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Management Agreement with Global Spectrum, L. P.~1co8-a~s~~ MANAGEMENT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND GLOBAL SPECTRUM, L.P. FOR THE MIAMI BEACH CONVENTION CENTER, COLONY THEATRE AND BYRON CARLYLE THEATER Dated as of cf~b~~ , 2008 a AD11~1 DRAFT - 4/7A01 MlAMY BEAM OONiVENT[ON CBNTER ~BEACA.YrLOR1DA BWTIIrIGlO3.IClES I. STATSl1+lEitl't'tJF P~JRPOSE: The Miasai Beach Convamian Cedar (tire "1VIDCC" ar the "Caotm") is s natiaml and inlotmtiosnd C°°~1O"~ ~i0~~ and tt>dtiiiucpoae t 6Y ~ ~y o[Miami Beach and openbod by SMO. The 1+~(~C ass eolaged aodrarnodebd is part ~ Cattveation ~ Tax ptooeods with tba p~- objective of parnotia~g and eveNs apd actitritiet whidi bye a impsctin~arm o~CmvtiamianDevalopene~Tax Benorabed. ihsdditico.dreARBCC aaadevdopedwi~a aeooadaryobjeotiveofptnvid~gaettrioaa a+odSia7itiesto n~epood b the seeds o~Comty and local aotivitirse wlneh ptroaaote btsia>eas and ~eaatdiy etthattoe 9ra gwlilya[id'e ~ocdtecomrthe I~CC eaMea. Whas boobs the A®CC,con:odaratioa oh>~ be givan bq both tbo Bnreaa and the Cc~aventioa Center msa~eenml to the 5dioteing fecbara: a) Sipni~mnt m tetma of Canvsadan Devdopnxot Tax sastramed; b) Totdnaimbera~boeelacaaaat~equirod; c) Prnje~r+todsevamratotbe~bafhiatemuatr~OCtgiaoet+emtai reveme~aea~edlaa pinjeotod:eveoue>3ocmocooemm~:s agda8terbtat'idiggservioea;, d) Time o[year; e) Pateodatlior:apeatboolc~ and ~ Pieviaras history and e,~arieooe of the potential suer with respect to use of sirnrTar fici$tia. II. 3t~DR)LIIdG P>l<[OHTT1i83: A. ~ Priaekr Bve~: Generally speating, Satptiocill- for acbedtrbttg fe~zlitiee and dates in the MBCC is ava7abk mngiamt, ntgionat std iotemstiamd oanvemiama, trade ehvan~, gdbOrei aim, ooTparate motes and similar activities which are sot open only do ~ fwd p'~, ++d taus a sigci6caat ia~act is tams of Caaveation Dov+dopmenl Tex geoaratod. la seder to be c~oasida>,d far a Fhst l~r;~orily dosignat;oo, an evaat sba11; ~ r+egoae is dooess ~ 115,000 Jl~ ~ Beet of exhibit spsoe oantracbod in the MBCC; AND i6T~ > roquh+esmimnsumdtia+eo~rvi9~lS00hooeiroamsaatliopadc~tmM:~o~ l7ade Calmly 08 be a kng staod'oeg slwa, defined as aaowldchbes a miaima~ ot'20 oouseartitve yarn mass in ilRSCC coder the soma , is is ®ood which inrauclos being casr+eea as atlp~eior debt, and bas paid sll oootract~ral obligdieoa is a timely fiusitiion tp the facrlt' y. Zf t1:c chow bat mulfaple events in ADI~t DRAFT - 4/x001 IdBCC is a alaudar year. the Fast P~tY m ~ o~se o~tbe above evade irr the . cdandatyear. r tlreHates~tw~l ~isrogteftnmoebotboawantwn~tbamortggai5eaat H. ,~cos~d,P~ty ErC~OfCi Sacoodl~~9 ~$ t imd dates in the; MHt;C is a~nribibts to ooaeaioer a public aarlp'bitiooe„ f:adeeboae (open tD ffio ttad4 natty); Taal vorporabe . sped ~+, ee~beetainmmt avasde, brauaeea aseetioHt, sad otter aclivitide which aaear6sliy draw From a appeal i4 ~ geesaal public snd/a local iogianal attendees end pattacipanta. Within the Sooood Pr:osiby cabegosy, too bIDCC wifl give pr~aenoo do enpnristg Public ab~ogvs aed t<adaboers beldanan aenualbasiawi8sapeoveareoordoFsuocas atthel4>l~C,vda~bavopeodnoad rovaaae to tba MHCC. sod havo s aigni$Gtot impact is tieamt cf Coaved~oa Dovebpmont Tsx g~eeraebod tCanveatien Development Tas ie~+aet data dull baprv~vidodbytbe asap The 1~3CC mry oHbr dtarmbe debts i>i a given year wldct- mey* rosnit is borcedmtrq~n e~etl~er Seocod Yriocity 8 reservateoos. 13e Son~going oriberia mq alw be used by tl~e MBOC to r+ascbodule a aslant between Second Priority Eva+tt i:f the pee ad~ere a «bodoTing naervetien for a Fnat prianity Evert imrPacts baatdiv~e scbed~ng t~vatioae ibr ta+o or moe+e Saoncl Prioaity E~roots. G ;, Sabjeet bo the pdositia sat tooth above, tha Gaererd IrLnagx maymreucise his diaaetloa a. to the iaeseaaoe, modidcefion~ a tmmitsibion of acbedaling raeervadoos. CoavamtionDovalopmcntTaaciarpadaodhotdiaomoomns srobesodoraPdarbiabotya~tbeexraotaad are aobjectmnbg(I) thel3arearr; ar(2) at seer's a edmdepasdemseavayar P~PP?'m'ed 63'~ C.oa~ioaC.eo~erAdri~ocYHoa~~1. Pe~idod$~ata~aeh>taveyoc'tre~>balt6e In the eva4t ~hst FScrt Prieeity>3~t atahta >s g~ued, based iapaR epos fhahotd mnm as peak eight rcgoi>bamot ore set Borth abovq the C.oarantion C.eat~er Advisory Honed sbaII reggae roooctifiaadoo of said hoW tnom t~aeemart5nml~irstPriaityBvmtsev~aY~~s73"~ f~amtbemoetraoetrtdatao~ MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") is dated as of the _ day of 2008, by and between the CITY OF MIAMI BEACH, a Florida municipal corporation, having its principal office at City Hall, 1700 Convention Center Drive, Miami Beach, Florida 33139 (the City), and GLOBAL SPECTRUM, L.P., a Delaware limited partnership, whose current address is (Global). RECITALS The City is the owner of the Miami Beach Convention Center (the Convention Center), the Colony Theatre (the Colony), and the Byron Carlyle Theater (the Byron-Carlyle), including therein, without limitation, all respective adjacent grounds, sidewalks, rights-of-way and marshaling areas, located in the City of Miami Beach, Florida (individually, the Convention Center, the Colony, and the Byron Carlyle may also be referred to herein, individually, as a Facility or, collectively, as the Facilities). On February 13, 2008, the Mayor and City Commission authorized the issuance of Request for Proposals No. 20-07/08 for the Management and Operation of the Facilities. At its regular meeting on July 16, 2008, following extensive discussion, which included presentations and question and answer sessions from the two (2) responsive proposers, Global and SMG, the Mayor and City Commission adopted Resolution No. 2008-26860, and authorized the City Administration to enter into negotiations with Global for an agreement for the management and operation of the Facilities. Accordingly, the City and Global have negotiated the following Management Agreement (the Agreement), whereby the City wishes to engage Global, and Global hereby accepts such engagement, to provide management services for the Facilities on the terms and conditions set forth herein. At its regular meeting on September 10, 2008, the Mayor and City Commission adopted Resolution No. 2008-26888, approving and authorizing execution of the Agreement, as set forth herein. NOW, THEREFORE, in consideration of the mutual premises, covenants and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Definitions For purposes of this Agreement, the following terms have the meanings referred to in this Section 1: "Advisory Board" -- the Miami Beach Convention Center Advisory Board, or such other successor entity as may be established by the City Commission. Affiliate -- a person or entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specked person. For purposes of this definition, "control" means ownership of equity securities or other ownership interests which represent more than 40% of the voting power in the controlled person or entity. Notwithstanding the preceding definition, for purposes of this Agreement, Messe Schweiz of Basel Switzerland (hereinafter, Messe Schweiz or M.S.), and/or its successors or assigns, shall also be deemed to be an Affiliate. "Applicable Percentage" -- as defined in Section 4.3 of this Agreement. "Approved Budget" -- any budget submitted by Global, as approved by the City pursuant to Section 5 hereof. "Byron Carlyle Theater (Byron Carlyle) -- as defined in the Recitals section of this Agreement. "Capital Contribution - as defined in Section 5.10(a). "Capital Equipment" -- any and all furniture, fixtures, machinery or equipment, either additional or replacement, having a per item original cost of $500 or more or an expected useful life of more than one year. "Capital Improvements" -- any and all building additions, alterations, renovations, repairs or improvements that have an initial dollar cost of not less than $500 per project. "City" -- as defined in the first paragraph of this Agreement. "City Agreements" -- those agreements between the City and a third party relating to the Facilities and listed in Exhibit "A" attached hereto. "City Commission" -the governing legislative body of the City. "City Manager" -- the chief executive officer of the City, or such person as may from time to time be authorized in writing by such administrative official to act for him/her with respect to any or all matters pertaining to this Agreement. "Colony Theatre" (Colony) -- as defined in the Recitals section of this Agreement. "Commencement Date" - as defined in Section 3.1 hereof. 2 "Contract Year" -each one (1) year period during the Term of this Agreement, beginning on October 1, and ending on September 30. "Convention Center" -- as defined in the Recitals section of this Agreement. "Event" -all uses of a Facility which involve a scheduled beginning and ending time. For Events at the Convention Center this shall typically mean the period commencing upon "Load-in" of the event; the event itself, and ending upon conclusion of "Load-out" of the event. For Events at the Colony or Byron Carlyle, this shall typically mean events occurring all within the same day (or for evening events, typically commencing in the evening and concluding before 1:00 AM of the succeeding day, unless otherwise approved by the City Manager. "Event Expenses" -any and all expenses incurred or payments made by Global in connection with the occurrence of Events at the Facilities, including, without limitation, costs for Event staffing (including ushers, ticket takers, security and other Event staff) and costs relating to set-up and clean-up. "Executive Compensation Amount" - as defined in Section 4.2(a). "Executive Employee Benefit/Bonus Amount" -the aggregate amount of bonuses payable to, and the cost of benefits accruing to, Executive Level Employees of Global and any Related Party of Global at the Facilities for a Fiscal Year, which amount shall be determined and set in writing by the City and Global as part of the development of each annual operating budget for a Fiscal Year pursuant to Section 5.3. "Executive Employee Salaries" -salaries and wages of Executive Level Employees of Global and any Related Party of Global at the Facility for a Fiscal Year. "Executive Level Employees" -unless otherwise determined by bond counsel for the City that the term "Executive Level Employees" shall include and/or exclude other employees, "Executive Level Employees" shall include the General Manager, Assistant General Manager, Director of Operations, Director of Finance, Director of Marketing, Director of Sales, and Director of Event Services. "Facility" and/or "Facilities" -- as defined in the Recitals section of this Agreement, which (i) for the Convention Center, shall include the entire Facility complex including, without limitation, the exhibit halls, meeting rooms, common areas, lobby areas, executive offices, storage and utility facilities, and the entrances and loading dock areas of the Facility; and (ii) for the Colony and Byron Carlyle, respectively, shall include the lobby areas, common areas, audience chambers, backstage areas, dressing rooms, stage areas, rehearsal halls, entrances and loading areas. If during the Term, the City elects to have Global manage, promote and operate other City facilities pursuant to Section 2.2(b) hereof (the "Additional Facilities"), such other facilities shall be deemed included within the definition of Facility and/or Facilities hereunder. 3 "Fiscal Year" -- a one year period beginning October 1, and ending September 30. "Global Spectrum, L.P. (Global) - as defined in the first paragraph of this Agreement. "Global Capital Contributions" -collectively, the Capital Contribution, the scholarship contribution, as defined in Section 5.10(c), and any other capital contributions as may be mutually agreed to by Global and the City. "Management Fee" - as defined in Section 4.1(a). "Net Operating Loss/Profit" -- with respect to a Fiscal Year, the excess, if any, of Operating Expenses for such Fiscal Year over Operating Revenues for such Fiscal Year, in the case of a loss, and the excess, if any, of Operating Revenues for such Fiscal Year over Operating Expenses for such Fiscal Year, in the case of a profit. "Operating Expenses" - (a) any and all expenses and expenditures of whatever kind or nature incurred, directly or indirectly, by Global in managing, operating, maintaining, promoting and marketing the Facilities, including, without limitation: employee compensation and related expenses (e.g., base salaries, bonuses, car allowances and severance pay [in accordance with Global's established policy, a copy of which will be provided to the City on or before the Commencement Date of this Agreement, except that severance pay shall not be considered an Operating Expense if paid by Global to its employees as a result of early termination of this Agreement due to a default by Global]), employee benefits and related costs (e.g., relocation and other related expenses pursuant to Global's relocation policy (a copy of which will be provided to the City on or before the Commencement Date of this Agreement), parking and -other fringe benefits) (including, without limitation, Executive Employee Salaries and the Executive Employee Benefit/Bonus Amount), supplies, material and parts costs, costs of any interns and independent contractors, advertising, marketing and public relations costs and commissions, janitorial and cleaning expenses, data processing costs, dues, subscriptions and membership costs, the amortized amount of the Capital Contribution, the costs of procuring and maintaining the insurance required to be obtained by Global under this Agreement, amounts expended to procure and maintain permits and licenses, charges, taxes, excises, penalties and fees, professional fees, printing and stationery costs, Event Expenses, postage and freight costs, equipment rental costs, computer equipment leases and line charges, telephone switch and telecommunications services, repairs and maintenance costs (e.g., elevators and HVAC), security expenses, utility and telephone charges, travel and entertainment expenses (in accordance with the "Runzheimer Meal-Lodging Cost Index" or a comparable index), the cost of employee uniforms, safety and medical expenses, exterminator and waste disposal costs, costs relating to the maintenance of signage inventory and systems, the cost of annual independent audits of the Facilities, the cost of compliance with Laws (as defined in Section 11.2), the internal service charges assessed by the City to the Facilities pursuant to Approved Budgets (which charges include, without limitation, 4 property insurance premium costs, sewer charges, and communication/information technology charges), costs incurred under agreements, commitments, licenses and contracts executed as provided in Sections 2.3(b), (d), and (e) hereof, expenses incurred by Messe Schweiz in connection with the cost of promotional collateral materials for its European Sales Office described in Section 10.2(c)(5)(c) (with any other ancillary costs related to such promotional materials subject to City approval in connection with its review and approval of the annual budgets); and the Management Fee payable to Global pursuant to Section 4.1(a) hereof, all as determined in accordance with generally accepted accounting principles and recognized on a full accrual basis; provided that Operating Expenses shall not include expenses or expenditures in connection with Capital Improvements and Capital Equipment purchases, the Incentive Fee payable to Global pursuant to Section 4.3 hereof, and any expenses relating to Global personnel based in Global's corporate headquarters in Philadelphia, Pennsylvania, or its regional field locations (other than the reasonable costs of travel by such corporate or regional personnel in connection with Global's management of the Facilities, which costs shall be Operating Expenses). (b) Solely for purposes of calculating Net Operating Loss/Profit hereunder, (i) the internal service charges assessed by the City to the Facilities pursuant to Approved Budgets, and (ii) emergency expenditures pursuant to Section 2.3(v) hereof, to the extent not included in the Approved Budgets, shall not be deemed Operating Expenses hereunder. In addition, for purposes of (i) calculating Net Operating Loss/Profit hereunder, and (ii) identifying Operating Expenses which will be budgeted in Approved Budgets, Operating Expenses shall exclude (A) all extraordinary expenses and all interest, income tax, depreciation and amortization expenses, including without limitation depreciation and amortization on Global's Capital Contribution, and (B) the Management Fee. "Operating Revenues" - (a) any and all revenues of every kind or nature derived from owning, operating, managing, maintaining, promoting or marketing the Facilities, including, without limitation: license, lease and concession fees and rentals, service revenues, revenues from merchandise sales, advertising sales, naming and sponsorship rights (as provided in Section 2.3(0)), equipment rentals, utility revenues, revenues from operation of the Convention Center's telephone switch and telecommunications services, box office revenues, food service and concession revenues (however, if such revenues are collected in the first instance by, and retained by, the concessionaire, the amount of such revenues paid by the concessionaire to the Facility shall be included as Operating Revenues), commissions or other revenues from decoration and set-up, security and other subcontractors (however, if such revenues are collected in the first instance by, and retained by, such subcontractors, the amount of such revenues paid by such contractors to the Facility shall be included as Operating Revenues), miscellaneous operating revenues, and interest revenues, all as determined in accordance with generally accepted accounting principles and recognized on a full accrual basis. For the sake of clarity, the parties acknowledge that revenues from the sale of tickets for Events at the Facilities are not Operating Revenues, but are instead revenues of the promoter and/or performer of each such Event (as the case may be). 5 To the extent that Global collects such ticket sale revenues on behalf of such promoter and/or performer, such ticket sale revenue shall be the source of funds from which Global collects the rental charges and other Event reimbursements due by such promoter and/or performer for use of a Facility (which such charges and reimbursements are Operating Revenues hereunder). (b) Solely for purposes of (i) calculating Net Operating Loss/Profit, and (ii) identifying Operating Revenues which will be budgeted in Approved Budgets, Operating Revenues from all Event activity at the Facilities will be calculated to exclude sales taxes generated in connection with such activities. In addition, for purposes of (i) calculating Net Operating Loss/Profit, any Convention Development Tax monies and any interest earned thereon shall be excluded from the definition of Operating Revenues. "Related Party" or "Related Parties" has the meaning provided in § 1.150- 1 of the Income Tax Regulations promulgated by the United States Department of the Treasury pursuant to the Code. "Renewal Term" - as defined in Section 3.2 of this Agreement. "Term" - as defined in Section 3.1 of this Agreement; provided however, if this Agreement is extended for a Renewal Term, all references to "Term" contained herein shall also include such Renewal Term. 2. Engagement of Global; Scope of Services. 2.1 Engagement. (a) General Scope. The City hereby engages Global to manage, operate, maintain, promote, and market the Facilities during the Term, upon the terms and conditions hereinafter set forth. Global hereby accepts such engagement and shall perform the services described herein, subject to the terms and conditions in this Agreement. (b) Manager of the Facilities. Subject to the terms of this Agreement, . _ Global shall be, as agent for the City, the sole and exclusive manager of the City to manage, operate, maintain and (except as otherwise provided in this Agreement), to promote and market the Facilities during the Term hereof. In such capacity, and except as otherwise expressly reserved under this Agreement to the City, and/or except for such matters as are subject to the approval of the City Commission or City Manager, Global shall have exclusive authority over the day-to-day operation of the Facilities and all activities therein; provided that Global shall follow all policies and guidelines of the City, as existing upon the Commencement Date of this Agreement, or as same may be hereinafter established or amended by the City, in its sole judgment and discretion. 2.2 Scope of Services. 6 (a) General. Global shall perform and furnish such management services, personnel, and systems and materials as are appropriate or necessary to manage, operate, maintain, promote, and market the Facilities in a manner consistent with the management, operation, maintenance, promotion and marketing of other similar first-class facilities. (b) Additional Facilities. Subject to Section 4.1(d) hereof, the City may elect, upon sixty (60) days prior written notice to Global, at any time during the Term, to have Global operate, manage, maintain, promote, and market other City facilities. Such facilities are referred to herein, as elected by the City, as the "Additional Facilities". (c) Convention Center Booking Policies. The Greater Miami Convention and Visitors Bureau (GMCVB) has the primary responsibility for marketing the Convention Center for conventions and trade shows and, to carry out this responsibility, the GMCVB shall have control over bookings more than twenty-four (24) months in advance (i.e. "long term" bookings). However, all such bookings shall be coordinated with Global before commitment. Global will work pro-actively with the GMCVB in connection with the aforestated long term bookings. The GMCVB may also book conventions and trade shows into the Convention Center with less than twenty- four (24) months' lead time if the dates have not been confirmed to other users, and subject to the prior written approval of Global. Additionally, subject to compliance with the Convention Center Booking Policies, attached as Exhibit "B" hereto, and as same may be amended from time to time in the City's sole judgment and discretion (the Convention Center Booking Policies), Global may book conventions, trade shows and any other Event in the Convention Center with more than twenty-four (24) months' lead time if the dates have not been confirmed to other users. Global shall first consult with the GMCVB to verify whether a specific date or dates has/have not been confirmed (by the GMCVB) to another user, prior to Global booking such conventions, trade shows, and/or other Events. Global shall have the primary responsibility and sole authority, subject to the Convention Center Booking Policies, to approve the scheduling of any Event in the Convention Center within the twenty-four (24) month booking window. (d) Colon and Byron Carlyle Booking Policies. Global shall have the primary responsibility and sole authority for booking Events into the Colony and Byron Carlyle, respectively, subject to compliance with the booking policies for each Facility, attached as Exhibits "C" (Colony) and "D" (Byron Carlyle) hereto. 2.3 Specific Services. Without limiting the generality of the foregoing, and except as otherwise expressly noted in this Agreement, Global shall have sole right and authority to: 7 (a) Hire or otherwise engage, pay, train, supervise and direct all employees and personnel it deems necessary for the management and operation of the Facilities in accordance with the provisions of the Agreement; (b) Administer, manage, and assure compliance with all City Agreements (including, without limitation, the food and beverage concessionaire at the Convention Center, which, as of the Commencement Date, is Centerplate), and initiate and participate in any and all negotiations, renewals and extensions (to the extent Global and/or the City Manager mutually deem any of the foregoing to be necessary or desirable) relating to such City Agreements. (c) Provide, or cause to be provided to the Advisory Board, periodic status reports as to Centerplate's performance, and recommendations for improvements under the City's food and beverage concession agreement with Centerplate. The City Manager shall require that, during the Term of this Agreement, a member of Global's Executive Level Employees, have food & beverage experience and be charged (among his/her duties) with supervising, monitoring and ensuring consistent performance, quality standards, and compliance with the City's agreement with Centerplate; (d) Except as otherwise provided in subsection 10.2(c), negotiate, execute in its name as agent for the City, deliver, and administer any and all leases, licenses, occupancy agreements, rental agreements, booking commitments, concession agreements, supplier agreements, service contracts (including, without limitation, contracts for cleaning, decorating and set-up, emergency services, general maintenance, maintenance and inspection of HVAC systems, elevators, stage equipment, fire control panel and other safety equipment, staffing and personnel needs, including guards and ushers, telephone, extermination, and other services which are necessary or appropriate), and any and all other contracts and agreements in connection with the management, operation, promotion and marketing of the Facilities. (1) Provided that: (A) if any such license, agreement, commitment or contract (other than those involving the license, lease or rental of the Facilities for Events in the ordinary course) has a term that extends beyond the remaining Term, and/or is of anon-traditional nature (such as, by example, co-promotion agreements), such license, agreement, commitment or contract shall be approved and executed by the City Manager; and (B) if any license, agreement, commitment or contract (other than those involving the license, lease or rental of the Facilities for Events in the ordinary course) is to be renewed or entered into at the commencement of a Fiscal Year, such license, agreement, commitment, or contract shall be reviewed in conjunction with the annual budget review process described in Section 5.3 hereof (2) Provided further that any contract entered into between Global and a subsidiary and/or Affiliate of Global shall be: (A) subject to the prior written approval of the City Manager; (B) shall be at terms and for prices customarily charged by such subsidiary and/or affiliated company for comparable goods and services elsewhere; and 8 (C) shall be competitive within the industry, subject to submittal of documentation evidencing the competitive nature of the goods submitted. (3) Bond Financing. Global acknowledges that the Convention Center is financed in part with the proceeds of one or more series of tax-exempt bonds, and that, during the Term hereof, the City may choose, at its option, to finance additional improvements (whether to the Convention Center or to any or all of the other Facilities) with tax-exempt bonds (collectively, any present and future tax-exempt bonds encumbering a Facility or the Facilities shall be referred to as the Bonds). In order for the City to ensure that it is preserving the tax-exempt nature of the Bonds and complying with applicable Treasury regulations (the "Treasury Regulations") promulgated under the Internal Revenue Code of 1986, as amended (the "Code"), Global acknowledges and agrees that in addition to any other contracts requiring the approval of the City Manager, each of the following described contracts must be approved by the City Manager, in writing, before execution thereof by Global: (i) Any contract relating to the Facilities which grants a leasehold interest or other real estate interest in the Facilities (other than a short term lease or revocable license or use agreement for an Event at a Facility), or grants a right to use the Facilities on a basis different from that of the general public, unless such use satisfies ashort-term use exception as described in Section 1.141-3(d)(3) of the Treasury Regulations. (ii) Any contract for the use of the Facilities for Events where the term of such use exceeds fifty (50) days in the aggregate, including all renewal options. (iii) Any other contract relating to the Facilities which grants special legal entitlements to beneficial use of the Facilities or special economic benefits, within the meaning of Section 1.141-3(b)(7) of the Treasury Regulations, unless such contract satisfies an exception set forth in the Treasury Regulations. (e) To the extent the City Agreements, and such other licenses, agreements, commitments, and/or contracts, as contemplated in Section 2.3 (d) hereof, are not already procured, or if such existing contracts expire or are terminated, procure, negotiate, execute (as agent for the City), administer, and assure compliance with all subsequent new licenses, agreements, commitments, and/or contracts- with respect to the Facilities. (f) Notwithstanding Sections 2:3 (b), (d), and (e) hereof, or any other provision of the Agreement, Global shall obtain the prior written approval of the City Manager before entering into any contract that is a Material Contract. For purposes of this Agreement, a "Material Contract" is defined as (1) any agreement that requires payments in excess of Twenty Five Thousand Dollars ($25,000) in any Fiscal Year; (2) any contract that permits or grants to any vendor or other party any right to (A) exclusively provide goods or services to a Facility or to the Facilities, or (B) advertise or market its role as an exclusive or official provider of goods or services for a Facility or 9 the Facilities; (3) any contract that has a term that expires after the end of the Term; (4) contracts for Events that are owned, operated, promoted, or co-promoted by Global or any of its Affiliates, or wherein the revenues generated by an Event are otherwise shared with Global or any of its Affiliates; (5) any contract between Global and any of its Affiliates; (6) a contract for the use, rental or occupancy of space in a Facility that is not substantially in the form of the City's standard form agreement for each Facility (attached as Exhibit "E" hereto); and (7) a contract for an M.S. owned show or event and/or any show or event brought to the City by.M.S., in accordance with the provisions of Section 10.2(c) hereof (which contract shall also be executed by the City Manager). Additionally, a Material Contract shall also include any contract pursuant to which Global is sub-contracting with a third party for services which Global is charged with performing under this Agreement; (g) Follow each Facility's established booking policies and hold the master set of all booking records and schedules (for each Facility). Global shall, from time to time, review the booking policies for each Facility and recommend changes, if any, to the City. Global's recommended changes to the Convention Center Booking Policies shall be subject to the review and recommendation of the Advisory Board. Notwithstanding the preceding, any changes and or other amendments to any Facility's booking policies shall be subject to prior review by the City Manager and final approval by the City Commission; (h) (1) Maintain the Facilities (including, without limitation, all structural components thereof and all electrical, HVAC, life safety, mechanical, plumbing and other systems and equipment) in a good and clean condition consistent with other similar first class facilities managed by Global, and in compliance with all Laws, ordinary wear and tear excepted. Maintenance responsibility shall include, without limitation, repairs and replacements (structural, non-structural capital and non-capital, but not including Capital Equipment and Capital Improvements unless funded by the City), and preventive maintenance, and equipment servicing. (2) Global shall be responsible for ensuring that all repairs, replacements, and maintenance shall be of a quality and class at least equal to that of the item being repaired, replaced or maintained; provided that the City shall be responsible for, with cooperation and assistance of Global, undertaking all Capital Improvements and Capital Equipment purchases, as provided in Section 5.8. (3) Notwithstanding anything in this subsection 2.3(h) or in the Agreement, at no time shall the maintenance, of a Facility fall below the minimum standards required by Exhibit "F", attached hereto, provided that the parties agree that Global shall have 180 days from the date this Agreement is executed by the parties to implement the preventative maintenance system described in such exhibit. (4) At all times during the Term hereof, Global shall maintain in full force and effect service contracts with qualified and licensed service providers with respect to HVAC, roof, and elevator systems. 10 (5) Global shall keep on-site maintenance manuals and records. reflecting its maintenance, activities at each Facility, all of which shall be available for inspection, upon request, by the City Manager. (6) Global shall submit to the City Manager, as part of its reporting requirements pursuant to Section 6.3 hereof, monthly reports specifying all maintenance work performed during such period, which reports shall be used by the City, through its Property Management Division or an independent consultant retained by the City, as part of annual Facility maintenance inspections and reviews. (7) Global warrants and represents to the City that, prior to the Commencement Date, Global has inspected each Facility and the results of that inspection are described in Global's Transition Audit, a copy of which is attached hereto as part of Exhibit "F" and, for purposes of determining whether Global can provide the services contemplated under this Agreement (as opposed to accepting any liability associated with those defects (if any) which may have existed in a Facility prior to the Commencement Date), Global hereby accepts each Facility "AS-IS, WHERE-IS and with ALL FAULTS." (i) Rent, lease or purchase all equipment and maintenance supplies necessary or appropriate for the operation and maintenance of the Facilities, provided that the City shall be responsible for, with direction, cooperation and assistance of Global, undertaking all Capital Improvements and Capital Equipment purchases as provided in Section 5.8; (j) Establish and adjust prices, rates, and rate schedules, for the aforesaid licenses, agreements and contracts, and any other commitments relating to the Facilities and to be negotiated by Global in the course of its management, operation, maintenance, promotion and marketing of the Facilities. In determining such prices, rates, and rate schedules, Global shall evaluate comparable charges for similar goods and services at similar and/or competing facilities in order to establish a range of prices and rates. Global shall consult with the City Manager about any proposed adjustments to the rate schedules at the Facilities. Global shall also consult with the._ Advisory Board and the GMCVB on any Global-proposed adjustments to the rate schedules at the Convention Center. The current rate schedules for the Convention Center (including the Convention Center Rent Waiver/Discount Policy), Colony, and Byron Carlyle are attached as Exhibit "G" hereto. Notwithstanding the preceding sentence or anything contained in this Agreement, any change in the rate schedules for any of the Facilities shall be subject to the prior review and approval of the Mayor and City Commission, and no proposed change shall be effective unless approved by the City Commission; 11 (k) Pay, when due, on behalf of the City, all Operating Expenses from accounts established pursuant to Sections 5.6 and 5.7 hereof; (I) After consultation with the City Manager and the City Attorney, and subject to the prior written approval of the City Attorney, institute, as agent for the City, and at the reasonable expense of the City, such legal actions or proceedings necessary or appropriate in connection with the operation of the Facilities, including, without limitation, to collect charges, rents or other revenues due to the City, or to cancel, terminate or sue for damages under any license, agreement, commitment or contract, for the breach thereof or default thereunder; (m) Provide day-to-day administrative services in support of its management activities consistent with such supervisory services as necessary to ensure that the Facilities shall be operated in a first class manner and with standards comparable to similar first class facilities including, without limitation, the acquisition of services, equipment, supplies and facilities, internal budgeting and accounting, maintenance and property management, personnel management, record-keeping, collections and billing, and similar services; (n) Engage in such advertising, solicitation, and such other marketing and promotional activities, as Global deems necessary to promote and market the Facilities for, as to the Convention Center, conventions, trade shows, and other Events, and, as to the Colony and Byron Carlyle, public entertainment shows and other Events. Global shall work with the GMCVB (as to the Convention Center), Facility users, and/or such City boards, agencies, and committees as may be determined by the City Manager, in his sole judgment and discretion, to market and promote the Facilities, and engage in all future activities necessary to develop and maintain current and relevant strategic marketing plans. Global also shall submit to the City, no later than January 1, 2009, the strategic five (5) year plan for marketing and promotion of each Facility, as required in Section 2.4 hereof; (o) Notwithstanding subsection (n) above, or any other provision of this Agreement, Global shall not engage in the selling of sponsorships, advertising inventory, product rights, or naming rights for the Facilities without the prior written approval of the City Manager or (if required pursuant to the City Code) of the City Commission. The City reserves all name-in-title rights (i.e. the right to name the Facilities or portions thereof), and all revenues derived therefrom, to any and all exterior portions of the Facilities including, without limitation, any sponsorship names and/or rights in connection with such name-in-title rights. The City also reserves approval over all name-in-title-rights to any and all interior portions of the Facilities including, without limitation, any sponsorship names and/or rights in connection with such name-in-title rights, and all revenues derived therefrom; except that revenues from interior naming rights and/or sponsorship agreements negotiated by Global which (as provided in the terms contained therein) are intended to be effective for a limited number of years (as opposed to on an indefinite or permanent basis), which may or may not exceed the Term ,may be included by Global as Operating Revenues, but only as received, on a 12 year to year basis. Notwithstanding anything in this subsection (o), Global shall not be precluded from allowing Event sponsors from using temporary banners and temporary signage in the exterior and/or interior portions of the Facilities throughout the duration of the Event, subject to the prior approval of the City Manager. Notwithstanding anything in this subsection (o) or in this Agreement, no sponsorships, advertising, product rights, naming rights, signage, and/or temporary banners and/or signage shall include the names of any company selling the following types of products ("Prohibited Names"): guns, tobacco, or sexual products; (p) Operate the Convention Center's telephone switch and telecommunications services; (q) As required by and provided in the City's standard form agreement for each Facility, provide to the City Manager complementary tickets for each Event at a Facility as follows: (i) Convention Center - a minimum of twenty -six (26) tickets; (ii) Colony -minimum of fourteen (14) tickets; and (iii) Byron Carlyle -minimum of fourteen (14) tickets. (r) Maintain ongoing relationships with various boards and committees of the City, including, without limitation, the Advisory Board; (s) Maintain on ongoing relationship with the GMCVB; (t) Act as a collection agent for the City on sales taxes and remit to the State of Florida such sales taxes; (u) Immediately inform the City of any condition of which Global becomes aware which Global believes impairs the structural soundness or sound operating condition of a Facility. It is understood that the City will make its own determination as to the structural soundness of a Facility, or any defect that might be noted by Global, and as to the necessity for repair. The City will, subject to appropriation, make available funds necessary.. to correct such condition within such time as is required under the circumstances and as, and to the extent that, the City deems any repair or correction is necessary; provided, however, that to the extent that such condition materially interferes with, impedes, or impairs Global's ability to manage the Facility effectively, Global shall have the right to terminate the Agreement pursuant to Section 12.2 hereof; (v) Global shall have the right to act with consent of the City in situations which Global determines to be an emergency with respect to the health, safety, welfare, and protection of the general public, including spending or committing funds held in a Facility account described in Section 5.6 hereof, even if such expenses are not budgeted; provided, however, Global shall have no obligation under any 13 circumstance to spend or commit funds, other than funds then- available in such Facility account, for any such purpose. Immediately following such action, Global shall inform the City Manager of the emergency situation and the action taken, and the City shall pay Global, for deposit into such Facility account, the amount of funds, if any, spent or committed by Global pursuant to this subsection (v), in excess of budgeted amounts. (w) Global shall not sub-lease any portion of a Facility to other than short-term users. Without limiting Global's and/or the City's rights to require any and all necessary agreements and documentation from users of a Facility, Global shall require that all users of the Facility provide certificates of insurance evidencing appropriate insurance, as required by "Insurance Requirements for Users/Lessees of the Facilities," attached as Exhibit "H" hereto. Copies of these certificates are to be furnished to the City Manager. Such insurance is to be kept in force at all times by all licensees, users, lessees and concessionaires. All such liability- policies shall name the City of Miami Beach, Florida and Global as additional insureds. Without limiting Global's and/or the City's rights to require any and all necessary agreements and documentation from users of a Facility, Global shall utilize the City`s standard form agreements for use at, or with respect to, each Facility (as attached in Exhibit "E" hereto). 