HomeMy WebLinkAboutSubmittal-Amy Huber-License AgreementNATIONAL MARINE MANUFACTURER'S
ASSOCIATION INC.
CITY OF MIAMI
LICENSE AGREEMENT
Submitted into pub c
record for item
on 6 - Ig. wS • City Clerk
15-003-1Ihin— Svb(; r t-61—Amy Homer- Ucence
Submitted into the public
Record for item(s) PZ, 3
on 05 14 2015 City Clerk
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
Introduced: 12/5/14
Status: Passed
Enactment Date: 1/8/15
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 fmancial success
through excellence in manufacturing, 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
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015, City Clerk
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 TT 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 ($1,100,000.00), and fifty percent (50%) of -the
income resulting from any and all food and beverage concessions at the Boat Show or any participating off -site properties,
with the terms and conditions more particularly described in the License.
Section 3. The City Manager is further authorized { 1 } to make non -substantive amendments to such License as needed,
subject to the City Attorney's approval.
Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2}
APPROVED AS TO FORM AND CORRECTNESS:
VICTORIA MENDEZ
CITY ATTORNEY
City of Miami Page 2 Printed on 3/30/2015
NATIONAL
1.
SUBMITTED
P U'
. RECORD FOR
ITEM gE.q ON
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015 City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
REVOCABLE LICENSE
ISSUED:
CITY OF
N OF PROPERTY
INIA KEY UPLAND AND SUBMERGED'
LANDS
MIAMI, FLORIDA
r .rren4-
1
1
r
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
ginfocislitt LICEN4
THi$ DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEIMATMS 6ND OF THIS DOCUMENT.
This Revocable License ("License") is entered this
2015, ("Effective J. at&) by and between the City of Miami, a
the State of 'Florida (the "City"), and National Mainne M
("Licensee"), a Delaware not -for -profit corporation
at 231 South LaSalle Street, Suite 2050, Chicago,
RECrr
WHEREAS? the Cif is the 'owne
includes the) upland and submer ed lands cal
WHEREAS? the licensee a led
and international boat.shoW events,
(1,400) companies Involved in v
dedicated: fo cr
which its In
selling and servic
ting, and
ve financial
day of
'cipal corporation of
tux '= 's Association Inc.
cipal place of business
r Virgi. 'la Key that
lectf("Property"); and
in the buspresenting both national
ore th= ' e thousand four hundred
y recreational boaters, and is
tins a and productive environment in
through excellence in manufacturing,:
ernational Boat Show ("Boat Show"); and
3' '9VI3ERL Haag; ow will celebrate its 75th anniversary in 2016 and for
over hash oduced in;lVliami; and .
AS Boat Show generates over $000,00000 in economic benefit
South Florid ; and
W' . r AS 1,500 businesses that call Miami home depend upon the Boat.
Shaw, and Florida businesses sell more than $300,000,000 of product at the Beat taw;
and
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT I5 A SUBSTITUTION TO
ORIGINALSACKUP 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 moat innovative new boating products; and
WHEREAS the Boat Show fills 200,000 hotel room) nd
WHEREAS the Boat Show provides the eq
WHEREAS, the City and Licensee (`the Parties")
Revocable License for the use of a portion a i
lands, Miami, Florida; and
WHEREAS, this License is not assi '` u
WHEREAS, this License is revocable a
the consent of the Licensee i� v the notice
pu '�
applicable; and.
WHEREAS,. this License do not
general pnrpos
including an
WHE
reel
W
this
t to ex*�
tinreal p •
e.does net
•
a..
of 6,500 full time jobs;
d to enter into a
d submerged
the City Manager and without
of Section 18 herein as
fs est, a right to use for any
the City, • $ any right in real property,
owned by the City; and
ey, confer or transfer a right to use any
se does not convey; confer or transfer any right to
de the City «, yrealh'' •perty; and
WI:LEREA, • License permits only certain, enumerated, specific and listed
and • not permit anything further; and
the;artes jointly and voluntarily stipulate as to the accuracy of
1
these recitals;:
NOW THEREFORE, in consideration of the mutual coventink Set forth _.
the Parties hereby agree as follows:.
:v:
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
Recitals.
The foregoing rc itals are hereby incorporated and made a part of this L cen
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL, BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUM ENT.
2, Definitions.
a) "City Manager" is the City Manager for the City of Miami.
b) "City" shall mean the City of Miami, a Ron
purposes of this License in day to day
"City Manager," unless a different
designated in this Agreement.
`Board of Trustees for Int
«TIITP") shall refer to the s
adniinisters'these state ownotilan
State of Florida D +„ ant of Enviro
"DEP" shall meanl, . : v ;, f Plea
Protection, which is
i f �4 su.bntec
the City shall mean the
fficial is specifically
enieuts Trust ," ereinatter°
owns state-6 nted lands nci
its administrative agency, the
Protection ("DEP")
era of Environmental
-overseeing the administration
rector of the City of Miami's Department of
atut ent.
se is the date of execution of the License by
+. ett.
en ws" means all applicable requirements of federal, state
d l environmental, public health and safety laws, regulations, orders,
rtri# icenses, approvals, ordinances and directives, including but not
to, all applicable requirementsof: the Clean Air Act; the Clean
ater Act; the Resource Conservation and Recovery Act, as amended by
the Hazardous and Solid Waste. An endnaents of 1984; the Safe Drinking
Water Act; the Comprehensive Environmental Response, Coinpensation
and Liability Act, as, amended by the Superfund Amendments and
Reauthorization Act of 1986; the Occupational Health and Safety Act; the.
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT
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.Reorganizatiotl Act of 1975.
"Force Majeure" means an event whereby the Property, or any portion _
thereof, shall be destroyed or damaged, as ;£ e pf any event beyond,
human control, including but not limn . cts of national security,
national emergency acts of Qed, � il` threats of terrorism,
Government regulation, sttik`
ennployees), fire or other n
curtailment of transportation fa `
makes it inadvisable; illegal, o
obligations under Cense.
"Gross Receipts" s •'S
directly from busies:.
revenue rec
inclu
all =1 of . Licensee's
1-cal .� ,; disorder, k u isp
coebedience,
ct p es o •- ce, or any ofrrencc which
r ible for Licensee to perform its
by the Licensee derivedi
an, consummated, initiated or
g business made or performed by
me Yeasor .mechanical or other vending devices,
es shall edit or cash sales or otherwise. Gross
by: (i) cash or credit refunds for returned
ded said amounts had been previously included as part
(ii) :amount of any sales or excise tax levied upon any
s &nd/or services rendered and payableto the appropriate.
tal authority; (iii) exchanges of merchandise between different
na Of Licensee; (iv) gratuities paid to employees; and (v) interest
arncd 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
•
ens of
of.
sated
: 1
or at theP''
rift
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN ATTHE END OF THIS bOCUMENT.
percentage or 4 commission is paid to the Licensee but rather the sales
proceeds is retained by the Vendor).
"Income" shall have the meaning ascribed to it in Section 4C,
"License Period" shall mean the period of time from twenty one (21) dayi x.
prior to the start to fourteen (14) days after the end of the Boat Show.
1) "Parking Income" shall have the meaning as ' » . it in Section 24.
m) "Percentage Fee" shall have the meani
n) "Permitted Uses" shall mean the occu
followingprimary and ancillar
which complies with the
involves the presentation
SHOW andits affiliated componen
o) "Property" shall
hundred forty s+l
located at At > Mi
11
Ai' a I .e
encompass'
mi 21
raxinia
propettY
ewer Dep
a at:,,o, <11,•
..
upl
"Sub
pthey b
to it in Section 7A.
+ey an. i• of the Property for the
further de d in Exhibit " F",
e ning ' Code. Speci ca11y this
INTERNATIONAL BOAT
at Show").
(15) acres of upland and one
ands owned by the City
Ore particularly described in
e areas dug: the Marine Stadium and
cated on the east side of the Miami -Dade
ent (WASD) Treatment plant.
+.} ' ascribed to it in Section 8.
shag znean the water basin abutting the City -awned
ginia Key, Miami, Florida.
ed Lands Area" shall refer to any demarcated water area, should
me available, abutting the Property and proposed for commercial
bite use by the Licensee and/or its patrons.
se Fee" shall have the meaning as set tortilla Section 7A
Orden
of s
ubm
0 0 ti
11
3. Permitted uses.
Subject to existing zoning and other goVerntnental restrictiOns and the issuance of
this License, this License authorizes the Licensee to occupy and use the Property for the
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OP THIS DOCUMENT.
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. Licensed
may request written consent from the City Manager or his/her designee to use the
Property for any other use, but shall not be authorized to use the Property for that use
until Licensee has reiv'ed the written consent of the City lrra`ger or his/her designee,
which consent may be conditioned or withheld in the soli etion of the City Manager
or his/her designee.
The Prdperty shall be used and occupi
of presenting the Boat Show, selling, us
related to the Boat Show (such as boats, en
have a marine application), including those goods
in, or which service, the mtry and recre
Property, and to -grant to third p
products on, to, or from n. the property t !.
• ble zoning
Subject
right to pro
goods and
the Pro
ow; anid
._:d.
name
leer
d display witi
am e and log
ar
or disp
inanees
in the Property during the Boat Show: (1) the
any third party with whom Licensee has
e ilt ale and use of such products by Licensee on or
;products and the name and logo of any sponsor of
ogo of any charity organization with which Liccn'ek
icensee ®: K y for the purposes
rig any goods,
10
products
;w>,ccessories aniirodacts that
ces, products and supplies used
boating on, to, or from the
to se or display any goods or
teed Uses").
see shall at all times, have the
koductss. Splays, goods, and advertisements are permitted, subject to the
approval of 1, • Manager or designee which approval shall not be unreasonably
withheld. Li 3% -e will provide to the City prior to the occupation of the Property, to be
attached in,Exhibit "p the following, (I) a current Hiding of the category of goods and
products to be sold, used or displayed on the Property' during the Show; and (ii) the current
list of all sponsors of the Show that will be promoted, advertised or displayed on the
Property during the Show respectively, The City Manager has approval, or shall have
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
TIS DOCUMENT IS A SUBSTITVIIpNTO =
ORIGINAL, BACKUP ORIGINAL CAN RE
SEEN AT THE END OF THIS DOaJMEN7;
approved such lists prior to the use of the Property, Licensee shall provide to the City at
least thirty (30) days prior to the beginning of the Show, Exhibit "F" of all additional
sponsors of the Show that will be promoted, advertised or displayed on the Property during
the Show. Within five (5) business days from receipt of Licensee's list of sponsors, the City
Manager shall approve or disapprove such list and confirm the terms and conditions of the
City's sponsorship agreements or any other City
Licensee from; i) selling, using or displaying these goo
advertising or displaying such sponsors on the Prop"
Manager does not disapprove the list(s) within
said list will be deemed approved for purpos.
Should the Licensee require the use o
for its activities for a water -dependent co
shall, at no cost or expense ' City,
TIITF/DEP for a Temporary Use
the benefit of the Licensee. The Lic irY ee
uses associat
Submerged ¢y
fees required to ,.
aft
rt dr xcation
;gertyis subl ra
s .. • Lands Le
set fo :. 1TF/t
prospective
applies
Lease")
tethe
hiss
agreements
�. e law that prevents.
products; or ii) pror'noting;�'
dz i e Show. If the City
estt `',►: ` receipt of same,
6iI"Cfi~F
Lands abu �t i the Property
comm . `► I die Licensee shall apply and City
assist " d �y required applications to
"TUA'ti) i merged Land Lease for
to pay for all costs, fees, and
to TII';'ia; ..iP for a pass -through TUA and
the City, including but not limited to survey
osed Submerged Lands Area according to
ees, if any, TUA and Submerged Land lease
�e fees, The use of the Submerged Lands Area of the
e e 4 V of TIITFJDEP for a Temporary Use Agreement and/or
to the City, as applicant and shall be subject to any restrictions
for use of said Property, as more particularly 'described in
C' attached .beret° to be incorporated and made a part hereof
L1 ensee wi11 be responsible for doek-construction within the basin, as well as
securing all required permits "necessary for the construction and performing any
mitigation required byi
g eq permitting agencies. Licensee willalso be responsible for the
prompt removal of the dock and any restoration that may be required by the City or
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT ISA SUBSTITUTION TO
ORIGINAL. BACKUPORmGINAL CAN BE
SEEN AT THE ENO OF THIS DOCUMENT.
,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). M'
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 oth
of this magnitude with regard to off -duty law enfo
solid waste services to haul away solid -waste on a r
areas (large open -top bins). Licensee will be
janitorial company to provide all necessa,
Licensee will be allowed to secure access t:
during the Show to provide Security for vessels
Manner of Property Use::
Licensee's use of the Prope
agrees to abide
manner of •;..;
however, the Cit
tin;
(o
e
ti
No other t :, essee
with a =oat Show d ng the five (5) days of the Boat Showevent.
sees. l be allowed to use the property for the purpose of conducting
(5) day period encompassing President's Day Weekend. Admission
Boat Show shall be no. earlier than l0:00 am andno 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
ersonn
• !AI
as
tisei to support an event
re -rescue personnel, and
m designated garbage
e for hiring' a, security firm and
to perform customary services.
tt=cent to the Marine Stadium
porary dock.
the Show fo
by the public
Licensee acknowledges and
and oblig .F: as set fo a M in the services to be provided, the
eas and . '` tenance and utility obligations; provided
enter into ae l ier License or other similar' Agreement on
disrupt Licensee's ability to operate on the
ands Area so long as this License is in effect..
cOnSee may use space on the property in competition
1
1
1
1
1
1
1
1
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS ;DOCUMENT IS A suBsrrr'tmmoNTO
ORIGINAL. BACKUP ORIGINA CAN;BE
SEEN ArriiE END QF'CHiS DtCtiMEN't.
various marinas 'throughout the Property will have full access to their boats before 9.:
am and. after 8:15 ptn on the days of the Boat Show. Marina customers will have
access to their boats during all operationalhours of the marinas during the Setup and
Takedown periods.
The Licensee will be permitted access to the Property
equipment up to twenty one (21) days before the coma
Licensee will be permitted access to the Property.ti
to fourteen (14) days after the final date of the
be provided subject to City Manager approv
If additional time is required by NMMA
that the City may have scheduled to avoid itnn
compensate the City for:impac. 4,1 enues.
adds to NMMA. for Setup, The
time or date.
To them
for the show s
east of the Wa
and Tali`
wnpen
tent possib !`
the staging
artment
cement of the Show. The
ve : f e down equipment up
y t
necessa > . dditional tirr►e may
hich shall not be wire
will ve to work ar
y revenues, or may otherwise
will not unreasonably restrict
e Property at any other
ea which is the portion of the Property located
1:)) Treatment facility. During the Setup
ire-s1ipped items to the staging area will be
b: 5;00 pm and ¢:00 am so as to minimize traffic disruptions
seva Licensee will be required to hire off -duty law -
as g ermined by the City to help minimize traffic
u equipment, vessels, etc. will be released from the staging area
bition space area (areas adjacent to the Marine Stadium) in a
of disrupt traffic on the Rickenbacker Causeway.
A. fleduction of'Prapex licensed.
Licensee mayreduce the Property licensed or -needed provided that the City
Manager receives prior written notice no less than twelve (12) months prior to the
event date outlining the reduction in space requested,: In the event of such
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OP THIS DOCUMENT.
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.
R. Reduction of Upland Space.
The City may at its sole discretion, reduce
Show by providing written notice to Licensee
prior to the event date without penalty to Li
upland space is reduced by more the
stadium subject to prior twelve (12
reduced proportionately. A redu
marine stadium will have no effect on t
reduction of space materi
because it is more than.
stadium in the determination
terminate111eflt wi
taint `or33.
provided for the Boat
hail twelve (12) months
xtent the Boat Show's
ecent (10,ound the marine
tten notice, tje Fee will be
pee. Further, to the extent the
e ability to conduct the show
►'� area around the marine
nsee shall have the ability to
e City by giving notice in the
ovelties, Marketing, Private Sector Sales.
eneived from any Concessions, or any sales at the Boat
or adjacent of site properties (i.e. Rusty Pelican,
d ring the Boat Show dates (including Setup and Takedown
E . l ood '.� • overage vendors, novelties, sales percentages, markups or sales
Pet .m any restaurant vendors or operators, any marketing sales or any
other pp ate sector sales asa result of the,foat Show shall be divided evenly,
fitly percent (50% o) to each Licensee and Licensor, Income shall be defined as any
net profits received by the City after any costa incurred are paid including, but not
limited to, payment transaction Thes, attendants, and any cost incurred in the sales
are paid at the Property or on. Rickenbacker Causeway, aft y;fees due to concession
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT I$ 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 respective operators ("Ineote").
D. Dispensing of Alcoholic and lion -alcoholic Beverages.
alcohol,_ sale§ in all City owned
e complying with all
w for the sale of alcoholic'
f Miarni reserves the
L.
The City of Miami reserves the right to restrict
properties' and/or operated facilities. Subject to the
requirements, the City Commission has elected
beverages in conjunctions with the Boat Sho
right to designate the location of all al
permits shall be filed with the Ci .gib
commencement of the Boat She
i) No glass bottles aie,r
ii) Alcohol sales to the t,
to the end of the event
agent(s)
le a
Bever"'•
the Conces
ith complyi'
incl
ance req
ire z n
sing statio„ ;All required liquor.
at least ten (1 Q) s before the
vved to be dip
e grope
cease one (1) hour prior
privately hosted events:
e(s), who rposes of this Section is/are an authorized
ce, are joint ":► d severally responsible for obtaining all
ay its from. the State of Florida Alcohol 84,
Business Regulation. In order to obtain a liquor permit,
w the guidelines set forth by the State of Florida and
:with aft State of Florida Licensing, City Code and Zoning
renients for dispensation of alcoholic beverages. Those steps
i) oviding City with General Liability and Liquor insurance, subject to the
written approval of the City's'Risk Manager, whereupon City will provide
a zoning letter
ii) Zoning approval
iii) Department of Revenue approval
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
iv) Obtaining license from Department of ATB
v) All taxes, related to the sale of alcoholic beverages, are the respons
of the concessionaire.
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP OIUGINAL CAN BE
SEEN AT THE END OP THIS DOCUMENT.
E. Alcohol Wrist Band Policy.
All concessionaires vendingalcoholic beveragesin City operated facilities
will be required to usewristbands to identify
comply with this rule, whether by the conce
result in the immediate cancellation of a
to provide wristbands. If concession
have to be purchased from City at'a
ers of legal age. Failure to
eir representative, TunY
Concessionaires are required
rovide wristbands the hands will
($0.10) per wristband.
