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RESOLUTION 92-20479 V • RESOLUTION NO. 92-20479 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING SPECTACOR MANAGEMENT GROUP TO EXECUTE A LEASE AGREEMENT WITH THE AMERICAN RENTAL ASSOCIATION FOR USE OF HALLS A, B, C AND D OF THE CONVENTION CENTER FEBRUARY 1 THROUGH FEBRUARY 11, 1994 WHEREAS, the Agreement between Spectacor Management Group ("SMG") and the City of Miami Beach ("City") authorizes SMG to execute contracts for lease of the Convention Center though December 31, 1993 ; lease agreements for lease periods after December 31, 1993 must be approved by the City Commission; and WHEREAS, an appropriate Lease Agreement has been provided by Spectacor and approved as to form by the City Attorney; and WHEREAS, the City Commission has been advised of and is familiar with the terms and provisions of the said Lease Agreement and deems it to be in the best interest of the City to authorize the execution of the said lease agreement by SMG. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the attached Agreement between the American Rental Association and Spectacor Management Group is hereby authorized and approved. PASSED and ADOPTED this 8th ay of Ap "1 , 1992 . MAYOR Attest: e- rn.? 1 tAA5't r-&cl\AA City Clerk \J/ Form Approved 6;;;;iLqr;?Z Legal Department Odf/ PNB: lm C:\resotuti\spectaco • • • \ III I ' 1 • • • • ; , . • CITY BEACH ® F! MIAN1I CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010 FAX: (305) 673-7762 COMMISSION MEMORANDUM NO. ay-47-i, DATE: March 5 ,1992 TO: Mayor Seymour Gelber and Members of the City Commission FROM: Roaer M. Carlton Z ::: City Manager SUBJECT: Approval Of The American Rental Association Contract - Convention Dates : February 1-11 ,1994 In accordance with the agreement between Spectacor Management Group ( SMG) and the .City of Miami Beach, execution of contracts that exceed the term of the agreement must be approved by the City Commission. Spectacor Management Group' s contract terminates December 31 ,1993 . The American Rental Association was booked by the Greater Miami Convention and Visitors Bureau (GMCVB) in August 1990 . This association is a first priority event as defined by the Convention Center' s Booking Policy. The Booking Policy was negotiated with users of the facilities , the Miami Beach Convention Center Advisory Board, the Legal Department and approved by the City Commission. (Attached is a copy of the Booking Policy. ) • The following information was submitted by the GMCVB: Total Registration Attendees - 10 ,000 Total Room Nights - 20 ,000 Total Rooms on Peak Night - 4 , 000 Economic Impact - 9 .7 Million Dollars This association will be renting the four ( 4 ) halls of the Convention Center. The rental rate is 65c per square foot of the net exhibit space per hall, with a minimum guarantee of $88 ,000 , plus Florida State tax. Based on prior history of other facilities and cities , it is anticipated that a minimum of 200 ,000 net square footage will be used resulting in rental of $130 , 000 . ADMINISTRATION AND SPECTACOR MANAGEMENT GROUP RECOMMENDATION: Approve contract with the American Rental Association. C4 CBT:NL:mq ---7_13 AGENDA .. ITEM DATE I 4 1 � • ,0 CITY OF MIAMI BEACH �. l..Y rl CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010 FAX: (305) 673-7782 COMMISSION MEMORANDUM NO. / / .. 92 DATE: March 31 , 1992 TO: Mayor Seymour Gelber and Members of the City Commission FROM: Roger M. Carlton City Manager - SUBJECT: Conflict Of Dates Between The American Rental Association And The Original Miami Beach Antique Show - February 1994 At the March 19 , 1992 meeting of the Miami Beach Convention Center Advisory Board, the date conflict in February 1994 between the American Rental Association and the Original Miami Beach Antique Show was discussed. Mr. Lou Baron principal owner of the Antique Show and his attorneys discussed the show' s value to the community, the .amount of hotel rooms used and the thirty ( 30 ) years that the Antique Show has been booked in the Convention Center. Mr. Pat Brown, First Assistant to the City Attorney , stated to the Board the criteria of the booking policy, which identifies first priority and second priority events . The following recommendation to the City Commission was approved by vote of 6 to l . ( Mr. Robert Speigelman abstained from voting due to a conflict of interest ) : Based upon the booking policy which was established by the Advisory Board Members a few years ago, and has been honored both by the Greater Miami Convention and Visitors Bureau and SMG, and with the recommendation of the City Attorney , the Advisory Board motioned to accept the American Rental Association' s contract in February 1994 and further recommend that the City Commission clearly authorize SMG to execute the American' Rental Contract for February 1994 . ADMINISTRATION RECOMMENDATION: Based upon the booking policy of the Miami Beach Convention Center and the Convention Center Advisory Board' s recommendation, it is recommended that the City Commission approve the contract with the American Rental Association for February 1994 . RMC:NL:meq 4. 