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HomeMy WebLinkAboutSubmittal-John Gilbert-Opposition Letter and DocumentsShubinBass PROFESSION,#.. A C;Ci li Via Email May 27, 2015 Mr. Todd B. Hannon City Clerk, City of Miami 3500 Pan American Drive Miami, Florida 33133 Submitted into the public record for item(s) (z • I (4, on 5- 2-43- I S . City Clerk Re: Opposition to Agenda Item RE.14, 15-00472, Authorizing the City Manager to Execute the Second Addendum to the Revocable License ("License Agreement") between the City of Miami ("City") and the National Marine Manufacturer's Association ("NMMA") Dear Mr. Hannon: On behalf of this firm's client, the Village of Key Biscayne ("Village" or "Client"), we are writing to advise you that our Client objects to Resolution 15-00472, styled as "A Resolution of the City Commission, With Attachment(s), Authorizing the City Manager to Execute the Second Addendum to the Revocable License," between the City and the NMMA in order to amend Section 35, Public Records of the License Agreement (the "Resolution") to exempt the NMMA from Section 119.0701 Florida Statutes (the "Public Records Act" or "Act"). We request that this Letter and the Exhibits attached hereto be incorporated by the Clerk into any final record for the Resolution (Agenda Item RE.14 of the May 28, 2015 City of Miami Commission Meeting). We would also like to advise you of pending litigation related to the very action the Commission plans to take related to this Resolution, specifically a lawsuit filed in Circuit Court to compel NMMA to produce documents related to the License Agreement (the "Lawsuit"). The Village maintains that any scheme or device to either deprive the Circuit Court of jurisdiction or to exempt the NMMA from a Florida Statute is ultra vires and void as a matter of law. As you may know, on April 10, 2015, the Village transmitted a request for public records, pursuant to Section 119.0701 of the Public Records Act and Section 35 of the License Agreement, to the NMMA. A copy of the request is attached to this letter as Exhibit A. On April 17, 2015, the NMMA responded to the public records request in writing and refused to produce any public records. A copy of NMMA's response is attached as Exhibit B. As a result, the Village was forced to file a lawsuit to compel the NMMA to produce documents pursuant to the Act. A copy of the Complaint is attached as Exhibit C. On May 18, 2015, the NMMA filed a Counterclaim, alleging that it is not required to comply with the Act because the City and NMMA agreed to an amendment to the License I OO fl7- fv��'Y�ifii-Ul— J 6dn 0(Vo lloo tc.Ht gn6 bocum.e,n-ts Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Agreement that would immunize NMMA from the Act. In light of the Resolution and May 28th Commission Agenda, it appears that the City is in fact considering such an agreement. Accordingly, our Client objects to the Resolution because (i) the City cannot deprive the Circuit Court of jurisdiction to hear matters regarding a violation of state statutes; and (ii) the City should not engage in a scheme or device to assist the NMMA to circumvent the requirements of Section 119.0701, Florida Statutes or prevent public access to public records. More specifically, our Client maintains that, to the extent that the City is working with NMMA towards a scheme or device to exempt NMMA from the requirements of the Act and to circumvent the jurisdiction of the Circuit Court, only the Circuit Court — and not the City —has such jurisdiction. As such, a Resolution amending the License Agreement is not the proper forum to resolve the Village's Lawsuit against NMMA or immunize the NMMA from the Act. See Fla. Stat. §§ 119.11, 119.12. To that end, the Village has filed a Motion to amend the Complaint naming the City as a Defendant to ensure that the City complies with its obligations under the Act and enforces the Public Records Act requirements under the original License Agreement, as it is required to do by Section 119.0701 Florida Statutes. A copy of the Motion and Amended Complaint is attached as Exhibit D. As a result of the foregoing, our Client objects to the Resolution as it relates to any scheme or device to circumvent Section 119.0701, Florida Statutes and respectfully requests that the City remove the Resolution from the May 28th Agenda. As always, please do not hesitate to contact me should you wish to discuss this matter. Sincerely, John K. Shubin For the Firm cc: Mayor Tomas P. Regalado, City of Miami Commissioner Wifredo (Willy) Gort, City of Miami Commissioner Marc Sarnoff, City of Miami Commissioner Frank Carollo, City of Miami Commissioner Francis Suarez, City of Miami Commissioner Keon Hardemon, City of Miami City Attorney Victoria Mendez, City of Miami Mayor Mayra Pefia Lindsay, Village of Key Biscayne Village Council, Village of Key Biscayne Village Manager John C. Gilbert, Village of Key Biscayne Alan Diamond, Esq., Counsel for NMMA ShubinBass PRO t_SS3iOi< ._ ASSOCIATION 2 Submitted into the public Record for item(s) RE.14 on 05 28 2015 City Clerk Exhibit A Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Shubi n ass PROFESSIONAL ASSOCIATION Via Electronic Mail April 10, 2015 Mr. Thomas Dammrich President, National Marine Manufacturers Association 231 S. LaSalle Street Suite 2050 Chicago, IL 60604 Re: Public Records Act Request Dear Mr. Dammrich: On behalf of our client, the Village of Key Biscayne, this correspondence is transmitted to you pursuant to Chapter 119, Florida Statutes (the "Public Records Act" or the "Act") and Paragraph 35 of the license agreement between the National Marine Manufacturers Association ("NMMA") and the City of Miami ("City") (the "License Agreement"), and is intended to request from the NMMA documents, records and reports maintained and generated pursuant to the License Agreement between NMMA and the City for the presentation of a boat show on public property located at 3501 Rickenbacker Causeway in Miami, FL and commonly known as Marine Stadium (the "Property"). We respectfully request that, consistent with State law, you promptly produce and make available for inspection and copying, the following "public records": 1. All records related to NMMA's proposed use of the Property pursuant to the License Agreement and for the purpose of presenting a boat show, including site plans, engineering, and parking; 2. All correspondence between the City and NMMA related to City funds that will be used for the development of the Property for the purpose of presenting the boat show, including installation of utilities; 3. All records related to profit-sharing between NMMA and the City pursuant to the License Agreement and the presentation of a boat show on the Property, including income related to the presentation of the boat show, parking or any other joint -venture with the City; 4. All records related to the environmental impact of the boat show on the Marine Stadium basin and the Biscayne Bay Aquatic Preserve, and any proposed mitigation as outlined in the License Agreement; Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 5. All correspondence between the City and NMMA related to the number of years that the City has agreed to allow NMMA to use the Property for the purpose of presenting a boat show; 6. All correspondence between the City and NMMA related to the "occupancy and use period" of the Property, as outlined in Paragraph 6 of the License Agreement and for the purpose of presenting a boat show; 7. All correspondence between the City and NMMA related to the "use of best efforts...to conduct subsequent Shows for future five day periods encompassing President's Day weekends through and inclusive of President's Day," pursuant to Paragraph 6 of the License Agreement; 8. All records related to the presentation of a boat show on the Property in 2020, 2021 and 2022; 9. Any and all permit applications or requests for approvals related to the use of the Property, from January 1, 2014 to April 8, 2015; 10. Any and all permit applications, correspondence, or requests for approvals to the Florida Department of Environmental Protection ("DEP"), Miami -Dade Department of Environmental Resource Management ("DERM"), or the City related to the use of the submerged lands in the basin adjacent to the Property. pursuant to Paragraphs 3 and 9 of the License Agreement; 11. All site plans and engineering plans related to dock construction in the basin adjacent to the Property; 12. All records, opinions and correspondence between the City and NMMA that mention or relate to the restriction in the March 12, 1963 deed of the Property from Miami -Dade County to the City of Miami (the "1963 Deed") that the Property shall be used and maintained for the operation of a "marine stadium and allied purposes only" (the 1963 Deed Restriction). Please note the definition for Public Records in Florida, as defined in section 119.011(11) of the Florida Statutes, includes all documents, papers, letters, memorandum, memoranda of oral communications, e-mails, text messages, Blackberry Messenger messages, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency. Please be advised that this request is of a time -sensitive nature, and we require the requested records within ten (10) days. With respect to this production, 1 need to advise you that we believe that most if not all of the documents referenced in this request are maintained in such Shubi 113a, 5 2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk a manner so that their retrieval does not require the expenditure of extraordinary efforts by your professional staff. Finally, please note that if the NMMA maintains that any records under its maintenance and/or control are exempt from production, please provide us in writing with the specific basis for the exemption, including the statutory provision which may form the basis for the exemption. In the absence of any such communication, we will assume that all records shall be produced as they are identified and retrieved. Thank you for your anticipated attention to this matter. If you have any questions, please do not hesitate to contact us at (305) 381-6060. Sincerely,. John K. Shubin For the Firm cc: John Greco, Esq., Deputy City Attorney, City of Miami Ben Wold, Executive Vice President, National Marine Manufacturers Association Cathy Rick -Joule, VP National Marine Manufacturers Association Boat Shows ShubinBass 3 r-§:C . E s 0 \ L.. Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Exhibit B LAW OFFICES Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk HOWE & HUTTON, LTD. 20 NORTH WACKER DRIVE SUITE 4200 CHICAGO, ILLINOIS 60606-3191 TELEPHONE (312) 263-3001 FAX (312) 372-6685 www.howehutton.com jth@howehutton.com JONATHAN T. HOWE VIA EMAIL: liishubin(a shubinbass.coml Mr. John K. Shubin ShubinBass Professional Association 46 SW 1st Street, 3td Floor Miami, Florida 33130 WASHINGTON, DC OFFICE 1991 PENNSYLVANIA AVENUE, N.W. SUITE 1007 WASHINGTON, DC 10006 TELEPHONE (202) 466-7252 FAX (202) 566-5829 April 17, 2015 Re: Public Records Act Request/National Marine Manufacturers Association Dear Mr. Shubin: We serve as general counsel for the National Marine Manufacturers Association. Your letter request of April 10, 2015, for response to a Public Records Act Request is respectfully denied. Should you have any questions, please contact me directly. Sincerely, Jonathan T. Howe JTH/jy cc: Mr. Thomas Dammrich, NMMA John Greco, Esq., Deputy City Attorney, City of Miami Mr. Ben Wold, NMMA Ms. Cathy Rick -Joule, NMMA BE3412.DOCX Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Exhibit C Filing # 26425014 E-Filed 04/22/2015 05:57:18 PM Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA CIRCUIT CIVIL DIVISION CASE NO. VILLAGE OF KEY BISCAYNE, a Florida municipal corporation, Plaintiff, vs. NATIONAL MARINE MANUFACTURERS ASSOCIATION, an Illinois nonprofit corporation, Defendant. COMPLAINT Plaintiff, VILLAGE OF KEY BISCAYNE, FLORIDA (the "Village"), by and through undersigned counsel, brings this action against Defendant, NATIONAL MARINE MANUFACTURERS ASSOCIATION ("NMMA"), and states as follows: INTRODUCTION 1. Through this lawsuit, the Village seeks compliance by the NMMA, a private corporation, with Florida's Public Records Act (Chapter 119, Florida Statutes) (the "Act") where NMMA expressly and contractually agreed to be bound by the Act and where it is clearly acting on behalf of the City of Miami (the "City") in permitting and developing the Miami International Boat Show (the "Boat Show") on city -owned property. Moreover, the Village is seeking to have this Court declare the underlying License Agreement between NMMA and the City void ab initio because it was negotiated in violation of Florida's Government -in -the -Sunshine Law and in ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. contravention of certain Miami -Dade County zoning requirements which are designed to address projects, like the Boat Show, which have county -wide impact. As such, the Village seeks to vindicate not only its own interest in ensuring transparency in local government, but the public's right to the open government requirements which are bedrock constitutional and statutory requirements in the State of Florida. GENERAL ALLEGATIONS 2. The Village is an island community occupying the central portion of Key Biscayne, a barrier island that the Village shares with county and state parks. Access from the mainland to Key Biscayne is via a single roadway, the Rickenbacker Causeway. Along the Rickenbacker Causeway, between the mainland and Key Biscayne, lies Virginia Key, an approximately 800 acre barrier island that consists primarily of government -owned land designated for parks and recreation use and which is within the jurisdiction of the City. 3. The City constructed and operated an outdoor waterfront amphitheater ("Marine Stadium") on a 61+/- acre portion of Virginia Key (the "Property") until approximately 1992. Marine Stadium and other improvements to the Property have long been in a state of disrepair and disuse. In recent years, the City has entertained various initiatives for the revitalization of the Marine Stadium and the Property. 4. To this end, on November 20, 2014, the City directed its City Manager to negotiate directly with NMMA for the production of the Boat Show on the Property. Thereafter, on January 8, 2015 the Miami City Commission (the "City Commission") voted to enter into a License Agreement with NMMA to use the Property for the Boat Show commencing in early 2016 ("License Agreement") (a copy of the resolution and License Agreement are attached hereto as Composite Exhibit A). The License Agreement, however, was negotiated behind 2 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. closed doors and without compliance with Florida's Government -in -the -Sunshine Law, § 286.011, Florida Statutes (the "Sunshine Law"). 5. Pursuant to the Express terms of the License Agreement, NMMA agreed and acknowledged that NMMA's records would be public records subject to the Act and that the public would have access to all documents, records and reports maintained and generated pursuant to the License Agreement. The Village has requested that NMMA produce public records related to the License Agreement, but NMMA has expressly refused to do so. 6. This action seeks to force compliance with the Act and compel production of the requested documents so that the "closed door" circumstances surrounding the License Agreement can be brought into public light. 7. All conditions precedent to the filing of this lawsuit have occurred, have been waived, or have been satisfied as a matter of law. 8. The Village has retained the undersigned law firm for the purpose of bringing and maintaining this action, and it is obligated to pay a reasonable fee for counsel's services and for the costs of bringing the action. Section 119.12, Florida Statutes, provides for an award of attorney's fees when records are successfully sought from an entity that refuses to produce them. PARTIES, JURISDICTION AND VENUE 9. The Village is a municipal corporation organized under Florida law and is located in Miami -Dade County. 10. NMMA is an Illinois nonprofit corporation authorized to do business in Miami - Dade County and which regularly conducts business in Miami -Dade County. 11. This Court has jurisdiction over this matter pursuant to both §§ 26.012 and 119.11, Florida Statutes. 3 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 12. Venue is appropriate in Miami -Dade County pursuant to § 47.011, Florida Statutes. COUNT I COMPLIANCE WITH PUBLIC RECORDS ACT 13. The Village incorporates and re -alleges the allegations set forth in paragraphs 1 through 12. 14. On April 10, 2015, the Village transmitted its request for public records pursuant to the Act to NMMA. A copy of said request is attached hereto as Exhibit B. 15. In its request, the Village requested the following public records: a. All records related to NMMA's proposed use of the Property pursuant to the License Agreement and for the purpose of presenting a boat show, including site plans, engineering, and parking; b. All correspondence between the City and NMMA related to City funds that will be used for the development of the Property for the purpose of presenting the boat show, including installation of utilities; c. All records related to profit-sharing between NMMA and the City pursuant to the License Agreement and the presentation of a boat show on the Property, including income related to the presentation of the boat show, parking or any other joint - venture with the City; d. All records related to the environmental impact of the boat show on the Marine Stadium basin and the Biscayne Bay Aquatic Preserve, and any proposed mitigation as outlined in the License Agreement; e. All correspondence between the City and NMMA related to the number of years that the City has agreed to allow NMMA to use the Property for the purpose of presenting a boat show; f. All correspondence between the City and NMMA related to the "occupancy and use period" of the Property, as outlined in Paragraph 6 of the License Agreement and for the purpose of presenting a boat show; g. All correspondence between the City and NMMA related to the "use of best efforts...to conduct subsequent Shows for future five day periods encompassing 4 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. President's Day weekends through and inclusive of President's Day," pursuant to Paragraph 6 of the License Agreement; h. All records related to the presentation of a boat show on the Property in 2020, 2021 and 2022; i. Any and all permit applications or requests for approvals related to the use of the Property, from January 1, 2014 to April 8, 2015; j. Any and all permit applications, correspondence, or requests for approvals to the Florida Department of Environmental Protection ("DEP"), Miami -Dade Department of Environmental Resource Management ("DERM"), or the City related to the use of the submerged lands in the basin adjacent to the Property, pursuant to Paragraphs 3 and 9 of the License Agreement; k. All site plans and engineering plans related to dock construction in the basin adjacent to the Property; 1. All records, opinions and correspondence between the City and NMMA that mention or relate to the restriction in the March 12, 1963 deed of the Property from Miami -Dade County to the City of Miami (the "1963 Deed") that the Property shall be used and maintained for the operation of a "marine stadium and allied purposes only" (the "1963 Deed Restriction"). 16. On April 17, 2015, NMMA responded to the public records request in writing and expressly declined to produce any public records. A copy of NMMA's response is attached hereto as Exhibit C. 17. The requested documents are "public records" as defined by § 119.011(5), Florida Statutes and are subject to disclosure pursuant to the Act. Specifically, they are subject to disclosure pursuant to § 119.0701, Florida Statutes. 18. The requested documents are not subject to any exceptions to the Act. 19. Accordingly, NMMA is obligated to produce the requested documents. 20. The Village is entitled to the requested documents as a matter of law. 21. Pursuant to § 119.11, Florida Statutes, the Village is entitled to an expedited hearing compelling the production of the requested documents. 5 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. WHEREFORE, the Village of Key Biscayne, Florida demands a judgment in its favor: (a) determining that the National Marine Manufacturers Association must comply with Florida's Public Records Act with respect to the Village's request, and with respect to any request from the public, related to the License Agreement or the Boat Show; (b) ordering the National Marine Manufacturers Association to respond to the Public Records Act requests received within twenty-four hours of the judgment; (c) awarding the Village of Key Biscayne, Florida its attorneys' fees and costs, pursuant to § 119.12, Florida Statutes, incurred in bringing this action; and, (d) awarding such other relief and equitable adjustments as the Court deems warranted. COUNT II DECLARATORY RELIEF DECLARING THE LICENSE AGREEMENT VOID (VIOLATION OF THE SUNSHINE LAW) 22. The Village incorporates and re -alleges the allegations set forth in paragraphs 1 through 12. 23. This is an action for declaratory relief pursuant to Chapter 86, Florida Statutes declaring the License Agreement void due to violations of the Sunshine Law. 24. The public records requested in Count I of this Complaint are necessary because NMMA negotiated the License Agreement with the City in violation of the Sunshine Law. 25. More specifically, at a public hearing held on November 20, 2014, the City Commission authorized the City's Manager and his financial team (together the "Closed Door Team") to negotiate "as the City of Miami" directly with NMMA to form an agreement concerning the Boat Show. 26. The Village made numerous attempts to ascertain the meeting dates of the Closed Door Team and NMMA so as to participate in the negotiations. 6 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 27. On December 22, 2014, the Village sent correspondence to the City requesting to participate in the Closed Door Team's meetings with NMMA and advising that the Village had been excluded from such negotiations, a copy of which is attached hereto as Exhibit D. 28. Despite the efforts of the Village to participate in the Closed Door Team's meetings with NMMA, the Village was not permitted to participate. 29. In contravention of the Sunshine Law, legally sufficient notice was not given and public meetings were not held concerning the Closed Door Team's meetings with NMMA. 30. Rather, all negotiations between the Closed Door Team and NMMA were done in private and in violation of the Sunshine Law. 31. The negotiations between the Closed Door Team and NMMA resulted in the License Agreement. 32. The License Agreement was negotiated in violation of the Sunshine Law. See Fla. Att'y Gen. Op. 94-21 (1994). 33. Because the License Agreement was negotiated in violation of the Sunshine Law, it is void ab initio. WHEREFORE, the Village of Key Biscayne, Florida demands a judgment in its favor: (a) declaring the License Agreement void ab initio; (b) enjoining NMMA from commencing any permitting or construction activities pursuant to the License Agreement; and, (c) awarding such other relief and equitable adjustments as the Court deems warranted. 7 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. COUNT III DECLARATORY RELIEF DECLARING THE LICENSE AGREEMENT VOID (FAILURE TO OBTAIN RECOMMENDATION OF THE MIAMI-DADE COUNTY DEVELOPMENT IMPACT COMMITTEE) 34. The Village incorporates and re -alleges the allegations set forth in paragraphs 1 through 12. 35. This is an action for declaratory relief pursuant to Chapter 86, Florida Statutes declaring the License Agreement void due to the failure to obtain a recommendation from Miami -Dade County's Development Impact Committee. 36. Upon information and belief, the Boat Show project authorized by the License Agreement is a project of such a nature and size that its approval is subject to obtaining a recommendation from Miami -Dade County's Development Impact Committee pursuant to § 33- 303.1, Miami -Dade County Code of Ordinances. 37. Upon information and belief no recommendation has been sought from or given by Miami -Dade County's Development Impact Committee. 38. Therefore, the License Agreement was executed prematurely and is void until such time as a recommendation is obtained from Miami -Dade County's Development Impact Committee. See O'Connor v. Dade Cnty., 410 So. 2d 605, 605 (Fla. 3d DCA 1982). WHEREFORE, the Village of Key Biscayne, Florida demands a judgment in its favor: (a) declaring the License Agreement void ab initio; (b) enjoining NMMA from commencing any permitting or construction activities pursuant to the License Agreement; and, (c) awarding such other relief and equitable adjustments as the Court deems warranted. 