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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.
CITY OF MIAMI, a Florida municipal
corporation,
Defendant.
/
COMPLAINT FOR DECLARATORY AND SUPPLEMENTAL INJUNCTIVE RELIEF
Plaintiff, Village of Key Biscayne, Florida (the “Village”), brings this action against
Defendant, City of Miami, Florida (the “City”), and states as follows:
INTRODUCTION
1. 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.
2. On March 12, 1963, Miami-Dade County (the “County”) conveyed a 61+/- acre
portion of Virginia Key (the “Property”) to the City for “Marine Stadium and allied purposes
only.” The deed conveying the Property is attached hereto as Exhibit A (the “1963 Deed”). The
Filing # 23485507 E-Filed 02/06/2015 04:07:59 PM
CASE NO. ___________________
2
City constructed and operated an outdoor waterfront amphitheater (“Miami Marine Stadium” or
“Marine Stadium”) on the Property until approximately 1992. The 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.
3. This action concerns recent decisions of the Miami City Commission (the “City
Commission”) to redevelop much of the Property (leaving untouched the debilitated Marine
Stadium itself) as an event and exhibition venue for commercial use by third-parties. In fact, on
January 8, 2015 the City Commission voted to enter into a license agreement with the National
Marine Manufacturer’s Association, Inc. (“NMMA”) to use the Property for the Miami
International Boat Show (the “Boat Show”) commencing in early 2016 (“License Agreement”).
Under the terms of that License Agreement, the City is obligated to make $16,000,000 of
permanent infrastructure improvements, including paving a substantial portion of the Property,
thus transforming it into a commercial event and exhibition venue.
4. As alleged more fully herein, the transformation of the Property from a park and
recreation use to a commercial event and exhibition venue violates the City’s Comprehensive
Neighborhood Plan (the “Comprehensive Plan”) which designates the Property in the 2020
Future Land Use Map (“FLUM”) as “Parks and Recreation.” It also violates the “Miami 21
Zoning Code,” the City’s Zoning Code, which designates the Property in the Zoning Atlas as
“Civic Space/Parks (C/S).” Moreover, the commercial use violates the strict use limitations
imposed in the 1963 Deed.
5. The Village seeks a declaration that the action taken by the City Commission on
January 8, 2015 providing for the creation of a commercial event and exhibition venue on the
CASE NO. ___________________
3
Property: (a) violates the Comprehensive Plan; (b) violates the Miami 21 Zoning Code; and (c)
violates the restrictions set forth in the 1963 Deed. The Village, further, seeks supplemental
injunctive relief requiring the City to cease its plans to transform the Property into an ongoing
commercial event and exhibition venue.
PARTIES, JURISDICTION AND VENUE
6. This is an action for declaratory and supplemental injunctive relief pursuant to
Chapter 86, Florida Statutes, and, as such, the Court has subject matter jurisdiction.
7. The Village is a municipal corporation organized under Florida law and is located
in Miami-Dade County.
8. The City is a municipal corporation organized under Florida law and is located in
Miami-Dade County.
9. Venue is proper because the Village and the City are located in Miami-Dade
County and the action concerns land lying within Miami-Dade County.
GENERAL ALLEGATIONS
10. On or about March 12, 1963, Miami-Dade County conveyed the Property to the
City. The 1963 Deed recites: “This deed of conveyance is made upon the express condition that
the land hereby conveyed shall be perpetually used and maintained for the operation of a Marine
Stadium and allied purposes only, and in the event the use of said land for such purposes shall be
abandoned, then and in such event the title to said land shall revert to the grantor herein.” Ex. A,
p. 2 (emphasis added).
11. In approximately 1963, the Property was developed with the waterfront Marine
Stadium featuring approximately 6,500 seats. Initially, it was the site of boat races. In time, it
CASE NO. ___________________
4
was equipped with a floating stage and became a venue for a variety of different cultural events,
most especially music concerts.
12. In 1992, in the wake of Hurricane Andrew, the City declared the building an
unsafe structure and closed the entire facility. Since that time, the Property has been the subject
of vandalism and the Marine Stadium has been a canvas for graffiti artists.
13. Since 1992, the City has proposed several initiatives to reestablish the use of the
Property; however, to this day the Property remains in total disrepair, unsafe, gated, locked and
abandoned.
14. Rather suddenly, in December 2014, the City Commission directed the City
Manager to negotiate an agreement with NMMA to annually host the Boat Show on the Property
beginning in February 2016.
15. The Village raised concerns over this proposed use, but was assured by the City
Commission that they would “be at the table” during the negotiations and all of the Village’s
concerns would be addressed.
16. Despite those assurances, the negotiations commenced without the Village’s
participation. Upon learning that the negotiations were ongoing, the Village Mayor wrote to the
City Mayor requesting the opportunity to participate. A copy of this letter, dated December 22,
2014, is attached hereto as Exhibit B. The Village Mayor stated: “Although promised
otherwise, the Village has been excluded from the negotiation process.” (Emphasis added).
CASE NO. ___________________
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17. As further stated in her letter, the Village Mayor advised:
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.
Ex. B (emphasis added).
18. The City Mayor did not respond to the Village Mayor’s letter. The Village was
not included in the City’s negotiations.
19. In early January 2015, the City Manager concluded negotiations with NMMA and
the License Agreement was presented to the City Commission for approval on January 8, 2015.
20. At its meeting on January 8, 2015, the City Commission unanimously voted to
enter into the License Agreement. Resolution No. 14-01271, approving the License Agreement,
is attached hereto as Exhibit C.
21. The License Agreement, which has “no stated or expressed term,” allows NMMA
to utilize the Property to host the Boat Show for a five day period encompassing President’s Day
Weekend, from February 11, 2016 to February 15, 2016. Ex. C, License Agreement, ¶ 6. The
License Agreement provides, as “Permitted Uses,” the following:
The Property shall be used and occupied by the License solely for
the purposes of presenting the Boat Show, selling, using or
displaying any goods and/or products related to the Boat Show
(such as boats, engines, marine accessories and products that have
a marine application), including those goods, services, products
and supplies used in, or which service, the marine industry and
recreational boating on, to, or from the Property, and to grant to
third parties the right to sell, use or display any goods or products
on, to or from the property (collectively the “Permitted Uses”).
Ex. C, License Agreement, ¶ 3 (emphasis added).
CASE NO. ___________________
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22. In consideration for the License Agreement, the City will be paid $1,100,000.00,
plus 50% of all income from concessions generated at the Boat Show for NMMA’s five day use.
Ex. C, License Agreement, ¶ 7.
23. The License Agreement also requires the City to:
[M]ake certain improvements to the Property as more particularly
described in Exhibit “C” attached hereto (“Improvements”) and
shall implement such improvements according to the time-
schedule provided herein. The City is making improvements to the
Property in an amount not to exceed Sixteen Million Dollars
($16,000,000). The Improvements made by the City are part of
the City’s vision to improve Virginia Key and enhance its features,
benefits, and accessibility of usage in general.
Ex. C, License Agreement, ¶ 21.
24. Pursuant to Exhibit “C” of the License Agreement, the “list of improvements”
includes line items for “Florida Power & Light,” “Water and Sewer Utilities,” “AT&T Utilities,”
“Solid Surface,” and “Broadband Internet Service” – the estimated costs of which are not
disclosed. See Ex. C, License Agreement.
25. Based upon a preliminary “Opinion of Probable Construction Costs,” the cost of
the “pavement” will be $3,987,444.44, representing the most significant category of the
expenditures. A copy of the “Opinion of Probable Construction Costs” is attached hereto as
Exhibit D.
26. In conjunction with Resolution No. 14-01271 approving the License Agreement,
the City Commission also voted to adopt Resolution No. 14-01270 which approves the financing
of “approximately $16,000,000 for capital improvements in the land surrounding the Marine
Stadium to prepare for the hosting of the Miami International Boat Show.”
CASE NO. ___________________
7
COUNT I
DECLARATORY RELIEF
(Violation of Comprehensive Plan)
27. The Village here incorporates and re-alleges the allegations set forth in
paragraphs 1 through 26.
28. The Village has a bona fide, actual, present and practical need for a declaration
concerning the legality of the actions of the City described above.
29. The Comprehensive Plan designates the Property in the FLUM as “Public Parks
and Recreation.”
30. Pursuant to the Comprehensive Plan, “Interpretation of the 2020 Future Land Use
Map,” “Public Parks and Recreation” is defined as follows:
Public Parks and Recreation: The primary intent of this land use
classification is to conserve open space and green spaces of a park
while allowing access and uses which will not interfere with the
preservation of any significant environmental features which may
exist within the park.
This land use designation allows only open space and park uses
with recreational and cultural uses where the total building
footprints and impervious parking area surfaces in parks of one (1)
acre or more may cover no more than 25 % of the park land area
(See related Policy PR-2.1.3). Both passive and active recreational
uses shall be permitted including but not limited to nature trails,
interpretive centers, picnic areas, playgrounds, canoe trials and
launches, small concession stands, restrooms, gyms, swimming
pools, athletic fields, cultural facilities, marine and marine
facilities and other facilities supporting passive and active
recreational and cultural uses.
(Emphasis added).
31. The use of the Property as a commercial event and exhibition venue, pursuant to
Resolution No. 14-01271, is not permitted under the Comprehensive Plan because it is not a
“passive or active recreational or cultural use.”
CASE NO. ___________________
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32. The redevelopment of the Property, by which the land surrounding the Marine
Stadium is to be paved over to create a staging area for the erection of large tent facilities, does
not conserve “green spaces.” Moreover, the paving of the land surrounding the Marine Stadium
“exceeds 25%” of the Property.
33. Consequently, the use of the Property reflected in Resolution No. 14-01271 is
inconsistent with, and violates, the Comprehensive Plan.
34. Moreover, the City’s Comprehensive Plan contains a section titled
“INTERGOVERNMENTAL COORDINATION.” The goals and objections of that section
include:
Goal IC-1: Increase effectiveness and efficiency in the delivery of
government services through the appropriate coordination of local
government actions.
Goal IC-2: Promote orderly and appropriate regional land
development and transportation policies through consultations
with…locally impacted municipalities.
Objective IC-2.1: To further and strengthen existing and potential
planning coordination mechanisms to ensure that consideration is
given to both the impacts of land development and transportation
policies within Miami on areas outside the City’s jurisdiction….
35. The City’s failure to consult with the Village on the development of Marine
Stadium, and its intentional decision to ignore the impact that the development of a proposed
commercial venue at Marine Stadium will have on the Village, further violate the goals and
objectives of the Comprehensive Plan.
WHEREFORE, the Village seeks a judgment declaring that the redevelopment of the
Property pursuant to Resolution No. 14-01271 in inconsistent with and violates the City’s
CASE NO. ___________________
9
Comprehensive Plan; and enjoining the City from taking any further action concerning the
Property inconsistent with the Comprehensive Plan.
COUNT II
DECLARATORY RELIEF
(Violation of Miami 21 Zoning Code)
36. The Village here incorporates and re-alleges the allegations set forth in
paragraphs 1 through 26.
37. The Village has a bona fide, actual, present and practical need for a declaration
concerning the legality of the actions of the City described above.