2.4 [Intentionally Omitted] 2.5 Right of Entrv Reserved. Representatives of the City shall have the right, upon reasonable advance notice to Global, and at appropriate times, to enter all portions of a Facility to inspect same, to observe the performance of Global of its obligations under this Agreement, to install, remove, adjust, repair, replace or otherwise handle any equipment, utility lines, or other matters in, on, or about the premises, or to do any act or thing which the City may be obligated or have the right to do under this Agreement or otherwise (i.e. acting in its proprietary and/or regulatory capacity). The City shall not interfere with the activities of Global hereunder, and the City's actions shall be conducted such that disruption of Global's work shall be kept to a minimum. Nothing contained in this Section is intended or shall be construed to limit any other rights of the City under this Agreement. Nothing in this Section shall impose or be construed to impose upon the City any independent obligation to construct, maintain or make repairs, replacements, alterations, additions or improvements, or create any independent liability for any failure to do so. 3. Term and Renewal Term. 3.1 Term. The Term of this Agreement shall commence on October 1, 2008 (Commencement Date), and end at midnight on September 30, 2011, unless earlier terminated pursuant to the provisions of this Agreement. 14 3.2 Renewal Term. The City shall have the right, at its sole option and discretion, to extend this Agreement for two (2) successive one (1) year terms (each, a "Renewal Term") by giving written notice to Global of such intention not less than ninety (90) days prior to the expiration of the Term or an exercised Renewal Term (as the case may be). 4. Global's Compensation. 4.1 Management Fee (a) As consideration to Global for providing the services herein, the City shall pay Global during the Term hereof, an annual management fee for the performance of the services hereunder with respect to each Fiscal Year, in the amount of $275,000 (the "Management Fee"). The Management Fee shall be adjusted upward on the first day of each Fiscal Year during the Term hereof (other than the first Fiscal Year ending September 30, 2009), by the percentage change in the Consumer Price Index -All Urban Consumers (CPI-U) - U.S. City Average -All Items, during the one year period ending September 30, immediately preceding such Fiscal Year, as published by the Bureau of Labor Statistics of the U.S. Department of Labor, or of any revised or successor index hereafter published by the Bureau of Labor Statistics or other agency of the United States Government succeeding to its functions ("CPI"), but in no event exceeding three percent (3%) in any one Fiscal Year. (b) The Management Fee will be allocated for each Facility as follows: (i) Convention Center - $241,600; (ii) Colony - $16,700; and (iii) Byron - $16,700. (c) The Management Fee shall be payable in equal monthly installments due on or before the last day of each month during the Fiscal Year, and Global shall be entitled to draw such amounts from the account described in Section 5.6. (d) The Management Fee shall be subject to further upward adjustment, as mutually agreed to by the parties, in the event the City elects to have Global operate, manage, maintenance, market and promote Additional Facilities, as provided in Section 2.2(b) hereof. 4.2 Executive Compensation. (a) Executive Compensation Amount As part of the development of each annual operating budget for a Fiscal Year pursuant to Section 5.3 hereof, the City and Global agree to determine and set in writing the amounts of Executive Employee 15 Salaries for Executive Level Employees of Global and any Related Party of Global at the Facilities to be paid in any such Fiscal Year, which amounts shall be binding against the City and Global (the "Executive Compensation Amount"); provided that the compensation amounts in subsequent Fiscal Years shall not exceed the amounts for the immediately preceding Fiscal Year by more than ten (10%) percent. The Executive Compensation Amount shall be paid to applicable Executive Level Employees from the account described in Section 5.6 on the same basis as those of other employees of Global at the Facilities are paid. (b) Executive Employee Benefit/Bonus Amount The Executive Level Employees of Global and any Related Party of Global at the Facilities shall be entitled to receive the Executive Employee Benefit/Bonus Amount, which Amount shall be paid or shall accrue, as applicable, to the Executive Level Employees, on the same basis as those of other employees of Global at the Facilities are paid or accrue. Under no circumstances shall any portion of the Executive Employee Benefit/Bonus Amount be based to any extent on the net profits of the Convention Center or any other Facility managed by Global pursuant to this Agreement. 4.3 Incentive Fee. (a) Amount. In addition to the Management Fee, and provided Global has met the criteria, as set forth in subsection (b) below, Global shall be entitled to receive an annual incentive fee (Incentive Fee) during the Term of the Agreement, in an amount equal to the product of (i) the aggregate amount of the Management Fee for a Contract Year, and (ii) the Applicable Percentage. The Applicable Percentage shall be defined as a percentage equal to the sum of the percentage points which Global earns pursuant to Sections 4.3(b)(1) through (4) below for such Contract Year; provided that, in no event, shall the Applicable Percentage exceed 100%. Promptly following the end of a Contract Year during the Term hereof, the City Manager, shall assess and total the percentage points which the City Manager has determined that Global has earned during the preceding Contract Year. The City Manager shall provide Global with a written report with respect thereto. Should Global not achieve the required Net Performance Improvement for the Fiscal Year, and the Letter of Credit (LOC) required pursuant to Section 8.4 (b)(3) hereof is not sufficient to cover the amount owed by Global to the City under Section 8.4(b)(3) (i.e. the LOC is not sufficient to cover the funding gap between the net performance achieved and the net improvement goal for the Fiscal Year), then the City shall deduct from the Incentive Fee actually earned by Global in such Fiscal Year (if any) the amount of the funding shortfall, and any remaining portion of the Incentive Fee shall be provided to Global. (b) Incentive Fee Criteria/Calculation. 1. Customer Satisfaction. 16 A. Customer Satisfaction/Contract Year 1 A total of up to twenty (20) percentage points will be awarded subject to the following criteria: (i) Completion of evaluations by clients: A total of up to ten (10) percentage points will be awarded based upon the percentage of completed customer satisfaction surveys (which survey form shall be subject to the prior written approval of the City Manager) out of total potential surveys (of which there shall be one per Event) received from all Events that use the Facilities as detailed below: 70% completed 10 points 65% completed 7 points 55% completed 4 points Less than 55% 0 points. (ii) A total of up to ten (10) percentage points will be awarded at the sole discretion of the City Manager. B. Customer Satisfaction/Contract Years 2 and 3 - A total of up to twenty (20) percentage points will be awarded for customer satisfaction based on customer surveys, subject to the following criteria: (i) Completion of evaluations by clients A total of up to ten (10) percentage points will be awarded based upon the percentage of completed customer satisfaction surveys received from all Events that use the Facilities as detailed below: 70% or greater completed 10 points 65% completed 7 points 55% completed 4 points Less than 55% completed 0 points. (ii) Average score of evaluations A total of up to seven (7) percentage points will be awarded based upon the average score below. Score will be determined based upon overall positive score. A positive score is defined as any score of excellent or good. Average Score 90% 7 points 80-89% 5 points 70-79% 3 points Less than 70% 0 points. 17 (iii) A total of up to three (3) percentage points will be awarded based upon comparison of results to the prior year of customer satisfaction surveys. The score will be based upon a comparison review of scores from previous Contract Year results. For any renewal years, the parties shall mutually agree on the scoring and percentages for the customer satisfaction component of the Incentive Fee. 2. Utilization of the Facilities A total of up to forty (40) percentage points will be awarded for utilization of the Facilities based on the following criteria. Utilization (Occupancy Percentage): Occupancy will be calculated based on the total number of actual Use Days (as defined below) divided by the total number of available Use Days. (i.e. For the Convention Center, 730 Total Hall Use Days divided by 1460 Total Number of Available Use Days Equals 50% Occupancy. 730/1460 = 50%. Utilization does not include any City use of a Facility pursuant to Section 13.1 hereof. For purposes of this subsection (2), a Use Day shall be defined as all Event days (including load-in and load-out days). Each Use Day shall consist of a 24-hour period. With respect to multiple day Events (a Run), each day of the Run will be considered an individual Use Day. The points shall be allocated, by Facility, as follows: A. Contract Year 1 Utilization of Convention Center/Exhibit Halls - up to 15 points (i)Achieving less than 67% = 0 points (ii)Achieving 67% = 5 points (iii)Achieving 70% = 10 points ._ _ _ (iv)Achieving 72% = 15 points B. Contract Year 2 Utilization of Convention Center/Exhibit Halls - up to 15 points (i)Achieving less than 67% = 0 points (ii)Achieving 67 % = 2.5 points (iii)Achieving 69% = 5 points (iv)Achieving 71 % = 10 points (v)Achieving 73% = 12 points (vi)Achieving 75% = 15 points 18 C. Contract Year 3 Utilization of Convention Center/Exhibit Halls - up to15 points (i)Achieving less than 69% = 0 points (ii)Achieving 69% = 5 points (iii)Achieving 71 % = 10 points (iv)Achieving 73% = 12 points (v)Achieving 75% = 15 points D. Contract Year 1 Utilization of Convention Center/Meeting Rooms - up to 15 points (i)Achieving less than 50% = 0 points (ii)Achieving 50% = 2..5 points (iii)Achieving 55% = 5 points (iv)Achieving 60% = 7.5 points (v)Achieving 65% = 15 points E. Contract Year 2 Utilization of Convention Center/Meeting Rooms. - up to 15 points (i) Achieving less than 55% = 0 points (ii) Achieving 55% = 5 points (iii) Achieving 65% = 15 points F. Contract Year 3 Utilization of Convention Center/Meeting Rooms - up to 15 points G H (i) Achieving less than 55% = 0 points (ii) Achieving 55% = 5 points (iii) Achieving 65% = 10 points (iv) Achieving 70% = 15 points Contract Year 1 Utilization of Colony - up to 5 points (i)Achieving less than 60% = 0 points (ii)Achieving 60% = 2 points (iii)Achieving 65% = 3.5 points (iv)Achieving 70% = 5 points Contract Year 1 Utilization of Byron Carlyle - up to 5 points (i) Achieving less than 36% = 0 points (ii) Achieving 36% = 5 points Contract Year 2 Utilization of Colony - up to 10 points 19 (assumes Byron Carlyle no longer managed by Gobal) (i)Achieving less than 65% = 0 points (ii)Achieving 65% = 3 points (iii)Achieving 75% = 5 points (iv)Achieving 85% = 10 points J. Contract Year 3 Utilization of Colony - up to 10 points (assumes Byron Carlyle no longer managed by Gobal) (i)Achieving less than 65% = 0 points (ii)Achieving 65% = 3 points (iii)Achieving 75% = 5 points (iv)Achieving 85% = 10 points If the Byron Carlyle Theater is still managed by Global in year 2 or 3 of the initial contract term, the following criteria shall apply: • Contract Year 2 Utilization of Colony - up to 5 points (i)Achieving less than 65% = 0 points (ii)Achieving 65% = 2 points (iii)Achieving 75% = 3.5 points (iv)Achieving 85% = 5 points • Contract Year 2 Utilization of Byron Carlyle - up to 5 points (i)Achieving less than 40% = 0 points (ii)Achieving 40% = 2 points (iii)Achieving 45% = 3.5 points (iv)Achieving 50% = 5 points • Contract Year 3 Utilization of Colony - up to 5 points (i)Achieving less than 65% = 0 points (ii)Achieving 65% = 2 points (iii)Achieving 75% = 3.5 points (iv)Achieving 85% = 5 points • Contract Year 3 Utilization of Byron Carlyle - up to 5 points (i)Achieving less than 45% = 0 points (ii)Achieving 50% = 2 points (iii)Achieving 55% = 3.5 points (iv)Achieving 60% = 5 points 20 For any renewal years, the parties shall mutually agree on the scoring and percentages for the utilization component of the Incentive Fee. 3. Marketing and Promotion A total of up to thirty five (35) percentage points will be awarded for marketing and promotion of the Facilities, based on the following criteria: A. Marketinq and Promotion -Contract Year 1 (i) Corporate Meetings: (up to10 Points) As a percentage of total new bookings: 0 5% = 3 points 0 10% = 7 points 0 15% = 10 points (ii) Social Events (greater than 500 persons): (up to 10 Points) As a percentage of total new bookings: 0 5% = 3 points 0 10% = 7 points 0 15% = 10 points (iii) Shoulder Season bookings: (up to 15 Points) As a percentage of total new bookings: 0 5% = 5 points 0 10% = 10 points 0 15% = 15 points B. Marketinq and Promotion -Contract Year 2 and 3 (i) Corporate Meetings: (up to10 Points) As a percentage of total new bookings: 0 10% = 3 points 0 15% = 7 points 0 20% = 10 points (ii) Social Events (greater than 500 persons): (up to 10 Points) As a percentage of total new bookings: 0 10% = 3 points 0 15% = 7 points 0 20% = 10 points (iii) Shoulder Season bookings: (up to 15 Points) As a percentage of total new bookings: 0 10% = 5 points 21 0 15% = 10 points 0 20% = 15 points For any renewal years, the parties shall mutually agree on the scoring and percentages for the marketing and promotion component of the Incentive Fee. In order to be considered a "new booking," an Event cannot have been held at a Facility for the three (3) years period prior to the Contract Year. An Event will only be considered and counted as "booked" if the booking was initiated by Global (or M.S.), not by the GMCVB, and upon the City's receipt of a fully executed contract and deposit. Corporate Meetings shall be defined as Events primarily involving one or more companies and/or business oriented organizations that are attended primarily by such companies or business organizations. Social Events shall be defined as events such as, but not limited to, banquets, weddings, single day receptions, and/or dinners, without meeting or exhibition components, and single day large non-profit organization Events. Shoulder Season bookings shall be defined as any Event booked from June 1 -September 30 of a Contract Year. 4. Maintenance of Facilities A total of up to five (5) percentage points will be awarded if Global has met or exceeded the maintenance standards set forth in Section 2.3(h) and Exhibit F hereof (including, without limitation, the Comprehensive Preventive Maintenance Program and maintenance of Capital Equipment). The City Manager's evaluation pursuant to this subsection (4) shall, without limitation, take into account the annual review by the City's Property Management Division and/or a yearly review by an outside independent consultant retained by the City Manager. (c) Payment. The Incentive Fee shall be payable to Global within 120 days of the end of a Fiscal Year. Global will thereupon be entitled to deduct the amount of such • Fee from the account described in Section 5.6 hereof; provided that, to the extent that Global projects that such a deduction would leave insufficient funds in such account to cover Operating Expenses for the remainder of the then-current fiscal quarter, Global shall be entitled not to deduct all or a portion of such fee from such account, and, upon notice thereof from Global, the City shall promptly pay Global the amount of the Fee that has not been deducted from such account. 4.4 Limitation. Notwithstanding anything to the contrary set forth herein, in no event shall the sum of (i) the Incentive Fee, plus (ii) the Executive Employee Benefit/Bonus Amount payable with respect to any Fiscal Year, exceed the sum of (x) 22 the Management Fee, plus (y) the Executive. Compensation Amount payable with respect to such Fiscal Year. 5. Funding; Budgets; Bank Accounts. 5.1 Operating Funds. Subject to Section 5.2 hereof, following the approval of the annual operating budget for a Fiscal Year (including, without limitation, any annual operating budget applicable to the first Fiscal Year during the Term hereof), the City shall make available to Global all funds necessary to pay all Operating Expenses incurred or accrued in such Fiscal Year. To the extent that Operating Revenues during a calendar month are insufficient, or expected to be insufficient, to cover Operating Expenses and with respect to the first quarter of a Fiscal Year, the amount of the projected Incentive Fee payable pursuant to Section 4.3 hereof for the prior Fiscal Year ("Cash Flow Shortfall") for such period, the City shall advance funds to Global as follows: Within thirty (30) days following the end of a month, Global will submit to the City Manager, for his approval, astatement/invoice summarising the deficit or surplus in a Facility account (described in Section 5.6 hereof) over the agreed upon imprest combined Facility account balance for the Convention Center, Colony, and Byron Carlyle. Such imprest amount will be $500,000, and will represent the combined balance of all Facility accounts (Convention Center, Colony, and Byron Carlyle) at the end of each month. If, at the end of such month, the combined operating balance is greater than $500,000, the surplus amount over $500,000 will be given back to the City in the form of a check, accompanied by a statement/invoice with appropriate bank reconciliations for both operating accounts as back up. If, at the end of such month, the combined operating balance is less than $500,000, the deficit and the appropriate bank reconciliations documenting such deficit will be invoiced to the City for payment. 5.2 Non-Funding. (a) The City shall have no obligation to provide funds for the payment of Operating Expenses incurred or committed for after the date Global receives written notice (an "Appropriation Deficiency Notice") of the fact that insufficient funds or no funds have been appropriated for a Facility or Facilities. (b) If the Appropriation Deficiency Notice is of insufficient funds, the City shall pay all Operating Expenses incurred or committed for after such date which are within the aggregate level of appropriated funds specified in the Appropriation Deficiency Notice. The City shall pay all Operating Expenses incurred or committed for prior to the date Global receives the Appropriation Deficiency Notice. Any failure by the City to provide funds (beyond the aggregate level of appropriated funds) for the payment of Operating Expenses incurred or committed for after Global receives an 23 Appropriation Deficiency Notice shall not be a breach of or default under this Agreement by the City. (c) If the City appropriates funds at (or reducPC annrnr~ri~+~ f. ~.,a~ +„~ a level that, in Global's judgment, renders t Global may, at its option, either (i) continue level consistent with anticipated Operating terminate this Agreement pursuant to Sectio 12.3). 5.3 Annual Budget• Cash Flow Budget. - --rr. _r........... .....vv w~ he management of a Facility not feasible, management of the Facility at a reduced Revenues and available funding, or (ii) n 12.2 (with the effect set forth in Section (a) As part of the Annual Management Plan described in Section 6.2 hereof, on or before the date specified by the City Manager each year, on reasonable advance notice, Global will prepare an annual operating budget for each Facility for the next Fiscal Year to meet the scope of services and objectives under this Agreement. Such budget shall contain appropriate line items for revenues and expenses and the projected net operating deficit or surplus. Each such budget shall be submitted together with details, including, without limitation, salary ranges for each Fiscal Year, and the benefits package to be offered to Global employees and funded by the City as an Operating Expense. St (b) Global shall prepare and submit to the City Manager, prior to June 1 of each Fiscal Year, an annual cash flow budget for the succeeding Fiscal Year based upon the approved operating budget for such Fiscal Year. The City shall transfer to Global, on a monthly basis, those funds so approved and necessary for the operation, management, maintenance, marketing, and promotion of each Facility (including, without limitation, the Operating Expenses for such month), and Global shall deposit such funds, together with Operating Revenues of the respective Facility collected by Global, in that Facility's account. (c) The annual budgets referred to in Sections 5.3 (a) and (b) hereof shall be reviewed by, and are subject to the approval of, the City Manager, and the Mayor and the City Commission, respectively. Global recognizes that the City is a municipal corporation created pursuant to the laws of the State of Florida and is bound by general and special laws pertaining to the budget process and the appropriation and expenditure of funds. Therefore, Global shall participate in the City's budget process, including, without limitation, an administrative review, a review by the City's Budget Advisory Committee, City Commission review, and review and comment by citizens at two public hearings in the month of September, prior to approval of any proposed Facility operating budget. During the Term of this Agreement, the City Manager shall notify Global of any changes to the annual operating budget and the cash flow funding budget of a Facility for the succeeding Fiscal Year, proposed by Global (and with such changes, if any, as are made by the City prior to October 1St of each Fiscal Year). Such budgets shall be the Approved Budgets for the following Fiscal Year, provided that if the annual operating budget or the annual cash flow budget of a Facility, as proposed by 24 Global, is modified by the City in a manner which, in Global's judgment, could materially interfere, impede or impair the ability of Global to manage, operate, maintain, market or promote the Facility, Global shall have the right to terminate this Agreement pursuant to Section 12.2 (with the effect set forth in Section 12.3). (d) Global hereby acknowledges and represents that, prior to the Commencement Date of this Agreement, the City has provided, and Global has received, the preliminary annual operating budget proposed by the City for the first Fiscal Year of the Agreement. The proposed annual operating budget for the first Fiscal Year hereof shall be effective as of October 1, 2008, and Global further acknowledges and agrees that it will commence performance under this Agreement pursuant to said budget. Such proposed budget shall be treated in the same manner and create the same rights as obtained following the submission of annual budgets as described in Section 5.3(c) hereof. (e) Notwithstanding subsection (d) above, on or prior to December 1, 2008, Global shall prepare and submit to the City Manager its proposed amended annual operating budget for the first Fiscal Year hereof, which amended budget shall be reviewed and approved, in accordance with the submission of annual budgets pursuant to this Section 5.3; shall, if approved, be effective as of January 1, 2009; and shall be treated in the same manner and create the same rights as obtained following the submission of annual budgets, as described in Section 5.3(c) hereof. 5.4 Budget Modifications Initiated by Global. Global may submit to the City Manager, for review and approval by the City Manager and the Mayor and the City Commission, respectively, at any time prior to the close of a Fiscal Year, a supplemental or revised annual operating budget or cash flow budget for such Fiscal Year. Upon the approval of the City Manager and the Mayor and the City Commission of such supplemental or revised budget, the Approved Budget for such Fiscal Year shall be deemed amended to incorporate such supplemental or revised budget. The Approved Budget may only be amended as set forth in Sections 5.3 (e) and 5.5 hereof, or in the two preceding sentences, except that Global shall have the right to amend the Approved Budget as may be necessary or appropriate as the result of the scheduling by Global of additional Events at a Facility (and the incurrence of additional Operating Expenses arising from the scheduling of additional Events at that Facility) as long as, prior to the scheduling of such Event(s), Global has a reasonable expectation that the projected Net Operating Loss for the Fiscal Year, as set forth in the Approved Budget, would not be increased, or that the Net Operating Profit for the Fiscal Year, as set forth in the Approved Budgets, would not be decreased, as a result of such additional Event(s). 5.5 Budget Modifications Initiated by the City. In the event that it appears reasonably likely, in any Fiscal Year during the Term hereof, that the actual Net Operating Loss for such Fiscal Year will be larger than 25 projected in the annual operating budget for such Fiscal Year, or that the actual Net Operating Profit for such Fiscal Year will be less than projected in the annual operating budget for such Fiscal Year, the City Manager may request from Global a plan for reduction of Operating Expenses to a level consistent with the budgeted Net Operating Loss/Profit amounts. Global shall forthwith comply with any such expense reduction requested by the City Manager, and the Approved Budget for such Fiscal Year shall be modified accordingly; provided that if the annual operating budget or annual cash flow budget is modified in a manner which, in Global's judgment, could materially interfere, impede or impair the ability of Global to manage, operate, maintain, market or promote the Facility, Global shall have the right to terminate this Agreement pursuant to Section 12.2 (with the effect set forth in Section 12.3), and provided further that Global shall not be construed to have breached its obligations under this Agreement if such alleged breach has been caused by the limitations in the Fiscal Year's budget. 5.6 Receipts and Disbursements. Global shall establish and maintain, in one or more depositories of a banking institution in Miami Beach designated by the City Manager, one or more operating bank accounts for each Facility, in the_.name of the City, with Global as agent, and with signature authority in such employees of Global as Global shall determine. All revenues collected by Global from the operation of a respective Facility shall be deposited into such accounts and Operating Expenses (other than Operating Expenses to be paid from an account described in Section 5.7 hereof) shall be paid by Global as agent for the City from such accounts. All revenues collected by Global arising from operation of a Facility, including, without limitation, revenues from box office sales, Facility or equipment rentals, utility rental agreements, food and beverage concessions, or any other source, are the sole property of the City (except for box office sale revenues from third party Events, which are not deemed property of the City), held in trust by Global for the City for application as provided herein. Any amounts remaining in such accounts upon termination of this Agreement (for any reason), after payment of all outstanding Operating Expenses, shall be promptly paid by Global to the City. 5:7 Ticket Sales Revenues. Global shall establish, maintain, and hold, for each Facility, in a separate interest-bearing account in a depository of a banking institution in Miami Beach designated by the City Manager, any ticket sale revenues which it receives with respect to an Event to be held at the Facility, pending the completion of the Event. Such monies are to be held for the protection of ticket purchasers, the City and Global, and to provide a source of funds, as required for payments to performers and promoters and for payments of Operating Expenses in connection with the presentation of the Events, as may be required to be paid contemporaneously with the Event. Following the satisfactory completion of the Event, Global shall make a deposit into the operating account(s) established pursuant to Section 5.6 hereof of the amount in such account, and shall pay from the operating account Event Expenses and provide the City with a full Event settlement report. Interest which accrues on amounts deposited in the 26 operating account(s) referred to in Section 5.6 hereof, and the ticket account referred to herein, shall be considered Operating Revenues. Bank service charges, if any, on such account(s) shall be considered Operating Expenses. Upon receipt thereof from the depository bank, Global shall promptly submit to the City, copies of all bank statements concerning the account(s) established by Global pursuant to Section 5.6 hereof and the ticket account referred to herein. 5.8 Capital Improvements Capital Equipment. The obligation to pay for, and authority to perform, direct and supervise, Capital Improvements and Capital Equipment purchases shall remain with the City (except for Global's obligation to pay the Capital Contribution in Section 5.10 hereof), and will not be considered Operating Expenses. The Annual Management Plan submitted pursuant to Section 6.2 hereof shall include Global's recommendation for Capital Improvements and Capital Equipment purchases to be accomplished during the year and shall be accompanied by an estimate of the cost of all such items and projects and a request that the City budget funds therefore. Notwithstanding the preceding or anything contained in this Agreement, the City shall retain the sole discretion and authority to determine whether, and to what level, to fund Capital Improvements and Capital Equipment purchases for a Facility. Notwithstanding the preceding paragraph or anything contained in this Agreement, Global shall, at the request of the City Manager, pro-actively participate, at a corporate level, and including the general manager, with (and/or, where requested, on behalf of) the City in future discussions relating to any proposed long term expansion and/or improvements for the Convention Center. 5.9 Limitation of Global Liability. Notwithstanding any provision herein to the contrary, and except for Global's express indemnification undertakings in Section 8.1 hereof, its express reimbursement undertakings in Section 6.1(b), the Global Capital Contribution and scholarship fund contribution in Section 5.10, and the performance guarantee obligations in Section 8.4, Global shall have no obligation to fund any cost, expense or liability with respect to the operation, management, marketing, and promotion of the Facilities. Furthermore, the parties agree -that Global's obligations under this Agreement are subject in all respects to the limitations of the City approved Operating and Capital Budgets, and are contingent upon and subject to the City making available, in a timely fashion, the funds budgeted for and/or reasonably required by Global to carry out such obligations during the Term. Furthermore, Global shall have no liability with respect to the failure of the terms of this Agreement, including without limitation the failure of one or all the performance guarantees referenced in Section 8.4 (b), to comply with the Code or the Treasury Regulations. Notwithstanding the preceding sentence, nothing in this Section 5.9 shall be deemed to waive any liability that Global may have as a result of any act, omission, or failure to perform by Global under this Agreement, which results in non-compliance with the Code or the Treasury Regulations. 27 5.10 Global Capital Contribution/Scholarship Contribution/Public Benefits/Green Initiatives. (a) Upon execution of the Agreement by the parties, Global shall pay to the City the sum of Three Hundred Seventy Five Thousand Dollars ($375,000) (the Capital Contribution), which sum shall be used at the sole discretion of the City. (b) Amortization of the Global Capital Contribution. The amount of the Capital Contribution shall be amortized on a straight-line, non-cash basis over a period of thirty-six (36) months during the initial Term (the Amortization Period). In the event of expiration or termination of this Agreement for any reason whatsoever prior to completion of the Amortization Period, the City shall pay to Global, upon such expiration or termination, the un-amortized portion of the Capital Contribution. (c) Scholarships. Global shall contribute Twelve Thousand Five Hundred Dollars ($12,500) annually during the Term hereof toward the establishment of a scholarship fund for qualifying in-need Miami Beach residents pursuing a career in facility management and/or the hospitality and tourism industry (the Scholarship Contribution). Said fund will be administered by the City and applicants will be reviewed and recommended by Global. Payment of the Scholarship Contribution shall be made, as to the first payment, upon execution of the Agreement by the parties and, as to subsequent payments, within thirty (30) days of the commencement of each Contract Year during the Term hereof. (d) Other Public Benefit(s) to be Provided by Global/"Senior Dances". 