8 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Dated: April 22, 2015 CASE NO. Respectfully submitted, SHUBIN & BASS, P.A. Counsel for Plaintiff 46 S.W. First Street, Third Floor Miami, Florida 33130 Telephone: (305) 381-6060 Facsimile: (305) 381-9457 jshubin@shubinbass.com idemello@shubinbass.com eservice@shubinbass.com By: /s/ John K. Shubin John K. Shubin, Esq. Florida Bar No. 771899 Ian E. DeMello, Esq. Fla. Bar No. 105097 9 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk COMPOSITE EXHIBIT A Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk AGENDA ITEM SUMMARY FORM FILE ID: 14-01271 Date: 12/22/14 Commission Meeting Date: 118/15 RE.9 Requesting Department: Dept. of Real Estate & Asset Mgmt. District Impacted: 2 Type: -4 Resolution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion Item Other Law Department Matter ID No. 14-2841 Subject: Resolution authorizing Revocable License to National Marine Manufacturer's Association for the Miami International Boat Show. Purpose of Item: Resolution authorizing the issuance of a Revocable License to National Marine Manufacturer's Association for the purposes of presenting the Miami International Boat Show at property located on Virginia Key, more particularly the areas surrounding the Miami Marine Stadium. Background Information: See attached supplement. Budget Impact Analysts YES Is this item related to revenue? NO Is this item an expenditure? If so, please identify funding source below. General Account No: Special Revenue Account No: CIP Project No: NO Is this item funded by Homeland Defense/Neighborhood Improvement Bonds? Start Up Capital Cost: Maintenance Cost: Total Fiscal Impact: S Final Approvals; iSIGN AND DATE). CIP Budget I! N ...+� If using areceiving capital funds al"'% , Grants Risk Managemen ,(eta. Purchasing_ Dept. Director Chief € ` A- City Marmot. Page I of 2 tuTP Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk SUPPLEMENTAL PAGE Subject: Resolution, to negotiate and execute a Revocable License between the City of Miami ("City") and National Marino Manufacturer's Association Inc.. ("Licensee"). for the Miami International Boat Show C"Show") at Virginia Key. Background Information: The City is the owner of the real property Virginia Key that includes the upland and submerged lands collectively the ("Property"). National Marine Manufacturer's Association Inc., ("Licensee") is engaged in the business of presenting both national and international boat show events representing more than one thousand four hundred (1,400) companies involved in various productions used by recreational boaters and is dedicated to creating, promoting, and protecting a safe and productive environment in which its members can achieve financial success through excellence in manufacturing, selling and servicing their customers. The Licensee desires to use a portion of the Property to present to the public and operate the Miami International. Boat Show ("Show") The City and Licensee (the "Parties") desire and intend to enter into a Revocable License ("License") for the use of the Property. This License is not assignable, is not for a fixed term and is terminable or revocable at -will by the City Manager and without the consent of the License& In addition, the License does not transfer an interest, a right to use for any general purpose, or any right to exclude the City from any right, in real property incbiding any leasehold interest in real property owned by the City. This License permits only certain, enumerated, specific and listed permitted uses and does not permit anything other than the permitted uses defined in the License. In exchange for the Licrn:ec the Licensee shall pay an annual payment of approximately one million one hundred thousand (S1,100,000.00) dollars ("Use Fee") and fifty percent (50%) of the income resulting from any and all food and beverage concessions at the Boat Show or any off -site properties, to the City. Page 2 of 2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.cam Fik Number: 14-01271 Fiial Artioa Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTEA REVOCABLE LICENSE ("LICENSE"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("Caro 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 NET 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 CITYA7TORNEY'S APPROVAL WHEREAS, the City of Miami ("City") is the owner of the real property of Virginia Key, that includes the upland and submerged lands (collectively, the "Property"); and WHEREAS, the National Marine Manufacturer's Association, Inc., a Delaware not -for -profit Corporation ("Licensee"), is engaged in the business of presenting both national and international boat show events, representing more than one thousand four hundred (1,400) companies involved in various productions used by recreational boaters, and is dedicated to creating, promoting, and protecting a safe and productive environment in which its members can achieve financial success through excellence 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, Ronda home depend upon the Boat Show, and Florida businesses sell more than $300,000,000,00 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 City of Miami Pap 1 of 3 File lrt 14-01371 (Minion: 11 Primes ore 12/29/2014 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Pile Number; 14-01271 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 8,500 full time jobs; WHEREAS, the City and Licensee desire and intend to enter into a Revocable LiCell$41 ("License") for the use of the Property; and WHEREAS, this License is not assignable, is not for a fixed term, and Is terminable or revocable by the City at -will; and WHEREAS, this License is revocable at -will by the City Manager and without the consent of the Licensee; and WHEREAS, this License does not transfer any interest in real property, including any leasehold interest in real property owned by the City; and WHEREAS, this License permits only certain, enumerated, specific, and listed permitted uses on specified dates, and does not permit anything further; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA*. Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth In this Section. Section 2. The City Manager Is authorized(1) to execute a License, in substantially the attached form, with Licensee, for the use of a portion of the Property, to be used for the purposes of presenting to the public the Boat Show, and its related activities at an annual payment of one million one hundred thousand dollars ($1,100,000.00), and fifty percent (50%) of the net 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 shalt become effective lmmediatety upon its adoption and signature of the Mayor.(2) APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ CITY ATTORNEY Too taotaw (llyofWind Page 2 43 File 14 14-01271(Version;1) Printed an 1209J2014 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk File Number. 14-01271 {1} The herein authorization is further subject to compliance with ail 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 f� 14-01271 (Version: 1) Printed On: 12/29/2014 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk REVOCABLE LICENSE F A PORTION OF PROPERTY LOCA ' ,', AT VI 'NIA KEY UPLAND AND SUBMERGED LANDS MIAM1, FLORIDA Submitted into the public Record for item(s) RE.14 on 05 2t3 2015 City Clerk REVOCABLE LICENSE This Revocable License ("License") is entered this day of 2015, ("Effective Date") by and between the City of Miami, a n nicipal corporation of the State of Florida (the "City"), ty"), and National Marine Man 8ctureYs Association Inc. ("Licensee"), a Delaware not -for -profit corporation wicipal place of business at 231 South LaSalle Street, Suite 2050, Chicago, Illi RECIT WFIRREAS, the City is the owner o€ "the erty Virginia Key that includes the upland and submerged lands coilectivel` a ("Property"); and WHEREAS, the licensee ed in the busui of presenting both national and international boat show events, more th a thousand four hundred (1,400) companies involved in various ro ois� a by recreational boaters, and is dedicated to cr g ting, and acting a e and productive environment in which its m can a financial ; ce s through excellence in manufacturing, selling and servi to use a portion of the Property to present to ernational Boat Show ("Boat Show"); and ow will celebrate its 75th anniversary in 2016 and for over ` <: has beer 3 • duced in Miami; and Boat Show generates over $600,000,000 in benefit to South Florida slag ear; and WHEREAS 1,500 businesses that call Miarni home depend upon the Boat Show, and Florida businesses sell more than $300,000,000 of product at the Boat Show; and Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk WHEREAS the Boat Show is the premiere gathering place for more than 100,000 boaters, 50% of whom travel to the Boat Show from outside Florida and 10% of whom travel from outside the United States; and WHEREAS an estimated 45,000 workers prepare the Boat Show to unveil the latest and most innovative new boating products; and WHEREAS the Boat Show fills 200,000 hotel room s ' : ; and WHEREAS the Boat Show provides the equiv of 6,500 full time jobs; WHEREAS, the City and Licensee ("the Parties" tend to enter into a Revocable License for the use of a portion o 9° a Key uplan and submerged lands, Miami, Florida; and WHEREAS, this License is not assi WHEREAS, this License is revocable at- r`r the City Manager and without the consent of the Licensee purseiW., o the notice p 'ons of Section 18 herein as applicable; and WHEREAS, this License dais not i t rest, a right to use for any general purpose, •°, ; a ,, to exc>t the Cityy. From any right in real property, including an : +old in in real property owned by the City; and WIIE e does not convey, confer or transfer a right to use any WIIER this , :, a does not convey, confer or transfer any right to e the City fro`ty realperty; and WHEREASe License permits only certain, enumerated, specific and listed permitted uhes and do s: not permit anything further; and WHER; r _ : 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Recitals. The foregoing recitals are hereby incorporated and made a part of this License. Definitions. a) "City Manager" is the City Manager for the City of Miami. b) "City" shall mean the City of Miami, a Florida k ipal corporation, for purposes of this License in day to day dcis8ns the City shall mean the "City Manager," unless a different Cr body ci?'official is specifically designated in this Agreement. c) "Board of Trustees for In Improvements Trust !s ereinafter "°TITTF") shall refer to the staff ' cy, owns state-oried lands and administers these state owned lands ugh its administrative agency, the State of Florida D " t of Enviro Protection ("DEP"). "DEP" shall mean " +f Florida t ent of Environmental Protection, which is overseeing the administration of staed submerg on be i: ofTIITF. "D.rector"`sh ll mean the ector of the City of Miami's Department of 4 te"" o icense is the date of execution of the License by of a:Parties. ental';aws" means all applicable requirements of federal, state environmental, public health and safety laws, regulations, orders, menses, approvals, ordinanres 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 Suad Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the 3 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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, as ar "i .,• f any event beyond human control, including but not limit = 4 ., : cts of national security, national emergency acts of God, W , : eats of terrorism, Government regulation, strikes (ot11 than of Licensee's employees), fire or other na gal ty, disorder, +is�bedience, curtailment of transportation ce, or any o . ce which inakes it inadvisable, illegal, or i for Licensee to perform its obligations under i) "Gross Receipts" revenue recei4 by the Licensee derived directly from brain +p t , • n, consummated, initiated or concluds 'nn or at the P u,erty, inclug business made or performed by of rn ritime vessek or mechanical or other vending devices, suali sales shall beit or cash sales or otherwise. Gross reitir by: . Cr) cash or credit refunds for returned vided said amounts had been previously included as part (it) amount of any sales or excise tax levied upon any s and/or services rendered and payable to the appropriate tal authority; (iii) exchanges of merchandise between different of Licensee; (iv) gratuities paid to employees; and (v) interest ed 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 as L = it in Section 24. m) "Percentage Fee" shall have the meaning a«1. -. to it in Section 7A. n) "Permitted Uses" shall mean the occups4cy andnsbof the Property for the following primary and ancillary es `further de6 in Exhibit "F", which complies with the 21 Bing Code. "f}cally this involves the presentation o 1NTERNAT , AL BOAT SHOW and its affiliated components Show"). o) "Property" shall i approximately three (23) acres of upland and twenty six (26) a otaubroerged tan ed by the City located at Virginia Key, Miami, In e . "cularly described in Exhibit assing the Burro t N, z g the Marine Stadium and the perty locat on the east side of the Miami -Dade County epartment ( ASD) Treatment plant. ascribed to it in Section 8. " shall mean the water basin abutting the City -owned upland portion ofVirginia Key, Miami, Florida. "Submer ed Lands Area" shall refer to any demarcated water area, should they b e available, abutting the Property and proposed for commercial kid/ • public use by the Licensee and/or its patrons. 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 Submitted into the public Record for item(s) RE.14 on OS 28 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 Manager or his/her designee, which consent may be conditioned or withheld in the so on of the City Manager or his/her designee. The Property shall be used and occupied icensee so Cj+ for the purposes of presenting the Boat Show, selling, -min or displaying any goods and/ products related to the Boat Show (such as boats, engin man accessories an products that have a marine application), including those goods, ;prices, products and supplies used in, or which service, the marine try and recreate boating on, to, or from the Property, and to grant to third p t to sell, t or display any goods or products on, to, or from the property tted Uses"). Subject toble zonin cis, ensee shill] at all times, have the right to p goods and prod enter in the Pro how; and (iu) d display wi sd ' the Property during the Boat Show: (i) the and thename and logy k any third party with whom Licensee has relating,tt sale and use of such products by Licensee on or s and products and the name and logo of any sponsor of ame an• ogo of any charity organization with which Licensee is splays, goods, and advertisements are permitted, subject to the Manager or designee which approval child 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 ble law that prevents Licensee from; i) selling, using or displaying these goo ducts; or ii) promoting, advertising or displaying such sponsors on the Pro d ' ,tie Show. If the City Manager does not disapprove the list(s) within fj( b'usiness d pf receipt of same, said list will be deemed approved for purpos+ this Section 3 of Pemri sesp. Should the Licensee require the use of ubni Lands abuttthe Property for its activities for a water -dependent commerci i1; the Licensee shall apply and City shall, at no cost or expense City, assist wt any required applications to za 1LLTNYDEP for a Temporary Use : "`TUA") am+;''`emerged Land Lease for the benefit of the Licensee. The Lic ee s ` to pay for all costs, fees, and expenses associat Submerged fees required to id DEP applicatlsta TUTF 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 ual DEP lease fees. The use of the Submerged Lands Area of the e appro, ofTlrrF/DEP for a Temporary Use Agreement and/or to th'ie City, as applicant and shall be subject to any restrictions for the use of said Property, as more particularly described in prospective Exl?ibi'``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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 willbe responsible for cost of all city -related services provided within the Boat Show footprint and adjacent areas, inclusive of any off -site properties (i.e. Rusty Pelican, Whiskey Joes etc., et. al.) that are needed or otherwise 11114 to support an event of this magnitude with regard to off -duty law enf • rescue personnel, and solid waste services to bmtl away solid -waste on a ar bas . designated garbage areas (large open -top bins). Licensee will be rgogib a for hiring security firm and janitorial company to provide all neces : r ersonnel to perform cat+ _., services. Licensee will be allowed to secure access to b:. ��'.cent to the . e Stadium during the Show to provide security for vessels at .i porary dock. 4. Manner of Property Use. Licensee's use of the Propert is no i Gy �d Licensee acknowledges and agrees to abide by and obligatio,+ as set fo in the services to be provided, the manner of o - Lion, as and .E: ' . tenance and utility obligations, provided however, the Cit es r•� enter into another License or other similar Agreement on disrupt Licensee's ability to operate on the and/Lands Area so long as this License is in effect._ No other Ci essee censee may use space on the property in competition with Boat Show g the five (5) days of the Boat Show event. icensee Will be allowed to use the property for the purpose of conducting the Show for fz e (5) day period encompassing President's Day Weekend. Admission by the public tot he Boat Show shall be no earlier than 10:00 am and no later than 8:00 pm on the designated Show dates (Thursday through Monday of President's Day weekend on any given year). Exhibitors and Contractors may enter the Property beginning at 6:00 am, NMMA Staff will have 24 hour access to Show Property during the License Period. Licensee will ensure that individva1s who have boats docked in the Submitted into the public Record for items) RE.14 on 05/28/2015, City Clerk various marinas throughout the Property will have full access to their boats before 9:00 am and after 8:15 pm on the days of the Boat Show. Marina customers will have full access to their boats during a11• operational howls of the marinas during the Setup and Takedown periods. The Licensee will be permitted access to the Property to set up and erect necessary equipment up to twenty one (21) days before the c +.+r+ ;++ ent of the Show. The Fx ^ Licensee will be permitted access to the Property to r ; ve r ake down equipment up to fourteen (14) days after the final date of the S dditional time may be provided subject to City Manager approval hich shall not be y withheld. If additional time is required by NMMA '' 1MMA will have to work aro =_ <' any events that the City may have scheduled to avoid impact s�(:ity 'revenues, or may otherwise compensate the City for imparevenues. The will not unreasonably restrict access to NMMA for Setup. The Ll `. ._ as no right triqic4eutthe Property at any other _gr time ar date. To the maximwn extent possible dp iveries o ' ntainers, equipment, vessels, etc. for the show sh l be taken tb the staging .. which is the portion of the Property located east of the Wateed Sews' Department Y .:.i D) Treatment facility. During the Setup and Tat wn peno►t :re -shipped items to the staging area will be 8:00 pm and 6:00 am so as to minimize traffic disruptions Licensee will be required to hire off -duty law - as determined by the City to help minimize traffic disrupd a ►}. Containers equipment, vessels, etc. will be released from the staging area and moves t e exhibition space area (areas adjacent to the Marine Stadium) in a manner that dort" 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk relicense, re iarket, 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 shalt 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. Iladnction of Upland Space. The City may at its sole discreti Show by providing written notice to prior to the event date without penalty>to Licensee. To the exte upland space is reduced by more _. stadium subject to prior twelve (12) mon reduced proportionately. it marine stadium will have reduction of space materially rovided for the Boat elve (12) months B ®:a Show's (10%) ar * .f Vim`, the marine tten notice, the Use Fee will be ss of upland space around the ,Further, to the extent the ability to conduct the show 10%) __'! tiguous area around the marine Licensee, Licensee shall have the ability to ility to the City by giving notice in the Food & die erage, Novelties, Marketing, Private Sector Sales. core received from any Concessions, or any sales at the Boat the Property or adjacent off site properties (i.e. Rusty Pelican, Whi ", etc.) during the Boat Show dates (including Setup and Takedown dates), :'d & 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, filly percent (SO%) 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 Submitted into the public Record for items) RE.14 on 05/28/2015, 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 Beverag The City of Miami reserves the right to restri • ;'ttol sales in all City owned properties and/or operated facilities. Subject r= the ee complying with all requirements, the City Commission has 4 e• t. allow for a sale of alcoholic beverages in conjunction with the r t Show, The City of Miiii:elLi5rerves the right to designate the Iocation of al 1 v stations. All required liquor permits shall be filed with the City M " at least ten (10) days before the commencement of the BoaeSIow. i) No glass bottles arc all ii) Al c ' s to the pub the P * `y must cease one (1) hour prior event, witlnihe exception of privately hosted events. purposes of this Section is/are an authorized e Li ee, are jointly and severally responsible for obtaining all holic b &age permits from the State of Florida Alcohol & ent of Business Regulation. In order to obtain a liquor permit, li oncessio re must follow the guidelines set forth by the State of Florida and with _aping with all State of Florida Licensing, City Code and Zoning Ordinaar 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 °` sit, sty operated facilities will be required to use wristbands to idenrii cr tmsuiners ot': t age. Failure to comply with this rule, whether by ..-concessionaire or their ` en tive, may result in the immediate cancellati ot hol s Concessionair are required to provide wristbands. If concessionaire fails have to be purchased froze ",+ at a cost often - ($0.10) per wristband. F. Legal Requirements Concession, as a co precede to vending alcoholic beverages, beer, or e, m�smply wit% egulatory requirements, all State of Florida, Miar i D eats, as set forth in the City of Miaxni vide wristbands, the bands will enses. -- cgs 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. 