18 AGENDA ITEM .� � ..• DATE 41"` gia° MIAMI I3EACH CONVENTION CENTER LEASE This lease agreement made this 7th day of February, 1992 by and between Spectacor Management Group ("Operator") , and AMERICAN RENTAL ASSOCIATION whose address is: 1900 19th Street, N.W. Moline, Illinois 61265 Attention: Darlene Summers, Convention Manager ("Lessee") . WITNESSETH : Operator manages, operates and maintains the Miami Beach Convention Center, on behalf of the City of Miami Beach, a Florida municipal corporation (the "City") , under rights granted by and obligations imposed under an agreement between City and Operator. 1) Premises and Terms: Operator hereby leases to the Lessee, and the Lessee hereby leases from the Operator the following described property, hereinafter referred to as the "Premises, " to wit: Halls A, B, C & D Halls A, B, C & D Meeting Rooms ("Premises") in the Miami Beach Convention Center. February 1 - 5, 1994 Move-In February 6 - 9, 1994 Show February 10 - 11, 1994 until Noon Move-Out Lessee to have and to hold the above-described premises for the term of Eleven (11) days, commencing on February 1, 1994 at 7 :30 A.M. , and terminating on February 11, 1994 at 12 : 00 Noon. 2) Use: Lessee shall use the premises solely for the purpose of: AMERICAN RENTAL ASSOCIATION ANNUAL FEBRUARY NATIONAL TRADE SHOW 3) Services: Operator agrees to furnish normal janitorial service in public areas and aisles (vacuum cleaning not included) , air conditioning during show hours, houselights and the following services: If stated below, the Operator will furnish the following additional services, equipment, materials, technicians, etc. , on the following terms and conditions: 4) Rent: Lessee shall pay, without demand, together with any and all sales, use and state taxes arising or accruing during the term of the leasehold in the following basis: Rental Rate: Sixty Five ( . 65) cents per square foot of net exhibit space, per hall, used with a minimum guarantee of Eighty Eight Thousand and no/100 ($88 , 00. 00) Dollars based on Five Thousand Five Hundred and no/100 ($5, 500. 00) Dollars per hall per show day, plus Florida State Rental Tax, which is currently 6. 5% . ./11146c-"--- /4.6-etlel.O 0 Deposit Due:_ Fives and no/100 ($5O Dollars payable upon signing of contract; Nine--Thousands F-ive-Bundred--and---nod 10-0 E - - ,a -,9 0- -d-ays aft. sign ing---o€--eontr-aet; 0 9 0 0).. -Do I a-r s:�.pa-yable=-sem $�6 i 000-� 1 Febrt ary--1; 1993-;---' 'wenty-S ix^Thoiieand~ nd-no-/-100---(12 6;000:-0-01 ( \J ` Thousand and -/A2.----' IA no/1002iç2&7Ooo.00) Dollars, plus Florida State Rental Tax'r_ payable on December 1, 1993 . ,X, -rZ 3, Rent shall be paid to: Miami Beach Convention Center, 1901 Convention Center Drive, Miami Beach, Florida 33139 . Lessee also covenants and agrees to pay interest at the rate of eighteen (18%) percent per annum for any payment of rent due and payable and not received by Operator on or before thirty (30) days from due date. Time is of the essence in this Lease. 5) Security Deposit: Within 90 days of the signing signiqgpf this agreement, Iji' Lessee 0I as ,deposited with Operator the sum of T-444 Thousand and no/10 -�-:p ( i,Z') ) Dollars as security for the faithful performance and observance by Lessee of the provisions of this Lease. In the event the Lessee shall fully and faithfully comply with all of the terms, covenants, provisions and of this Lease, security L � n conditionssaid shall be set off against any rent owed to the Operator at the termination of the Lease. In the event of any bankruptcy or other insolvency proceeding against Lessee, it is agreed that all security deposits held hereunder shall be deemed to be applied by Operator to rent, sales tax and other charges due at date of bankruptcy and/or insolvency. 6) Notices: For purposes of notice or demand, the respective parties shall be served by certified or registered mail, return receipt requested, at the above addresses. 