1. Global shall produce a minimum of three (3) dances each Contract Year during the Term hereof targeted to City of Miami Beach senior citizens (a "Senior Dance" or the "Senior Dances"). A.Senior Dances shall be considered a City Use pursuant to Section 13.1 (a), except that, additionally the City shall not be responsible for any direct out-of-pocket (or other) expenses incurred in connection with these events; provided, however, Global shall not be charged any expense for utilities in connection with these events. 2. Senior Dances shall be free and open to the public. 3. Global shall provide all staffing for the Dances . 4. Each Senior Dance shall be counted as a Use Day. 5. Global shall have the ability to secure sponsors or other revenue generating activities or events which would be considered Operating Revenue; provided that such activities and/or events are ancillary to, related to, and/or otherwise 28 compliment the Senior Dances (i.e. senior lifestyle exhibits, health and fitness expo, etc.),. (e) Green Initiatives. 1) Within the first Contract Year, Global shall register with the U.S. Green Building CounciFfor LEED Certification. 2) On or before the end of the initial Term, Global shall utilize best efforts to achieve LEED certification. 3) Within the first one hundred twenty (120) days of the first Contract Year, Global shall prepare, or cause to be prepared, and deliver to the City Manager, an audit to determine potential "green" opportunities for the Facilities. 4) Within the first one hundred twenty (120) days of the first Contract Year, Global shall use best efforts to meet with FPL, and, shall, thereafter, complete and deliver to the City Manager, by no later than the end of the first Contract Year, an FPL business audit of the Facilities, which results shall include, without limitation: A. Establish historical power usage; B. Plan for conversion; and C. Opportunities for re-sale of unused capacity (i.e. Energy Sell Back Program). 5) Within the first Contract Year, Global shall investigate additional water conservation technology and make written recommendations on same to the City Manager. 6) Within the first Contract Year, Global shall implement the "Use of Green" cleaning chemicals. 7) Within the first Contract Year, Global shall replace paper products with products manufactured from recycled waste. $) Within the first one hundred twenty (120) days of the first Contract Year, Global shall institute a full recycling program including paper, cardboard, glass, cans, and plastics. r .__ On or before the end of the initial Term, Global shall oversee and complete the installation of sensor switches with automatic shut-off capacity. 10) Within the first one hundred twenty (120) days of the first Contract Year, Global shall oversee and complete the conversion to lower energy consuming light bulbs and fixtures. 11) Within the first one hundred twenty (120) days the first Contract Year, Global shall work with Centerplate on using bio-degradable food and beverage products and reuse of cooking oils. 29 12) Within the first Contract Year, Global shall investigate potential for installation of solar energy panels and make written recommendation for same to the City Manager. 13) Within the first Contract Year, Global shall establish strategic marketing relationship(s) with energy provider(s) to reduce energy costs at the Facilities, in return for advertising and marketing consideration. 14) Within the first Contract Year, Global shall implement its "Step- Up" Program. 6. Records, Audits and Reports. 6.1 Records and Audits. (a) Global shall keep full and accurate accounting records relating to its activities at the Facilities, in accordance with generally accepted accounting principles. Global shall maintain a system of bookkeeping adequate for its operations hereunder. Global shall give the City's authorized representatives access to such books and records, all of which will be maintained at the Convention Center, during reasonable business hours and upon reasonable advance notice. Global shall keep and preserve for at least three (3) years following each Fiscal Year, or for as long as such records are required to be retained pursuant to Florida Public Records Law (whichever is longer), all sales slips, rental and/or other use agreements, purchase orders, sales books, credit card invoices, bank books or duplicate deposit slips, and other evidence of Operating Revenues and Operating Expenses for such period. In addition, on or before October 31St following each Fiscal Year during the Term hereof, and as required by the City pursuant to its annual financial audit(s) of the Facilities, Global shall furnish to the City unaudited financial statements, including a balance sheet, a statement of profit and loss, and a statement of cash flow, for each Facility, for the preceding Fiscal Year, prepared in accordance with generally accepted accounting principles. The City shall thereafter cause such statements to be audited by, or on behalf of, the City, which audit shall contain an opinion expressed by the independent auditor of the accuracy of the financial records kept by Global and of amounts due to the City. The audit shall also provide a certification of Operating Revenues and Operating Expenses for such Fiscal _ Year. The City audit shall be conducted by a reputable firm selected by the City. Notwithstanding anything to the contrary herein, the cost of such audit shall be deemed an Operating Expense. (b) Notwithstanding subsection (a) above, the City Manager shall have the right, at any time (and from time to time), to cause nationally recognized independent auditors to audit all of the books of Global relating to Operating Revenues and Operating Expenses, including, without limitation, cash register tapes, credit card invoices, duplicate deposit tapes, and invoices. The costs incurred by the City in conducting such audit shall be for the City's account and shall not be considered an Operating Expense, except as otherwise provided in the remainder of this paragraph. If any such audit demonstrates that the Operating Revenues or Operating Expenses 30 reflected in any financial statements prepared by Global and audited as specified in subsection (a) above, are understated (in the case overstated (in the case of Operating Revenues), in e percent (5%), Global shall promptly pay to the City the and shall promptly refund to the City any portion overstatement or understatement, or both, as the case reserves the right to withhold or delay any funds to C findings have not been satisfactorily resolved. 6.2 Annual Management Plan. of Operating Expenses) or ither case by more than five reasonable cost of such audit which is attributable to the may be. The City specifically lobal if the previous audited (a) Global shall provide to the City, on or before June 1 of each Fiscal Year during the Term hereof, an Annual Management Plan addressing each Facility, which shall include, without limitation, the annual operating budget (described in Section 5.3 hereof) for the next Fiscal Year, information regarding Global's anticipated operations for such Fiscal Year, including revenue projections, planned Qperating maintenance activities by Global, requested Capital Improvements and Capital Equipment purchases (and an anticipated budget therefore), anticipated Events, anticipated sales, marketing and promotional activities; planned equipment and furnishings purchases; and an updated inventory of all Capital Equipment (including, without limitation, furniture, fixtures and equipment) at each Facility. The Annual Plan shall be subject to review, comment, and approval by the City Manager. Following review, comment and approval by the City Manager, Global shall have thirty (30) days from receipt of the revised Plan from the City to incorporate the City's comments into the Plan. Upon approval by the City Manager of the final Plan, such Annual Management Plan shall constitute the operating program for Global for the following Fiscal Year. 6.3 Reports. (a) By the twenty-fifth day of each month during the Term hereof, Global shall provide to the City a written monthly report, in a form approved by the City Manager (which form may be similar to that used in other Global-managed facilities), setting forth each Facility's anticipated activities and financial condition for the upcoming month, and reporting on the prior month's activities and finances. Such monthly report shall include, without limitation: (i) A balance sheet, aging report on accounts receivable, and statement of revenues and expenditures (budget to actual) for such month, and year to date, in accordance with generally accepted accounting principles. Such records and reports shall also include a comparison of Operating Revenues and Operating Expenses for the corresponding months in the prior two (2) Fiscal Years; (ii) Summary of Events held and future bookings scheduled for such month, and separate cash receipts and disbursements reports for each Event held 31 at a Facility during such month. In addition, a summary of all exit conferences for Events at the Convention Center, and House Manager reports following each Event at the Colony and Byron Carlyle; completed customer satisfaction surveys; and sales and marketing reports, and any updates thereto, as also required pursuant to the Marketing and Promotion Plan in Section 6.4 hereof. A copy of the portion of the monthly report pertaining to the Convention Center also shall be provided to the Advisory Board. (iii) A report specifying all maintenance work performed at each Facility during such period including, without limitation, with respect to the Comprehensive Preventive Maintenance Program and the maintenance of Capital Equipment, in accordance with the Minimum Operating and Maintenance Standards (attached hereto as Exhibit "F"). A copy of the portion of the monthly report pertaining to the Convention Center shall also be provided to the Advisory Board. (iv) A listing of any incentives given, or fees waived, by Event, at each Facility; and (v) Disclosure of any third party commissions (whether paid or exchanged for in-kind services) and report of any trades and/or barters. (b) Quarterly status reports as to the Convention Center food and beverage concessionaire's (which, as of the Commencement Date, is Centerplate) performance under its agreement with the City. (c) On or before June 1st of each Fiscal Year during the Term hereof, Global shall provide, or cause to be provided, to the City, as part of its Annual Management Plan required pursuant to Section 6.2 hereof, an inventory of Capital Equipment for each Facility. (d) Upon receipt thereof from the depository bank(s) described in Sections 5.6 and 5.7 hereof, Global shall provide, or cause to be provided, to the City (on a monthly basis), copies of all bank statements concerning (respectively) a Facility operating account and the ticket sale revenues account. 6.4 Five Year Marketing/Promotion Plan. (a) On or before January 1, 2009, Global shall submit, for review, comment, and approval by the City Manager, a strategic Five (5) Year Marketing and Promotion Plan that individually addresses each Facility's marketing and promotional strategy. The Plan shall contain, but not be limited to, the following elements: (i) market research, (ii) market position, (iii) sales and marketing objectives, (iv) sales and marketing strategies, (v) booking priorities, (vi) targeted events -local, regional, national and international, (vii) targeted meetings, conventions, trade shows, and other Events, (viii) industry advertising campaign, (ix) internal and external support staff, (x) advertising opportunities at the local, regional and national level, (xi) planned attendance at various 32 conventions, trade shows, meetings, and other Events, (xii) incentive formulas for multiple event presenters, (xiii) merchandising and retail, (xiv) food and beverage, (xv) a plan regarding national, regional and local public relations and media relations, and (xvi) policies regarding the use of trade/barters. An update of the Marketing and Promotion Plan shall be submitted to the City annually on October 1St of each Contract Year. Global will collaborate with the City on the development of (and all updates to) the Marketing Plan, and shall solicit comments from the City Manager, as well as the Advisory Board and the GMCVB (as to the portion of the Plan addressing the Convention Center), and such other agencies, boards and committees as the City Manager may deem necessary, in his sole discretion and judgment. (b) Notwithstanding paragraph 2 of subsection (a) hereof, the Marketing and Promotion Plan shall also address, in detail, Global's approaches, efforts, and timelines for accomplishing the following marketing and promotional obligations (as part of Global's comprehensive approach to marketing the Facilities): 1) Global to create and provide continuously during the Term hereof, an in-house ad-agency capability to place Event-related advertising. 2) Global to provide a report on sales and marketing efforts, as provided for in Section 6.3. 3) Global to develop an advertising buy program that will offer preferred (discount) pricing for each Facility's users on select Comcast services including, without limitation: A. In-market ROS advertising on Comcast channels; B. On Demand; C. Comcast.net; and D. Cross-channel- marketing opportunities. 4) Global to provide assistance in obtaining discount pricing for advertising buys for the City and Facility users in out-of-market Comcast service areas. 5) Global to secure CNN Headline News Comcast - "Newsmakers" for Facilities including, without limitation: A. A minimum of four (4) "Newsmaker" shows per Contract Year during the Term hereof. Each "Newsmaker" show shall consist of a five (5) minute interview format of approximately 21 airings during a one-week period (42 total times per month) on CNN Headline News; and B. Segments provided to the Convention Center, to be used by the City and Convention Center users. 33 C. Best efforts to secure additional Newsmaker show opportunities. 6) Global to secure Comcast Bill Envelope Messaging including, without lim itation: A. A minimum of two (2) times per Contract Year, the City or Convention Center users shall be provided with the ability to send messaging to Comcast subscribers in Miami-Dade, Broward and Monroe Counties on the monthly Comcast Bill Envelope (900,000 bills per month); and B. Best efforts to secure additional Comcast Bill Envelope Messaging opportunities. 7) Global to secure Comcast Bill Messaging including, without limitation: A. A minimum of four (4) times per Contract Year, the City or Convention Center users will be provided the ability to send messaging to Comcast subscribers in Miami-Dade, Broward and Monroe Counties on the monthly Comcast Bill (900,000 bills per month); and B. Best efforts to secure additional Comcast Bill Messaging opportunities. 6.5 Special Resorts. Global shall prepare special reports from time to time, at the request of the City Manager, to the extent that such reports shall cover subject matter which is/are within the normal scope of Global's services under this Agreement. 7. Employees.. 7.1 Global Employees. (a) Global shall select, hire, train, and employ such number of employees as Global deems necessary or appropriate to satisfy its responsibilities under this Agreement. Global shall use its best efforts to recruit employees who will be proficient, productive, and courteous to patrons consistent with standards employed at comparable first class facilities. Global shall have authority to hire, terminate and discipline any and all such personnel working at the Facilities. (b) General Manager. Global shall assign a competent, full-time general manager to oversee Global's responsibilities under this Agreement, and who shall be based at the Convention Center. Prior to Global's appointment of a permanent general manager, which appointment shall be made no later than thirty (30) days from the Commencement Date, Global shall consult with the City Manager with respect to the 34 qualifications of the general manager. To that end, Global shall submit no fewer than three (3) proposed candida#es for the general manager position, to the City Manager for his review. The City Manager shall have prior written approval of the general manager hired by Global (prior to Global finalizing any -such hiring). The permanent general manager shall commence employment no later than 60 days from the Commencement Date. Global shall follow the same review process and obtain the City Manager's prior written consent with regard to replacement of the general manager and/or hiring of a new general manager. (c) Neither the general manager nor any and all other Global employees (whether based at the Facilities or not) shall, for any purpose, be considered to be employees of the City, and Global shall be solely responsible for their supervision and daily direction and control, and for setting and paying (as an Operating Expense) their compensation, federal income tax withholding, and any employee benefits. (d) On or before December 1, 2008, Global shall submit to the City a report detailing Global's proposed staffing at each Facility. (e) SMG Employee Transition. _Global shall develop and implement an employee transition plan regarding existing SMG employees at the Convention Center. The plan shall be provided to the City no later than thirty (30) days following approval of the Agreement by the City Commission and execution by the parties hereto. Global shall use its best efforts to meet with SMG's Human Resources staff and existing SMG employees, interviewing and evaluating such employees, and shall offer employment to those employees who, in Global's sole discretion, it desires to employ. Global and the City Manager shall coordinate and communicate regarding such plan, including the implementation of such plan, with the goal of effectuating as smooth a transition as possible. During the employee transition period, Global's national human resources director shall oversee the transition. Upon any SMG employee being transitioned to employment for Global, such employee shall become an employee of Global for all purposes and in all respects, and Global shall have the right to establish all terms of employment for such individuals, as set forth in Section 7.1(a) hereof; provided, however, that any employee hired from SMG pursuant to the transition plan in this subsection (e) shall retain the same (or greater) salary that he/she had at the time of severance of his/her employment with SMG. Global shall not be responsible to pay any such personnel accrued vacation time or other accrued benefits. Notwithstanding the preceding sentence or anything contained in this Agreement, Global shall not be obligated to engage any existing SMG employee, and may terminate the employment of any individuals so engaged by Global at any time, in its sole discretion (subject to applicable Laws). 8. Indemnification and Insurance. 35 8.1 Indemnification. (a) Global shall indemnify, hold harmless and defend the City, its officers, agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature arising out of error, omission or negligent act of Global, its officers, agents, servants or employees, in the performance of services under this Agreement. (b) In addition, Global shall indemnify, hold harmless and defend the City, its officers, agents, servants and employees, from and against any claim, demand or cause of action of whatsoever kind or nature arising out of any misconduct of Global, its officers, agents, servants or employees, not included in subsection (a) above and for which the City, its officers, agents, servants or employees, are alleged to be liable. (c) The indemnification provisions of this subsection 8.1 shall survive termination and/or expiration of this Agreement. 8.2 Liability Insurance. (a) For each Facility covered- under this Agreement, Global shall secure and deliver to the City Manager on or before the Commencement Date, and shall keep in force at all times during the Term of this Agreement, a commercial liability insurance policy, including public liability and property damage, covering the premises and the operations thereunder, in the amount of One Million Dollars ($1,000,000.00) for bodily injury, and One Million Dollars ($1,000,000.00) for property damage, including products and completed operations and independent contractors. Global shall also maintain Umbrella liability insurance with a limit of Five Million Dollars ($5,000,000). (b) Global shall also maintain comprehensive automotive bodily injury and property damage insurance for business use covering all vehicles operated by Global, and/or its officers, agents, and employees, in connection with the Facilities, whether owned by Global, the City, or otherwise, with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence (including an extension of hired and non-owned coverage). (c) On or before the Commencement Date, and continuing thereafter during the Term hereof, Global shall also maintain: (i) professional liability insurance with coverage of at least One Million Dollars $1,000,000.00) for claims of negligent errors, acts or omissions by Global; (ii) employment practices liability insurance with coverage of at least One Million Dollars $1,000,000.00) for claims relating to the employment practices of Global at the Facilities pertaining to its employees; 36 (iii) contingent liquor liability insurance, in the amount of One Million Dollars ($1,000,000.00); and (iv) personal advertising liability insurance, in the amount of One Million Dollars ($1,000,000.00). (d) Global shall be the named insured under all such insurance policies. The City of Miami Beach, Florida shall be an additional insured under the insurance policies described in Sections 8.2(a) and (b) hereof, as its interests may appear. All of the insurance policies described in this Section 8.2 shall contain a provision affirming Global's indemnification obligations under Section 8.1 hereof. (e) Certificates evidencing the existence of the above insurance policies, all in such form as the City Manager may reasonably require, shall be delivered to the City Manager on or before the Commencement Date. (f) Notwithstanding the provisions of this Section 8.2, the parties hereto acknowledge that the above insurance policies may contain exclusions from coverage which are reasonable and customary for policies of such type. (g) Each such insurance policy or certificate shall contain a valid provision or endorsement stating, "This policy will not be canceled or materially changed or altered without first giving thirty (30) days' written notice thereof to the City Manager, 1700 Convention Center Drive, Miami Beach, FL 33139, sent by certified mail, return receipt requested." (h) A renewal binder of coverage (or satisfactory evidence of such renewal) shall be delivered to the City Manager at least twenty (20) days after an insurance policy's expiration date except for any policy expiring on the termination date of this Agreement or thereafter. (i) Except as provided in Sections 8.5(b) and 8.6 hereof, all insurance procured by Global in accordance with the requirements of this Agreement shall be primary over any insurance carried by the City and not require contribution by the City. 8.3 Workers Compensation Insurance. Global shall at all times during the Term hereof maintain worker's compensation insurance (including occupational disease hazards) with an authorized insurance company, through the Florida State Compensation Insurance Fund, or through an authorized self-insurance plan approved by the State of Florida, insuring its employees at the Facilities in amounts equal to or greater than required under law. 8.4 Crime Insurance and Performance Guarantees. (a) Crime Insurance. Global shall provide to the City, during the Term of this Agreement, crime insurance coverage covering all of Global's employees under 37 this Agreement, in the amount of Five Hundred Thousand Dollars ($500,000.00) for each loss, to reimburse the City for losses experienced due to the dishonest acts of Global's employees. (b) Performance Guarantees. Global shall secure and deliver to the City Manager no later than ten (10) days from the date this Agreement is executed, and shall keep in full force and effect at all times during the Term of this Agreement, the following: Global Corporate Guarantee. 1) Global shall provide a corporate guarantee, in such form as shall reasonably be approved by the City Manager, in the amount of $600,000 (Corporate Guarantee), to secure Global's maintenance and other obligations (except for those obligations in Section 8.4(b)(3)) required to be performed by Global under this Agreement. A. All or any portion of the Corporate Guarantee may be drawn down by the City in the event that Global fails to comply with any maintenance related and/or other obligations (except for those obligations in Section 8.4(b)(3)) under the Agreement; B. Global shall pay for any/all outside legal fees that may be incurred by the City in prevailing in any action to collect on Corporate Guarantee; and C. If payment of any amount claimed against the Corporate Guarantee is not received within thirty (30) days of submission of a claim, then Global shall also be responsible for interest at the greater of the statutory rate or prime rate, to be paid on the amount claimed against the Corporate Guarantee. D. In the event that the City "draws down" against all or any portion of the Corporate Guarantee in any Contract Year, Global shall replenish the amount so drawn for the following Operating Year, so that for each Contract Year the cap on the Corporate Guarantee is $600,000. 2) Messe Schweiz (M.S.) Guarantee Global shall provide a Corporate Guarantee, on behalf of M.S., in such form as shall reasonably be approved by the City Manager, in the amount of $275,000 (M.S. Guarantee), for the City to draw upon if ,notwithstanding M.S. "best efforts," as provided for in Sections 10.2(c)(3)(e)(1) and (2), M.S. fails to book and actualize shows or events (as defined in Section 10.2(c)(3) hereof), as follows: 38 A. $125,000 due to the City in event M.S. does not book and actualize one M.S. produced/owned show or event by the end of the second Contract Year; B. An additional $125,000 if (i) the MS produced/owned show or event that is required to be booked and actualized by the end of the second Contract Year (as described in the preceding paragraph) is not so booked and actualized by the end of the second Contract Year, AND (ii) MS does not book and actualize one M.S. produced/owned show or event by the end of the third Contract Year. For the sake of clarity, the parties acknowledge that if MS books and actualizes one MS produced/owned show or event by the end of the second Contract Year, M.S. shall have no further obligation to book and actualize any MS produced/owned show or event during the Term, and Global shall not be subject to any penalty under Section 8.4(b)(2)(A) or (B) if M.S. fails to book and actualize any additional MS produced/owned show or event during the Term. C. $25,000 in event M.S. does not book during the initial Term one non-M.S. produced/owned international show or event; this show or event may be actualized at any time up to 24 months following the end of the Term provided that, during such period, the Corporate Guarantee provided by Global to secure this obligation remains in effect, unaffected by the termination or expiration of this Agreement; D. Global shall pay for any/all outside legal fees that may be incurred by the City in prevailing in any action to collect on M.S. Guarantee; and E. If payment of any amount claimed against the M.S. Guarantee is not received within thirty (30) days of submission of a claim, then Global shall also be responsible for interest at the greater of the statutory rate or prime rate, to be paid on the amount claimed against the M.S. F. Notwithstanding anything to the contrary contained in this Agreement, Global shall have no liability under this Agreement in the event the City rejects a proposed M.S. show or event that i) complies with the City's established booking policies; ii) is consistent with the City's then- current rate schedules; and iii) where the contract for the use, rental or occupancy of space for the show or event is 39 substantially in the form of the City's standard form agreement for the Facility (unless approved as a "Material Contract" pursuant to Section 2.3(d)(3)(f) hereof. 3) Letter of Credit. Global shall provide an irrevocable Letter of Credit, in such form as shall reasonably be approved by the City Manager, in the amount of $500,000 (the Letter of Credit or LOC), to secure the "Net Performance Improvement," as defined below. A. "Net Performance Improvement" is defined as the Required Improvement on the Fiscal Year (FY) 08/09 budgeted net deficit of $1,492,134, which includes both the FY08/09 budgeted net operating deficit and includes Executive Salaries and Benefits. B. Required Improvement over the net deficit of $1,492,134 for each Contract Year is as follows: (i) FY 08/09. _ $ 500,000 (i.e., achieve Net Operating Loss of $992,134 or better) (ii) FY 09/10 = $1,000,000 (i.e., achieve Net Operating Loss of $492,134 or better) (iii) FY 10/11 = $1,500,000 (i.e., achieve a Net Operating Profit of $7,866 or better) C. In the first Contract Year of the initial Term, to the extent the actual improvement achieved in the Fiscal Year is less than the Required Improvement (as set forth in subsection B above), the City shall draw against the LOC, in the amount of the difference between the Required Improvement and the actual improvement (herein after referred to as the "Improvement Shortfall"), up to a maximum of $500,000. D. If there is improvement in excess of $1 million in the first Contract Year, Global may apply the excess improvement over $1 million (the "Banked Portion"), against any Improvement Shortfall in the second Contract Year, but such Banked Portion shall only be applied to the second Contract Year up to the amount of the earned Incentive Fee for the first Contract Year. E. If the second Contract Year results in an Improvement Shortfall, such shortfall will first be reduced by applying the Banked Portion, if any, from the first Contract Year. If there is a remaining shortfall, the City shall draw against the LOC provided by Global, in the amount of the remaining shortfall up to a maximum of $500,000. If there is still a remaining shortfall after applying both the Banked Portion (if any) and the LOC, then the City will draw against the earned Incentive Fee from such Fiscal Year, on a dollar for dollar 40 basis, to cover the shortfall. In the event the Improvement Shortfall exceeds the combination of the Banked Portion, if any, plus the LOC, plus the amount of any earned Incentive Fee from such Fiscal Year, Global shall not be responsible for the excess. F. If the third Contract Year results in an Improvement Shortfall, the City shall draw against the LOC provided by Global, in the amount of the shortfall, up to a maximum of $500,000. If there is a remaining shortfall, the City will draw against the earned Incentive Fee from such Fiscal Year, on a dollar for dollar basis, to cover such shortfall. In the event the Improvement Shortfall exceeds the combination of the LOC, plus the amount of any earned Incentive Fee from such Fiscal Year, Global shall not be responsible for the excess. G. In the Event that the City draws down against all or any portion of the L.O.C., Global shall immediately replenish the drawn against portion(s) and shall restore the L.O.C. to the full original required amount for the following Contract Year. 8.5 Prooertv Insurance. (a) The City shall, subject to Section 5.2 hereof, maintain its current property and hazard insurance covering the premises of each Facility and the City's personal property located thereon. In addition, the City shall, with respect to the losses covered by such property and hazard insurance ,waive any subrogation rights that it may have against Global, and its officers, employees and agents, whether or not the City self-insures for the losses covered by such insurance. Nothing in this Agreement is intended to require Global to maintain property and hazard insurance covering the premises at the Facilities or the City's personal property thereon. (b) The original or a certified copies of the policies referred to in Section 8.5(a) (with all required policy endorsements), plus certificates evidencing the existence thereof, shall be delivered to Global on or prior to the Commencement Date. Notwithstanding the provisions of Section 8.5(a), the parties hereto acknowledge that the above policies may contain exclusions from coverage which are reasonable and customary for policies of such type. Each such policy or certificate shall contain a valid provision or endorsement stating, "This policy will not be canceled or materially changed or altered without first giving thirty (30) days' written notice thereof to "Global Spectrum, L.P., Risk Management Director, 3601 South Broad Street, Philadelphia, PA, 19148, sent by certified mail, return receipt requested." (c) A renewal binder of coverage (or satisfactory evidence of such renewal) shall be delivered to Global at least twenty (20) days after a policy's expiration date, except for any policy expiring on the termination date of this Agreement or thereafter. 41 8.6 Certain Other Insurance. If any of the City Agreements consist of agreements with independent contractors to provide services at a Facility (or at the Facilities), in renewing any such City Agreement, the City Manager shall use reasonable efforts to cause such contractors to name Global as an additional insured under any insurance maintained by such contractors pursuant to the terms of such City Agreements and, in such event, to deliver to Global promptly after request therefore a certified copy of such policy and a certificate evidencing the existence thereof. In addition, if Global enters into any agreements during the Term of this Agreement with any independent contractors for the provision of services at a Facility (or at the Facilities), Global shall have the right to reasonably require such contractors to name Global (in addition to naming the City of Miami Beach, Florida) as an additional insured under any insurance required by Global thereunder and to deliver to Global, prior to the performance of such services, a certified copy of such policy, and a certificate evidencing the existence thereof. 9. Ownership of Assets. 9.1 Ownership. The ownership of buildings and real estate, technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property located at each Facility shall remain with the City. Ownership of and title to all intellectual property rights of whatsoever value, held in the City's name, shall remain in the name of the City. The ownership of consumable assets (such as office supplies and cleaning materials) purchased with Operating Revenues or City funds shall remain with the City, but such assets may be utilized and consumed by Global in its performance of services under this Agreement. The ownership of data processing programs and software owned by the City shall remain with the City, and the ownership of data processing programs and software owned by Global shall remain with Global. Global shall not take or use, for its own purposes, customer or exhibitor lists or similar materials developed by, or on behalf of, the City for the use of the Facilities, unless prior written consent is granted by the City Manager. Ownership of equipment, furnishings, materials, or fixtures not considered to be real property and other personal property purchased by Global with City funds for use at (and for) a Facility, shall vest in the City automatically and immediately upon purchase or acquisition. Any assets of the City including, without limitation, those described herein, shall not be pledged, liened, encumbered or otherwise alienated or assigned without the prior written consent of the City Manager, which consent, if give at all, shall be subject to the City Manager's sole discretion and judgment. 9.2 City Obligations. (a) Throughout the Term of this Agreement, the City will maintain full beneficial use and ownership of the Facilities and will pay, keep, observe and perform all payments, terms, covenants, conditions and obligations under any bonds, 42 debentures or other security agreements or contracts, relating to a respective Facility, to which the City may be bound. (b) The City shall provide Global with necessary office space at the Convention Center and such furniture, fixtures, and equipment as is available as of the Commencement Date in that Facility. (c) The City shall provide Global with unrestricted egress and ingress to each Facility and shall make available to Global, at no cost, parking spaces adjacent to the Convention Center, or located on City property in the immediate environs. 10. Assignment; Affiliates. 10.1 Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party hereto. For purposes of this subsection 10.1, the City's consent shall be defined as requiring the consent of the Mayor and City Commission. 