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 pri.a . e use of the Property, the Licensee shall deliver to the City, for the City Menawhich approval shall not be unreasonably withheld, a preliminary the location of Licensee's installations and equipment on the.'roperty, including, vtn ., , `ction, the location of the Licensee's tents, ticket be ai «: can _ 'on and food s - and vans ("Construction Plan Staging"). Final Site Plan 't •. `due to the City not later than sixty (60) days prior to the use of . , • The C , �. wager, or his designee, shall approve or disapprove, which disa g within five (5) business days after its receipt Once approvwriting to the Licensee, the shall be in ', ' , in . , 'made a part of this Agreement required b '`,�, a Licensee, its consultants, sub consultants, vendors, ad``:' . ' et users required for the Show shall at vided with full uninterrupted access to the circulate within the Property. access for City of Miami emergency vehicles on the ill be allowed to occupy the property for the purpose of conducting thik,Shovifor a five (5) day period encompassing President's Day Weekend between Febru ' 11, 2016 and February 15, 2016. The Parties will use their best efforts, subject to the revocation provisions in Section 18 of this Licetefe, to conduct subsequent Shows for future five day periods encompassing President's Day weekends through and inclusive of President's Day. 13 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 terminat 't license agreement, the City will provide thna hundred (300) days written noti 7. Fees. A. Use Fee. In consideration of this Lit cense all pay to the C" itSy an amount equal to One Million One Hundred Th< i... • Dollars ($1,100,000.00) ("Use Fee"), plus fifty percerit %) of the In • i� ,.: defined in Section 4C and Parking Income as defined 24, resuitin: s.m any and all food and beverage concessions and/or Boa Show or any adjacent off -site Properties., : Fee") , plus State of Florida Sales and Use Tax, and and :- t ar or County lejies or impositions, payable in the manner set forth in '�°� 7i ' • elow for the :use of the Property. Subject to compliance regulations, the Parties shall use their best efforts fow's production on the Property in future years. Should the Boat Show . in tii " : on the Prop erty, the Use Fee shall be increased on annual basis the greater of three percent (3%) or CPI adjustment, whichever is seater. Th " Licensee will provide a financial report detailing all the Gross Reccif9t t and losses, and all related accounting for all food and beverage concessitfas which shall be signed and certified to be complete and correct by an officer of Licensee. Gross Receipts and Concession Income or Income as defined in Sections 4C and Parking Income as defined in Section 24 may be subject to audit by'the City as described in Section 14. Any intentional misstatement of any financial reporting, including, but not limited to Gross Receipts, Income and 14 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 ivliami toad -in. Payment must be remitted no later event load -in, in immediately available fads payble to th C. Condition of Property/Datsge Deposit. City expressly reserves the right to..tect a damage deposit ("Damage ensee to pay for all services, prior to event business days prior to of Miami. Deposit") for all Shows basis. City will survey th after event and if damage is found, C charges. at deposit on a Show -by -Show or damages w five (5) business days vise the promoter of any additional Licensee shall furnish the City with a One Hundred ) Damage Deposit in the form of a money arty check, or cash. At the end of the event or upon Bement, Licensee shall remove from the Property all er personal property placed by it on the Property and to the City in the same condition in which it was when the Property, except for normal wear and tear, damage to ground except as provided for in this paragraph, and any destruction of the Prop 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, an holed, trenches in the paving shalt be filled by Licensee 15 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 second inspection, both representatives shall es be done by Licensee, the time schedule to p date of such work. in the event repairs or to the condition it was prior to Li shall be applied toward the paymen amount necessary to repair the damag agrees to pay the balance to the City, satisfied with the return release form attached as S been entirely used by The Ci p of the Property. After ling any repair to work and the inspection return the Property upon it, the of the deposit repairs or wo . t event the e Damage Dqsit, Licensee City's request. If the City is the City agrees to sign the event the deposit has not to the Property, the balance of the D shall be r burled to rLicensee not later than thirty (30) busino }�. after = termination's the Show. fails to remove any personal property, from the Property within twenty-four (24) days following then said property shall be deemed abandoned and ;thereupon shall ecom.ethe sole personal property of the City. The City, at its sole discretion and. Ivithout liability, shall remove the same and Licensee shall reiinb'ikse the pity for all costs associated with such removal and disposal within ten (10) siness 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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.2°d Avenue, 3a' 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 o City a Security Deposit in the amount of guarantee for the full and faithful performanc under this License or in connection with this Licen If Licensee is in violation nd any applica may use, apply or retain all or any other sum of money which Licensee expended by or (iii) any violation. Sho shall rn • ap1lication o n thereof by ` City s vided for der the Licen shill deposit with usand Dolla:('$25 00.00) as of all obligati of Licensee ecurity"). otice or cure period, the City Security for t1rpayment of (i) any fee or tn, aye but did not pay, (ii) any sum e's behalf i• = •rdanceVith the provisions of this License, y expend o `Oile required to expend as a result of Licensee's apply or re :y�« all or any part of the Security, Licensee retained within thirty (30) days of the City's a use, application or retention of the Security or any of prevent the City from exercising any other right or s License or at law and shall not limit any recovery to which the,L`ity may brttitled otherwise. Provid +; , tenses is not in violation of this License, the Security or balance thereof, as the.oase 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Agent . 9. Annual and Other Submerged Lands Fees. Should the Licensee apply for a TUA and Submergase for the benefit of the Licensee, Licensee shall be obligated to pay an Submerged Lands Fee as determined by TIITl'/DEP in consideration for the°tx mm i e of the Submerged Lands abutting the Property ("Annual Subtnerge1 Fee"). ual Submerged Lands Fee shall be due and payable within ten (10) business days of ',receipt of invoice. Unless otherwise instructed by TITTIDEP, salllee shall beable by the Licensee to the City, and the City shall forward saitlL, to 1'ic1'FIDEP. If remitted to the City, Licensee agrees to remit the)tn ual Submerged Lands Fee to the City's Department of Real Estate and Asset Managem nt a �' ' ' "), 444 SW & Avenue, Miami, FL. 33130, Attention: DREAM, within t (10) •, , of being billed by the City for the same. Licens further be obl -a to sub .+t to the City for remittance to the 111TF/DEP 8 } include, but is no ents an eports required by TIITF/DEP which may income from wet slips for the Submerged Returned C ` k Fee. the event any chec is returned to the City as uncollectible, the Licensee shall pay to th = a r cd check fee (the "Returned Check Fee") based on the following schedule: Return • •unt Returned Check Fee $00.01 - $50.00 $20.00 $50.01-$300.00 $30.00 $300.01 - $800.00 $40.00 OVER $800 5% of the returned amount. 18 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 . ent the City from the pursuit of any remedy to which the City may otherwise be � In the event the City must institute a civil suit to collect a returned check, the all be entitled to recover a . C reasonable attorney's fee as provided by Florida Sta 11. Late Payments. Licensee hereby acknowledges thaft lamai undisputed c e' (ges by the Licensee to the City of the Use Fee and other sum hereunder will cause the City to incur costs not contemplated bythis License, the amount of which will be P extremely difficult to ascertain. Act �� ,,, f any insiaLL:nof the Use Fee or any other undisputed sum due from Licen e sh r+'tied by the City within fifteen (15) days after th which suchted sum is due; Licensee shall pay to the City a late a equal ; • ve percent (5%) of such overdue amount. The Parties hereby agree tha represents a fair and reasonable estimate of the costs the C. ent by Licensee. Acceptance of such late loge by the City hall not stitute a waiver of the Licensee's default with respect to overdue amount for prey the City from exercising any of its other rights and remedits granted herder or at law or in equity. The terms of this Section shall not apply to an .charges which are the subject of a good faith dispute which arc promptly controverted` i g setting forth all pertinent details .by the party seeking to avoid payment. Promptly shall mean within five (5) business days of the due date. Any amount not paid to the City within fifteen (15) days after the date on which such amount is due shall bear interest at the rate of Eleven and One Half Percent (11.50%) per annum from its due date. Payment of such interest shall not excuse or cure any default by Licensee under this License. 19 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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. ,Ci At its sole cost, shall Y upgrade and install all utilities and separate utility m wy, ' ed onsite. Licensee, for its use, shall be billed by the City for all such utili the event that the City is billed for any utility o of the Property, the Licensee shall reimb business days of notification of the City's The City, acting by and through its City curtail or suspend the provisio y utility heating, ventilating and air conditi which Licensee may be entitled her emergency, or for r Manager des' or nec labor, or for any repairs4111 The Cltirs dagottemmental authori suppl`'resulting fro damages b reason of the City's or other individual's' interruption, curtailment or suspension o}ltty service, nor shall the Revocable License or any of Licensee's obligations hereunder be affected or reduced thereby. aunt to the Ci during the event. In of Licensee's use thin. ten (10) reserves the right to interrupt, eluding but not limited to, vernimental orders or directives. Licensee shall not claim any t serving the Property, to by reason of accident or improves in the judgment of the City or due to difficulty in obtaining supplies or able control of the City. The work of such prosecuted with reasonable diligence. ect be liable for any failure of the utility companies or y utility service to Licensee or for any limitation of ems and eqi 20 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 13. Tom. 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 including voice s, sales slips, ba duplicate deposit slips, and all other supportin and audit by the City and its duly authorized ag hours, and shall be maintain accordance principles. The Licensee shall keep;i record for not less than thirty six (3 the same period of tin ° censee covering its operations at •. Property, governmental tax CO they ents or ,all be availablo'r inspection representatives during business cnerally accepted accounting e, or cause toihIrkept and preserved, said ination of this License. For pies of all sales and tax returns its local office of operations, and any other , which sw the Licensee's reasonable sales therein, and sht a damn hie or scanned copies thereof to the City at no The Licensivi cooperate with the City's internal auditors and/or such other audi a esignated bythe City in order to facilitate the City's examination of records and accounts such cxaimination of records and accounts shall disclose a liability for additional L' l in excess of the Use Fees theretofore paid by the Licensee for the period in queue: 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 frilly credited. by the City, the 21 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 exp all eases, authorizations and permits that are necessary for Licensee to Boat Show commercial activities. Licensee shall be responsible for paying the cq , ' d applicatt" ` pad obtaining said Licenses, authorizations and permits. A. Vendor Regulations. The Licensee's lay -out for all food and *ion areas must be developed in cooperation with the City a��.;t Fire Rescue �,.,.artment to meet all applicable life -safety requirements. Th . ; �. a no deviate- • •m this plan. Without exception, the Licensee shall ft out �• -liver tqe City Event Coordinator a ut is to bdelivered seven (7) business days complete prior 1) ent (i.e. freezers, refrigerators, blenders, power needs. Vendors may be required to enerator(s). Please contact the City's Special Events Coordinato east sev (7) business days prior to the event if vendors will be endors. This? Show. vendor eq :sing equipment that' requires electrical power in excess of standard household t (110 vo t/16 amps). 2) Ai£d preparation areas require a tent. Subject to City Event Coordina r approval, food carts and self-contained concession stands do not require a tent. Two (2) 10 Ib. ABC fire extinguishers are required at each food vendor location. If hot grease or oil is used in food preparation, one (1) 10 lb. 40BC fire extinguisher is required, The vender/promoter is responsible for 22 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 pernutted grease traps/containers or in metal containers provided by the City. Metal bins are available for charcoal disposal. Do not dispose of used charcoal on the grass. Place all trash in the barrels provided,tional trash bags are available upon request. At the close of the event, , leave the full ba behind your location. 4) Do not use frayed or unsafe ext 5) Storage vehicles must be hours prior to the scheduled start of parking 'their vehicles off -site. Due to parking on the property. 6) Each vendor shall "chs it signature. Such license shall b visib food prodn • is name, than two vendors are responsible for restrictions, there is no vendor onal license with valid vendor shall also display 7) _ Flori:. Departmentof Business and Professional Regulation ("DBPR' tors on-sitto collect a temporary license fee. If you :/ttris anLowner b ed, permanent restaurant you may be exempt from tilt Y`o provide a copy of the license to the DBPR inspector in ption. All promoters are responsible for contacting the vending regulations and license fees. regularly inspect vendor areas for compliance. Failure to comply loss of damage deposit. Continuing failure to comply will result in p •' 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk allow audiovisual television or film producers to filar the Property or any Show to be performed on the Property. 16. This License Confers No Exclusive Possession of the Property. This License confers no exclusive possession of the Pro erty, provided however, the City agrees not to enter into another License or any o Agreement on this ,x Property that would interfere with Licensee's ability to ::'- r; a for the Permitted Uses on the Property and/or the Submerged Lands Areasilong�� s License is in effect. This will not be construed to prevent the Li Show. The Licensee cannot exclude the City ,40 The City agrees not to use or Permit allii the control of the City during the License Period e and Licensee. Licensee acquires no excl of the demised Property during the This Licenity authorizes to �k- porary use of the Property for the limited p a, ' set far herein and no other purpose. The Parties hereby agree that the provisi si'; ` this License do no ; _ +nstitute a lease. The rights of Licensee no Licensee extent what hereunder. A restrictitgccess to the Boat Property and lines under as mutually agreed by the City use the fac 1i ''other than the operation a mere personal privilege to do certain acts of on thP,roperty and to use the Property, subject to the terms of this dofon, possession and control of the Property. Therefore, perty is conferred upon Licensee under the provisions hereof. chatl not claim at any time any interest or estate of any kind or the Property by virtue of this License or its use of the Property orally, 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 fiords 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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, sh b oid and shall confer no right upon such assignee, shall constitute a default in an automatic revocation of the License and the Licensee hereunder. 18. Cancellation / Revocation -at —Will by t The City Manager may cancel or revoke convenience, at any time, with Written courtesy notic giving not less than three hundred ( , Licensee. Such notice should be gi License that is gr Manager, wit/ ut the co express understa: prior wri 's License, and shall result eiture of the rights of `r without C.. se. License without cause that is for e City Manager to Licensee, ttert i of the revocation to the ecified by Section 33. This vocable -at -will by the City, through its City in accordance with this License being by e at Will License. 100%) of ancillary expenses must be paid seven (7) event opening date, Any overage will be refunded to the l�il:eee withi4'"thirty (30) days of event closing, or shall be applied to the overall t fee pai k Licensee to the City. Ancillary expenses include, but are not limited to, eleerical, mechanical, plumbing, utility, telecommunications and/or information technology, salary costs to any third party vendor or personnel supplier, labor costs including any tax or burden costs, equipment rental and any other services provided by the City or its subcontractors. The Licensee shall 25 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 undisputed portion of said invoice shall be due and payable within 0) days of receipt of final billing. After the thirty (30) days, interest on undispu unpaid balance shall accrue at the rate of eleven and one half anth. C. Advanced Fees. Any advance fees listed in Exhibit unless expressly stated otherwise in this contras 19. Termination for Cause. Each p. abide by and every and condition of this License. If either prestrictions or conditions of this License, then the non eaching party twenty (20) days written notice wi whi . 4.4,4 ion or correct such deficiencies. Upon the a ds breaching p i1ure, so, the nonbreaching party may cancel this License upon g ten (10) dayto the breaching party and thereafter the License shall be ed automa _ 1y cl'nceled without the necessity for further action by the nonbrea T ►i'S y on 9fbr cause shall include, without limitation, any one of the following acts or omissions'. Failure to pay any payment or any portion thereof within ten (10) days of due date; (b) Failure to carry insurance as required in Wane • (c) Any other event which the City Manager deemato bo a material default; by Licensee are non-refundable, (a) 26 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Mia come from outside the State of Florida, it is criti there be sufficient appropriate hotel rooms available d agrees to use its reasonable efforts to enco significant room blocks to the Licensee or its agen Boat Show attendees e success °q; a Boat Show that g the Licens .,, .od, The City hotel commu to provide 21. Improvements, Alteration '. irk, as, or Repla; raep'ts. As a further condition of the e o 'to • erty,,,the City has agreed to make p t. certain improvemenis�,�the Property; ore . �. arly described in Exhibit 'D attached hereto it )Cnts'') and ' implement such improvements according to the time-schedial video erein. The C`' making improvements to the Property in an amouot not to ex , ` �Ilii tars (S16,000,000). The Improvements made by . City 's vision to improve Virginia Key and enhance its features, fits, and a 'ty usag "general. 'censee will: be erec g or constructing temporary improvements for the Boat Show 9 -te and api rt from the City's Improvements. Licensee shall coordinate all temporary is with the City, and shall work with the City to coordinate said temporary im ements. Except in the event of an emergency, Licensee shall not make any other additional repairs or alterations required or permitted to be preformed 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 acquiping a1 necessary permits, including but not limited to, building permits. The Lice shall be responsible for all costs associated with any temporary improvements at/or alttragttipns including, but not limited to, design, construction, installation, an The temporary improvements and attalteratioqs must compl all statutes, 4 laws, ordinances and regulations of the Slate ,� prida,,ami-Dade Cou)tj%, the City of i Miami and any other agency that may have l u ction over the Property as they presently exist and as they maike amended her ` : By the installation of any . alteration, addition or replacement, 22. As o Improvements in E:c it.D;),F from the Property. ovements. Date and throughout the use period, all buildings and vested in the Aty, including all Improvements described rovernents and any and all the Impmvements all alteration to the Property, whether or not by or at the expense of er see, shall, vided by written agreement, immediately upon their completion, become th property of the City and shall remain and be surrendered with the Property: `liiundthat the Licensee shall clearly identify, by written agreement stated above in section, and as noted in Section 21, all the temporary improvements that Licensee be allowed to remove. 28 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk locations outside of Virginia Key patrons can be shuttled in to minimiir'e The Licensee agrees to heavily promot The Parkin areas itt.the,y as Income 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 eft paid parking for the event at Virginia Key Beach and o the east side of the Water & Sewer Dep potentially other areas in the vicinity of similar service between this parking and the However, since parking is limited, the Licensee a adequate shu vide any available pre - City ,' ' property located on "WASD") ent plant, and sd. ty will proved 5' ! e, van or fbr all par .g customers. to provide sufficient parking ce so that the majority of tions on Rickenbacker Causeway. site parking. 'vets from parking . .. Lions on Virginia Key and other ow operated • e City for the Boat Show shall be defined incurred are paid (including, but not king attendants, and off -duty law enforcement c operations at the Property or on Rickenbacker e to c9j§: . sion 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, 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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, includin of limited to, work, labor, services or materials supplied to the Licensee o gone having a right to possession of the Property as a result of an agreements . y o out the consent of the Licensee or Internal Revenue Service (IRS). Nothing • is Lied shall be construed as constituting the consent or request of thei'y, expressed or implied, inference or otherwise, to any contractor, subcontractor; lid."+ or a4ttterialman for th"= rmance of any labor or the furnishing of any materials, specific work o the Property nor as giving the Licensee the Psi rendering of any services or the filing of any construction liens a shall at any time bazq discharged of r rd withi If theee shale any othex ' t or retne'dy the amount planned to be due or by procuring the discharge of the lien bondii9 e City shall be entitled, if it so elects, to compel the for the foreclosure of the construction lien by the lienor and to dgment, if any, in favor of the lienor with interest, costs and derstanding that all amounts paid by the City shall be repaid to to contract for or permit the t would give rise to the the Property. If any liens censee shall cause it to be after the date that it has notice of its filing. within that period, then in addition to shall not be obligated to, discharge the lien the City by th%Licensee immediately upon rendition of any invoice or bill. The Licensee shall not be required to pay or discharge any construction lien so long as the Licensee shall in good faith proceed to contest the lien by appropriate proceedings and if the Licensee shall have given notice in writing to the City of its intention to contest the validity of the lien and shall furnish reasonably satisfactory evidence that funds are 30 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 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 changes key locks as approved by the Director, itsee, must also provide to the City a or copies of s required. The City shall have access to atZd en the Property, (b) o#r�� any obligations of Li failed to pe f rn fter writ# -: notice there f to Licensee, matter within terms ations, t� ,r for'ther purposes author3 ed designee howev and Licensee. s ent Licensee at its sole cost and expense, if more than one copy is erty at any time to (a) inspect hereunder which Licensee has Licensee not having cured such Licensee's compliance with the d all applicable laws, ordinances, rules and erty, to prospective purchasers, tenants or others, and (e) may ?p deemed necessary by the City Manager or his/her the furtherance of the City's corporate purpose; provided, City shall make a diligent effort to provide at least 24-hours advance notice ive the right to have one or more of its representatives or employees present during4t1 a time of any such entry. The City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The making of periodic inspections or the failure to do so shall not operate to impose upon the City any liability of any kind 31 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 rules, regulations and ordinances. By performing these representatives are not assuming any liability by vi and ordinances. Licensee shall have no representatives from the occurrence, non-o issuance of a notice to proceed, the ticens Department to schedule the inspection(s). 