F. Legal Requirements
Concessionaires, as a ` ; t. a ing alcoholic beverages,
beer,or wine, must comply fr. exnents, all State of Florida,
Miami -Dad .fit+ _ ,Wand City rement set forth in the City of Miami
City C d and Zo i Via. Oriinance,
5. , ►{.d + oval E
Untie i n L ; eurnst « • will the City be liable for any costs or expenses incurred
icensee andel � - Licens"v ""as a result of its operations or related activities beyond
4$ St ,
tho Alta t e expres,._': d s ecifically set forth in this License,
6. Oi ,,�P c red Use Period.
There i o stated or expressed term for this License. It has an indefinite term acid
may be revoked at the will of the City Manager, for convenience and without cause% The
Effective Date of this License is the execution date of the License by the last of the
Parties and shall continue until Revocation/ Cancellation at Will by the City Manager, for
convenience as provided in Paragraph 10 herein, or terminated by the following;
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
a) Termination at will, subject to the notice provisions of Section 33 herd
b) Termination due to an assignment as provided in Section 17
c) Termination for cause under Section 19
Not later than one hundred eighty (180) days prior' to the use of the Property;
Licensee shall deliver to the City, for the City Manager's ap
not be unreasonably withheld, a preliminary site pi
Licensee's installations and equipment on the Prope
location -of the Licensee's tents, ticket box offi
("Construction Plan Staging"). Final Site P
(60) days prior to the use of the .Prope
approve or disapprove, which disapproval shall
days after its receipt. Once appr
Construction Plan Staging shall b
as Exhibit "1]" All vehicles requ
a, vendors,
contractors, sub,
all times d 4 e occ ` s : cy period b
Property an ha ; rigs ,• circulate wit
censee 1�.:im-
ii ,,which approval
g forth the locatitsf`cf'
without restriction, the
it a Ids, and vans
ger, or hlS'
e reasons within five (5) business
in writing to the Licensee, the
a part of this Agreement;
consultants, sub consultants,
required for the Show shall at
rovided with full uninterrupted access to the
e Property.
for City of Miami emergency vehicles on the
owed ` to occupy the property for the purpri e 'of`
(5) day period encompassing President's Day Weekend'
6 and February 15, 2016. The Parties will use their best efforts,
on provisions in Section 18 of this License, to conduct subsequent
the day periods encompassing President's Day weekends through and
inclusive of President's Day.
Notwithstanding the foregoing the parties agree that, if this License is still in
effect, within five (5) years of the presentation of the flit .Boat Show, the administrators
of the respective parties will convene a meeting in Miami, Florida to discuss the viability
13
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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,-
City will provide three hundred (300) days written notice.
Pees
A. Use Fee.
In consideration of this License, Lice e shal p yto the City an amount
equal to One 'Nihon One Hundred Dollars $IJ 100,000.00) ("Use
Fee"), plus fifty percent (SO%o) o e Inc. a as defined in, . tion 4C and
Parking Income as defined in S cti o" "` n _ ° from any an 43I food and
beverage concessions and/or parking at Show or any adjacent off sits:
properties (`Percentage F er year, plus of Florida Sales and Use Tax,
and any similar State or C t o or imposttb ... ayable in the manner set
forth in Section 7 U) below ` a a : P operty. Subject to cc inpliance
with appl "; ' y_, approval regulati ; s, the Parties shall use their best
efi'• ow's production on the Property in future years. Should the
Boat Sl o Int= on thelProperty, the Use Fee shall be increased On
3 as al bast of .thr:c percent (3%) or CPI adjustment, whichever
is gre e. The ovide a financialreport detailing all the Grass
Receipts, p and ,,and all related accounting for all food and beverage
'ncessions w. h she 1 be signed and certified to be complete and collect by an
of Lie ee, Gross Receipts and Concession Income or Income as defined
and Parking Income as defined in Section 24 may be subject to
audit b ` .e City as described in Section 14. Any intentional misstatement of any
financial reporting, including, but not :limited to Gross Receipts, Income and
Parking Income will constitute a default under this Revocable License. Payments
for the Percentage Fee as applicable will become due sixty (60) days after the last
day of the Boat Show.
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
13 t3ont Show Pre -Payment for City Services.
City expressly reserves the right to require the Licensee to pay for all
estimated expenses, as well as the City of Miami required services, prior to event
load -in. Payment must be remitted no later than seven (7) business days prior to
event load -in, in immediately available funds payable.
C. Condition of Property/Damage Deposit
City expressly reserves the righ
Deposit") for all Shows and to set t .-
basis. City will survey the prope"fty ' t
after event and if damage is found, City
charges.
Upon execution of t:t-
Hundred Thousand Dollar ($'1
k, compan
this Agreem
r person
order,
eairli
toil
Licens
ground su
operty o
and
I-1az
a
eck, or
ity of Iviiami.
.l .ct a d c deposit ("Damage
ount of that deposit oa a : how -by -Show
tunas . within five (5) - usiness days
e the promoter of any additional
ee shal
the City with a One
eposit in the form of a money.
. At the end of the event or upon
7 . 1
Licensee shall remove from the Property all
•
roperty placed by it on the Property and
n the same condition in which it w, as when
he Property, except for normal wear and tear, damage to
xcept ° rovided for in this paragraph, and any destruction of the
hed bY an event of force majeure (as defined in Section
ithstanding the above, before the last day of the License, any
als, objects and/or liquids, :fluids, vessels, storage containers, any
Materials (as defined in Paragraph 32 below) andlor spills shall be
removed and cleaned, all holes, trenches in the paving shall be tilled by Licensee
and any protuberances (such as "speed bumps") made by Licensee shall also be
removed from the paving.
ove)
15
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 City and of Licensee shall
together inspect the Property to evaluate and note the state of the Property, After
the second inspection, both representatives shall establish in writing any repair to
be done by Licensee, the time schedule to perform such work and the inspection''
date of such work, In the event repairs or work is r ►No return the Property
to the condition it was prior to Licensee's entrythe amount of the deposit
Shall be applied toward the payment ofn repat e:r work. In the event the
amount necessaryto repair the darnag
agrees to pay the balance to the
satisfied with the return condition
release form attached as Schedule "H
been entirely used by Th t,9`to repair dam
the Damage Deposit shall
business days a ter the termina
that Lice
a from the P
discrete ;', ;wig,
reimburse ty fo
(10) busiti days following such removal.
the Dam�a
City's requ
ed to Lice
eposit, Licensee
Crif the City is
the City agrees to sign the
the event the deposit'. has not
o the Property, the balance of
not later than thirty (30)
ee fails t' remove any personal property,
erty within twentyfour (24) day following
then ,91 property shall be deemed abandoned and
ersonal property of the City. The City, at its sale
bility, shall remove the same and -Licensee shall
costs associated with such removal and disposal .within
t of Use Fee.
nsee shall pay to the City the Use Fee plus State of Florida Use Tax, if
applicable, within the time provided in Section 7 for the license in accordance
with the schedule in libit C
Payments the Use Fee, as applicable shall be made payable to "City of
Miami'' and shall be mailed t0 444 S,W. 2`id Avenue, 3`1' Ploor, bepartnietit of
A
1
Submitted into the public
Record for item(s) PZ. 3
on 05 i4 20 .5 City Clerk
THIS DOCUMENT I$ A SuBS1flUTION TO .-
ORIGINAL BACKUP OpraeitAltirAN'BE:
SEEN &THE END QF THtS DOCUMENT
Real : Estate and Asset Management, Miami, Florida 33130, or such other address
as may be designated in writing from time to time from the City Manager or
his/her authorized designee,
Security Deposit.
Simultaneously with the execution of this Lice
City a Security Deposit in the amount of Twenty Five
guarantee for the full and faithful performance by Lice
under this License or in connection with this Lic
if Licensee is in violation beyond
may use, apply or retain all or any part of the`,
other suin of money which Licensee was obligat er t`a •
expended by City on Licensee's behalf in accordancet °{
or (iii) any sum which City may r x1�enc° orbercquired to
violation. Should the City use appl' or re
shall reimbu a ,�� at „f;. used, appli
application
portion thereof
Otte
chthe Ci
Provided
the case m
t
end of
see is
0 US
applica
rity
nee;'' ee shall deposit with
Dollars ($25,000.00) as
see o t obligations of Licensee
curity").°
e notice or
er iod, the City
o the payment of (i) any fee or
ay but 'did not pay, (ii) any sum
the provisions of this License,
d as a result of Licensee's
.art of the Security, Licensee
eyr retained4 ithin thirty (30) days of the City's
a ication or retention of the Security or any
r&ve 6' 1e City from exercising any other right or
�r at law and shall not limit any recovery to
othervwise.
in violation of this License, the Security or balance
be, s all be returned to Licensee not later than ten (10) business
Boat Show or upon the date after which Licensee has vacated the
Property in'th=s condition or better as existed on the Effective Date, ordinary wear
and tear excep}ied. Upon the return of the Security (oft balance thereof) to the Licensee,
the City shall he completely relieved of liability with respect to the Security, Licensee
shall not be entitled to receive any interest on the Security. As this is a License, the
Parties stipulate that Chapter 83, Florida Statutes, does not apply to the Security and this
is NOT a Landlord/Tenant Agreement.
17
1
Submitted into the public
Record for item(s) PZ. 3
on 14 2015, City Clerk
Annual and Other Submerged Lands Fees.
Should to Licensee apply for a TUA and Submerged Land Lease for the benefit
of the Licensee, Licensee shall be obligated to pay an Annual Submerged Lands Fee as
determined by TIITF/DEP in consideration for the commercial use of the Submerged
Lands abutting the Property ("Annual Submerged Lands Fe, ' . e Annual Submerged
Lands Fee shall be due and payable within ten (10) busin `s s of Licensee's receipt o
invoice. Unless otherwise instructed by TIITF/DEP aid fe
Licensee to the City, and the City shall forward sa.dafee o TIITF
City, Licensee agrees to remit the Annual Sub verged L ads Fee to.
W2`dA
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN Be
SEEN AT THE END OF THIS DOCUMENT:
be payable by the
If remitted to the
Department
Miami, FL.
33130, Attention: DREAM, within ten (10) busin e ys of being billed by the City for
the same. Licensee shall further he,obligated to sub the City for remittance to the
TIITF/DEP any and all documen oils require. io TTPTF/DEP which may
include, but is not limited to, disclostt of hoo"tr �..e '4£ wet slips for the Submerged
Lands Area.tl
�.* 7
to the City as uncollectible, the Licensees
e •k ;fee (the "Returned Check Fee") based on the following
$20.00
$56. + f•(f0` $30.00
$300.0 . $800.00 $40.00
OVER $$00 5% of the returned amount.
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.
•
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 returned check, the City shall be entitled to recover a
reasonable attorney's fee as provided by Florida Statutes,
11. Late Payments.
Licensee hereby acknowledges that late p#
Licensee to the City of the Use Fee and othei
incur costs not contemplated by this Lie.
extremely difficult to ascertain, Accordingly,
other undisputed sum due from Licensee shall no
(15) days after the date on whit
City a late charge equal to five p
hereby agree that such late charge re
the City will incu
charge by the,
such overdue am`
tedher- erora
to any ci
averted in wri
a t Pronnptly sh
aunt n9
such amount
(11,50%) per
<< + undisputed su
which ii e the subject
settin.a
puted charges by the
ereunder _ ause the City to
x i2E
act amount of hich, will be
anent of the 'U Fee or any
eived by the City within fifteen
ue; Licensee shall pay to the
u amount. The Parties
onable estimate of the costs
ent by Iensee. Acceptance of such late
er of the Licensee's default with respect to
m exercising arty of its other rights and
equity. The terms of this Section shall not
ofa .good faith dispute which are promptly
rth all pertinent details .by the party seeking to avoid
mean within five (5) business days of the due date.
aid to the City within fifteen (15) days after the date on which
shall beat interest at the rate of Eleven acid One Half Percent
of such o
umfrom its due date. Payment of such interest shall not excuse or
cure any default by Licensee Under this Liced$0,
19
the event that the City is billed for any utility or
of the Property; the Licensee shall reimburse
business days of notification of the City's r
The City, acting by and through its
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
12, 1;itIlitiira
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 meters r
its use, shall be billed by the City for all such utility s
THIS DOCUMENT'S A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
City, at its sole cost, shall
,pnsite. Licensee, for
used during the event. In
sery that
.unt to
t of sat bill.
curtail or suspend the provision of any utility
heating, ventilating and air condi
which Licensee may be entitled
emergency, or for repairs, alteratio
suspe
obligations
nary to be
eyand the r- :,.nable control of the City. The work of such
is shall b "ib osecuted with reasonable' diligence.
Ie for any failure of the utility companies or
es :, pply utility service to Licensee or for any limitation of
_oven tal orders or directives, Licensee shall not claim any
the City's or other individual's interruption, curtailment or
service, nor shall the Revocable License or any of Licensee's
serves the ri e interrupt,
e, including butnotlimitedto,
systems and e I •ment serving the Property; to
�.g
sett neces is .y reason of accident or
n the judgment of the Cit
t}:er due t1 ifficulty in obtaining supplies or
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,
r
i
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION'ro
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT,
Licensee will be responsible for payment of sales and use taxes, parking surcharges and
similar governmental impositions or levies.
14. Sales 1tecords.
All records and accounts including invoices,
duplicate deposit slips, and all other supporting record
and audit by the City and its duly authorized agen
sat tank statements or
e available for inspection
repres: dives during business
hours, .and shall be maintained in acco+"'t generall
principles, The Licensee shall keep and presve, or ca se to be kept
records for not less than thirty six (36) month fit ination of
the same period of time, Licensee shall also r
covering its operations at the P'
governmental tax or other returns,
and shall, upon demand, deliver ph
cost.
in • its local
y:.thei
d accounting
rved, said
cense. For
es of all sales and tax returns
of operations, and any other
r'easbnablesales therein,
ies thereof to the City at no
The Lich. ee wi t operate wit e City's internal auditors and/or such other
auditors desi ��® the ' order to fai litate the City's examination of retards and
and accounts shall disclose a liability for
of the Use Fees theretofore paid by the Licensee for the
shall. promptly pay such additional Use Fees. If such
and accounts shall disclose an overpayment of the Use Fees
there i� : id, the . ty shall prfr fitly credit the excess to the Licensee. However,
upon the c=" :.la or termination of this License, and.. provided Licensee is not in
violation of tht` icense, if such overpayment has not been fully credited by the City, the
City shall pay the Licensee the balanee of the outstanding overpayment within thirty (30)
days of such cancellation or tennitation,:
onal LT..
in question
+on of re
Licen
21
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
15. Licenses, Authorizations and Permits.
Licensee shall obtain, or cage to be obtained, and maintain in fill force and
effect throughout the term of this License, at its sole expense, all licenses, authorizations
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
and permits that are necessary for Licensee to conduct its Boat Show
activities,
Licensee stall be responsible for paying the cost of said ap
licenses, authorizations and permits.
A. Vendor Regulations.
The Licensee's lay -out for all food an
cooperation with the City of Miami
life -safety revirements. There
exception, the .Licensee shall fill out and
layout is to
complete layout of vendo
prior to the start of the Sho
1) NOTE:: Certain ven
etc.) ofte
provi •
Coordina
commercial
latos and obtaining said
fit n areas this be developed in
e ' epartment to mcc all applicable
1 ,� n froth this • =n. Without
„t0 the City Event Coordinator a
vered seven (7) business days
ers, refrigerators, blenders,
vial ate power' -a • Vendors may be required to
enerator(s). ' lease contact -the City's Special Events
en (7) busin ='days prior to the event if vendors will be
{SY, trlcal power in excess of standard household
ecial
2) d pr =t :: • on areas require a tent. Subject to City Event
•prdinator •val, food carts and self-contained concession stands do not
e tart . o (2) 10 lb. ABC fire extinguishers are required at each food
ven ` • n. If hot grease or oil is used in food preparation, one (1) 10 lb.
40BC extinguisher' `is required. The vendor/promoter is responsible for
providing all fire extinguishers. All extinguishers will be checked by the Fire
Marshal
3) If eooking.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.
A
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION To
ORIGINAL BACKUktutIGINAL 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 unsay extension cords.
5) Storage vehicles must be removed from th
hours prior to the scheduled start of the even
parking their vehicles off -site, Due to :s
parlrn on the property..
6) Each vendor shall displa
signature. Such license shall be visib
food products, vendor's name, and phone n
7) The Florida Dep4h -nt of Busin
("DBPR") will have insp-;•" :4 ; tQoofect
are an owner or employee of
from this
will
permanent
Location
e e City
ust provid
xemption. A
atio
operty no later than two
dors are responsible for
d Professional Regulation
•orary license fee. if you.
t estaurant you may be exempt
copy of ti= license to the DBPR inspector in
promoters are responsible for contacting the
n d license fees.
,9 .. vendor areas for compliance. Failure to comply
loss ':r:ge deposit. Continuing failure to comply will result in
'nation'' e right to vend in all City facilities.
:e ases.
Il execute and provide to Licensee, forthwith upon demand by
Li f without any fee or charge to Licensee, all "location releases" and
similar iihorizations as may be required from time to time by Licensee in order to
allow audiovisual television or film producers to film the Property or any Show to be
performed on the Property.
so!
i
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT 'ME ENO OF THIS DOCUMENT.
This License Confers No Exclusive Possession of the Property.
This License confers no exclusive possession of the Property, provided however,.:,
,the Cityagrees not to enter into another License or any other similar. Agreement on this
Property that would interfere with Licensee's ability to operate for the Permitted Uses,
on the Property and/or the Submerged Lands Area so long as this License is in effect.
This will not be construed to prevent the Licensee from
Show. The Licensee cannot exclude the. City from. the
The City agrees not to use or Permit others to
the control of the City during the License Period'
and Licensee.
Licensee acquires no exclusive right to -
of the demised Property during the term of this L
This License solely autho
the limited purposes set forth herei
that the provisions of this License
hereunder are no , a s; t, tenant, but
a temporary ter on t 'roperty
License. The C • '.. nion, pass
see to`
whatsoever
Additions
kind or
icensee to th
the
p as mutu
other p
g access to the F3oat
;y and facilities under
eed by the City
ties other thizthe operation
•orary use of the Property for
} The Parties hereby agree
ease. The rights of Licensee
nal privilege to do certain acts of
use the Property, subject to the terms of this
n and control of the Property. Therefore,
ed upon Licensee wider the provisions hereof.
s +t, claim at any time any interest or estate of any_kind o
e Pr' by virtue of this License or its use of the Prop r.
Licensee does not and shall not, claim at any time any intstor.
extent whatsoever in the Property by virtue of any expenditure of
for improvements, construction, repairs, partitions, or alterations to
the Property vv eh may be authorized by the City Manager or his/her designee.
17. This License Is Not Assignable:
The City has relied on the extensive and unique reputation and experience of
Licensee in granting this License. The License is personal to the Licensee. Licensee shall
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2o15 City Clerk
THIS DOCUMENT IS A -SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN LIE
SEEN AT THE ENO OF THIS DOCU,I IOIT:
not sell or assign this License or any part thereof to any other party. The License granted
by this License is personal to the Licensee. Any assignment of this License contrary to
the foregoing provision, whether voluntary or involuntary, shall be void and shall confer
no right upon such assignee, shall constitute a default under this License, and shall result
in an atftomatic revocation of the License and the immediate forfeiture of the rights of
Licensee hereunder. U�
18. Cancellation / Revocation -at —Will by the Cif
The City Manager may cancel or revo
convenience, at any tune, with written co
giving not less than three hundred (300)
Licensee. Such notice should be given in the
License that is granted to the Li ;is revocable -a
Manager, without the consent of
express understanding of the patties
age
L cense wz
of the City
otice of there'
in accord
out Cause.