38. The Property is zoned “Civic Space (C/S).”
39. The use of the Property as a commercial event and exhibit venue is not a use
permitted as of right, by warrant, or by exception in the C/S zoning classification.
40. Consequently, the proposed use of the Property reflected in Resolution No. 14-
01271 is impermissible under the Miami 21 Zoning Code.
WHEREFORE, the Village seeks a judgment declaring that the redevelopment of the
Property pursuant to Resolution No. 14-01271 violates the Miami 21 Zoning Code; and
enjoining the City from taking any further action concerning the Property in violation of the
Miami 21 Zoning Code.
COUNT III
DECLARATORY RELIEF
(Violation of 1963 Deed Restriction)
41. The Village here incorporates and re-alleges the allegations set forth in
paragraphs 1 through 26.
42. The Village has a bona fide, actual, present and practical need for a declaration
concerning the legality of the actions of the City described above.
CASE NO. ___________________
10
43. The 1963 Deed was made “upon the express condition” that the Property “be
perpetually used and maintained for the operation of a Marine Stadium and allied purposes only,
and in the event the use of said land for such purposes shall be abandoned, then in such event the
title to said land shall revert to the grantor herein.”
44. The Marine Stadium use itself and the entire Property was abandoned following
Hurricane Andrew in 1992.
45. Further, redevelopment of the Property and its proposed use as a commercial
event and exhibition venue, as provided for in Resolution No. 14-01271, is not a purpose “allied”
with the “operation of the Marine Stadium,” as required by the 1963 Deed.
46. Accordingly, by reason of the abandonment of the permitted uses since 1992
and/or the present plans to redevelop the Property as a commercial event and exhibition venue,
title to the Property has reverted to the County under the expressed terms of the 1963 Deed.
WHEREFORE, the Village seeks a judgment declaring that the use of the Property for
“Marine Stadium and allied purposes only” has been abandoned and that, as a result, title to the
Property has reverted to the County.
Dated: February 6, 2015
CASE NO. ___________________
11
Respectfully submitted,
SHUBIN & BASS, P.A.
Special 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
Florida Bar No. 771899
Ian E. DeMello
Fla. Bar No. 105097
Exhibit A
EXHIBIT "A"
. ,·-
COUNTY OEED
THIS DEED OF CONVEYANCE, made thjsfl/1 ~1ay of March,
1963, by DADE COUNTY, a· political subdivision of the State of
Flor•da, party of thil first part, and THE CITY OF MIAMI, FLORIDA,
a municipal coqxnatron, party of the oecoml pa1·t,
Wl'rNESSETH:
Thill tho Bllid party of the Clrat part, for and Ill conoidernhon
of the aum of One ($1. 00) Dollar to it m hand paid by the par·ty of the
second part, receipt whereof is hereby acknowledged, hao gr·anted,
bargained and sold to the sah( party of the aecond part, its aucGoasor·s
and aaaigna fot·ever, the following described land lying and being In
Dade County, Florida, to wit:
,'I'
''
CorniJ'lence at thd S. E. Corner Section
17-54-4Z, thence run N 09° 56' 49'' W
alo!lg the aoutherly line of &llid Section
17 for· a dlatance of Z565.05' to 11 point
of hlteraectlon with a tine which Ia ZOO
feet northwuterly of and parallel with
the Corporate Boundarlea of the City of
Miami an\1 the SouthweateriY. prolongation
thereof; thence run North 64° 34' 52" E
along aaid tine for a dlatance of 630. OZ
feet to 'tho polnt 'of beginning of the
hereinafter de.acr.lb!lld tract1 aaid point
alao lying on Corporato Boundariea of the
City of Miami; thence run N 45° ZZ' 07" W
Ill !IIlii the •alci.Corf'(lrate. Boundar lea, which
Ia 660 faef'llorthealtnly Clf ami pa11nllel
wUh the ctmterlln!ll-of the 11.11\kenbacker
Cauaewlly for a dl•tanco ol 1697, 97 feet to
a point; theii,OII rUn 8 44° J7' !13" V( fqr a
,dl•tance ,ot ZOO foeno ,l Jllllllt; th-,nce run.
N 4!1~ ;!ZI 07 11 W tor a dlllalice of 200 loot ·
to a pq.lnoa thellllfl l'!-1~ ~rtll 44q 37i 113" ll.
tor a iU.It~nce oltoo.t••t lei a ntd.
JICI'i.t tying on ,~b!l Co:rporatll . ol .
the ~lty. o{~l!l.m( (~he•ame north.
we ..... rly.r1ght~ot;way of . . .
. ' ' ' . ' ' .. ,.
·: ... '
Cauoewayli thotiCo run N 45° 22' 07" W along
said northwester·ly right-of-way of ltlckenbacker·
Ca11seway for a distance of 2734. 54 feet to a
point of ctl'rvaturo: thence run along tho at'c
of a curve to the left having a radtu 0 of
2092 ... 0 fool and n central angle of 37° llo' 4lo"
for a distanco of 1361.42 foot to a point of
tntersectlon with tho pro1>0sed Bulkhead Line
of Vtrgtnla Key, (as approved by City of Miami
lleoolulion No. J31Z7 and Dade County Resolution
0 . No. 11108): thence run S 44 ·O(J' 411" W along satd
proponed Bulkhoud Ltne for· a dutnm:e of lolO. 00
foot to a point of·tnterooction with a lme wluch ts
lOO. 00 feet northerly of tho centorltnll of nard
H1ckcnbuckor Cnusewayi thcnt:e run N 0'}0 Oil' 4H"
E along a aid line that tn ZOO. 00 feet nor thorly of,
<lltd paralltll with llotl centerline of ,.tid Hlckenhac.ket
Cauueway for a dtota.ncc <)f. 138.57 feet to a p<unt of
rurvatwre; thenen run northoaHtwardly, oantwardly,
and nouthcuuptwardly along the nrc of a c·urvo tn the
rqtht, having a uuhus of lldl. 40 foot and n ccntr1LI
angltl of 45° 31' 05" for 11 dintanco of 12%.114 .ftlel
ton pourt of tangoncy: thO/H:e runS 45° Zl' 07" E:
along a It no which in 200.00 feet nor•tltcaal<n ly of
a.nd parallel with the contorllno of ouuJ Hickunba<:kot·
Causeway for n d1ntnru:o Of 4~1ll~. 54 (tH,t to u JKHnt
of IItie rnoction with a line which In 200. 00 feet
northwooterly of and parnllel with the Corporal"
Doundnr1on of tlu1 G•ty of Mlarnl and tho nouthwonterl y
prolongallon thoroof; thonco run N 64° :\4' ~•2" E
nlong oatd line for a diotance of 40'1. '17 foul to the
Point of Deglnnlng. Bearings ohown on the above
doscripUon arc lJasod on tho bearing of tho cuntot-
line of lticktltrll!Hlkor Cauocway as nhown on tlw
Metropolitan Dade County llutkhoad Lrpo, an
recorded In Plat llook 14 at Page 4 of the Ptibloc
Re~:ordo of Dado County, Florida. The allovo.-
d.,acribed tract contauu ld. 8 I At reo.
Th! $ deed of conveyance I & made upon thft oxproa o condttion
that the land hereby conveyed nhall h11 l•erpotually uoed and rnalntarned
for the operation of a Marine Stadium and allied (lltrposu unly, and In the
event the use of naul land for oudo pur•p<>aoa shall bo abandoned, then
and ill such even·t the title to said lall<l shall reve•·t to the graiJtor·lleroin.
IN WITNESS WHEREOF, the .said party of lht1 flr·st put has
','', .. :
.. · ~rr 3609' rhtl t62 -
caueed theee p1'e4entl to be e;Kecuted In Ita name by Ita Doard of
County Cornmuaionera act1n11 by the ChaHman, and haa cauaed
•t• olflclal aeal to be allixed, attested by IU Clerk, the day and
yeat !nat above wutten.
DADE COUN'fY, FLOIUDA
DY ITS DOAitD OF COUNTY
COMMISSIONERS
'
{OFFICIAL SEAL) THII:RMAN, CLERK
, CLERK
lhtnlwf authorized by Roaohttlon No. -.!~'!.-/.f;~/:..Ji{z::,..._
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C041410LJORE' RAlPh' 4/t/A.IRCJE
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~.£. Col': .$£C.
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I, II. u. U:II'MIIUtiAII, Clerk n£ too Circuit Court ln u4 tor IJII4e Co\lllty, . ., .
J'lorlda, and 111-otrlc~o Olorll of the Board of r.ount)' eo.J.allionel'll ot n&ld
Count.)', DO JII':FI!BY OJIIrrtFY that. the .OOWI IIIli tont8)1na 11 a true ucl aorreot
oopf or lleeolutlon 11o. _ __:61;..;1;:,16;;.,'.,._-' IIA!opMd b1 tbe •td Dovel ot County
Co . .al.anlonern at lta Jll!etlnR beld on _-l:MarJii:lOI!IhU.l?iii-----' 19,-"6~~.:3~--
111 VI'l'N&'I!l \lllr.llltOV, 1 llllve bereunto 1111t 11J IIU4 and ottloir.l •al. on
thh _....;!:lJ..3:::tl!..l ---of __ .!J:!I,!r!e.:o~h!..----'' A. D. 19~6:.;~,3 ___ .
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Exhibit B
EXHIBIT "B"
~ ~-,:;:, y':/..
of Kilt ir ~>"'(J·' -.. ~J;.._
;;.:r •t":: VILLAGE 0 F KEY BISCAYNE
-·... ~-... ..:.. l'
" -~>tliiinl"
I 'lilt(~'' Cmwdl
,\·l;t~Ta I~ Lindsay, .\ ft,JIII'
Franklin II. Caplan, I ·;(/' .\ ftlJ(JJ'
Luis 1·: de l"t Cruz
ThL'i>lli>rc Holll>w:J)I
.\·lichad E. Kelly
Edward Londt 111
laml'~ 'l:iintcu·
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 l<ey 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 l<ey Biscayne is a significant stakeholder and we do have
serious concerns about the size and scope of the proposed project, its trafftc 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.
HH Wesr Mcintyre Strccl • K{')' Biscayne, Florida :\:114~ • (:\05) :\(>5-5506 • Fax (:\05) :'>65-H9l4
\1t~'lC 1:'\ "J.\ II \II:" I -1 fli'I\C 1~'1111 ,\ "ML 1)1',\11 I' I ll\1'11 :\I 1"\ I~\ llti 1:".'.\IL.SI I c lli .\II 1!-U!'IliJI~ IIIIIUI'GII lll:-.1'1 J:\''llll.li G0\'111,~11-:\ 1.
www.kc)·hiMcaync.ll.gm·
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 ali constituents. I
look forward to woridng with you.
Sincerely,
Mayra Pefia 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 I Chief of infrastructure
John C. Gilbert, Village of Key Biscayne Manager
Stephen J. Helfman, Esq., Village of Key Biscayne Attorney
Exhibit C
EXHIBIT "C"
RE.9
AGENDA ITEM SUMMARY FORM
FILE ID: __ 1_4_-0_1_2_7_1 __ _
Date: 12/22/14 Requesting Department: Dept. of Real Estate & Asset Mgmt.