29. No Claim to Assets or Rig ti By entering into this License; byfl, state or local laws, the City, its agents, or ws, rules, regulations its agents, or ioi(s). Upon anagement of such tact the Ri granted any assets, rights, titles or interest 's assets, rititle or ts, except as otherwise set forth in this License 30. "Ind damages to as "Liabil(ti fy, defend at its own cost and expense and hold harmless cials, `'ployees and agents (collectively referred to as o(them from and against all loss, costs, penalties, fines, (including attorney's fees) or liabilities (collectively referred reason of any injury to or death of any person or damage to or destruction or Ws 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) RE.14 on 05/28/2015, 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 Indemnitees, or any of them or (ii) the failure of the Licensee to comply with any of the Sections herein or the failure of the Licensee to conform to applicable statutes, ordinances, permits, or other regulations or requirements of any governental authority, federal or state, in connect", the performance of this License, Licensee expressly agrees to indemnify harmless the Indemnitees, or any of them, from and against all liabilities which' r, y be ` ed by an employee or former employee of Licensee, or any of its subs ,n' o#s, as pro ` above, for which the Licensee's liability to such employee or former employee would ose limited to payments under state Workers' Compensati „ Jon ct, Longshorejnaa's Act, or similar laws. 31. Insurance. Licensee, at its sole cost, shal times, throughout tt cperlod of this Lic "E" attached hero and mac a part hereo 32. In no even1 shall th improveme their "a - ,agents, ti employees, invitees or patrons occurring in or about the Property that may token, d reyed, or in any way damaged, including, without limitation, fire, flood, steam, ``ty, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from a hurricane or any act of God or any act of negligence of any -user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Property or upon other in full force and effect, at all the insurance coverage as set forth in Exhibit be Liable or responsible for injury, loss or damage to the and/or equipment belonging to or rented by Licensee, 33 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 h.please from any legal liability the City, its officers, agents and employees, fr ti sand all claims for injury, death or property damage resulting from Licensee's us8 of the Pr 33. Notices. All notices or other communications, License, shall be in writing and shall be deliverect mod. addressed to the other party at theaddress indicated h given on the day on which hand dottier faxed or, being posted or the date of actual rece If to City of 34 ay be givenpursuant to this hand, telecopy, or registered mail Such notice shall be deemed ill, on the fifth day after City Manager of Miami 500 Pan American Drive Miami, Florida 33133 City Attorney City of Miami 444 SW 2"d Avenue Suite 945 Miami, Florida 33130 Director Department of Real Estate and Asset Management City of Miami 444 SW 2"4 Avenue, 3`i Floor Miami, Florida 33130 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk if to Licensee: With a copy to: 34. Advertising. Licensee shall not permit exterior of the Property without hav his/her designees wliii._approval may Licensee shall,;tt, its so decoration, adve times. re Ordin of this Lie advertising matt the Property Yin 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 ecutive Vice President National Marine Manufacturers Association, Inc. 9050 Pines Boulevard Pembroke Pines, FL. 33024 Attention: Cathy Rick -Joule National Marine Manufacturers Association 231 S. LaSalle St i to #2050 Chicago, IL 60604 Attn: Ben W(4 Craig Boskey, ' or Vice President, & CFO athan T. Howe, Esq. we & n, Ltd. 20" Wac r., Suite 4200 Chime 60606 vertising tter to be placed upon the Ifie approval of the Director or y withheld, at his sole discretion. install, provide, maintain such sign, as may be permitted hereunder in good ensee must further obtain approval from all jurisdiction, and must comply with all applicable thefgn Regulations in the City of Miami Code and Zoning .-Dade County Sign Code, as applicable. Upon the cancellation e shall, at its sole cost and expense, remove any sign, decoration, r other thing permitted hereunder from the Property. If any part of 35 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 havtaccess, reasonable times, to City contracts and all documents, records and repor4maintained an generated pursuant �" to this License, pursuant to the provisions of ' , " "' including compliance with the provisions of S' on 1l01, Florida Sautes, entitled "Contracts; public records" and agrees to allow acc g by the City and the public to all 36. Compliance with Laws. Licensee aIlor authorized nets agree 'comply with all applicable laws, codes (incl but note` 'ted to, the Florida Building Code as it may be amended), ordinances and re "ons enacted or ' +`` gated by federal, state, county, and city gov ludingthetprovtsttswt=R?� - Charter and Code of the City. Licensee and/or comply with reasonable directives of the City Manager. 37,r. onillct of st. Li , ee is aw` a of the conflict of interest laws of the City (Miami City Code Chapter 2, , Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the Statif 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk ancestry or nati action to treated during color, not be limit+ "r ctuitment or re of 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 thati[,see does not and will not engage in discriminatory practices and that there shall with Licensee's use of the Property on account color, sex, roll n, age, handicap, marital status or national origin. no diacrfrnination in connection 39. No Discrimination in Hiring. In the performance of this License or any ext.,i a thereof, Licensee and/or its authorized agents shall not discrixnirrat* .ainst any tpployee or applicant for employment because of age, sac, sexual one t' i ce, color, religion, familial status, or its autrized agents will take affirmative applicants "'are employed and that employees are fairly without regard.‘ their age, sex, sexual orientation, race, national origin. Such action shall include, but wing: employment, upgrading, demotion or transfer, ing, layoff or termination, rates of pay or other forms 40. Amcz4 u ;"With Disability Act. Licensee' shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City inclwting Title I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and 37 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk standards. Additionally, Licensee 0h011 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 transport, store or dispose of any hazardous waste or substances and that it 1.0 i, •t conduct any activity at the Property or City -owned property in violation lit any app si able Environmental 42. Radon Gas. r Radon is a naturally occurring radioactive-pa<that, when it has accumulated in a building in sufficient quantities, a.. ±resent health risk k ,persons who are exposed to it over time. Levels of radon that e - and state gvj€Iehines have been found in buildings in Florida. Additional information • t<, .' :,radon and radon testing may be obtained from youx„dbWi ublic health'i 43. Time of Eli ly this Licerise busin 44. Waivetr k= Any waver 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 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 38 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 teens 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 as specific pm formance, equitable or injunctiver r ie£ 46. Attorney(s)' Fees. In the event it becomes interpret the provisions of this Li through all trial and appellate levels. 47. waiver e(J,ury rtiT The Paes hereb ex conduct, hereto. Thii Licensee ent may have on this on preced of Miami -Dade County, litigation. However, before pursuing to institutetgal proceedings to enforce or arty gait its own attorneys' fees bly, voluntarily and intentionally waive jury in respect of any action, proceeding or cease, or arising out of, under or in connection with this odification of this License, or any other agreement the Parties in connection with this License, or any course of statements (whether verbal or written) or actions of any party of jury trial provision is a material inducement for the City and into the subject transaction. ingl 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 co emplfted to he performed, executed and/or delivered by the Parties, rties, the Parties a to perform, execute and/or deliver or cause to be performed, executed d/or, des.vered any and all such further acts, deeds and assurances as may be n. _ to con ,+ •; the transactions contemplated hereby. by an instrument in writing by tki� 51. Amendments. No alterations, am endmentsz4modifications h=#1:`"0 shall be valid unless executed morality as this License. Neither this License, nor any term hd[eafi can b an i modified, or abandoned, in whole or in part, an instrumei Yin wntin., . d no subsequent oral agreement shall have : + Wei never. The 'tity Manager is hereby authorized to execute non -substantive City C No Iuterpretii`t e Parties agr ati9rty and eaa aitie.with the sarri this Licenser thout 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. Several) 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 shell 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 aff tfikarties intent for this License, should any provision, section, paragraph, sen d or phrase contained in this License be determined by a court of competent 'sdic be invalid, illegal or otherwise unenforceable under the laws of the S : . F ride or ' ity of Miami, such provision, section, paragraph, sentence, wo or pbrasQ shall be deemA+ed to the modifiable, thin same shall be deemed severable, and in either event, the ring terms and provisions of this License shall remain unmodifiedryi full force and at or limitation of its use. extent necessary in order to conform with su 54. Invalidity. In the even non-matet''provisionf this License shall be held to be invalid for season, sC invalidity Shall not affect the remaining portions of this License and the sarhha11: r ain in full found 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 respective behalf. 58. Limited Protection Clause this License in their The City agrees that it will not license any portion of the Property event for the period commencing (30) days bef (30) days after Licensees last show day (the " Li eting show day; td concluding ;tom Protection Period"). A "competing event is hereby defined as an ev hich has thirty"pet'ut (30%) or more of the total number of exhibitors/booths in the substantially similar to the product lin how that is open toil b[ic shall nev only to the trn "competing event" shows b Final Bolan' y Final 1nce of the Use Fees, costs and charges which are the responsibtX of the Licensee shall be due upon completion of event and payable at g/selling p uct lines the same as or eat; provided however, that as deemed $dompeting event with a show open ermination of whether or not an event is a roduct lines in the proposed events prior ger or Director. scheduled seftl 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) RE.14 on 05/28/2015, 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 letely hold harmless the City of Miami, and to pay all costs related to any +: tion of the above. City acknowledges that Licensee owns various trademarks, inc l • but not limited to "National Marine Manufacturers Association," International Boat Show" and related logos,:,.: take any action inconsistent with Licensee's o 62. Merchandise. Nothing provided in this Sectio merchandise and/or booth giveaways{Such event Lic m selling show related idered to be in competition roperty at the time this License is executed. te�rr/ tAanager or Director to operate any engine or m+pi'or or mac ` t on th erty or use gasoline, propane, or diesel for mechanical or purposes. Ail eparative, terials must be flameproof before the same will be allotveil in the buildi gs aid should have written verification of such flameproof treatment''°' 64. Licensee 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 Submitted into the public Record for item(s) RE.14 on 05 28 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 e occurred, or he reasonably believes are about to occur, and such action to nary to secure the safety and welfare of persons and/or property, and Licensees- aives 'ght and/or claim for damages against the City , its agents or servants, 4 i-su, eientuali 66, City Manager's Discretion. Any matter not expressly provided for herein shal 'thin the reasonable discretion of the City Manager. The City Mang mill when possib °e�d ultimately at its discretion, consults with Licensee. duly execut 3✓+y of the date first al B Signature 44 artier he > . 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 to transact business under the laws of the State of Florida. By. Signature of President Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Print Name By: Signature Print Name Attest: Corporate S Corporate S 45 Print Name of President ATTEST: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE REQUIRE Ann -Maxie Sharp of Risk Man Victoria M6ndq/ City Attorney Submitted into the public Record for items) RE.14 on 05/28/2015, City Clerk CITY OF NIIA.MI, a municipal corporation of the State of Florida ORM AND CORRECTNESS: 46 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk COMPOSITE EXHIBIT "A" LEGAL DESCRIPTION (UPLANDS) 47 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk BOUNDARY SURVEY 48 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016 Submitted into the public Record for item(s) RE.14 on 05 28 2015 City Clerk 7.4E ;Yi'ORMAT1ON=RUVODc"3 ARE 8A5 J Oti THE BEST AVA :_A3jE N7ORMA r1Qh ANO SMOJ".D 3Y CO*:SWE`tt A440XsVA iE iEC 29, 20:4 SK-1 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 4NFORVAllOh PRO'UED A3E BASS3 H.7 3r5: AvALAERE NF AMIN ANC SNG`ua7 94 COfeinE4co AP?OXUATE SK-2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 totb== appended to this Agr 51 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT "E" INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE REVOCABLE LICENSE AGREEMENT NMMYIA/BOAT SHOW AGREEMENT I. Commercial General Liability (Primary and Non Cq;butory) A. Limits of Liability Bodily Injury and Property Damage Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operatipf $1,000,000 Personal and Advertising $1,000,000 IL B. Endorsements Required City of Miamlisted as an additio 1 i sured Contingent Liability & Contractual " { Premises/Operatign3 T ability Business Automobile Liabilit ility ury and Property Damage Liability Single Limit weed, or Schetsuled Autos Borrowed or Non -Owned Autos Accident 4 of Miami listed as an additional insured [IL Word . Compensation Limits f 'ability Statuto Late of Florida Waiver of subrogation $ 1,000,000 Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit 52 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk W. 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 1Vlarine Operators Legal Liability and Protection and Indemnity Jones Act, if applicable $ 10,000,000 $ 10,000,000 $1,000,000 Each Occurrence/Policy Aggregate $10,000,000 City of Miami listed as an VII. Liquor Liability VIII. Hull and_MachiMMMry $1,000,000 per declared value The above policies shal1vide tiie City of Miaith written notice of cancellation in accordance with policy peavislottii.I. Compani ‘tho tdo busin Q in the State of Florida, with the following qualifications, shall i . all insurance lies requtti asbove: e company zz st berated no less than "A-" as to management, and no less than "Class X" as 'nancial Strength, by the latest edition of Best's insurance Guide, published by A.M. Best Com+ �. Oldwie New Jersey, or its equivalent. All policies and /or certificates of insurance are subj to , ew and verification by Risk Management prior to insurance approval. ffi 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXmBIT "I" PERMITTED USES, GOODS, PRODUCTS & EXHIBITOR CATEGORIES 54 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXmIBrr "G" USE FEE PAYMENT SCHEDULE Licensee shall pay to the City the Use Fee plus State of Florida use tax according to the following schedule: A) Upon commencement of the Effective Date of this License: $250,000.00 8) August 1: $250,000.00 C) February 1: Use Fee balance D) By March 31, Licensee will provide a final report on the toteo of Concessions plus State of Florida use tax, if applicable, for the license to use tiled*zProperty and indicate any balance due to the City or balance refundable to the Liut nsee. Atttbalance due the City or refund due the Licensee shall be paid by April 30.14city to pay % o arising net. 55 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT "H" DAMAGE DEPOSIT RELEASE FORM 56 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT B Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Via Electronic Mail April 10, 2015 Mr. Thomas Dammrich President, National Marine Manufacturers Association 231 S. LaSalle Street Suite 2050 Chicago, IL 60604 Re: Public Records Act Request Dear Mr. Dammrich: On behalf of our client, the Village of Key Biscayne, this correspondence is transmitted to you pursuant to Chapter 119, Florida Statutes (the "Public Records Act" or the "Act") and Paragraph 35 of the license agreement between the National Marine Manufacturers Association ("NMMA") and the City of Miami ("City") (the "License Agreement"), and is intended to request from the NMMA documents, records and reports maintained and generated pursuant to the License Agreement between NMMA and the City for the presentation of a boat show on public property located at 3501 Rickenbacker Causeway in Miami, FL and commonly known as Marine Stadium (the "Property"). We respectfully request that, consistent with State law, you promptly produce and make available for inspection and copying, the following "public records": 1. All records related to NMMA's proposed use of the Property pursuant to the License Agreement and for the purpose of presenting a boat show, including site plans. engineering, and parking; All correspondence between the City and NMMA related to City funds that will be used for the development of the Property for the purpose of presenting the boat show. including installation of utilities; 3. All records related to profit-sharing between NMMA and the City pursuant to the License Agreement and the presentation of a boat show on the Property, including income related to the presentation of the boat show, parking or any other joint -venture with the City; 4. All records related to the environmental impact of the boat show on the Marine Stadium basin and the Biscayne Bay Aquatic Preserve, and any proposed mitigation as outlined in the License Agreement; Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 5. All correspondence between the City and NMMA related to the number of years that the City has agreed to allow NMMA to use the Property for the purpose of presenting a boat show; 6. All correspondence between the City and NMMA related to the "occupancy and use period" of the Property, as outlined in Paragraph 6 of the License Agreement and for the purpose of presenting a boat show; 7. All correspondence between the City and NMMA related to the "use of best efforts...to conduct subsequent Shows for future five day periods encompassing President's Day weekends through and inclusive of President's Day," pursuant to Paragraph 6 of the License Agreement; 8. All records related to the presentation of a boat show on the Property in 2020, 2021 and 2022; 9. Any and all permit applications or requests for approvals related to the use of the Property, from January 1, 2014 to April 8, 2015; 10. Any and all permit applications, correspondence, or requests for approvals to the Florida Department of Environmental Protection ("DEP"), Miami -Dade Department of Environmental Resource Management ("DERM"), or the City related to the use of the submerged lands in the basin adjacent to the Property, pursuant to Paragraphs 3 and 9 of the License Agreement; 11. All site plans and engineering plans related to dock construction in the basin adjacent to the Property; 12. All records, opinions and correspondence between the City and NMMA that mention or relate to the restriction in the March 12, 1963 deed of the Property from Miami -Dade County to the City of Miami (the "1963 Deed") that the Property shall be used and maintained for the operation of a "marine stadium and allied purposes only" (the 1963 Deed Restriction). Please note the definition for Public Records in Florida, as defined in section 119.011(11) of the Florida Statutes, includes all documents, papers, letters, memorandum, memoranda of oral communications, e-mails, text messages, Blackberry Messenger messages, maps, books, tapes. photographs, films, sound recordings, data processing software, or other material< regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency. Please be advised that this request is of a time -sensitive nature, and we require the requested records within ten (10) days. With respect to this production,) need to advise you that we believe that most if not all of the documents referenced in this request are maintained in such bi 2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk a manner so that their retrieval does not require the expenditure of extraordinary efforts by your professional staff Finally, please note that if the NMMA maintains that any records under its maintenance and/or control are exempt from production, please provide us in writing with the specific basis for the exemption, including the statutory provision which may form the basis for the exemption. In the absence of any such communication, we will assume that all records shall be produced as they are identified and retrieved. Thank you for your anticipated attention to this matter. If you have any questions, please do not hesitate to contact us at (305) 381-6060. Sincerely John K. Shubin For the Firm cc: John Greco, Esq., Deputy City Attorney, City of Miami Ben Wold, Executive Vice President, National Marine Manufacturers Association Cathy Rick -Joule, VP National Marine Manufacturers Association Boat Shows Mir Bass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT C Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk LAW OFFICES HOWE & HUTTON, LTD. 20 NORTH WACKER DRIVE SUITE 4200 CHICAGO, ILLINOIS 60606-3191 TELEPHONE (312) 263-3001 FAX (312) 372-6685 www.howehutton.com jth@howehutton.com JONATHAN T. HOWE VIA EMAIL: Iiishubin(a�shubinbass.coml Mr. John K. Shubin ShubinBass Professional Association 46 SW 1st Street, 3rd Floor Miami, Florida 33130 WASHINGTON, DC OFFICE 1991 PENNSYLVANIA AVENUE, N.W. SUITE 1007 WASHINGTON, DC 10006 TELEPHONE (202) 466-7252 FAX (202) 566-5829 April 17, 2015 Re: Public Records Act Request/National Marine Manufacturers Association Dear Mr. Shubin: We serve as general counsel for the National Marine Manufacturers Association. Your letter request of April 10, 2015, for response to a Public Records Act Request is respectfully denied. Should you have any questions, please contact me directly. Sincerely, Jonathan T. Howe JTH/jy cc: Mr. Thomas Dammrich, NMMA John Greco, Esq., Deputy City Attorney, City of Miami Mr. Ben Wold, NMMA Ms. Cathy Rick -Joule, NMMA BE3412.DOCX Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT D Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk V I t. . A (E E (} I: k l: Y R 1 S C; A l' December 22, 2014 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED VIA ELECTRONIC MAIL Honorable Mayor Tomas Regalado City Hall City of Miami 3500 Pan American Drive Miami, Florida 33133-5595 Re: Marine Stadium Dear Mayor Regalado. The Village of Key Biscayne is fully supportive of the City's efforts to restore and find an adaptive re -use for the existing Marine Stadium facilities; however, I write to express my sincere concern about the manner in which the City has dealt with the Village in the negotiations with the Miami International Boat Show. Although promised otherwise, the Village has been excluded from the negotiation process. Our total involvement consisted of one very limited briefing by Alice Bravo that was only provided after we requested a meeting with you. We have had to file a public records request just to obtain a copy of the draft agreement between the City of Miami and the Miami International Boat Show. As you know, the Village of Key Biscayne is a significant stakeholder and we do have serious concerns about the size and scope of the proposed project, its traffic and environmental impacts, as well as how the City of Miami intends to deal with the myriad of development restrictions that are in place. The Village has a long history and in depth knowledge of the area, its development limitations, as well as the development opportunities. We are prepared to share this with you and the Miami International Boat Show representatives. We believe we have much to contribute. 88WVest Jlctntvre Street • Kc\v Itisc:ivnc.FIrtrida 3.i1-0 • 01)7) 46i-55O6 • Fax (3t)5) 46i4891 i NI�•It ,. •I t11 \N \, 1111•1:u,l,u , -\I I , 1 t1,,, ,,,1,t1 \Ili I.\Ilp..111 ♦I 14111 %t, ,.1 .\ \U111, I111n,1 (.11 Id •,..,\.1 O,I /.i,.11i\,11 •,1 www kcyltivc. nc.rl.g,n Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Honorable Tomas Regaiado December 22, 2014 Page 2 I would urge you and your staff to be transparent and forthcoming about the City's plans and include the Village in the process and negotiations. This will be the only way to accomplish a timely and successful project that will be in the best interests of all constituents. I look forward to working with you. Sincerely, Mayra Peria Lindsay Village Mayor cc: Members of the City of Miami Commission Members of the Village of Key Biscayne Council Daniel J. Alfonso, City Manager Alice Bravo, Deputy City Manager / Chief of Infrastructure John C. Gilbert, Village of Key Biscayne Manager Stephen J. Helfman, Esq., Village of Key Biscayne Attorney Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Exhibit D Filing # 27651980 E-Filed 05/22/2015 04:40:22 PM Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk VILLAGE OF KEY BISCAYNE, a Florida municipal corporation, Plaintiff, vs. NATIONAL MARINE MANUFACTURERS ASSOCIATION, a Delaware nonprofit corporation, Defendant. IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA CIRCUIT CIVIL DIVISION CASE NO. 15-009160-CA-01 (11) PLAINTIFF'S MOTION FOR LEAVE TO AMEND COMPLAINT Plaintiff, VILLAGE OF KEY BISCAYNE, FLORIDA (the "Village"), by and through undersigned counsel, hereby seeks leave pursuant to Rule 1.190, Florida Rules of Civil Procedure, to file an Amended Complaint ("Amended Complaint") and, in support thereof, states as follows: 1. Plaintiff hereby seeks leave to file and serve the Amended Complaint attached hereto as Exhibit 1. 