$�. cause that is for
M a e to.<Lic;ensee,
Cation to the
specified by Section33 This
by the City, through its City
ith this License being by
ense,
aryexpenses must be paid seven (7)
date, Any overage will be refunded to the
ays of event closing, or shall be applied to the overall
e City. Ancillary expenses include, but are not limited
mechanical, plumbing, utility, telecommunications anchor
ology, salary costs to any third party vendor or personnel
r costs including any tax or burden costs, equipment rental and any
fees provided by the City or its subcontractors. The Licensee shall
provide detailed event estimates and projections as early as possible in order for
cost projections to be prepared.
B. Final . Settlement.
25
M
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
Following the close of the Boat Show, the City shall invoice the Licensee for
the balance of unpaid fees, invoice, and or expenses. The undisputed portion of
said invoice Shall be due and payable within thirty (30) days of receipt of final
billing. After the thirty (30) days, interest on the undisputed unpaid balance shall
accrue at the rate of eleven and one half percent (11.50% per month.
C. Advanced Fees.
Any advance fees listed in Exhibit G
unless expressly stated otherwise in this
Termination for Cause.
Each party agrees to abide by each and e
Tf either party materially breach
then the nonbreaching party shal
notice within which to cease such
breaching party's
giving ten (1
be, deemed,
nonb
e terms, restric
reaching
do so, the
otice to th
eeled with
ire non- irefundable,
erm and condition of this License.
or conditions of this License,
enty (20) days written
G eh deficiencies. Upon the
reaching may ; cancel this License upon
caching party and thereafter the License shall
e necessity for further action by the
1 include, without limitation, any one of the following
y payment or any portion thereof within, ten (10) days o
(b) g ; to carry insurance as required in this License
(o) y other event which the City Manager, deems to be a material default;
(d) Failure to comply- with the terms and conditions of this license Which are
Material or substantial in nature
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEENAT'1'HE END OF THIS DOCUMENT.
Notwithstanding this provision or any other provision in this License, this License
attended to the Licensee is revocable -at -will by the City, through its City Manager,
'Without the consent of the Licensee.
20. .Motel Room Blocks for the Boat Show
Recognizing that forty percent (40%) of Miami Inte
come from outside the State of Florida, it is critical to
there be sufficient appropriate hotel rooms available
agrees to use its reasonable efforts to encoura
significant room blocks to the Licensee or i
21. Improvements, Alterations, Additions
As a further condition •'
certain improvements to the P
attached hereto ("Improvements")
es,Uea. of the Pr
the time -schedule '•,«a ': •.therein. s'
an amount not nix - • een Million
by the City are• ;of the ty's vision to i
benefits .t d accessilu
w separate
to imp
tem• • '� p
any other
Licensee unIe
• ►, oat Show attendees
s of the Boat Show that
Anse Period. The City
hots unity to provide
ace nts.
the City has agreed to make
1 escribed in Exhibit "D"
nt d` improvements according to
provements to the Property in
11ars ($16,000,000). The Improvements made
'11 be sting or constructing temporary improvements for the Boat
. �•art fr.'` � + City's Improvements. Licensee shall coordinate all
�rrr�• wit the City, and shall work with the City to coordinate said
r Except in the event of an emergency, Licensee shall not make
epairs or alterations required or permitted to be performed by
d until Licensee shall have caused plans and specifications therefore to
be prepared, at Licensee's sole expense, byan architect or other duly qualified person and
shall have obtained the approval of the City Manna$er or his/her designee, which approval
may be conditioned orwithheld for any or noreason WhatsCieVer. In the event of an
p
i
As: of
lmprovennen •
in Exhibit .
and
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTrTUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE ENO OF THIS DOCUMENT.
emergency, Licensee may reasonably proceed to perform such repair work and shall
immediately notify the City of such work.
The Licensee shall submit to the City all plans and specifications for the
temporary improvements or any additional repairs or alterations for the Boat Show. The
Licensee shall be solely responsible for applying and acquiring all necessary permits,`
including but not limited to, building permits. The License be responsible for all
costs associated with any temporaryimprovements an. : • tions including but not
limited to, design, construction, installation, and pe
The temporary improvements and all
laws, ordinance and regulations of the Sta
Miami and any other agency that may halt/
presently exist and as they niay be amended
alteration, addition or replacerney y = City shall no
22. Ownership ofiinplrovetnen
co
must co ,,'with all statutes,
f Florida, Miami -Dade don l , e City of
sd ,,;4i9,0 over the Pr oerty as they
er. By the installation of any
ded from the Property,
Date a.• . •ughout i e use period, all buildings and
•e vested in e City, including all Improvements described
to the ments and any and all the Improvements
tyJ° <« •etty, whether or not by or at the expense of
see, sha ' ` l ss of ' e provided by written agreement, immediately upon their
letion, becoin prop of the City and shall remain and be surrendered with the
Pro • =LL Ut is unders '• that the Licensee shall clearly identify, by written agreement
stated • this on, and as noted in Section 21, all the temporary improvements;
that License ��+1 ;o• owed to rertaove.
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
23.Reetsonable Efforts.
For purposes of this License, the °Parties hall 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,
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
24. Parking
The city, or its agent, will make reasonable e
paid parldng far the event at Virginia Key Beach
the east side of the Water & Sewer Dep
potentially other areas in the vicinity of t
similar service between this .parking and th
However, since parking is litnied;the Licensee
locations outside of Virginia Ke
patrons can be shuttled in to minium c r
The Licensee agrees to heavily promo -;
The Parking nc ved from :?
a
areas in the,yiidilty of the , ow operated
as income receive
ovide anyavaila 1j re -
City o �, pj, property located on
,`WASD") cn,t , plant, and
'ty will'provid - S tttle, van or
for all parkang customers.
to provide sufficient parking
irate shuttii<� ic•, so that the majority of
•_tis�ns Rickenbacker Causeway
to parking.
parking s • erations On Virginia Key and other
the City fortlhet-Boat Show shall
costs incurred are paid (including, but not
g attendants, and off -duty law enforcement
e .raffle operations et the Property or on Rickenbacker
essibn operators or caneessiono m ers are paid, and any
de third parties are paid to 'their respective operators ("Parking
Income, received from parking operations shall be splitevenly,
fry percent ( t `to each, Licensee and Licensor.
25,; Off -Site Agreements
The City agrees to Make reasonable efforts to develop agreements with lease tenants on
City -owned property on Virginia Key for use by the Licensee during the Show. if
successfully agreed to by both parties, these agreements will be included as Exhibits to
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO ..
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
this agreement. Net revenues from these agreements will be shared by the City
Licensee as outlined -in Section 4C.
26. Liens.
The Licensee shall not knowingly suffer or permit any liens to be filed ag
the title to the Property by any reason whatsoever, includin
labor, services or materials supplied to the Licensee
possession of the Property as a result of an agreernen 'r ,
Licensee or Internal Revenue Service (IRS).. No
as constituting the consent or request of the
otherwise, to any contractor, subcontracto , lei
u.
of any labor or the furnishing of any materials,
a
*pressed or i
er or
nd
of limited to, work,
no having a right to
out the consent of the
hall be construed
inference or
R'n
alman for erferznarrce
specific work on the Property
at power or auth� 1. fo contract for or permit tire
rendering of any servii or the eb any mate: tt would give rise to the
tterest the Property. If any liens
against t t.' •pertY, censee shall cause it to be
irty (30) d after the date that it has notice °f its filing.
ail to dischar ten within that period, then in addition to
any oth ''» t '' shall not be obligated to, discharge the lien
Lichee the
nor as giving the
filing ofanycotiatrUetion liens
shall at any time
discharged of "A
If*
et
eposit in. cot „ bond o<. e City shall be entitled, if it so elects, to compel the
.,. on of any aci i for t e foreclosure of the construction lien by the lienor and to
a
ed"to- ' e due or by procuring the discharge of the lien'
pay th , t , of th - figment, if any, in favor of the lienar with interest, costs and
allowanc derstanding that all amounts paid by the City shall be repaid to
the City by YJ. feensee immediately Ripon rendition of any invoice or bill_: The
Licensee shallnot be required to pay or discharge any construction lien so long as the
Licensee shall in good faith proceed to contest the lien by appropx ate 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OFTHis 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 (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 re r lations or requirements
of any governmental authority, federal or state, in connecth the perfoznanee of
indemnify a harmless the Indernnitecs,
y be Sar ed by an employee or
''. s, as pro rid above, for which
er employee would o '� �. se,be limited
J*. act, Longshor-' an's Act, or
this License, Licensee expressly agrees to
or any of them, from and against all liabilities which
former employee of Licensee, or any of its sub
the Licensee's liability to such employee o>
to payments under state Workers' Conipen
similar laws,
31. Insurance.
Licensee, at its sole cost, sh
times, throughout,,
"E" attached
32.
0 and
lane
rty, improve
the =, agents . employees, invitees or patrons occurring in or about the Property
that m . okul:.
flood, steam, _ � N 'ty, gas, water, rain, vandalism or theft which may leak or flow from
or into any p ' 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 file Property or any person whomsoever whether
such damage or injury results from cotti.itions arisingupon the Property or upon. other
of this
't arrt herea
the insur
in full force and effect, at all
ce coverage as set forth in Exhibit
be liable or responsible for injury, loss or damage to the
fix °; 9 and/or equipment belonging to or rented by Licensee,
yed, 'or in any way damaged, including, without 'initiation, fire,
33
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT 15 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 lien claim with all interest on it
and costs and expenses, incIiidiitg 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)
Property.. The City will titaln a complete s
sole cost and expensee'nay duplicate or c
first receiving written approval from the
changes key locks as approvedby the Director,
II at
n..
s to the Pro
cks to the P
Work. In tlt Y
not until
ent Licensee
see, at its sole cost and expense,
must also provide to the City a or copies of ys, if more than one copy is
required.
The City atoll have access to :: 4 ; : terty at any time to (a) inspect
the Property, (b) any oblig; s of Li = _ice hereunder Which Licensee has
failed to pert'notice there# to Licensee, Licensee not having cured such
nnatter within t such;notice, p to assure Licensees compliance with the
terms an+ ��'sio d all applicable laws, ordinances, rules and
rty, to prospective purchasers, tenants or others, and (e)
deemed necessary by the City Manager or I isiner
lations
a111+ _
how
and License
'the fbrtherance of the City's corporate purpose; provided,
make a diligent effort -to provide at least 24-hours advance notice,
e the right to have one or more of its representatives or employees
present durin is e lite of any:stich 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 makingof periodic inspections or the
failure to do so shall not operate to impose upon the city any Iiability of any kind
31
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed
Under this License:
28. Safety.
Licensee will allow City inspectors, agents or representatives the ability to
monitor its compliance with safety precautions as required b al, state or local laws,
rules, regulations and ordinances. By performing these P •ns, the City, its agents, or
representatives are not assuming any liability by vi cif ' ws, rules, regulations
and ordinances. Licensee shall have no
representatives from the occurrence, non -a Y ence esult of such
issuance of a notice to proceed, the is >+ sh tact the R
Department to schedulethe inspection(s).
29. No CIaim to Assets or Righ
By entering. Into this License,
titles or interest assets, ri
Licens
, its agents, or
• top(s). Upon
anagelnent
e granted any assets, rights,
title or in r rests, except as otherwise set forth
defend at its own cost and expense and hold harmless
City and it wcials ti.; ployees and agents (collectively referred to as
tees") and 'ea. h of them from and against all loss, costs, penalties, fines,
I!"
damage , e1= ms, exp `ses (including attorneys fees) or liabilities (collectively referred
to as "Liabi t reason of any injury to or death of any person, or damage to or
destruction or 1 ss of any property arising out of, resulting from, or in connection with (i)
the performance or non-performance of the services contemplated by this License which
is or is alleged to be directly or indirectly caused, in whole or in part, by any act,
omission, default or negligence (whether active or passive) of Licensee or its employees,
agents or subcontractors (collectively referred to as "Licensee"), regardless of whether
32
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT I5 A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
portions of the Property or from other sources. Licensee indemnifies the City, its officers,
agents and employees from and against any and all such claims in accordance with the
provisions of Section 30 herein.
Licensee further acknowledges that as lawful consideration for being granted the
right to utilize and occupy the Property, Licensee, onbehalf of itself, its agents,
contractors, concessionaires, invitees, and employees, does
liability the City, its officers, agents and employees, ft
death or property damage resulting from Licensee's u
Licensee, at its sole cost and expense, a
all federal, state and local laws, statutes
policies, orders, administrative actions anifa31_.1
limitation, any Hazardous Material
inddatrial hygiene, environmental pr
of any flammable explosives, tci
polluting materials,' substances or w `= ► ,:' �
Substances", " .H
any ,such la
Licensee
all
ovals rel
e
dinanc
release from any legal
and all claims for injury,
Of the ;
and in al
ty.
pects comply with
and regulations
orders, incl
Laws ("li
ction or tom.
ces or oth
astes", "Hl
dbus
Materials
aw
axles, rulings,
ding, without
") relating to
age, disposal or transportation
"AR" ardour, contaminated or
t limitation, any "Hazardous
ate als" or "Toxic Substances, under
r regulations (collectively "Hazardous Materials"). The
d expensefocure, maintain in effect, and comply with
rek its, a eements and other governmental and regulatory
ce of Hazardous Materials within, on, under or about the
y, including �� upl °'r`r submerged land, required for the ;Licensee's use, or
of, any Haz pus Materials in or about the Property in conformity with all.
applica l • ,.azard
managemea azardous Materials. Upon revocation of this License, the Licensee
shall, at its sole Cast and expense, cause all Hazardous Materials, including their storage
devices, placed, or inadvertently released, in or about the Property, in, on, or around any
upland or submerged land, by the Licensee or at the Licensee's direction, to be removed
from the Property and transported for use, storage or disposal in accordance and
compliance with all applicable Hazardous Materials Laws. The City acknowledges that it
Materials Laws and prudent .industry practices regarding
34
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
isnot the intent of this Paragraph to prohibit the Licensee from operating in the Property
for the uses described in the Section of this Agreetent entitled "Purpose''. The Licensee
may operate according to the custom of the industry so long as the use or presence of
Hazardous Materials is strictly and properly monitored, and/or mitigated according to,
and in compliance with, all applicable governmental requirements. The requirements of
this Section of the License Agreement' shall survive the ex • pr. W ' or termination of this.
Agreement.
33. Notices.
Ali notices or other communicationsp
License, shall be in writing and; shall be dell
addressed to the other party at the address indicat
given on the day on which ran
being posted or the date of actual>r
If to City of Mi
hick sh: or may be gi ri pursuant to this
telecopy, or ',egistered snail
fi._ Such notice shall be deemed
ered; faxed o , v ,nail, on the fifth day after
everis ear
City Mail
City of Miami
35+0 Pan American Drive
tarni, Florida 33133
City Attomey
City of Miami
444 SW 21.4 Avenue
Suite 945
Miami, Florida 33.130
Director
Department of Real Estate and Asset
Management
City of Miami
444 SW 2f4 Avenue, '3'1Floor
Miami; Florida 33130
National.Marine Manufacturers Association,
Inc.
9050 Pines Boulevard
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
With a copy to:
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
Pembroke Pines, FL. 33024
Attention: Cathy Rick -Joule
National Marine Manufacturers Association
231 S., LaSalle St., Suite #2050
Chicago, IL 60604
Attn: Ben Wold, Executive Vice President
Craig Boskey, SeI A Vice President, 8c,
CFO
Jona
Howe
0
,
ok r Dr., S
cago, IL 60606
Licensee shall not permiLany signs or adve
exterior of the Property withoutl;a
his/her designee, which approval y
Licensee shall, at its sole cost an
decoration, adv , t;
condition an; -,
governmental aut
er or other t
at ... times. Lie
g matter to be placed upon the
oval of the Director or
d, at his sole discretion.
provide, maintain such sign,
ngs as y be permitted hereunder in good
muust further obtain approval from all
n, and must comply with all applicable
ations in the City of Miami Code and Zoning
ably wi
anni-De,Cgunty Sign Code, as applicable. Upon the cancellation
e shall, at its sole cost and expense, remove any sign, decoration,
thing permitted hereunder from the .Property. If any part o£
the Prope e.h iu • ay damaged by the removal of such. items, said damage shall be
repaired by le`. At its sole cost and expense. Should Licensee fail to repair any
damage caused to the .Property within ten (10) days after receipt of written notice from
the City directing the required repairs, the City shall cause the Property to be repaired at
the sole cost and expense of Licensee. Licensee shall pay the City the full cost of such
repairs within ten (10) business days of reoeiipt of an invoice indicating the cost of such
required repairs
36
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT I5 A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN ATTHE END OF THIS DOCUMENT.
Licensee hereby understands and agrees that the City may, at its sole discretion,
erect or place upon the Property an appropriate sign indicating City's having issued this
License:
35. Public Records:
Licensee understands that the public shall have'
City contracts and all documents, records and reports
to this License, pursuant to the provisions of Chapterf
including compliance with the provisions of S ,
"Contracts; public records" and agrees to
documents subject to disclosure under applica�
36. Compliance with Laws,
Licensee and/or its a
codes (including, but not limited
ordinances and re
government l a
its authorized ag
Con
mg the
all
tlo
w acces
1
acces 11 reasonable times, to
to ed and generated pursuant
19, F Statutes, as amended,
.0701, F Oda Statutes, entitled
by the City and tla public to` all
uth• co to co t, With all applicable laws,
to, e Fl• ng ode as it may be amended),
enacted or niulgated . y federal; state, county, and city
visions of th Charter and Code of the City. Licensee and/or
�inplywith e sonable directives of the City Manager.
Licensee is'`e • re of onflict of interest laws of the City (Miami City Uccle
Cli• , Article V) ade ounty, Florida (Dade County Code, Section 2-11.1 et, seq.)
and of II •., to of F1 .r da as set forth in the Florida Statutes, and agrees that it will fully
comply in a Ica s with the terms (Amid laws and any future amendments thereto.
License- further covenants that no person or entity under its employ, presently'
exercising any functions or responsibilities in connection with this License, has any
personal financial interests, direct or indirect, with the City. Licensee further covenants
that, in the performance of this License, no person or entity having such conflicting
interest shall knowingly be utilized In respect to services provided hereunder. Any such
37
-v:i: rw2,.'7di
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN ATTHE END OF THIS DOCUMENT.
conflict of interest(s) on the part of Licensee, its employees or associated persons, or
entities must be diselosed in writing to the City.
38. Nondiscrimination.`
Licensee represents and warrants to the City that Licensee does not and will not
engage in discriminatory practices and that there shall be no • hjxiation in connection
with Licensee's use of the Property on account of race, c , religion, age, handicap,
marital status or national origin.