10.2 Global Affiliates. (a) Transactions with Affiliates. In connection with its management responsibilities hereunder relating to the purchase and/or procurement of equipment, materials, supplies, inventories, and/or services for a Facility, Global shall have the right, but not the obligation, to purchase and/or procure from an Affiliate of Global. In the event Global purchases and/or procures from an Affiliate of Global, the City Manager's prior written approval must be obtained. In determining whether to grant his consent or not, the City Manager may, at a minimum, require that the prices charged for such goods and/or services shall be competitive with those obtainable from others providing comparable goods and/or rendering comparable goods and/or services. To ensure compliance in this respect, the City Manager may require Global to obtain at least two (2) other competitive bids from person other than Affiliates, whenever Global proposes to transact business with an Affiliate for the provision of goods and/or services hereunder. (b) Conflicts of Interest. The City acknowledges that Global manages other public assembly facilities which may, from time to time, be in competition with a Facility or the Facilities. The management of competing facilities will not, in and of itself, be deemed a conflict of interest or breach of Global's duties hereunder; provided, however, in all instances in which a Facility is in competition with other public assembly facilities managed by Global for the solicitation of certain events, Global shalt not involve its corporate or regional offices on behalf of any such other facility in an attempt to influence the decision-making process regarding the selection of a site by such events. 43 The primary purpose of this Agreement is for the management, operation, promotion and marketing of the Facilities. Global shall not- use and/or otherwise exploit the logo, trademark, identity, and overall "brand" of the Facilities and/or of the City of Miami Beach, without the prior written consent of the City Manager. This shall include, without limitation, the use of the Convention Center, Byron Carlyle, Colony, and/or any City logo, trademark, identity, and/or "brand," in business ventures and/or other related opportunities, whether with Global Affiliates or with existing (or future) joint venturers, partners, contractors, and/or agents. (c) Messe Schweiz (M.S.) Participation and Obligations. 1. Key-Man clause. M.S.'s active participation (as defined in paragraph 5 below) shall be required throughout Term. Global shall have a written agreement with M.S., securing M.S.'s active participation in this Agreement throughout the Term hereof, with a fully executed copy of such agreement to be provided to the City Manager within 30 days from the date this Agreement is executed by the parties. In the event that M.S. ceases to be an active participant, the City may terminate the Agreement. 2. Art Basel Miami Beach (ABMB). During the initial Term of the Agreement, M.S. shall execute and deliver to City the standard City lease agreement for use of the Convention Center for Art -Basel Miami Beach (ABMB) in 2009, 2010, and 2011; said execution to be on or before the date which is 30 days from the date this Agreement is executed by the parties, and secured with the applicable deposit. 3. Obligation to book and actualize other shows or events at Convention Center. (a) For purposes of this Section 10.2(c), "show or event" shall be defined as: Occupying one or more exhibit halls; or occupying least 57,000 square feet of meeting room space; or a show or event that requires a minimum of three (3) nights with 1500 hotel rooms occupied on the peak night in Miami-Dade County. (b) A show or event will only be considered (and counted as) "booked" upon the City Manager receipt and approval of a fully executed contract (in the City's standard form Convention Center lease agreement), secured with the applicable deposit. (c) A show or event will only be considered (and counted as) "actualized" when it has actually occurred. (d) A show or event will be considered (and counted) as all uses which involve a scheduled beginning and ending time, typically within the same day. With respect to multiple day shows 44 or events, (a "Run"), each Run shall be considered only as a single show or event. (e) Within initial Term, M.S. shall, subject to existing booking policies and commercial viability: (1) Use best efforts to book and actualize, also during initial Term, one (1) M.S. owned show or event . M.S. to demonstrate evidence of best efforts utilized to book/actualize show or event. (2) Use best efforts to book, within the initial Term, and actualize, which can occur after the initial Term, one (1) (non-M.S. owned) international show or event. M.S. to demonstrate evidence of best efforts utilized to book/actualize show or event. 4. Penalty provisions if M.S. does not timely comply with obligations in paragraphs (2) and (3) above: (a) At City's sole option, City may exercise default provisions under this Agreement; and/or (b) Notwithstanding M.S.'s best efforts pursuant to subsection 10.2(c)(3)(e)(1) and (2), exercise its remedies under subsection 8.4(b)(2) hereof. (c) Additionally, if M.S. complies with the requirement to execute and deliver the Convention Center lease for ABMB in 2009, 2010, and 2011 but, at any time thereafter, is in default under said lease, then the City may also .declare this Agreement in default and may proceed to terminate the Agreement, pursuant to Section 12 hereof. 5. M.S. required to actively participate in Agreement. "Active participation" shall be defined as and, at a minimum, shall include: a) Participation by M.S. senior management staff on Convention Center Executive Management Committee. City Manager and another City designee shall also serve on Executive Management Committee. Such Committee shall meet regularly, but no less than four (4) times a year; b) Participation by M.S. and Art Basel/ABMB staff on a Convention Center user group; c) Establishment by M.S. of a European sales office and MS. staff person to market/promote/sell Convention Center, with such office to be established within thirty (30) days of the date this Agreement is executed by the parties, and continuously open and operated throughout Term; 45 d) Provide assistance to Global in the development of customer service, employee training, and sales and marketing programs; and e) Development of an international marketing plan for the Convention Center. Such international marketing shall be submitted to the City Manager on or before January 1, 2009. fl M.S. shall be responsible for its air fare and any other travel costs for travel to Miami Beach related to its participation in this Agreement, as set forth herein, and any and all such costs shall not be considered as Operating Expenses. 6. City shall have principal oversight, supervision, and control over certain M.S. activities at the Facilities as follows: (a) City shall have primary and final oversight/review/approval of any proposed business terms, including without limitation, Convention Center (and/or any of the other Facilities) lease terms and/or any and all other incentives and/or City proposals, commitments, initiations, etc., related to ABMB. (b) Same provisions in subsection (a) above would apply to new M.S. owned shows or events and/or any shows or events (including international shows) brought to the City by M.S. (c) M.S. shall be required to submit any proposed business and/or other terms for proposed M.S. owned and/or new (including international) shows or events to City Manager, for his prior approval of said business and other terms, rior to any such deal being made (provided City Manager shall not veto any shows or events based on show/event content or theme, and that City Manager review is limited to business terms). 7. No City Compensation to M S.: It is understood the City is not entering into an Agreement with M.S. All compensation to M.S. (if any) shall be made by Global from the Management Fee. MS is not entitled to sales commissions. 11. Laws and Permits. 11.1 Permits, Licenses, Taxes and Liens. Global shall be solely responsible for procuring any permits and licenses required for the business to be conducted by it hereunder. The City shall reasonably cooperate with Global in applying for such permits and licenses. Global shall deliver copies of all such permits and licenses to the City Manager. Global shall promptly pay, out of the accounts specified in Section 5.6 hereof, all taxes, excises, license fees and permit fees of whatever nature arising from its operation, management, maintenance, 46 promotion and marketing of the Facilities. Global shall not let any mechanic's or materialman's or any other lien become attached to any premises or improvements at a Facility, or any part or parcel thereof, by reason of any work or labor performed or materials furnished by any mechanic or materialman, so long as the work, labor or material was provided at Global's direction and the City has supplied funds for the payment of charges therefore in accordance with this Agreement. 11.2 Governmental Compliance. Global, shall comply with all federal, State, Miami-Dade County and City regulations, ordinances, statutes, rules, laws and constitutional provisions (collectively, Laws) applicable to Global's management of the Facilities hereunder, including, without limitation, Title III of the ADA and the provision of such auxiliary aids or alternate services as may be required by the ADA. Nothing in this Section 11.2 or elsewhere in this Agreement shall, however, require Global to undertake any ADA compliance activity, nor shall Global have any liability under this Agreement therefore, if (a) such activity requires any Capital Improvements or Capital Equipment purchases, unless the City provides funds for same pursuant to Section 5.8 hereof, or (b) any City Agreement for use, occupancy, rental, and/or lease of a Facility fails to require lessee, tenant, promoter or user (collectively, a "user") of the Facility to comply, and to be financially responsible for compliance, with Title III of the ADA, in connection with any activities of user at that Facility. Furthermore, Global shall have the right to require any user of a Facility to comply, and to be financially responsible for compliance, with Title III of the ADA in connection with any activities of such user at that Facility. 11.3 No Discrimination in Employment. In connection with the performance of work/services under this Agreement, Global shall not refuse to hire, discharge, refuse to promote, demote, or discriminate in matters of compensation against, any person otherwise qualified, solely because of race, color, religion, gender, age, national origin, military status, sexual orientation, marital status, or physical or mental disability. 11.4 Living Wage. This Agreement is subject to, and Global shall be required to comply throughout the Term hereof with, the provisions of the City's Living Wage requirements, as codified in Sections 2-407 through 2-410 of the City Code (as same may be amended from time to time). 11.5 Equal Benefits for Domestic Partners. This Agreement is subject to, and Global shall be required to comply throughout the Term hereof with, the requirements of Section 2-373 of the City Code entitled, "Requirement for city contractors to provide equal benefits for domestic 47 partners" (as same may be amended from time to time). The Agreement is deemed to be a "covered contract," as defined in Section 2-373(a)(6) of the City Code, and shall require Global to provide its employees working pursuant to this Agreement (whether working within the City of Miami Beach city limits, or within the United States, but outside the City limits, if such employees are directly performing work pursuant to this Agreement) "Equal Benefits" (as defined in Section 2-373(a)(8) of the City Code) to its employees with spouses and its employees with "domestic partners° (as defined in Section 2-373(a)(7) of the City Code). Failure by Global to comply with the requirements of Section 2-373 of the City Code (as same may be amended from time to time) shall be deemed to be a material breach of this Agreement which may result in termination of the Agreement, with all monies due or to become due under the Agreement to be returned by the City. The City may also pursue any and all remedies at law or in equity for such breach. Failure to comply with Section 2-373 may also subject Global to debarment, in accordance with the procedures provided in Sections 2- 397 through 2-406 of the City Code. 12. Termination. 12.1 Termination Upon Default. Either party may terminate this Agreement upon a default by the other party hereunder. A party shall be in default hereunder if (i) such party fails to pay any sum payable hereunder within thirty (30) days after same is due and payable, or (ii) such party fails in any material respect to perform or comply with any of the other terms, covenants, agreements or conditions hereof and such failure continues for more than sixty (60) days after written notice thereof from the other party. In the event that a default (other than a default in the payment of money) is not reasonably susceptible to being cured within the sixty (60) day period, the defaulting party shall not be considered in default if it shall, within such sixty (60) day period, have commenced with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence in the curing of such default; provided, however, that in no event shall a cure period pursuant to this Section 12.1 exceed a maximum total of 120 days after the initial notice of default therefore. 12.2 Termination Other than Upon Default. (a) Global shall have the right to terminate this Agreement upon sixty (60) days written notice to the City (i) under the circumstances described in Sections 5.2, 5.3 or 5.5 hereof, or (ii) if the City fails to make Capital Improvements or Capital Equipment purchases at a Facility or to correct any condition at a Facility noted by Global pursuant to Section 2.3(u) hereof, to the extent that such condition materially interferes with, impedes or impairs the ability of Global to manage that Facility effectively. (b) Either party shall have the right to terminate this Agreement under the circumstances specified in Section 13.5(c) hereof. 48 (c) Partial Termination for Convenience by City. In addition to the rights and options to terminate pursuant to Sections 12.1 and 12.2 (a) and (b) hereof, or any other provision in this Agreement, the City reserves and retains the right, at its sole option and discretion, to terminate this Agreement, in part, without cause and without penalty, with regard to Global's rights and responsibilities with respect to the operation, management, maintenance, promotion and marketing of the Colony and/or the Byron Carlyle, said partial termination to become effective upon sixty (60) days prior written notice to Global. In the event of a partial termination pursuant to this subsection (c), the Management Fee shall be adjusted to reflect such reduction pursuant to the allocation set forth in Section 4.1(b) (excluding the portion of the Fee allocated for the Facility [or Facilities] being terminated), and this Agreement shall remain in full force and effect with respect to the remaining Facility(ies). 12.3 Effect of Termination. In the event this Agreement expires or is terminated: (i) all Operating Expenses incurred or committed for prior to the date of expiration or termination shall be paid using funds on deposit in the account(s) described in Sections 5.6 and 5.7 hereof and, to the extent such funds are not sufficient, the City shall pay all such Operating Expenses; and (ii) the City shall promptly pay Global all fees earned to the date of expiration or termination (the fees described in Section 4 hereof being subject to proration), provided that the City shall be entitled to offset against such unpaid fees any damages directly incurred by the City in remedying any default by Global hereunder which resulted in such termination (other than the fees or expenses of any replacement manager for the Facilities); and provided further that, in the event of termination or expiration of the Agreement prior to completion of the initial Term ,and where such termination or expiration is not caused by a default of the City or a Force Majeure, the City shall also be entitled to offset against such unpaid fees any costs incurred by the City to relocate Global employees to the Facility to perform under this Agreement, subject to proration based on the number of days such employees worked at the Facility out of 1,095. Upon the expiration of this Agreement or a termination pursuant to Section 12.1 or 12.2 hereof, all further obligations of the parties hereunder shall terminate except for the obligations in this Section 12.3 and in Sections 8.1 and 12.4 hereof. 12.4 Surrender of Premises. Upon termination of this Agreement (termination shall, for all purposes in this Agreement, include termination pursuant to the terms of this Section 12 and any expiration during the Term hereof), Global shall surrender and vacate the Facilities upon the effective date of such termination. The Facilities, and all furnishings, fixtures, and equipment thereon, shall be returned to the City in good repair, reasonable wear and tear excepted All reports, records (including financial records), and any and all other documents maintained by Global relating to this Agreement, other than materials containing Global's proprietary information, shall be immediately surrendered to the City by Global upon termination. 49 13. Miscellaneous. 13.1 Citv Use of a Facility/Facilities. (a) The City shall have the right to use each Facility, or any part thereof, upon reasonable advance notice and subject to availability, for such public uses including, without limitation, meetings, seminars, training classes, or such other public uses, as may be determined by the City Manager, free of charge, except that direct out- of-pocket expenses incurred in connection with such use(s) shall be paid by the City. (b) The City shall not schedule use of a Facility pursuant to subsection (a) above if such use will conflict with paying events booked by Global. (c) Notwithstanding subsections (a) and (b) above, Global acknowledges that the Convention Center is a high visibility City-owned building. In the case of any type of emergency situation or natural disaster, including, without limitation, a hurricane or other extreme weather event, the City Manager may determine that the City's use of the Facility is necessary to protect the health, safety, and welfare of the residents and visitors of the City. Upon that determination (which determination shall be within the sole authority of the City Manager and shall be based upon the best information and knowledge regarding the particular emergency that the City Manager has available to him at the time of making such determination), and upon verbal or written notice to the general manager, Global shall promptly cede use of the Convention Center, or any portion thereof, for City use, free of charge (except that direct out-of- pocket expenses incurred in connection with such use shall be paid by the City), during the pendency of the emergency event and/or natural disaster (including, without limitation, the time period(s) immediately preceding and following the actual occurrence of such event). 13.2 Venue/Vllaiver of Jurv Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principals of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND GLOBAL EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 13.3 Relationship of Parties. Nothing herein contained is intended or shall be construed in any way as creating a partnership, joint venture, employee, or similar relationship between the City 50 and Global. In operating the Facilities, entering into Facilities contracts, accepting reservations, and conducting financial transactions for the Facilities, Global acts on behalf of and as agent for City (but subject to the limitations on Global's authority as set out in this Agreement) with the fiduciary duties required of one acting in such capacity. Global shall have exclusive control of and the exclusive right to manage and operate the Facility pursuant to this Agreement and shall be solely responsible for the acts and omissions of its officers, agents, and employees. No person performing any of the work or services described hereunder shall be considered an officer, servant or employee of the City, nor shall any such person be entitled _to any benefits available or granted to employees of the City. 13.4 Written Amendments. This Agreement shall not be altered, mod~ed or amended in whole or in part, except in writing executed by each of the parties hereto. 13.5 Force Majeure. (a) No party will be liable or responsible to the other party for any delay, damage, loss, failure, or inability to perform caused by "Force Majeure" if notice is provided to the other party within ten (10) days of the date on which such party gains actual knowledge of the event of "Force Majeure" that such party is unable to perform. The term "Force Majeure," as used in this Agreement, means the following: an act of God, strike, war, public rioting, lightning, fire, storm, flood, explosions, epidemics, landslides, lightening storms, earthquakes, floods, storms, washouts, civil disturbances, explosions, and any other cause (whether of the kinds specifically enumerated above or otherwise) which is not reasonably within the control of the party whose performance is to be excused and which by the exercise of due diligence could not be reasonably prevented or overcome (it being acknowledged that under no circumstances shall a failure to pay amounts due and payable hereunder be excusable due to a Force Majeure). (b) _ Neither party hereto shall be under any obligation to supply any service or services if and to the extent and during any period that the supplying of any such service or services or the provision of any component necessary therefore shall be prohibited or rationed by any Law. (c) In the event of damage to or destruction of a Facility or of the Facilities by reason of fire, storm or other casualty or occurrence of any nature or any regulatory action or requirements that, in either case, is expected to render the Facility or Facilities materially untenantable, for a period of at least one hundred eighty (180) days from the happening of the fire, other casualty or any other such event, either party may terminate this Agreement upon written notice to the other; provided, however, if the damage or destruction does not render the Convention Center materially untenantable for such period of time, either party may terminate this Agreement solely with respect to 51 the other Facility(ies) rendered untenantable, and this Agreement shall continue in effect with respect to the Convention Center and any other Facility not so affected, provided that the Management Fee shall be adjusted to reflect such reduction pursuant to the allocation set forth in Section 4.1(b) (excluding the portion of the Fee allocated for the Facility [or Facilities] being terminated). (d) Global may suspend performance required under this Agreement, without any further liability, in the event of any act of God or other occurrence, which act or occurrence is of such effect and duration as to effectively curtail the use of a Facility or of the Facilities so as to effect a substantial reduction in the need for the services provided by Global for a period in excess of 180 days; provided, however, that for the purposes of this subsection, Global shall have the right to suspend performance retroactively effective as of the date of the use of a Facility or of the Facilities was effectively curtailed. "Substantial reduction in the need for these services provided by Global" shall mean such a reduction as shall make the provision of any services by Global economically impractical. No payment of the Management Fee otherwise due and payable to Global shall be made by the City during the period of suspension. In lieu thereof, the City and Global may agree to a reduced Management Fee payment for the period of reduction in services required. 13.6 Binding Upon Successors and Assigns; No Third-Party Beneficiaries. (a) This Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective successors and permitted assigns. (b) This Agreement shall not be construed as giving any person, other than the parties hereto and their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any of the provisions herein contained, this Agreement and all provisions and conditions hereof being intended to be, and being, for the sole and exclusive benefit of such parties and their successors and permitted assigns and for the benefit of no other person or entity. 13.7 Notices. Any notice, consent or other communication given pursuant to this Agreement will be in writing and will be effective either (a) when delivered personally to the party for whom intended, (b) on the second business day following mailing by an overnight courier service that is generally recognized as reliable, (c) on the fifth day following mailing by certified or registered mail, return receipt requested, postage prepaid, or (d) on the date transmitted by telecopy as shown on the telecopy confirmation therefore as long as such telecopy transmission is followed by mailing of such notice by certified or registered mail, return receipt requested, postage prepaid, in any case addressed to such party as set forth below or as a party may designate by written notice given to the other party in accordance herewith. 52 To the City: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attn: Jorge Gonzalez, City Manager Telecopy: AND City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attn: Hilda Fernandez, Assistant City Manager Telecopy: AND City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida Attn: Max Sklar, Tourism & Cultural Director Telecopy: To Global: Global Spectrum, L. P. 3601 S. Broad Street Philadelphia, PA 19148 Attn: Chief Operating Officer Telecopy: 215-389-5424 AND Comcast Spectacor, LP 3601 S. Broad Street Philadelphia, PA 19147 Attn: General Counsel Telecopy: 215-389-9461 13.8 Section Headings and Defined Terms. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement. The terms defined herein and in any agreement executed in connection herewith include the 53 plural as well as the singular and the singular as well as the plural, and the use of masculine pronouns shall include the feminine and neuter. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented or the terms thereof waived or modified in accordance herewith and therewith. The parties to this Agreement have all participated fully in the negotiation and preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 13.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute but one and the same agreement. 13.10 Severability. The invalidity or unenforceability of any particular provision, or part of any provision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted. 13.11 Non-Waiver. A failure by either party to take any action with respect to any default or violation by the other of any of the terms, covenants, or conditions of this Agreement shall not in any respect limit, prejudice, diminish, or constitute a waiver of any rights of such party to act with respect to any prior, contemporaneous, or subsequent violation or default or with respect to any continuation or repetition of the original violation or default. 13.12 Certain Representations and Warranties. (a) The City represents, warrants, and covenants to Global the following: (i) all required approvals have been obtained, and the City has full legal right, power and authority to enter into and perform its obligations hereunder; and (ii) this Agreement has been duly executed and delivered by the City and constitutes a valid and binding obligation of the City, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. (b) Global represents and warrants to the City the following: (i) all required approvals have been obtained, and Global has full legal right, power and authority to enter into and perform its obligations hereunder, and (ii) this Agreement has been duly executed and delivered by Global and constitutes a valid and binding obligation of Global, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. 54 13.13 Approvals. Whenever any matter set forth herein is made subject to the approval of the City or Global, the approval shall be expressed in writing and the City or Global (as applicable) shall not unreasonably withhold, delay or condition any such approval. 13.14 Entire Agreement. This Agreement and the Exhibits attached hereto contain the entire agreement between the parties with respect to the subject matter hereof.. Any oral representations or modifications concerning this Agreement shall be of no force and effect. This document, entitled "Management Agreement between the City of Miami Beach, Florida and Global Spectrum, L.P. for the Miami Beach Convention Center, Colony Theatre and Byron Carlyle Theater" (the "Agreement"); Global's proposal in response to the City's RFP (as hereafter defined), dated April 11, 2008 (the "Proposal"); as well as the City's Request For Proposals No. 28-07/08 for Management and Operation of the Miami Beach Convention Center, Colony Theatre and Byron Carlyle Theater and all addendum thereto (collectively the "RFP") are hereby incorporated into this Agreement and by this reference made a part hereof. In the event of a conflict or variance between any of the documents comprising this Agreement, such conflicts or variations and any interpretations shall be resolved by giving precedence in the following order: (1) this Agreement, (2) the Proposal, and (3) the RFP. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 55 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written. ATTEST: CITY OF MIAMI BEACH, FLORIDA ` - ey: GLOBAL SPECTRUM, L.P. ATTEST: By: ~~ Name: J u~ /71~ A- Pi 2 ~r.~c rr Title: 6~G~c ~' ~,,n~J,~bc~C- By:_ Name: Title: D4~k, SDCe~rMdl~ ~•,14~ ~C~ ~w+~c~ APPROVED AS TO FORM ~ LANGUAGE ~ FOR ELUTION ~ ~ i 9 D,~' ~ to 56 EXHIBIT "A" CITY AGREEMENTS None EXHIBIT "B" CONVENTION CENTER BOOKING POLICIES MIAMI BEACH CONVENTION CENTER MIAMI BEACH, FLORIDA BOOHING POLICIES L STATEMENT OF PURPOSE: The Miami Beach Convention Center (the "N1BCC" or the "Center's is a national and internationai convention, tradeshow, and multi-purpose facility owned by the City of Miami Beach. The MBCC was enlarged and remodeled in part with Convention Development Tax proceeds with the primary objective of promoting and facilitating events and activities which have a significant impact in terms of Convention Development Tax generated. Tn addition, the MBCC was developed with a secondary objective ofproviding 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 MBCC serves. When booking the MBCC, consideration shall be given by both the Bureau and the Convention Center management to the following factors: a) Significant impact in terms of Convention Development Tax generated; b) Total number of hotel rooms required; c) Projected revenue to the MBCC both in terms of direct space rental revenue, as well as projected revenue from concessions and other building services; d) Time of year; e) Potential for repeat booking; and fl Previous history and experience of the potential user with respect to use of similaz facilities. II. 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, trade shows, cultural shows, corporate meetings and similaz activities which are not open only to the general public, and have a significant impact in terms of Convention Development Tax generated. In order to be considered for a First Priority designation, an event shall: - require in excess of 115,000 gross square feet of exhibit space contracted in the MBCC; .. AND EITHER - - require a minimum of three nights with 1500 hotel rooms occupied on the peak night in Miami-Dade County OR be a long standing show, defined as one which has a minimum of 20 consecutive yeazs usage in MBCC under the same ownership, is in good standing, which includes being current on all prior debts, and has paid all contractual obligations in a timely fashion to the facility. If the show has multiple events in MBCC in a calendaz year, the first priority designation applies to only one of the show events in the calendar year. Convention Development Tax impact and hotel room counts are based on prior history of the event and are subject to verification by {l) the Bureau; or (2) at user's expense, a qualified independent surveyor pre-approved by the Convention Center Advisory Board, provided that such surveyor's results shall be subject to review and approval by the Convention Center Advisory Board. In order to be considered for First Priority designation, an event shall have demonstrated the hotel room count history during presentation of the identical event either inMiami-Dade County or, in the case of events which move from city to city on a rotational basis or are relocating from another location, the hotel room count history of the identical event shall be verified by the Bureau using generally accepted industry standards, (i.e., }ACVB Cinet system or other) for such history verification. Within the First Priority category, the Bureau will give preference to the event with the most significant impact in terms of Convention Development Tax generated. For purposes of conflict resolution ,events having attained First Priority designation through the hotel peak room night verification process shall have precedence over those events having attained First Priority designation through the 20 year process. In the event that First Priority Event status is granted, based in part upon the hotel room on peak night requirement as set forth above, the Convention Center Advisory Board shall require recertification of said hotel room requirement from First Priority Events every five (5) years from the most recent date of certification. In the instance that an event interrupts its regular scheduling, defined as failing to take place within six (~ months of its next anticipated presentation, First Priority status may be revoked. B. Second Priority Events: Second priority for scheduling facilities and dates in the MBCC is available to consumer or public exhibitions, tra.deshows (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 general public and/or local regional attendees and participants. Within the Second Priority category, the MBCC will give preference to recurring public shows and tradeshows held on an annual basis with a proven record of success at the MBCC, which have produced significant revenue to the MBCC, and have a significant impact in terms of Convention Development Tax generated (Convention Development Tax impact data shall be provided by the user). The MBCC may offer alternate dates in a given year which may result in termination of other Second Priority scheduling reservations. The foregoing criteria may also be used by the MBCC to reschedule or select between Second Priority Events in the case where a scheduling reservation for a First Priority Event impacts tentative scheduling reservations for two or more Second Priority Events. C. Discretion: Subject to the priorities set forth above, the General Manager may exercise his discretion as to the issuance, modification, or termination of scheduling reservations. 2 III. BOOIQNG PROCEDURES Reservations more than twenty-four (24) months before an event are normally handled through the Greater Miami Convention and Visitors Bureau (the `Bureau', subjectto approval ofthe MBCC, and are subject to the guidelines of Section II herein. Facility and space scheduling commitments for First Priority Events may be made as far in advance as is necessary or appropriate and may supersede 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 General Manager of the MBCC (the "General Manager"). Tentative facility and date scheduling reservations for Second Priority Events 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 General Manager, 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 the party holding the reservation, be issued twenty-four (24) months prior 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 the Lessee's event, the Lessee shall agree to use its best efforts to move its event a few days either way in order to accommodate the First Priority Event. Facilities and dates will be tentatively 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. Facilities and dates reserved on First Option are reserved tentatively, but a conflicting commitment for the facilities and dates generally will not be made in favor of a second requesting party withiri the same scheduling priority 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 superseded by a First Priority Event, unless a lease agreement has been previously executed. At the discretion of the General Manager, 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 any time that the General Manager has a good faith request in writing from another First Priority Event for the same dates. Facilities and dates reserved on a Second Option basis will be reserved tentatively, and the absence of a valid First Option hold for the same space and time shall not guarantee the elevation of a Second Option hold to a First Option hold. Facilities and dates aze considered as confirmed or under contractual commitment only upon execution of a MBCC Lease Agreement by the event sponsor and the City of Miami Beach specifying all details of the coirirnitment. However, facilities and dates may be held as "firm" upon receipt of a letter of confirmation signed by both the event sponsor and the General Manager, pending the preparation, negotiation, and execution of a Lease Agreement. )n the event such a letter of confirmation is signed 3 by both the sponsor and the General Manager, no conflicting scheduling will be made during a reasonable period~to preparation, negotiation, and execution of a Lease Agreement. IV. PROTECTION CLAUSE: A Protection Clause shall, upon the recommendations of the Convention Center Advisory Board, the General Manager, and subject to the approval of the City Manager, be granted to recurring local, regional, and international public and tradeshows with a proven record of success, defined herein as the successful completion of at least two consecutive shows in two years, which have produced significant revenue to the MBCC. If granted, such Protection Clause will be included in the Lease Agreement and, thereafter re-reviewed every three (3) years by the Convention Center Advisory Board and the General Manager, and subject to the approval of the City Manager, in future Lease Agreements. Notwithstanding the foregoing, the granting of a Protection Clause in a Lease Agreement shall not vest any right (s) or reliance on the part of the Lessee as to the granting of said Clause in subsequent or future Lease Agreements, but shall at all times be subject to the review and approval procedures set forth here: l:n consideration for the continuation of a Date Protection clause inclusion in subsequent lease agreements, the Convention Center Advisory Board recommendation and City Manager approval shall consider the fallowing criteria: - Required usage of at least 115,000 gross square feet of exhibit space - Event history and trending of total revenue to the MBCC - Event history and trending of net square footage utilized in the MBCC - Event history and trending of attendance in the MBCC - Timeliness and adherence to payment terms at the MBCC - Continuous scheduled presentation of the event at the MBCC - Compliance by lessee with MBCC building operating policies and procedures 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 agreement between the Lessee and the General Manager, but a minimum of fifteen (15) days shall be required on each side of the event. Upon the recommendation of the Convention Center Advisory Boazd, a Protection Clause in excess of sixty (60) days maybe granted for highly competitive events with highly significant revenue to the MBCC. In the instance that an event interrupts its regular scheduling, defined as failing to take place within six (~ months of its next anticipated presentation, its Date Protection status may be revoked. 