2. Florida Rule of Civil Procedure 1.190(a) in pertinent part provides that when "a party files a motion to amend a pleading ... [I]eave of court shall be given freely when justice so requires." Rule 1.190 is consistently interpreted to "allow free and liberal amendments to pleadings unless it appears that the privilege to amend will be abused." Gerber Trade Finance, Inc. v. Bayou Dock Seafood Co., Inc., 917 So. 2d 964, 968 (Fla. 3d DCA 2005). Thus, leave to ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 2015-009160-CA-01 (11) amend should be granted unless "the privilege is abused, the opposing party will be prejudiced, or amendment would be futile." Id. Moreover, Florida courts have held that "[l]eave to amend shall be freely given, particularly where the amendment is based upon the same conduct, transaction and occurrence which is the basis of the plaintiff's original pleading." El Toro Exterminator of Fla., Inc. v. Cernada, 953 So. 2d 616, 618 (Fla. 3d DCA 2007). Where there is doubt, "the court should resolve any doubts in favor of amendment." Id. 3. Here, Plaintiff seeks leave of the Court to file the Amended Complaint to include an additional party — the City of Miami — based on the same conduct, transactions and occurrences which are the basis of the Plaintiff's original pleading. 4. Moreover, allowing the Plaintiff to file the Amended Complaint would not prejudice Defendant, NATIONAL MARINE MANUFACTURERS ASSOCIATION in this action. This case has not been set for trial, no depositions have been taken. WHEREFORE, Plaintiff respectfully request that the Court grant Plaintiff leave to file the attached proposed Amended Complaint, and for such other relief as this Court deems proper. 2 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 2015-009160-CA-01 (11) Respectfully submitted, SHUBIN & BASS, P.A. Counsel for Plaintiff 46 S.W. First Street, Third Floor Miami, Florida 33130 Telephone: (305) 381-6060 Facsimile: (305) 381-9457 jshubin@shubinbass.com idemello@shubinbass.com eservice@shubinbass.com By: /s/ John K. Shubin John K. Shubin, Esq. Florida Bar No. 771899 Ian E. DeMello, Esq. Fla. Bar No. 105097 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was served via electronic mail this 22nd day of May, 2015 as follows: Mr. Alan T. Dimond, Esq. Mr. Timothy A. Kolaya, Esq. GREENBERG TRAURIG, P.A. 333 S.E. 2nd Ave., Suite 4400 Miami, Florida 33131 dimonda(gtlaw.com fernandezfergtlaw.com kolatat@gtlaw.com belloy(igtlaw.com FL S ery i ce!u gtlaw. com Counsel for Defendant NMMA /s John K. Shubin 3 ShubinBass Attorney Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Exhibit 1 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA CIRCUIT CIVIL DIVISION CASE NO. 15-009160-CA-01 (11) VILLAGE OF KEY BISCAYNE, a Florida municipal corporation, Plaintiff, vs. NATIONAL MARINE MANUFACTURERS ASSOCIATION, a Delaware nonprofit corporation, and the CITY OF MIAMI, a Florida municipal corporation, Defendants. AMENDED COMPLAINT Plaintiff, VILLAGE OF KEY BISCAYNE (the "Village"), by and through undersigned counsel, hereby files this Amended Complaint against Defendants NATIONAL MARINE MANUFACTURERS ASSOCIATION ("NMMA") and the CITY OF MIAMI ("City" or "Miami") and states as follows: INTRODUCTION 1. Through this lawsuit, the Village seeks compliance by the NMMA and Miami with Florida's Public Records Act (Chapter 119, Florida Statutes) (the "Act") where NMMA expressly and contractually agreed to be bound by the Act, as clearly required by § 119.0701, Florida Statutes, and where it is clearly acting on behalf of Miami in permitting and developing the Miami International Boat Show (the "Boat Show") on City -owned property. Moreover, the ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 15-009160-CA-01 (11) Village is seeking to have this Court declare the underlying License Agreement between NMMA and Miami void ab initio because it was negotiated in violation of Florida's Government -in -the - Sunshine Law and in contravention of certain Miami -Dade County zoning requirements which are designed to address projects, like the Boat Show, which have county -wide impact. As such, the Village seeks to vindicate not only its own interest in ensuring transparency in local government, but the public's right to the open government requirements which are bedrock constitutional and statutory requirements in the State of Florida. GENERAL ALLEGATIONS 2. The Village is an island community occupying the central portion of Key Biscayne, a barrier island that the Village shares with county and state parks. Access from the mainland to Key Biscayne is via a single roadway, the Rickenbacker Causeway. Along the Rickenbacker Causeway, between the mainland and Key Biscayne, lies Virginia Key, an approximately 800 acre barrier island that consists primarily of government -owned land designated for parks and recreation use and which is within the jurisdiction of the City. 3. Miami constructed and operated an outdoor waterfront amphitheater ("Marine Stadium") on a 61+/- acre portion of Virginia Key (the "Property") until approximately 1992. Marine Stadium and other improvements to the Property have long been in a state of disrepair and disuse. In recent years, Miami has entertained various initiatives for the revitalization of the Marine Stadium and the Property. 4. To this end, on November 20, 2014, Miami directed its City Manager to negotiate directly with NMMA for the production of the Boat Show on the Property. Thereafter, on January 8, 2015 the Miami City Commission (the "City Commission") voted to enter into a License Agreement with NMMA to use the Property for the Boat Show commencing in early 2 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 15-009160-CA-01 (11) 2016 ("License Agreement") (a copy of the resolution and License Agreement are attached hereto as Composite Exhibit A). The License Agreement, however, was negotiated behind closed doors and without compliance with Florida's Government -in -the -Sunshine Law, § 286.011, Florida Statutes (the "Sunshine Law"). 5. Pursuant to the express terms of the License Agreement, as originally drafted and approved by the City of Miami, NMMA was required to agree and acknowledge that NMMA's records would be public records subject to the Act and that the public would have access to all documents, records and reports maintained and generated pursuant to the License Agreement, as required by Fla. Stat. § 119.0701. The Village has requested that NMMA produce public records related to the License Agreement, but NMMA has expressly refused to do so. 6. Now, however, NMMA and Miami are attempting to amend the License Agreement so as to improperly nullify NMMA's obligations to comply with the Act (a copy of the proposed amendment is attached as Exhibit B). 7. A vote is currently scheduled for May 28, 2015 on NMMA and Miami's amendment to the License Agreement. 8. This action seeks to force compliance with the Act by Miami and NMMA and to compel production of the requested documents so that the "closed door" circumstances surrounding the License Agreement, and the efforts of NMMA to develop City -owned property, can be brought into public light. 9. All conditions precedent to the filing of this lawsuit have occurred, have been waived, or have been satisfied as a matter of law. 10. The Village has retained the undersigned law firm for the purpose of bringing and maintaining this action, and it is obligated to pay a reasonable fee for counsel's services and for 3 4 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 15-009160-CA-01 (11) the costs of bringing the action. Section 119.12, Florida Statutes, provides for an award of attorney's fees when records are successfully sought from an entity that refuses to produce them. PARTIES, JURISDICTION AND VENUE 11. The Village is a municipal corporation organized under Florida law and is located in Miami -Dade County. 12. NMMA is a Delaware nonprofit corporation authorized to do business in Miami - Dade County and which regularly conducts business in Miami -Dade County. 13. Miami is a municipal corporation organized under Florida law and is located in Miami -Dade County. 14. This Court has jurisdiction over this matter pursuant to both §§ 26.012 and 119.11, Florida Statutes. 15. Venue is appropriate in Miami -Dade County pursuant to § 47.011, Florida Statutes. COUNT I COMPLIANCE WITH PUBLIC RECORDS ACT (AGAINST NMMA AND MIAMI) 16. The Village incorporates and re -alleges the allegations set forth in paragraphs 1 through 15. 17. On April 10, 2015, the Village transmitted its request for public records pursuant to the Act to NMMA. A copy of said request is attached hereto as Exhibit C. 18. In its request, the Village requested the following public records: a. All records related to NMMA's proposed use of the Property pursuant to the License Agreement and for the purpose of presenting a boat show, including site plans, engineering, and parking; 4 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 15-009160-CA-01 (11) b. All correspondence between the City and NMMA related to City funds that will be used for the development of the Property for the purpose of presenting the boat show, including installation of utilities; c. All records related to profit-sharing between NMMA and the City pursuant to the License Agreement and the presentation of a boat show on the Property, including income related to the presentation of the boat show, parking or any other joint - venture with the City; d. All records related to the environmental impact of the boat show on the Marine Stadium basin and the Biscayne Bay Aquatic Preserve, and any proposed mitigation as outlined in the License Agreement; e. All correspondence between the City and NMMA related to the number of years that the City has agreed to allow NMMA to use the Property for the purpose of presenting a boat show; f. All correspondence between the City and NMMA related to the "occupancy and use period" of the Property, as outlined in Paragraph 6 of the License Agreement and for the purpose of presenting a boat show; g. All correspondence between the City and NMMA related to the "use of best efforts...to conduct subsequent Shows for future five day periods encompassing President's Day weekends through and inclusive of President's Day," pursuant to Paragraph 6 of the License Agreement; h. All records related to the presentation of a boat show on the Property in 2020, 2021 and 2022; i. Any and all permit applications or requests for approvals related to the use of the Property, from January 1, 2014 to April 8, 2015; j• Any and all permit applications, correspondence, or requests for approvals to the Florida Department of Environmental Protection ("DEP"), Miami -Dade Department of Environmental Resource Management ("DERM"), or the City related to the use of the submerged lands in the basin adjacent to the Property, pursuant to Paragraphs 3 and 9 of the License Agreement; k. All site plans and engineering plans related to dock construction in the basin adjacent to the Property; 1. All records, opinions and correspondence between the City and NMMA that mention or relate to the restriction in the March 12, 1963 deed of the Property from Miami -Dade County to the City of Miami (the "1963 Deed") that the 5 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 15-009160-CA-01 (11) Property shall be used and maintained for the operation of a "marine stadium and allied purposes only" (the "1963 Deed Restriction"). 19. On April 17, 2015, NMMA responded to the public records request in writing and expressly declined to produce any public records. A copy of NMMA's response is attached hereto as Exhibit D. 20. The requested documents are "public records" as defined by § 119.011(5), Florida Statutes and are subject to disclosure pursuant to the Act. Specifically, they are subject to disclosure pursuant to § 119.0701, Florida Statutes. 21. The requested documents are not subject to any exceptions to the Act. 22. Pursuant to § 119.0701(2), Florida Statutes, Miami must include a provision in the License Agreement that requires NMMA to comply with public records laws. 23. Pursuant to § 119.0701(3), Florida Statutes, Miami must enforce the public records law provisions in accordance with the License Agreement. 24. Accordingly, NMMA is obligated to produce the requested documents. 25. NMMA is attempting to immunize itself from the requirements of the Public Records Act by amending its License Agreement with Miami. 26. Miami, in violation of § 119.0701, Florida Statutes, is assisting NMMA's efforts to circumvent its obligation to produce public records by changing the terms of the License Agreement. 27. The Village is entitled to the requested documents as a matter of law. 28. Pursuant to § 119.11, Florida Statutes, the Village is entitled to an expedited hearing compelling the production of the requested documents and compelling compliance with the Act. 6 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 15-009160-CA-01 (11) WHEREFORE, the Village of Key Biscayne demands a judgment in its favor: (a) determining that the National Marine Manufacturers Association must comply with Florida's Public Records Act with respect to the Village's request, and with respect to any request from the public, related to the License Agreement or the Boat Show; (b) ordering the National Marine Manufacturers Association to respond to the Public Records Act requests received within twenty-four hours of the judgment; (c) determining that Miami must comply with § 119.0701, Florida Statutes and enforce the public records law provisions of the License Agreement; (d) determining that Miami cannot simply alter the License Agreement to exclude NMMA from the disclosure requirements under § 119.0701, Florida Statutes; (e) awarding the Village of Key Biscayne, Florida its attorneys' fees and costs, pursuant to § 119.12, Florida Statutes, incurred in bringing this action; and, (f) awarding such other relief and equitable adjustments as the Court deems warranted. COUNT II DECLARATORY RELIEF DECLARING THE LICENSE AGREEMENT VOID (VIOLATION OF THE SUNSHINE LAW) (AGAINST NMMA AND MIAMI) 29. The Village incorporates and re -alleges the allegations set forth in paragraphs 1 through 15. 30. This is an action for declaratory relief pursuant to Chapter 86, Florida Statutes declaring the License Agreement void due to violations of the Sunshine Law. 31. The public records requested in Count I of this Complaint are necessary because NMMA negotiated the License Agreement with Miami in violation of the Sunshine Law. 32. More specifically, at a public hearing held on November 20, 2014, the City Commission authorized Miami's City Manager and his financial team (together the "Closed 7 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 15-009160-CA-01 (11) Door Team") to negotiate "as the City of Miami" directly with NMMA to form an agreement concerning the Boat Show. 33. The Village made numerous attempts to ascertain the meeting dates of the Closed Door Team and NMMA so as to participate in the negotiations. 34. On December 22, 2014, the Village sent correspondence to Miami requesting to participate in the Closed Door Team's meetings with NMMA and advising that the Village had been excluded from such negotiations, a copy of which is attached hereto as Exhibit E. 35. Despite the efforts of the Village to participate in the Closed Door Team's meetings with NMMA, the Village was not permitted to participate. 36. In contravention of the Sunshine Law, legally sufficient notice was not given and public meetings were not held concerning the Closed Door Team's meetings with NMMA. 37. Rather, all negotiations between the Closed Door Team and NMMA were done in private and in violation of the Sunshine Law. 38. The negotiations between the Closed Door Team and NMMA resulted in the License Agreement. 39. The License Agreement was negotiated in violation of the Sunshine Law. See Fla. Att'y Gen. Op. 94-21 (1994). 40. Because the License Agreement was negotiated in violation of the Sunshine Law, it is void ab initio. WHEREFORE, the Village of Key Biscayne, Florida demands a judgment in its favor: (a) declaring the License Agreement void ab initio; (b) enjoining NMMA and Miami from commencing any permitting or construction activities pursuant to the License Agreement; and, (c) awarding such other relief and equitable adjustments as the Court deems warranted. 8 J ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CASE NO. 15-009160-CA-01 (11) COUNT III DECLARATORY RELIEF DECLARING THE LICENSE AGREEMENT VOID (FAILURE TO OBTAIN RECOMMENDATION OF THE MIAMI-DADE COUNTY DEVELOPMENT IMPACT COMMITTEE) (AGAINST NMMA AND MIAMI) 41. The Village incorporates and re -alleges the allegations set forth in paragraphs 1 through 15. 42. This is an action for declaratory relief pursuant to Chapter 86, Florida Statutes declaring the License Agreement void due to the failure to obtain a recommendation from Miami -Dade County's Development Impact Committee. 43. Upon information and belief, the Boat Show project authorized by the License Agreement is a project of such a nature and size that its approval is subject to obtaining a recommendation from Miami -Dade County's Development Impact Committee pursuant to § 33- 303.1, Miami -Dade County Code of Ordinances. 44. Upon information and belief no recommendation has been sought from or given by Miami -Dade County's Development Impact Committee. 45. Therefore, the License Agreement was executed prematurely and is void until such time as a recommendation is obtained from Miami -Dade County's Development Impact Committee. See O'Connor v. Dade Cray., 410 So. 2d 605, 605 (Fla. 3d DCA 1982). WHEREFORE, the Village of Key Biscayne, Florida demands a judgment in its favor: (a) declaring the License Agreement void ab initio; (b) enjoining NMMA and Miami from commencing any permitting or construction activities pursuant to the License Agreement; and, (c) awarding such other relief and equitable adjustments as the Court deems warranted. 9 ShubinBass Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Dated: May 22, 2015 CASE NO. 15-009160-CA-01 (11) Respectfully submitted, SHUBIN & BASS, P.A. Counsel for Plaintiff 46 S.W. First Street, Third Floor Miami, Florida 33130 Telephone: (305) 381-6060 Facsimile: (305) 381-9457 jshubin@shubinbass.com idemello@shubinbass.com eservice@shubinbass.com By: /s/ John K. Shubin John K. Shubin, Esq. Florida Bar No. 771899 Ian E. DeMello, Esq. Fla. Bar No. 105097 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was served via electronic mail this 22nd day of May, 2015 as follows: Alan T. Dimond, Esq. Timothy A. Kolaya, Esq. GREENBERG TRAURIG, P.A. 333 S.E. 2nd Ave., Suite 4400 Miami, Florida 33131 dimonda(a gtlaw.com fern and ez fe (aegtl aw .com kolatat(ii>,gtlaw.com belloyrd;:gtlaw.com FLService(agtlaw.com Counsel for Defendant NMMA /s John K. Shubin 10 ShubinBass Attorney Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk COMPOSITE EXHIBIT A Date: 12/22/14 Commission Meeting Date: 1/8/ l5 Type: ® Resolution ❑ Ordinance Ei Other Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk AGENDA ITEM SUMMARY FORM FILE ID: 14-01271 Requesting Department: Dept. of Real Estate & Asset Mgmt. District Impacted: 2 ❑ Emergency Ordinance ❑ Discussion Item RE.9 Law Department Matter ID No. 14-2841 Subject: Resolution authorizing. Revocable License to National Marine Manufacturer's Association for the Miami International Boat Show. Purpose of Item: Resolution authorizing the issuance of a Revocable License to National Marine Manufacturer's Association for the purposes of presenting the Miami International Boat Shaw at property located on Virginia Key, more particularly the areas surrounding the Miami Marine Stadium. Background Information: Budget Impact Analysis YES Is this item related to revenue? NO Is this item an expenditure? If so, please identify funding source below. General Account No: Special Revenue Account No: CIP Project No: NO Is this item fended by Homeland Defense/Neighborhood Improvement Bonds? Start Up Capital Cost: Maintenance Cost: Total Fiscal Impact: CIP If mina or raxivin* capital funds Grants Purchasing Chief G c!4 Final Aoarovals (SIGN AND DATE) Budget /+N d Risk Managemen Dept. Director City Manages ciCc- Page 1 of 2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk SUPPLEMENTAL PAGE Subject: Resolution to negotiate and execute a Revocable License between the City of Miajni ("City") and National Marine lYlanufacturer's Association Inc.. (`Licensee"). for the Miarni International Boat Show ("Show") at Virginia Keys Backgronnd information: The City is the owner of the real property Virginia Key that includes the upland and submerged lands collectively the ("Property"). National Marine Manufacturer's Association Inc., ("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 finanrial success through excellence in manufacturing, selling and servicing their customers. The Licensee desires to use a portion of the Property to present to the public and operate the Miami International Boat Show ("Show"). The City and Licensee (the "Parties") desire and intend to enter into a Revocable License ("License") for the use of the Property. This License is not assignable, is not for a fixed term and is terminable or revocable at -will by the City Manager and without the consent of the Licensee. In addition, the License does not transfer an interest, a right to use for any general purpose, or any right to exclude the City from any right, in real property including any leasehold interest in real property owned by the City. This License permits only certain, enumerated, specific and listed permitted uses and does not permit anything other than the permitted uses defined in the License. In exchange for the License the Licensee shall pay an annual payment of approximately one million one hundred thousand (S1,100,000.00) dollars ("Use Fee") and fifty percent (50%) of the income resulting from any and all food and beverage concessions at the Boat Show or any off -site properties, to the City. Page 2 of 2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk City of Miami Legislation Resolution City Hall 3600 Pen American Drive Mtamf, FL 33133 www.miamigov.cam %lia Number 14-01271 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTEA 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 NET 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 ATTORNEYS APPROVAL. WHEREAS, the City of Miami ("City") is the owner of the real property of Virginia Key, that includes the upland and submerged lands (collectively, the "Property"); and WHEREAS, the National Marine Manufacturer's Association, Inc., a Delaware not -for -profit Corporation ("Licensee"), is engaged in the business of presenting both national and international boat show events, representing more than one thousand four hundred (1,400) companies involved in various productions used by recreational boaters, and is dedicated to creating, promoting, and protecting a safe and productive environment In which its members can achieve financial success through excellence 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 3600,000,000.00 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 businesses sell more than 3300,000,000.00 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 City of Miami Page 1 of 3 F7le kL 14-01271(Versian: 1) Printed On: 12/29/2014 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk File Number: 14-01271 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; WHEREAS, the City and Licensee desire and intend to enter into a Revocable License ("License") for the use of the Property; and WHEREAS, this License is not assignable, is not for a fixed terrn, and is terminable or revocable by the City at -will; and WHEREAS, this License is revocable at -will by the City Manager and without the consent of the Licensee; and WHEREAS, this License does not transfer any interest in real property, Including any leasehoid interest in real property owned by the City; and WHEREAS, this License permits only certain, enumerated, specific, and listed permitted uses on specified dates, and does not permit anything further; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth In this Section. Section 2. The City Manager is authorized(1) to execute a License, In substantially the attached form, with Licensee, for the use of a portion of the Property, to be used for the purposes of presenting to the public the Boat Show, and its related activities at an annual payment of one million one hundred thousand dollars ($1,100,000.00), and fifty percent (50%) of the net 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 CityAttorney'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 Footnotes: City of Miami Page 2 of 3 File 14 14-01271 (Yeiaiart: 1) Printed On: 12 29 2014 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Rio Number, 14-01271 (1) The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attomey, 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 Mini Page 3 of 3 File 1d• 14-01171 (Version: 1) Printed On: 12/29/2014 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk REVOCABLE LICENSE ISSUED BY CITY OF NATIONAL `i;ro, MANUFACTURER'S ASSOCIATION F A PORTION OF PROPERTY INIA KEY UPLAND AND SUBMERGED LANDS MIAMI, FLORIDA Submitted into the public Record for item(s) RE.14 on 125j2A2015, City Clerk REVOCABLE LICENSE This Revocable License ("License") is entered this 2015, ("Effective Date") by and between the City of Miami, the State of Florida (the "City""}, and National Marine M ("Licensee"), a Delaware not -for -profit corporation wi at 231 South IaSalle Street, Suite 2050, Chicago, Illini RECITA WHEREAS, the City is the owner includes the upland and submerged lands collective WHEREAS, the licensee Yap and international boat show events; (1,400) companies involved in vario dedicated to cre which its mp i selling and servicing over day of 'pal corporation of Association Inc. 