7) Box Office - N/A 8) Exculpation and Indemnification Clause: Lessee agrees that it will indemnify, hold and save the City of Miami Beach ("City") and Operator, their officers, agents, contractors and employees whole and harmless and at Operator' s option defend same, from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments of any nature recovered from or asserted against Operators on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Lessee or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitee or of any other person entering upon the Premises leased hereunder with the express or implied invitation or permission of Lessee, or when any such injury or damage is the result, proximate or remote, of the violation by Lessee or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitee of any law, ordinance or governmental order of any kind, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Lessee, its agents, servants, employees, contractors, patrons, guests, licensees or invitee of the Premises leased hereunder. Lessee covenants and agrees that in case Operator or City shall be made parties to any litigation against Lessee or in any litigation commenced by any party other than Lessee relating to this Lease or to the Premises leased hereunder, then Lessee shall and will pay all costs and expenses, including reasonable attorney' s fees and court costs, incurred by or imposed upon Operator or City by virtue of any such litigation. These terms of indemnification shall be effective unless such damage or injury may result from the sole negligence, gross negligence or willful misconduct of Operator. 9) Ordinances and Regulations: shall comply with all applicable(-3_ laws, statutes and ordinance and all rules and requirements of the 4,1") % City of Miami Beach. Lessee shall not admit to the premises a larger number of persons than the total number designated by the General 2 Manager of the Convention Center (hereinafter called the "General Manager") as the seating capacity or the number that can safely and freely move about. 10) Responsibility for Damage: If the leased premises 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 Lessee shall be responsible. Lessee is to properly care for all equipment entrusted to Lessee during the term of this Agreement and all such equipment so entrusted which is lost, stolen, or disappears shall be the sole responsibility of Lessee and Lessee shall pay the full replacement cost thereof to Operator. 11) Articles Left on Premises: Any article remaining on the leased premises left, lost or checked in the building by persons attending any performance, exhibition or entertainment shall be collectible solely by Operator. 12) Signs: Lessee, its agents, exhibitors, et al. , shall only post signs as permitted by General Manager. 13) Sale of Concessions: Operator reserves the sole right to sell favors, refreshments and all catering, to conduct coat/luggage check rooms, and to conduct all services related to the business center. The operator will reserve sole rights to sell souvenirs, programs, periodicals, to take photographs, to control radio/movie/television broadcasting, recording and transcription rights except where these activities are conducted for the sole benefit of the sponsoring educational, trade or charitable association or organization. 14) Use of Machinery: Lessee shall not, without the written consent of Operator, put up or operate any engine or motor or machinery on the premises or use oils, burning fluids, camphene, kerosene, naphtha or gasoline for either mechanical or other purposes or any other agent than gas or electricity for illuminating the demised premises. All decorative materials must be flameproof before the same will be allowed in the buildings and should have written verification of such flameproof treatment or qualities. 15) Assignment and Subletting: Lessee shall have no right to assign or sublet this Lease without the prior written consent of Operator. The criteria for approving such an assignment or subletting includes: (a) net worth; (b) industry reputation of assignee or sublessee; (c) experience; (d) business reputation; and (e) any and all other criteria that Operator shall find relevant. The terms assignment or subletting as used in this lease, shall include any and all transfers of Lessee 's interest in this Lease whether voluntary or involuntary, including any lien upon Lessee' s interest, or any transfer by Lessee, any assignee or sublessee, heir, personal representative, or successor of Lessee, or by any receiver or trustee with jurisdiction over Lessee, a subsequent assignee or sublessee or its property. 