Commission Meeting Date: 1/8/15
Type: ~ Resolution D Ordinance
Oother __
District Impacted: 2
D Emergency Ordinance D Discussion Item
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 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 funded by Homeland Defense/Neighborhood Improvement Bonds?
Start Up Capital Cost:
Maintenance Cost:
Total Fiscal Impact:
Final Approvals
(SIGN AND DATE)
CIP -------------Budget-----';J.~r~i::l~~~~~----:;;a:~;:;;:::::___J;!:i-~.f£1
If using or receiving capital funds
Grants ----------------------------
Purchasing'---____ -:::;;>; ____________ _
Chief~~
Page 1 of2
SUPPLEMENTAL PAGE
Subject: Resolution to negotiate and execute a Revocable License between the City of Miami ("City") and
National Marine Manufacturer's Association Inc., ("Licensee"), for the Miami Intemational Boat Show ("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 intemational 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 Intemational 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 ($1,100,000.00) 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 of2
City of Miami
Legislation
Resolution
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 14-01271 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE
("LICENSE"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY
OF MIAMI ("CITY") AND NATIONAL MARINE MANUFACTURER'S ASSOCIATION
INC., A DELAWARE NOT-FOR-PROFIT CORPORATION, FOR THE USE OFA
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 ($1,1 00,000.00) 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 ATTORNEY'S APPROVAL.
WHEREAS, the City of Miami ("City") is the owner of the real property of Virginia Key, that
includes the upland and submerged lands (collectively, the "Property"); and
WHEREAS, the National Marine Manufacturer's Association, Inc., a Delaware not-for-profit
Corporation ("Licensee"), is engaged in the business of presenting both national and international boat
show events, representing more than one thousand four hundred (1 ,400) companies involved in
various productions used by recreational boaters, and is dedicated to creating, promoting, and
protecting a safe and productive environment in which its members can achieve financial success
through excellence in manufacturing, selling, and servicing their customers; and
WHEREAS, the Licensee desires to use a portion of the Property, for certain specified days set
forth in the License, to present to the public and operate the Miami International Boat Show ("Boat
Show"); and
WHEREAS, the Boat Show will celebrate its 75th anniversary in 2016, and for over 45 years
has been produced in the area of Miami, Florida; and
WHEREAS the Boat Show generates over $600,000,000.00 in annual economic benefit to
South Florida; and
WHEREAS, more than 1,500 businesses that call Miami, Florida home depend upon the Boat
Show, and Florida 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 (1 0%) of whom
travel from outside the United States; and ·
City of Miami Page 1 o.f3 File Id: 14-01271 (Version: 1) Printed On: 12/29/2014
Fife 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 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, 1 00,000.00), 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 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 Page2of3 File Id: 14-01271 (Version: 1) Printed On: 1212912014
File Number: 14-01271
{1} The herein authorization is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City
Charter and Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (1 0)
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 Page3of3 File Id: 14-01271 (Version: 1) Printed On: 12/29/2014
REVOCABLE LICENSE
ISSUED BY.'l
,t'?il,l ...
'\:,o-_o,o.~,o
'-?Z
CITY OF MIA.'
--;~~~
\
NATIONAL M~RINE MANUFACTURER'S ASSOCIATION
'.)'
F A PORTION OF PROPERTY
INIA KEY UPLAND AND SUBMERGED
LANDS
MIAMI, FLORIDA
REVOCABLE LICENSE
This Revocable License ("License") is entered this __ day of ___ _
2015, ("Effective Date") by and between the City of Miami, a municipal corporation of
the State of Florida (the "City"), and National Marine Mauyfacturer's Association Inc.
("Licensee"), a Delaware not-for-profit corporation witltiti~T:iq.cipal place ofbusiness
at 231 South LaSalle Street, Suite 2050, Chicago, Illinois 60604?
RECITA'fi'S ,flf}!
Key that
includes the upland and submer ed lands collectivefythe ("Property"); and
WHEREAS, the licensee
and intemational boat show events,
of ,!esenting both national
e thousand four hundred
(1,400) companies involved in variou~lprodficti us ;;by recreational boaters, and is
dedicated to cr~C;t~iffg:J~~moting, and ~!ai~cting a e and productive environment in
./~:nr -._ ~:-: ~'r -~~[i
which its m;tn{fets can acht(Eve financial ~,lob.._,...,..,;,~ through excellence in manufacturing,
selling and servi~i~g tqeir ~~Kstomer~; and .
hicense~a&srre§ to use a portion of the Property to present to
tional Boat Show ("Boat Show"); and
will celebrate its 75th anniversary in 2016 and for
Boat Show generates over $600,000,000 in economic benefit to
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
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 ilmovative new boating products; and
WHEREAS the Boat Show fills 200,000 hotel room
WHEREAS the Boat Show provides the equi
WHEREAS, the City and Licensee ("the Parties"Y'4ysire a '• ;1tend to enter into a
"'" ' Revocable License for the use of a portion "i,;\YW?fiini'a Key upl submerged
lands, Miami, Florida; and
WHEREAS, this License is not assig
WHEREAS, this License is revocable at-
the consent of the Licensee pursl!~&tt
applicable; and
WHEREAS, this License do '~ni~~;;;tP erest, a right to use for any
City from any right in real property,
in real prbperty owned by the City; and
general
de the City fr
····,wHEREA
·•
does not convey, confer or transfer a right to use any
~~
convey, confer or transfer any right to
·is License permits only certain, enumerated, specific and listed
not permit anything further; and
WHE~EA ; the Parties jointly and voluntarily stipulate as to the accuracy of
these recitals; :
NOW THEREFORE, in consideration ofthe mutual covenants set forth herein,
the Parties hereby agree as follows:
2
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 <:)fMiami.
b) "City" shall mean the City of Miami, a Flori¢lai;mtlfiipipal corporation, for
purposes of this License in day to day dedlsiQns the City shall mean the
c)
d)
e)
"City Manager," unless a different Gt~y bodJt,dr official is specifically
designated in this Agreement.
"Board of Tmstees for
State ofFlorida
'{' '
(l}ereinafter
owns state-owned lands and
if?
its administrative agency, the
Protection ("DEP").
IUAri',.'t-tm,Pnt of Environmental
overseeing the administration
is the date of execution of the License by
" means all applicable requirements of federal, state
environmental, public health and safety laws, regulations, orders,
llC(msc~s, approvals, ordinances and directives, including but not
to, all applicable requirements of: the Clean Air Act; the Clean
ater Act; the Resource Conservation and Recovery Act, as amended by
the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking
Water Act; the Comprehensive Environmental Response, Compensation
and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act of 1986; the Occupational Health and Safety Act; the
3
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
i)
thereof, shall be destroyed or damaged, as
human control, including but not ·
national emergency acts of God,
f any event beyond
of national security,
of terrorism,
Government regulation, strik¥~ li( Licensee's
/'/&&~/
employees), fire or other n~l¥4'1 cala:t~ty, disorder,
curtailment of transportati~~ ·· · t,'~~ce, or any o which
p ·~
makes it inadvisable, illegal, or 1 .. ible for Licensee to perform its
obligations under
"Gross Receipts"
directly from
revenue rece~Ved by the Licensee derived
.dn, consummat.ed, initiated or
business made or performed by
or other vending devices,
sales or otherwise. Gross
by: (i) cash or credit refunds for rehm1ed
vided said amounts had been previously included as part
;' (ii) amount of any sales or excise tax levied upon any
tals and/or services rendered and payable to the appropriate
ntal authority; (iii) exchanges of merchru1dise between different
ns of Licensee; (iv) gratuities paid to employees; and (v) interest
rned 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 mrumer, including, without limitation, a
4
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 ascri1J~d~t'O jt in Section 24.
','
m) "Percentage Fee" shall have the meaningascrib¥d to it in Section 7A.
n) "Pennitted Uses" shall mean the occupM1cy and1us~pfthe Property for the
o)
following primary and further defiut::d in Exhibit "F",
Code. " §J?e~!Jically this
·,<t:u:;:;t~~?
INTERNATI@NAL BOAT
4.i"'~
~'*'"'· "Property" shall ftiCR1;\""approximately ',-: :-:~>-,t~~~:>:_ ~
three (23) acres of upland
by the City located at
y described in Exhibit
~·~~·u~·~,pau~5 the Marine Stadium and the
toc:ate:a on the east side of the Miami-Dade County
and twenty six (26) a~res qf~pbperged
Virginia Key, Miami, ,if:lorid&,1lshr\Qte
-;:fr-e_':i' :t<>:O-'
" shall mean the water basin abutting the City-owned
Key, Miami, Florida.
c --co-< ' ;; * "Subnt~J£ged Lands Area" shall refer to any demarcated water area, should
1§1''
they b~~6me available, abutting the Property and proposed for commercial
\Jilld/,ot public use by the Licensee and/or its patrons.
't{~:;~};JfF
s) 0'JUse 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
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 ~ldiscretion of the City Manager
c~ ',
or his/her desi~nee.
The Property shall be used and occupied for the purposes
/t~ft. .. /
of presenting the Boat Show, selling, usixrg~'or displaying any goo s;:8l{,~{q,;t: products
v\f~';i~':f'
related to the Boat Show (such as boats, engi:Q¢s, ma:rl'fle.ficcessories anpWproducts that
' .;if
have a marine application), including those goods rvices, products and supplies used
in, or which service, the and recreat\~4 1 boating on, to, or from the
Property, and to grant to third e or display any goods or
products on, to, or from the property
approval
withheld.
shall at all times, have the
the Property during the Boat Show: (i) the
any third party with whom Licensee has
atifigtojfie sale and use of such products by Licensee on or
ds and products and the name and logo of any sponsor of
ogo of any charity organization with which Licensee is
goods, and advertisements are pe1mitted, subject to the
Manager or designee which approval shall not be unreasonably
Llc:~n:see 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
approved such lists prior to the use of the Property. Licensee shall provide to the City at
least thitiy (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 confinn the tenns and conditions of the
City's sponsorship agreements or any other City agreements
Licensee from: i) selling, using or displaying these goo
advertising or displaying such sponsors on the Pr
Manager does not disapprove the list(s) within
Il'Qflble law that prevents
e Show. If the City
receipt of same,
said list will be deemed approved for purpos
Should the Licensee require the u~~ o g~~ Lands abutti,~g the Property
Ji'L ,,, ,f?
for its activities for a water-dependent commerciaU;;tt ,, the Licensee shall apply and City
shall, at no cost or expense
TIITF/DEP for a Temporary Use
assist wftli any required applications to
'TUA") arr€1Submerged Land Lease for
to pay for all costs, fees, and
for a pass-through TUA and
i!\nr.,""'rt Submerged Lands Area according to
if any, TUA and Submerged Land Lease
The use of the Submerged Lands Area of the
,, ofTIITF/DEP for a Temporary Use Agreement and/or
to tiie City, as applicant and shall be subject to any restrictions
for the use of said Property, as more particularly described in
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 pennits necessary for the construction and performing any
mitigation required by pennitting 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
pem1itting 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 pennits
(excluding thos~ 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 otherw~se use~ to suppmi an event
..:4 -~ '
of this magnitude with regard to off-duty law enforce :ent .fire-rescue personnel, and
solid waste services to haul away solid-waste on a r r bas m designated garbage
' ~--~-~--,--~~_J_,-::~_:'~~~i~~~~-·
areas (large open-top bins). Licensee will be pon-sjlJ1e for hir1itg 1}1security firm and
'<4~i~(~ 1Jr
janitorial company to provide all necessa ersmm~l to perfonn dis ry; services.