'pal place of business e reaf operty Virginia Key that (" Preps'); and ed in the businet of presenting both national thousand four hundred more th by recreational boaters, and is ting, and priitecting a and productive environment in c financial ycces through excellence in manufacturing, Cuittriners. and the *Licensee desires' to use a portion of the Property to present to the WHEREAS `e Boat W South Florida ational Boat Show ("Boat Show"); and ow will celebrate its 75th anniversary in 2016 and for induced in Miami; and Boat Show generates over $600,000,000 in economic benefit to ear; and WHEREAS 1,500 businesses that call Miami home depend upon the Boat Show, and Florida businesses sell more than $300,000,000 of product at the Boat Show; and Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 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 Iatest and most innovative new boating products; and WHEREAS the Boat Show fills 200,000 hotel room is and WHEREAS the Boat Showprovides the uivvl of 56,500 full time jobs; � ,,3 WHEREAS, the City and Licensee ("the Parties") t sire an ztend to enter into a Key upldand submerged Revocable License for the use of a portion o lands, Miami,11orida; and WHEREAS, this License is not assignaly WHEREAS, this License is revocable at-wi the City Manager and without the consent of the Licensee pursti zttto the notice provile► ons of Section 18 herein as applicable; and WHEREAS, this general purpose, including an �. i • ld u WHE real propattrf any WRF License do not ^„r t`erest, a right to use for any the City from any right in real property, st in real prorrty owned by the City; and e does not convey, confer or transfer a right to use any does not convey, confer or transfer any right to e the City froth hny realo perty; and WIIEREAS,". its License permits only certain, enumerated, specific and listed permitted ices and do not permit anything further, and WRF,Iit, ; 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: Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 1. Recitals. The foregoing recitals are hereby incorporated and made a part of this License. 2. Definitions. a) "City Manager" is the City Manager for the City off Miami. b) "City" shall mean the City of Miami, a Floridsaicipai corporation, for purposes of this License m day to day d cis1bns the City shall mean the "City Manager," unless a different Gr body ("official is specifically designated in this Agreement. c) "Board of Trustees for In t Improvements Trust FotdZi" hereinafter "TII TF") shall refer to the state cy owns state-oned lands and administers these state owned 1 its administrative agency, the State of Florida D ent of En Protection (`DEP"). d) "DEP" shall mean f Florida 0 rtment of Environmental Protection, which is th o ernitt overseeing the administration of state n`` ed submerg on be f of TI111:. "Director"sh 11 mean the ector of the City of Miami's Department of ense is the date of execution of the License by 11 .....,.«....il applicable requirements of federal, state envi onmental, 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 ter Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the 3 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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. "Force Majeurc" means an event whereby the Property, or any portion thereof, shall be destroyed or damaged, as human control, including but not limit f any event beyond is of national security, national emergency acts of God, war, acts °. threats of terrorism, Government regulation, strikes '{0tl ( than s of Licensee's employees), fire or other na al cal= ,'ty, disorder,'« +bedience, curtailment of transportation fat~ 1 i ea , ce, or any - ` «� ces which makes it inadvisable, illegal, ar Isr `..Ile for Licensee to perform its obligations under "Gross Receipts" revenue recoiled by the Licensee derived directly from busincs � • a ��; ; n, consummated, initiated or , inclu g business made or perfbtme d by or mechanical or other vending devices, conclude -On or at the er suoh.. sales shall be credit or cash sales or otherwise. Gross ptbpre��by: ' (i) cash or credit refunds for returned a�� � � all ° 'ded said amounts had been previously included as part i) amount of any sales or excise tax levied upon any tals and/or services rendered and payable to the appropriate tal authority, (iii) exchanges of merchandise between different ns of Licensee; (iv) gratuities paid to employees; and (v) interest ed 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk percentage or a 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) days prior to the start to fourteen (14) days after the end of the Boat Show. "Parking Income" shall have the meaning as "Percentage Fee" shall have the meaning "Permitted Uses" shall mean the occupy ey and `utiti f the Property for the following primary and ancillary +..'ea*further din Exhibit "F", which complies with the ring Code. acifically this involves the presentation o SHOW and its affiliated componen o) "Property" shall 1.811 approximately and twenty six (26) aes'ofubrnerged Virginia Key, Miami, sing the ads Burro it in Section 24, o it in Section 7A. INTERNATOAL BOAT oat Show"). bR, three (23) acres of upland landsned by the City located at cularly described in Exhibit g the Marine Stadium and the perty locate4 on the east side of the Miami -Dade County Department ( ASD) Treatment plant. ascribed to it in Section 8. ds" shall mean the water basin abutting the City -owned uplandrortion cif:: Virginia Key, Miami, Florida. "Submer ed Lands Area" shall refer to any demarcated water area, should they becpme available, abutting the Property and proposed for commercial public use by the Licensee and/or its patrons. s) "tYse 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Manager or his/her designee, which consent may be conditioned or withheld in the sot% d:setion of the City Manager or his/her designee. The Property shall be used and occupied' Licensee so'sky for the purposes of presenting the Boat Show, selling, usin or displaying any goods and/o products related to the Boat Show (such as boats, engines, marine, accessories and/products that have a marine application), including those goads, s races, products and supplies used and recreatt4ia11 boating on, to, or from the t to sell, :fis9or display any goods or 'tted Uses"). Subject to allapplicable zonin: ' , ces, ensee shall at all times, have the right to p •.. .:advertise and display within the Property during the Boat Show: (i) the goods and produ a * and theczame and logo° any third party with whom Licensee has entered 1n agre relating toTffilsale and use of such products by Licensee on or in'the Prop ') than s and products and the name and logo of any sponsor of how; and (iii) tI ame ari ogo of any charity organization with which Licensee is assoei in, or which service, the marin Property, and to grant to third products on, to, or from the property Ai cts,splays, goods, and advertisements are permitted, subject to the approval of'` Manager or designee which approval shall not be unreasonably withheld. Li 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 ing 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 fiuiv 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 Rn ble law that prevents Licensee from: i) selling, maing or displaying these goody , ` ducts; or ii) promoting, advertising or displaying such sponsors on the Pro d tae Show. If the City Manager does not disapprove the list(s) within bixsiness ciao f receipt of same, said list will be deemed approved for purposesthis Section 3 of Permi Should the Licensee require the use °fillSubm#04 Lands abuttthe Property for its activities for a water -dependent commercial us the Licensee shall apply and City shall, at no cost or expense City, assist w.any required applications to T1riF/DEP for a Temporary Use . "TUA") and merged Land Lease for q�F the benefit of the Licensee. The Licensee sh to pay for all costs, fees, and expenses associa Submerged fees required to I?EP 4 the applicatl'to Ti1TF for a pass -through TUA and e (")4EP Lease") the City, including but not limited to survey and idernarcate the p osed Submerged Lands Area according to ees, if any, TUA and Submerged Land Lease P lease fees. The use of the Submerged Lands Area of the of TITTF/DEP for a Temporary Use Agreement and/or Subs ed Lands to the City, as applicant and shall be subject to any restrictions set ford( /D for the use of said Property, as more particularly described in prospective E.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 Submitted into the public Record for item(s) RE.14 on WlgagLs, 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 otherwise mind to support an event of this magnitude with regard to off -duty law enf solid waste services to haul away solid -waste on a areas (large open -top bins). Licensee will be janitorial company to provide all necess Licensee will be allowed to secure access to during the Show to provide security for vessels 4. Manner of Property Use. Licensee's use of the Propert ,is no t Licensee acknowledges and agrees to abide by .$ i, .a� and obligati as set fo in the services to be provided, the manner of o- Lion, ustrcfcreas and rt:_.tenance and utility obligations, provided however, the Cienter into anot�ier License or other similar Agreement on this Pm a+art at won disrupt Licensee's ability to operate on the Property and/ f tthIS Submeir . Lands Area so long as this License is in effect., No other City lessee o censee may use space on the property in competition with)e goat Show during the five (5) days of the Boat Show event. -rescue personnel, and designated garbage b?e for hirin.,security firm and to perform cuat+ a•arm services. t to the porary dock e Stadium Th%icensee tiyill be allowed to use the property for the purpose of conducting the Show for ia.'5,zv (5) day period encompassing President's Day Weekend. Admission E by the public to 'The Boat Show shall be no earlier than 10:00 am and no later than 8:00 pm on the designated Show dates (Thursday through Monday of President's Day weekend on any given year). Exhibitors and Contractors may enter the Property beginning at 6:00 am. NMMA Staff will have 24 hour access to Show Property during the License Period. Licensee will ensure that individuals who have boats docked in the Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk various marinas throughout the Property will have full access to their boats before 9:00 am and after 8:15 pm on the days of the Boat Show. Marina customers will have full access to their boats during all. operational hours of the marinas during the Setup and Takedown periods. The Licensee will be permitted access to the Property to set Up and erect necessary equipment up to twenty one (21) days before the comtn.ement of the Show, The Licensee will be permitted access to the Property to r 6ver e down equipment up to fourteen (14) days after the final date of the S If necess, additional time may be provided subject to City Manager approval hich shall not be unroa ably withheld. If additional time is required by NMMAteNIMIMA will 'have to work am a ' any events that the City may have scheduled to avoid impacbity revenues, or may otherwise compensate the City for impactrevenues. The Cyr will not unreasonably restrict access to NMMA for Setup. The L" as no right to the Property at any other time or date. veries o retainers, equipment, vessels, etc. the staging =a which is the portion of the Property located Department D) Treatment facility. During the Setup fka-f re -shipped items to the staging area will be 8:00 pmand 6:00 am so as to minimize traffic disruptions Rickenbackeseway Licensee will be required to hire off -duty law- enfent officersas determined by the City to help minimize traffic disrupts Contain r equipment, vessels, etc. will be released from the staging area and moved td a exhibition space area (areas adjacent to the Marine Stadium) in a manner that do `' of disrupt traffic on the Rickenbacker Causeway. To the maxima .extent possible for the show shall be taketiJ` east of the Watet td Sew S :.k and Tak wn pens a i t 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk relicense, remarket, and or provide the space for another user willing to pay or generate the same or higher Use Fee. In the event of such conditions are met, the City shall credit the Licensee for all Use Fees that are paid by subsequent Licensee. Otherwise, Licensee will be responsible for full payment of all required Use fees. B. Reduction of Upland Space. The City may at its sole discretion, redu Show by providing written notice to Li de do less th prior to the event date without penalty to Licensee. To the ext upland space is reduced by more tli ten patent (10%) aro tten notice, the Use Fee will be reduced proportionately. cluction of 10%* q1 s of upland space around the stadium subject to prior twelve (12) mon marine stadium will have reduction of space materially because it i� `z than ten pelt staditrru the determination of terminate the Agreeent without specifie4 Sectii' Any and a whethet t (10%) an the Use l:ee;Further, to the extent the the ability to conduct the show tiguous area around the marine Licensee, Licensee shall have the ability to lity to the City by giving notice in the Food verage, Novelties, Marketing, Private Sector Sales. come received from any Concessions, or any sales at the Boat t the Property or adjacent off -site properties (i.e. Rusty Pelican, etc.) during the Boat Show dates (including Setup and Takedown dates), J +d & 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Beverag The City of Miami reserves the right to restri properties and/or operated facilities. Subject requirements, the City Commission has beverages in conjunction with the right to designate the location of 1 at permits shall be filed with the City Mani commencement of the BaarSbow. i) No glass bottles arc allowed to applicable Pate Y+^ overage Dep to the pub s# n the e event, witlthe exception of privately hosted events. Show, 1 hol sales in all City owned the LICeaisee complying with all tb allow for the sale of alcoholic The City of Miami r es the stations. All ured liquor r at least tea (10) days before the must cease one (1) hour prior !purposes of this Section is/are an authorized ee, are jointly and severally responsible for obtaining all ge permits from the State of Florida Alcohol & ent of Business Regulation. In order to obtain a liquor permit, must follow the guidelines set forth by the State of Florida and with'g with all State of Florida Licensing, City Code and Zoning Ordinan 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 will be required to use wristbands to idea ity operated facilities ers oi'tbga1 age. Failure to comply with this rule, whether by the -concessionaire or their reen . tive, may result in the immediate cancellation oConcessionaire:- are required to provide wristbands. If concessionaire falls vide wristbands, the bands will have to be purchased from} ity at a cost of ten ($0.10) per wristband. F. Legal Requirements Concessionaires, as a conditio vending alcoholic beverages, beer, ormply wit ? egulatory requirements, all State of Florida, County', _and City req t• ents, as set forth in the City of Miami cis will the City be liable for any costs or expenses incurred der this icense or as a result of its operations or related activities beyond y and specifically set forth in this License. 6. Occupancy and Use Period. There is no stated or expressed term for this License. It has an indefinite term and may be revoked at the will of the City Manager, for convenience and without cause, The Effective Date of this License is the execution date of the License by the last of the I2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk (60) days prior to the use of approve or disapprove, which disa days after its receipt. Once approv Construction Plan St rg shall be in as Exhibit "D'' contractors, sub, Prop at all times. the Licenseea't?vviill be allowed to occupy the property for the purpose of conducting thho +° for a five (5) day period encompassing President's Day Weekend between Februr 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. 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 ei ty (180) days priuse of the Property, the Licensee shall deliver to the City, for the City Manag« s : �• which approval shall not be unreasonably withheld, a preliminary x* R.1 setting `R ' the location of Licensee's installations and equipment on the Property,, including, wi r " ction, the location of the Licensee's tents, ticket bex o:f` .- con on and food s -.. and vans ("Construction Plan Staging"). Final Site Plan •�i due to the City not later than sixty operty. The Cityr anger, or his designee, shall g within five (5) business 4411 writing to the Licensee, the made a part of this Agreement required byte Licensee, its consultants, sub consultants, vendors, and `=a f' «ther users required for the Show shall at vided with full uninterrupted access to the circulate within the Property, access for City of Miami emergency vehicles on the 13 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 terminate t ''•ljcense agreement, the City will provide three hundred (300) days written notice 7. Fees. A. Use Fee. In consideration of this Lit equal to One Million One Hundred Th9 Fee"), plus fifty percen%) of the In Parking Income as defined in 24, beverage concessions andfor'a 11 pay to the City an amount Dollars ($1,100,000.00) ("Use ,as defined in Section 4C and resultin ' , any and all food and ti-Bnayghow or any adjacent off -site ge Fee") pkrear, plus titte of Florida Sales and Use Tax, or County levies or impositions, payable in the manner set below for the use of the Property. Subject to compliance ad regulations, the Parties shall use their best w's production on the Property in future years. Should the in tit Eire on the Property, the Use Fee shall be increased on y the greater of three percent (3%) or CPI adjustment, whichever eater. Th9'Licensee will provide a financial report detailing all the Gross Recei4 it and losses, and all related accounting for all food and beverage concessi ns which shall be signed and certified to be complete and correct by an officer of Licensee. Gross Receipts and Concession Income or Income as defined in Sections 4C and Parking Income as defined in Section 24 may be subject to audit by'the City as described in Section 14. Any intentional misstatement of any financial reporting, including, but not limited to Gross Receipts, Income and 14 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 ii lensee to pay for all estimated expenses, as well as the City of Miami•re ` ed services, prior to event load -in. Payment must be remitted no later t1 1 seven business days prior to event Load -in, in immediately available fands'"payhble to diof Miami. C. Condition of PropertyfDamage D City expressly reserves the right to llect a damage deposit ("Damage Deposit") for all Shows aitl, set the amount'gtat deposit on a Show -by -Show basis. City will survey the or damages V 1thlit five (5) business days after event and if damage is fctnd, Citivise-the promoter of any additional charges. n of Licens Licensee shall furnish the City with a One llar ($100,000`t'I) Damage Deposit in the form of a money k, company Check, or cash. At the end of the event or upon Agreement, Licensee shall remove from the Property all eery personal property placed by it on the Property and to the City in the same condition in which it was when tered the Property, except for normal wear and tear, damage to ground` ,, .+< : except as provided for in this paragraph, and any destruction of the Prop 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 Submitted into the public Record for item(s) RE.14 on 05/28/2M, 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 sh ' 'ling any repair to be done by Licensee, the time schedule to p work and the inspection date of such work. In the event repairs or war ma's return the Property to the condition it was prior to Licens entrt'upon it, the ` s .t of the deposit shall be applied toward the payment amount necessary to repair the damag agrees to pay the balance to the City, satisfied with the return release form attached as Sc been entirely used by The Ci the D busil}ess repairs or wort"%E event the 44 Damage Deposit, Licensee e City's request. If the City is the City agrees to sign the ereto. In the event the deposit has not to the Property, the balance of shall be r bursed tooLicensee not later than thirty (30) termination the Show. fails to remove any personal property, operty within twenty-four (24) days following the close of a Boaf; s then said property shall be deemed abandoned and thereupon shall ecoma the sole personal property of the City. The City, at its sole etion and Without liability, shall remove the same and Licensee shall e the..°6ty for all costs associated with such removal and disposal within ten (10) l ess 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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. 2d 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 thi City a Security Deposit in the amount of T -fty Five guarantee for the full and faithful perfoma nce under this License or in connection with this Licen If Licensee is in violation may use, apply or retain all or any;ta other sum of money which Licensee expended by or (iii) any violation. Should' shall reintrqrs application o on thereof by remed?provided for ty der which theirity may bntitled otherwise. ProvideN,L.icensee is not in violation of this License, the Security or balance thereof; as the case may be, shall be returned to Licensee not later than ten (10) business days after the end of the Boat Show or upon the date after which Licensee has vacated the Property in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to the Security. Licensee e,the Li shall deposit with ousand Dollars ($25 Q00.00) as of all obligati Security"). nd any applica'lJler once or cure period, the City Security foayment of (i) any fee or to paybut did not pay, (ii) any sum cordance=with 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 of Licensee 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 17 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Submerg of the Licensee, Licensee shall be obligated to pay an A determined by TIITF/DEP in consideration for the. Lands abutting the Property ("Annual Submerged ,. ' Fee"). Lands Fee shall be due and payable within ter (10) business days of Li invoice. Unless otherwise instructed by TUTF/DEP, Licensee to the City, and the City shall forward sait3 City, Licensee agrees to remit the i 1 al Submerged of Real Estate and Asset Manag 33130, Attention: DREAM, within t, (10) the same. Licensee b l"further be obit ge ed to s ease for the benefit Submerged Lands Fee as e of the Submerged Submerged eceipt of „fee shall be+able by the to ill! F/DEP. If remitted to the Fee to the City's Department 2"d Avenue, Miami, FL. of being billed by the City for to the City for remittance to the THIF/DEP at1.} : ' all d sments and eports required by TIITF/DEP which may include, but is no +'led tot disclosure of income from wet slips for the Submerged pay to the schedule: Return Amount Returned Check Fee $00.01 - $50.00 $20.00 $50.01 - $300.00 $30.00 $300.01 - $800.00 $40.00 OVER $800 5% of the returned amount. Returned C the event any check is returned to the City as uncollectible, the Licensee shall ed check fee (the "Returned Check Fee") based on the following 18 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 event the City from the pursuit of any remedy to which the City may otherwise be en l•xJ:: - In the event the City must institute a civil suit to collect a returned check, the, all be entitled to recover a reasonable attorney's fee as provided by Florida Sta 11. Late Payments. Licensee hereby acknowledges that late? Licensee to the City of the Use Fee and other sum incur costs not contemplated by this License, the extremely difficult to ascertain. Aceordih *f any. other undisputed sum due from Licensee sh (15) days after th City a late hereby agree the the C'''; ; lt,ipcur charge by the CI eutf undisputed a ges by the hereunder will cause the City to amount of which will be of the Use Fee or any ed by the City within fifteen hich such undisputed sum is due; Licensee shall pay to the ve percent S%) of such overdue amount. The Parties represents,t fair and reasonable estimate of the costs overdue amount z or pre remedtba granted hereunder or at law or in equity. The terms of this Section shall not apply to any,. charges which are the subject of a good faith dispute whicb are promptly controverted i 'writing setting forth all pertinent details .by the party seeking to avoid payment. Promptly shall mean within five (5) business days of the due date. Any amount not paid to the City within fifteen (15) days after the date on which such amount is due shall bear interest at the rate of Eleven and One Half Percent (11.50%) per annum from its due date. Payment of such interest shall not excuse or cure any default by Licensee under this License. ent by Licensee. Acceptance of such late tate a waiver of the Licensee's default with respect to the City from exercising any of its other rights and 19 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 12. Utilides. 