39. No Discrimination in Hiring.
In the performance of this License
authorized agents shall not discriminate
employment because of age, sex
ancestry or national origin. Licen
action to insure that minority appli
treated during ° _ without
color, relilio
not be limited
mpensati
of' exte • thereof, Lic see and/or its
ag any employee or applicant for
orientation, • lor, religion, familial status,
• ts authd _ nts will take affirmative
s . gyp•+ �. ec and that employees are fairly
d to their : ge, sex, sexual orientation, racer
ancestry, of ational origin. Such action shall include, but.
s
•wing. emp ent, upgrading, demotion or transfer,
Doff or termination, rates of pay or other. forms
4mericans i+' Disability Act,
ee sha t 'affirmatively comply with all applicable provisions of the
Americans wi a•ilities Act ("ADA") in the course of providing any work, labor or
services fund by the City including Titles I and II of the ADA (regarding
nondiscrimination on the basis of disability) andall applicable regulations, guidelines and
standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination
in employment of disabled persons,
ate.„: fa;
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
414 Compliance with Environmental Laws.
Licensee represents and warrants that during the use period, it will not use or
employ the Property, or other Cit ..owned property, to handle, transport, store or
p Yany y P P S'> l�
dispose of any hazardous waste or substances and that it will not conduct any activity at
the Property or City -owned property in violation of any ap•l.icable Environmental
Laws.
THIS DOCUMENT IS A SUBSTITUTION TO
OR1011NAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
42. Radon Gas.
Radon is a naturally occurring radio
building in sufficient quantities, may pres
over time. Levels of radon that exceed fedet
buildings in Florida. Additional information reg
obtained from your county publi unit.
4b. Time of Essence.
It is exp
to this Lice
the final day of s
covenan
of any subse
this License,
t, when
accumulated in a
ealth risks to persons wh -"
d steidelines hav
exposed to it
een found in
radon and radon testing may be
bythe P ¶�' hereto th ime is of theessence with respect
ay of any p 'ad falls on a weekend or legal holiday, then
the date o f erformance shall be extended to the next
then party or any breach by either party of any one or more of the
r provisionsof this License shall not be construed to be a waiver
other breach of the same or any covenant, condition or provision of
shall any failure on the part of the City to require or exact full and
complete compliance by. Licensee with anyof 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 tenns of this License be
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT ISA SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN ATTHE END OF THIS DOCUMENT.
changed or altered in any manner whatsoever other than by written License of the City
and Licensee..
Airy; dispu Herein titan be resolved in the courts of Miami -Dade County,
Florida, The Parties shall attempt to mediate any dispute
this is not intendedto establish mediation as a cond
specific performance, equitable or injunctive relief.,,;
46. Attorney(s)' Fees.
In the event it becomes ne
interpretthe provisions of this License! each p
through all trial and appellate 1
oQt litigation. However,
cedent before pursuing
tut ,: I proceeding=+`3 o enforce or
1 bear its own attorneys' fees
d7' Waiver of Jury trial.
The Patti knowingly,' bly, °a5• untarily and intentionally waive
any right et o a trial b in respect of any action, proceeding or
counterclaim b Or "• out oia under or in connection with thisLi `. on of this License, or any other agreement
artie5' lei connection with this License, or any course of
irscr • i ents (whether verbal or written) or actions of any party.
h s waiv- jury trial provision is a material indeteemcnt for the City and
Llts g in a subject transaction.
4$ d: " rty. 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
A
1
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
49.. No Partnership.
Nothing contained herein shall make, or be construed to makeam, p;
principal, agent, partner, affiliate, or joint venture of the other.
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
t1� Further Acts.
In addition to the Ott and deeds recited herein and
executed and/or delivered by the Parties, the Parties
and/or deliver or cause to be performed, executed e i
further acts, deeds and assurances as may be
contemplated Hereby.
51.
Amendments.
No alterations, arnendmen
by an instrument iris writing by t ' ar st
Neither this Licata., nor any term eo
an instrutn`;,,.
�Ity oever. Th
whole or in part;
shall have
non -substantive
City
panto
No Interp "..
Parties a
and e
or< tig
icens
dated to be performed,
ee to perform, execute
red any and all such
e the transactions
odifications h ,a shall be valid unless executed
nth the sain rmality as this Liccusc.
="a ; modified, or abandoned, in
it writi nd no subsequent oral agreement
ity Manager is hereby authorized to execute
thout the necessity of nuttier action by the
Draftsmen.
that no provision of this License shall be construed against any
party shall be deemed to have drafted this License:
53, Sever II and Savings Clause.
It is the express intent of the Parties that this Lit,ense 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
41
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
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 tb 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 affet1arties intent for this
License, should any provision, section, paragraph, sente
this License be determined by a court of competent'
otherwise unenforc,eable under the laws of the S
provision, section, paragraph, sentence, wore
extent necessary in order to conform with su
be deemed severable, and in either event, the r
License shall remainnnmodified' fall force and
54. invalidity.
In the ev q;
invalid fora ! as
License and the s
isdicti
te,,Frorida or the
or phras
s, or
rd or phrase contained in
be invalid, illegal or
ty of Miami, such
shall be deemediodihed to the
t, t modifiable,crt same shall
ng terms and provisions of this
t or limitation of its use.
non -mat -'�� pornelo this License shall be held to be
invalidity l not .affect the remaining portions of this
in full fo , and effect:
are for convenient :reference and are not a part of this
56. En
ThisLI rise represents the entire understanding between they Parties hereto as to
the subject matter hereof, and supersedes all prior written oral negotiations,
representations, warranties, statements or agreetnents between the Parties hereto as to the,
same. There . are no promises, terns and conditions,: or obligations other than those
I
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THISDOCUMENT IS A SUBSTITUTION TO
ORIGINAL, BACKUP ORIGINAL CAN BE
SEENATTHE END OF THIS DOCUMENT.
contained herein, and no party has retied 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., to this License in their
respective behalf.
58. Limited Protection Clause
The City agrees that it will not li
event for the period commencing (30) days b
(30) days after Licensee's last show day (the " L
event" is hereby defined as. an ' `? htch has thirty
number of exhibitors/booths in
substantially similar to die product
how that i$:open
only to • he . . .
"competing. even
show
Final l3a1
y Final
respa
scheduled se
9 shall nev
ersa:
ed upon th
e deemed
ermination of whether or not art event is a
product lines in the proposed event's prior
ger or Director.
of the Propert y competing
first show days. 'd concluding
rotection Period"). A "competing
aw. t (30%) or more of the total
selling ¢ uct lines the same as or
ent; provided however, that as
tnpeting event with a show open
ce of the Use Fees, costs and charges which are the
ee shall be due upon completion of event and payable at
60. ResponSibility,for Da drag
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 shrill be
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2p 5 City Clerk
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 an ;R`. pletely hold harmless
the City of Miami, and to pay all costs related to any Lion of the above. City
acknowledges that Licensee owns various trademai
"National Marine Manufacturers Association,";
International Boat Show" and related logo
take any action inconsistent with Licensee's o
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
Merchandise.
Nothing provided in this S . ,.revert L'ie <. •im selling show related
merchandise and/or booth giveaway uc • idered to be in competition
with City's conce ; 9 actor(s) on`` roperty e time this License is executed.
but not limited to
oating, "Miami
agrees not to
63, . Use of
onager 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
and should have written verification _ of such flameproof
64. Licata e'Employee's and Agents,
Licensee will furnish any technicians,. stagehands, ticket sellers,.
ushers, security guards, on any other auxiliary persotmel at its own cost.
1
1
1
1
1
1
1
1
1
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
any person or group of persons, any materials, equipment
judgment, circumstances of a dangerous or unusual
reasonably believes are about to occur, and such action
and welfare of persons and/or property, and Licensee'
damages against the City , its agents or servants
.66. City Manager's Discretion-
Any inattter not expressly provided for herein shall be:
the City Manager. The City Man'' 1 when possib
consults with Licensee.
EREOF,
Eby their res
By:
Signature
or other items if, in his
aye occurred, or he
ary to secure the safety
ght and/or claim for
'thin the reasonable discretion of
d ultimately at its discretion,
arties he I have caused this License to be
ve officers and hereunto duly authorized as
LICENSEE;
NATIONAL MARINE
MANUFACTURERS
ASSOCIATION Inc., a Delaware
not for profit corporation, authorized
totransact business under the laws of
the State of Florida.
By:
Signature of President
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
1
r
1
1
1
THIS DOCUMENT IS A SUBSTI'nUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
t
1
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015, City Clerk
ATTEST:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE REQUIRE
Ann -Marie Sh
of Risk M.
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT,
CITY OF IMAM,
a municipal corporation of the
..........:.., :
State ofFlorida
Submitted into the public
Record for item(s) PZ. 3
on 05 14 201s, City Clerk
COMPOSITE EXHIBIT "A"
LEGAL DESCRIPTION (UPLANDS)
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
!s;
ziT
I
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
BOUNDARY SURVEY
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS D
OCUMENT.
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 201E
•,. `t.s okra.
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A Sti r 7
ORIGINAL BACKUP ORIGINAL CAN BE'
SEEN AT THE END OF THIS DOCUMENT.
fl E IN►ORMAT10N PROVIDED ARE BASED OH THE BEST AVAILABLE INFORMATION AND SHOULD BY CONSIDERED APROXIMATE
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
EXHIBIT "B"
PROPOSED SUBMERGED LANDS AREA
SIJR.YEY SHALL BE INCORPORATED. AS AN EXHIBIT TO THE LICENSE IF AND
WHEN USE OF THE SUBMERGED LAND IS REQUIRED BY LICENSEE)
1
?'•
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
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
.4"
51
•
1
1
LIST OF IMPROVEMENTS
Florida Power and Light
Water and Sewer Utilities
AT&T Utilities
Solid Surface
Broadband. Internet Service
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS powwow' IS A SUOtTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
' SEEN AT THE END OF TH S DOCUMENT.
EXHIBIT"D"
SCHEDULE OF INITIAL CITY IMPROVEMENTS •
CITY TO PROVIDE.
ESTIMATED COST COMPLETION DATE
Construction drawings and. schedule of completion
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
EXHIBIT "E"
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS .POR A CERTIFICATE OF INSURANCE -
REVOCABLE LICENSE AGREEMENTNMIV.IAIBOAT SHOW AGREEMENT
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL, BACKUP ORIGINAL CAN BE
SEEN AT THE END OP THIS DOCUMENT.
Commercial General! Liability (Primary and Nen C S utory)
A. Limits of Liability
Bodily Injury and Property Damage
Each Occurrence
General Aggregate Limit
Products/Completed Operati
Personal and. Advertising
State
Waiv
Pm yDamage Liability
Liind
uled Autos
or Non -Owned Autos
Acel$ 1,000,000
S 1,000,000
S2,000,000
$1,000,000
1,000,000
tred
atni listed as an additional insured
sodien
ility
Tate of Florida
of subrogation
Errtployer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident,. each. accident.
$1,000,000 for bodily injury mused by disease, each. employee
1i000,000 for bodily injury caused by disease, policy
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
Umbrella Policy (Excess Follow Form including liquor)
A. Limits of Liability
Bodily Injury and Property Damage Lability
Each Occurrence $ 10,000,000
Aggregate $ 10,000,000:.
City of Miami listed as an additional insured
V. Marine Operator's. Legal Liability and
Protection and Indemnity Liability
City of Miami listed as an additional insure
Excess Marine Operators Legal Liability and
Protection and Indemnity
Jones Act, if applicable
Each Occurrence/Policy
Clty of Miami listed as an
VII. liquor Liability
VIII. Hull=
The above poliei` +'
accordance with pollcy
Companie •
shall i ; `e all insurance
"Class X" a
A.M. Best Co
insurance are
approval.
The compan.°
cal S
Oldwi
sll
$1,000,000
per declared value
ith written notice of cancellation in
in the Mt e of Florida,. with the following qualifications,
t beftated no less than "A-" as to management, and no less than
by the latest edition of Best's Insurance L3uide, published by
ew Jersey, or its equivalent. All policies and /or certificates of
ew and verification by Risk Management prior to insurance
The City reserves the, right to request copies of all insurance policies associated with, this
agreement, `including, but not limited to all policy endtrseLnents, and any and all coverage
information.
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
EXHIBIT "F"
PERMITTED USES, GOODS, PRODUCTS & EXHIBITOR CATEGORIES
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL, BACKUP ORIGINAL CAN BE
SEEN AT MEND OF THIS DOCUMENT.
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
EXHIBIT "G"
USE FEE PAYMENT SCT EDV U
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
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 I: $250,000 00
C) February 1: Use Fee balance
0) By March 31, Licensee will provide a final report on the
State of Florida use tax, if applicable, for the license to.
balance duet() the City or balance refundable to the 1
or refund due the Licensee shall be paid by April 0
of Concessions plus
operty and indicate any
c alanee due the City
Atkin
g net.
Submitted into the public
Record for item(s) PZ. 3
on OS 14 2015 City Clerk
EXHIBIT "II"
DAMAGE DEPOSIT RELEASE FORM
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE ENO OF THIS DOCUMENT.
NATIONAL
LOCA
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
REVOCABLE LICENSE
ISSUED BY
CITY OF MIANIE.
0
CT 5a ' 'S ASSOCIATION
F A PORTION OF PROPERTY
INIA KEY UPLAND AND SUBMERGED
LANDS
MIAMI, FLORIDA
SUBSTITUTED
REVOCABLE LICENSE
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015 City Clerk
This Revocable License ("License") is entered this day of
2015, ("Effective Date") by and between the City of Miami, a ;� uucipal corporation of
the State of Florida (the "City"), and National Marine Ma•tur- 's Association Inc.
("Licensee"), a Delaware not -for -profit corporation w
at 231 South LaSalle Street, Suite 2050, Chicago, I1
RECIT
WHEREAS, the City is the owner
includes the upland and submersed lands collective)
WHEREAS, the licensee
and international boat show events,
(1,400) companies involved in variou9
dedicated to cre,
which its m
selling and servicrh"
public and o
i�
WHEREAS
over
ed in the bus
more th
cipal place of business
operty a Isey that
("Property"); and
of presenting both national
thousand four hundred
y recreational boaters, and is
ting, and p' tecting a s.' e and productive environment in
ve financial s: cce s through excellence in manufacturing,
S, ""Fl='censee
ars has bee
AS 0
South Florida
WIIE
s• and
to use a portion of the Property to present to
ternational Boat Show ("Boat Show"); and
ow will celebrate its 75th anniversary in 2016 and for
roduced in Miami; and
Boat Show generates over $600,000,000 in economic benefit to
ear; and
AS 1,500 businesses that call Miami home depend upon the Boat
Show, and Florida businesses sell more than $300,000,000 of product at the Boat Show;
and
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
WHEREAS the Boat Show is the premiere gathering place for more than
100,000 boaters, 50% of whomtravel to the Boat Show from outside Florida and 10%
of whom travel from outside the United States; and
WHEREAS an estimated 45,000 workers prepare the Boat Show to unveil the
latest and most innovative new boating products; and
WHEREAS the Boat Show fills 200,000 hotel room o"_' "", and
WHEREAS the Boat Show provides the equ ° a ' of 6,500 full time jobs;
WHEREAS, the City and Licensee ("the Parties" )'.vf�?r ire a `k �.� tend to enter into a
Revocable License for the use of a portion Key up►�Ya. and submerged
lands, Miami, Florida; and
WHEREAS, this License is not assign
WHEREAS, this License is revocable at- V i . y the City Manager and without
the consent of the Licensee pur;
applicable; and
WHEREAS, this License do
o the notice pi` a`b ;ons of Section 18 herein as
serest, a right to use for any
general purpose, ntP da �G o .ht to excl'' the City ` om any right in real property,
including an ' tt ehold iri `�J:st in real property owned by the City; and
WHEREA4 � us x� +fi a does not r U'lvey, confer or transfer a right to use any
nse does not convey, confer or transfer any right to
perty; and
is License permits only certain, enumerated, specific and listed
permitte and do not permit anything further; and
WHe the Parties jointly and voluntarily stipulate as to the accuracy of
these recitals;
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the Parties hereby agree as follows:
2
i
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
1. Recitals.
The foregoing recitals are hereby incorporated and made a part of this License.
2. Definitions.
a)
b) "City" shall mean the City of Miami, a Florida`"` `'rl'` icipal corporation, for
purposes of this License in day to day d 'e k�;+s the City shall mean the
"City Manager," unless a different body,r ►fficial is specifically
designated in this Agreement.
c) "Board of Trustees for Int $ter Impro ements Trust 1 Y�" = ereinafter
"TIITF") shall refer to the stagy`,^ency owns state-o ed lands and
administers these state owned land i '.ugh its administrative agency, the
State of Florida D gin! ent of Environ' ? 1 Protection ("DEP").
d) "DEP" shall mean ju • f Florida tment of Environmental
Protection, which is ov M `` ah. n y� ,'overseeing the administration
f submerg ds on be f of TIITF.
11 mean the ector of the City of Miami's Department of
"City Manager" is the City Manager for the City of Miami.
R- "���, tate. n + set M• ent.
`Bff- ', Bte y • ense is the date of execution of the License by
1
1
es.
ws" means all applicable requirements of federal, state
environmental, public health and safety laws, regulations, orders,
icenses, approvals, ordinances and directives, including but not
to, all applicable requirements of: the Clean Air Act; the Clean
ater Act; the Resource Conservation and Recovery Act, as amended by
the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking
Water Act; the Comprehensive Environmental Response, Compensation
and Liability Act, as amended by the Superfiind Amendments and
Reauthorization Act of 1986; the Occupational Health and Safety Act; the
3
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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, a
human control, including but not lirni
national emergency acts of God,
Government regulation, strike
employees), fire or other n
curtailment of transportation
f any event beyond
cts of national security,
threats of terrorism,
e ` than rt<; of Licensee's
al calanty, disorder, � 's obedience,
ce, or any oc4t ence which
makes it inadvisable, illegal, or i.sible for Licensee to perform its
obligations under `i"�,. 'cense.
i) "Gross Receipts" s1
directly from busines
co or at the P
ans of 'wok itiine vesse
les shall bA
Who el; sua�
Receipt all
andis vided said amounts had been previously included as part
Recei'p (ii) 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
ns of Licensee; (iv) gratuities paid to employees; and (v) interest
revenue reaby the Licensee derived
n, consummated, initiated or
rty, inclu.'f g business made or performed by
or mechanical or other vending devices,
redit or cash sales or otherwise. Gross
by: (i) cash or credit refunds for returned
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
4
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
percentage or a commission is paid to the Licensee but rather the sales
proceeds is retained by the Vendor).
j) "Income" shall have the meaning ascribed to it in Section 4C.
k) "License Period" shall mean the period of time from twenty one (21) days
prior to the start to fourteen (14) days after the end of the Boat Show.
