Operators Legal Li' ility and Protection and Indemnity Jones Act, if applicable $ 10,000,000 $ 10,000,000 $1,000,000 Each Occurrence/Policy &ggregate $10,000,000 TA*, City of Miami listed as an aditihatinsiired VII. Liquor Liability -A, $1,000,000 VIII. ITall and Machinm , per declared value The above policies4sha11::prOvidC 1lic City of Mia ' *ith written notice of cancellation in accordance with policy p1, VISiOIP, Compani thor shall i all insurance-, o bug -I in the State of Florida, with the following qualifications, pies reOled above: The companP:-, tst b rated no less than "A-" as to management, and no less than "Class X" a itnancia1 Stialgth, by the latest edition of Best's Insurance Guide, published by A.M. Best Corn Oldwi ; New Jersey, or its equivalent. All policies and /or certificates of insurance are subootkto dvie' 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 t % of Concessions plus State of Florida use tax, if applicable, for the license to.,yse tile Properly and indicate any balance due to the City or balance refundable to the LIcnsee. balance due the City or refund due the Licensee shall be paid by April0 City to pay arking net. AO' 55 SUBSTITUTED EXIIII3IT "IT" DAMAGE DEPOSIT RELEASE FORM 56 CITY OF MIAMI,-FLORIDA INTER -OFFICE MEMORANDUM Subm wd into the pu onwt TO: Honorable Mayor and DATE: January 8, 2015 Members of the City Commission FROM ianlel JQ Alfonso pity Manager SUBJECT: Substitution for Item RE.9 January 8, 2015 City Commission Meeting REFERENCE ENL.OUR Please be advised that the following changes were made to the Revocable License Agreement issued to the National Marine Manufacturer's Association ("NMM," ) by the City of Miami for the use of a portion of property located at Virginia Key Upland and Submerged Lands: Removed Added eotier4 Manner of Property Use, paragraph A entitled Reduction of Property Li( ensed, "and is allowed to release, rellcense, remarket, and or provide the space for another user willing to pay or generate the same or higher Use Fee action 7 - Fees, paragraph C — Condition of Property/Damage Deposit, "Hazardous Materiais (as defined in Paragraph 3, below)" section 32 entitled No Liability "Licensee, t 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 (°brd ?use„!atria„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, vvrthout limitation, any "Hazardous Substance?, "Hazardous Waste?, "Hazardous Materials" or Toxic Substances, under any such laws, ordinances or regulations (collectively "Hazardous i atere.s"). The Licensee shall, at its sole cost and expense, procure, maintain In effect, nd 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 th 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 t the Licensee's direction, to be removed from the Property ' and transported for usa, storage or disposal in accordance and compliance with all applicable Hazardous Materials taws, The City acknowledges that it is riot 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 aooc rding 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 cornplianca with, all applicable governmental requirements. The requirements of this Section of the License Agreement shall survive the expiration or termination of this Agreement." Exhibit A-1 id Exhibit A-2 Attached pile find a evocable License to NMMA to present to the public and operate the Miami International Boat Show in 2016. Attached is the exhibit for substitution In item RE 9 scheduled for the January 6, 2015 City Co ssion Meeting Daniel Rotenberg, Director of Department of Real Estate and A Alice N. Bravo, Deputy City Manager/Chief of Infrastructure Julia D. Hernandez, Agenda Coordinator ii ngemen 1 MARINE STADIUM PARK HOSTING (IA MI BOAT SHOW t 6 A-1 Ali 0 THE ORD FOR NI Re,* 1i2LSL THE MATION PROVIDED ARE BASED ON THE BE AVAiLAi3LE INFORMATION AND SHOULD BY CONSIDERED APROXIMATE