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 same event showing/selling 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. The determination of whether or not an event is a "Competing Event" shall be solely within the 4 discretion of the General Manager, and shall be based upon the product lines in the proposed event's prior shows. V. DEPOSIT SCHEDULES: Deposits are required for all activities upon execution of a formal MBCC Lease Agreement. A. First Priority Events: A deposit in the amount of one day's minimum guaranteed rental per hall, or such other deposit as the General Manager may authorize, is required upon execution of the Lease Agreement For events leased several years or more in advance, special arrangements may be negotiated, at the 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. B. Second Priority Events: A minimum deposit will be required upon execution of the 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 sponsorships, 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 Agreement. VI. VARIANCE FROM POLICY: Events and circumstances not covered in the above scheduling policies may be subject to special conditions, and as deemed appropriate by the City Manager. No variance from the Center's policies, as represented in the above terms, may be made without first being submitted to the General Manager and CCAB for consideration, but shall be subject to final consideration and approval of the City Manager. REV. 120789, 060890, 070892, 060398, 051299, 070799, 051601 S RESOLUTION NO. 200i-24394 A RESOLUTION OF THE MAYOR AND CITY COMI1l~SION OF TEE CITY OF MiA14II BEACH, FLORIDA, ACCEPT@TG THE ADMINISTRATION'S RECOMMENDATIO AS SET FORTS YN THI$ RESOLUTI011i, AND - -- . ~1~$BIQhTy-~fiAl ~. • OF=: -.F1ElitQT • *ii','`l'US, DIS itrEli~NK~ TSB B, AIIiL1 FOR11/rllB; AU'i'iAT~g1~'1`~!'~'ION TO RETA'[N k OOT18tiLTANT AND O~ A ML~SODOLOG'Y FOR VE$i~SAT1tO1Af OF HOTBL ROOM•~ iBY~OPff'~LNTION" EV~IIfi1B•~i~1G FIRST PiRlOlttTY STATUS AT THE C011IVENTION WHEREAS, at its i+egalar meodng otz Aptrl 27, 2t~0, the I1Hsau Beach Com-attion Cantos Advisory Board {CCAH) ima~usly approved a motion to review the Hooking Policy of the IMiami Beach Comrettiion Csuter (11U3CC) with rzgat+d to the granting of First Priority States to events at MBCC; and WSEREAB, the Admiaiatratian wishes to further clarify the deFuniti~t of Fast Priority events, as well as the mechami~ by which Ducats are verified as First Priority; and WID;REAS, the Administration, 5MG, and the City's Attorneys ~ ~ yo discuss the proposed changes to the Booking Policy; accordingly, the Admiaistralion herein rxommettds the following revisions and that same, if approved. be incasporated as en amendm~t to the MBCC Booking Policy. 1. The Policy further clatiSes that; is older to be considered for Fiat Priority status, an event must have a dmnonstrated hiatocy, and that additional shows developed and patterned after established shown would not be eligible until swch hotel usage history for the additional show is demonstrated; . 2. The Policy clarif es proeodenee with regard to wnflicta between room night verifiai First Priority events and 20-year hietcsy (i.e. Long-standing) First Priority events; 3. The Policy addressee instances where events which intarugt their regular presentation schedule may have First Priority states end%r Date Prateation rovoked; 4. Discretion clauses readerrt in individual aoctiona Dave beat consolidated into a single, stand-aloe section, iah+nducing applicability of diaerotion which provide for variances to any or all of the entire Policy for special circ~anatan,acs; 5. A stparate addition to the First Priority verification packet,' distributed to events wishing to achieve such designation, which describes in further detail rho rognir+od verification of hotel room usage for both GMCVB-verified aveats and those verified by an independart auditor, b. Events and not oovened is the ~poliaes oontaaied within the Booking Policy may be anbjed to special conditions, as deemed apprvprisbe by the City Manager. IaTo variance fi+om the Cantor's policies, as reperaented in the terms contained witlrin the Booking ~~y, ~y be matte withatrt first being wed to the Gaieral Menages and CCAB for ooasidaatiott, but ahaU be subject to 5nai eorrsideration and apps+avai by the City Manager; and VV1E>EREAB, in addition to tkte above zrld to the M13CC Baokiag Policy the Administration aronld also ra~mnend nti a cansnltmt for tkm dov~elopment of a wtetk-odalogy for veriS~ation of hotel room nigltts utilized bynon-cvav~rtierr events; and V1-~REAB, stress aveate normally do not resents krotek rooms tlsnaugh tha Greater IViiami Coavantian sad Yisitaas Hur+eau or a travel agent, tluarofbre pr+esesrtiag a challenge to the event in doarrnenting qualification to~vatd'~'nst Priority" status. NOW, TSEItEF01ltE, BE IT DULY RESOLVED ksl' TSE 11~IAYOR AND CITY CONII~IISSION OF Tli~ CITY OF 1MIIA1biI BEACH, k~'LOl!gIDA, that the Mayor and City Commission herein appr+ave $a A~mini~ion's mco~aa~tiona, as cot foarth is this Resolution, with regard to as Amendment tD the Boolvag Policy for the 14Iiami Beach Convartion Cents;; said Aarendmant claQifyit~gdesignation of First Priority status, discredion eoncermng the shave, and nos substantive form revisions; and further authorizing the Ad~iaietrarion to retain a Consaitant and develop a methodology for verificatieat of hotel zoom nights by `~iwn-coavcati~on" evea~ta seeking First Priority status at the Convention Caster: PASSED sad ADOPTED this 1.6th day ofApati, 2001. . ATTEST: a 1viAxoR t~`~C,dr~-- CItTY CLkB:RK RBORIyIiLANOW1t~i1E B1M011D1 -4~ F:~caaaxw+u~-csa. TABLE OF CONTENTS 1. DEFINITIONS .......................................................................................................................1 2. ENGAGEMENT OF GLOBAL; SCOPE OF SERVICES ...............................................6 2.1 ENGAGEMENT ......................................................................................................6 2.2 SCOPE OF SERVICES ............................................................................................6 2.3 SPECIFIC $ERVICES .............................................................................................7 . . 2.4 intentionally Omitted .....................................................................................14 2.5 RIGHT OF ENTRY RESERVED ...............................................................................14 3. TERM AND RENEWAL TERM ........................................................................................14 4. GLOBAL'S COMPENSATION ........................................................................................15 4.1 MANAGEMENT FEE ............................................................................................15 4.2 EXECUTIVE COMPENSATION ....................~..........................................................15 4.3 INCENTIVE FEE ..................................................................................................16 4.4 LIMITATION . .....................................................................................................22 5. FUNDING; BUDGETS; BANK ACCOUNTS ................................................................23 5.1 OPERATING FUNDS ............................................................................................23 5.2 NON-FUNDING ...................................................................................................23 5.3 ANNUAL BUDGET; CASH FLOW BUDGET .............................................................24 5.4 BUDGET MODIFICATIONS INITIATED BY GLOBAL ...................................................25 5.5 BUDGET MODIFICATIONS INITIATED BY THE CITY ..................................................25 5.6 RECEIPTS AND DISBURSEMENTS .........................................................................26 5.7 TICKET SALES REVENUES ..................................................................................26 5.8 CAPITAL IMPROVEMENTS; CAPITAL EQUIPMENT ...................................................27 5.9 LIMITATION OF GLOBAL LIABILITY ....................................................................27 5.10 GLOBAL CAPITAL CONTRIBUTION/SCHOLARSHIP CONTRIBUTION/PUBLIC BENEFITS/GREEN INITIATIVES .............................................................................28 6. RECORDS, AUDITS AND REPORTS ...........................................................................30 6.1 RECORDS AND AUDITS .......................................................................................30 6.2 ANNUAL MANAGEMENT PLAN .............................................................................31 6.3 REPORTS ........................................................................ ..........................31 ........ 6.4 FIVE YEAR MARKETING/PROMOTION PLAN ............... , , ..32 .............................. 6.5 SPECIAL REPORTS ....................... ....... ..... ...........................................34 7. EMPLOYEES ........................................................................... .........34 .................................. 7.1 GLOBAL EMPLOYEES .........................................................................................34 8. INDEMNIFICATION AND INSURANCE .................................................................35 8.1 INDEMNIFICATION ...............................................................................................35 8.2 LIABILITY INSURANCE .........................................................................................36 8.3 WORKERS COMPENSATION INSURANCE ...............................................................37 8.4 Crime Insurance AND PERFORMANCE GUARANTEES .........................................37 8.5 PROPERTY INSURANCE .......................................................................................41 .6 CERTAIN OTHER INSURANCE ..............................................................................41 9. OWNERSHIP OF ASSETS ..............................................................................................42 9.1 OWNERSHIP ......................................................................................................42 9.2 CITY OBLIGATIONS ............................................................................................42 10. ASSIGNMENT; AFFILIATES ......................................................................................43 10.1 ASSIGNMENT ..........................................._..........................................................43 10.2 GLOBAL AFFILIATES. .........................................................................................43 11. LAWS AND PERMITS ..................................................................................................46 11.1 11.2 11.3 PERMITS, LICENSES, TAXES AND LIENS ...............................................................46 GOVERNMENTAL COMPLIANCE ...........................................................................47 NO DISCRIMINATION IN EMPLOYMENT ..................................................................47 11.4 11.5 LIVING WAGE ....................................................................................47 EQUAL BENEFITS FOR DOMESTIC PARTNERS ..............................................47 12. TERMINATION ........................................................................................... ....................48 12.1 TERMINATION UPON DEFAULT .......................................................... ..................48 12.2 12.3 TERMINATION OTHER THAN UPON DEFAULT ...................................... EFFECT OF TERMINATION ................................................................. ..................48 ..................49 12.4 SURRENDER OF PREMISES ............................................................... ..................49 13. MISCELLANEOUS ........................................................................................................50 13.1 Clty USE OF FACILITY/FACILITIES .......................................................................50 13.2 VENUEINVAIVER OF JURY TRIAL ..........................................................................50 13.3 Relationship of Parties ..................................................................................50 13.4 Written Amendments ....................................................................................50 13.5 Force Majeure ................................................................................................51 13.6 Binding Upon Successors and Assigns; No Third-Party Beneficiaries...52 13.7 Notices ...........................................................................................................52 13.8 Section Headings and Defined Terms .........................................................53 13.9 Counterparts ..................................................................................................54 13.10 Severability .................................................................................................54 13.11 Non-Waiver .................................................................................................54 13.12 Certain Representatives and Warranties .................................................54 13.13 Approvals ...................................................................................................55 13.14 Entire Agreement .......................................................................................55 EXHIBITS EXHIBIT "A" -CITY AGREEMENTS EXHIBIT "B" -CONVENTION CENTER BOOKING POLICIES EXHIBIT "C" -COLONY THEATRE BOOKING POLICIES EXHIBIT "D" - BYRON-CARLYLE BOOKING POLICES EXHIBIT "E" -STANDARD CITY -FORM USE AGREEMENTS FOR CONVENTION CENTER, COLONY THEATRE, AND BYRON-CARLYLE THEATER EXHIBIT "F" -MINIMUM FACILITIES MAINTENANCE STANDARDS EXHIBIT "G" -FACILITIES RATE SCHEDULES EXHIBIT "H" -INSURANCE REQUIREMENTS FOR USERS/LESSEES OF THE FACILITIES ADMIIJ DRAFT - 4iJ,001 bogtt5ospaioiacand9~eC~me~nlMma~aoo~g bomadedariggateeeonablo nr. rRoTSC~oN ca.~vs~: A Pmtectiaa Ciaatae sbe0, upon @~e eecraeuneodatiast of the Caavn~tion Caaeoer ~ ~e t3eneral tdauaga, and sabjeet to the approval of @ee ~ Maaea~er, be t Eo teaeain~ 1og1. regional, and mbarnatiooal pablio acrd tradesbe-aa wl~ s prwm Yeoord of auooea, detHmed Lmeia b ~e wcoaa5~l ooaapleo~on of st feast twee ooaaaxae~a ai~aws m twoyoars, whiehhave peeab~oed mvmno to the IvIDCC. If gcae~tod, aacb Peoboclign CLaso w8l be bsdadod is the I~easoAgteweart gad, tl~erat8eria~raviaarodeveey wee C~Y~ hYtLeCootrareioaCameeA~dviaocyBoeid aadtlaC'aataal Mansga,aodeubjecttod~eapps~vata~tiiotxbyM~magesymfa~el,e~Agoa~. Nat~md~g fbv ~ore®o3ag. the of a ProEectim Claese in s I.ewa Agteemo~~t shall not vest imY ei~rt(a)ct e+elitmoe on t5o pact of the Lapee a b 9a ~g of aid Claaee is etdoaegaeio~ a lhhs+e l:easo Agnee~mcata, bat eWal ad dl times be enbjectlbtho:eview mad appco`-atpaooedtma sot Fa~~Manx la ooavnderatioa floc tbo ooaiboea~on of a Ddo pi+otoctipn cianso ie~aeion is awbaeglaeot lace agcsammts, tha Canventioa Gaeta Advisory Boecd reoooamendatia~n and City Maa~er appra~d ed~dl consider the Sotbwiug criteria: D R+equaed asks of atlaat I15~00 gear aQuae faatofaudt~itspaee histoay tmd oftadd rsvmnsla d~oMBCC Evaa<6istoRy and treod'a~go~'net tq+me footsget~7ibed intbe MBOC D Bvmt Wstaty andtrmd'iogat?attaadaooC m the IVIDCC D 't'jmeiaiees and aiaramoa to paymoat~s atthe MgCC Y Gantsmsoas sohe3tlod ptesaoGetion ottbe avast atthe lw>BCC Campgmca by bsee wiW 1ulBGC baifdigg i~a ~ P 't7ie Pzotection Padod shah not aa~oeed s total c[acdy (60) dsYa- PJus the e6ct- dsyx ~'lhe eaambec of dayr prlar to gad adtarthe guest ahadl bo the sabjat of agreeeaaotbetweea 13~e t~asoa amd the Gaoerd Manager, bat a raieioaaa of Si~ae (l~ days ahaA 6e s~egaduod a- each side cf the event. Upon the reoasmeodetion of tho.C.anvastioa CeatcrAdvivoay Board s Ptotoctica Claero iaaKaess of aaady (6!» ~~~l~'ava~tawith~Sh~'tev~btot]~oI~CC. ~g,~ 1f s Yrctoction Glares is gnmmd, b grill read a fellows: I.esaor aSt~ that it will not lease any partner ~ the Cer-vcntioat Cea-tar Sa'My ~o aseq CampetiogEveartfartlreperiodeonaneoeigg daysbaSoreY~aesoe'tSeatabonrday,and aaoeinding dsysadbalaree'slaatslwwday(the"ZMotocdcnPaiod'~A"Competinlg Eveof' ishaebydetiaod asa~aevectw6ichLast~-PaceotC30'K) armaoaf~atoWasaba of axhibitoa'orbooths to the sasaa guest eboariz+g/aoUigg paodact lira in the Iraeee'a avast; provided, 6cwavcr, that s show tbaR is apiar to the pabiic alwl nrva be legged a Campotioeg Event with a show open aaly to the trade, amdviw vase. Tbo dobamimation afwhetha a cwt ADMtN DBA1~T - 4I7A01 m weans ~"Compoang Bvmt" s}afl be solelytheoft~e Ga~ac~l Mw,ar, and sbstl bebaed upoatLeproduotl~as iatf+apropaedeyegt'spriorslsyws. v. ~ns~eosmr ate: Depodts eee for aH sativi6a npm ~ova>boa of • fo~11u~CC ~ Ag~eanei~. ~„ F~tPriait~ 8.~ A aaporit ~ the ssnoao~t of aae ds~-'s m~mum weed rant parbau, amohotberaepodteetheGeooer~M~raaS--~~af @ieLeaeAgc~oasnst. Fara~entsla~d~neretyeaeeormoc+aindvenoeepocida~Y be aogot~ed, st>bs cmmer'. oQhoe, far: iasardepait boa fare eoaea~rion, adth tba deposit t,sts~ooa dae and payabta siacty (61)) days is advsesa of the anat. a. ~eaadPlrioizil~~ts: Aminiaosm~dopoeitrviltbe~qua~odupou~ea~tia~ad'B~elra~a A~ea~eut ss foflo~rs: ane da''s mmnimasn 0pu~oed:aatst Sor the Bret }utl. sad se< ~tioae133- 1/3K cf aao dq'a adoiaomm gateenoood~l fa eecb edditioasl Ls11. Ho~aava, Sesame w~ wit6o~t s pat In~oey ai saooess. eorl avant ePaoeoce 'aith iaedogwbe reftiaeooa, °r poor enmt epooeocispe, araoadofdowpay~oo~, e~c.,eaisybe:egtdced, atthe C,miac'aoptiao, ba:amitnpb oaa buaehod parooe~ {100'X.) of rantel and ralstod eaepdesd ~ eacocwtion ~ Lease VL ~v. . osoao. o~oe~, o6a~, ost2se. o~, ~+'r poi VAALANC.E FA011[ POLICY: CITY OF MIAMf BEACH Cp14IIVffiSLON MEMORANDUM NO._~~~ t TO: Msror Ntiraa O. Kardi® sad DATES Myty 16,2091 Mea~bees of !tie dty Coan~iato~t FROMa JosOe ~ Goad ~ . City Mager ~ . sUBJEC'r: A RESOLUTION OVVVF TSE MAYOR AND CITY COIVIIKISSION OF THE QTY OF MIAMI BEACH, FLORIDA, ACCEPTIIYG TSE ADMINL4TRATION'S RECOMIVIFNDATIONB, AS SET FORTH IN THIB RESOLUTION, AND APPROVIIITG AN A11~NDMEN'f TO TAE BOOKII~IG POLICY FOR TAE MIAMI BEACH CONVENTION CENTER CLARIFYING DESIGNATION OF FIRST PRIORITY STATUS, DISCRETION CONCERNING THE ABOVE, AND NON-SUBSTANTIVE FORM REVISIONS; FURTHER AUTHORIZING TSE ADIYIINISTRATION TO RETAD~T A CONSULTANT AND DEVELOP A METHODOLOGY FOR VERIFICATION OF HOTEL ROOM NIGHTS BY "NON-CONVGN'lTON" EVENTS SEEKING FIRST PRIORITY STATUS AT THE CONVENTION CENTER. Adopt the Resolution. At its regular meting on Apri127, 2000, tha Miami Beach Convention Center Advisory Board (CCAB) unanimously ~approvod a motion to reviaw the Booking Policy of the Ivfiaasi Beach Convesaroa Ceatsx (MBCC) with regard to the graatia8 of Fast Priority Status to events at MBCC. This actia~n as a result of the negotiations and. resulting Agreement between the City end Art Basel for the presentation of Art Basel Miami Beach, beginning in December 2001. At that time, the A,dministratioawiShed to further clarify the de5aitioa of First Priority events, as well as the ntoehaaism by which events are verified as First Priority. By definition, F'irstPriority booking status may be granted to events which have demonstrated apcak night hotel room usage of at least 1500 rooms countywide, or events which have been produtxd AGENDA TTEM ~__. DATE ~Li~C` O T•1ACfkZVDAYl0011MAY1601\RE~7I.A1C\BOOKPOI..MFM Cosois Mtaaontadurn May 16y ~26oD1 Pagrc 2 ~Y Y~ consec~stively at the Niis>YU Beach Convesrtion Centex: Verification far the hotel moon age ~Y be certified by either sa approved ~ auditor, or by flea Cu+eatier Miami Couvesetion tit Yisit~ozs Bureau through accepted y databases. ThoY s~ also use ax least one exlu'bit hall of the Center. Fast Priority eveaLq receive date hold priority over other evesrts, and can be corstracted more than 24 moms in advance of dee event. Any event not having boon designated First Priority is deemed Second Priority, and shay not receive ooatracts until ?A months ar kss before its ptiore date. The Admiaiatration, SMG, and the City's Atboineys Office met ba disctsas the req~rirod changes and devdaped a draft of proposed reviaioses. The Citq Administration and the City's Attaraxys Offide recommnends approval of the following snbstaative chaztgcs and be incorporated as amesednnents to the ! . The Policy further clarifies that, is order to ba c~sidened for First Psiorriy status, as Ducat must Nava a demonstrated history, and that additional shows developed and pataerned afier established shears wotild not be eligibk until each ho~oel usage history far the additional show is danos>strated. 2. The Policy clarifies pa+ecxdeace with ~ to oonflf c1s 1n ~ mgt verified First Priority events and so-year history (i.e. Ion~standing~ First Priority events. 3. The Policy addt~ses inafffieces where everts which intarrapt their xgeslar presentation schedule may have Fizst Plrkaity status and/or Date Protection revoked. 4. ~ Discretion clauses resident in individual sections have bxa cansolidatod into a single, stand-alone section, isets+oducing applicability of discretion which provide for variances to nay or all of the entire Policy for spacial circumstances. S. A separate addition to the First Priority verification pecker, distrr'bwbed to wants wishing to achieve such designation, which desen'bea is further detail the required verification of hotel room usage for both GMCVB v~crified eventq and those verified by sn independent auditor. 6. Evesets and circulastanocs slot covec+ed in the schodtsling within the Booking Policy slay be subject to special coseditiosss, as deemed appropriate by the City Manager. No variance from the Center's policies, as reps+esezbt~ in tl~ r coed within the Booking Policy, may be made without ferst being submitted to the C}enerai Manager and CCAB for consideration, but shall tie aubjed to final consideration and approval of the City Manager. With regard to Item No. 6 above, the Administration's proposed language would allow final consideration asld ~~:~ variances firm the Booking Policy to rest with the City Manager. However, the prior coslsideratiaul of both the General Manager and the CCAB would still be required, therefore preserving the input that both entities have as to such issues. Because any p varis,nce would - ' a deviation (roan the Booking Policy, and would tierefore bean "extraordinary reanedy", as it were, the Administration believes that the final policy decision should T:y-('@, iI]A~2001VNAY16011RPAIJid~R1E10o1~YOL.ice t'o~ette;lon Meerarandruae MaEy I6, aQOl Pegs 3 rest with the Ciry, through fislal approval of same by the City' Manager. Again, as s policy decision maybe involved, the final approval should not be dciegated to 3MG, or what~wer esrtiry sucxoeds SMG as the M13CC General Manager, as the Booking Policy extends beyond the contract tam of SMG. It ahonkl be noted hate dent the CCAB'a recommended amendment anl,Y a~ for varlancss to he made aoie~- by the MBCC General Manager (Le. 3MG)y with Ilea racommoadatbn of the CCAB. The CCAB held several meetings to diaca~s the ate to the Booking Policy. t?n Febnsary- 27, 2001, the CCAB agreod m the above substantive ~ to the MBCC Booking Policy except for Item No. 6. The f~lowing~ is the alternate recommendation of the CCAB. 6. Authority of the (ienetal Manager of the t~ventioa Center, upon rxomalendation by the CCAB, to grant vatriances fi+om the MBCC Booking Policy, which would include, among other things, the discretion to waive roq for an event to qualify for First Priority status. Oa May 8, 2001, tba CCAB voted Som is favor, three opposed to authorize the Qeneral Manager of the Convaetion Center, upon recommendation by the CCAB, to grasp variances from the MBCC Booking Polity, which would include, among other things, the discretion to waive ragsnrements for an event to qualify for F'~rst Priority status. Tl~e requesting entity or event can appeal to the City Comm~iasion, if it does not agree with the dccasion of the Gmaral Manager of the Convtntieae CeaRer. The City Administration will also be contraotiag with a coasultasEt for the develo~unt of a ~oacthodology for verification of iuotel room nights utl7ized by noncom-eeetion e:veat4. These events nom~ally do not rescue hotel rooms thraegh flue Greater Miami Convention and Visitors Bureau ar a traval agent, therefore presenting a challenge to true event in documenting qualification as a "First Priority". The Mayor cad Commission should app,rovc the Rdolutioai with the Admini~oa and City Attorney's Office's recommended laagaage to No. 6 of the Memorandum. (ia. Sect. VI of the MBCC Booking Policy). . JMO:I~IDS:DT:If Atbcbme~ TMOENDA12001~MAY! 6011RF.Qi3LAR\BOOlaO1..M8M T:IAGENDA\20011MAY16o11RE(it1L~LA1600KPOLi~1-t a~s~ACriox luay i~ 2001 cits--ofl~iamiBeacn City C1erlc~ note: Cross reference: Service America 6:29:55 p.m. R7M Commission Memorandum No. 324-01 A Resolution Accepting the Administrabion~ Recommendations, as Set Forth in this Resolution, and Approving an Amendment to the Booking Policy for the Miami Beach Convention Center Clarif3ring Desigctation of First Priority Status, Diacd+etion Concerning the Above, and Non-Subs~atttive Foam Revisions; F~irther Authorizing the Administration to Retain a Consultant and Develop a Methodology for Verification of Hotel Room Nghts by ANon-Convantion= Events Seddug First Priority Status at the Convention Center. ~ . ' (City Manages Office) . ACTION: Resolution No. 200i 24394 stdopted. Motion made by Commissioner Smith to adopt the _ Administrations reoomnnendation; Seconded by Commissioner Laebman; Voice vote: 43; Opposed: Vice-Mayor Garcia, Commissioner Bower and Cruz. Maya Diaz Buttacavoli to handle. ' Mr. Stu Blumberg spoke. Mr. William D, Talbert, III spoke. Mr. Joe Fontana, Chairman of the Miami Beach Convention Center Advisory Boani, spoke. Mr. Bob Goodman spoke. Commissioner Denser feels there should be some objective criteria developed so that the City Manager can make consistent and fair decisions. Mayor Kasdin wants guidelines incorporated as an amendment to this resolution. Administration and Legal to come back with standards aacUor objective criteria to assist the City Manager in evaluating and recommending variances to the policy. Mays Diaz Buttacavoli to handle. City Clerks Note: Included with this item is a copy of the Miami Beach Convention Center Booking Policies Pnpa:ed by the Office of the City Clerk M:~fCMB\GTCYCI.6R~AF'rERACI12001 W FERACTIONSW l~$ t 601.DOC om o~ N ~ ti r ~a ~~ 00 O~ c~ w a~ .~ U •c 0 .~ a .~ E Q a~ c U c 0 c .~ 0 U L v c~ a~ m .~ ca :~ t October 17, 2002 CHARLES L. ILVENTO, P.A. C UTI/r[D WtUC ACCOYNTANT TNt IS[NATON 6tJILO1NO I SOYi m1tICATN[ 6OYl.[VMD • furl[ 141 • MrAMI iLJD1trDA ]5161-t6OO T[t~t>•rWN6 t5OO) Y~-) t1O • FAtt t]DO) M671O4 [-MA14 C1.16LIMA0-.COM - CHARLES L. II+VEN'r0, P.A. ~ppUp~~/1po0UMTANT Natiembar 20, 2002 Mr. Doa,~as w. Tabee; ~enarai He.cb Convedia~ Ceo~x 1901 (~oaMentiaa CteberDrlve MiuolBeac~, M.33139 Dar Mr. Taber: THE ~NATOR BUILDING iJ!!f>p B19CAYNE BOULEVARt>wBUt'TE 144 MU1MI, FLORIDA 331di-t000 i'EI.EPFIONE (~0~9~14-112Q F~~ 114sT~ EOF ~ with the Dams of as mom, enclosed ~ 0°r ~ es~ed the --~- - • ~,e~,~ ~c.a Frirrit~r t`rit~ia ss we~~~~bea~~mt~c~ya~z~~h.s~cana3~- Charles L. IIrentoy P.A Miami Beach Convention Center Alternate First Priority Criteria Evaluation procedure Introduction In this proposal we have made every effort to expand the reach of the Alternate First Priority Status Evaluation Procedure to include many factors that can be measured when trying to assess the value a particular show or everrt may have on the City as a whole. The Questions such as, which areas of the local economy should benefit, and to what degree, should be addressed. What other activities an taking place before, during, and after the event. Due to the event-taking place whom are the people coming to the community? ,And what can we look ahead to from them? By taking each factor and breaking it down into elements that cover as many of the aspects of a show or event activities as possmble, we have all dal wa process to weigh ~- applicants request for First Priority Status, in a consequ Y• Both subjective and objective criteria vvm~l have to be employed to compose a complete evaluation. Subjective criteria because many of the positive and negative aspects of an evermt, as well as the true impact an event ~ have is not be lrnown prior to the event takirmg place_ Empirical information from past shows at other places, planned events surrounding the main event, duration of the event, and of the type and economic status of the attendee and exhibitor can help the assessing body make educated projections as to what they can expect from the event. We have developed a scoring system using a list of seven (7~ elements {emiteria) with an assigned weight of 10-25 for each item relative to each other and the economic impact on the Mmami Beach Comreatiom Center {Center) and the 1Vliaumi Dade Community. The sum of the seven scores is the value ranking of the event. Once the event has been valued, the scoring can be used as an ongoing bamchmark to rate past performance and, in some cases, as a standard against which other events are judged. We have tried to build in a degree of flearibility so that the evaluators can be free to value each aspect acxording to their own beliefs and relative sense as to what is important. Furthermore, elements that do not apply can be left out without affecting the overall validity of the process. Charles L: Ilvento, P.A. cER~s:o aax+c Acoou~aNr Miami Beach Coaventioa Ctaater Alternate Fast Priority Criteria -continued Eiemeab 1. Type d llweat (10 points) a Public ~ Private Attendartcx h Attendee Demogtaghics a Exhibitor Demographics d Onatime ar Rowrring 2. Fcaaomk Lopact m Cartes' (IO poi~s) a. Fadtity- Rectal b. Fond and BeveraSe c. Uther Ancihlary i F,lechical ii Teheoommtudatiotts iii. Iateraet/ Netwaricirtg iv. Audio Yrwal v. Prodictioa Labor d Faca~ity Labor Demands Ecoaaaric ~mpttet to Cltr (ZS points) a. Paridag Ittooroe b. Roods i Alteadees ii. Exhibitors c. Restaurants /Nightlife d. Event Contractors ' a Local Traneportatiou . i. Shuttle Services ii. Taxi Savisxa iii. Rental Cars £ Tax t.,eueration i . Convention Devoiopurent Tax ii. Resort Tax iii Sales Tax 4. Aaciliar~ Eveau (10 pouas) a. Refitted Events and Conferences b. Haspitaliry FunAions /Spouse Programs /Attractions S. IufrlWrncbure Demsnds (IS points) a. Quality of Life Effects b. Searrity Requirements c. Other City Services Effects 6. Refec+eaoes (10 points) a. Miami hieatitt /Miami Dade County History b. Other Venue History c. Other Destination History 7. l+reiidge Value (2a points) a. Extent of Mass Media Coverage b. Tourism Promotional Value c. Commerce Promotional Value 2 Charles L. Ihvertto, P.A . cl:R~n Pueuc ~ccourrT,wr Miami Beach Convention Ctntcr Alternate First Priority Criteria - continued Element Explanation Type of Event (10 Points) The Type of Event covers aspects of the show that relate to what demands the facility is likely to experience and what kinds of attendees and exhibitors can be expelled. Other benefits or detractors may stem from the hosting of one show versus another. Community profile, reoceiurence and nature of the venue all are components to be evaluated in the Type of Evetrt element. Economic Impact to Center (10 Points} In this dement the evaluator is making as assessment as to the revenue potential of the show to the Center. Not oisiy is teams of rental but also considering other ancillary fees and revenue potential that the Cemer can garner from the services that the show will require. The economic impact on concessionaires and other Center based stakeholders should also be a consideration. Economic Impact to City (25 Points) To a large degree the Center must also consider the overall economic impact the show wiU have to the City at large. Tax generation earl City fees, inclusive of the additional sales tax revenue from visitors and increased local consumption patterns can provide a significant amount of revenue to the City and the Local businesses. The propensity of the `carious attendees and exhibitors to spend money in local business, hotels, shops, . restaurants, etc. and frequent local tourist attractions, use local pubfic transportation; taxis, rental cars and entertainment establishments needs to be weighed and included in the overall assessment of the show as a net revenue contributor to the local economy. Ancillary Events (10 Paints} Another important aspect of some shows is the value of ancillary events and conferences that may surround the event like spouse programs and golf tournaments. These tray or may not be side events directly managed or a part of the event under review but rather shows and conferences from other sponsors that take advantage of the attendee population resident at the main show. The venues for these other ancillary shows could 3 Charier L. Ilvento, P.A. cF.rtri~o Pcieuc nccounrrartr Miami Beach Convention Center Alternate First Priority Criteria - continued beat Iocal hotels, arenas and parks and support the large event. Side events of this type may be corisidered a positive, from the additional economic impact they may provider or they maybe considered a detriment depending on the nature and history these side events have. Ltfrashvctare Demands (15 Points) The stress that a show may place on the various City services is considered in the evaluation process. Expenses associated with additional crowd control, policxn~ security, parking and traffic are wnsidered is this section. More intangrble aspects of the effects that as event may have relate to the quality of life aspects that may positively or negatively impact the Iocal flavor of the City and the lives of the resident population. References (10 Poirrts) The candidate event should provide references from other locations that it has used. The evaluation should consider not only the references themselves but the quality ofthe .._ . ... references and the sources from which they come. A basket of references that cover not only the previous venue convention center but also the references from that City, its police and perhaps any civic organization that the past venue impacted showing~the good citizenship and positive economic impact the event has had in other places where it has been held. Prestige Value (20 Points) Is the everrt under consideration a high profile event with good name recognition and a good reputation? The evaluation must try to assess the importance of having the City and the event linked in the press. All the positive results that may he derived from the association should be considered. It maybe that the value of having the event lies in the other high profile events that traditionally follow this one. Also, positive publicity surrounding a high profile event may have had the effect of long term increasessn Iocat tourism and free positive publicity for the area as a whole increasing general business activity. . 4 Charles L. Ilverrto, P.A cEar~o auauc aocounrravr - Miami Beach Conventiaa Ceaater Alternate Fast Priority Criteria -continued Condusian With these Elements we have sought to provide a framework and guideline that the Center can use to fairly assess the merits of an event asking First Priority Sta#us. The total point value for all seven elements is one hundred {100). By assigning one or more evaluators and allowing them to rate or grade each c~adidate event ~ the basis of the ' Flemeats provided, this becomes a process whereby results can be tabulated to arrive at au overall score out of the total possible 100 points. The City then utilizes tins score along with other criteria to deterrrsirie whether an event is gives Feat"Priority Status. S Charles L. Ilvento, P.A. c~c ~uc~courrr~+rr ~O m N ~ O 'a c 0 c~ w c~ .~ .~ •c -U .~ 0 .` a .~ c~ E .~ Q L Q~ U c 0 c a~ .. c 0 U s cv CO .~ c~ EXHIBIT "C" COLONY THEATRE BOOKING POLICIES COLONY THEATRE AND BYRON CARLYLE THEATER Booking Policy The purpose of the venue's booking policy is to provide management with general guidelines for efficient operation of the facility. Nothing contained within those guidelines is intended to limit management's professional discretion in booking or negotiating contracts that would be in the best interest of the venue, management and the City of Miami Beach. 1. All booking holds must state specific venue, dates of: load-in, rehearsals and shows, provide a name of an authorized contact person with curcent phone number and fax number or email address. 