1) "Parking Income" shall have the meaning asc..it in Section 24.
in) "Percentage Fee" shall have the meaning sd -d to it in Section 7A.
n) "Permitted Uses" shall mean the occu. d cy and + ' of the Property for the
following primary and ancillary s further d d in Exhibit "F",
which complies with the ni 21 , oning Code. ,3.,;ci.cally this
involves the presentation o M IE 1N1'ERNATI.( AL BOAT
SHOW and its affiliated component ` oat Show").
o) •"Property" shall "lr"i approximately ty three (23) acres of upland
and twenty six (26) E , • • 'erged lanned by the City located at
Virginia Key, Miami, lornd �' uoaa�� ,. icularly described in Exhibit
;sing theg the Marine Stadium and the
s)
operty locat`' on the east side of the Miami -Dade County
epartment ASD) Treatment plant.
ascribed to it in Section 8.
nds" shall mean the water basin abutting the City -owned
irginia Key, Miami, Florida.
ed Lands Area" shall refer to any demarcated water area, should
me available, abutting the Property and proposed for commercial
public use by the Licensee and/or its patrons.
J 'se Fee" shall have the meaning as set forth in Section 7A.
3. Permitted Uses.
Subject to existing zoning and other governmental restrictions and the issuance of
this License, this License authorizes the Licensee to occupy and use the Property for the
5
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015, City Clerk
Permitted Uses, as defined in Section 3 hereof.
Licensee shall operate, manage, supervise and administer activities for its use of
the Property as an independent contractor and not as an employee of the City, Licensee
may request written consent from the City Manager or his/her designee to use the
Property for any other use, but shall not be authorized to use the Property for that use
until Licensee has received the written consent of the City
which consent may be conditioned or withheld in the sol
4
or his/her designee.
The Property shall be used and occupi
of presenting the Boat Show, selling, usi
related to the Boat Show (such as boats, n
have a marine application), including those good
in, or which service, the marin}=' {. stry and recre
Property, and to grant to third p r nlf��.f.; : it to
products on, to, or from the property
Subject to 'fir �r �' able zonin:' . finances,
right to pro. e'W
goods and produ
enter
dvertis'
d ti
agree' 9`� re a
fi ' the Prop : Fit,• ., i) th`
asso
approval of
withheld. Li
d display wi
me and logo
i
r or his/her designee,
etion of the City Manager
icensee
ng any goo
ccessories an
for the purposes
products
roducts that
ces, products and supplies used
boating on, to, or from the
sell or display any goods or
itted Uses").
ensee shall at all times, have the
the Property during the Boat Show: (i) the
any third party with whom Licensee has
ale and use of such products by Licensee on or
ds and products and the name and logo of any sponsor of
name a o ogo of any charity organization with which Licensee is
splays, goods, and advertisements are permitted, subject to the
Manager or designee which approval shall not be unreasonably
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 all sponsors of the Show that will be promoted, advertised or displayed on the
Property during the Show respectively. The City Manager has approval, or shall have
6
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015 City Clerk
approved such lists prior to the use of the Property. Licensee shall provide to the City at
least thirty (30) days prior to the beginning of the Show, Exhibit "F" of all additional
sponsors of the Show that will be promoted, advertised or displayed on the Property during
the Show. Within five (5) business days from receipt of Licensee's list of sponsors, the City
Manager shall approve or disapprove such list and confirm the terms and conditions of the
City's sponsorship agreements or any other City agreements
Licensee from: i) selling, using or displaying these goo
advertising or displaying such sponsors on the Pr
Manager does not disapprove the list(s) within
said list will be deemed approved for purpose,
Should the Licensee require the use o
for its activities for a water -dependent commercia
shall, at no cost or expense t
TIITF/DEP for a Temporary Use
the benefit of the Licensee. The Lic
expenses associa e applicat
siness
Ole law that prevents
roducts; or ii) promoting,
e Show. If the City
receipt of same,
on 3 of Permi
Lands abutti, the Property
the Licensee shall apply and City
City, assist ' ) .any required applications to
merged Land Lease for
to pay for all costs, fees, and
to TIITF D' P for a pass -through TUA and
Submerged EP Lease") the City, including but not limited to survey
fees required to ``it % ano s . arcate the u''.osed Submerged Lands Area according to
ees, if any, TUA and Submerged Land Lease
ication fe BIIIIu' `al;{ P lease fees. The use of the Submerged Lands Area of the
erty is subject '`4 : !+e app �p� of TIITF/DEP for a Temporary Use Agreement and/or
Sub M r ed Lands L to the City, as applicant and shall be subject to any restrictions
set fo �'E;'i IITF/D ' for the use of said Property, as more particularly described in
prospective �r; ' ; `C" attached hereto to be incorporated and made a part hereof.
Licensee will be responsible for dock construction within the basin, as well as
securing all required permits necessary for the construction and performing any
mitigation required by permitting agencies. Licensee will also be responsible for the
prompt removal of the dock and any restoration that may be required by the City or
7
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 other e to support an event
of this magnitude with regard to off -duty law enforc ire -rescue personnel, and
solid waste services to haul away solid -waste on. a r mar basr m designated garbage
areas (large open -top bins). Licensee will be ; - jU1e for hin security firm and
janitorial company to provide all necessa �ersonn to perform c services.
Licensee will be allowed to secure access to t :.basi acent to the e Stadium
during the Show to provide security for vessels at e porary dock.
4. Manner of Property Use.
Licensee's use of the Propert nor' ��I, "� Licensee acknowledges and
agrees to abide b and obligates as set fo th in the services to be provided, the
manner of • ony u` eas and �':'ntenance and utility obligations, provided
however, the Ci • enter into a` o + er License or other similar Agreement on
this , w• - r disrupt Licensee's ability to operate on the
Pperty anubm• Lands Area so long as this License is in effect.,
No other _essee oxin;"censee may use space on the property in competition
with,-.. e oat Show ng the five (5) days of the Boat Show event,
T• `': icensee 11 be allowed to use the property for the purpose of conducting
the Show fd � 5) day period encompassing President's Day Weekend. Admission
by the public e 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
8
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015, City Clerk
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 (21) days before the co cement of the Show. The
Licensee will be permitted access to the Property to r<d'+we e down equipment u
p Y �P
to fourteen (14) days after the final date of the 5:®; necess'" dditional time may
be provided subject to City Manager approva hick shall not be unr ably withheld.
If additional time is required by NMI any events
that the City may have scheduled to avoid imp ; F a X`'City revenues, or may otherwise
111.
compensate the City for impa revenues. The , will not unreasonably restrict
access to NMM.A for Setup. The L � t�i��,t= as no right to �t_, ie Property at any other •
time or date.
To the max' . xtent possibl : �`iveries : ntainers, equipment, vessels, etc.
for the show sib; `be tak the staging'"? ea which is the portion of the Property located
east of the *a d Se r Department D) Treatment facility. During the Setup
and Take4.wn perio i ,. ® t Fe r ` re -shipped items to the staging area will be
re e� - t s bet v 8:00 pm and 6:00 am so as to minimize traffic disruptions
Licensee will be required to hire off -duty law -
en ent office: as determined by the City to help minimize traffic
disrupequipment, vessels, etc. will be released from the staging area
and move. he > �'bition space area (areas adjacent to the Marine Stadium) in a
manner that dog" of disrupt traffic on the Rickenbacker Causeway.
A. Reduction of Property Licensed.
Licensee may reduce the Property licensed or needed provided that the City
Manager receives prior written notice no less than twelve (12) months prior to the
event date outlining the reduction in space requested and is allowed to release,
9
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
relicensc, remarket, and or provide the space for another user willing to pay or
generate the same or higher Use Fee. In the event of such conditions are met, the
City shall credit the Licensee for all Use Fees that are paid by subsequent
Licensee. Otherwise, Licensee will be responsible for full payment of all required
Use fees.
B. Reduction of Upland Space.
The City may at its sole discretion, redu0 the s ' .rovided for the Boat
Show by providing written notice to L' o less th``�3f, elve (12) months
prior to the event date without penall, " o Licensee. To the exte B. t Show's
upland space is reduced by mole t en p : pit (10%) arou the marine
stadium subject to prior twelve (12) mon itten notice, the Use Fee will be
reduced proportionately.
marine stadium will have
reduction of space materially
because it
stadi
tenninat
spec'
duction of 10%
the Use
than ten p
ination of t a: Licensee, Licensee shall have the ability to
ent without tlity to the City by giving notice in the
ss of upland space around the
eurther, to the extent the
the ability to conduct the show
tiguous area around the marine
verage, 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,
Whi ¢- oF`, etc.) during the Boat Show dates (including Setup and Takedown
dates), 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 incurred are paid including, but not
10
1
1
1
1
1
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 restn �� =,3 •ol sales in all City owned
properties and/or operated facilities. Subject '>> the L ° _ee complying with all
requirements, the City Commission has 'I • '`• allow ,6 - + ; sale of alcoholic
beverages in conjunction with the s a . t Show The City of
right to designate the location of
permits shall be filed with the City M sU {, at least ten (10) days before the
commencement of the B . 34et. ow.
i) No glass bottles are al
ii) Al �!Y f._ s to the pub,
erves the
stations. All --i • uired liquor
rty must cease one (1) hour prior
e exception of privately hosted events.
purposes of this Section is/are an authorized
e, are jointly and severally responsible for obtaining all
rage permits from the State of Florida Alcohol &
ent of Business Regulation. In order to obtain a liquor permit,
e must follow the guidelines set forth by the State of Florida and
with q g with all State of Florida Licensing, City Code and Zoning
Ordin. k= 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
ii) Zoning approval
iii) Department of Revenue approval
iv) Obtaining license from Department of ATB
v) All taxes, related to the sale of alcoholic beverages, are the responsibility
of the concessionaire.
E. Alcohol Wrist Band Policy.
All concessionaires vending alcoholic b -a ages ; ity operated facilities
will be required to use wristbands to i »p ,V sumers al age. Failure to
comply with this rule, whether by oncessinaire or their enttive, may
result in the immediate cancellati•n o `ilc+hol s,al a.:. Concessionai t4_= are required
to provide wristbands. If concessionaire f car r' •rovide wristbands, the bands will
have to be purchased fro at a cost of ten ��t;� ($0.10) per wristband.
F. Legal Requirements
Conce , as a con
beer, omply wi
Miami I (aand City req
by Lic
those that
enses
stanc = will the City be liable for any costs or expenses incurred
icense or as a result of its operations or related activities beyond
y and specifically set forth in this License.
precede , '' o vending alcoholic beverages,
egulatory requirements, all State of Florida,
ents, as set forth in the City of Miami
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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
Licensee shall deliver to the City, for the City Mana
not be unreasonably withheld, a preliminary
Licensee's installations and equipment on
location of the Licensee's tents, ticket b
roperty including, wi
("Construction Plan Staging"). Final Site Plan s
(60) days prior to the use of operty. The
approve or disapprove, which disa
days after its receipt. Once approv
Construction Plan .`i:1: Eit.� shall be inc
1 state the
ated int
a use of the Property, the
which approval shall
1settinthe location of
estriction, the
on and food s•, and vans
due to the City not later than sixty
anager, or his designee, shall
within five (5) business
writing to the Licensee, the
d made a part of this Agreement
as Exhibit "D' 1 vet+:;; required b :,, e Licensee, its consultants, sub consultants,
contractors, sub.- $ N act• } vendors, and i i ether users required for the Show shall at
all �. -� .r g the '��K� • i' �i', iri)K r.; p rovided with full uninterrupted access to the
i . t circulate within the Property.
access for City of Miami emergency vehicles on the
conducting
between Feb
'11 be allowed to occupy the property for the purpose. of
for a five (5) day period encompassing President's Day Weekend
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
A
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05 14 sm City Clerk
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 termin: -''� ' cense agreement, the
City will provide three hundred (300) days written notic
7. Fees.
A. Use Fee.
In consideration of this Li
equal to One Million One Hundred Th
Fee"), plus fifty perce�'lr+( 1%) of the In
Parking Income as defin:' 't; s qi r 24, resul
beverage concessions and/or
properties
and
forth
all pay to thean amount
Dollars ($1,100,000.00) ("Use
defined in Section 4C and
m any and all food and
ow or any adjacent off -site
age Fee") p :i'•%`ear, plus 2''•:te of Florida Sales and Use Tax,
or County ,'es or impositions, payable in the manner set
below for thy? e of the Property. Subject to compliance
d regulations, the Parties shall use their best
ihirs; il4 ;
w's production on the Property in future years. Should the
e on the Property, the Use Fee shall be increased on
y the greater of three percent (3%) or CPI adjustment, whichever
Licensee will provide a financial report detailing all the Gross
Rec s,;.' t and losses, and all related accounting for all food and beverage
conces ' a s 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 bylthe City as described in Section 14. Any intentional misstatement of any
financial reporting, including, but not limited to Gross Receipts, Income and
14
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 Mi
load -in. Payment must be remitted no later it
event load -in, in immediately available
C. Condition of Property/Da age
City expressly reserves the right
Deposit") for all Shows 2t , . I set the amoun
basis. City will survey the ,. or damag
after event and if damage is a d, ,rq• 4 vis
charges.
Hundred
earlier
tents, equip
n the Pr
ensee to pay for all
ed services, prior to event
business days prior to
ble to tli of Miami.
et a damage deposit ("Damage
at deposit on a Show -by -Show
five (5) business days
e promoter of any additional
n of Licens « Licensee shall furnish the City with a One
($100,00� �. t) Damage Deposit in the form of a money
eck, or cash. At the end of the event or upon
eement, Licensee shall remove from the Property all
er personal property placed by it on the Property and
y to the City in the same condition in which it was when
ered the Property, except for normal wear and tear, damage to
gre 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
15
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 s e of the Property. After
the second inspection, both representatives shall essh ir` 'ting any repair to
be done by Licensee, the time schedule to pe work and the inspection
date of such work. In the event repairs or or �: 's req return the Property
to the condition it was prior to License , en upon it, thesu �k+� t of the deposit
shall be applied toward the payme� y At� ecessa repairs or wortf� event the
amount necessary to repair the damag '� v&.ceaa e Damage De osit, Licensee
agrees to pay the balane to the City, ulna f,t. e City's request. If the City is
satisfied with the return •n of the Prod ; the City agrees to sign the
release form attached as S ereto. In "� event the deposit has not
been entirely used by The Cit to the Property, the balance of
the D ': shall be r . bursed to,icensee not later than thirty (30)
busiv ,r, t : ' i1`, terminations th- Show.
fails to remove any personal property,
from a e Property within twenty-four (24) days following
, then said property shall be deemed abandoned and
the sole personal property of the City. The City, at its sole
ithout liability, shall remove the same and Licensee shall
rent`-' e t , ity for all costs associated with such removal and disposal within
ten (10 iness days following such removal.
D.
Payment of Use Fee.
Licensee shall pay to the City the Use Fee plus State of Florida Use Tax, if
applicable, within the time provided in Section 7 for the license in accordance
with the schedule in Exhibit G.
16
1
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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, 3th Floor, Department of
Real Estate and Asset Management, Miami, Florida 33130, or such other address
as may be designated in writing from time to time from the City Manager or
his/her Authorized designee.
8. Security Deposit.
Simultaneously with the execution of th'.
City a Security Deposit in the amount of T
guarantee for the full and faithful performanc
under this License or in connection with this Licei
If Licensee is in violatio
may use, apply or retain all or an
other sum of money which Licensee
expended by City r '« ee's behalf
or (iii) any ay expend
violation. Sho ' sF; , Ci '_= apply or
shall
remder
nd any applic
Security
, the Lie `'Gt_<<; shall deposit with
ousand Doll w ti�..5 +00.00) as
of all obligati of Licensee
Security").
otice or cure period, the City
ayment of (i) any fee or
ut did not pay, (ii) any sum
th the provisions of this License,
e required to expend as a result of Licensee's
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
of prevent the City from exercising any other right or
License or at law and shall not limit any recovery to
which ,y .^ may b- titled otherwise.
Pro ensee is not in violation of this License, the Security or balance
thereof, as the r • e 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
of the Licensee, Licensee shallbe obligated to pay an
determined by TIITF/DEP in consideration for they
+,
Lands abutting the Property ("Annual Submerge °"" Id•.. Fee"
Lands Fee shall be due and payable within t (10) busjpess d
invoice. Unless otherwise instructed by TI T EP, fe
Licensee to the City, and the City shall forward sal.
City, Licensee agrees to remit th ual
of Real Estate and Asset Manage
33130, Attention: DREAM, within t
the same. Licenseol:. p : a ther be ob
TIITF/DEP
include, but is no
Land
pay to t
schedule:
Returne Amount
$00.01 - $50.00
$50.01 - $300.00
$300.01 - $800.00
OVER $800
uments and;
sclosure of
k Fee.
check is returned to the City as uncollectible, the Licensee shall
ed check fee (the "Returned Check Fee") based on the following
ease for the benefit
Submerged Lands Fee as
se of the Submerged
) s° , nnual Submerged
ays of Litt tih e' ,.receipt of
e shall be j�.. W able by the
e to TIITF/DEP. If remitted to the
Submerged Fee to the City's Department
ff2nd Avenue, Miami, FL.
f being billed by the City for
to the City for remittance to the
eports required by TIITF/DEP which may
income from wet slips for the Submerged
Returned Check Fee
$20.00
$30.00
$40.00
5% of the returned amount.
18
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
must institute a, civil suit to collect a returned check, the
reasonable attorney's fee as provided by Florida Sta
11. Late Payments.
Licensee hereby acknowledges that la undisputed ges by the
Licensee to the City of the Use Fee and other s hereunder will cause the City to
incur costs not contemplated b R' License, the '' ,;r:, amount of which will be
extremely difficult to ascertain. A'f any ins 'r ;;s:: of the Use Fee or any
other undisputed sum due from Licen a sh i ``` ed by the City within fifteen
(15) days after th hich such isputed s is due; Licensee shall pay to the
City a late cSve percent ys %) of such overdue amount. The Parties
hereby agree tha : a represent °= fair and reasonable estimate of the costs
the curb son' } ;.a ent by Licensee. Acceptance of such late
In the event the City
all be entitled to recover a
or pr
titute a waiver of the Licensee's default with respect to
t the City from exercising any of its other rights and
remder or at law or in equity. The terms of this Section shall not
apply to 'ch are the subject of a good faith dispute which ate promptly
controvertsg setting forth all pertinent details .by the party seeking to avoid
payment. Prot 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
(11,50%) per annum from its due date. Payment of such interest shall not excuse or
cure any default by Licensee under this License.
19
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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, , t its sole cost, shall
upgrade and install all utilities and separate utility met �; ired onsit.e. Licensee, for
sd
its use, shall be billed by the City for all such utilit during the event. In
the event that the City is billed for any utility o 4,kce that is a r • of Licensee's use
of the Property, the Licensee shall reimb ^u such ai
business days of notification of the City's rece
The City, acting by and through its City
curtail or suspend the provisio
heating, ventilating and air conditi
which Licensee may be entitled hey
emergency, or
Manager des
labor, or for any
rep
supp
damagek
suspension
obligations head'
1ny utility se
ount to the CiX
ten (10)
er, reserves the right to interrupt,
ncluding but not limited to,
and equt serving the Property, to
try by reason of accident or
alterations '4oe improves {nts in the judgment of the City
to be maa ; or due to difficulty in obtaining supplies or
and the reams ;'`"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
overmnental orders or directives. Licensee shall not claim any
the City's or other individual's interruption, curtaihnent or
1 ty service, nor shall the Revocable License or any of Licensee's
rider be affected or reduced thereby.