Licensee will be allowed to secure access t
during the Show to provide security for vessels at
ine Stadium
4. Manner of Property Use. .
Licensee's use of the Prope Licensee acknowledges and
in the services to be provided, the
and utility obligations, provided
agrees to abide
manner of
' ,-l~;-{: ~~
the Show fdi ·
by the public t
enter into al1.dti1er License or other similar Agreement on
disrupt Licensee's ability to operate on the
ar~!Tlcen:see may use space on the property in competition
· ng the five ( 5) days of the Boat Show event.
.. Ill be allowed to use the property for the purpose of conducting
(5) day period encompassing President's Day Weekend. Admission
he Boat Show shall be no earlier than 10:00 am and no later than 8:00
pm on the designated Show dates (Thursday through Monday of President's Day
weekend on any given year). Exhibitors and Contractors may enter the Property
beginning at 6:00 am. NMMA Staff will have 24 hour access to Show Property during
the License Period. Licensee will -ensure that individuals who have boats docked in the
8
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 . \lp and erect necessary
•;-_,-,~}'
equipment up to twenty one (21) days before the com 'encement of the Show. The
~ -,.--_:~:;_;t,:"'-·,
Licensee will be permitted access to the Property to r
to fourteen (14) days after the final date of the S
be provided subject to City Manager approva
If additional time is required by NMM , any events
,-;'f f.-.. -:-~;;~
that the City may have scheduled to avoid impffittingCity 'revenues, or may otherwise
compensate the City for impac·tf-ld revenues. T~~{~ity. will not unreasonably restrict
access to NMMA for Setup. The D s no right tdfaco,essthe Property at any other
time or date. \;~ }''"'
for the show s
ltt'Jntainers, equipment, vessels, etc.
f;,--"'
ea which is the portion of the Property located
D) Treatment facility. During the Setup
re-shipped items to the staging area will be
8:00pm and 6:00 am so as to minimize traffic dismptions
will be required to hire off-duty law-
the City to help minimize traffic
equipment, vessels, etc. will be released from the staging area
···'"''uu•u•tion space area (areas adjacent to the Marine Stadium) in a
dismpt 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
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, red for the Boat
Show by providing written notice to Lic~R~ee no less
f4f!tV
Show's prior to the event date without penalJyto Licen~ee. To the
upland space is reduced by mof{tl!lffi>ten '):;~l).t (1 0%)
' "''%
stadium subject to prior twelve (12) mot , "tten notice, the Use Fee will be
reduced proportionately. r<less of upland space around the
marine stadium will have on the Use Fe~Ji Further, to the extent the
reduction of space materially ts,,tl1c ability to conduct the show
because it4i~'0'Uforethan ten petc;etit (10%) tiguous area around the marine
!P-'/' - --'~:;': -,,._ -,-
stadiumdih the d~tenuination of f'+ Licensee, Licensee shall have the ability to
Jp·:;,_ ~}·
llity to the City by giving notice in the
•. < ~t~~~--. :~
Food"J~fverage, Novelties, Marketing, Private Sector Sales.
nconfe 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
od & Beverage vendors, novelties, sales percentages, markups or sales
percentages from any restaurant vendors or operators, any marketing sales or any
other private sector sales as a result of the Boat Show shall be divided evenly,
fifty percent (50%) to each Licensee and Licensor. Income shall be defined as any
net profits received by the City after any costs incurred are paid including, but not
10
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 Beveragesf
The City of Miami reserves the right to restr~8~dlco~ol sales in all City owned
properties and/or operated facilities. Subject <t~~he frl~it§ee complying with all
'<'%
requirements, the City Commission has ''o allow for the sale of alcoholic
Show,,_ The City of Mia, · reserves the
'{ '·,
beverages in conjunction with the
right to designate the location of 1 al~ltQl ve stations. All ';'uired liquor
i' ~;»:;,%._ _,..{\
pennits shall be filed with the City Mah~ge~: at least ten (1 0) days before the
cmmnencement of the 1-<A,,T"'"'
i) No glass bottles arc
must cease one (1) hour prior
exception of privately hosted events.
purposes of this Section is/are an authorized
ee, are jointly and severally responsible for obtaining all
erage pennits from the State of Florida Alcohol &
everage Dep,~ment of Business Regulation. In order to obtain a liquor permit, ' :,Ilk
ncessiorimre must follow the guidelines set forth by the State of Florida and
witli 'c<Jrop1Yf11g with all State of Florida Licensing, City Code and Zoning
Ordinance requirements for dispensation of alcoholic beverages. Those steps
include:
i) Providing City with General Liability and Liquor insurance, subject to the
written approval of the City's Risk Manager, whereupon City will provide
a zoning letter
11
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 poncessionaires vending alcoholic b
will be required to use wristbands to idetiHfy vul.l~uJ.uo;:;l
may
result in the immediate cancellati 101 S~~S. \JUllvl;i~~JLUllCU. .. ;f'f;W#*''·'<\~
to provide wristbands. If concessionaire rovide wristbands, the bands will
have to be purchased frothJGJ,ity at a cost of ten ($0.1 0) per wristband.
F. Legal Requirements
vending alcoholic beverages,
nents, as set forth in the City of Miami
"'"""'"'"'" will the City be liable for any costs or expenses incurred
'-'~'"''"'"'''"' or as a result of its operations or related activities beyond
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
Parties and shali 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 assigmnent as provided in Section 17
c) Tennination for cause under Section 19
Not later than one hundred eighty (180) days pri
Licensee shall deliver to the City, for the City Manag
not be unreasonably withheld, a preliminary
Licensee's installations and equipment on
location of the Licensee's tents, ticket b6~
("Construction Plan Staging"). Final Site Plan
( 60) days prior to the use of
approve or disapprove, which di
days after its receipt.
Construction
as Exhibit
the location of
, or his designee, shall
within five (5) business
writing to the Licensee, the
made a part of this Agreement
users required for the Show shall at
with full uninterrupted access to the
access for City of Miami emergency vehicles on the
Licensee~fs!Will be allowed to occupy the property for the purpose of
.d
uH,"""·n•v for a five (5) day period encompassing President's Day Weekend
between Februgry 11, 2016 and February 15, 2016. The Parties will use their best efforts,
{l
subject to the revocation provisions in Section 18 ofthis License, to conduct subsequent
Shows for future five day periods encompassing President's Day weekends through and
inclusive of President's Day.
13
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 tem1s
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 terminct~~~l;izltcense agreement, the
City will provide three hundred (300) days written noti
7. Fees.
A. Use Fee.
In consideration of this L1 an amount
equal to One Million One Hundred Til
Fee"), plus fifty percerlt~{§,Q%) of the Inc
;;_,-
Parking Income as definecl''"~I~
beverage concessions and/or
m any and all food and
BQ!it1" how or any adjacent off-site
, plus ~j~t,~ of Florida Sales and Use Tax,
or impositions, payable in the manner set
use of the Property. Subject to compliance
regulations, the Parties shall use their best
's production on the Property in future years. Should the
Recef
on the Property, the Use Fee shall be increased on
the greater of three percent (3%) or CPI adjustment, whichever
Tl;l,SJ Licensee will provide a financial report detailing all the Gross
J'f'
rofit and losses, and all related accounting for all food and beverage
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 1the City as described in Section 14. Any intentional misstatement of any
financial reporting, including, but not limited to Gross Receipts, Income and
14
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 ofthe 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 lV.U•'-UHJL;L"''
load-in. Payment must be remitted no later tl(ah
'\:,
event load-in, in immediately available mods pay\ble to
C. Condition of Property IDa
City expressly reserves the right3~td>"' a damage deposit ("Damage
J,:pat deposit on a Show-by-Show Deposit") for all Shows
charges.
<.~,
for damages witlrin five (5) business days
~"'"''U'"' promoter of any additional
on execliui~n of Licens Licensee shall furnish the City with a One ' J..,,
sandfiDQl!llr ($1 00,00 ) Damage Deposit in the fonn of a money
'
k, c6tilpany,check, or cash. At the end of the event or upon
is A,greement, Licensee shall remove from the Property all
er personal property placed by it on the Property and
the City in the same condition in which it was when
su~entere:a the Property, except for normal wear and tear, damage to
except as provided for in this paragraph, and any destruction of the
'-'.,.r,...,,.M,er 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
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 es
be done by Licensee, the time schedule to per
date of such work. In the event repairs or
to the condition it was prior to License,~0.
,,,&Y
shall be applied toward the paYJne\}t .·:J
. .<fi.~
amount necessary to repair the damag
agrees to pay the '-""""'a~,..,
satisfied with the return
release fonn attached as S
been entirely used by The Ci
the
return the Property
event the deposit has not
'to the Property, the balance of
tciLicensee not later than thirty (30)
any personal property,
erty within twenty-four (24) days following
,.r%:· , then said property shall be deemed abandoned and
. "*iTt;&::· thereupon sole personal property of the City. The City, at its sole
'~~, ,,-
4'"ijj cretion without liability, shall remove the same and Licensee shall
reim, ·r~se the~ity for all costs associated with such removal and disposal within
iness days following such removal.
D. Payment of Use Fee.
Licensee shall pay to the City the Use Fee plus State of Florida Use Tax, if
applicable, within the time provided in Section 7 for the license in accordance
with the:schedule in Exhibit G.
16
Payments of the Use Fee, as applicable shall be made payable to "City of
Miami" and shall be mailed to 444 S.W. 2nd Avenue, 3th Floor, Department of
Real Estate and Asset Management, Miami, Florida 33130, or such other address
as may be designated in writing from time to time from the City Manager or
I
his/her authorized designee.
8. Security Deposit.
Simultaneously with the execution ofthi~Licet1se, the shall deposit with
City a Security Deposit in the amount ofT poo.oo) as
guarantee for the full and faithful perfonnanc of all obligati of Licensee
under this License or in cmmection with this Licet1&e "&Security"). ' . -If Licensee is in violatioli!)~; ond any applidtltl~ otice or cure period, the City
may use, apply or retain all or anyR Security for 1Wpt;ayment of (i) any fee or
expended by
or (iii) any
violation.
to1.RaJ:but did not pay, (ii) any sum
cordanc~ \Vith the provisions of this License,
".
e required to expend as a result of Licensee's
all or any part of the Security, Licensee
retained within thirty (30) days of the City's
use, application or retention of the Security or any
prevent the City from exercising any other right or
License or at law and shall not limit any recovery to
ntitled otherwise.
~msee is not in violation of this License, the Security or balance
thereof, as the<b' se may be, shall be retumed to Licensee not later than ten (1 0) 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 retum of the Security (or balance thereof) to the Licensee,
the City shall be completely relieved of liability with respect to the Security. Licensee
17
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 S
of the Licensee, Licensee shall be obligated to pay an
determined by TIITF/DEP in consideration for the ""~"~U.VH.-
Lands abutting the Property ("Ammal Submerg~d;Eands'Fee").