2. All requests should be directed to: COLONY THEATRE Gary Lund - (305) 674-1040 BYRON CARLYLE THEATER Gary LUnd - (305) 674-1040 3. All requests must be accompanied by last fiscal year completed IRS 990 Form (for not- for-profit lessees) with a $500.00 deposit. 4. No pros"pective lessee will be grated dual holds in the Byron Carlyle and Colony Theatre for the same event. 5. Contracts will general be issued no more than 12 months in advance of the event If an organization is unable to fully execute the contract within 30 days of issuance, management reserves the right to release the hold. 6. Challenges are official requests made by another organization interested in a date you have on hold. If a challenge is made for your hold dates, you will be notified in writing (mail, fax oremail). You will have 3 business days from the date on the notification letter in which to go to contract for your hold date(s) and provide anon-refundable $500.00 deposit If your contract and deposit are not received within the 3 business day period, the challenging group is allowed to go to contract for the date{s), put down a deposit and your holds will be released. 7. The technical check list/questionnaire is a mandatory integral part of the booking to allow proper preparation of the contract and must be returned with the lease agreement. 8. Please contact the respective venue Production Stage Manager for an estimate of your technical costs. EXHIBIT "D" BYRON-CARLYLE BOOKING POLICIES COLONY THEATRE AND BYRON CARLYLE THEATER Booking Policy The purpose of the venue's booking policy is to provide management with genera! guidelines for efficient operation of the facility. Nothing contained within those guidelines is intended to limit managements professional discretion in booking or negotiating contracts that would be in the best interest of the venue, management and the City of Miami Beach. 1. All booking holds must state specific venue, dates of: load-in, rehearsals and shows, provide a name of an authorized contact person with current phone number and fax number or email address. 2. All requests should be directed to: COLONY THEATRE Gary Lund - (305) 674-1040 _ BYRON CARLYLE THEATER Gary LUnd - (305) 674-1040 3. All requests must be accompanied by last fiscal year completed IRS 990 Form (for not- for-profit lessees) with a $500.00 deposit. 4. No prospective lessee will be grated dual holds in the Byron Carlyle and Colony Theatre for the same event. 5. Contracts will general be issued no more than 12 months in advance of the event. If an organization is unable to fully execute the contract -within 30 days of issuance, management reserves the right to release the hold. 6. Challenges are official requests made by another organization interested in a date you have on hold. If a challenge is made-for your hold dates, you will be notified in writing (mail, fax oremail). You will have 3 business days from the date on the notification letter in which to go to contract for your hold date(s) and provide anon-refundable $500.00 deposit. If your contract and deposit are not received within the 3 business day period, the challenging group_is allowed to go to contract for the date{s), put down a deposit and your holds will be released. 7. The technical check list/questionnaire is a mandatory integral part of the booking to allow proper preparation of the contract and must be returned with the lease agreement. 8. Please contact the respective venue Production Stage Manager for an estimate of your technical costs. EXHIBIT "E" STANDARD CITY -FORM USE AGREEMENTS FOR: 1. Convention Center a) Trade Shows b} Consumer Shows 2. Colony Theatre 3. Byron Carlyle Theater Exhibit E -1 Standard City Form for Convention Center -Trade Shows M/AM/ BEACH CONVENT/ON CENTER LEASE This lease agreement made this day of , 2006 by and between Giobai Spectrum ("Operator J, and whose address is: ("Lessee J. WITNESSETH: Operator manages, operates and- maintains the Miami Beach Convention Center, 1901 Convention Center Drive, Miami Beach, FL 33139, 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. 7J 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: ("Premises") in the Miami Beach Convention Center. 2J Use: Lessee shat! use the premises solely for the purpose of: 3) Services: Lessee will be given the exhibit hall in broom-swept condition and is expected to return in the same condition upon completion of the event. Operator agrees to furnish normal janitorial service in public areas {excluding exhibit show floor cleaning), worklights (5086 power) during move-in and move-out; full houselights during show hours. Air-conditioning will be provided as follows: exhibit halls during all show hours up to 12 hours per day; meeting rooms used for "event program" during all meeting hours up to 12 hours per day; all show offices within a single quadrant (A, B, C or D) as needed; attendee registration area during open hours; and exhibitor registration area (excluding exhibit halls) up to three additional days beyond exhibit days. Further services and rentals are outlined in the Event Guide. If stated below, the Operator will furnish the following additional services, equipment, materials, technicians, etc., on the following terms and conditions: 41 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: The Lessee hereby covenants and agrees to pay the tollowing rentals, or such higher rentals as shall be approved by the City Commission on or before 120 days prior to the date Lessee takes occupancy under this lease; provided, however, that Lessee's obligation with respect to such higher rentals shall be limited to an increase of twelve per cent (12%) over the following rentals or Lessee's previous year's rental rate, based on same number of days usage, whichever is greater. Renta/ Rate: A minimum guarantee of > > > > > > > ($} versus (S} CENTS per net square foot of exhibit space used, whichever is greater. This rate is based on SEVENTY (S.70) CENTS per net square foot for up to six (6) days, and EIGHT (S.08} CENTS per net square foot for each additional day beyond six (6) days, and is calculated at 40,000 net square feet per hall at the applicable square footage rates. Plus 7% Florida State Rental Tax. Deposit Due: * * * DOLLARS payable upon signing of contract within thirty (30) days or considered null and void; * *DOLLARS payable by * *; * * * DOLLARS payable by *; any remaining balance, plus 7% Florida State Rental Tax, is payable at settlement with Finance Department. 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 1 (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. FinalBa/ance: Shall be due upon completion of event and payable at scheduled settlement with Finance Department. 5J Liquidated Damages: If Lessee cancels any event or significantly reduces the space reservation covered by this agreement, Lessee agrees to pay to Operator the following amounts as liquidated damages and not as a penalty, and the parties agree that such amounts constitute reasonable provision for [iquidated damages: A. If Lessee cancels more than one year before the first scheduled day of the event, the initial deposit shall be payable to Operator as liquidated damages. B. If Lessee cancels more than 6 months before the first scheduled day of the event, the initial deposit plus half of the remaining balance of the base rental rate shall be payable to Operator as liquidated damages. C. If Lessee cancels less than 6 months days before the first scheduled day of the event, or enters into any default as described in Paragraph 16, page 4, the entire base rental rate shall be payable to Operator as liquidated damages. 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. 7J Box Office: N/A 8) Excu/portion and Indemnification C/ause: 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 Operator 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, Lessees 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, Lessees 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, Lessees 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. 9J Ordinances and Regulations: Lessee shall comply with all applicable laws, statutes and ordinances and all rules and requirements of the City of Miami Beach. Lessee shall not admit to the premises a larger number of persons than the total number designated by the General Manager of the Convention Center thereinafter called the "General Manager") as the seating capacity or the number that can safely and freely move about. In accordance with the City of Miami Beach Liquor Control Regulation Ordinance, any event held at the Miami Beach Convention Center which involves the consumption of alcoholic beverages must close the event no later than 5:00 A.M. on each event day. Compliance with this ordinance is mandatory. With respect to any Event at the Facility, Lessee shall comply fully with any and all local, state, and federal laws, regulations, rules, constitutional provisions, common laws, and rights of others applicable to the reproduction, display, or performance of proprietary or copyrighted materials and works of third parties (the "Works"), and to the protection of the intellectual property rights associated with such Works. The fees payable by Lessee under this Agreement do not include , ,r_ royalty, copyright or other payments which may be payable on behalf of third party owners of such Works, and Lessee agrees hereby to make any and all such payments to third parties and/or clearinghouse agencies as may be necessary to lawfully perform, publish, display or reproduce any such Works. Lessee specifically agrees, undertakes, and assumes the responsibility to make any and all reports to such agencies and/or parties, including specifically by way of example only (and not by way of limitation) ASCAP, BMI, SAG, SESAC, Copyright Clearance Center, and other similar agencies. Lessee agrees hereby to obtain and maintain evidence of such reports and any necessary payments, including evidence of compliance with the requirements of this paragraph. Lessee further agrees hereby to provide to GLOBAL SPECTRUM any such compliance evidence as may be requested by GLOBAL SPECTRUM in advance of or after any such Event. Lessee agrees that the obtaining and maintaining of such evidence by Lessee is a material condition of this Agreement. Lessee agrees to indemnify, defend, protect and hold harmless GLOBAL SPECTRUM, City of Miami Beach, and all other Indemnities {as that term is defined in this Agreement) of and from all and all manner of Losses arising in any way from the use by Lessee of proprietary intellectual property of third parties (whether such claims are actual or threatened) under the copyright or other laws of the United States. The foregoing indemnity shall apply regardless of the means of publication, display, or performance by Lessee, and shall include specifically and without limitation the use of recordings, audio broadcasts, video broadcasts, Works on other magnetic media, sounds or images transmitted via the worldwide web, chat rooms, web casts, or on-line service providers, satellite or cable, and al! other publication, display or performance means whatsoever, whether now known or developed after the date of this Agreement. 701 Responsibi/ity 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. 111 Antic%s 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. 12J Signs: Lessee, its agents, exhibitors, et al., shall only post signs as permitted by General Manager. 73J Sa/e of Concessions: Operator reserves, and at all times shall have the sole right to sell or give away librettos, flowers, refreshments, beverages, cigars, cigarettes, candies, sandwiches, sundries, novelties, souvenirs, programs and periodicals and to rent and sell opera glasses, umbrellas and other articles, to conduct check rooms, to control event programs and to supervise the contents thereof, to take photographs, to control or supervise radio, movie and/or television broadcasting or recording and transcription rights and equipment, and other privileges, and Lessee shall not engage in or undertake the sale of any of the aforesaid articles or privileges, without the express written consent of Operator. All federal, state, and local laws and/or regulations related to copyright, trademarks, etc., must be complied with by the Lessee and all exhibitors selling such items on the premises. Further, the Lessee agrees to save and completely hold harmless the City of Miami Beach and GLOBAL SPECTRUM, and to pay all costs related to any violation of the above. 14J 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. 751 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. f6J Defau/t and Operators Remedies: Default shall be defined as the untimely performance of any and all clauses in this Lease or in the Event Guide 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 outlined in Paragraph #17; (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. 77) /nsuiance: As additional consideration over and above the rental payments made by Lessee herein, Lessee shall, at its own expense, comply with alt 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 (51,000,000.00) 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 GLOBAL SPECTRUM as additional insured. fb) Automobile liability insurance in the amount of One Million (51,000,000.00) 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 GLOBAL SPECTRUM as additional insured. (c) Workers' compensation and employer's liability coverage as required by Florida Statute. Currently, the State of Florida requires that employers provide workmen's compensation coverage for all employees. The Statute requires coverage from the employer if they have three or more employees. The Operator requires evidence of this coverage. (d) It is understood and agreed that all coverage provided by the Lessee are primary to any insurance orself-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 t30) 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 GLOBAL SPECTRUM by submission of an original 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. 181 Re%cation of Lessee: Operator reserves the right after the execution or during the term of this Lease, at the Lessee's cost and expense, to remove the Lessee from the premises and relocate Lessee in some other space of Operator's choosing of approximately the same dimensions and size. It Lessee is removed and relocated in other space within the Building which is then leasing at a rent less than the rent of the premises at that time, Lessee's rent shall be reduced to the rent then being charged for the space in which Lessee has been relocated. Lessee, by the execution of this Lease, acknowledges the foregoing right of Operator, and no rights herein granted to Lessee, including but not limited to the right of peaceful and quiet enjoyment, shall be deemed or construed to have been breached or iniertered with by reason of Operator's exercise of the rights herein reserved in this Paragraph. 19J 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 (520.00) Dollars for each such check. 20) Delay of Possession; In the event Operator is unable to tender possession of the leased premises because of the unauthorized holding over of any tenant or tenants or due to delays in construction or any other reason, as long as such inability continues, a per diem abatement of the rent shall be allowed to Lessee but nothing shall operate to extend the term of this Lease beyond the original expiration date and said abatement of rent shall be the total limit of liability of Operator to Lessee for any losses or damages incurred by Lessee due or related to such delay in obtaining possession of the leased premises. The computation of the per diem abatement in the rent is deemed to be the liquidated and agreed damages for any delay in possession. 211 Portions of Operator's Bui/ding 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) F/ooiP/an: 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, agreement, promise or obligation, whether written or oral, expressed or implied, with any other party for the purpose of providing the aforesaid services. !f exhibitors intend io give away food or beverages, these items must be purchased through the concessionaire. 24/ Audits: 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. 251 Operator's Employees and Agents: Operator will not furnish any technicians, stagehands, ticket sellers, ticket takers, ushers, security guards, or any other auxiliary personnel unless otherwise expressly provided for herein under Paragraph #3. 261 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. 271 Supply of Keys to Genera/ Manages: 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, akey 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. 28J No Box Office Bailment: N/A 291 Genera/Manager's Discretion: Any matter not expressly provided for herein shall be within the reasonable discretion of the General Manager. 301 Miscellaneous: (a) All legal proceedings arising from this Lease shall be in the courts situated in Miami- 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. (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. (e1 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 and Booking Policy as contained in "Event Guide" are hereby incorporated into this agreement by reference unless otherwise amended by separate addendum. (h) The Lessee acknowledges and understands that this contract in no way affords any rights and does not authorize any signage to be placed outside the boundaries of the Convention Center property. The Lessee must obtain all appropriate permits and licenses for off-site signage from the City of Miami Beach Building and/or Code Enforcement Department. 31J Other Teems 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, which will be added to the final event settlement. ATTEST.• LESSEE.• Date By: Signature Print Name /Title ATTEST.• OPERATOR: GLOBAL SPECTRUM Date By: Miami Beach Convention Centes Genera! Manages F:\CON V CNTR\LKR-SALES\SALES\CONTRACTTRADESHOW. MC.doc Exhibit E -1 Standard City Form for Convention Center -Consumer Shows M/AM/ BEACH CONVENT/ON CENTER LEASE This lease agreement made this * day of *, 2008 by and between GL08AL SPECTRUM ("Operator J, and whose address is: Attention: ("Lessee ). W/TNESSETH: Operator manages, operates and maintains the Miami Beach Convention Center, 1901 Convention Center Drive, Miami Beach, FL 33139, 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. 11 Premises and Tenns: 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: * (Excluding A31 & 632) ("Premises") in the Miami Beach Convention Center. * 21 Use: Lessee shall use the premises solely for the purpose of: 31 Services: Lessee will be given the exhibit hall in broom-swept condition and is expected to return in the same condition upon completion of the event. Operator agrees to furnish normal janitorial service in public areas (excluding exhibit show floor cleaning), worklights (50% power) during move-in and move-out; full houselights during show hours. Air-conditioning will be provided as follows: exhibit halls during all show hours up to 12 hours per day; meeting rooms used for °event program" during all meeting hours up to 12 hours per day; all show offices within a single quadrant (A, B, C or D) as needed; attendee registration area during open hours; and exhibitor registration area (excluding exhibit halls) up to three additional days beyond exhibit days. Further services and rentals are outlined in the Event Guide. If stated below, the Operator will fumish the following additional services, equipment, materials, technicians, etc., on the following terms and conditions: 41 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: The Lessee hereby covenants and agrees to pay the following rentals, or such higher rentals as shall be approved by the City Commission on or before 120 days prior to the date Lessee takes occupancy under this lease; provided, however, that Lessee's obligation with respect to such higher rentals shall be limited to an increase of twelve per cent (12%) over the following rentals or Lessee's previous year's rental rate, based on same number of days usage, whichever is greater. Renta/ Rate: A minimum guarantee of > > > > > > > ($) versus (5) CENTS per net square foot of exhibit space used, whichever is greater. This rate is based on SEVENTY (5.70) CENTS per net square toot for up to six (ti) days, and EIGHT (5.08) CENTS per net square foot for each additional day beyond six (6) days, and is calculated at 40,000 net square feet per hail at the applicable square footage rates. Plus 7% Florida State Rental Tax. Deaosrt Due: * * * DOLLARS payable upon signing of contract within thirty (30) days or considered null and void; **DOLLARS payable by * *; * * * DOLLARS payable by *; any remaining balance, plus 7% Florida State Rental Tax, is payable at settlement with Finance Department. 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. Fina/Ba/ante: Shall be due upon completion of event and payable at scheduled settlement with Finance Department. 51 Liquidated Damages: If Lessee cancels any event or significantly reduces the space reservation covered by this agreement, Lessee agrees to pay to Operator the following amounts as liquidated damages and not as a penalty, and the parties agree that such amounts constitute reasonable provision for liquidated damages: A. If Lessee cancels more than one year before the first scheduled day of the event, the initial deposit shall be payable to Operator as liquidated damages. B. If Lessee cancels more than 6 months before the first scheduled day of the event, the initial deposit plus half of the remaining balance of the base rental rate shall be payable to Operator as liquidated damages. C. If Lessee cancels less than 6 months days before the first scheduled day of the event, or enters into any default as described in Paragraph 16, page 4, the entire base rental rate shall be payable to Operator as liquidated damages. 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. 71 Box Office: Operator at all times reserves the authority, power and right to control the box office, including but not limited to, ticket printing, ticket personnel and ticket sales revenue. (a) Ticketing: Operator will order tickets through a bonded ticket printing company or through Ticketmaster of Florida as exclusive in-house ticketing, distribution and reporting system. All other tickets for sale will be pre-approved by Operator and delivered to Operator, accompanied by a bonded ticket printer's manifest, and will be verified by Box Office Manager prior to going on sale. Lessee will be charged for said distribution as follows: 3°~6 charge on gross ticket sales {minimum charge is 5 _ for operation of Hall _ box office), inclusive of setup fees, any advance ticket sales, ()ticket sellers and {)supervisor per day, and any complimentary tickets. Credit card terminals are charged at 5200.00 each. Ticket printing is available through the Miami Beach Convention Center at an additional charge. In addition to, Lessee to be charged 2.25% for Visa/Mastercard transactions and 3.25% for American F~cpress transactions. {b) Distribution: Operator shall have the right to offer tickets for sales at all of its approved agencies (Ticketmaster of Florida). Lessee may request that ticket sales privileges be extended to additional agencies, and Operator retains full and final authority to authorize such agency approval. Additionally, Lessee assumes all responsibility for collection of funds from such approved agencies. ANY UNSOLD TICKETS CONS/GNED TO ADD/T/ONAL AGENC/ES MUST BE RETURNED TO OPERATOR 24 HOURS BEFORE THE F/RST DAY OF THE EVENT. ANY T/CKETS NOT SO RETURNED W/LL BE CONS/DERED SOLD. (c) Ticket Prices: Lessee agrees that all tickets will be sold at the advertised prices. Such advertised-price shall be mutually agreed upon in writing by Lessee and Operator. Any changes in ticket prices shall require the prior written approval of Operator. Consignments, discount tickets and coupons, as well as any other materials for distribution, must be approved in writing, in advance, by the Box Office Manager or THEY WILL NOT BE HONORED AT THE BOX OFFICE OR ENTRANCE GATE. (d} Comp/imentary Tickets: Operator will retain a minimum of 40 (forty) tickets for each event day or event covered by this Agreement. Such complimentary tickets shall be of Operator's choice and will be retained by Operator at its office at least ten (10) working days before the.first day of the Event. (e) Operation: Lessee agrees to turn operation of Box Office over to Operator. Lessee covenants and agrees to-pay the Operator on demand all sums due Operator for any service, accommodations or materials furnished or loaned by Operator and to authorize and permit Operator to take such sums from any box office receipts or advance receipts belonging to Lessee in an amount sufficient to secure Operator against loss in the event Lessee fails to make such payments. Operator shall have a first lien and security interest on the box office receipts of Lessee to secure the payment of any sums due Operator from Lessee for the use of the leased premises, any accommodations, services or materials furnished or loaned by Operator, or any amounts due under this Lease. Box Office maintains the right to control the creation of the event on the TicketMaster system and any changes made to said event, box office hours and operation, ticket sales revenue (both advance and day of show), approval of discounted tickets and staffing of ticketsellers for the event for which the Lessee will be charged. Tickets will not be put on sale for any event until a signed lease agreement has been executed and the required deposit amount is received by GLOBAL SPECTRUM . Lessee will be pulling fully priced tickets and will sign a "deduct from settlement" for all tickets pulled. Lessee will be responsible for refunding or accounting for all tickets distributed this way. Tickets pulled at full price may not be used as complimentary tickets. (f) Misce!/aneous: All expenses will be deducted from box office receipts at settlement. The Operator will provide daily and final box office reports, armored car pick-up and delivery service for security of monies. The Miami Beach Convention Center will also provide funding of cash banks. Provision for crime insurance. The Miami Beach Convention Center will not be liable for counterfeit money under 55,000.00. 81 Excu/potion and /ndemnification C/ause: 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 Operator 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, Lessees 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, Lessees 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, Lessees 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. 9J Ordinances and Regulations: Lessee shall comply with all applicable laws, statutes and ordinances and all rules and requirements of the City of Miami Beach. Lessee shall not admit to the premises a larger number of persons than the total number designated by the General Manager of the Convention Center (hereinafter called the "General Manager') as the seating capacity or the number that can safely and freely move about. In accordance with the City of Miami Beach Liquor Control Regulation Ordinance, any event held at the Miami Beach Convention Center which involves the consumption of alcoholic beverages must close the event no later than 5:00 A.M. on each event day. Compliance with this ordinance is mandatory. With respect to any Event at the Facility, Lessee shall comply fully with any and all local, state, and federal laws, regulations, rules, constitutional provisions, common laws, and rights of others applicable to the reproduction, display, or performance of proprietary or copyrighted materials and works of third parties (the "Works"), and to the protection of the intellectual property rights associated with such Works. The fees payable by Lessee under this Agreement do not include royalty, copyright or other payments which may be payable on behalf of third party owners of such Works, and Lessee agrees hereby to make any and all such payments to third parties and/or clearinghouse agencies as may be necessary to lawfully perform, publish, display or reproduce any such Works. Lessee specifically agrees, undertakes, and assumes the responsibility to make any and all reports to such agencies and/or parties, including specifically by way of example only (and not by way of limitation) ASCAP, BMI, SAG, SESAC, Copyright Clearance Center, and other similar agencies. Lessee agrees hereby to obtain and maintain evidence of such reports and any necessary payments, including evidence of compliance with the requirements of this paragraph. Lessee further agrees hereby to provide to GLOBAL SPECTRUM any such compliance evidence as may be requested by GLOBAL SPECTRUM in advance of or after any such Event. Lessee agrees that the obtaining and maintaining of such evidence by Lessee is a material condition of this Agreement. Lessee agrees to indemnify, defend, protect and hold harmless GLOBAL SPECTRUM, City of Miami Beach, and all other Indemnities (as that term is defined in this Agreement) of and from all and all manner of Losses arising in any way from the use by Lessee of proprietary intellectual property of third parties (whether such claims are actual or threatened) under the copyright or other laws of the United States. The foregoing indemnity shall apply regardless of the means of publication, display, or performance by Lessee, and shall include specifically and without limitation the use of recordings, audio broadcasts, video broadcasts, Works on other magnetic media, sounds or images transmitted via the worldwide web, chat rooms, web casts, or on-line service providers, satellite or cable, and all other publication, display or performance means whatsoever, whether now known or developed after the date of this Agreement. 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. 17) Artic%s 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. 72) Signs: Lessee, its agents, exhibitors, et al., shall only post signs as permitted by General Manager. 13J Sa/e of Concessions: Operator reserves, and at all times shall have the sole right to sell or give away librettos, flowers, refreshments, beverages, cigars, cigarettes, candies, sandwiches, sundries, novelties, souvenirs, programs and periodicals and to rent and sell opera glasses, umbrellas and other articles, to conduct check rooms, to control event programs and to supervise the contents thereof, to take photographs, to control or supervise radio, movie and/or television broadcasting or recording and transcription rights and equipment, and other privileges, and Lessee shal- not engage in or undertake the sale of any of the aforesaid articles or privileges, without the express written consent of Operator. All federal, state, and local laws and/or regulations related to copyright, trademarks, etc., must be complied with by the Lessee and all-exhibitors selling such items on the premises. Further, the Lessee agrees to save and completely hold harmless the City of Miami Beach and GLOBAL SPECTRUM, and to pay all costs related to any violation of the above. 141 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. 151 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. 16J Defau/t and Operatoi s Remedies: Default shall be defined as the untimely performance of any and all clauses in this Lease or in the Event Guide 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 outlined in Paragraph #17; (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) /nsurance: 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 (S 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 GLOBAL SPECTRUM as additional insured. (b) Automobile liability insurance in the amount of One Million (51,000,000.00) 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 GLOBAL SPECTRUM as additional insured. ic) Workers' compensation and employer's liability coverage as required by Florida Statute. Currently, the State of Florida requires that employers provide workmen's compensation coverage for all employees. The Statute requires coverage from the employer if they have three or more employees. The Operator requires evidence of this coverage. (d) ft is understood and agreed that all coverage provided by the Lessee are primary to any insurance orself-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. (e1 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 GLOBAL SPECTRUM by submission of an original 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. 181 Relocation of Lessee: Operator reserves the right after the execution or during the term of this Lease, at the Lessee's cost and expense, to remove the Lessee from the premises and relocate Lessee in some other space of Operator's choosing of approximately the same dimensions and size. If Lessee is removed and relocated in other space within the Building which is then leasing at a rent less than the rent of the premises at that time, Lessee's rent shall be reduced to the rent then being charged for the space in which Lessee has been relocated. Lessee, by the execution of this Lease, acknowledges the foregoing right of Operator, and no rights herein granted to Lessee, including but not limited to the right of peaceful and quiet enjoyment, shall be deemed or construed to have been breached or interfered with by reason of Operator's exercise of the rights herein reserved in this Paragraph. 191 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. 201 De/ay of Possession: In the event Operator is unable to tender possession of the leased premises because of the unauthorized holding over of any tenant or tenants or due to delays in construction or any other reason, as long as such inability continues, a per diem abatement of the rent shall be allowed to Lessee but nothing shall operate to extend the term of this lease beyond the original expiration date and said abatement of rent shall be the total limit of liability of Operator to Lessee for any losses or damages incurred by Lessee due or related to such delay in obtaining possession of the leased premises. The computation of the per diem abatement in the rent is deemed to be the liquidated and agreed damages for any delay in possession. 211 Portions of Operator's Building 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) F/oor P/an: Lessee shalt 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, 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. 24J Audits: 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. 25J Operator's Emp/ogees and Agents: Operator will not furnish any technicians, stagehands, ticket sellers, ticket takers, ushers, security guards, or any other auxiliary personnel unless otherwise expressly provided for herein under Paragraph #3. 26J 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. 27J Supply of Keys to Genera/ 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, akey 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. 28J No Box Office Bai/ment: In the handling, control, custody and keeping of receipts and funds, whether the same are received through the box office or otherwise, the Operator is acting for the accommodation and sole benefit of Lessee and that, as to such receipts and funds, the Operator shall be responsible only for gross neglect or bad faith. 29J Genera/Manager's Discretion: Any matter not expressly provided for herein shall be within the reasonable discretion of the General Manager. 30J Misce//aneous: (a) All legal proceedings arising from this lease shall be in the courts situated in Miami-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. (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 and Booking Policy as contained in "Event Guide" are hereby incorporated into this agreement by reference unless otherwise amended by separate addendum. (h) The Lessee acknowledges and understands that this contract in no way affords any rights and does not authorize any signage to be placed outside the boundaries of the Convention Center property. The Lessee must obtain all appropriate permits and licenses for off-site signage from the City of Miami Beach Building and/or Code Enforcement Department. 37) 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, which will be added to the final event settlement. ATTEST.- LESSEE.• Date By- Signature Print Name /Title ATTEST.• OPERATOR: GLOBAL SPECTRUM By.- Miami Beach Convention Centel Genera/ Manager Date F:SCON VCNTR\LKR-SALESISALES\CONTRACTICONSUMER.MC Exhibit E - 2 Standard City Form for Colony Theatre LEASE AGREEMENT THIS LEASE AGREEMENT made this ** 7~ day of March, 2005 **.by and between Global Spectrum ("Operator"), and "Lessee." Contact Promoter Name Address 1 City, State, Zip P: F: WITNESSETH: Operator manages, operates and maintains THE COLONY THEATRE, 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. That the Operator grants unto the Lessee the use and occupancy o~f THE COLONY THEATRE (Venue), upon the following terms and conditions for the. sole purpose of: "Event Name" Date Time TERMS AND CONDITIONS 1. Rent: Lessee shall pay rent to Operator without demand, together with any and all sales, use and state taxes arising or accruing during the term of the Leasehold, plus the percentages and other charges as set forth below on the following basis: The Lessee hereby covenants and agrees to pay the following minimum rentals, or such higher rentals as shall be approved by the City Commission on or before 120 days prior to the date lessee takes occupancy under this lease;. provided, however, that lessee's obligation with respect to such higher rentals shall be limited to an increase of twelve per cent (12~) over the following minimum rentals. Rent $1,800.00 (One Thousand Eight Hundred Dollars), plus House Fees and Labor E nses outlined in the event guide. 