20
I
i
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 induct'
duplicate deposit slips, and all other support
and audit by the City and its duly authorized
voices sales slips, b
hours, and shall be maintain,' : accordance
principles. The Licensee shall ke
records for not less than thirty six (3
the same period icensee sh
e, or caus
so reta'
ants or
1 be availabl: `•r inspection
or representatives during business
nerally accepted accounting
kept and preserved, said
'nation of this License. For
pies of all sales and tax returns
covering its If «t ,;.:bons a `:a>�,; Property, t its local office of operations, and any other
governmental t i, •the r ,: s, which the Licensee's reasonable sales therein,
d ,t y ,, den �K�r;., ehv ^ Ate j +`'' c or scanned copies thereof to the City at no
au
accoun
additional
ate with the City's internal auditors and/or such other
City in order to facilitate the City's examination of records and
nation of records and accounts shall disclose a liability for
in excess of the Use Fees theretofore paid by the Licensee for the
period in que•r.n, the Licensee shall promptly pay such additional Use Fees. If such
examination of records and accounts shall disclose an overpayment of the Use Fees
theretofore paid, the City shall promptly credit the excess to the Licensee. However,
upon the cancellation or termination of this License, and provided Licensee is not in
violation of this License, if such overpayment has not been fully credited by the City, the
21
1
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
and permits that are necessary for Licensee to con
activities.
Licensee shall be responsible for paying the c
licenses, authorizations and permits.
A. Vendor Regulations.
The Licensee's lay -out for all food and
cooperation with the City
life -safety requirements.
exception, the Licensee shall
enses, authorizations
Show commercial
applied-1 '4a ° ,; . d obtaining said
tion areas must be developed in
ami Fire Rescu F :; +• artment to meet all applicable
e no devi orn this plan. Without
e City Event Coordinator a
complete l endors. Thi � t out is to pt delivered seven (7) business days
prior t. start o ' ,,: Show. •
1) vendor eq i dent (Le. freezers, refrigerators, blenders,
power needs. Vendors may be required to
enerator(s). Please contact the City's Special Events
east s = { ' (7) business days prior to the event if vendors will be
that requires electrical power in excess of standard household
16 amps).
2) od preparation areas require a tent. Subject to City Event
Coordi • or approval, food carts and self-contained concession stands do not
require a tent. Two (2) 10 lb. ABC fire extinguishers are required at each food
vendor location. If hot grease or oil is used in food preparation, one- (1) 10 lb.
40BC fire extinguisher is required. The vendor/promoter is responsible for
22
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on Os 14 201s, City Clerk
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 providedoval trash bags are
available upon request. At the close of the event, "( leave the full bags behind
your location.
4) Do not use frayed or unsafe exte s.
5) Storage vehicles must be r«9ii ved fro the Property E� 1,te than two
hours prior to the scheduled start of`4 vendors are ponsible for
parking their vehicles off -site. Due to soYk restrictions, there is no vendor
parking on the property.
6) Each vendor shall ,'t►, , current oca''onal license with valid
signature. Such license shall visa R `o t s . 'ach vendor shall also display
food prod �l�r's name, . ..one nui
7) rP Floret' r Department of Business and Professional Regulation
("DBPR' r ha :' . ectors on- p`" to collect a temporary license fee. If you
; ate....
wner 61q.Ioy sed, permanent restaurant you may be exempt
You t provide a copy of the license to the DBPR inspector in
this e fir ption. All promoters are responsible for contacting the
vending regulations and license fees.
regularly inspect vendor areas for compliance. Failure to comply
will i °�;_�;"loss of damage deposit. Continuing failure to comply will result in
perm 3 l . 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
allow audiovisual television or film producers to film the Property or any Show to be
performed on the Property.
16. This License Confers No Exclusive Possession of the .Property.
This License confers no exclusive possession of the Property, provided however,
the City agrees not to enter into another License or any oth sl' a . Agreement on this
Property that would interfere with Licensee's ability ta'baor,•te for the Permitted Uses
on the Property and/or the Submerged Lands Area;s License is in effect.
This will not be construed to prevent the LicMo restric ccess to the Boat
Show. The Licensee cannot exclude the Ci
The City agrees not to use or Perinit o
the control of the City during the License Period
and Licensee.
rom the,,roperty.
Property and cilities under
t as mutually agreed by the City
Licensee acquires no exclu use the fa3 ' other than the operation
of the demised Property during the t
This Licen ���co� � authorizes'`nsee to t ! emporaty use of the Property for
the limited pi herein and 6 no other purpose. The Parties hereby agree
that the provision th i ense do no``onstitute a lease. The rights of Licensed
hereu mot thosya ®;,a ten ut a mere personal privilege to do certain acts of
operty and to use the Property, subject to the terms of this
ns do:yji on, possession and control of the Property. Therefore,
no 1exeq' terest in t1 roperty is conferred upon Licensee under the provisions hereof
License '>`., s not an shall not claim at any time any interest or estate of any kind or
extent what the Property by virtue of this License or its use of the Property
hereunder. Ado Tonally, 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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, s oid and shall confer
no right upon such assignee, shall constitute a default
in an automatic revocation of the License and the it
Licensee hereunder.
's License, and shall result
eiture of the rights of
18. Cancellation / Revocation -at —Will by t ` y, ';. er without C
The City Manager may cancel or revoke c xit, License without cause that is for
convenience, at any time, with @il I, I courtesy notic ,rl e City Manager to Licensee,
giving not less than three hundred1k. Y7 .� r�; prior written fgl'' e of the revocation to the
Licensee. Such notice should be gi ecified by Section 33. This
License that is gr�pgz'ch¢1,VY e Licensee evocable -will by the City, through its City
Manager, wi Q 0,0 the cou t of the Lic gee, in accordance with this License being by
express underst � of ti; �, ies a Revo e at Will License.
100%) of ancillary expenses must be paid seven (7)
e event opening date, Any overage will be refunded to the
thirty (30) days of event closing, or shall be applied to the overall
fee p "i,a. g : icensee to the City. Ancillary expenses include, but are not limited
to, elf teal, mechanical, plumbing, utility, telecommunications and/or
information technology, salary costs to any third party vendor or personnel
supplier, labor costs including any tax or burden costs, equipment rental and any
other services provided by the City or its subcontractors. The Licensee shall
25
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
said invoice shall be due and payable within t
billing. After the thirty (30) days, interest on 714 undi
accrue at the rate of eleven and one half A �, 1.50%)
C. Advanced Fees.
Any advance fees listed in Exhibit by Licensee are non-refundable,
ndisputed portion of
days of receipt of final
0.), i unpaid balance shall
onth.
unless expressly stated of
19. Termination for Cause.
Each party
If either par
then the nonbr
notice
b
be
whic
ing p:„�rti
g ten (10) da
ed automa
nonbre
T
acts or omissio
(a)
(b)
(c)
1
ise in this contr
o abide by e
aches the t
shall give
'tten
ly c
d eve ';icy'` and condition of this License.
s, restrictions or conditions of this License,
caching party twenty (20) days written
ion or correct such deficiencies. Upon the
so, the nonbreaching party may cancel this License upon
to the breaching party and thereafter the License shall
celed without the necessity for further action by the
r cause shall include, without limitation, any one of the following
Failure to pay any payment or any portion thereof within ten (10) days of
due date;
Failure to carry insurance as required in this License
Any other event which the City Manager deems to be a material default;
26
1
Submitted into the public
SUBSTITUTED
Record for item(5) PZ_3
on05 14 2015 City Clerk
(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 Mi a; pj term ^'] kau, Boat Show attendees
come from outside the State of Florida, it is c ' 5 ' "' ,, e success >E:,,,e Boat Show that
there be sufficient appropriate hotel rooms <ilable d ng the Licens The City
r.,
agrees to use its reasonable efforts to enco e , ' hotel commu aii to provide
significant room blocks to the Licensee or its ag
21. Improvements, Alteratio
ns, or Rep
As a fiirther condition of th . tse o Ibti . erty, + e City has agreed to make
certain improveme. the Propert i =_ • ore p lh it arly described in Exhibit "D"
attached hereto s;'i .pro .: nts") and s r 1 implement such improvements according to
the time-sc �: , �; � vid IFi Brain. The C s malting improvements to the Property in
an amo of to eX r �� ' i� 11 Apt r c •. lars ($16,000,000). The Improvements made
b
's vision to improve Virginia Key and enhance its features,
general.
erec ' • g or constructing temporary improvements for the Boat
Show ���aate and ask from the City's Improvements. Licensee shall coordinate all
temporary "Ifqua;sv �+ •ts with the City, and shall work with the City to coordinate said
temporary imp;r' ements. Except in the event of an emergency, Licensee shall not make
any other additional repairs or alterations required or permitted to be performed by
Licensee unless and until Licensee shall have caused plans and specifications therefore to
be prepared, at Licensee's sole expense, by an architect or other duly qualified person and
shall have obtained the approval of the City Manager or his/her designee, which approval
27
co
Propert
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
may be conditioned or withheld for any or no reason whatsoever. In the event. of an
emergency, Licensee may reasonably proceed to perform such repair work and shall
immediately notify the City of such work.
The Licensee shall submit to the City all plans and specifications for the
temporary improvements or any additional repairs or alterations for the Boat Show. The
Licensee shall be solely responsible for applying and
including but not limited to, building permits. The Lic
costs associated with any temporary improvements
limited to, design, construction, installation, an
The temporary improvements and
laws, ordinances and regulations of the S ate
Miami and any other agency that may have J
presently exist and as they m ` : ; amended her
alteration, addition or replacement, not be ex
22. Owners
As o
Improvements th
in
all alters , `N 1;11 i
Y<ee, shall, un
�n, become
UM()
stated above
that Licensee
ovements.
Date and a� oughout the use period, all buildings and
vested in ity, including all Improvements described
rovements and any and all the Improvements
alterati
1 necessary permits,
1 be responsible for all
ns including, but not
g costs.
s must compl
statutes,
-Dade Co fir;, , the City of
tion over the Property as they
By the installation of any
from the Property.
the Property, whether or not by or at the expense of
rovided 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
be allowed to remove,
28
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
23. Reasonable Efforts.
For purposes of this License, the Parties shall make good faith efforts, subject to
the revocation provisions in Section 18 of this License, to assist and facilitate future
productions of this Boat Show to take place on the Property.
24. Parking
The City, or its agent, will make reasonable e
paid parking for the event at Virginia Key Beach s d
the east side of the Water & Sewer Dep
potentially other areas in the vicinity of
similar service; between this parking and th
However, since parking is li • ed, the Licensee
locations outside of Virginia K
patrons can be shuttled in to minim
The Licensee agrees to heavily promo
The Parkin
areas in the
as Income receiv
li
perce
Income")
fifty percent
ived from
ow operated
dequate shutt
6.t,{•111 .
ovide any available pre -
City o
WASD")
property located on
ent plant, and
ty will provid P .a., : le, van or
for all parr .g customers.
s to provide sufficient parking
ic- so that the majority of
Rickenbacicer Causeway.
to parking.
parking ,'erations on Virginia Key and other
e City for the Boat Show shall be defined
osts incurred are paid (including, but not
king attendants, and off -duty law enforcement
Lions
affic operations at the Property or on Ricicenbacker
e to c Via; ession operators or concession owners are paid, and any
ide third parties are paid to their respective operators ("Parking
Income received from parking operations shall be split evenly,
o 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
this agreement. Net revenues from these agreements will be shared by the City and
Licensee as outlined in Section 4C.
26. Liens. ;
The Licensee shall not knowingly suffer or permit any liens to be filed against
the title to the Property by any reason whatsoever, includinof limited to, work,
labor, services or materials supplied to the Licensee ow ; . yone having a right to
d
possession of the Property as a result of an agreemen o , out the consent of the
Licensee or Internal Revenue Service (IRS). No p ; ' - his Lic M s-;x, hall be construed
f�Y
as constituting the consent or request of the ' , expressed or impli inference or
otherwise, to any contractor, subcontract
of any labor or the furnishing of any materials,
nor as giving the Licensee the
rendering of any services or the
filing of any construction liens agai
shall at any time o ed against t perty,
f;.
discharged of r irty (30) d
If th ail to discharg
any oth'._�.! t or r'`uo� a ; ... ft ifd�A� jri�a� ,N.;;;� ;
eriaiman for th' i Y--%i ormance
specific work on the Property
to contract for or permit the
would give rise to the
terest the Property. If any liens
icensee shall cause it to be
after the date that it has notice of its filing.
within that period, then in addition to
hall not be obligated to, discharge the lien
laimed to • e due or by procuring the discharge of the lien
t, power or au
of any mater
bondst e City shall be entitled, if it so elects, to compel the
pry ;:.tion of any a�� , for ,f, a foreclosure of the construction lien by the lienor and to
pay theudgment, if any, in favor of the lienor with interest, costs and
allowancesderstanding that all amounts paid by the City shall be repaid to
the City by i` 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
SUBSTITUTED
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)
Property. The City will maintain a complete s
sole cost and expense, may duplicate or c
first receiving written approval from the Dir
e key
for
changes key locks as approved by the Director,
must also provide to the City a or copies of s
required.
The City shall have access to
the Property, (b) any oblig
failed to perf►, 0 notice ther
matter within t r €i t da „ ; such notice,
term
aut
howeve
lations, • ``l
ther purpose
d designee
City sl
and License
of Li
11 at
s`to the Pr
cks to the Pro
es have access to the
Licensee, at its
b
not until
work. In the -`4 ent Licensee
see, at its sole cost and expense,
ys, if more than one copy is
erty at any time to (a) inspect
ee hereunder which Licensee has
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
ve the right to have one or more of its representatives or employees
present during `' 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 lcind
31
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed
under this License.
28. Safety.
Licensee will allow City inspectors, agents or representatives the ability to
monitor its compliance with safety precautions as required b
rules, regulations and ordinances. By performing these
representatives are not assuming any liability by vi
and ordinances. Licensee shall have no r
representatives from the occurren.ee, non-o
issuance of a notice to proceed, the ice
Department to schedule the inspection(s).
29. No Claim to Assets or Rig
By entering into this License,
titles or interest t
in this Licen
30.
Lice
City and it
'tees") and
damage
to as "Liabi
destruction or
s
's assets, ri
title or
ainst th
esult of such i "`>z>.:tio (s). Upon
tact the Ris , `' anagement
, state or local laws,
ns, the City, its agents, or
ws, rules, regulations
, its agents, or
granted any assets, rights,
ests, except as otherwise set forth
y, defend at its own cost and expense and hold harmless
ployees and agents (collectively referred to as
h of them from and against all loss, costs, penalties, fines,
es (including attorney's fees) or liabilities (collectively referred
y reason of any injury to or death of any person or damage to or
of any property arising out of, resulting from, or in connection with (i)
the performance or non-performance of the services contemplated by this License which
is or is alleged to be directly or indirectly caused, in whole or in part, by any act,
omission, default or negligence (whether active or passive) of Licensee or its employees,
agents or subcontractors (collectively referred to as "Licensee"), regardless of whether
32
1
1
1
1
1
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 Indernnitees, 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 re ilations or requirements
of any governmental authority, federal or state, in connec the performance of
this License, Licensee expressly agrees to indemnify • Y ii ' :, harmless the Indemnitees,
or any of them, from and against all liabilities which " ay be ', -, ed by an employee or
former employee of Licensee, or any of its sub
the Licensee's liability to such employee o
to payments under state Workers' Compe
similar laws.
31. Insurance.
Licensee, at its sole cost, sh
times, throughout
"E" attached
32.
thei
that ma
In no
rty, iinprov
ers, agents,
to�en, d
s, as pro above, for which
loyee would o + s¢ ,.. se s e limited
ct, LongshorY: an's Act, or
in full force and effect, at all
of this Lic ="=, the insu N" ce coverage as set forth in Exhibit
a part herec
'ty be liable or responsible for injury, loss or damage to the
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, x-i+ `ity, gas, water, rain, vandalism or theft which may leak or flow from
or into any pof 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
1
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
portions of the Property or from other sources. Licensee indemnifies the City, its officers,
agents and employees from and against any and all such claims in accordance with the
provisions of Section 30 herein.
Licensee further acknowledges that as lawful consideration for being granted the
right to utilize and occupy the Property, Licensee, on behalf of itself, its agents,
contractors, concessionaires, invitees, and employees, does �'>' .lease from any legal
liability the City, its officers, agents and employees, fr., ` °`; .,; and all claims for injury,
death or property damage resulting from Licensee's
33. Notices.
All notices or other communications,
License, shall be in. writing and shall be delivere
addressed to the other party at th
given on the day on which hand
being posted or the date of actual rec
If to City of
ess indicated h
ed or, if
34
City Manager
of Miami
500 Pan American Drive
Miami, Florida 33133
ty
ay be given i ant to this
hand, telecopy, or registered mail
Such notice shall be deemed
, on the fifth day after
City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
Director
Department of Real Estate and Asset
Management
City of Miami
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
If to Licensee:
With a copy to:
34. Advertising.
Licensee shall not permit fi7 vertising a: tter to be placed upon the
exterior of the Propert without hav ;. o i�, e approval of the Director or
his/her design t;_tt,•roval may reason 2 o y withheld, at his sole discretion.
Licensee s. its so fir" cost and a ;-, install, provide, maintain such sign,
decoration, adve x`=U��ti�', �;per s s as may be permitted hereunder in good
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
National Marine Manufacturers Association,
Inc.
9050 Pines Boulevard
Pembroke Pines, FL. 33024
Attention: Cathy Rick -Joule
National Marine Manufacturers Association
231 S. LaSalle St;`.4''+ 'te #2050
Chicago, IL 6
Attn: Ben :a'rf+;,,_`,xecutive Vice President
Craig B nt.!` ey,;� 'or Vice President, &
CFO
athan T. Howe, Esq.
we & ton, Ltd.
Wac; ? r., Suite 4200
Chian :-` 60.06
co i , �, ' its i .,.y air times censee must further obtain approval from all
urisdiction, and must comply with all applicable
'n the _ ' gn Regulations in the City of Miami Code and Zoning
Or. ' • w, =t; and the M i-Dade County Sign Code, as applicable. Upon the cancellation
of this Lip u:;, Lic o� e shall, at its sole cost and expense, remove any sign, decoration,
advertising in .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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
repairs within ten (10) business days of receipt of an invoice indicating the cost of such
required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion,
erect or place upon the Property an appropriate sign indicating City's having issued this
License.
35. Public Records.
Licensee understands that the public shall ha
City contracts and all documents, records and r
to this License, pursuant to the provisions hapter .,19, Florida Staamended,
including compliance with the provisions o on 1 c°sag. 01, Florida S } ` tes, entitled
"Contracts; public records" and agrees to allow by the City and the public to all
documents. subject to disclosure i
36. Compliance with Laws.
plicable law.
reasonable times, to
enerated pursuant
Licensee old[ 3a� � . authorized '; is agree comply with all applicable laws,
codes (inclu• 4 t, but notu;ited to, the " orida Building Code as it may be amended),
ordinances and V �r tion � . cted or propi gated by federal, state, county, and city
gov •,"" a 1,�7 ; ludin .. ,;.xov d ;tl; l i' Charter and Code of the City. Licensee and/or
ly with reasonable directives of the City Manager.
