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HomeMy WebLinkAboutExhibit SUB:t.12 skt ' 2 4.3Q t,nd (J`Dct,(YY\e" % CITY OF MIAMI AMENDMENT NO. 2 TO REVOCABLE LICENSE WITH NATIONAL MARINE MANUFACTURER'S ASSOCIATION INC. This Amendment No. 2 to the Revocable License dated 3)�~ o , 2015 (the "License") between the City of Miami, a municipal corporation of the State o Florida ("City"), and National Marine Manufacturer's Association Inc. ("NMMA" or °Licensee"")a Delaware not -for -profit corporation, for I euse of uplands and submerged lands of Virginia Key (the "Property") is entered into this -day of , 2015. RECITALS WHEREAS, fhe 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 to 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, pursuant to City Resolution No. R-15-0172, adopted on April 9, 2015, the City Commission authorized the City Manager to execute the First Amendment to the License to authorize expenses associated with the adding of additional electric utilities to the Property at an estimated cost of $1,653,000, pending the final invoice from .Florida Power & Light ("FPL"), to be funded by Licensee; and WHEREAS, Licensee has now requested additional electric services to include the building and installation of an electric grid, as more particularly described in Attachment A ("Additional Utility Work") and anticipates the cost of the Additional Utility Work at $1,600,000 ("Additional Utility Work Estimate"),to be fully funded by Licensee, bringing the Licensee's total contribution to $3,253,000; and WHEREAS, in the event the final invoice from FPL is lower than the estimate contemplated by the First Amendment, Licensee has agreed to provide the difference to the City in order to maintain Licensee's total contribution for the Additional Utility Work at $3,253,000; and WHEREAS, due to the large financial contribution by Licensee to upgrade the electrical utilities at the Property, should there be a non -City sponsored event where a commercial electrical contractor is utilizing the electrical grid paid for by Licensee, the City would negotiate an appropriate,fee to be paid to Licensee for use of the electrical utilities; and WHEREAS, Licensee has agreed to pay upfront to the City the amount of $1,600,000.00 of the Additional Utility Work Estimate in order for the Additional Utility Work to commence; and WHEREAS, this Amendment shall reaffirm that the City's aggregate contribution towards the making of Improvements to the Property, inclusive of the City Contribution, shall not exceed $16,000,000.00; and WHEREAS, Licensee has agreed to promptly pay the City any costs in connection with the Additional Utility Work in excess of the Additional Utility Work Estimate; and WHEREAS, this Amendment will also serve to revise Section 35 of the License, Public Records; and WHEREAS, the City Commission has adopted Resolution No. R-15-0239 to approve this Second Amendment to the License; NOW THEREFORE, in consideration of the foregoing, the parties hereby amend Sections 21 and 35 of the License to provide the following additions: 1. Section 21. improvements, Alterations, Additions, or Replacements In addition to all other Improvements, City agrees to construct or cause to be constructed the Additional Utility Work described in Exhibit "D, Schedule of I City Improvements". The City has made a good faith estimate that the cost of the Additional Utility Work is One Million, Six Hundred Thousand Dollars ($1,600,000.00), to be fully funded by the Licensee, bringing the Licensee's total contribution to $3,253,000.00, In the event the final invoice from FPL is lower than the estimate contemplated by the First Amendment, Licensee has agreed to provide the difference to the City in order to maintain Licensee's total contribution 'for the Additional Utility Work at $3,253,000.00, The City's aggregate total contribution towards the making of improvements to the Property, shall not exceed Sixteen Million Dollars ($16,000,000.00). Licensee agrees to pay the City in advance, in the amount of One Million, Six Hundred Thousand Dollars ($1,600,000.00) of the estimate ("Additional Utility Work Estimate Payment"). Licensee agrees it is ultimately responsible far the full cost of the Additional Utility Work, Including if the cost of the Additional Utility Work exceeds the One Million, Six Hundred Thousand Dollars ($1,600,000.00) estimate. Upon completion of the Additional Utility Work, Licensee shall promptly pay the City any costs in connection with the Additional Utility Work in excess of the Additional Utility Work Estimate. 