16) Default and Operator' s Remedies: Default shall be defined as the untimely performance of any and all clauses in this Lease or in the transmittal which is incorporated by reference into this Lease. The Operator may exercise any and all of the remedies herein enumerated or permitted by law. Default may include: (a) Failure to pay any rent payment or any portion thereof within ten (10) days of due date; (b) Abandonment of the leased premises, whether partial or total; (c) Failure to carry insurance as required by the transmittal letter; 3 (d) Any and all checks given by the Lessee returned for insufficient funds or N.S.F. ; and (e) Any other event which the Operator deems to be a material default; furthermore: Operator may exercise any or all remedies enumerated or permitted by law. Operator may hold a landlord' s lien on any and all personalty when Lessee is in default and Lessee expressly gives Operator permission to remove and store at Lessee' s expense, any personalty abandoned on the demised premises. The Lessee shall pay upon demand all the Operator' s legal costs, charges and expenses, including the fees of counsel, and costs of appeal, staff and leasing agents retained by the Operator, incurred in enforcing the Lessee's obligations hereunder or incurred by the Operator in any litigation, negotiation or transaction in which the Lessee causes the Operator to become involved or concerned. Operator may resort to any one or more of such remedies or rights, and adoption of one or more such remedies or rights, shall not necessarily prevent the enforcement of other remedies or rights concurrently or thereafter. 17) Insurance: As additional consideration over and above the rental payments made by Lessee herein, Lessee shall, at its own expense, comply with all of the following insurance requirements of the Operator. It is agreed by the parties that the Lessee shall not occupy the premises until proof of the following insurance coverage has been furnished to the City and Operator. (a) Commercial general liability insurance, on an occurrence form, in the amount of One Million ($1, 000, 000. 00) Dollars per occurrence for bodily injury, death, property damage, and personal injury. The policy must include coverage for premises operations, blanket contractual liability (to cover indemnification section) , products, completed operations and independent contractors. If the user's activities involve the sale of alcohol, then liquor liability in the same amount is also required. These policies must name the City of Miami Beach and Spectacor Management Group as additional insurers. b) Automobile liability insurance in the amount of One Million ($1, 000, 000. 00) Dollars per occurrence to provide coverage for any owned and non-owned vehicles used by the Lessee on the Facility premises, including loading and unloading hazards. This must name the City of Miami Beach and Spectacor Management Group as additional insurers. c) Workers ' compensation and employer ' s liability coverage as required by Florida Statute. d) It is understood and agreed that all coverage provided by the Lessee are primary to any insurance or self-insurance program the City has for this Facility and the Lessee and their insurance shall have no right of recovery or subrogation against the Operator. e) All policies must be issued by companies authorized to do business in the State of Florida and assigned a rating of A:X or better, per Best's Key Rating Guide, latest edition. f) The City must receive thirty (30) days written notice prior to any cancellation, non-renewal or material change to the required insurance policies. This written notice must be sent to the City of Miami Beach Risk Management Division, 1700 Convention Center Drive, Miami Beach, FL 33139 . g) Evidence of the required insurance policies must be provided to Spectacor Management Group by submission of an original 4 certificate of insurance thirty (30) days prior to the lease period. h) Alternate coverage to satisfy these requirements is subject to prior approval of the City' s Risk Manager. Additional insurance coverage, as determined by the City' s Risk Manager, may be required for this lease. 