1 The Lessee is subject to the terms and conditions of this LEASE AGREEMENT. These Rental Documents comprise Lessee's obligation to rent THE COLONY THEATRE and are in full force and effect during the rental period. The Lease Agreement must be returned to the SMG office 1901 Convention Center Drive, Miami Beach, F1 33139 along with payment of a non- refundable 50$ deposit payable to THE COLONY THEATRE no less than four months (120 days) prior to event date stated on signed LOI. The signed documents and security deposit must be received no later than S:OOpm on the due date designated by the invoice or date will be automatically cancelled. The balance shall be due no'later than S:OOpm on the due date designated by the invoice or the date will be automatically cancelled. 2. should the contract be repared less than forty-five (45) days rior to the commencement of tha rental eriod, then the Rental Documents and prepaymeat a.n full must be remitted no later than 5:00 PM on the due date desi ted the invoice or the date will automatically be cancelled. Lessee accepts sole responsibility for compliance with the terms set forth in this contract. (From LOI and Venue Rider) Deposit made payable to THE COLONY TIiEATRE. By signing this contract, Lessee takes full responsibility and obligation for all rental monies and additional charges incurred for performance. Lessee is fully responsible for full rental of any cancellation for the above-mentioned date. Operator will provide Lessee with a written estimate of all charges for Services provided by Operator and may revise such estimate from time to time In the event Lessee has not com letel vacated the remises and returned said remises the contracted termination time, Operator may assess additional rent at the da~.ly rental rate as a Prevailing px~roved by the City of Mums. Beach for each day or onion thereof beyond the contracted evacuation time The Lessee is subject to the terms and conditions of this LEASE AGREEMENT. These Rental Documents comprise Lessee's obligation to rent The Colony Theatre and are in full force and effect during the rental period. Lessee accepts sole responsibility for compliance with the terms set forth in this contract. Premises and Equipment: a) This Agreement grants unto the Lessee the full use of stage, existing stage setting, stage properties, stage lights, .dressing rooms, "green room", orchestra pit, orchestra, mezzanine or balcony seats, lobby and entry ways. The Lessee shall take the premises as they are at the time of occupancy by the Lessee. In the event the Lessee finds it necessary to remove or change the location of any stage rigging, settings, curtain or equipment, the changes shall be made by the Lessee at the Lessee's expense; provided, however, that no removals or changes shall be made without prior written consent of the Theater Director. Lessee further agrees to replace and restore all said stage riggings, settings, curtains or equipment to the former location and condition in which the Lessee found them. 2 b) Lessee agrees to pay costs of repair and replacement and all damages of whatever origin or nature which may occur during the term of this agreement in order to restore the leased premises or other parts of the Operator's premises affected by the event to a condition equal to that at the time this agreement became effective. Lessee shall deposit with Operator the sum of Five Hundred dollars and no/100 ($500.00) Dollars to ensure performance of this provision or any other provision of this Lease Agreement. In the event the Lessee shall fully and faithfully comply with all of the terms, covenants, provisions, and conditions of this Lease, said security shall be set off against any rent owed to the Operator at the termination of the Lease or returned in full if all obligations are fulfilled. 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.• c) Lessee shall not injure, mar, or in any manner deface the premises or any equipment contained therein and shall not cause or permit anything to be done whereby the said premises or equipment therein shall be in any manner injured marred or defaced. Lessee further agrees it~wiil not tape items, drive or permit to be driven nails, hooks, tracks, or screws into any part of said building or equipment contained therein and will not make or allow to be made any alterations of any kind to said building or equipment contained therein. 3. Services: The Operator shall furnish air conditioning during show hours only, house lights, public address system and water by means of the appliances installed for ordinary purposes, but for no other purposes. Interruptions, delays or failures in furnishing any of the same caused by anything beyond control of the Operator-shall not be chargeable to the Operator. Operator will provide one daily cleaning of all public spaces and between show clean-up as possible for events with more than one performance on a single day. It is agreed that the operator shall provide at Lessee's sole cost and expense, ushers, floor managers, off- duty Miami Beach Police Officers, firemen as may be required by the Miami Beach Fire Department, stage crew, electricians, technicians, projectionists, sound system operator, carpenters, machine operator, and any and all help necessary for the promotion and presentation of the event. All employees and services not provided by City of Miami Beach are employees of Lessee. If additional maintenance personnel are required in excess of regular scheduling, due to Lessee' use of the Theatre, Lessee will be solely responsible for all cost relating to additional maintenance and personnel. 4. Box Office:- Operator at all times reserves the authority, power and right to control the box office, including but not limited to, ticket printing, ticket personnel and ticket sales revenue. (a) Ticketing: Operator will order the tickets/create the event through Ticket Master of Florida as exclusive in-house ticketing, distribution and reporting system. Lessee charge for said distribution will be included in "House Fees". (b) Distribution: Operator shall have the right to offer tickets for sales at all of its approved agencies (Ticket Master of Florida). Lessee may request that ticket sales privileges be extended to additional agencies, and Operator retains full and final authority to authorize such distribution approval. (c) Lessee Holds: Operator agrees to put a designated number of tickets on hold for sale by the Lessee for the purpose of season ticket holders. Lessee must notify the Operator prior to putting the event on sale in writing as to the number of specific seats to be put on hold. Held seat will not be included in final box office settlement. 3 Consignment tickets will be issued and used for trade deals or group sales only. Group sales will be required to pick-up and pay for tickets at the box office. Additionally, Lessee assumes. all responsibility for collection of funds from such approved agencies. ANY UNSOLD TICKETS CONSIGNED TO ADDITIONAL AGENCIES MUST BE RETURNED TO OPERATOR 24 HOURS BEFORE THE FIRST DAY OF THE EVENT. ANY TICKETS NOT SO RETURNED WILL BE CONSIDERED SOLD. (d) Ticket Prices: Lessee agrees that all tickets will be sold at the advertised prices. Such advertised prices shall be mutually agreed upon in writing by Lessee and Operator. Any changes in ticket prices shall require the prior written approval of Operator. The approved agency will charge applicable handling charges. {e) Operator will retain a minimum of fourteen (14) complimentary tickets for each event to be reserved for the City of Miami Beach. (f) Customer Credit: Lessee shall be responsible for the credit worthiness of its patrons. . 5. Right to Secure Box Office Receipts: Lessee covenants and agrees to pay the Operator on demand all sums due Operator for any service, accommodations or materials furnished or loaned by Operator and to authorize and permit Operator to take such sums from any box office receipts or advance receipts belonging to Lessee in an amount sufficient to secure Operator against loss in_the event Lessee fails to make such payments. Operator shall have a first lien and security interest on the box office receipts of Lessee to secure the payment of any sums due Operator from Lessee for the use of the leased premises, any accommodations, services or materials furnished or loaned by Operator, or any amounts due under this Lease. 6. 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 and/or the City. 4 7. Ordinances and Regulations: Lessee will comply with all laws, ordinances and regulations adopted or established by federal, state or local governmental agencies or bodies; and by all facility rules and regulations as provided by Operator, and Lessee will require that its agents and employees likewise comply. Lessee agrees that at all times it will conduct its activities with full regard for public safety and will observe and abide by all applicable regulations and requests by duly authorized governmental agencies responsible for public safety and by Operator to assure such safety. Operator further agrees that all portions of sidewalks, entries, doors, passages, vestibules, halls, corridors, stairways, passageways, and all ways of access to public utilities of the premises shall be kept unobstructed by the Lessee and shall not be used for any purpose other than ingress or egress to and from the premises by Lessee. Lessee also shall not use or store or permit to be used or stored in or on any part of .the Leased premises any substances or thing prohibited by law, ordinance, or standard policies of fire insurance companies operating in the State of Florida, without the permission of the Operator. Illuminating oils, candles, oil lamps, turpentine, benzene, naphtha, or other similar substances or explosives of any kind shall not be placed in or on the licensed premises. It is further agreed that no inflammable materials, such as bunting, tissue paper, crepe paper, etc., will be permitted to be used as decorations, and decorative materials unless they are treated with flame proofing and are approved by the appropriate inspector of the City of Miami Beach or Dade County, Florida, before the same are installed. In accordance with the City of Miami Beach liquor control regulation ordinance, any event held at THE COIANY THEATRE which involves the consumption of alcoholic beverages must close the event no later than 5:OOA.M. on each event day. Compliance with this ordinance is mandatory. 8. Assignment and Subletting: Lessee shall not assign, transfer, sublet or subject this agreement or its right, title or interest therein without Operator's prior written approval. 9. Powers to Vacate Premises: Operator shall retain the right to cause interruption of any performance in the interest of public safety, and to likewise cause the termination of such performance when in the judgment of the Operator such action is necessary in the interest of public safety. Should it become necessary in the judgment of the Operator to evacuate the premises because of a bomb threat or for other reasons of public safety, the Lessee will retain possession of the premises, for sufficient time to complete presentation of its activity without additional rental charge providing such time does not interfere with another building Lessee. If it is not possible to complete presentation of the activity, rental shall be forfeited, prorated, or adjusted at the discretion of the Operator based upon the situation, and the Lessee hereby waives any claim for damages or compensation from the Operator. Operator reserves the rights to make such announcements as are deemed necessary at any time in the interest of public safety. Lessee agrees that it will cooperate with the delivery of such announcements for public safety, including but not limited to, announcements to require patrons to leave their seats or to leave the premises. The Operator reserves the right to eject or cause to be ejected from the premises any person or persons causing a disturbance, and neither the Operator nor any of its officers, agents or employees shall be liable to the Lessee for• any damages that may be sustained by the Lessee through the exercise by the Operator of such right. 10. Liquidated Damages: If Lessee cancels any event, Lessee agrees to pay Operator the following amounts as liquidated damages and not as a penalty. The parties agree that such amounts constitute reasonable provision for liquidated damages: a) If Lessee cancels more than 60 days before the first scheduled day of event, one half of the rental charge shall be payable to Operator as liquidated damages. b) If Lessee cancels less than 60 days before the first scheduled day of the event or enters into any default as defined in Section 12 of this Agreement, the entire rental charge shall be payable 'to Operator as liquidated damages. c) If Lessee cancels less than 60 days before the first scheduled day of the event or enters into any default as defined in Section 12 of this Agreement, the entire rental charge shall be payable to Operator as liquidated damages. If Operator is able to rent any portion of the cancelled time a credit may be given to the canceled Lessee for recovered expenses. 11. Default and Operator's Remedies: Default shall be defined as the untimely performance of any and all clauses in this Lease or in the event guide which is incorporated by reference into this Lease. Operator Tray exercise -any and all remedies enumerated or permitted by law. Operator may hold a landlord's lien on any and all personal when Lessee is in default and Lessee expressly gives Operator permission to remove and store at Lessee's expense, any personal abandoned on the demised premises. The Lessee shall pay upon demand all Operator's expenses and costs incurred in enforcing the Lessee's obligations under this lease including but not limited to: staff and leasing agents retained by Operator, legal costs, charges and/or.expenses, including reasonable attorney's fees incurred by Operator in any pre-litigation negotiation, litigation and/or appeal 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. 12. 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 Cit of Miami Beach and as additional insureds. ~ r ~ 1_'~ b) Automobile liability insurance in the amo of One Million ($1x,•000,000.00) Dollars per occurrence to provide coverage for any caned and non-owned vehicles used by the lessee on the Facility premises, includin loading and unloading hazards. This must name the City of Miami Beach and s additional insureds. c) Workers' compensation and employer's liability coverage as required by Florida Statute. d) It is understood and agreed that all coverage's 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 Domicile 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 an 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 ivision, 1700 Convention Center Drive, Miami 'Beach, FL 33139. g) Evidence of the required insurance policies must be provided to by submission of an original 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. 13. Administrative Charges: In the event any check, bank draft or negotiable instrument given for any money payment hereunder shall be dishonored at any 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. 14. Audit: 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 operator of 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. 15. Sale of Concessions: Operator reserves, and at all times shall have the sole right to food and beverage, sundries, programs, novelties, souvenirs and periodicals and to rent and sell opera glasses, and other articles, to conduct check rooms, to control event programs and to supervise the contents thereof, to take photographs, to control or supervise radio, movie and/or television broadcasting or recording and transcription. rights and equipment, and other privileges, and Lessee shall not engage in or undertake the ,sale of any of the aforesaid articles or privileges, without the express written consent of Operator. Lessee agrees to pay to the Operator 15~ of its gross sales on programs, novelties, souvenirs, etc. 16. Right of Entry: Any duly authorized agent or agents or employees of the Operator shall have the right at any time to enter into any and all parts of the premises for the purpose of inspecting the same, making or causing to be made, necessary repairs thereto, enforcing all necessary and proper rules for the management and operation of the premises, and enforcing the Lessee's obligations hereunder. 17. Supply of Keys to Director: The Operator 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 Operator, 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 Director. In the event the Director determines it to be necessary to remove any locks which have been installed by Lessee, the Director may order such removal, the cost of which shall be borne by Lessee. 18. No Box office Bailment: In the handling, control, custody and keeping of receipts and funds, whether the same are received through the box office or otherwise, the Operator is acting for the accommodation and sole benefit of Lessee and that, as to such receipts and funds, the Operator shall be responsible only for gross neglect or bad faith. 19. Operator's Discretion: Any matter not expressly provided for herein shall be within the 7 reasonable discretion of the Operator. 20. Miscellaneous: (ay 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. (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) CHECKLIST/QUESTIONAIRE and RIDER TO VENUE CONTRACT are hereby incorporated into this agreement by reference unless otherwise amended by separate addendum. (h) All federal, state, and local laws and/or regulations related to copyright, trademarks, etc. must be complied with by the Lessee and all exhibitors selling such items on the premises. Further, the Lessee agrees to save and completely hold harmless the City of Miami Beach and Global Spectrum, and to pay all costs related to any violation of the above. (i) The lessee acknowledges and understands that this contract in no way affords any rights and does not authorize any signage to be placed outside the boundaries of the Theater property. we strongly suggest that the lessee obtains all appropriate permits and licenses for off-site signage from the City of Miami Beach Building and/or Code Enforcement Department. (j) The Lessee acknowledges and agrees that it is their sole responsibility to provide appropriate information related to the availability of seating for patrons with disabilities. Further the Lessee understands and agrees that information on such seating must be included in all promotional and advertising materials relative to this performance. 22. 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. 23. Force Mejeure: If the Facility is damaged from any cause whatsoever or if any other 8 casualty or unforeseeable cause beyond the control of Operator or Lessee, including, without limitation, acts of God, fires, floods, epidemics, quarantine restrictions, strikes, failure of public utilities, or unusually severe weather, prevents occupancy and use, or either, as granted in the Agreement, Operator is hereby released by Lessee and Lessee is hereby released by operator from any damage so caused thereby. ATTEST: Date: LESSEE: Promoter By: Signature Print Name /Title i ATTEST: OPERATOR: GLOBAL SPECTRUM Date: By: General Manager 9 Exhibit E - 3 Standard City Form for Byron Carlyle Theater LEASE AGREEMENT ` THIS LEASE AGREEMENT made this ** day of ** by and between GLOBALSPEGTRUM ("Operator"), and "Lessee." NAME COMPANY ADDRESS PHONE wITNESSETH: Operator manages, operates and maintains the BYRON CARLYLE THEATER, 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. • That the Operator grants unto the Lessee the use and occupancy of the BYRON CARLYLE THEATER (Venue), upon the following terms and conditions for the sole purpose of: EVENT NAME AND DATE TERMS AND CONDITIONS 1. Rent: Lessee shall pay rent to Operator without demand, together with any and all sales, use and state taxes arising or accruing during the term of the Leasehold, plus the percentages and other charges as set forth below on the following basis: The Lessee hereby covenants and agrees to pay the following minimum rentals, or such higher rentals as shall be approved by the City Commission on or before 120 days prior to the date lessee takes occupancy under this lease; provided, however, that lessee's obligation with respect to such higher rentals shall be limited to an increase of twelve per .cent (12$) over the following minimum rentals. Plus House and Labor Expenses. The Lessee is sx~bject to the terms and conditions of this LEASE AGREEMENT and EVENT GUIDE aad or Invoice (the "Rental Documents). These Rental Documents comprise Lessee's obligation to rent the SYRON CARLYLE THEATER and are in full force and effect during the rental period. Both Cogies of The Lease Acreement must be returned to the GLOBAL SPECTRUM office 1901 Convention Center Drive, Miami Beach, Fl 33139 along with paymeat of 1 a non-refundable 50% deposit payable to BYRODi CARLv*.'G' THEATER ao less than four months (120 days) prior to event date stated on signed LOI. • The signed documents and security deposit must be received no later than S:OOpm on the due date designated by the Lease Aarreemeat and Errant Guide and or Invoice or date will be automatically canceled. The balance shall be due no later than S:OOpm on the due date designated by the Lease Agreement and Event Guide and or Invoice or the date will be automatically cancelled. Should the contract be urenared less than forty five (45) davs nrinr 1 n *l,e nrann.e,~..e.»e..~. c ..t 4.iLC ifCY'k7L AGRSEd~iVT .or the date will sutamratically be cancelled Lessee accepts sole responsibility for compliance with the terms set forth in this contract. $( ) Security Deposit to be made payable to the BYRON CARLYLE THEATER. Sy signing this contract, Lessee takes full responsibility and obligation for all rental monies and additional charges incurred for performance. Lessee is fully responsible for full rental of any cancellation for the above-mentioned date. Operator will provide Lessee with a written estimate of all charges for Services provided by Operator aa8 may revise such estimate from time to time - 2. Premises and Eguipmeat: a) This Agreement grants unto the Lessee the full use of stage, existing stage setting., stage properties, stage lights, dressing rooms, "green room", orchestra pit, orchestra, mezzanine or balcony seats, lobby and entry ways. The Lessee shall take the premises as they are at the time of occupancy by the Lessee. In the event the Lessee finds it necessary to remove or change the location of any stage rigging, settings, curtain or equipment, the changes shall be made by the Lessee at the Lessee's expense; provided, however, that no removals or changes shall be made without prior written consent of the Theater Director. Lessee further agrees to replace and restore all said stage riggings, settings, curtains or equipment to the former location and condition in which the Lessee found them. b) Lessee agrees to pay costs of repair and replacement and all damages of whatever origin or nature which may occur during the term of this agreement in order to 2 The Lessee is subject to the terms sad conditions of this LEASE AGREEMElVR'sad ~ ~y~ and ~or INVOICE (the "Rental DocumentsA). These Rental Documents coa~rise Lessee's obligation to rent the Syron Carlyle Theater and are is full force sad effect during the rectal period. Lessee accepts sole responsibility for compliance with the terms set forth in this contract. restore the leased premises or other parts of the Operator's premises affected by the event to a condition equal to that at the time this agreement became effective. Lessee shall deposit with Operator the sum of Five Hundred dollars and no/100 ($500.00) Dollars to ensure performance of this provision or any other provision of this Lease Agreement. In the event the Lessee shall fully and faithfully comply with all of the terms, covenants, provisions, and conditions of this Lease, said security shall be set off against any rent owed to the Operator at the termination of the Lease or returned in full if all obligations are fulfilled. 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. c) Lessee shall not injure, mar, or in any manner deface the premises or any equipment contained therein and shall not cause or permit anything to be done whereby the said premises or equipment therein shall be in any manner injured marred or defaced. Lessee further agrees it will not tape items, drive or permit to be driven nails, hooks, tracks, or screws into any part of said building or equipment contained therein and will not make or allow to be made any alterations of any kind to said building or equipment contained therein. 3. Services: The Operator shall furnish air conditioning during show hours only, house lights, public address system and water by means of the appliances installed for ordinary purposes, but for no other purposes. Interruptions, delays or failures in furnishing any of the same caused by anything beyond control of the Operator shall not be chargeable to the Operator. Operator will provide one daily cleaning of all public spaces and between show cleanups as possible for events with more than one performance on a single day. It is agreed that the operator shall provide at Lessee's sole cost and expense, ushers, floor managers, off- duty Miami Beach Police Officers, firemen as may be required by the Miami Beach Fire Department, stage crew, electricians, technicians, projectionists, sound system operator, carpenters, machine operator, and any and all help necessary for the promotion and presentation of the event. All employees and services not provided by City of Miami Beach are employees of Lessee. If additional maintenance personnel are required in excess of regular scheduling, due to Lessee' use of the Theater, Lessee will be solely responsible for all cost relating to additional maintenance and personnel. 4. Box Office: Operator at all times reserves the authority, power and right to control the box office, including but not limited to, ticket printing, ticket personnel and ticket sales revenue. (a) Ticketing: Operator will order the tickets/create the event through TicketMaster of Florida as exclusive in-house ticketing, distribution and reporting system. Lessee charge for said distribution will be included in "House Fees". The Theater Box-Office must retain a minimum of 50 tickets for each performance. (b) Distribution: Operator shall have the right to offer tickets for sales at all of its approved agencies (TicketMaster of Florida). Lessee may request that ticket sales privileges be extended to additional agencies, and Operator retains full and final authority to authorize such distribution approval. (c) Lessee Holds: Operator agrees to put a number of tickets on hold for sale by the Lessee for the purpose of season ticket holders. Lessee must notify the Operator prior to putting the event on sale in writing as to the number of specific seats to be put on hold. Held seat will not be included in final box office settlement. Consignment tickets will be issued and used for trade deals or group sales only. Group sales will be required to pick-up and pay for tickets at the box office. Additionally, Lessee assumes all responsibility for collection of funds from such approved agencies. ANY UNSOLD TSCKETS CONSIGNED TO ADDITIONAL AGENC2ES MUST BE 3 RETURNED TO OPERATOR 24 HOURS BEFORE TEE FIRST DAY OF TRB EVENT, ANY TICIQ+TS NOT SO RETURNED wILL SE CONSIDERED SOLD. (d) Tic]c®t Prices: Lessee agrees that all tickets will be sold at the advertised prices. Such advertised prices shall be mutually agreed upon in writing by Lessee and Operator. Any changes in ticket prices shall require the prior written approval of Operator. The approved agency will charge applicable handling charges. {e} Operator will retain a minimum of fourteen (14) complimentary tickets for each event to be reserved for the City of Miami Beach until one (1) hour before advertised time of show. . {f) Customer Credit: Lessee shall be responsible for the credit worthiness of its patrons . 5. Right to Secure Box Office Receipts: Lessee covenants and agrees to pay the Operator on demand all sums due Operator for any service, accommodations or materials furnished or loaned by Operator and to authorize and permit Operator to take such sums from any box office receipts or advance receipts belonging to Lessee in an amount sufficient to secure Operator against loss in the event Lessee fails to make such payments. Operator shall have.a first lien and security interest on the box office receipts of Lessee to secure the paxment of any sums due Operator from Lessee for the use of the leased premises, any accommodations, services or materials furnished or.loaned by Operator, or any amounts due under this Lease. 6. Exculpation and Iademaificatioa 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 and/or the City. 7. Ordinances and Regulations: Lessee will comply with all laws, ordinances and regulations adopted or established by federal, state or local governmental agencies or bodies; and by all facility rules and regulations as provided by Operator, and Lessee will require that its agents and employees likewise comply. Lessee agrees that at all times it will conduct its activities with full regard for public safety and will observe and abide by all applicable regulations and requests by duly authorized governmental agencies responsible for public safety and by Operator to assure such safety. Operator further agrees that all portions of sidewalks, entries, doors, passages, vestibules, halls, corridors, stairways, passageways, and all ways of access to public utilities of the premises shall be kept unobstructed by the Lessee and shall not be used for any purpose other than ingress or egress to and from the premises by Lessee. Lessee also 4 shall not use or store or permit to be used or stored in or on any part of the Leased premises any substances or thing prohibited by law, ordinance, or standard policies of fire insurance companies operating in the State of Florida, without the permission of the Operator. Illuminating oils, candles, oil lamps, turpentine,' benzene, naphtha, or other similar substances or explosives of any kind shall not be placed in or on the licensed premises. It is further agreed that no inflammable materials, such as bunting,~tissue paper, crepe paper, etc., will be permitted to be used as decorations, and decorative materials unless they are treated with flameproofing and are approved by the appropriate inspector of the City of Miami. Beach or Dade County, Florida, before the same are installed. In accordance with the City of Miami .Beach liquor control regulation ordinance, any event held at the Byron Carlyle Theater which involves the consumption of alcoholic beverages must close the event no later than S:OOA.M. on each event day. Compliance with this ordinance is mandatory 8. Assiyameat aad Sublettiag: Lessee shall not assign, transfer, sublet or subject this agreement or its right, title or interest therein without Operator's prior written approval. 9. Pourers to vacate Premises: Operator shall retain the right to cause interruption of any performance in the interest of public safety, and to likewise cause the termination of such performance when in the judgment of the Operator such action is necessary in the interest of public safety. Should it become necessary in the judgment of the Operator to evacuate the premises because of a bomb threat or for other reasons of public safety, the Lessee will retain possession of the premises, for sufficient time to complete presentation of its activity without additional rental charge providing such time does not interfere with another building Lessee. If it is not possible to complete presentation of the activity, rental shall be forfeited, prorated, or adjusted at the discretion of the Operator based .upon the situation, and the Lessee hereby waives any claim for damages or compensation from the Operator. Operator reserves the rights to make such announcements as are deemed necessary at any time in the interest of public safety. Lessee agrees that it will cooperate with the delivery of such announcements for public safety, including but not limited to, announcements to require patrons to leave their seats or to leave the premises. The Operator reserves the right to eject or cause to be ejected from the premises any person or persons causing a disturbance, and neither the Operator nor any of its officers, agents or employees shall be liable to the Lessee for any damages that may be sustained by the Lessee through the exercise by the Operator of such right. 10. Liquidated Damages: If Lessee cancels any event, Lessee agrees to pay Operator the following amounts as liquidated damages and not as a penalty. The parties agree that such amounts constitute reasonable provision .for liquidated damages• a) If Lessee cancels more than 60 days before the first scheduled day of event, one half of the rental charge shall be payable to Operator as liquidated damages. b) If Lessee cancels less than 60 days before the first scheduled day of the event or enters into any default as defined in Section 12 of this Agreement, the entire rental charge shall be payable to Operator as liquidated damages. c) If Lessee cancels less than 60 days before the first scheduled day of the event or enters into any default as defined in Section 12 of this Agreement, the entire rental charge shall be payable to Operator as liquidated damages. If Operator is able to rent any portion of the cancelled time a credit may be given to the canceled Lessee for recovered expenses. 11. Default and Operator's Remedies: Default shall be defined as the untimely performance of any and all clauses in this Lease or in the event guide which is incorporated by reference into this Lease. Operator may exercise any and 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. 5 The Lessee shall pay upon demand all Operator's expenses and Costs incurred in enforcing the Lessee's obligations under this lease including but not limited to: staff and leasing agents retained by Operator, legal costs, charges and/or expenses, including reasonable attorney's fees incurred by Operator in any pre-litigation negotiation, litigation and/or appeal 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. 1Z. =asuraace: 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 GLOBAL SPECTRUM as additional insureds. 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 GLOBAL SPECTRUM as additional insureds. c) Workers' compensation and employer's liability coverage as required by Florida Statute. d) It is understood and agreed that all coverages 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 Domicile 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. q) Evidence of the required insurance nolic~;psx tm,cr ho ...-....;aea ~., r+rne~wr e.........,....... L__ 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. 13. Admiaistrative Charges: In the event any check, bank draft or negotiable instrument given for any money payment hereunder shall be dishonored at any 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 6 each such check. 14. Audit: 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 operator of 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.. 15. Sale of Concessioas: Operator reserves, and at all times shall have•the sole right to food and beverage, sundries, programs, novelties, souvenirs and periodicals and to rent and sell opera glasses, and other articles, to conduct check rooms, to control event programs and to supervise the contents thereof, to take photographs, to control or supervise radio, movie and/or television broadcasting or recording and transcription rights and equipment, and other privileges, and Lessee shall not engage in or undertake the• sale of any of the aforesaid articles or privileges, without the express written consent of Operator . Lessee agrees to pay to the Operator 15% of its gross sates on programs, novelties, souvenirs, etc. 16. Right of Entry: Any duly authorized agent'or agents or employees of the Operator shall have the right at any time to enter into any and all parts of the premises for the purpose of inspecting the same, making or causing to be made, necessary repairs thereto, enforcing all necessary and proper rules for the management and operation of the premises, and enforcing the Lessee's obligations hereunder. . 17. Supply of Keys to Director: The Operator 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 Operator, 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 Director. In the event the Director determines it to be necessary to remove any locks which have been installed by Lessee, the Director may order such removal, the cost of which shall be borne by Lessee. 18. No Sox office Bailment: In the handling, control, custody and keeping of receipts and funds, whether the same are received through the box office or otherwise, the Operator is acting for the accommodation and sole benefit of Lessee and that, as to such receipts and funds, the Operator shall be responsible only for gross neglect or bad faith. 19. Operator's Discretion: Any matter not expressly provided for herein shall be within the reasonable discretion of the Operator. 20. 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. ' (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. 7 EXHIBIT "F" MINIMUM FACILITIES MAINTENANCE STANDARDS Miami Beach Convention Center, Colony Theater and Byron Carlyle Theater Facility Maintenance Criteria . City of Miami Beach -Public Works Department . Page 1 of 4 Purpose: a. To protect the investment the City of Miami Beach has in the facilities being contracted to private interest for operation. b. To provide general criteria as to maintenance expectations of the City of Miami Beach with regards to the operation of the Miami Beach .Convention Center, Colony and Byron Carlyle theaters. 2. a. The .Contractor will provide to the City_ of Miami Beach a comprehensive maintenance plan with defined pertormance measures which will include a schedule of inspections,' testing, renewal ~ and replacement and reporting. Attachment A is provided as an example. b. The Contractor will use a computerized maintenance management system (CMMS) to schedule, track and report maintenance activities. A_ detailed maintenance report will be submitted on a monthly basis to the Property Management Division Director. A preven#ive maintenance schedule will be provided to the Property Management Director at the beginning of each month reflecting the schedule for the coming month. 