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 meter t its use, shall be billed by the City for all such utili the event that the City is billed for any utility o ` " That is of the Property, the Licensee shall reimb such argaunt to business days of notification of the City's e e The City, acting by and through its Ci curtail or suspend the provisio heating, ventilating and air conditi which Licensee may be entitled her emergency, or fo Manager d labor, or for any o repairs, 1 atiQns or The City .t its sole cost, shall ed onsite. Licensee, for during the event. In a row lt,,of Licensee's use the Cif 'thin ten (10) er, reserves the right to interrupt, y utility servt ' eluding but not limited to, ytems and eq . t serving the Property, to by reason of accident or improve5tkhts in the judgment of the City or due to difficulty in obtaining supplies or able control of the City. The work of such e prosecuted with reasonable diligence in no zespect 'be liable for any failure of the utility companies or governmental authorities to su y utility service to Licensee or for any limitation of supplq'tesulting front°governmental orders or directives. Licensee shall not claim any damages ' reason o' the City's or other individual's' interruption, curtailment or suspension o . tiiity service, nor shall the Revocable License or any of Licensee's obligations hereunder be affected or reduced thereby. 20 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 including, nvoices,,,sales slips, b ia, ,. eats or duplicate deposit slips, and all other supportitagcords, hall be availablef 4 inspection and audit by the City and its duly authorized agt or representatives during business hours, and shall be maintain accordance with generally accepted accounting S k principles. The Licensee shall keep end? _ e, or cause °tc e kept and preserved, said records for not less than thirty six (3 illation of this Licenses For the same period o retain, pies of all sales and tax returns covering its operations its local office of operations, and any other governmental tax or s than i turns, which s 4tr the Licensee's reasonable sales therein, and shot p demand, deliver pho hic or scanned copies thereof to the City at no ill cooysrate with the City's internal auditors and/or such other audi esignated b ate City in order to facilitate the City's examination of records and accounts. ` such e' atnination of records and accounts shall disclose a liability for additional U in excess of the Use Fees theretofore paid by the Licensee for the period in que* 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 Submitted into the public Record for item(s) RE.14 on 05 28 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 expense ell ilfienses, authorizations and permits that are necessary for Licensee to conduit It activities. Licensee shall be responsible for paying the cq, licenses, authorizations and permits. A. Vendor Regulations. The Licensee's lay -out for all food and cooperation with the City o life -safety requirements. exception, the Licensee shall complete 1 endors. This, prior tt1 start ofs ,Show. 1) : C n vendor equI rnent (i.e. frrwers, refrigerators, blenders, power needs. Vendors may be required to erator(s). Please contact the City's Special Events (7) business days prior to the event if vendors will be that requires electrical power in excess of standard household t/16 amps). Boat Show commercial applicatio d obtaining said ition areas must be developed in ami Fire Rescue e no devi is to b artment to meet all applicable m this plan. Without City Event Coordinator a delivered seven (7) business days 2) d preparation areas require a tent. Subject to City Event Coordina r 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. 4OBC fire extinguisher is required. The vendor/promoter is responsible for 22 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 provided, ,Ait!ional trash bags are available upon request. At the close of the event,:pI eave the full bags behind your location. 4) Do not use frayed or unsafe ext 5) Storage vehicles must be re ved frorg the Property dd l ie, than two hours prior to the scheduled start of t' vent4„ vendors are ittipensible for parking 'their vehicles off -site. Due to sp restrictions, there is no vendor parking on the property. 6) Each vendor shsll`dis l y���current a anal license with valid signature. Such license shall bivisib "' ti'itI r each vendor shill also display x food pro dqr's name, and; 7j F1ori ,Department of Business and Professional Regulation ("DBPR' " �` hav f sectors on -site to collect a temporary license fee. If you r"✓ owner b �,��.loy _ tensed, permanent restaurant you may be exempt ISK R U4, i. from thig You 'k k provide a copy of the license to the DBPR inspector in order to rece+3 this ex: ption. All promoters are responsible for contacting the BPR regarditi vending regulations and license fees. City wl regularly inspect vendor areas for compliance. Failure to comply will remit; i)r loss of damage deposit. Continuing failure to comply will result in permanent termination of the right to vend in all City facilities. B. Location Releases. The City will execute and provide to Licensee, forthwith upon demand by Licensee and without any fee or charge to Licensee, all "location releases" and similar authorizations=as may be required from time to time by Licensee in order to 23 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Pro • erty, provided however, the City agrees not to enter into another License or any oth Agreement on this Property that would interfere with Licensee's ability to,c.,cte for the Permitted Uses on the Property and/or the Submerged Lands Area sq long License is in effect. This will not be construed to prevent the Licensed =fro th restricting'Access to the Boat Show. The Licensee cannot exclude the Cif om the41roperty. The City agrees not to use or Permit otf ' to uS be Property and . cilities under the control of the City during the Lice Period: ex ept as mutually agreed by the City and Licensee. Licensee acquires no excl oldie demised Property during the t This Li authorizes 1. a to tl'emporary use of the Property for the limited�herein and no other purpose. The Parties hereby agree that the provisia ` this cense do no nstituto a lease. The rights of Licensee her ,f , . -: , ; of those o a tenant a mere personal privilege to do certain acts of perty and to use the Property, subject to the terms of this on, possession and control of the Property. Therefore, no le interest in theProperty is conferred upon Licensee under the provisions hereof. Licensee 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. A 'onally, 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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, sh b ' oid and shall confer no right upon such assignee, shall constitute a default s License, and sbAll result in an automatic revocation of the License and the i edict eiture of the rights of Licensee hereunder. 18. Cancellation / Revocation -at —Will by er without C se. The City Manager raay cancel or revoke ti License without cause that is for convenience, at any time, with written courtesy notic ° e City Manager to Licensee, giving not less than three hundred (0)'da.. prior written of the revocation to the Licensee. Such notice should be gi in e uiuet ified by Section 33. This License that is '< , a Licensee evocable - twill by the City, through its City Manager, withvut the con t of the Lie . ee, in accordance with this License being by express understani i t of �r >> es a hevo. ,i� e at Will License. A. Anc.Cji*tExpe,k' One-huntIf d perce 100%) of ancillary expenses must be paid seven (7) ys prior tore event opening date, Any overage will be refunded to the e within: $thirty (30) days of event closing, or shall be applied to the overall fee poi + ,Licensee to the City. Ancillary expenses include, but are not limited to, electrical, mechanical, plumbing, utility, telecommunications and/or information technology, salary costs to any third party vendor or personnel supplier, labor costs including any tax or burden costs, equipment rental and any other services provided by the City or its subcontractors. The Licensee shall 25 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk provide detailed event estimates Lind 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 experts i'# undisputed portion of said invoice shall be due and payable within 0) days of receipt of final billing.After the (30)days, thirty interest on, undi`spi unpaid balance shall accrue at the rate of eleven and one half tt 1.50%) pe onth. C. Advanced Fees. Any advance fees listed in Exhibit by Licensee are non-refundable, unless expressly stated of t ise in this contrao 19. Termination for Cause. Each party • abide by milt and everyytetm and condition of this License. If either party • " es the t„ zns, restrictions or conditions of this License, then the nonb „ ,. shall give the breaching party twenty (20) days written notice .i �' whi �` -"`", ; +); ion or correct such deficiencies. Upon the breaching pa y . f ilure e •.. so, the nonbreaching party may cancel this License upon ipg ten (10) dayaritten no to the breaching party and thereafter the License shall be 4sed automattly ciceled without the necessity for further action by the nonbre party. / T tion.,1 r cause shall include, without limitation, any one of the following acts or omissions. (a) Failure to pay any payment or any portion thereof within ten (10) days of due date; (b) Failure to carry insurance as required in this License (c) Any other event which the City Manager deems to be a material default; 26 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 Recogni7ing that fatty percent (40%) of Miart* come from outside the State of Florida, it is eriti there be sufficient appropriate hotel rooms available d agrees to use its reasonable efforts to encour significant room blocks to the Licensee or its agen 21. Improvements, Alteration As a further condition of certain improvements: Ito, the Prop attached hereto (("`improvOrents") and a the time-schedu Boat Show attendees e Boat Show that g the Licens od, The City hotel commu to provide as, or Replsteeraests. erty,,the City has agreed to make ore p implement such improvements according to ided ,(herein. The Citmaking improvements to the Property in Ixtei t liton,T,)gilars ($16,000,000). The Improvements made 's vision to improve Virginia Key and enhance its features, 'general. g or constructing temporary improvements for the Boat from the City's Improvements. Licensee shall coordinate all is with the City, and shall work with the City to coordinate said ements. Except in the event of an emergency, Licensee shall not make arly described in Exhibit "D" 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 Submitted into the public Record for item(s) RE.14 on 05 28 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 solelyresponsible for applying and a p �i�8 necessary permits, 4. including but not limited to, building permits. The Lice seesalt be responsible for all costs associated with any temporary improvements and/or alterations including, but not limited to, design, construction, installation, and «"a i:: g costs. The temporary improvements and='alteratios must comply all statutes, laws, ordinances and regulations of the SCA - , ; rids iami-Dade Cou jty, the City of Miami and any other agency that may have j ction over the Property as they presently exist and as they ma amended her By the installation of any alteration, addition or replacement,from the Property. 22. Owners # t, vements. As op Eff , , Date and toughout the use period, all buildings and vested in the, eity, including all Improvements described .1003..-Furth rovements and any and all the Improvements all alterattgimade to the Property, whether or not by or at the expense of Li ensee, shall, unlotherw ' provided by written agreement, immediately upon their comp pen, become tbeproperty of the City and shall remain and be surrendered with the Property. 'i underst d that the Licensee shall clearly identify, by written agreement stated above in thi isection, and as noted in Section 21, all the temporary improvements that Licensee will be allowed to remove. 28 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 eff paid parking for the event at Virginia Key Beach and o . City ow the east side of the Water & Sewer Dep ent ("WASD") potentially other areas in the vicinity of ,. w. Tine 4Rzty will provid similar service between this parking and the t .$hak fbr all par However, since parking is limited, the Licensee a locations outside of Virginia Key ViAllu adequate shuttle patrons can be shuttled in to minimite tr The Licensee agrees to heavily promotth The Parkin areas in the as Income received''. 1imi Orte, percen Income" fifty percent (5 vide any available pre - property located on ent plant, and le, van or customers. to provide sufficient parking cc so that the majority of Rickenbacker Causeway. site parking. 'ved from hlparking cierations on Virginia Key and other w operated by the City for the Boat Show shall be defined costs incurred are paid (including, but not g attendants, and off -duty law enforcement operations at the Property or on Rickenbacker e to cs essian operators or concession owners are paid, and any de third parties are paid to their respective operators ("Parking Income received from parking operations 0h1111 be split evenly, 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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, including t limited to, work, labor, services or materials supplied to the Licensee yone having a right to possession of the Property as a result of an agreement. ot•,yy out the consent of the Licensee or Internal Revenue Service (IRS). Nothing irAthis t icenshall be construed as constituting the consent or request of the COY, expressed or implies inference or otherwise, to any contractor, subcontractor; la4 ter or nxterialman for the rmance of any labor or the furnishing of any materials,tb ' specific work on the Property nor as giving the Licensee the Pi t, power or autho to contract for or permit the rendering of any services or the �. �fl;=� , • f any matertath t would give rise to the filing of any construction liens agai the s terest ' the Property. If any liens shall at any time be d against ; •erty, 'censee shall cause it to be discharged of re r rd within (30) da9s after the date that it has notice of its filing. If the Licienliee shall ' to dischargeren within that period, then in addition to any othat tt or remedy tha y hti(shall not be obligated to, discharge the lien pro pay th allowanc the City by lairned to be due or by procuring the discharge of the lien e City shall be entitled, if it so elects, to compel the for the foreclosure of the construction lien by the lienor and to dgment, if any, in favor of the lienor with interest, costs and derstanding that all amounts paid by the City shall be repaid to icensee immediately upon rendition of any invoice or bill. The Licensee shall not be required to pay or discharge any construction lien so long as the Licensee shall in good faith proceed to contest the lien by appropriate proceedings and if the Licensee shall have given notice in writing to the City of its intention to contest the validity of the lien and shall furnish reasonably satisfactory evidence that funds are 30 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 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 sefy sole cost and expense, may duplicate or chi first receiving written approval from the'bire changes key locks as approved by the Director, must also provide to the City required. The City shall have access to the Property, (b) i4 failed to perfi matter within t }or copies of s any oblig 1 at al es have access to the 'to the Pro pe Licensee, at its ks to the Property,b4 not until work. In the event Licensee ee, at its sole cost and expense, ys, if more than one copy is tg ze e s erty at any time to (a) inspect of Lic r' e hereunder which Licensee has notice thereat() Licensee, Licensee not having cured such Of such notice, (ef to assure Licensee's compliance with the terms,. visio ttus Ldd all applicable laws, ordinances, rules and ragirlations, ('ow erty, to prospective purchasers, tenants or others, and (e) for ether purposes q may deemed necessary by the City Manager or his/her authored designee the furtherance of the City's corporate purpose; provided, however, and Licensee City shaniake 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 duringotife time of any such entry. The City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The making of periodic inspections or the failure to do so shall not operate to impose upon the City any liability of any kind 31 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 p:'1 state or local laws, rules, regulations and ordinances. By rmin these ' :ti.axtt € ns the City,its agents, or representatives are not assuming any liability by vir of theaws, rules, regulations and ordinances. Licensee shall have no r t the ity, its agents, or representatives from the occurrence, non-o ce or result of such in tiop(s). Upon :' ... issuance of a notice to proceed, the Lice' " sh: � tact the Risk ana gement Department to schedule the inspection(s). 29. No Claim to Assets or Rights"or ens," - By entering into this License,ugranted any assets, rights, titles or interest s assets, rt l+ i , title or inteiests, except as otherwise set forth in this Licens ify, defend at its own cost and expense and hold harmless ployees and agents (collectively referred to as "Indtees") and each ofthem from and against all loss, costs, penalties, fines, damages' :' s, exlj es (including attorney's fees) or liabilities (collectively referred to as "Liabi y reason of any injury to or death of any person or damage to or destruction or s 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) RE.14 on 05 28 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 lndemnitees, or any of them or (ii) the failure of the Licensee to comply with any of the Sections herein or the failure of the Licensee to conform to applicable statutes, ordinances, permits, or other regulations or requirements of any governmental authority, federal or state, in connect this License, Licensee expressly agrees to indemnify or any of them, from and against all liabilities whit; former employee of Licensee, or any of its subcon the Licensee's liability to such employee or former em to payments under state Workers' Compensa similar laws. 31. insurance. Licensee, at its sole cost, shale bta I'm full force and effect, at all times, throughout.the periiod of this Lic ` , the ins u ce coverage as set forth in Exhibit "E" attached hero and marl a part hereo the performance of harmless the Indemnitees, y be att ed by an employee or #s, as pro above, for which loyee would o se�be limited ct, Longshorapian's Act, or 32. their' that may ty be liable or responsible for injury, Ioss or damage to the and/or equipment belonging to or rented by Licensee, employees, invitees or patrons occurring in or about the Property yed, or in any way damaged, including, without limitation, fire, flood, steam, ity, gas, water, rain, vandalism or theft which may leak or flow from or into any par' of the Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from a hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Property or upon other 33 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 h liability the City, its officers, agents and employees, death or property damage resulting from Licensee's ut. 33. Notices. �. . All notices or other communications, w�i sh y y be given yursuant to this License, shall be in writing and shall be delivered' " hand, telecopy, or registered mail addressed to the other party at theraddress indicated here Such notice shall be deemed given on the day on which hand deliver faxed or, if , on the fifth day after being posted or the date of actual rece ease from any legal and all claims for injury, If to City of 34 „, City Manager 'Cdity of Miami 500 Pan American Drive Miami, Florida 33133 City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33130 Director Department of Real Estate and Asset Management City of Miami 444 SW 2nd Avenue, 3"1 Floor Miami, Florida 33130 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk If to Licensee: With a copy to: National Marine Manufacturers Association, Inc. 9050 Pines Boulevard Pembroke Pines, FL. 33024 Attention: Cathy Rick -Joule National Marine Manufacturers Association 231 S. LaSalle St. site #2050 Chicago, IL 60 �b Attn: Ben Weil Craig Bosley, CFO ecutive Vice President or Vice President, & Ioriathan T. Howe, Esq. fit' we & Ht4ton, Ltd. Wac ., Suite 4200. 60606 34. Advertising. Licensee shall not permit an exterior of the Property without hay his/her designee{tgroval may lie reasonaltiy withheld, at his sole discretion. Licensee stytlitA its soiCil cost and « : ' 'q, install, provide, maintain such sign, decoration, adverts m¢ttt rTo other thin . as may be permitted hereunder in good times. ' Zcensee must further obtain approval from all ties ha n jurisdiction, and must comply with all applicable eats set fol* the,fgn Regulations in the City of Miami Code and Zoning Ordin and the M ; '-Dade County Sign Code, as applicable. Upon the cancellation of this Lie Li c shall, at its sole cost and expense, remove any sign, decoration, ter to be placed upon the approval of the Director or advertising mat r other thing permitted hereunder from the Property. If any part of the Property Win' 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 access, t: reasonable times, to City contracts and all documents, records and report.ziaintained ac' nerated pursuant to this License, pursuant to the provisions of Chapter 119, Florida Sta -,< a ,amended, including compliance with the provisions of on 11 7,21, Florida S,t tttes, entitled "Contracts; public records" and agrees to allow ace documents subject to disclosure imam applicable law. 36. Compliance with Laws. Licensee andtor codes (incl ordinances and r gov itsjduthorized 37. ` '' onflict of brit Liarzee is a Chapter 2, and of the Sta by the City and the public to all authorized : � is agree ,t=' comply with all applicable laws, iced to, the P • 'da Building Code as it may be amended), ted or i gated by federal, state, county, and city Charter and Code of the City. Licensee and/or comply with reasonable directives of the City Manager, 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 parson 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 thaengage in discriminatory practices and that there shall no discrimination in connection with Licensee's use of the Property on account c?ilor, sex, rah n, age, handicap, marital status or national origin. 39. No Discrimination in Hiring. In the performance of this Lic nse or any exten n thereof, Licensee and/or its authorized agents shall not disortminat - gainst any° rp1oyee or applicant for employment because of age, sex, sexual °thattelf color, religion, familial status, ancestry or natio Licensee or its authoized agents will take affirmative action to ' ,� at min, applicants 'lire employed and that employees are fairly treated during em +e without regard .to their age, sex, sexual orientation, race, national origin. Such action shall include but color, .re�e�rtljamilz�a ,. � tua, : • Y: � �'", wing: employment, upgrading, demotion or transfer, ing, layoff or termination, rates of pay or other forms aicsee does not and will not 1 fitment or of corrricrrsation. 1 40. Amen a na With Disability Act. Licensee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and 37 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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, t,azidPe transport, store or dispose of any hazardous waste or substances and that it conduct any activity at the Property or City -owned property in violation y } •le Environmental Laws. 42. Radon Gas. Radon is a naturally occurring radioactive' ga that, when it has accumulated in a building in sufficient quantities, mat present health risk* persons who are exposed to it over time. Levels of radon that ex and state gullclines have been found in buildings in Florida. Additional infoimzatioq g g„ pdon and radon testing may be obtained from youx si(it public health ui hereto that time is of the essence with respect the final day of any period falls on a weekend or legal holiday, then e date of performance shall be extended to the next 44. Walty Any waiver by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this License shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this License, nor shall any failure on the part of the City to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of 38 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 th Florida. The Parties shall attempt to mediate any d this is not intended to establish mediation as4 specific performance, equitable or injunctive: 46. Attorney(s)' Fees. In the event it becomes interpret the provisions of this Li' through all trial and appellate levels. conduct, c hereto. This; Licensee ent of Miami -Dade County, litigation. However, before pursuing scary to institute 46gal proceedings to enforce or arty shell: its own attorneys' fees lily, voluntarily and intentionally waive jury in respect of any action, proceeding or incense, or arising out of, under or in connection with this ent o°r edification of thin License, or any other agreement the Parties in connection with this License, or any course of statements (whether verbal or written) or actions of any party of jury trial provision is a material inducement for the City and into the subject transaction. 