Lands Fee shall be due and payable withinten 7(10) business days of
.--_"f': ·:::;:--------<*ch/.
invoice. Unless otherwise instmcted by· TITI'F/DEP, .sftfel> fee shall be
'':·· > ftiM'#' .. / ''h~
Licensee to theCity, and the City shall forward saict{~p to TIITF/DEP. If remitted to the
~:·>
City, Licensee agrees to remit the
of Real Estate and Asset Manage
33130, Attention: DREAM, within t
'·"-J.;.,
.ual Submerged"iand::; Fee to the City's Department
•• ti(~:QRJ;<:AM"), 44'' SW"112nct A venue, Miami, FL.
,_ ---',,
· s·ufbeing billed by the City for
t to the City for remittance to the
eports required by TIITF/DEP which may
income :from wet slips for the Submerged
chec c is returned to the City as uncollectible, the Licensee shall
schedule:
$00.01 -$50.00
$50.01 -$300.00
$300.01 -$800.00
OVER$800
check fee (the "Returned Check Fee") based on the following
Returned Check Fee
$20.00
$30.00
$40.00
5% of the returned amount.
18
Such Returned Check Fee shall constitute additional fees due and payable to the
City by Licensee, upon the date of payment of the delinquent payment referenced above.
Acceptance of such Returned Check Fee by the City shall not, constitute a waiver of
Licensee's violations with respect to such overdue amount nor revent the City from the
pursuit of any remedy to which the City may otherwise be e In the event the City
must institute a civil suit to collect a returned check, the~
reasonable attorney's fee as provided by Florida Stahtf~$.
11. Late Payments. .
rJ!r
Licensee hereby acknowledges thht la:
Licensee to the City of the Use Fee and other sum ~~·hereunder will cause the City to
i~z,,.,,._
incur costs not contemplated by· this License, the iie.~~et amount of which will be
\~~.· ;<·'':. ~;·z:) .... ,fc
extremely difficult to ascertain. Act9·td1{~if ~f any instalt:tiient of the Use Fee or any
. <~ -'
other undisputed sum due from Licen'~ee sh11¢ ·~·h~:·~ex~i.Ved by the City within fifteen
the
·;,_-.
&a{e(!)nwhich such 1urdisputed sum is due; Licensee shall pay to the
•v ----___ ,,:,,_0o:oooo,:: -_ -.,,_-,,,:_,_ ',$
five percent~~.%) of such overdue amount. The Parties
. >a fair and reasonable estimate of the costs
by Licensee. Acceptance of such late
a waiver of the Licensee's default with respect to
t the City from exercising any of its other rights and
remedies. granted heretmder or at law or in equity. The tenns of this Section shall not
charges.'\Yhich are the subject of a good faith dispute which are promptly
controverte · ..11: ng setting forth all petiinent details .by the party seeking to avoid
• -~ >
payment. Proq1c.ptly 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 allllum from its due date. Payment of such interest shall not excuse or
cure any default by Licensee under this License.
19
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.,,;;(,, ~";;,at its sole cost, shall
upgrade and install all utilities and separate utility met :re
its use, shall be billed by the City for all such utilit '±, p vic~ during the event. In
the event that the City is billed for any utility '~rq\hat is a e{ult>~f Licensee's use
of the Property, the Licensee shall
business days of notification of the City'
curtail or suspend the
emergency,
Manager
repai · ;ial£~tati,Qns
_<;;,-.. L .: {'~;;~ i~ -f J:J'~\-
The Cit~~'~)iall in
uding but not limited to,
serving the Property, to
by reason of accident or
mp,ro,rei};:~ents in the judgment of the City
or due to difficulty in obtaining supplies or
reasonlable control of the City. The work of such
rerr'leflft~ftJ~]lillliU't)e prosecuted with reasonable diligence.
be liable for any failure of the utility companies or
J<t-
~vernmental autho "'·es to utility service to Licensee or for any limitation of
suppift esulting frorll overnmental orders or directives. Licensee shall not claim any
reason Of the City's or other individual's interruption, curtailment or
flity service, nor shall the Revocable License or any of Licensee's
mder be affected or reduced thereby.
20
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
similar governmental impositions or levies.
14. Sales Records.
parking surcharges and
,,~f
All records and c?].woices 10, sales slips, or
duplicate deposit slips, and all other suppo 1 e,cord$, shall be inspection
--...;I ,~ <Y--__ , '
and audit by the City and its duly authorized ;gJ~tJ~;r representatives during business
hours, and shall be maintaine accordance wifh(g~nerally accepted accounting
principles. The Licensee shall kee
, .. ~' ·· ,AI e, or cause!(to Be kept and preserved, said
records for not less than thirty six (3 . finination of this License. For
·· opies of all sales and tax returns
its local office of operations, and any other
s, which s w the Licensee's reasonable sales therein,
-s--
. ot~~aphic or scanned copies thereof to the City at no
co }r~~~ with the City's internal auditors and/or such other
Cit~·in order to facilitate the City's examination of records and
"'"~'"'LLLLLL'"'""''LL of records and accounts shall disclose a liability for
excess of the Use Fees theretofore paid by the Licensee for the
..,....,..,.UVJ<>. the Licensee shall promptly pay such additional Use Fees. If such
examination of records and accounts shall disclose an overpayment of the Use Fees
additional
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
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 tenn of this License, at its sole expen§;~f ;1\IJ.~enses, authorizations
/<•v::;~
and pennits that are necessary for Licensee to con t rits Boat Show commercial
·..,_-~,
activities.
Licensee shall be responsible for paying the c
licenses, authorizations and permits.
A. Vendor Regulations.
The Licensee's lay-out for all food and
cooperation with the City
life-safety requirements.
"-' ,_._,_,
om this plan. Without
e City Event Coordinator a
delivered seven (7) business days
1) em!itilneJot (i.e. freezers, refrigerators, blenders,
power needs. Vendors may be required to
Please contact the City's Special Events
(7) business days prior to the event if vendors will be
··:tusing equipni> that 'tequires electrical power in excess of standard household
-,_~~~i ~~ >~ '~~~=;~=~:,,,_ J~':~wt (110 v·'·'·~·~·lt/16 amps). ~\f·
2) .: . (f6od preparation areas reqmre a tent. Subject to City Event
Coordipa or approval, food carts and self-contained concession stands do not
v
require a tent. Two (2) 10 lb. ABC fire extinguishers are required at each food
vendor location. If hot grease or oil is used in food preparation, one (1) 10 lb.
40BC fire extinguisher is required. The vendor/promoter is responsible for
22
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
available upon request. At the close of the
your location.
trash bags are
4) Do not use frayed or unsafe ex1:en:~m'i:t'eord
5) Storage vehicles must be
hours prior to the scheduled
1s no vendor
parking on the property.
6)
food
license with valid
<UJ.••~ ...., ... vJ.J. vendor shall also display
and Professional Regulation
, ..... ~ ....... v ... All promoters are responsible for contacting the
vendfng regulations and license fees.
· ~ regularly inspect vendor areas for compliance. Failure to comply
jrlloss of damage deposit. Continuing failure to comply will result in
t termination of the right to vend in all City facilities.
B. Location Releases.
The City will execute and provide to Licensee, forthwith upon demand by
Licensee and without any fee or charge to Licensee, all "location releases" and
similar authorizations .as may be required from time to time by Licensee in order to
23
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 IJ..-"·"'"''+' , provided however,
the City agrees not to enter into another License or any Agreement on this
Property that would interfere with Licensee's ability tR
on the Property and/or the Submerged Lands Area'sO: long
This will not be constmed to prevent the Licel)~ee·•f;~~n
Show. The Licensee cannot exclude the Ci
~Property andiffcilities under
''>% ..,.
"'~4-"'"'IJ" as mutually agreed by the City
and Licensee.
Licensee acquires no
hereunder.
."",,..,.,_,.....,.".,.." use of the Property for
The Parties hereby agree
..,vu.ou ...... ., a lease. The rights of Licensee
a mere personal privilege to do certain acts of
and to use the Property, subject to the tenns of this
dolt1lJl101.1, possession and control of the Property. Therefore,
vw~n.,·rtu is conferred upon Licensee under the provisions hereof.
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
.. -... -.. _,, 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, constmction, repairs, partitions, or alterations to
the Property which may be authorized by the City Manager or his/her designee.
24
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, spall B'e~qyoid and shall confer
/' '
no right upon such assignee, shall constitute a default unger' :s License, and shall result
in an automatic revocation of the License and the i&fuedi~~~
Licensee hereunder.
18. Cancellation I Revocation-at -Will
f;J1''*
lVlllfUt\1ger without C)trse.
.._""'''-'HC>'-' without cause that is for
convenience, at any time, with
of the revocation to the
Pcf'"'L~ .. ,+,1,r.""1-'"'"'''LL"'._. by Section 33. This
License that is by the City, through its City
'-'vt;~<:>v'"• in accordance with this License being by Manager,
at Will License.
00%) of ancillary expenses must be paid seven (7)
opening date, Any overage will be refunded to the
ee withj:q thirty (3 0) days of event closing, or shall be applied to the overall
1~lcensee to the City. Ancillary expenses include, but are not limited
rical, mechanical, plumbing, utility, telecommunications and/or
infonnation 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
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 , he undisputed portion of
said invoice shall be due and payable within th' 0) days of receipt of final
billing. After the thirty (30) days, interest on':,> undisnut d unpaid balance shall
accrue at the rate of eleven and one half :;<Jii'tth1.50%) : ~)nonth.
C. Advanced Fees.
·• ··"·
by Licensee are non-refundable,
19. Termination for Cause.
notice
n and condition of this License.
nor·eac~hlflg party twenty (20) days written
vr~t!JiiJ'TLon or coiTect such deficiencies. Upon the
so, the nonbreaching party may cancel this License upon
to the breaching party and thereafter the License shall
without the necessity for further action by the
"· ·on £6r cause shall include, without limitation, any one of the following
(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
(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
come from outside the State of Florida, it is critie«t~m+
there be sufficient appropriate hotel rooms, ... vailable d The City
to provide agrees to use its reasonable efforts to encour
significant room blocks to the Licensee or its agen ,
~~>;t:;,,
21. Improvements, or Rep1a\1ewen'ts.
temporary·
... T,.,,",.n' the City has agreed to make
y described in Exhibit "D"
implement such improvements according to
making improvements to the Property in
($16,000,000). The Improvements made
's vision to improve Virginia Key and enhance its features,
erect;f~g or constructing temporary improvements for the Boat
from the City's Improvements. Licensee shall coordinate all
with the City, and shall work with the City to coordinate said
emlenrs. Except in the event of an emergency, Licensee shall not make
any other additional repairs or alterations required or permitted to be perfonned 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
may be conditioned or withheld for any or no reason whatsoever. In the event of an
emergency, Licensee may reasonably proceed to perfonn 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 acqg }1 necessary permits,
,,,Jf~:~'
including but not limited to, building pennits. The Lice:rj:'S~e; s}1all be responsible for all
costs associated with any temporary improvements and/or alterations including, but not
limited to, design, constmction, installation, an ',ttifig costs. , ·
The temporary improvements and a!ll.;,,alteratiol1.s must compl'
rt'j!Jlt"' ·
all statutes,
laws, ordinances and regulations of the Slate'crflFlorida,;~iami-Dade Co
>"'
Miami and any other agency that may have over the Property as they
the installation of any
from the Property.