18) Ra a t; ter.,esse agor-r e s e r v e s---the--r±g ht---a f to r--the-exec ' or during the term of this Lease, at the Lessee ' s cost and ex e, to remove the Lessee from the premises and relocate Lessee ' - ome other space of Operator's choosing of approximately the s dimensions and size. If Lessee is removed and relocated in 2.1.11space within the 4( - 1 i Building which is then leasing at a rent,„last than the rent of the 11,4"7 premises at that time, Lessee's rentergll be reduced to the rent then Y _ being charged for the space in hth Lessee has been relocated. Lessee, by the execution is Lease, acknowledges the foregoing right of Operator, and-bio rights herein granted to Lessee, including but not limitedto' he right of peaceful and quiet enjoyment, shall be deemed orristrued to have been breached or interfered with by reason of O or' s exercise of the rights herein reserved in this 19) Administrative Charges: In the event any check, bank draft or negotiable instrument given for any money payment hereunder shall be dishonored at any time and from time to time, for any reason whatsoever not attributable to Operator, Operator shall be entitled, in addition to any other remedy that may be available, to make an administrative charge of Twenty ($20. 00) Dollars for each such check. 20) -Possession n-the event-Operator-- is-unable -to-tea possession of the leased premises because of the unauthor ' . - . holding over of any tenant or tenants or due to delays in c. • - ruction or any other reason, as long as such inability conti - , a per diem abatement of the rent shall be allowed t. -ssee but nothing shall / %, operate to extend the term of this - .se beyond the original ' o date and said abs m of rent shall be the total limit of 6(15 expiration abate ml of Operator t. -ssee for any losses or damages incurred by Jsee due or re - - - 4 to such delay in obtaining possession of the ' leased prem . The computation of the per diem abatement in the ren '•-seemed to be the liquidated and agreed damages for any delay 21) Portions of Premises Not Demised: Lessee understands and agrees that during the terms of this Lease, Operator may use or cause to be used for conventions, expositions, attractions, or for any legal purpose whatsoever, any portion of Operator's building not demised to Lessee. Operator shall not be responsible for any actions of any other user of the building. 22) Floor Plan: Lessee shall provide the General Manager with a floor plan, indicating all spaces to be used for exhibits, at least sixty (60) days before the Lessee publishes or distributes any material containing such information. The floor plan to be provided by Lessee shall set forth all information pertinent to operating policies for the event. The General Manager hereby reserves the right, by written notice to Lessee within ten (10) days of receipt of the floor plan, to require Lessee to make such changes, deletions and additions in the floor plan and the operation policies described therein as he may deem reasonably necessary or desirable to the safe and efficient operation of the Miami Beach Convention Center. Failure by Lessee to make any such reasonable changes, deletions or additions requested by the General Manager within ten (10) days after receipt of notice thereof shall constitute a default or Operator may deny possession to the Lessee. 23) Notice to Food Service Concessionaire: Lessee will advise the Convention Center concessionaire of all of its food, beverage and catering requirements, if any, as soon following execution of this Agreement as is practicable, and shall not enter into any contract, 5 agreement, promise or obligation, whether written or oral, expressed or implied, with any other party for the purpose of providing the aforesaid services. If exhibitors intend to give away food or beverages, these items must be purchased through the concessionaire. 24) Lessee shall make available to Operator, upon request, all records and books related to this Agreement at such time and place as shall be designated by Operator for examination thereof for the purpose of an audit to be performed by an auditor designated by Operator. Lessee shall inform all services retained by it to provide services in connection with Lessee' s Lease of Operator ' s premises pursuant to this Agreement, that they must also agree to the aforesaid provision relating to audit upon request of Operator. 25) Lessee' s Employees and Agents: Operator will not furnish any technicians, stagehands, ticket sellers, ticket takers, ushers, security guards, or any other auxiliary personnel not otherwise expressly provided for herein and such personnel engaged to provide the said services are employees of Lessee, whose responsibility it is to provide payment of workmen' s compensation, unemployment insurance, social security and withholding taxes. Neither the Operator, its representatives, agents or employees or the Miami Beach Convention Center, its representatives, agents or employees are responsible for ushers or security hired by the Lessee or any other parties. 