48. Third Party Beneficiary. This License is solely for the benefit of the Parties hereto and no third party shall be entitled to claim or enforce any rights hereunder. 39 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 coreeplated to be performed, executed and/or delivered by the Parties, the Parties , to perform, execute and/or deliver or cause to be performed, executed d/or delivered any and all such further acts, deeds and assurances as may be na y to consum e the transactions contemplated hereby. 51. Amendments. No alterations, arnendmen s't r,modifications htsi e' shall be valid unless executed 7.4 by an instrument in writing by tilt hrttest with the saynermality as this License. Neither this License, nor any term h f, can' b modified, or abandoned, in whole or in part, shall have non -substantive City C d no subsequent oral agreement oever. The City Manager is hereby authorized to execute this License ithout the necessity of further action by the No Interpreton agDraftsmen. e Parties agthat no provision of this License shall be construed against any particularpttrty and each party shall be deemed to have drafted this License. y 53. Severabillty 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 affearties intent for this License, should any provision, section, paragraph, sent-,. ,• or phrase contained in this License be determined by a court of competen be invalid, illegal or otherwise unenforceable under the laws of the S+ r • rida or '•�,;, of Miami, such provision, section, paragraph, sentence, worthr phrase shall be deem died to the extent necessary in order to conform with such s, or l jp rapt modifiable, thin same shall be deemed severable, and in either event, the ritiiiiTning terms and provisions of this License shall remain unmodified antin full force and ©= or limitation of its use. 54. invalidity. In the ev invalid for License and the sate Head!nj Title and secti n hr-Rain axe for convenient reference and are not a part of this Licen`s • non -mate provisionuf this License gill be held to be invalidity Sball not affect the remaining portions of this in full found effect 56. Entitle' This Li e iep.esents 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 to ` tie this License in their respective behalf. 58. Limited Protection Clause The City agrees that it will not licence any portion of the Property 4 . mpeting event for the period commencing (30) days befo eensee t show day : d concluding (30) days after Licensee's last show day (the " Li Protection Period"). A "competing event" is hereby defined as an ev hich has thirty 'pet'tt ut (30%) or more of the total . wing/selling uct lines the same as or vent; provided however, that as number of exhibitors/booths in the substantially similar to the product lint how that is open tog, ub is shall never 14 deemed Competing event with a show open only to the trad . and vice versa. The de ermination of whether or not an event is a "competing event" be bled upon th duct lines in the proposed event's prior e of the Use Fees, costs and charges which are the responsib t` of the shall be due upon completion of event and payable at scheduled seftli , �D . with Finance Department. S0. 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) RE.14 on 05/28/2015, 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 a>* gletely hold harmless the City of Miami, and to pay all costs related to anytion of the above. City acknowledges that Licensee owns various trademarks, inch but not limited to "National Marine Manufacturers Association,"14,,, "Dis oating, "Miami International Boat Show" and related logos, a N Marks"), awes not to 4.take any action inconsistent with Licensee's owr hip NMMA Marlys 62. Merchandise. Noting provided in this Sectio om selling show related merchandise and/or booth giveawa Such• ..cq idered to ba in competition with City's conce actors} on operty at e time this License is executed. trManager or Director to operate any engine or mptor or mach it , on th= ° ;• or use gasoline, propane, or diesel for mechanical or purposes. A114 ecorati "# aerials must be flameproof before the same will be alloGv t..Jn the build gs and should have written verification of such flameproof treatmen 64. Licensee0s 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 it in his judgment, circumstances of a dangerous or unusual na a occurred, or he reasonably believes are about to occur, and such action is nary to secure the safety and welfare of persons and/or property, and Lic awes `ght and/or claim for damages against the City , its agents or servants, jpi,`su etentuality. 66. City Manager's Discretion. Any matter not expressly provided for herein shalthin the reasonable discretion of the City Manager. The City Manage mtill when possiu d ultimately at its discretion, consults with Licensee. By: Signature 44 arties hey=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 to transact business under the laws of the State of Florida. By: Signature of President Print Name 45 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Print Name of President ATTEST: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE REQUIRE Ann -Marie Sharpe of Risk Man Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk CITY OF MIAMI, a municipal corporation of the State of Florida Daniel J,'Alfonso, Cit ► Man .4qPP,ROVED AS GAiu, `�`3RM AND CORRECTNESS: Victoria Mend City Attorney 46 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk COMPOSITE EXHIBIT "A" LEGAL DESCRIPTION (UPLANDS) 47 Submitted into the public Record for item(s) RE.14 on 05 28 2015 City Clerk BOUNDARY SURVEY 4$ Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016 scat 1'4.i00. Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016 Submitted into the public Record for item(s) RE•14 on 05 28 2015 City Clerk MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk WFOR6JAT'O' =RO` IDED AR: BASF..) O :ra, ST AVA.;_A$...i \=ORYArO. AND SHOJ,_D 3Y CfihS e7:" A•'40X;VAxE SK-1 J c 29. 20:4 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk ',I': !NO-Day/VIM: 90,,,IIED An, B4SED Q4 TI,F, 3ES7 AVALAfilt47, NrCRMATION SvOUD � CQP 1E3AP OX VAT JC 29, 20-4 SK-2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT "B" PROPOSED SUBMERGED LANDS AREA (SURVEY SHALL BE DICORPORATED AS AN EXHIBIT TO THE LICENSE IF AND WHEN USE OF THE SUBMERGED LAND IS REQUIRED BY LICENSEE) 49 Submitted into the public Record for item(s) RE.14 on 05 28 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, 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 tone appended to this Agre 51 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk TXHIBIT "E" INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - REVOCABLE LICENSE AGREEMENT NMMA/BOAT SHOW AGREEMENT I, Commercial General Liability (Primary and Non Co` y utory) A. Limits of Liability Bodily Injury and Property Damage Li,, Each Occurrence . $1,000,000 General Aggregate Limit , $2,000,000 Products/Completed Operatip $1,000,000 Personal and Advertising I 1,000,000 City of Mi listed as an additi : ured Contingent Liability & Contractual Premises/Operatic n ability Business Automobile Liability ility ury and Property Damage Liability Single Limit \. caned, or Schuled Autos Bonowd or Non -Owned Autos en Cit$ of Miami listed as an additional insured III. Wort Compebsation Linitsf 'ability Statuto tate of Florida Waiver of subrogation $ 1,000,000 Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. S 1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit 52 Submitted into the public Record for item(s) RE.14 on 05 28 2015, City Clerk IV. Umbrella Policy (Excess Follow Form including liquor) A. Iirnits 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 VT. Excess Marine Operators Legal Liability and Protection and Indemnity Jones Act, if applicable $ 10,000,000 $ 10,000,000 $1,000,000 Each Occurrence/Policy Aggregate $10,000,000 City of Miami listed as an add opal insured VII. Liquor Liability $1,000,000 VIII. Hull andrM a cb eiity per declared value The above policies -shall'` )vide the City of Mi accordance with policy psovi. ioaa. Compani.. thorize gclo busirielta,in the State of Florida, with the following qualifications, shall is all insurance palsies requtled above: The company t beirated no less than "A-" as to management, and no less than "Class X" as p° .•'nancial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Corn . 01dwic New Jersey, or its equivalent. All policies and /or certificates of insurance are subje ..� to iew and verification by Risk Management prior to insurance approval. J ith written notice of cancellation in 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 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT "F" PERMITTED USES, GOODS, PRODUCTS & EXHIBITOR CATEGORIES 54 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT i4G USE FEE PAYMENT SCHEDULE Licensee shall pay to the City the Use Fee plus State of Florida use tax according to the following schedule: A) Upon commencement of the Effective Date of this License: $250,000.00 8) August 1: $250,000.00 C) February 1: Use Fee balance D) By March 31, Licensee will provide a final report an the told% of Concessions plus State of Florida use tax, if applicable, for the license to use thy: Property and indicate any balance due to the City or balance refundable to the Lieensee. Any balance due the City or refund due the Licensee shall be paid by April30.Qity to pay °%o'arking net. 55 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk EXHIBIT "H" DAMAGE DEPOSIT RELEASE FORM 56 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Exhibit B FILE ID: AGENDA ITEM SUMMARY FORM 15-00472 Submitted into the public Record for item(s) RE.14 on 1 2015 City Clerk Date: 4/13/2015 Requesting Department: CITP Commission Meeting Date: 5/1r2015 District Impacted: District 2 Type: ® Resolution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion Item ❑ Other Subject: Resolution to approve a Second Amendment to the Revocable License with National Marine Manufacturers Association Inc. ("NMMA") for the adding of additional electrical utilities to Property on Virginia Key to facilitate operations of the Miami International Boat Show. Law Department Matter ID No. 15-778L Purpose of Item: To authorize the City Manager to execute the Second Amendment to the Revocable License between the City of Miami ("City") and National Marine Manufacturer's Association Inc. ("NMMA" or "Licensee"), a Delaware Not -For -Profit Corporation, to allow for the adding of additional electrical utilities to Property on Virginia Key where the Miami International Boat Show will occur. The cost for the Additional Utility Work is estimated at $1,600,000.00 and is to be fully funded by Licensee and paid upfront to the City in order for the Additional Utility Work to commence. Background Information: See attached supplement Budget Impact Analysis NO Is this item related to revenue? YES Is this item an expenditure? If so, please identify funding source below. General Account No: Special Revenue Account No: CIP Project No: B- 40668 NO Is this item funded by Homeland Defense/Neighborhood Improvement Bonds? Start Up Capital Cost: Maintenance Cost: Total Fiscal Im ct: Final Approvals (5Ic N AND DA1I CIP l/A f/ Bud Irusing or re Grants Risk Management Purchasing Dept. Director >n , Chief ‘re--,--,"� -- City Manag Page I of 2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk SUPPLEMENTAL PAGE Subject: Resolution to approve a Second Amendment to the Revocable License Agreement with National Marine Manufacturers Association Inc. ("NMMA" or "Licensee") for the adding of additional electrical utilities to Property on Virginia Key to facilitate operations of the Miami International Boat Show, Background Information: On January 8, 2015, pursuant to Resolution R-15-0009, the City Commission authorized the City Manager to execute a Revocable License ("License") with National Marine Manufacturer's Association lnc.("NMMA") 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. On April 9, 2015, pursuant to Resolution R-15-0I72, the City Commission authorized the City Manager to execute the First Amendment to the License to authorize expenses associated with the adding of electric utilities to the Property at an estimated cost of $1,653,000.00 to be fully funded by Licensee. NMMA now seeks to have the City add additional electric utilities to the Property, at an estimated cost of $1,600,000,00, 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, with said costs to be fully funded by the Licensee. It is necessary to enter into this Second Amendment to the License with NMMA to carry out the scope of work and to account for the payment of funds from NMMA in the amount of $1,600,000.00 towards the scope of work. NMMA will also be responsible for any cost overruns associated with the additional utility work. This Amendment will also serve to revise Section 35 of the License, Public Records. Page2of2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 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 municipal corporation of the State of Florida ("City"), and National Marine Manufacturer's Association Inc. ("NMMA" or "Licensee"")a Delaware not -for -profit corporation, for the use of uplands and submerged lands of Virginia Key (the "Property") is entered into this day of , 2015. RECITALS 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, p :rsuant 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 Submitted into the public Record for item(s) RE.14 on 05 28 2015 City Clerk 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. 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: 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 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) 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. Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 2. Section 35. Public Records Licensee understands that the public shall have access, 'rues, to City contracts and all documents, records and reports maintained by the City which are and generated pursuant to this License, pursuant -to in accordance with the provisions of Chapter 119, Florida Statutes, as amended., with-the-prawsierts-af d agrees to allow-eecess---key--t bjeot -t atppti le-taw- 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. THE CITY OF MIAMI, FLORIDA ATTEST: CITY OF MIAMI, FLORIDA, a municipal Corporation of the State of Florida By: By: Todd B. Hannon, City Clerk Daniel J. Alfonso, City Manager (Affix City Seal) APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez, City Attorney Ann -Mane Sharpe, Director Risk Management Department Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk LICENSEE National Marine Manufacturer's Association Inc. a Delaware not -for -profit Corporation ATTEST: By: By: Corporate Secretary (Signature) (Affix Corporate Seal) (Name and Title) Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Attachment A Electrical Services Requested by NIVIMA 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 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 • Alt ancillary equipment including but not limited to duct banks (trenching, backfilling, conduit, etc), conductors, mains, circuit breakers, switchboards, bus bar systems, ground rods, junction boxes, man holes, etc. Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Exhibit C Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk ._w Via Electronic Mail April 10, 2015 Mr. Thomas Dammrich President, National Marine Manufacturers Association 231 S. LaSalle Street Suite 2050 Chicago, IL 60604 Re: Public Records Act Request Dear Mr. Dammrich: On behalf of our client, the Village of Key Biscayne, this correspondence is transmitted to you pursuant to Chapter 119, Florida Statutes (the "Public Records Act" or the "Act") and Paragraph 35 of the license agreement between the National Marine Manufacturers Association ("NMMA") and the City of Miami ("City") (the "License Agreement"), and is intended to request from the NMMA documents, records and reports maintained and generated pursuant to the License Agreement between NMMA and the City for the presentation of a boat show on public property located at 3501 Rickenbacker Causeway in Miami, FL and commonly known as Marine Stadium (the "Property"). We respectfully request that, consistent with State law, you promptly produce and make available for inspection and copying, the following "public records": I. All records related to NMMA's proposed use of the Property pursuant to the License Agreement and for the purpose of presenting a boat show, including site plans, engineering, and parking; 1. All correspondence between the City and NMMA related to City funds that will be used for the development of the Property for the purpose of presenting the boat show, including installation of utilities; 3. All records related to profit-sharing between NMMA and the City pursuant to the License Agreement and the presentation of a boat show on the Property, including income related to the presentation of the boat show, parking or any other joint -venture with the City; 4. Ali records related to the environmental impact of the boat show on the Marine Stadium basin and the Biscayne Bay Aquatic Preserve, and any proposed mitigation as outlined in the License Agreement; Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk 5. Alt correspondence between the City and NMIvIA related to the number of years that the City has agreed to allow NMMA to use the Property for the purpose of presenting a boat show; 6. All correspondence between the City and NMMA related to the "occupancy and use period" of the Property, as outlined in Paragraph 6 of the License Agreement and for the purpose of presenting a boat show; 7. All correspondence between the City and NMMA related to the "use of best efforts...to conduct subsequent Shows for future five day periods encompassing President's Day weekends through and inclusive of President's Day," pursuant to Paragraph 6 of the License Agreement; 8. All records related to the presentation of a boat show on the Property in 2020, 2021 and 2022; 9. Any and all permit applications or requests for approvals related to the use of the Property, from January 1, 2014 to April 8, 2015; 10. Any and all permit applications, correspondence, or requests for approvals to the Florida Department of Environmental Protection ("DEP"), Miami -Dade Department of Envirorunental Resource Management ("DERM"), or the City related to the use of the submerged lands in the basin adjacent to the Property. pursuant to Paragraphs 3 and 9 of the License Agreement; 11. All site plans and engineering plans related to dock construction in the basin adjacent to the Property; 12. All records, opinions and correspondence between the City and NMMA that mention or relate to the restriction in the March 12, 1963 deed of the Property from Miami -Dade County to the City of Miami (the "1963 Deed") that the Property shall be used and maintained for the operation of a "marine stadium and allied purposes only" (the 1963 Deed Restriction). Please note the definition for Public Records in Florida, as defined in section 119.011(11) of the Florida Statutes, includes all documents, papers, letters, memorandum, memoranda of oral communications, e-mails, text messages, Blackberry Messenger messages, maps, books, tapes. photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency. Please be advised that this request is of a time -sensitive nature. and we require the requested records within ten (10) days. With respect to this production, I need to advise you that we believe that most if not all of the documents referenced in this request are maintained in such 2 Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk a manner so that their retrieval does not require the expenditure of extraordinary efforts by your professional staff Finally, please note that if the NMMA maintains that any records under its maintenance and/or control are exempt from production, please provide us in writing with the specific basis for the exemption, including the statutory provision which may form the basis for the exemption. In the absence of any such communication, we will assume that all records shall be produced as they are identified and retrieved. Thank you for your anticipated attention to this matter. If you have any questions, please do not hesitate to contact us at (305) 381-6060. Sincerely, John K. Shubin For the Firm cc. John Greco, Esq., Deputy City Attorney, City of Miami Ben Wold, Executive Vice President, National Marine Manufacturers Association Cathy Rick -Joule, VP National Marine Manufacturers Association Boat Shows Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Exhibit D LAW OFFICES Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk HOWE & HUTTON, LTD. 20 NORTH WACKER DRIVE SUITE 4200 CHICAGO, ILLINOIS 60606-3191 TELEPHONE (312) 263-3001 FAX (312) 372-6685 www.howehutton.com jth@howehutton.com JONATHAN T. HOWE VIA EMAIL: filshubin(a shubinbass.coml Mr. John K. Shubin ShubinBass Professional Association 46 SW 1st Street, 3rd Floor Miami, Florida 33130 WASHINGTON, DC OFFICE 1991 PENNSYLVANIA AVENUE, N.W. SUITE 1007 WASHINGTON, DC 10006 TELEPHONE (202) 466-7252 FAX (202) 566-5829 April 17, 2015 Re: Public Records Act Request/National Marine Manufacturers Association Dear Mr. Shubin: We serve as general counsel for the National Marine Manufacturers Association. Your letter request of April 10, 2015, for response to a Public Records Act Request is respectfully denied. Should you have any questions, please contact me directly. Sincerely, Jonathan T. Howe JTH/jy cc: Mr. Thomas Dammrich, NMMA John Greco, Esq., Deputy City Attorney, City of Miami Mr. Ben Wold, NMMA Ms. Cathy Rick -Joule, NMMA BE3412.DOCX Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Exhibit E Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk I ,I/1,;,4 (mnmrt Ala rt I' Lindsay,.It.;ti,,, I inklin II. t.aplan. I a+ Luis llu'lnlnrc IIt>lItnv;iv �1ii i1:rcl ! . Kclh I.th> aryl London Itnnc's'I'ainttsr Dear Mayor Regalado December 22, 2014 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED VIA ELECTRONIC MAIL Honorable Mayor Tomas Regalado City Hall City of Miami 3500 Pan American Drive Miami, Florida 33133-5595 Re: Marine Stadium The Village of Key Biscayne is fully supportive of the City's efforts to restore and find an adaptive re -use for the existing Marine Stadium facilities; however, I write to express my sincere concern about the manner in which the City has dealt with the Village in the negotiations with the Miami International Boat Show. Although promised otherwise, the Village has been excluded from the negotiation process, Our total involvement consisted of one very limited briefing by Alice Bravo that was only provided after we requested a meeting with you. We have had to file a public records request just to obtain a copy of the draft agreement between the City of Miami and the Miami International Boat Show. As you know, the Village of Key Biscayne is a significant stakeholder and we do have serious concerns about the size and scope of the proposed project, its traffic and environmental impacts, as well as how the City of Miami intends to deal with the myriad of development restrictions that are in place. The Village has a long history and in depth knowledge of the area, its development limitations, as well as the development opportunities. We are prepared to share this with you and the Miami International Boat Show representatives. We believe we have much to contribute. tits West Niclnlvre Street • key Hiscavnc. Florida 331.19 • (40i) 365-5506 • Fax (31)5) 365.8t)1 -t \tl.•111's .1 %I$ %II `.1 It. 1'W+11111 \ •%I I +•1 %I I N . 101%1I \I1. 1 '%11411\\11 \I i/1U \11 1'1. {\1)111. 11111111 t,It U1'1Y1\•11+tt 4.0%1100411 \I uWW. IliNc une.11.1;tn• Submitted into the public Record for item(s) RE.14 on 05/28/2015, City Clerk Honorable Tomas Regalado December 22, 2014 Page 2 I would urge you and your staff to be transparent and forthcoming about the City's plans and include the Village in the process and negotiations, This will be the only way to accomplish a timely and successful project that will be in the best interests of all constituents. I look forward to working with you. Sincerely, 0, Mayra Pena Lindsay Village Mayor cc: Members of the City of Miami Commission Members of the Village of Key Biscayne Council Daniel J. Alfonso, City Manager Alice Bravo, Deputy City Manager / Chief of Infrastructure John C. Gilbert, Village of Key Biscayne Manager Stephen J. Helfman, Esq., Village of Key Biscayne Attorney