2. Section 35, Public Records Licensee understands that the public shall have access, at all roaseriab-le-t4mos, to City contracts and all documents, records and reports maintained by the City which are and generated pursuant to this License, ptir-suant-te in accordance with the provisions of Chapter 119, Florida Statutes, as compllance with the of Section 119,0701, Floriet-Sttutec, entitled "Contracts; publie-reepatsl-and-ag-reas-to allow-aocese-14y--1-the-pub-lie-te-all-41eetiments subject to disclosure under 3. Exhibit "D" Schedule City Improvements [To be added] 4. All other terms. and conditions of the License remain In operative force and effect and remain unchanged. ATTEST: By: THE CITY OF MIAMI, FLORIDA Todd B. Hannon, City Clerk _,,, APPR'OVED A TQJ.EGAL FORM APPROVED / RRECT 8 (Affix City Seal) CITY OF MIAMI, FLORIDA, a municipal Corporation of the State of Florida By; Daniel J. Alf By: Victor ndez, City Attorney iRE UIREME S: B : Ann -Marie S Risk Mana arpe, ment ity Manager v/RANCE 'rector epartment LICENSEE ATTEST: By: Corporate Secretary (Affix Corporate Seal) National Marine Manufacturer's Association Inc., a Delaware not -for -profit Corporation imature) e-7769-foitx (Name and Title) Attachment A Electrical Services Requested by NMMA NIVB IA has requested and has agreed to pay for design, construction and installation of Additional Utility Work at the Marino Stadium site consisting of an electrical grid, including but not limited to the following; • An electrical grid with hand holes every sixty (60) feet throughout the two (2) large parking areas of the Marine Stadium, including the Flex -Park to the east of the stadium, The majority of hand holes will allow 100 amp electrical connections at 120/208 volts for the NMMA's vendor usage. The remaining hand holes will allow 100 amp electrical connections at 277/480 volts for temporary HVAC system at the temporary tent structures. • Six (6) electrical distribution stations along the shore to provide electrical power to the NMMA temporary floating piers. Each electrical distribution station will be capable of providing 1,200 amp at 277/480 volts • Electrical vault buildings that will house FP&L equipment and electrical distribution equipment • All ancillary equipment including but not limited to duct banks (trenching, backfilling, conduit, ete), conductors, mains, circuit breakers, switchboards, bus bar systems, ground rods, junction boxes, man holes, etc, CITY OF MIAMI \, AMENDMENT NO. 2 TO REVOCABLE LICENSE WITH NATIONAL MARINE MANUFACTURER'S ASSOCIATION INC. This Amendment No. 2 to the Revocable License dated , 2015 (the "License") between the City of Miami, a n4inicipal corporation of the State of Florida ("City"), and National Marine Manufacturer's Assoc'4on Inc, ("NMMA" or "Licensee")a Delaware not -for -profit corporation, for the use of uplandsand submerged lands of Virginia Key (the "Property") is entered into this day of , 2015, RECITALS WHEREAS, the City of Miami (" ity") is the owner of the real property of Virginia Key, that includes the upland and submerged I nds (collectively, the "Property"); and WHEREAS, the National Marine Manufacturer's Association Inc. ("Licensee"), a Delaware not -for -profit Corporation, is engag d 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 to \cxecute 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\he Miami International Boat Show ("Boat Show"); and WHEREAS, pursuant to City Resolution No. F\15-0172, adopted on April 9, 2015, the City Commission authorized the City Manager to execut4 the First Amendment to the License to authorize expenses associated with the adding of additional electric utilities to the Property at an estimated cost of $1,653,000, pending the final invoice fro Florida Power & Light ("EFL"), to be funded by Licensee; and WHEREAS, Licensee has now requested additiond electric services to include the building and installation of an electric grid, as more partici.)iarly described in Attachment A ("Additional Utility Work") and anticipates the cost of the AdditNonal Utility Work at $1,600,000 ("Additional Utility Work Estimate"),to be fully funded by Licensee, bringing the Licensee's total contribution to $3,253,000; and WHEREAS, in the event the final invoice from FPL is lower than the estimate contemplated by the First Amendment, Licensee has agreed to provide the difference to the City in order to maintain Licensee's total contribution for the Additional Utility Work at $3,253,000; and WHEREAS, due to the large financial contribution by Licensee t upgrade the electrical utilities at the Property, should there be a non -City sponsored event\ where a commercial electrical contractor is utilizing the electrical grid paid for by Licensee, thet, City would negotiate an appropriate fee to be paid to Licensee for use of the electrical utilities; ancl WHEREAS, Licensee has agreed to pay upfront to the City the amount of $1,600,000.00 of the Additional