~···· presently exist and as they rna;
alteration, addition or replacement,·.
22.
that Licensee
ts. ·
and 'ltaroughout the use period, all buildings and
-~J:-~---
vested in tHe:City, including all Improvements described
•:l'ri'1ih,.,.,., vJLHVHL.:> and any and all the Improvements
by written agreement, immediately upon their
property of the City and shall remain and be surrendered with the
"""'~'rvr.rt that the Licensee shall clearly identify, by written agreement
and as noted in Section 21, all the temporary improvements
be allowed to remove.
28
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. Parldng
The City, or its agent, will make reasonable
paid parking for the event at Virginia Key Beach
any available pre-
the east side of the Water & Sewer
potentially other areas in the vicinity of van or
similar service between this parking and customers.
However, since parking is limited, the Licensee s to provide sufficient parking
'-tt~',*'$-,,
locations outside of Virginia KeKwlth.,C~;dequate shutt ic,~ so that the majority of
.::,,_ .,~-I~t~-~:'itff«(%~ e;,;,
patrons can be shuttled in to minimiz'e traffic e Rickenbacker Causeway.
eotP~nte parking.
arking o~~rations on Virginia Key and other
the City for the Boat Show shall be defined
sts incurred are paid (including, but not
attendants, and off-duty law enforcement
operations at the Property or on Rickenbacker
'"'""''~'"'~"''"''-'H operators or concession owners are paid, and any
v.u.'"'""'"' 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
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, "~"'''"""·'"F
labor, services or materials supplied to the Licensee
possession of the Property as a result of an agreem
Licensee or Internal Revenue Service (IRS). Notlilng
-.. ,,,_,,.. --__
as constituting the consent or request of the Qlty, expressed or imp lie
otherwise, to any contractor, subcontract0Y;'~'f~~\;, er or
of any labor or the furnishing of any materials,
limited to, work,
nor as giving the Licensee the
rendering of any services or the
filing of any construction liens
shall at any time ,v..,,Jrn.Lvu shall cause it to be
discharged of
the City by
within that period, then in addition to
shall not be obligated to, discharge the lien
due or by procuring the discharge of the lien
City shall be entitled, if it so elects, to compel the
foreclosure of the construction lien by the lienor and to
"'T"''""""'"'.::..'.n~ .. u~'> that all amounts paid by the City shall be repaid to
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
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 incmred in
com1ection 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(~)
Property. The City will maintain a complete s
first receiving written approval from the<v:i)iflfct
changes key locks as approved by the Director,
must also provide to the City ~'Lcop;x or copies of s
required.
The City shall have access to
mes have access to the
~;_,~-~->-
.,..,
clcs to the Property 1\~~ not tmtil
__ :, :~l;~< u
·, work. In the J:vent Licensee
~}
p'{Jerty at any time to (a) inspect
e hereunder which Licensee has
u'"'''"'"'"'" to Licensee, Licensee not having cured such
·· fof'~J>ther purpos
, .. ,-~;;: I
ed
to assure Licensee's compliance with the
all applicable laws, ordinances, rules and
1;"'·"·'""''+' , to prospective purchasers, tenants or others, and (e)
may :Oe. deemed necessary by the City Manager or his/her
the v furtherance of the City's corporate purpose; provided,
City shall make a diligent effort to provide at least 24-hours advance notice
i~e the right to have one or more of its representatives or employees
present during4;, e time of any such entry. The City shall not be liable for any loss, cost
or damage to the Licensee by reason of the exercise by the City of the right of entry
described herein for the purposes listed above. The making of periodic inspections or the
failure to do so shall not operate to impose upon the City any liability of any kind
31
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
·~~p**,
monitor its compliance with safety precautions as required h ~feCferal, state or local laws,
rules, regulations and ordinances. By perfonning these i1lf:lP "pns, the City, its agents, or
representatives are not assuming any liability by virt'-cie ~f the'' ws, rules, regulations
QifY, its agents, or
'%$'. :-,
representatives from the occurrence, non-o ,
issuance of a notice to proceed, the
Department to schedule the inspection(s).
1ce or<Jesult of such ihs' tiop(s). Upon
~-,,--. "'
anagement
29. fiLicensee. , ,;, '~H'R
By entering into this License~~~on:~~c;t ~a~~es, re granted any assets, rights,
titles or interest 's assets, rif' ~~itle or i~t?rests, except as otherwise set forth
destruction or
, defend at its own cost and expense and hold hannless
·,,·rtf;,
efnployees and agents (collectively referred to as
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
of any property arising out of, resulting from, or in connection with (i)
the perfonnance 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
such Liabilities are, or are alleged to be directly or indirectly caused, in whole or part
(whether joint, concurrent or contributing) by any act, omission, default or negligence
(whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the
Licensee to comply with any of the Sections herein or the failure of the Licensee to
confonn to applicable statutes, ordinances, pennits, or other
of any governn;tental authority, federal or state, in coJnnt~Cll
this License, Licensee expressly agrees to indemnify
or any of them, from and against all liabilities
fonner employee of Licensee, or any of its
the Licensee's liability to such employee Of{Oimer em loyee would
to payments under state Workers'
similar laws.
31. Insurance.
or into
Licensee, at its sole cost,
and ril\if a part
1,Sd!if
invitees or patrons occurring in or about the Property
or in any way damaged, including, without limitation, fire,
, gas, water, rain, vandalism or theft which may leak or flow from
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
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 ,~lease from any legal
liability the City, its officers, agents and employees, f~gfi1c~llY, and all claims for injury,
death or property damage resulting from Licensee's uslttl~e n1;9' rty.
'\~;, \.~.'
33. Notices.
£
All notices or other communicatiJ~s, ''tnay be given pursuant to this
~ '/
License, shall be in writing and shall be deliver hand, telecopy, or registered mail
4'!> addressed to the other party at the'address indicated h Such notice shall be deemed
l)fail, on the fifth day after
arlrer.
given on the day on which hand de(
being posted or the date of actual rec
34
Pan American Drive
Miami, Florida 33133
City Attorney
City of Miami
444 SW 2nd A venue
Suite 945
Miami, Florida 33130
Director
Department of Real Estate and Asset
Management
City of Miami
444 SW 2nd A venue, 3rd Floor
Miami, Florida 33130
If to Licensee:
With a copy to:
34. Advertising.
National Marine Manufacturers Association,
Inc.
9050 Pines Boulevard
Pembroke Pines, FL. 33024
Attention: Cathy Rick-Joule
National Marine Manufacturers Association
231 S. LaSalle St.s<ISt!:~te #2050
Chicago, IL 6Q()04 "'"
#~·~%
Attn: Ben W~" :, xecutive Vice President
~oskey, 'or Vice President, &
to be placed upon the
tne approval of the Director or
withheld, at his sole discretion.
install, provide, maintain such sign,
as may be pem1itted hereunder in good
must further obtain approval from all
;durisdiction, and must comply with all applicable
the9 , gn Regulations in the City of Miami Code and Zoning
·-Dade County Sign Code, as applicable. Upon the cancellation
shall, at its sole cost and expense, remove any sign, decoration,
other thing pennitted hereunder from the Property. If any part of
the Property · 111 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 (1 0) 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
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 haf®access,
City contracts and all documents, records and reportS',Juliintained enerated pursuant
,': ;'
to this License, pursuant to the provisions ofChapter t)9, Florida Sta: §9 amended,
'*"'
including compliance with the provisions' ofSec~ion 1" ., }01, Florida tes, entitled
. --, -~~-~~~!~;;_--.... --··l-··-,,~~
"Contracts; public records" and agrees to allow acq~~~ by the City and the public to all
documents subject to disclosure
36. Compliance with Laws.
and ofthe
comply with all applicable laws,
Building Code as it may be amended),
gated by federal, state, county, and city
hsqftlie Charter and Code ofthe City. Licensee and/or
comply with reasonable directives of the City Manager .
. f
of the conflict of interest laws of the City (Miami City Code
Dade County, Florida (Dade County Code, Section2-11.1 et. seq.)
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
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.
~ --,j;.-
Licensee represents and warrants to the City th51-t·D~£ensee does not and will not
engage in discriminatory practices and that there shalf'~:" no 'Jdis~~t~nination in connection
'· ·>' ' with Licensee's use ofthe Property on account ~~~lor, sex,'f~ 'on, age, handicap,
marital status or national origin.
39. No Discrimination in Hiring.
<?<'
In the performance of thts'Li~~nse or any ex n thereof, Licensee and/or its
authorized agents shall not disc!'ifuin~t ~~~Jlloyee or applicant for
employment because of age, sex, sexhal oried act(, ~olor, religion, familial status,
of cm~1pf1nsation.
!fith.
40.
1)j,}'' 1
Licensee aga/~r its autP.8rized agents will take affirmative
applicant~i'are employed and that employees are fairly
,.,<P..
;1'6 their age, sex, sexual orientation, race,
national origin. Such action shall include, but
employment, upgrading, demotion or transfer,
layoff or termination, rates of pay or other forms
With Disability Act.
Licensy~ · 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
standards. Additionally, Licensee shall take affinnative 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
··'01@~:·:¥:~,
employ the Property, or any other City-owned property, to handle, transport, store or
dispose of any hazardous waste or substances and that it,will?' t conduct any activity at
' ,'..... ·· .. ;{~1'
the Property or City-owned property in violation J.cable Environmental
Laws.
42. Radon Gas. · ·{~ixu,r?a~¢>''~,. ,$
Radon is a naturally occurring radioactivJ•~~;~.~i:that, when it has accumulated in a
building in sufficient quantities, ·~a esent health ~i,skttq,persons who are exposed to it
over time. Levels of radon that e 1 and stat~·~~it<lelines have been found in
buildings in Florida.
43.
44.
,J[atlon and radon testing may be
hereto that time is of the essence with respect
final QC\Y of any period falls on a weekend or legal holiday, then
··. ·br the date of performance shall be extended to the next
Any w~rver 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
this License be construed as in any manner changing the tenns hereof to prevent the City
from enforcing in full the provisions hereto, nor shall the tenns of this License be
changed or altered in any manner whatsoever other than by written License of the City
and Licensee.
45. Litigation.
Any dispute herein shall be resolved in the
Florida. The Parties shall attempt to mediate any d
this is not intended to establish mediation a
/'
specific performance, equitable or injuncti~~:~~lief.
'lz~~~t:,~~,
46. Attorney(s)' Fees.
In the event it becomes
interpret the provisions of this
through all trial and appellate levels.
47.
qt}itigation. However,
ion prec;'
its own attorneys' fees
, voluntarily and intentionally waive
in respect of any action, proceeding or
hereto.
or arising out of, under or in connection with this
>HV' ....... cation 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
"''~i·a .. ,.,,_,. 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
49. No Partnership.
Nothing contained herein shall make, or be constmed 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 contern:i'H51ted to be perfonned,
executed and/or delivered by the Parties, the Parties<;" ree to perform, execute
and/or deliver or cause to be perfonned, executed¢~t{hd/or deJiv¥red any and all such
further acts, deeds and assurances as may be
'\%:.
y''to consmh(' e the transactions
contemplated hereby.