37.
Chapter 2,
and of the Sta
est
e of the conflict of interest laws of the City (Miami City Code
, Dade County, Florida (Dade County Code, Section 2-11.1 et seq.)
f 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
1
1
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 th
engage in discriminatory practices and that there sha
with Licensee's use of the Property on account
marital status or national origin.
39. No Discrimination in Hiring.
In the performance of
authorized agents shall not dis
employment because of age, sex, se
ancestry .or natio
action to ins
treated during
color
Licensee
ense or any ex
ainst an
y applican • `,
thout regar
wing:
i„ see does not and will not
• x•b• ' • ation in connection
lor, sex, n, age, handicap,
thereof, Licensee and/or its
loyee or applicant for
olor, religion, familial status,
rized agents will take affirmative
employed and that employees are fairly
their age, sex, sexual orientation, race,
national origin. Such action shall include, but
employment, upgrading, demotion or transfer,
sing, layoff or termination, rates of pay or other forms
40. Ameith 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 I and II of the ADA (regarding
nondiscrimination on the basis of disability) and all applicable regulations, guidelines and
37
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015 City Clerk
standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination
in employment of disabled persons.
41. Compliance with Environmental Laws.
Licensee represents and warrants that during the use period, it will not use or
employ the Property, or any other City -owned property, to
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 ; ; . at, when it has accumulated in a
transport, store or
conduct any activity at
•`614 able Environmental
building in sufficient quantities, re <esent health ri
over time. Levels of radon that a and state
buildings in Florida. Additional infs rAi
obtained from yo " a d®+ .ublic healt
43. Time of
bust
s Licens -`.
al day of s
ay thereaft
44. Wai
Anyw
ersons who are exposed to it
lines have been found in
on and radon testing may be
s 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
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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
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, Waiv
The Partiably, voluntarily and intentionally waive
to jury in respect of any action, proceeding or
cense, or arising out of, under or in connection with this
odification of this License, or any other agreement
exe`F.{-. by and beta? �n the Parties in connection with this License, or any course of
conduct, ; , . se of d g, statements (whether verbal or written) or actions of any party
hereto. Thi , . t.' of jury trial provision is a material inducement for the City and
Licensee ent ' into the subject transaction.
ary to institu
arty sha
of Miami -Dade County,
litigation. However,
on pre ; ; before pursuing
al proceedings to enforce or
its own attorneys' fees
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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 ctoted to be performed,
executed and/or delivered by the Parties, the Parties SwF' .: a ee to perforrn, execute
and/or deliver or cause to be performed, executed ` ' d/or ,,: y ed any and all such
further acts, deeds and assurances as may be o co • �s', e the transactions
contemplated hereby.
51. Amendments.
No alterations, amendm ••odifications h.. shall be valid unless executed
by an instrument in writing by 'th the s F _s.z .rurality as this License.
Neither this License, nor any term hreof, d�'"K>,g , i modified, or abandoned, in
whole or in part, <':' Y V ; an instrum u- rn writin y •d no subsequent oral agreement
shall have : idity, :oever. The ity Manager is hereby authorized to execute
non -substantive this Licens ; r ithout the necessity of further action by the
on ag ' Draftsmen.
that no provision of this License shall be construed against any
party shall be deemed to have drafted this License.
53. Sever , `i 'ty and Savings Clause.
It is the express intent of the Parties that this License constitutes a license and not
a lease. To further this intent, the Parties agree as follows: (i) if any provision of this
License, or the application thereof to any circumstance, suggest that a lease, rather than a
license, has been created, then such provision shall be interpreted in the light most
40
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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; I t = ' arties intent for this
License, should any provision, section, paragraph, sent ++K :, rd or phrase contained in
this License be determined by a court of competent be invalid, illegal or
otherwise unenforceable under the laws of the ' orida or t' z.: of Miami, such
provision, section, paragraph, sentence, w ��+` or phras shall be deem , +,,� • _ ed to the
extent necessary in order to conform with suc' ±�,r, s, or,r i F .t modifiable, ,l - • same shall
be deemed severable, and in either event, the r ao ing terms and provisions of this
•
License shall remain unmodified d., ' full force and or limitation of its use.
54. Invalidity..
In the ev��i ,dp non -mate
invalid for invalidity
License and the s ain in full fo
provisio " this License shall be held to be
not affect the remaining portions of this
and effect.
are for convenient reference and are not a part of this
se 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 t •. ;, > this License in their
respective behalf.
58. Limited Protection Clause
The City agrees that it will not tic
event for the period commencing (30) days be
(30) days after Licensee's last show day (the " L.
event" is hereby defined as an e
number of exhibitors/booths in th
substantially similar to the product lin
hich has thirty
g/sellin
of the Prop
• rst show day
mpeting
d concluding
Protection Period"). A "competing
t (30%) or more of the total
uct lines the same as or
ent; provided however, that as
how that is open is shall nev J. a deemed ,"' •mpeting event with a show open
only to the ersa. The , ermination of whether or not an event is a
"competing even : a. ed upon th;iroduct lines in the proposed event's prior
show ����W�: r�� l be m �i �1 a �� �-. ger or Director.
ce of the Use Fees, costs and charges which are the
responsty. of the E 3;. ensee shall be due upon completion of event and payable at
scheduled se with Finance Department.
60. Responsibility for Damage.
If the Property, or any portion thereof, or any structure attached thereto, or any
equipment, fixture, or other item contained shall be destroyed, damaged, marred, altered,
or physically changed during the term in any manner whatsoever, then Licensee shall be
42
Submitted into the public
Record for item(s) PZ. 3
SUBSTITUTED on 05/14/2015, City Clerk
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
the City of Miami, and to pay all costs related to an
acknowledges that Licensee owns various tradem
"National Marine Manufacturers Association,"
International Boat Show" and related logo
take any action inconsistent with Licensee's o
62. Merchandise.
Nothing provided in this Serevert Lic m selling show related
merchandise and/or booth giveaway , �,-t' + iso • • idered to be in competition
with City's conce actor(s) on roperty . r"ise time this License is executed.
pletely hold harmless
tion of the above. City
but not limited to
," "DISC S%? . : oating, "Miami
Marks"). k a es not to
NMMA M
63. Use of
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
allo oa;rx!� the buzl�u���_ and should have written verification of such flameproof
T `5iter
treatmen
64. Licensf 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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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 a e occurred, or he
reasonably believes are about to occur, and such action k;:; ssary to secure the safety
and welfare of persons and/or property, and Licens 'ght and/or claim for
damages against the City , its agents or servants,
66. City Manager's Discretion.
Any matter not expressly provided for herein Ma
the City Manager. The City Man
consults with Licensee.
IN WI
duly execute
of the date first a
By:
Signature
'thin the reasonable discretion of
ill when possi�; 4 d ultimately at its discretion,
44
arties he • have caused this License to be
tive officers and hereunto duly authorized as
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
45
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
Print Name of President
SUBSTITUTED
ATTEST:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE REQUIRE
t.,ui;a
Ann -Marie Sharp
of Risk Man
Victoria M6n
City Attorney
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
CITY OF MIAMI,
a municipal corporation of the
State of Florida
RM AND CORRECTNESS:
46
SUBSTITUTED
COMPOSITE EXHIBIT "A"
LEGAL DESCRIPTION (UPLANDS)
47
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
SUBSTITUTED
BOUNDARY SURVEY
48
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
MARINE STADIUM PARK HOSTING MIAMI. BOAT SHOW 201'6
03lnlilse ns
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016.
all 1111S9ns
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
MARINE STADIUM PARK HOSTING. MIAMI BOAT SHOW 2016
aJiniilsens
Submitted into the public
Record for item(s) PZ. 3
on 14 2015 City Clerk
SUBSTITUTED
THE INFORMATION PROVIDED ARE BASED ON THE BEST AVAILABLE INFORMATION AND SHOULD BY CONSIDERED APROXIMATE
SK-1
DEC 29, 2014
t
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
1
THE INFORMATION PROVIDED ARE BASED ON THE BEST AVAILABLE INFORMATION AND SHOULD BY CONSIDERED APROXIMATE
DEC 29, 2014
SK-2
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on OS 14 2015 City Clerk
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
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
1
1
1
1
I
1
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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,,u: appended to this Ag
51
SUBSTITUTED
EXHIBIT "E"
INSURANCE REQUIREMENTS
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -
REVOCABLE LICENSE AGREEMENT NMMA/BOAT SHOW AGREEMENT
II.
Commercial General Liability (Primary and Non C
A. Limits of Liability
Bodily Injury and Property Damage
Each Occurrence
General Aggregate Limit
Products/Completed Operati
Personal and Advertising
B. Endorsements Required
City ofMi. s. listed as an additi'`t=4 .' ured
Contingent Li & Contractual
Premises/Operaility
Business Automobile Liabili
A.
III. Wor
L'
Statut
Waiv
bility
and Pro
Single Limit
wned, or Sc
d
Damage Liability
uled Autos
or Non -Owned Autos
butory)
anti listed as an additional insured
sation
ility
tate of Florida
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
1
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 insur
VI. Excess Marine Operators Legal Li
Protection and Indemnity
Jones Act, if applicable
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
$ 10,000,000
$ 10,000,000
$1,000,000
Each Occurrence/Policy ggregate $10,000,000
' glp' g
City of Miami listed as ant,n,,,,s• insured
VII. Liquor Liability 1 _. $1,000,000
ifr
VIII. Hull an � ' �i�� `. per declared value
The above policie sh de City of Mia a ' th written notice of cancellation in
accordance with policy
Compani
shall i
"Class X"
A.M. Best Co
insurance are su
approval.
in the Sta e of Florida, with the following qualifications,
ove:
b = ated no less than "A-" as to management, and no less than
by the latest edition of Best's Insurance Guide, published by
New Jersey, or its equivalent. All policies and /or certificates of
ew and verification by Risk Management prior to insurance
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
1
SUBSTITUTED
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
EXHIBIT "F"
PERMITTED USES, GOODS, PRODUCTS & EXHIBITOR CATEGORIES
54
1
SUBSTITUTED
EXHIBIT "G"
USE FEE PAYMENT SCHEDULE
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
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
State of Florida use tax, if applicable, for the license to
balance due to the City or balance refundable to the L . nse
or refund due the Licensee shall be paid by Ap
55
1
% of Concessions plus
operty and indicate any
e. alance due the City
o pay arking net. •
SUBSTITUTED
EXHIBIT "H"
DAMAGE DEPOSIT RELEASE FORM
1
1
56
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Submitted into the public
record for item(s) i
on j • 15' City Clerk
TO: Honorable Mayor and DATE: January 8, 2015.
Members of the City Commission
FROM: Daniel J. Alfonso
City Mana9er
SUBJECT: Substitution for item RE.9-
January 8, 2015 City Commission Meeting:
REFERENCES:
ENCLOSURES:
Please be advised that the following changes were made to the Revocable License Agreement
issued to the National Marine Manufacturer's Association ("NMMA"
) by the City of Miami for the use of a portion of property located at Virginia Key Upland and
Submerged Lands:
Removed
Section 4 — Manner of Property Use, paragraph A entitled Reduction of Property Licensed,
"and Is allowed to release,relicense, remarket, and or provide the space for another user
willing to pay or generate the same or higher Use Fee."
Added
Section 7 - Fees, paragraph C — Condition of Property/Damage Deposit, "Hazardous
Materials (as defined in Paragraph 32 below)"
Section 32 entitled No Liability — "Licensee, at its sole cost and expense, at all times and in
all respects comply with all federal, state and local laws, statutes, ordinances and
regulations, rules, rulings, policies, orders, administrative actions and administrative orders,
including, without limitation, any Hazardous Material Laws ("j-lazardous Materials Laws")
relating to industrial hygiene, environmental 'protection or the use, storage, disposal or
transportation of any flammable explosives, toxic substances or other hazardous,
contaminated or polluting materials, substances or wastes, including, without limitation; any
"Hazardous Substances", "Hazardous Wastes', "Hazardous Materials" or. "Toxic
Substances, under any such laws, ordinances or regulations (collectively "Hazardous
Materials"). The Licensee shall, at its sole cost and expense, procure, maintain in effect,
and comply with all conditions of any and all permits, agreements and other governmental
and regulatory approvals 'relating to the presence of Hazardous Materials within, on, under
or about the Property, including any upland or submerged land, required for the Licensee's
use, or storage of, any Hazardous Materials in or about the Property in conformity with all
applicable Hazardous Materials Laws and prudent industry practices regarding
management of such Hazardous Materials. Upon revocation of this License, the Licensee
shall, at its sole cost and expense, cause all Hazardous Materials, including their storage
devices, placed, or inadvertently released, in or about the Property, in, on, or around any
upland or submerged land, by the Licensee or at the Licensee's direction, to be removed
from the Property and transported for use, storage or disposal in accordance and
compliance with all applicable Hazardous Materials Laws,The City acknowledges that it 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
i 4 - 0111 Flak( b - bi\i 4 m I4 Q fl o
operate according to the custom of the industry so long as the use or presence of
Hazardous Materials is strictly and properly monitored, and/or mitigated according to, and in
compliance with, all applicable governmental requirements. The requirements of this
Section of the License Agreement shall survive the expiration or termination of this
Agreement."
• Exhibit A-1 and Exhibit A-2
Attached please find a Revocable 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 8, 2015 City
Commission Meeting.
C:
Daniel Rotenberg, Director of Department of Real Estate and Asset Management
Alice N. Bravo, Deputy City Manager/Chief of Infrastructure
Julia D. Hernandez, Agenda Coordinator
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
MARINE STADIUM PARK HOSTING MIAtv1I BOAT SHOW 2016
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
SUBMITTED 1.NTO THE
PUBLIC RECORD FOR
Ev1ON
THE INFORMATION PROVIDED ARE BASED ON THE BEST AVAILABLE INFORMATION AND SHOULD BY CONSIDERED APROXIMATE
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
City of Miami
Legislation
Resolution
City Hall
3500 Pan American
Drive
Miami, FL 33133
www,miamigov,com
File Number: 15-00404 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST ADDENDUM TO
THE REVOCABLE LICENSE AGREEMENT ("AMENDMENT"), BETWEEN THE CITY
OF MIAMI ("CITY") AND NATIONAL MARINE MANUFACTURER'S ASSOCIATION
INC. ("LICENSEE"), IN SUBSTANTIALLY THE ATTACHED FORM, AMENDING
SECTION 21, IMPROVEMENTS, ALTERATIONS, ADDITIONS, OR
REPLACEMENTS, OF THE REVOCABLE LICENSE ("LICENSE"), TO
INCORPORATE THE ADDING OF ELECTRIC UTILITIES ("UTILITY WORK") TO
THE PROPERTY, AS MORE PARTICULARLY DEFINED IN THE LICENSE;
FURTHER INCORPORATING THE SCOPE OF WORK, WHICH IS ESTIMATED AT
$3,306,000.00 WHICH IS TO BE FUNDED EQUALLY BY LICENSEE AND THE CITY;
PROVIDING FOR THE CITY'S CONTRIBUTION TOWARDS THE COST OF THE
UTILITY WORK TO BE ALLOCATED FROM CAPITAL PROJECT, B-40668, MARINE
STADIUM PARK DEVELOPMENT; FURTHER REAFFIRMING THAT THE CITY'S
AGGREGATE CONTRIBUTIONS TOWARDS THE COST OF IMPROVEMENTS TO
THE PROPERTY SHALL NOT EXCEED $16,000,000.00; PROVIDING FOR
ADDITIONAL TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH
IN THE AMENDMENT, IN A MANNER ACCEPTABLE TO THE CITY MANAGER, AND
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. ("Licensee"), a Delaware
not -for -profit Corporation, is engaged in the business of presenting both national and international boat
show events; and
WHEREAS, pursuant to City Resolution No. 15-0009 adopted on January 8, 2015, the City
Commission authorized the City Manager execute a Revocable License ("License") with Licensee, for
the use of a portion of the Property for certain specified days set forth in the License, to present to the
public and to operate the Miami International Boat Show ("Boat Show"); and
WHEREAS, Licensee now seeks to facilitate the addition of electric utilities on the Property, as
described in the attached "Exhibit A," Scope of Work, at an estimated cost of $3,306,000.00, for the
general health, welfare, and safety of the general public, and to improve convenience, ease, visibility,
comfort, and accessibility to the general public and patrons of the Boat Show and the park Property;
and
WHEREAS, Licensee has agreed to contribute fifty percent (50%) of the total costs of the
improvements as detailed in the Scope of Work; and
WHEREAS the Boat Show generates over $600,000,000.00 in annual economic benefit to
South Florida; and
City of Miami Page 1 of 3 File Id: 15-00404 (Version: 1) Printed On: 3/31/2015
0
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
1
File Number: 15-00404
WHEREAS, more than 1,500 businesses that call the City home depend upon the Boat Show,
and Florida businesses sell more than $300,000,000 of products at the Boat Show; and
WHEREAS, the Boat Show is the premiere gathering place for more than 100,000 boaters, fifty
percent (50%) of whom travel to the Boat Show from outside Florida, and ten percent (10%) of whom
travel from outside the United States; and
WHEREAS, an estimated 45,000 workers prepare the Boat Show, in order to unveil the latest
and most innovative in boating products; and
WHEREAS, the Boat Show fills 200,000 hotel room nights; and
WHEREAS, the Boat Show provides the equivalent of 6,500 full time jobs;
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 the first addendum to the License, in
substantially the attached form, with Licensee, to amend Section 21, Improvements, Alterations,
Additions, or Replacements, of the License to incorporate the adding of electric utilities as detailed in
"Exhibit A," Scope of Work, attached and incorporated, further providing for additional terms and
conditions as more particularly set forth in the Amendment in a manner acceptable to the City
Manager, subject to approval by the City Attorney.
Section 3. The cost of improvements of the Scope of Work is estimated at $3,306,000.00
which is to be funded equally by Licensee and the City with each party contributing $1,653,000.00 to
the cost of improvements.
Section 4. The City's contribution of $1,653,000.00 will be allocated from Capital Project
B-40668, Marine Stadium Park Development.
Section 5. The License shall reaffirm that the City's aggregate contribution towards the making
of improvements to the Property shall not exceed $16,000,000.00.
Section 6. 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
Footnotes:
City of Miami Page 2 of 3 File Id: 15-00404 (Version: 1) Printed On: 3/31/2015
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
File Number: 15-00404
{1} The herein authorization is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City
Charter and Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10)
calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by the City Commission.