Utility Work Estimate in order for the Additional Utility Work to commence; and WHEREAS, this Amendment shall reaffirm that the City's aggregate contributin towards the making of improvements to the Property, inclusive of the City Contribution, sha not exceed $16,000,000,00; and WHEREAS, Licensee has agreed to promptly pay the City any costs in16onnection with the Additional Utility Work in excess of the Additional Utility Work Estimate; and/ WHEREAS, this Amendment will also serve to revise Section 35 of 4ie License, Public Records; and WHEREAS the City Commission has adopted Resolution No. to approve this Second Amendment to the License; NOW THEREFORE, in consideration of the foregoing, the parties Hereby amend Sections 21 and 35 of the License to provide the following additions: 1. Section 21, Improvements, Alterations, Additions, orMeplacements In addition to all other Improvements, City agre s to construct or cause to be constructed the Additional Utility Work described in Exhibit "D, Schedule of I City Improvements", The City has made a good faith timate that the cost of the Additional Utility Work is One Million, Six Hundred Thous nd Dollars ($1,600,000.00), to be fully funded by the Licensee, bringing the License/s total contribution to $3,253,000.00. In the event the final invoice from FPL is lower han the estimate contemplated by the First Amendment, Licensee has agreed to pi/vide the difference to the City in order to maintain Licensee's total contribution f9 the Additional Utility Work at $3,253,000.00. The City's aggregate total contributicin towards the making of improvements to the Property, shall not exceed Sixteen Mplion Dollars (S1 6,000,000.00). Licensee agrees to pay the City in advance, in the arric4unt of One Million, Six Hundred Thousand Dollars ($1,600,000.00) of the estimate ('Additional Utility Work Estimate Payment"). Licensee agrees it is ultimately responsiblO. for the full cost of the Additional Utility Work, including if the cost of the Additional UtilitY Work exceeds the One Million, Six Hundred Thousand Dollars ($1,600,000.00) est/ate. Upon completion of the Additional Utility Work, Licensee shall promptly pa/the City any costs in connection with the Additional Utility Work in excess of the Addit'ional Utility Work Estimate. 2. Section 35. Public Records Licensee understands that the public shall have access, at -all -re -as -enable -times; to City contracts and all documents, records and reports maintained b the Cit which are a4171 generated pursuant to this License, pursuant -to in accordance with the provisions/of Chapter 119, Florida Statutes, as amended., Rance -with 4-ne-p-rov-i-s-i, Sad-ion-4-1-9,0701, Florida Statutes, ent4t1eG1-2-GontractsHaub14o records" and -a Cec, to al c to all-doeuments-subfect to d1se10546 under applioable-law; Exhibit "D" Schedule City Improvements [To be added] 4. All other terms and conditions of the License remain in operitive force and effect and remain unchanged. THE CITY OF MIAMI, FLORIDA ATTEST: CITY OF MIAMI FLORIDA, a municipal Corporation of th State of Florida By: By: Todd B. Hannon, City Clerk Daniel , Alfonso, City Manager (Affix City Seal) APPROVED AS TO LEGAL FORM API/ OVED AS TO INSURANCE CORRECTNESS: R IQUIREMENTS: By: By: Victoria Mendez, City Attorney Ann -Marie Sharpe, Director Risk Management Department LICENSEE National Marine Manufacturer's Associatj3n Inc. , a Delaware not -for -profit Corporation ,/ ATTEST: By: By: Corporate Secretary (Signature) (Affix Corporate Seal) (Name and Title) Attachment A Electrical Services Requested. by NMMA NMMA. has requested and has agreed to pay for design, construction and installation of/ .Additional Utility Work at the Marine Stadium site consisting of an electrical grid, including but not limited to the following: An electrical grid with hand holes every sixty (60) feet throughout the twO (2) large parking areas of the Marine Stadium, including the Flex -.Park to .the easOf the stadium. The :majority of hand holes will allow 100 amp electrical connections at 120/208 volts for the NMMA's vendor usage. The remaining hand lit.d.es will allow 100 amp electrical connections at: 277/480 volts for temporary ITVAC, system at: the temporary tent structures, Six (6) electrical distribution. stations along the shore to provide ,electrical power to the NMMA temporary floatin.g piers. Each electrical. distribution station will be capable of providing 1,200 amp at 277/480 volts Electrical vault buildings that will house FP&L equipment andelectrical distribution, equipment. All ancillary equipment including but not limited to duct tAnks (trenching, backfilling, conduit, etc), conductors, mains, circuit breakers, switchyoards, bus bar systems, ground rods, junction boxes, man holes, etc.