26) Emergency Powers to Vacate Premises: The General Manager may extinguish all lights in the leased premises, cease operation of the air conditioning system, terminate service of any other utilities upon the premises, order evacuation of all or any portion of the leased premises, or cause to be removed therefrom any person or group of persons, any materials, equipment or other items if, in his judgment, circumstances of a dangerous or unusual nature have occurred, or he reasonably believes are about to occur, and such action is necessary to secure the safety and welfare of persons and/or property, and. Lessee waives any right and/or claim for damages against Operator, its agents or servants, in such eventuality. 27) Supply of Keys to General Manager: The General Manager or his representative shall have available to him at all times, total and complete access to all portions of the leased premises. Lessee shall supply to the General Manager, or his representative, a key or keys to any and all parts of the premises which Lessee desires to secure under lock, such keys and locks to be provided for and installed and removed at the sole expense of Lessee, subject to immediate removal upon termination of this Agreement, or otherwise at the discretion of the General Manager. In the event the General Manager determines it to be necessary to remove any locks which have been installed by Lessee, the General Manager may order such removal, the cost of which shall be borne by Lessee. 28) No Box Office Bailment: N/A 29) General Manager' s Discretion: Any matter not expressly provided for herein shall be within the reasonable discretion of the General Manager. 30) Miscellaneous: (a) All legal proceedings arising from this Lease shall be in the courts situated in Dade County, Florida. (b) If any section, subsection, clause or provision of this Lease is held invalid, the remainder shall not be affected by such invalidity. (c) This Lease may only be altered, changed or amended by an instrument in writing signed by both parties hereto. 6 • (d) No waiver of any covenant or condition of this Lease by either party shall be deemed to imply or constitute a further waiver of the same covenant or condition or any other covenant or condition of this Lease. (e) This Lease contains and embodies the entire agreement of the parties hereto and no representations, inducements or agreements, oral or otherwise, between the parties not contained and embodied herein shall be of any force and effect. (f) In any conflict between the Lease and other written provisions, the Lease shall prevail. (g) Operating Rules and Regulations as contained in "Event Users Guide" are hereby incorporated into this agreement by referenced unless otherwise amended by separate addendum. 31) Other Terms and Conditions: The Lessee shall provide, at Lessee' s sole cost and expense, off-duty Miami Beach Police Officers and off- duty Miami Beach Firefighters and/or Miami Beach Rescue Service, as required by the Miami Beach Fire and Police Departments. ATTEST: LESSEE: AMERICAN RENTAL ASSO IATION l"1,f; / /V 1 . / forttii/ Feb. 11, 1992 By: �_� � '��;'-"• �' Date Executive Vice Presi -nt , James R. Irish ( // A ST: OPERATOR: SPECTACOR MANAGEMENT GROUP t/ 2(L& )0(k Y 2LL Date Thomas L. Connors, General Manager FORM APPROVED LEGAL DEPT. B Date 7 • MIAMI BEACH CONVENTION CENTER MIAMI BEACH, FLORIDA BOOKING POLICIES I. STATEMENT OF PURPOSE: The Miami Beach Convention Center (the "MBCC" or the "Center") is a national and international convention, tradeshow, and multi- purpose facility owned and operated by the City of Miami Beach. The facility was enlarged and remodelled with Convention Development Tax proceeds with the primary objective of promoting p • activities which generate substantial and facilitating events and economic benefits to Dade County and the City of Miami Beach. In addition, the facility was developed with a secondary objective of providing services and facilities to respond to the needs of county and local activities which promote business and generally enhance the quality of life for the community the facility serves. Reservations more than twenty-four (24) months before the event are normallyhandled through the Greater Miami Convention and Visitors Bureau (the "Bureau") , subject to approval of the MBCC, and are subject to the guidelines of II (a) below. Reservations less than twenty-four (24) months before the event are normally handled by the MBCC and are subject to the policies outlined herein. When booking the MBCC, consideration shall be given by both thN\e Bureau and the Convention Center management to the following factors: (a) Projected overall economic impact on the City of Miami Beach and Dade County; (b) Total number of hotel rooms required; c Projected revenue to the facility both in terms of direct ( ) j space rental revenue, as well as projected revenue from concessions and other building services; (d) Time of year; (e) Potential for repeat booking; and (f) Previous history and experience of the potential user , with respect to use of similar facilities. 