City of Miami Page 3 of 3 File Id: 15-00404 (Version: 1) Printed On: 3/31/2015
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015 City Clerk
MEMORANDUM OF UNDERSTANDING
AMONG
CITY OF MIAMI AND
NATIONAL MARINE MANUFACTURERS ASSOCIATION
Oaft P W11 eirf-
C ofcoone4 N
THIS Memorandum of Understanding (hereinafter sometimes referred to as "MOU") is entered
into on the day of April, 2015, by and between CITY OF MIAMI, a municipal corporation of the
State of Florida, whose address is 444 S.W. 2nd Avenue, 10`h Floor, Miami, Florida 33130 (hereinafter the
"City"), and National Marine Manufacturers Association, Inc., a non-profit association, whose address is
231 S. LaSalle Street, Suite 2050, Chicago, IL 60604 (hereinafter "NMMA"), both of whom are
collectively referred to herein as "the Parties".
W1TNESSETH:
WHEREAS, NMMA wants to facilitate the adding of electric utilities to the Property where the
Boat Show will occur for the general health, welfare and safety of the general public, and to improve
convenience, ease, visibility, comfort and accessibility to the general public and patrons of the boat Show
and the Park; and
WHEREAS; these electric utilities, the nature, total cost and extent of which are shown on the
attached Exhibit A have been estimated by Florida Power & Light (FP&L) at the City's request and
NMMA has agreed to fully fund up to the FP&L Final Invoice amount which will be furnished no later
than April 30, 2015; and
WHF,REAS, the City, and NMMA will bring the subject matter of this MOU to the City
Commission in April of 2015 with this MOU as an Addendum to the Revocable License Agreement
("RLA") between the parties approved by the City Commission on January 8, 2015, at which time the
MOU will automatically be converted to an Addendum/First Amendment which, on passage of the
Resolution by the City Commission will become an additional Exhibit to their Revocable License
Agreement and shall serve as an Addendum/ First Amendment to the Agreement; and
WHEREAS, this MOU will be binding upon NMMA upon execution, and the City may be
entitled to rely on NMMA's affirmation and commitment to comply with these terms from the date
NMMA signs this MOU; and
NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants
hereinafter set forth, the City and NMMA agree as follows:
RECITALS
I. SCOPE AND COST OF WORK
NMMA will fully fund, the FP&L invoice amount, the electrical utility work and costs reflected
in Exhibit A, Scope of Work and Cost of Work , which is attached hereto and incorporated herein by
reference as if fully set forth herein and which can be summarized as electrical feeds and distribution of
Florida Power and Light Co. ("FPL") facilities to the Property included in the RLA. The cost of the
work to be funded by NMMA for Stage 1 and Stage 2 is estimated to be $1,653,000.00 and shall be
entirely paid by NMMA in the following manner: $903,000.00 for Stage 1 Scope as described in Exhibit
?se 15- -71-1(0
Page 1 of 5
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
A by Close of Business April 6, 2015. The amount corresponding to the Stage 2 Scope as described in
Exhibit A shall be paid no later than ten (10) days after the City provides NMMA with the FP&L invoice
for the Stage 2 Scope. The City agrees to use its best efforts to work with FP&L to have FP&L complete
the work delineated in Exhibit A by December 1, 2015 and shall be responsible for all repairs necessary
to ensure that all fixed electrical lines, equipment and ports are maintained and fully operational and
available as needed by NMMA each year for the boat show as per the RLA. Any modifications or
changes to the Scope of Work shall only be valid when they have been reduced to writing, duly approved
and signed by an authorized representative of each of the Parties.
II. INDEMNIFICATION
Terms of indemnification will be as per the RLA.
M. MANNER OF USE
This section of the license agreement approved by the City on January 8, 2015 entitled 4.
MANNER OF USE is being modified herein to permit the Licensee access to the Property to set up and
erect necessary equipment up to seventy three (73) days before commencement of the February 2016
Show. The date for commencement of the Show is on or about February 11`h in any year the RLA
remains in effect. This section of the agreement is also being modified to permit the Licensee access to
the Property to remove and take down equipment up to twenty eight (28) days after the final date of the
February 2016 Show. The setup and take down dates will be reduced by the City Commission as
determined feasible after the take down period of the February 2016 Show. The City will have the
artificial turf field in place no later than thirty one (31) days after the final date of the show. The final
date of the Show is on or about February 15th in any year the RLA remains in effect.
IV. TERMINATION
Terms of termination will be as per the RLA.
V. NOTICE
It is understood and agreed among the parties that written notice shall be mailed or delivered to
the addresses set forth below and shall constitute sufficient written notice. The parties designate the
following:
For City of Miami:
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
With a copy to
City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
Page 2 of 5
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
Director
Department of Real Estate and Asset
Management
City of Miami
444 SW 21" Avenue, 31" Floor
Miami, Florida 33130
For Licensee:
National Marine Manufacturers Association, Inc.
9050 Pines Boulevard
Pembroke Pines, FL. 33024
Attention: Cathy Rick -Joule
With a copy to
National Marine Manufacturers Association
231 S. LaSalle St., Suite #2050
Chicago, IL 60604
Attn: Ben Wold. Executive Vice President
Craig Boskey Senior Vice President, & CFO
Jonathan T. Howe, Esq.
Howe & Hutton, Ltd.
20 N. Wacker Dr., Suite 4200
Chicago, IL 60606
VI. AMENDMENTS
Any alterations, amendments, variations, modifications, extensions or waivers of provisions of
this MOU shall only be valid when they have been reduced to writing, duly approved and signed by all
Parties hereto.
INTENTIONALLY BLANK
Page 3 of 5
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED BELOW
THE SIGNATURES OF THE AUTHORIZED REPRESENTATIVES OF THE PARTIES
HERETO WHO ARE FULLY AND DULY AUTHORIZED TO EXECUTE THIS AGREEMENT
ON BEHALF OF THE RESPECTIVE PARTIES HERETO:
AGREEMENT NUMBER: MOU-EWP-PY'08-02
BY:
BY:
CITY OF MIAMI
Daniel J. Alfonso CITY MANAGER Date
Attest
Todd B. Hannon CITY CLERK Date
Approved as to Legal Form
Victoria Mendez CITY ATTORNEY Date
Approved as to Indemnity/ Insurance:
Anne Marie Sharpe, Risk Manager
NATIONAL MARINE MANUFACTURERS ASSOCIATION INC.
Authorized Corporate Officer Date
Signature and Name of First Witness Signature and Name of Second Witness
Page 4 of 5
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015, City Clerk
Exhibit A
Anticipated Electrical Utility Work
Florida Power and Light Services
The electrical utility work to be provided to the Property located at 3501 Rickenbacker
Causeway by Florida Power and Light Company ("FPL") will be conducted in two stages.
Stage 1 is the installation of underground high voltage feeder line ("feeder") along the public
rights -of -way from the FPL sub -station at 3989 Rickenbacker Causeway to the entrance of the
Property. The feeders will terminate in a switch cabinet installed by FPL which is to be located
on City property within the vicinity of the entrance road.
Cost Estimate - Stage 1 is $903,000.
Under Stage 2, the City will construct two (2) concrete block structures ("vaults") for FPL to
utilize, and install underground electrical conduits from the switch cabinet to each vault. FPL
will install their high voltage equipment inside the vaults, run electrical conductors from the
switch cabinet to the vaults, and energize their equipment.
Cost Estimate - Stage 2 is $750,000.
Page 5 of 5
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
i
1
1
1
i
1
EXHIBIT
Project:
Marine Stadium Park Development, B-40668
Reference:
Memorandum of Understanding among: City of Miami and National Marine Manufacturers Association
SCOPE OF WORK - FLORIDA POWER AND LIGHT COMPANY ("FPL")
FPL shall provide electrical service for an electrical load that is approximately 12,000 amperes at 480 volts, three-
phase. FPL will obtain all necessary permits, furnish all materials and perform the work in accordance to the FPL
Distribution Construction Standards and all other applicable codes and standards. The City will construct an
electrical building at the East and West sides of the property. Each building wit contain a concrete block room
("electrical vault") for FPL to terminate their high voltage underground lines, install equipment to step the voltage
down to 480 volts and manage their system.
FPL CONSTRUCTION COST
Location
Description
Cost
Rights -of -way
Installation of materials and high voltage equipment that includes, but is
not limited to underground conduits, high voltage conductors,
handholes, breakers and switch cabinet from the FPL sub -station to the
entrance of the property (re: FPL Invoice No. 1800081042)
$903,601.00
Marine Stadium
Property
A. Install high voltage conductors in underground conduits (installed by
the City) from the property entrance to the East and West electrical
vaults
B. Install high voltage equipment inside the electrical vaults
C. Connect to the City's electrical service equipment and energize the
FPL high voltage system
$750.000.00
CITY OF MIAMI
Capital Improvements and Transportation Program
TOTAL: $1,653,601.00
Page 1
1
MINI MIN AIM MO 11E1 — MIN Ili — IMO MINN INN NM Mil INN MINI
NEIN yst--..-sT LRAL
/ EiJiLDINCv
Capital Improvements
Transportatiorn
Program
NEW FPL.5.1e.41T.C.
NY EAST ELEOTRA_
BUILDING
JOB NO.: B-4066e,
DATE; March 2015
EXISTING FPI-
SUB-STATION
EXHIBIT A
Marine Stadium F'ark. Development
DESIGN: A. a
CHECKED:
DRAWN; A. B.
SCALE: N.T.S.
DWG NO.:
1
OF 1 SHEETS
o m ,
= (DC
a 2 g-
1-4
A a^ FP
0 7-I: 3'
i... (D _
VI 3 o
r .,..
NI ,-,
r.)• c
a> W Cr
-1
77- r)
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
MEMORANDUM OF UNDERSTANDING
AMONG
CITY OF MIAMI AND
NATIONAL MARINE MANUFACTURERS ASSOCIATION
THIS Memorandum of Understanding (hereinafter sometimes referred to as
entered into on the _ day of April, 2015 , by and between CITY OF
corporation of the State of Florida, whose address is 444 S.W. 2°d Avenue, 10th F
33130 (hereinafter the "City"), and National Marine Manufacturers Associat.
association, whose address is 231 S. LaSalle Street, Suite 2050, Chicago
""NMMA""), both of whom are collectively referred to herein as "the P
WITNESSETH:
`MOU" "") is
a municipal
oor, Miami, Florida
n, Inc., a non-profit
IL 60604 (hereinafter
ies".
WHEREAS, NMMA wants to facilitate the adding o electric utilities to the Property
where the Boat Show will occur for the general health, welf:. e and safety of the general public,
and to improve convenience, ease, visibility, comfort and a cessibility to the general public and
patrons of the boat Show and the Park ; and
WHEREAS; these electric utilities, the nature, total ost and extent of which are shown on
the attached Exhibit A have been estimated by Florida Pow r & Light (FP&L) at the City's request
and NMMA has agreed to fully fund up to the FP&L Fin Invoice amount which will be furnished no
later than Apri130, 2015 ; and
WHEREAS, the City, and NMMA will brin the subject matter of this MOU to the City
Commission in April of 2015 with this MOU as an ddendum to the Revocable License Agreement
("RLA") between the parties approved by the City ommission on January 8, 2015, at which time the
MOU will automatically be converted to an Add- i dum which on passage of the Resolution by the City
Commission will become an additional Exhibit • their Revocable License Agreement; and
WHEREAS, this MOU will be bind' , _ upon NMMA upon execution, and the City may be
entitled to rely on NMMA's affirmation and ommitment to comply with these terms from the date
NMMA signs this MOU; and
NOW TIIEREFORE, in cons'
hereinafter set forth, the City and N
I. SCOPE AND COST OF WORK
NMMA will fully fund, the FP
Exhibit A, Scope of Work and
reference as if fully set forth he
Florida Power and Light Co.
work to be funded by
entirely paid by NMMA in
A by Close of Business Ap
ration of the mutual terms, conditions, promises, and covenants
agree as follows:
RECITALS
invoice amount, the electrical utility work and costs reflected in
Cost of Work , which is attached hereto and incorporated herein by
n and which can be summarized as electrical feeds and distribution of
`FPL") facilities to the Property included in the RLA. The cost of the
for Stage 1 and Stage 2 is estimated to be $1,653,000.00 and shall be
e following manner: $903,000.00 for Stage 1 Scope as described in Exhibit
it 6, 2015. The amount corresponding to the Stage 2 Scope as described in
Page 1 of 5
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
Exhibit A shall be paid no later than 10 days after the City provides NMMA with the FP&L invoice for
the Stage 2 Scope. The City agrees to use its best efforts to work with FP&L to have FP&L complete the
work delineated in Exhibit A by December 1, 2015 and shall be responsible for all repairs necessary to
ensure that all fixed electrical lines, equipment and ports are maintain 1 and fully operational and
available as needed by NMMA each year for the boat show as per - RLA. Any modifications or
changes to the Scope of Work shall only be valid when they have bee reduced to writing, duly approved
and signed by an authorized representative of each of the Parties.
II. INDEMNIFICATION
Terms of indemnification will be as per the RLA.
III. MANNER OF USE
This section of the license agreement approved by
USE is being modified herein to permit the Lice
equipment up to seventy three (73) days
commencement of the Show is on or about
section of the agreement is also being mo
and take down equipment up to twenty-e
the Show is on or about February 15`b •
IV. TERMINATION
Terms of termination will be as er the RLA.
V. NOTICE
he City on January 8, 2015 entitled 4. MANNER OF
see access to the Property to set up and erect necessary
before commencement of the Show. The date for
ebruary 11t in any year the RLA remains in effect. This
fled to permit the Licensee access to the Property to remove
t (28) days after the final date of the Show. The final date of
any year the RLA remains in effect.
It is understood and agre;d among the parties that written notice shall be mailed or delivered to the
addresses set forth beland shall constitute sufficient written notice. The parties designate the
following:
Fo/ City of Miami:
ty Manager
ity of Miami
3500 Pan American Drive
/
Miami, Florida 33133
With a copy to
City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
Director
Department of Real Estate and Asset
Management
Page 2 of 5
Submitted into the public
Record for item(s) PZ. 3
onLIVIALDL5, City Clerk
City of Miami
444 SW 2"' Avenue, 3'" Floor
Miami, Florida 33130
For Licensee:
National Marine Manufacturers Association,
Inc.
9050 Pines Boulevard
Pembroke Pines, FL. 33024
Attention: Cathy Rick -Joule
With a copy to
National Marine Manufacturers Association
231 S. LaSalle St., Suite #2050
Chicago, IL 60604
Attn: Ben Wold. Executive Vice P sident
Craig Boskey Senior Vice Presi• nt, & CFO
Jonathan T. Howe, Esq.
Howe & Hutton, Ltd.
20 N. Wacker Dr., Suite 00
Chicago, IL 60606
VI. AMENDMENTS
Any alterations, amendments, viations, modifications, extensions or waivers of provisions of this MOU
shall only be valid when the have been reduced to writing, duly approved and signed by all Parties
hereto.
INTENTIONALLY BLANK
Page 3 of 5
Submitted into the public
Record for item(s) H. 3
on 05/14/2015, City Clerk
IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED BELOW
1HE SIGNATURES OF THE AUTHORIZED REPRESENTATIVES OF 1H E PARTIES
HERETO WHO ARE FULLY AM) DULY AUTHORIZED TO EXECUTE THIS AGREEMENT
ON BEHALF OF THE RESPECTIVE PARTIES HERETO:
AGREEMENT NUMBER: MOU-EWP-PY'08-02
BY:
CITY OF MIAMI
Daniel J. Alfonso CITY MANAGER
Attest
Date
Todd B. Hannon CITY CLERK Date
Approved as to Legal Form
Victoria Mendez CITY ATTORNEY Date
Approved as to Indemnity/ Insurance:
Anne Marie Sharpe, Risk Manager
NATIONAL MARINE MANUFAC ' RS ASSOCIATION INC.
Authorized Corporate Officer
/M fv�o 3 0
Date
BY: p `-Z . IJ,�
Signa e : 1e of First ss
1 AI ME Vary
Page 4 of 5
Signature and Name of Second Witness
C�tnl� 734/4-r�GcW l-[�
Submitted into the public
Record for item(s) PZ. 3
on 05 14 2015 City Clerk
Exhibit A
Anticipated Electrical Utility Work
Florida Power and Light Services
The electrical utility work to be provided to the Property located at 3501 R. enbacker
Causeway by Florida Power and Light Company ("FPL") will be conducted in two ages.
Stage 1 is the installation of underground high voltage feeder line ("feeder" along the public
rights -of -way from the FPL sub -station at 3989 Rickenbacker Causeway t• the entrance of the
Property. The feeders will terminate in a switch cabinet installed by FP hich is to be located
on City property within the vicinity of the entrance road.
Cost Estimate - Stage 1 is $9 %3,000.
Under Stage 2, the City will construct two (2) concrete bloc structures ("vaults") for FPL to
utilize, and install underground electrical conduits from the,s'witch cabinet to each vault. FPL
will install their high voltage equipment inside the vaults run electrical conductors from the
switch cabinet to the vaults, and energize their equipment
r
Cost Estimate Stage 2 is $750,000.
Page 5 of 5
1
Submitted into the public
Record for item(s) PZ. 3
on 05/14/2015, City Clerk
EXHIBIT A
Project:
Marine Stadium Park Development, B-40668
Reference:
Memorandum of Understanding among: City of Miami and National Marine Manufacturers Association
SCOPE OF WORK - FLORIDA POWER AND LIGHT COMPANY ("FPL")
FPL shall provide electrical service for an electrical load that is approximately 12,000 am
phase. FPL will obtain all necessary permits, furnish all materials and perform the work i
Distribution Construction Standards and all other applicable codes and standards. Th
electrical building at the East and West sides of the property. Each building will con
("electrical vault") for FPL to terminate their high voltage underground lines, install
down to 480 volts and manage their system.
FPL CONSTRUCTION COST
res at 480 volts, three -
accordance to the FPL
City will construct an
in a concrete block room
quipment to step the voltage
Location
Description
Cost
Ri hts-of wa
g y
Installation of materials and high voltage eq pment that includes, but is
not limited to underground conduits, high v Itage conductors,
handholes, breakers and switch cabinet fr m the FPL sub -station to the
entrance of the property (re: FPL Invoice o. 1800081042)
/
$903,601.00
Marine Stadium
Property
A. Install high voltage conductors in ynderground conduits (installed by
the City) from the property entrance/to the East and West electrical
vaults .1`
B. Install high voltage equipment inside the electrical vaults
C. Connect to the City's electrical service equipment and energize the
FPL high voltage system
$750,000.00
TOTAL:
$1,653,601.00
CITY OF MIAMI Capital Improvements and Transportation Program Page 1
11 NS En MN 1 1--- NM N w—
NEW WEST cL^GTRI�A
NEW
UNDERGROUND
15 KV FEEDER
RIGKENBAGKER
GAUSEiNAY
NEW FPL SINITGH NETT
,--- NEW [A T Ir EC.TR!Grit,.
BUILDiNCa
JOB NO.: B-40668
DATE: March 2015
EXHIBIT A
Marine Stadium Park Development
DESIGN: A. B.
CHECKED:
EXISTING FPL
SUB -STATION
DRAWN- A. B.
SCALE: N.T.S.
DWG NO,:
1
OF I SHEETS