51. Amendments.
*'' No alterations, amendments"or modifications shall be valid unless executed
by an instmment in writing by til~ tpfihie~; with the s , tl f6~mality as this License.
't:'~L .:t=r~~:= -,=::--,;-~: ··· . . . L --:~-~-,-,
Neither this License, nor any ten11 fl~reof, can~ , , ~nge-6., modified, or abandoned, in
. '~:_< -__ ,_;'_::·~~:~:'' ,---&~{,>~ '
whole or in an instrume1it'Vin writing;~itJ!md no subsequent oral agreement
shall have um,"r"''""'"".... TheCity Manager is hereby authorized to execute
the necessity of further action by the
that no provision of this License shall be construed against any
party shall be deemed to have drafted this License.
53. Severll:bility 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
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
License, should any provision, section, paragraph, sertt~!!J
this License be detennined by a court of cmnpetent4~firi
otherwise unenforceable under the laws of the <:;!r<>'PP.S?N'
provision, section, paragraph, sentence, wort!~?r phras~ shall be '"'"''"'~H .. ,.
,J>~''"fi;Af'·· extent necessary in order to confonn witli sucli ,, s, or {(¬ modifiable,
,-y '4:;;;>
ed to the
same shall
be deemed severable, and in either event, the r ·.·. aining terms and provisions of this
~::< __ ':~;~ :_ ·,
License shall remain unmodifieJffud,4\~lll force and"effect or limitation of its use.
54. Invalidity.
,,, ,,,,;_:?
invalid for ~l,l~j:reason,
0<"< -.--o· __ ,_
License and the saiue,
this License shall be held to be
invalidity s ·all not affect the remaining portions of this
nain in full fotbtt1~nd effect.
-"«;--""
:':/tlf
""'"'k""''"'' headiffgs are for convenient reference and are not a part of this
56. Entirt¥
This L" nse represents the entire understanding between the Parties hereto as to
the subject matter hereof, and supersedes all prior written oral negotiations,
representations, warranties, statements or agreements between the Parties hereto as to the
same. There are no promises, terms and conditions, or obligations other than those
41
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 tllis
License and that the signatories below are duly authorized
respective behalf.
58. Limited Protection Clause
The City agrees that it will not license any
&f.
event for the period commencing (30) days
(30) days after Licensee's last show day (the " .LJU''"'x~··'""'
event" is hereby defined as an
number of exhibitors/booths in
substantially similar to the product
this License in their
lines the same as or
how that is open t/. event with a show open
Ol?J~enmrmtJLon of whether or not an event is a
lines in the proposed event's prior
~-··~,...,-~or Director.
of the Use Fees, costs and charges which are the
J;>:J.'-'""u'~'"''"' shall be due upon completion of event and payable at
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
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 4) _Rletely hold harmless
the City of Miami, and to pay all costs related to an¥/,r
acknowledges that Licensee owns various tradema'Aks, inc but not limited to
"National Marine Manufacturers Association," A"l:~\11\/HIVI
International Boat Show" and related lo
take any action inconsistent with Li'"'"'-~"'~'"
agrees not to
NMMAMarks.
62. Merchandise.
with City's
63.
""''"'~'"'"'-"" selling show related
to be in competition
time this License is executed.
anager or Director to operate any engine or
. or use gasoline, propane, or diesel for mechanical or
.u ... ,.,~.._ .. u, must be flameproof before the same will be
should have written verification of such flameproof
64. Licens_~ s Employees and Agents.
Licensee will furnish any technicians, stagehands, ticket sellers, ticket takers,
ushers, security guards, or any other auxiliary personnel at its own cost.
43
65. Emergency Powers to Vacate Property.
The City Manager may extinguish all lights in the Property, cease operation of
the air conditioning system, tenninate 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 n
reasonably believes are about to occur, and such action ·
and welfare of persons and/or property, and License
e occurred, or he
"'"
damages against the City , its agents or servants, ·
66. City Manager's Discretion.
¢,,
the City Manager. The City Mati~g~.
consults with Licensee.
By: ____________________ __
Signature
44
have caused this License to be
tive officers and hereunto duly authorized as
LICENSEE:
NATIONAL MARINE
MANUFACTURERS
ASSOCIATION Inc., a Delaware
not for profit corporation, authorized
to transact business under the laws of
the State ofFlorida.
By: ____________________ ___
Signature of President
Print Nmne Print Name of President
By: ___________ _
Signature
Print Name
Attest:
45
ATTEST:
Todd B. Hannon
City Clerk
City Attorney
CITY OF MIAMI,
a municipal corporation of the
State ofFlorida
Daniel:
ORMAND CORRECTNESS:
46
COMPOSITE EXHIBIT "A"
LEGAL DESCRIPTION (UPLANDS)
47
BOUNDARY SURVEY
48
U)
T'""'
0
N
~~;]f.:~~-----.---,----,~
I
(f)
I-
<(
0 co
MARINE STADIUM PARK HOSTING MIAMI BOAT SHOW 2016
\.0
,......j
0
N
$
0
I
CJ)
~
0 co
1--t
~
<(
1--t
~
~ z
1--t
1--
CJ)
0
I
~
0:::
<( a..
~
:::J
1--t
0
~
CJ)
w
z
1--t
0:::
<(
~
SK-1
N
N.T.S.
A
R
T
H
U
R
L
A
M
B
J
r
.
R
d
SK-2
N
N.T.S.
AR
T
H
U
R
L
A
M
B
J
r
.
R
d
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
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
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 Intemet Service $
Constmction drawings and schedule of completion t
51
I.
EXHIBIT "E"
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE-
REVOCABLE LICENSE AGREEMENT NMMA/BOAT SHOW AGREEMENT
Commercial General Liability (Primary and Non C
A. Limits of Liability
Bodily Injury and Property Damage
Each Occurrence
General Aggregate Limit
Products/Completed Operati
Personal and Advertising
B. Endorsements Required
$1,000,000
$2,000,000
$1,000,000
'$1,000,000
<·
II. Business Automobile LiabilifX
III.
A.
Erldorsemen't
of Mf~~ni listed as an additional insured
KxrA {!ffl
. ,J,s Compensation
Linli iability
Statutor., tate of Florida
Waivefof subrogation
Employer's Liability
A. Limits of Liability
$ 1,000,000
$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
IV.
v.
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
Marine Operator's Legal Liability and
Protection and Indemnity Liability
City of Miami listed as an additional insured
$ 10,000,000
$ 10,000,000
$1,000,000
VI. Excess Marine Operators Legal Lhtt1llity and
Protection and Indemnity
Jones Act, if applicable
Each Occurrence/Policy ~ggregate
\--
<;_',,"
City of Miami listed as an lifl;ditl{;}na,Linsured
$10,000,000
VII. Liquor Liability $1,000,000
VIII. Hull and:.Machin per declared value
The above policie . . ,,9vide
accordance with policy prt}Y.i~i~
··*~ith written notice of cancellation in
insurance are
approval.
0'
'"\,,
s.in the State ofFlorida, with the following qualifications,
.• , ·.d above:
\1st b ~ted no less than "A-" as to management, and no less than
·· gth, by the latest edition of Best's Insurance Guide, published by
New Jersey, or its equivalent. All policies and /or certificates of
iew and verification by Risk Management prior to insurance
The City reserves the right to request copies of all insurance policies associated with this
agreement, including, but not limited to all policy endorsements, and any and all coverage
information.
53
EXHIBIT "F"
PERMITTED USES, GOODS, PRODUCTS & EXHIBITOR CATEGORIES
54
EXHIBIT "G"
USE FEE PAYMENT SCHEDULE
Licensee shall pay to the City the Use Fee plus State of Florida use tax according to the
following schedule:
A) Upon commencement of the Effective Date of this License: $250,000.00
B) August 1: $250,000.00
C) February 1: Use Fee balance
D) By March 31, Licensee will provide a final report on the t.
State of Florida use tax, if applicable, for the license to.u roperty and indicate any
balance due to the City or balance refundable to the Licensee. ·AllY balance due the City
or refund due the Licensee shall be paid by 30~~ity to pay o/t arking net
55
EXHIBIT "H"
DAMAGE DEPOSIT RELEASE FORM
56
Exhibit D
EXHIBIT "D"
City of Miami
Marine Stadium Park
Site Improvement
PRELIMINARY SUBMITIAL
Opinion of Probable Construction Cost
Item No. Description
General Requirements
1 Mobilization
2 MOT
3 Dewatering (Allowance)
Buildings
4 Comfort Sta t ion
5 Electrica l Building
Landscaping
6 Tree Remova l
7 Sod/Turf
8 Sodding Replaceme nt
9 Palm Trees
10 Oaks
11 Green Bu ttonwood
12 Clusia Gutifera
13 Shrubs
14 Mulch
15 Irrigation
Hardscape
16 Water Fea t ure
17 10' High Cha i n Link Fence w/Graphics
18 Aluminum Picket Perimeter Fence
19 20' Wide Al uminum Picket Gate
20 4' W ide Al uminum Picket Pedest r ia n Ga t e
21 Benches
22 Drinking Fountain
23 Flag Poles
24 Bollards
25 Trash Receptacles
Pavement
26 Misc. Demoli tion (Allowance)
27 Asphalt Demol ition
28 Pavers
29 4" Co ncrete Si d ewalk
30 Limerock Base
31 3" Asphalt Pavement
32 3" Asphalt Pavement (Under Sod)
33 M illi ng & Resu rfacing
INTERNAL USE ONLY
DRAFT
January 7, 2015
Unit Quantity Unit Price Total
LS 1.00 s 206,231.40 s 206,231.40
LS 1.00 $ 309,347.10 $ 309,347.10
LS 1.00 $ 250,000.00 $ 250,000.00
Sub-Total Demolition s 76S ,578.50
LS 1.00 $ 350,000.00 $ 350,000.00
GSF 225.00 $ 300.00 $ 67,500.00
Sub-Total Buildings s 417,500.00
LS 1.00 s 75,000.00 $ 75,000.00
SF 384,000.00 $ 0.70 $ 268,800.00
SF 384,000.00 $ 0.80 $ 307,200.00
EA 50.00 $ 7,500.00 $ 375,000.00
EA 6.00 $ 4,000.00 $ 24,000.00
EA 98.00 $ 650.00 $ 63,700.00
EA 65.00 $ 500.00 $ 32,500.00
EA 5,000.00 $ 20.00 $ 100,000.00
CY 500.00 $ 55.00 $ 27,500.00
GSF 69,000.00 $ 2.00 $ 138,000.00
Sub-Total Landscaping s 1,411,700.00
LS 1.00 $ 250,000.00 $ 250,000.00
LF 515.00 $ 250.00 s 128,750.00
LF 4,200.00 $ 80.00 s 336,000.00
EA 1.00 $ 5,000.00 $ 5,000.00
EA 10.00 s 500.00 $ 5,000.00
EA 80.00 $ 2,000.00 $ 160,000.00
EA 10.00 $ 1,000.00 $ 10,000.00
EA 3.00 $ 3,000.00 $ 9,000.00
EA 80.00 $ 800.00 $ 64,000.00
EA 40.00 $ 1,000.00 $ 40,000.00
Sub-Total Hardscape s 1,007,750.00
LS 1.00 s 15,000.00 $ 15,000.00
SY 48,777.78 $ 7.00 $ 341,444.44
SF 55,000.00 $ 6.00 $ 330,000.00
SY 5,500.00 $ 40.00 $ 220,000.00
SY 75,400.00 $ 18.00 $ 1,357,200.00
Ton 4,092 .00 s 150.00 $ 613,800.00
Ton 7,040.00 s 150.00 $ 1,056,000.00
SY 3,600.00 s 15.00 s 54,000.00
Sub-Total Pavement s 3,987,444.44
INTERNAL USE ONLY
City of Miami
Marine Stadium Park
Site Improvement
PRELIMINARY SUBMIITAL
Opinion of Probable Construction Cost
Item No. De scri ptio n
Water
34 6" DIP Pipe
35 12" DIP Pipe
36 6" Va lve
37 24"x 12" Ta pping Sleeve & va lve
38 Fi re Hydra nt
39 Water Me ter
40 Backflow Preventer
41 Misc. Fitting
Sewer
4 2 Pump St ation Upg rade
43 8" Conc re t e Pipe
44 Manholes
4 5 Con nect ion Points
Draina ge
46 36" Dia French Drain
47 36" HOPE pi p e
48 Type 04 Inl ets w/Baffle
Electrical
49 Electrica l Demolit ion
50 High Ma st Ligh t ing
51 Pa nelboard 200A
52 Switch board 3000A, GOOV, 3W
53 nme Clock
54 75Kva Transformer
55 Pull Box ll"x18"x24"
56 Pull Box 13"x24"x24"
57 Pull Box 17"x30"x24"
58 Pu ll Box 24"x36"x24 "
59 Pu ll Box 36"x48"x24"
GO Pu ll Box 36"x60"x24 "