1 /// • I I. SCHEDULING PRIORITIES: A. First Priority Events. Generally speaking, first priority for scheduling facilities and dates in the MBCC is available to regional, national and international conventions, tradeshows, corporate meetings and similar activities which are not open only to the general public, and require in excess of 50, 000 net square feet of exhibit space in the MBCC and the 1500 hotel rooms on the peak night in Dade County. Hotel room counts are based on prior history of the event and subject to verification by an independent surveyor under the supervision of the Bureau. Facility and space scheduling commitments, i.e. , reservations, for First Priority Events, may be made as far in advance as is necessary or appropriate and may supercede requests for other events and activities, unless a lease agreement has been previously executed by the MBCC and the user for such other event. Lease agreements for First Priority Events may be entered into as far in advance as necessary or appropriate at the discretion of the Director of the MBCC (the "Director") . B. Second Priority Events. Second priority for scheduling facilities and dates in the MBCC is available to consumer or public exhibitions, tradeshows (open to the trade only) , local corporate meetings, special events, entertainment events, business meetings and other activities which essentially draw from or appeal to the generalpublic ublic and/or local or regional attendees and participants. Tentative facility and date scheduling reservations for Second PriorityEvents are generally made not more than three years in advance and are subject to change to accommodate First Priority Events unless a lease agreement has been previously executed by the MBCC and user for such event. However, large consumer and public exhibitions and trade shows held on an annual basis may at the discretion of the Director obtain tentative scheduling reservations for facilities and dates on a long-term basis, subject to rescheduling or termination to accommodate First Priority Events. Lease agreements for Second Priority Events shall, upon request of theart holding the reservation, be issued twenty-four (24) p y• not more than twenty-four months prior to the event, but (24) monthsp rior to the event. The lease agreement shall provide that if the Bureau has a potential First Priority Event seeking to lease the facility during Lessee's contracted dates and within the fifteen to twenty-four month period prior to the Lessee's event, the Lessee shall agree to use its best efforts to move its event a few dayswa either in order to accommodate the Fist Priority Y Event. 2 • Within the Second Priority category, the MBCC will give preference to long-standing public shows and tradeshows held on an annual basis with a proven record of success at the MBCC and which have produced significant revenue to the MBCC, and may offer alternate dates in a given year which may result in termination of other second priority scheduling reservations. Subject to the priorities set forth above, the Director may exercise his discretion as to the issuance, modification, or termination of scheduling reservations. III. PROTECTION CLAUSE: A Protection Clause may, upon the recommendation of the Convention Center Advisory Board, be granted to long standing annual local and regional public and trade shows with a proven record of success and of significant economic impact to Dade County and the City of Miami Beach. If granted, such Protection Clause will be included in the lease agrement, which will not be issued earlier than twenty-four (24) months prior to the event. The Protection Period shall not exceed a total of sixty (60) days plus the show days. The number of days prior to and after the event shall be the subject of agrement between the Lessee and the Director, but a minimum of fifteen (15) days shall be required on each side of the event. If a Protection Clause is granted, it will read as follows: PROTECTION CLAUSE: Lessor agrees that it will not lease any portion of the Convention Center facility to any Competing Event for the period commencing days before Lessee's first show day and concluding . days after Lessee's last show day (the "Protection Period") . A "Competing Event" is hereby defined as an event which has thirty percent (30%) or more of the total number of exhibitors/booths in the event showing/selling product lines the same as or substantially similar to the product lines in the Lessee's event; provided, however, that a show that is open to the public shall never be deemed a Competing Event with a show open only to the trade, and vice versa. Nor shall a "First Priority Event" (as that term is defined in the Convention Center Booking Policies) ever be deemed a Competing Event. The determination of whether or not an event is a "Competing Event" shall be solely within the discretion of the Director and shall be based upon thep roduct lines in the proposed event's prior shows. 3 IV. DEFINITION OF TERMINOLOGY: In the process of scheduling facilities and datesthe following terms and definitions shall always apply to scheduling commitments, i .e. , reservations, issued by the MBCC: TENTATIVE: Facilities and dates will be temporarily held pending notification to the contrary by either party. In the event a tentative commitment is released by the MBCC, the requesting party will be notified the facilities and/or dates have been released. SECOND OPTION: Facilities and dates will be reserved tentatively but the tentative reservation will be contingent upon release of a prior reservation which is considered first option. FIRST OPTION: Facilities and dates reserved on First Option are reserved tentatively but a conflicting commitment for the facilities and datesenerally will not be made in favor of a second g scheduling priority party within the same sch g p Y without first offering the party holding a First Option an opportunity to either execute a lease agreement or release its reservation. A First Option held by a Second Priority Event can always be superceded by a First Priority event, unless a lease agrement has been previously executed. At the discretion of the Director, a party with a First Priority event holding A First Option may be required, within seven (7) days of written notice, to execute a lease agreement and post a deposit at anytime that the Director has a good faith request in writing from another First Priority p event for the same dates. CONFIRMED: Facilities and dates are considered as confirmed or under contractual commitment only upon execution of a MBCC lease agreement bythe event sponsor and the City of Miami Beach g specifying all details of the commitment. However, facilities and dates maybe held as "firm" upon receipt of a letter of confirmation irmation sig ned by both the event sponsor and the Director pending preparation the of a lease agreement. In the event such a letter of confirmation is signed by both the sponsor and the Director, no conflicting scheduling will be made period a reasonable to permit preparation and execution of a lease agreement. 4 • w F No variance from the Center's agreement represented in the above terms may be made in any case except upon the prior, express written approval of the Director. V. DEPOSIT SCHEDULES: Deposits are required for all activities upon execution of a formal SMCC lease agreement. FIRST PRIORITY EVENTS: A deposit in the amount of one day's minimum guaranteed rental per hailor such other deposit as the Director may authorize, is required upon execution of lease agreement. For events leased several years or more in advance, special arrangements may be negotiated, at Center's option, for a lesser deposit upon lease execution with the deposit balance due and payable sixty (60) days in advance of the event. SECOND PRIORITY EVENTS: A minimum deposit will be required upon execution of lease agreement as follows: one day's minimum guaranteed rental for the first hall, and an additional 33 1/3% of one day's minimum guaranteed rental for each additional hall. However, first- time events without a past history of success and event sponsors with inadequate references, or prior event sponsorship, a record of slow payment, etc. , may be required, at the Center's option, to remit up to one hundred percent (100%) of anticipated rental and related expenses upon execution of lease agrement. Events and circumstances not covered in the above scheduling policies may be subject to special conditions as deemed appropriate by the Director. PNB: lm 120789 Rev. 060890 Rev. Ref: BOOKPOL.CVN 5 U1ti1h!_LVA.L `\ RESOLUTION L.O. 92-204/9 Authorizing Spectacor �y„,.nagement Group to execute a lease agreement with the American Rental Association for use of Halls A, B, C and D of the Convention Center February 1 through February 11, 1994. \c") 4