61 Comm unica ti ons
62 A-2-#2/0 CU., 1 tll/0 CU (G) 11/2 C."
63 B -2-#3/0 CU., 1 tl l /0 CU (G) 11/2 c."
64 C-2-#4/0 CU., 1 #1/0 CU (G) 2 c."
65 D -2-#250 MCM CU., 1 tl l /0 CU (G) 2 c."
66 E-2-#300 MCM CU., 1 #1/0 CU (G) 2 1/2 c."
67 F -2 -#350 MCM CU., 1 #1/0 CU (G) 2 1/2 c."
68 G -2-#400 MCM CU ., 1 #1/0 CU (G) 2 1/2 c."
69 H -4-#400 MCM CU., 1 #1/0 CU (G) 3 C."
70 I -6 -#400 MCM CU., 1 #1/0 CU (G) 3 1/2 c."
71 J -2 SETS OF 4-400 MCM CU., 1 tl l/0 CU (G) 3 C."
Un it Quantity Unit Price
LF 800.00 $ 45.00
LF 4,500.00 $ 85.00
EA 14 .00 $ 1,500.00
EA 1.00 $ 10,700.00
EA 14 .00 $ 4,000.00
EA 1.00 $ 10,000.00
EA 1.00 $ 20,000.00
LS 1.00 $ 10,000.00
Sub-Total Water
LS 1.00 $ 250,000.00
LF 2,000.00 $ 55.00
EA 8.00 $ 4,500.00
EA 20.00 $ 2,000.00
Sub-Total Sewer
LF 4,800.00 $ 100.00
LF 5,500.00 $ 55.00
EA 6 4 .00 $ 4,000.00
Sub-Total Drainage
LS 1 .00 $ 20,000.00
EA 6.00 $ 45,000.00
EA 1.00 $ 3,000.00
EA 1.00 $ 60,000.00
EA 1.00 s 150.00
EA 1.00 s 5,000.00
EA 12 .00 $ 400.00
EA 6.00 $ 500.00
EA 4.00 $ 750.00
EA 5.00 $ 1,050.00
EA 4.00 $ 1,700.00
EA 4.00 s 2,000.00
LS 1.00 $ 100,000.00
LF 267 .00 $ 13.50
LF 195.00 $ 14.50
LF 264 .00 $ 17.00
LF 531.00 $ 19.50
LF 150.00 $ 22.00
LF 105.00 $ 24.50
LF 165.00 $ 26.50
LF 56.00 $ 47 .30
LF 104 .00 $ 68.00
LF 47.00 $ 90.80
DRAFT
January 7, 2015
Total
s 36,000.00
$ 382,500.00
s 21,000.00
$ 10,700.00
$ 56,000.00
$ 10,000.00
$ 20,000.00
$ 10,000.00
$ 546,200.00
$ 250,000.00
$ 110,000.00
$ 36,000.00
$ 40,000.00
$ 436,000.00
$ 480,000.00
$ 302,500.00
$ 256,000.00
$ 1,038,500.00
$ 20,000.00
$ 270,000.00
$ 3,000.00
s 60,000.00
$ 150.00
$ 5,000.00
$ 4,800.00
$ 3,000.00
$ 3,000.00
s 5,250.00
$ 6,800.00
$ 8,000.00
$ 100,000.00
$ 3,604.50
$ 2,827.50
s 4,488.00
$ 10,3 54.50
$ 3,300.00
$ 2,572.50
$ 4,372.50
$ 2,648.80
$ 7,072.00
$ 4,267.60
INTERNAL USE ONLY
City of M iami
Marine Stadium Park
Site Improv e ment
PRELIMINARY SUBMITIAL
Opinion of Probable Construction Cost
Item No. Description
72 K -2-#8 CU., 1 #8 CU (G) 3/4 C."
73 L1-2-#8 CU ., 1 #8 CU (G) 3/4 C."
74 L2-2 SETS OF 4-#400 MCM IN 1 -#1/0 CU GIN 3 c."
75 M1 -2-#8 CU., 1 #8 CU (G) 3/4 C."
76 M3 -2 SETS OF 4-#400 MCM IN 1 -#1/0 CU G IN 3 c."
77 M2 -2-#2/0 CU., 1 #1/0 CU (G) 11/2 (."
78 N -2-#10 CU., 1 #10 CU (G) in 3/4 C."
79 01-2-#6 CU ., 1 #6 CU (G) in 1 c."
80 02-2 -#350 CU., 1 #1/0 CU (G) 2 1/2 c."
81 P1 -2-#6 CU ., 1 #6 CU (G) i n 1 C."
82 Q1 -2-#6 CU ., 1 #6 CU (G) in 1 C."
83 Q2 -2-#500 M CM CU., 1 #1/0 CU (G) 3 C."
84 R -2 -#500 MCM CU., 1 #1/0 CU (G) 3 C."
85 52 -2-#500 MCM CU., 1 #1/0 CU (G) 3 C."
86 51 -2-#4/0 CU ., 1 #3 CU (G) 2 C."
87 Tl -2-#4/0 CU., 1 #3 CU (G) 2 C."
88 T2 -2-#400 M CM CU., 1 #1/0 CU (G) 2-1/2 C."
89 T3 -2 SETS OF 2 -#500 MCM CU., 1 #1 /0 CU (G) 3 C."
90 U -2 -#2/0CU .,1 #3 CU (G) 11/2 C."
91 V1-2-#2/0 CU., 1 #3 CU (G) 11/2 C."
92 V2-2 -#400 MCM CU., 1 #1/0 CU (G) 2-1/2 C."
93 W1 -2-#2/0 CU., 1 #3 CU (G) 11/2 C."
94 W2 -3 SETS OF 2 -#400 M CM CU., 1 #1/0 CU (G) 2-1/2 C."
95 W 3-2 SETS OF 2 -#500 M CM CU ., 1 #1/0 CU (G) 3 (."
96 X1 -2-#2/0 CU., 1 #3 CU (G) 11/2 (."
97 X2-4 SETS OF 2-#400 MCM CU., 1 #1 /0 CU (G) 2-1/2 c."
98 X3 -2 SETS OF 2-#500 MCM CU., 1 #1/0 CU (G) 3 (."
99 Y1 -2-#10 CU ., 1 #10 CU (G) in 3/4 c."
100 Y2-2 SETS OF 2 -#400 M CM CU ., 1 #1/0 CU (G) 2-1/2 (."
101 Z1 -2-#10 CU., 1 #10 CU (G) in 3/4 C."
102 Z2 -2 SETS OF 2 -#2/0 CU., 1 #3 CU (G) 11/2 c."
103 Z3-6 SETS OF 2-#400 MCM CU., 1 #1/0 CU (G) 3 c."
104 Z4 -2 SETS OF 2 -#500 MCM CU., 1 #1/0 CU (G) 3 C."
105 Ex cava tion & Backfill
106 Flowable Fill
107 Mise Electrical i.e Connectors, Whips etc.
108 Service Po int
109 FPL Feed
Unit Quantity Unit Price
LF 70.00 $ 3.80
LF 73.00 $ 3.80
LF 73.00 $ 90.80
LF 159.00 $ 3.80
LF 158.00 $ 90.80
LF 159.00 $ 13.50
LF 192.00 $ 3.05
LF 90.00 $ 5.10
LF 90.00 $ 24.50
LF 17.00 $ 5 .10
LF 107.00 s 5.10
LF 106.00 s 32.30
LF 45.00 s 32.30
LF 104.00 s 32.30
LF 104.00 s 15.35
LF 97.00 s 15.35
LF 96.00 s 26 .50
LF 96.00 s 60.80
LF 44.00 s 12.5 0
LF 179.00 s 1 2.50
LF 178.00 s 26.50
LF 120.00 s 11.85
LF 120.00 s 73.50
LF 120.00 s 60.80
LF 105.00 s 11.85
LF 105.00 s 97.80
LF 104.00 s 60.80
LF 45 .00 s 3.05
LF 44 .00 s 50.00
LF 60.00 s 3.05
LF 60.00 s 23.00
LF 59 .00 s 144.80
LF 59.00 s 60.80
CY 758.81 s 7.50
CY 663.96 s 180.00
L5 1.00 s 150,000.00
EA 3.00 s 150,000.00
L5 1.00 s 100,000.00
Sub-Total Electrical
SubTotal Construction Co st
Contingency 20%
Total Construction Cost
Design 8%
Permit Fees 2%
Con struction management 5%
Construction Administration 5%
Total Project Cost
DRAFT
January 7 2015 .
Total
$ 266.00
$ 277.40
$ 6,628.40
$ 604 .20
$ 14,346.40
$ 2,146.50
$ 585.60
$ 459.00
$ 2,205.00
$ 86.70
s 545.70
s 3,423.80
s 1,453.50
s 3,359.20
s 1,596.40
s 1,488.95
s 2,544.00
s 5,836.80
s 550.00
s 2,237.50
s 4,717.00
s 1,422.00
s 8,820.00
s 7,296.00
s 1,244.2 5
s 10,269.00
s 6,323.20
s 137.25
s 2,200.00
s 183.00
s 1,380.00
s 8,543.20
s 3,587.20
s 5,691.11
s 119,513.33
s 150,000.00
s 450,000.00
s 100,000.00
_s_ 1,466,475.49
$ 11,077 ,148.44
$ 2,215,429.69
$ 13,292,578.12
s 1,063,406.25
$ 265,851.56
$ 664,628.91
$ 664,628.91
$ 15,951,093.75