3. The City conducts faality assessments through VFA, Inc. which lists the maintenance discrepancies for each individual facility. VFA assessments reports for the Convention Center, Colony Theater and Byron Carlyle Theater are listed in Attachment B 4. Major facility Systems: Each facility consists of the building structure • and the systems. The following is a list of major facility systems that require maintenance programs and scheduled services: a. Structural Integrity • Roof systems • Walls and Partitions • Ceilings • Floor Surfaces and Coverings • Doors and Moving partitions • Windows (Internal and External) b. Facility Systems • Heating, Ventilation and Air Conditioning • Electrical infrastructure • Plumbing infrastructure • Lighting Systems • Elevators and Escalators • Sound Systems • Alarm Systems Miami Beach Convention Cen#er, Colony Theater and Byron Carlyle Theater Facility Maintenance Criteria City of Miami Beach -Public Works Department Page 2 of 4 • Low and High Pressure Air 5. Roof Systems a. An inspection schedule will be developed to inspect roof systems to ensure soundness, determine wear and to identify any defects that could expand into major deficiencies that could adversely affect the integrity and durability of the roof system and allow water intrusion. b. All roof repairs will be made by .a licensed roofing contractor using materials approved by the South Florida Building Code. 6. Walls and Partitions a. The interior walls of the facilities will be maintained without holes, chips or scarring. Painted surfaces will be renewed as needed but at least a minimum of every three (3) years. Holes in drywall surfaces will be repaired using industry standard patching materials. b. Paint Specifications -Interior surfaces will be painted using Interior Latex Satin Paint. Exterior surfaces will be painted using Exterior Latex Satin Paint. c. Exterior walls will be maintained with holes, chips or scarring. ~ Any exterior modifications such as the mounting of awnings, brackets, poles or other items will be pre-approved by the City. Exterior surfaces will be painted a minimum of every five (5) years. d. An inspection schedule will be developed to inspect the exterior of the facility and determine the proper interval for painting. 7. Doors and Movable Partitions a. An inspection schedule will be developed to inspect all internal doors to ensure proper operation and the condition of the associated hardware. b. An inspection schedule will be developed to inspect all exterior doors to ensure proper operation and the condition of associated hardware. All gaskets and other types of seals will be inspected and replaced in situations where the door does not provide a proper seal from the outside. c. An inspection schedule will be developed to inspect all partitions to ensure proper operation and that all hardware associated with the partitions is functioning properly. Miami Beach Convention Center, Colony Theater and Byron Carlyle Theater _ Facility Maintenance Criteria City of Miami Beach -Public Works Department Page 3 of 4 8. Floor Surfaces and Coverings a. Floor surfaces such as concrete, the or other masonry coverings shall be clean, stain free, without cracks, chips or other damage. Minor repairs to such surfaces shall be made using City approved materials. b. An inspection schedule will be developed to inspect Floor surfaces that are carpeted shall be stain free and will not have visible wear and tear. Repairs to carpets shall use the same fabric grade, same design and color. The contractor shall provide the City with a carpet replacement schedule. 9. Windows a. An inspection schedule will be developed to inspect all intemal windows to ensure proper operation and the condition-of the glass and associated hardware. b. An inspection schedule will be developed'to inspect all exterior windows to ensure proper operation and the condition of the glass and associated hardware. All gaskets and other types of seals will be inspected and replaced in situations where the door does not provide a proper seal from the outside. c. Broken windows, both intemal and external will be replaced within 24 hours of discovery or notification of broken panes. 10. Heating, ventilation and Cooling a. Heating, ventilation and cooling systems will be inspected and serviced in accordance with the manufacturer's specifications. A schedule of service and inspection will be provided to the City. b. Records of service, filter changes and modifications will be maintained by the Contractor and provided to the City in the form of monthly maintenance reports. 11. Electrical Systems a. The Contractor will ensure the proper use and maintenance of the facility electrical infrastructure. This will include periodic testing of circuits and circuit breakers to ensure proper operation. All circuit breakers will be torque annually. 12. Plumbing a. The Contractor will ensure the proper maintenance of all piping, kitchen and restroom fixtures and all drainage infrastructure within the facilities. b. A schedule will be developed by the Contractor for periodic flushing of systems and monitoring of water pressures both in the service areas and the fire system Miami Beach Convention Center, Colony Theater and Byron Carlyle Theater Facility Maintenance Criteria City of Miami Beach -Public Works Department Page4of4 c. A schedule will be developed by the Contractor for the periodic inspection for proper operation of all backfiow devices 13. Lighting a. The Contractor will develop and lighting maintenance plan. The plan will a testing program to ensure proper fighting is provided. Bumed out lights will be replaced within 24 hours and replacement bulbs will meet the manufacture's specification for that particular fixture. Energy saving bulbs will be'used when . and where ever possible. b. A schedule will be developed by the Contractor for the periodic inspection and testing of emergency lighting systems. 14. Elevators and Escalators a. All elevators and escalators will be maintained in accordance with the manufacture's specifications and Florida State Building Code. Contractual agreements for service or repair wilt be provided to the City upon execution. b. Copies of all maintenance, certifications and inspections will be provided to the Property Management Division Director. F:11nfo\SALLWIax\TCD\MBCC\2008 MBCC Maintenace Criteria.doc V ~~ Asset Detail Report by Asset Name Region: ALL REGIONS Campns: City of Miami Beach STATISTICS Asset Name: Miami Beach Convention Center AssetNpmber. 17 FCI Cost: 20,296,490 FCL• 0.06 Cnrreat Rephtcement Vaitle Size Year Coffitructed Year Renovated Commission Date Deeommiasioa Date - 331,156,993 1,200,000 SF 1960 1989 Q6/OU19ti0 Address 1 Address 2 City Stale/Province/Regioa T~pJPoatal Code Architect Historical Category Construction Type Use 1901 Convention Center Drive FL 33139 Horace J. Batiste Nonc FHC -Type lA Other special facilifies Ownership City Owned Floors 3 ~'Pe Building PHOTO •Primaty Photo 0 ASSET DESCRIPTION ARCHITECTURAL The Miami Beach Convention Center is a 1 million two hundred thousand square foot convention center and exhibit hall facility located downtown Miaati Beach at 1901 Convention Center Drive, Miami Beach, Florida. The center is built on approximately seven city blocks of city awned land. The modem designed looking facility was officially opened in, 1955 with halls C and D. In 1989 a $92 million expansion doubled the size of the facility to the present size. The 1989 expansion completed halls A and B along with other special and modernization needs. The expansion at the east elevations increased the overall square footage by approximately 600 thousand square feet. Three additional streets border the convention center site, Dade Boulevard to the north, Hank Meyer Boulevard to the south and Washington Avenue to the east. A large city owned parking lot is directly across from the convention center site. Other civic facilities such as Miami Beach City Hall and the Theatre of the Performing Atts are located one block to the southwest and one block to the south of the conventon center respectively, The site surrounding the east and west contain urban tropical landscaping. The convention center are bordered by concrete pedestrian sidewalks and curb ramps that lead to the. renovated two entrances lobbies and exhibit halls A thnt D. Deliveries for the convention center are along the 20 plus dock locations AB coact in USD. Copyright ®1998 2008 VFA, [nc. All rights reserved. Sep 11, 2008 Page lof 4 ~F~ AssetDettarail Report by Asset Name at Uve north and south of the fact7fty. The pedestrian entrances to the ground level eishibit halls are fram Convention Center Drive and Washington / Avenue. The area surrounding the convention center is modau urban commercial and residential buildings. The ground levd, large padting lot is also adjacent to the south high density conurvdcial area on Hank Meyer Boulevard. An urban pedestriap mall prornenede exists two blocks away on Lincoln Road that provide pedestrian flow in the wnvdvti~ center area from adjacdvt rwmritdcial areas. Parking stalls dedicated to persons with handicap disabilities are located at tive parking lot at the ground level and provide direct access to the c~vention oonter. The ground lend or 13xhibit Halls Level is comprised of three main entrances and lobbies, for ball A then D, and provides access W the secorvd sad third levels via escalators and devators. The furl floor exhtbit level is comprised primarily of registrations space. The eainbit level siso bas many flexible large aml small meetuvg rooms rivet can be rearranged into a large or small space. The exhibit level is supported by multiple rsstrooms, kitchen and dining stations, electrical, medvattical attd loading docks. The secend floor level floor spaces anus along the east and west devations of the corvvenlion center facility with a service corridor bridging the center. The second floor level is comprised primarily of lobby space, meeting rooms, maim sdvico comdors, support offices and food and beverage stations. The Second floor spar running along the east elevation is a combination ofadminfstiatioa office spar in the northeast gvtadrrmt for the food advice camparvy, mating rooms and lwardrooms, kitchen and food advice areas, and storage and utility spaces. The second fkvor west elevation is a continuation of the convention cdvoers various sized and adjustable meeting rooms. The socond floor level timt runs along the west elevation has meeting rooms, lobby space and storage and utility spaces. The third floor level is the advtrinisnatioa area along the west devation side and a pedestrian bridge at the center connecting hall A and B with halls C and D. This level houses offices and reshoom facilities fbr SMG, the convention center administrative managers, along with public testrooms and contxsdon areas. In addition to the exhibit halls convention spaces, several mechanical and electacd equipment support areas last thrtr out the convention center. O The substiuchue for both the north and sout(r expansions is conshvcted of reinforced cast-in place concrete slap and pad footings with a series reinforced cast ii-place concrete foundarion walls that make-up the oontinuati~ of tlu network of above grade service and utility corridors that support the convention center. The floor sttucdae in ttvo service corridor is ~ devated concrete slab on grade. The superstructure is compared of a long span designed aced frame construction. The sled flaming consists of beams and joists that support concrete filled metal floor decks and nvetnl roof decks at the exhibit halls. The roof is a flat, slightly sloped metal deck covered with rigid roof insulation, a SBS Modified Bitumen System assembly wide a white granular cap slveeL. Roof drainage is accomplished via surface roof drains to interval rain leaders. Roof access is provided throirph the original building adminishative office area via a service door.. Exteror windows are aluminum sash frame assembly consisting of fixed pane tinted and insulated glazing. Exterior entrance doors are an aluminum system with pull hardware. Exit and utility doors are a painted insulated metal panel and frame assembly. Overhead doors are painted metal roll-up assemblies with motorized controls. Aceorl'mg to the 2004 Floada Building Code, the convention center is classified primarily at Assembly Group A Occupancy (A-3). According to the 2004 Florida Banding Code, the Miami Beach Convention Hall appears to be consistint with noncombustible Constrtretion Type IA. Accessibility was evaluated based on the 2002 amended Americans with Disabilities Act (ADAAG) and the State of Flbrida 2004 Accessibility Standards. With the excepfion of the emergency communications in each of the passenger elevate cabs and level type door hardware, the fircility is generally fully accessible. There are twenty two enclosed fire rated stairwells within the convention center, which provide egress from all upper levels to the exterior sidewalk grade or exhibit hall level. Fight stairs extend to the exhibit hall level from the second and third levels and provide egress to the levd of exit discharge then the 6a1L Vertical transportation in the convention center expansions consists of six passengd elevators with load capacities ranging firm 2,500 lbs. to 3,500 lbs. each and four freight elevators with load capacities of 6,000 lbs. and 20,000 lbs. All passenger and freight elevator; serve the three levels of the i ~ convention center with the exception of tbree passenger which serves the th'u•d floor level and the administrative offices on the second floor level and level v 2.5 in Ure cents pedestrian bridge of the facility. In addition to elevators, the vertical transportation also consists of sixteen escalators within the AN cosh ie USD. Copyright ®1998-2008 VFA, Inc. All tights reserved. Sep 11, 2008 Page 2of 4 V ~~ Asset Detail Report by Asset Name ceavention center. The escalators locaflona are six on the west elevation side, eight at the east elevation side and two at the aatetrpod area, i InteHor finishes of the c~vention center, whidr include txipet file flowing, painted gypsum wallboard and vinyl wail covering, 2-foot x 2-foot acartaticai h'le ceilings in a sospended grid syeeem in the meeting rooms and board room arras. Administrative office area finishes generally consist of carpet the floerirrg, painted gypsum wallboard walls, and 2-foot x 2-foot acoustical file ceilings in a suspended grid system. Comdor finishes are primarily carpet -tilq painted gypsum wgllboard and painted ceiling materials. Exhibit halls are primarily P~~ BYp~m wallboard. painted overhead structural steel and seated ooncxete floor surfaces Interior doors are wood doors with a painted finished veneer set in painted meml frames within office arras. Painted hollow meW panel and frame assemblies are within the storage, electrical and mechanical areas, equipment areas, meeting areas sqd exhibit halls. Some does witbin the convention center are equpped with lever type accessible hardware. The pnirrted met>f15re aeparatiarr door assemblies within the corridors contain aninety-mirmte ratng and are equipped with egress hardware. The painted metal stairwell door assemblies carry the same . ninety-minute rating and contain pane ggrsss Restrooms were mostly rarovated snd updated to crment standards including ADA ~. Restroom finishes consist of cxxamic tits floors, ceramic wall tr7e and acoustical plaster ceilings. Fixtures ors of whi0e porcelain with sutoaratc sensor activated flashers and faucets. Some urinals are upgraded to environntdrtally serfs units that use m water. Toilet nisi! partitions consist of floor mounted plastic color cemposite panel assemblies. Doom are painted pre-Strished panel and fiarbe asscm6lies with push/pull hardware. REQIIIREMENTS Action Regniremeat Name Prime System Category Priority Date (~ Aged Exterior Doors 82030-Exterior Doors Life Safety 1- Curnntly Critical 05/142007 840,811 O Cln'lles: Re{rlace ~ End of Useful Life D3030-Cooling Gweratng Systems Reliability 3-Necessary -Not Yet Critical 65/16/2009 1,143,794 Damaged Concrete Dock Edge A-Subshucdue Reliability 2- Potentally (~itcal 05/15/2008 215,892 3-Necessary -Not Yet Damaged Gypsum Board C3030-Ceiling Finishes Appearance CriUeal 05/15/2009 534,874 Deterjorated Aceustcal 3-Necessary -Not Yet Ceiling Tile C3030-Ce~7ing Finishes Appearance Critcal 05/142009 568,282 Deteriorated Expansion Joints BIO-Superstructure Beyond Useful Life 1- Cunsntly Critcat 05/152007 293,075 Deteriontted Folding Panitons C1010-Patttons Beyond Usei~tl Life 1- CurredUy Critical 05/162007 4,579,347 Deteriorated Glass Fiber Roofing Panels B30-Roofing Beyond Useful Life 1-Currently Cridca[ 05/162007 102,922 Deteriorated Roof Access Ladders B30-Roofing Modemizatfon 2- Potentally Critical 05/142008 42,484 Deteriorated Single Ply Roofing B30-Roofing Reliability 1-Currently Crtcal 05/16/2007 4,922 Deteriorated Slab Sections A-Substmcdue Reliability 4- Recommended OS/ls/2016 293,297 Egress Pathways: B1015-Exterior Stairs Obstructed and Fite Escapes Life Safety 1-Currently Critcal 05/172007 2,550 , Jl Electrical Miscellaneous; Missing covers, Blocked D5010.Electrical Service and 3-Necessary -Not Yet Panels, etc. Distribution Building Code Critical 05117!2009 8,694 AH rnstc in USD. Copyright ®1998-2008 VFA, Inc. All rights reserved. Sep 11, 2008 Page 3of 4 v~~ Asset Detail Report by Asset Name J Actlon _.J ~~meat Nane Prlme Syaten Category Priority Date Coat Electrical Service and D5010.Eledrical Distribution: Floor Pockets Service and Worn/Rusted Disfnbution Integrity 2- Potentially Critical 05/17/2008 401,904 D5092-Bmergency Exit Signs: I,aclring a Light and Power Obatnkted Systems Life Safety 1-Currently Critical 05/17@007 19,231 Exterior Stair Nosing - Slippery C20-Stairs Beyond Useful Life 2- Pota-tially (~itical 05/17/2008 111,813 Fire Alarm System: D5030-Caarmunicatioaa Devices Lacking and Security Beyond Useful Life 1-Currently Critical 05/17/2007 29,875 HVAC Rooftop Package D3040-Distn'bution Unit: End of Service Life Systeau Reliability 2- Patenturlty Critical 05/15/2008 1,803,186 Lighting and Branch Wiring: Exterior Lighting D5020-Lighting and 3-Necessary -Not Yet Lacking Branch Wiring Security t~itical 05/17/2009 35,031 Non Compliant - 3-Necessary -Not Yet k3ardwars-ADA 82030-Exterior I)oars Accessibility Critical OS/1G/2009 1,028,531 Non Compliant Interior Fin Doors CI010.Paztifiona Life Safety 1- Cuaently Critical 05/16/2007 163,842 Sidewalk Expansion joint - 3-Necessary -Not Yet O Improper B2010.Fxterior Walks Modernization Critical OS/I7/2009 26,919 Waterproof Exterior B2010.Exterior Walls Reliability 2-Potentially Critical 05/14/2008 8,045,215 Total 20,296,491 AU costs Ix IISD. Copyright ®1998-2008 VFA, Inc. All rights reserved. Sep 11, 2008 Page 4of 4 V FA by Asset Name \~ 0 Region: ALL REGIONS Campus: City of 1~Gami Beach Asset Name: Colony Theater Asset Number. 19 Asset Detail Report STATISTICS FCI Cost; 41,033 FC`I: 0.01 Carrent Replacement Value 4,601,482 Sire 28,000 SF Year Consfracted 1932 Year Renovated 2006 Commiasioa Date - Decommission Dah - Oauership City Owned Floors 4 Type Building Address 1 Address 2 City State/ProvinceJRegton 7.~p/PaaW Code Arcbttect Histor[cal Category Coastnctlon Type Use 1040 Lincoln Road Miami Beach FL 33139 On Register FBC -Type 2A Assembly (Auditorium, Theater) PHOTO ASSET DESCRIPTION ARCHITECI'[JRAL Exterior View The Miami Beach Coloay Theater Building is located at 1040 Lincoln Road, Miami Beach, Florida. This four-story structure was built in 1932 and underwear a major renovation and addition which was completed in 2006. The newly reopeaed building has approximately 28,000 SF of space. Spaces include a theater with seating capacity for 455 parsons, office space, lobby, restrooms, dressing rooms, fast floor Cafe and utility spaces. Per the Florida Building Code, the building is classified as a mixed occupancy including Assembly Occupancy, Use Group A and Business Occupancy, Group B, and Construction Type IiA. STRUCTURE SUBSTRUCTURE: The substructure though not fully visible appears io consist ofcast-in place concrete foundation walls with linear and spread footings under load bearing walls and columns. AU tom lee USD. Copyright O 1998-2008 VFA, Inc. All rights reserved Sep 11, 2008 Page lof 4 v ~~, Asset Detail Report - by Asset Name ~1 SUPERS'I'Ri:I(.TURE: The ~xucdme consists of rtinforced cast-in-place concr~e cohmu~s, beams and floors. The mof system consists of open web steel ~ bar joists with stcel decking supported by exterior walls. BUILDING EXTERIOR EXTBRIOR WALLS: The exterior walls consist of concrete masonry units (CMLI) with gaintod cement finishes end Ceramic tile. EXTERIOR WINDOWS: The windows are part of the main entrance storefront systems and consist of ahrminr®fi` arced, Sxed type units with son-insulating impact resistant glazing. Other exterior windows consist of aluminum flamed, fixed type units wi9t impact resistant glazing. EXTBRIOR DOORS: The maip enttattce doors consist of aluminum fully glazed storefront type units with panic hardware. Secondary exterior doors consist of painted metal units in metal flames wig combination lever aadpanic-type hardware. The building is equipped with t~bo steel ovadtead roll doors. ROOFING: The main semi flat roof assembly of ~e building consists of a multiply bitumen system. The lower sloped rvo~ateas near tlae main enhance to the building c~sist of terracotta h1e. Storm wale drainage consists of coal drains with internal leaders and higber cnergency roof drairra with internal leaders that discharge at grade. BUII.DING INTERIOR PARTITIONS: Interior walls consist of steel studs with gypsum wallboard, cast-in place reinforced concrete and concrete masonry units. INTERIOR DOORS: Interior doors consist of a rwmbinatioa of steel and wood units set in both metal and wood flames. with panic, lever and !mob-type hardware. Custom polished metal finishes exist on the main lobby interior doors. WALL FINISHES: Interior wail finishes primarily consist of paint on gypsum and or plaster. The theater walls are covered with fabric. Reshooms utilize ceramic file wall covering. FLOOR FINISHES: The floor finishes consist primarily of vinyl composition tile, tenazrA and carpet. The restrooma utilize ceramic file floor covering and vinyl sheeting. CEILING FINISHES: The ceiling systems consist of paint on gypsum board, two by two and two by four foot acoustical ceiling tiles in a suspension grid. CONVEYII3G: The building is expdpped with one hydraulic elevator serving the rrar floor floors of the building behind the theater The building is equipped with a 495 pound rated wheel chair lixl which serves the strmt level to the first floor level which provides access to the elevator. BUILDING PERIMETER SITEWORK Exterior pedestrian paved surfaces consist ofcast-in-place concrete walkways on the north and west sides of the building, bituminous concrete on the south side of the building and is connected to a building via a fire wail on the east side of the building. I;ANDICAP PARKING: Accessible parking, route and entrance are provided for this building. ELECTRICAL Electrical Service The Building is supplied underground electrically from a on-site FP&L (Florida Power & Light) utility transformer vault ,rated at 120!240 volts, 3 phase 4 wires. Electrical Distribution U The Main switchboazd is rated at 1200 amps, and feeds general utility, motor control, lighting and mechanical loads. Branch circuit panelboards are located at each level. A/! costs in USD. Copyright ®1998-2008 VFA, Inc. Ali rights reserved. Sep l 1, 2008 Page 2of 4 v ~,/~, Asset Detail Report by Asset Name ~ 1 Emergency Power G,~~ _ Site visit indicated them was no emergency power. Emergency Lighting Exit signs in the baildmg are comprised of LED type units. Emergency lighting is provided by battery Powered light packs. Fire Alavn System , The base butldm' g has an Addreessbk 5re alazm system. There are smoke acrd heat ddectots with pull etatio~ns for system irritiatioir. llrere arc haws, end strobes for notification purposes. Alarm system has two battery powered backup systems. ~>~ This building has various lighting factures throughout the facility. The majority of the lightvtg is ere T8 fluort fixdtres with electronic ballasts. Fiahrros are a mixture of 2x4 and 1x4 recessed, surface or wall mounted types Stage fighting is controlled by a Sensor Dimming System. The exterior bur7ding site and walkway lighting also consists of various types of lighting. Fixtures are a mixture of incandescent, meW halide sAd compact fluorescent fixtures. Other Elecmcal Systems The buildwghas aradio/public address system throughouk The majority of the telephoneldata wiring and telephoae/data connections in the building are recent cabling. ~_:~ IiVAC The building is cooled by multiple split system condensing units end package units that are at roof level. Conditrpned air is distributed by ductowrlc throughout the 1st and 2nd floor sad is comprised of steel ductwork and includes diffuses and return grilles. Return air provisions arc accomplished through central returns and located in areas that inchrde hallways and other common spaces. Fresh air is mixed with the return air in each of the air handling units. General building exhaust and toilet exhaust is accomplished by restroom exhaust fans on the roof. Control for the HVAC equipment is provided by a predominantly with digital thermostats for each cooling unik PLUMBING Site visit did not reveal any natural gas distribution. Domestic water for the building is supplied by the local municipal water supply system arid enters the rear of the building through a 2 inch GI pipe. A 240v electric hot water heater and a gas fired hot water heater combine for about 97 gallons of capacity for domestic hot water. The building has public and private restroom facilities on each floor. The public reskooms are generally ADAAG compliant and the firajority do have water conserving fixtures. The restrooms are typically provided with floor-mounted water closets and wall-mounted urinals. Rest room factures are predominately vitreous china water closets and urinals with porcelain sinks and chrome over brass fixtures. Lavatory drain piping for the building is primarily chromed brass. The sanitary sewer piping is hub cast iron with some no hub cast ifon, that is connected to the municipal sewer system. Storm water is removed from the building roof by internal roof drains equipped with cast iron risers connected to the site /l storm water removal system. _t AB cesa~ in USD. Copyright ®1998-201)8 VFA, Inc. All rights reserved Sep 11, 2008 P9ge 3of 4 Activi 1 Trade Estimated Hours Materiai List Task PM Schedule: CC-AH-VIS-QUAD-B (4) Check unit operation and condition Check fitters, drain pans, and belts Task Check for leaks Activl 1 Trade Estimated Hours Material List Task CC-AH50 PM Schedule: CC-AH V1S-QUAD-B (5) Material List Change prefiiters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease~bearings Activi 1 Trade ' Estimated Hours 'Material List Task ;~ entl4s~~,s ,fie ; CC-AH43 1--~ a ~ - _ {~ CC-AH45 CC-AH46 PM Schedule:. CC AH-QUAD-B (6) Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and crease bearings Activi 1 Trade Estimated Hours Material Lift Task CC-AH49 CC-AH50 CC-AH53 PM Schedule: CC-AH-QUAD-B (7) CC AH-QUAD-C (1} List Change prefllters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line ' '" Check condition of drain pan Task Check belt, and grease bearings Activity 1 Trade Estimated Hours (Material List Task ,C v,~is.:,s yam. .g+lrswr 1~ '~y, CC-AH01 CC-AH02 CC-AH03 Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearincas . Activi 1 Trade Estimated Hours Material List Task ~, ~ 9 ; d CC-AH041 w.eDeate . .~~ - E _~. ~ ~~ CC-AH05 CC-AH06 CC AH-QUAD-C (2) i.ist Change prefilters and bag filters. Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt. and crease bearinos Activi 1 Trade Estimated Hours Material List Task ~t .Assi~"~i,~ CC-AH07 jDDate CC-AH08 CC-AH09 CC AH-QUAD-C (3} CC AH-QUAD-C (4) List Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearinos CC AH-QUAD-C (5) Check and clean coils as needed ~. Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and ~trease bearings Activi 1 Trade Estimated Hours Material List Task s CGAH73 `~'~~[~' : e CC-AH74 CC-AH75 ~ . CC-AH-QUAD-C (6) aterial !change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Check belt, and crease bearinnc CC AH-QUAD-C (7) Material List Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and crease bearinos Activit 1 Trade Estimated Hours Material List Task t ~ e.....~.:,9~ eci CC-AH79 CC-AH80 CC-AH92 CC-AH-QUAD-C (8) aterial List Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearinas Activit 1 Trade Estimated Hours Material List Task ~~~~.a.,~.a CC-AH93 i 4 "~ CC-AH94 CC-AH96 CC-AH98 List Change prefiiters and bag filters Check and clean coils as needed Ciean drain pan and flush out drain line Check condition of drain pan Task Check belt, and Qrease bearings Activi 7 Trade Estimated Hours Material List Task s~~• CC-AH101 ~~u:~:. CC-AH103 CC-AH 105 CC-AH108 CC AH-QUAD-C (9) Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearings ~ rage Estlma PM Schedule: CC AH-QUAD-D (1) List cnange prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain tine Check condition of drain pan 'ask Check belt, and grease bearings ~d Hours List CC-AH60 PM Schedule: CC AH-QUAD-D (2) Material PM Schedule: CC AH-QUAD-D (3) change prefiiters and bag filters Check and ciean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check beat, and grease bearings • Change prefllters and bag filters Check and clean coils as needed • Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearings PM Schedule: CC AH-QUAD-D (4) • PM Schedule: CC AH-QUAD-D (5) t;nange prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and ctrease bearings List Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain tine Check condition of drain pan Task Check belt, and grease bearings Activi 1 Trade IM Hours PM Schedule: CC AH-QUAD-D (6) Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and crease bearings Material List Task CC AH82 PM Schedule: CC AH-QUAD-D (7) List cnange prefiiters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task _ Check belt, and crease bearings List PM Schedule: CC AH-QUAD-D (8) Material List Change prefilters and bag filters _ Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task ~ _ Check belts and grease bearings Hours CC-AH13 CC-AH14 CC-AH15 PM Schedule: CC-AH-QUAD A (1) List Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belts and grease bearings List ours 16 17 18 PM Schedule: CC AH-QUAD A (2) ~~ Material Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belts and grease bearinos Task List PM Schedule: CC AH-QUAD A (3) Change prefilters and bag filters Check and clean coils as needed • Clean drain pan and flush out drain line Check condition of drain pan Task _ Check belts and grease bearings Hours PM Schedule: CC-AH-QUAD A {4) " List Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task. Check belts and grease bearings ours PM Schedule: CC AH-QUAD A (5) Change prefilters and bag filters Check and dean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belts and grease bearings (Trade rd Hours List PM Schedule: CC-AH-QUAD A (6) ~nange pretilters and bag filters -- Check and clean coils as needed Clean drain pan and Hush out drain line Check condition of drain pan Task Check belts and grease bearings Activi 1 Trade \ Estimated Hours Material List Task '~ ~CC-AH51 ~ ~~' ~` i CC-AH52 CC-AH54 PM Schedule: CC-AH-QUAD-A (7) PM Schedule: . CC AH-QUAD-B (1) c:nange pre>:tlters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and Qrease bearings ' Llst c;nange pref7ters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line . Check condition of drain pan Task Check belt, and crease bearings ~~~s ~..: ~ Dat~~~ CC-AH28 CC-AH30 CC-AH29 ' PM Schedule: CC-AH-QUAD-B (2) Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line • Check condition of drain pan Task Check belt, and grease bearinos Activi 1 Trade Estimated Hours Material List Task • • ~~ CC-AH31 ~ ~ ~~e •' CC-AH32 CC-AH33 PM Schedule: CC AH-QUAD-B (3) . Material-List Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearinos Activi 1 Trade Estimated Hours Material List Task YI _ '~'-~,~ z CC-AH34 CC-AH35 CGAH36 - PM Schedule: CC-AH-QUAD-B (4) Material List Change prefiiters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and crease bearings Activi 1 Trade Estimated Hours Material List Task _. _ :~ .~,: CC-AH38 _ .~a~e t 4 - ~' ` `'Y CC-AH39 CC-AH40 PM Schedule: CC AH-QUAD-B (5) ~cnecK unit operation and condition Replace prefilters as needed Clean coils as needed Clean drain pan and flush out drain line PM Schedule: CC AC-QUAD-C I ~ asK Check belts and grease as needed ~ Material Check unit operation and condition Replace prefilters as needed Clean coils as needed - Clean drain pan and flush out drain line Task Check belts and grease as needed Activi 1 Trade Estimated Hours 'Material Llst Task ~E"u' ~ ~ ~.~: , CC-AC03B ~.~te~r F ' ' CC-AC04 CC-AC05 CC-AC06 CC-AC09 CC-AC14 PM Schedule: CC AC-QUAD-D r' Activi 1 Trade Estimated Hours Material List . Task - PM Schedule: CC AC WINDOW-PM ~.necK una operation and condition - Replace prefilters as needed Clean coils as needed Clean drain pan and flush out drain line Task Check belts and grease as .needed Activi 1 Trade Estimated Hours 'Material List Task PM Schedule: CC AC-QUAD-B . ust Check unit operation and condition Replace prefilters as needed Clean coils as needed Clean drain pan and flush out drain line Task Check belts and grease as needed Activ! 1 Trade Estimated Hours _ Material List Task CC-AC11 CC-AC12 CGAC13 CC-AC15 PM Schedule: CC AC-QUAD-A PM Schedule: CC AC-PM Activity 1 Trade Estimated Hours Material List Task , al List Check operation and condition of unit PM Schedule: BCT-EX-PM check/replace belts as needed Task Grease_bearings as needed PM Schedule: BCT-AC-PM Material Check unit operation and condition Replace prefilters Clean coils as needed Task Clean drain pan and flush out drain line Activit 1 Trade Estimated Hours Material List Task BCT-AC01 BCT -AC03 Material List ~vt?aI cnecK unit operation and condition Check and replace filters as needed Clean drain pan Check condition of drain pan Task Clean coils as needed PM Schedule: BCT-AC-WINDOW-PM Activi 1 Trade Estimated Hours Material List Task PM Schedule: COL-GRAVlTYHOODS-PM irist - Check operation and condition of un PM Schedule: COL-EX-PM ICheck/replace belts as needed Task Grease bearings as needed Material List Check operation and condition of unit Check/replace belts as needed Task Grease bearings as needed Activl 1 Trade Estimated Hours Material List Task PM Schedule: CC-EX-QUAD A (4) Activi 1 Trade Estimated Hours Material List Task ;„ `~ _,~ 3T :h CC-EX19 _ -rD' •4?yf- CC-EX23 CC-t,C24 CC-t=X29 CC-F,C30 CC-EX31 CC-F~C34 CC-F~C38 CC-F~C39 PM Schedule: CC-EX-QUAD A(2) Actlvi 1 Trade Estimated Hours Material List Task 11 CC-EX12 PM Schedule:. A CC-EX-QUAD-A (1) Activi 1 Trade Estimated Hours Material List Task PM Schedule: CC-Compressor-Vis-PM Materiai Check unit operation and condition Check filters, drain pans, and belts Task Check for leaks Activi ~ 1 Trade Estimated Hours Material List Task PM Schedule: CC AH-VIS-QUAD-D (2) Activi 1 Trade Estimated Hours Material List Task CC-AH63 CC-AH66 PM Schedule: CC AH VIS-QUAD-D (3) Check unit operation and condition Check filters, drain pans, and belts Task Check for leaks Activi 1 Trade ~ _ Estimated Hours. Material Ltst Task PM Schedule: CC:AH-VIS-QUAD-~ (4) CC-AH71 PM Schedule: CC AH VIS-QUAD-D (5) Activi 1 Trade Estimated Hours Material List Task CC-AH84 PM Schedule: CC-AH-VtS-QUAD-D (6) Activi 1 Trade Estimated Hours ,Material List Task PM Schedule: CC AH-VIS-QUAD-D (7} Activi 1 Trade Estimated Hours • Material Ltst Task PM Schedule: CC AH VIS-QUAD-D (8) Check unit operation and condition Check filters, drain pans, and belts Task Check for leaks Activi 1 Trade Estimated Hours Material List 'Task 00 04 107 PM Schedule: CC AH-VIS-QUAD-D (9} ~ . Activi 1 Trade Estimated Hours Material List Task • CGAH01 PM Schedule: CC AH-VlS-QUAD-C (1) Activi 1 Trade Estimated Hours ' Material List Task PM Schedule: CC AH VfS-QUAD-C (2) Actlvi 1 Trade Estimated Hours • Material List Task I CC-AH09 12 PM Schedule: CC-AH-VIS-QUAD-C (3) Actlvi 1 Trade Estimated Hours Material Llst Task CC-AH74 PM Schedule: CC AH-VIS-QUAD-C (4) Activi 1 Trade Estimated Hours Material List - Task PM Schedule: CC AH-VIS-QUAD-C (5) Activi 1 Trade Estimated Hours MaterlaE List Task . PM Schedule; CC-AH VIS-QUAD-C (6) Activi 1 Trade Estimated Hours Material List Task CC-AH101 CC-AH103 CC-AH105 PM Schedule: CC AH-VIS-QUAD-C {7) Actrvi 1 Trade Estimated Hours Material List Task - . CC-AH55 PM Schedule: CC AH-VIS-QUAD-D (1) Material List Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearings (Trade CC-AH88 Hours PM Schedule: CC AH-QUAD-D (9) Material List Change prefilters and bag filters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearin4s Activit 1 Trade Estimated Hours Material List Task . .tfTZ.'Cpp~eLnn.P ' :_4'gVL ... CC-AH90 r...~ .. CC-AH91 CC-AH95 PM Schedule: CC AH-QUAD-D (10) Change prefilters and bag fitters Check and clean coils as needed Clean drain pan and flush out drain line Check condition of drain pan Task Check belt, and grease bearings List CC-AH99 CC-AH100 PM Schedule: CC AH-QUAD-D (11} Material Change prefliters and bag filters Check and clean coils as needed Ctean drain pan and.flush out drain line Check condition of drain pari Task Check belt, and ~trease bearings ~ rage Estimated Hours ~Materiai List Task ~- -~ .~~ CC-AH102 CC-AH904 CC-AH106 'CC-AH107 PM Schedule: CC-AH-QUAD-D (12) Activi 1 Trade Estimated Hours Material List Task 75 PM Schedule: CC AH-VIS-QUAD A (1) Activi ~ Trade Estimated Hours Material list Task 7 8 PM Schedule: CC AH-VIS-QUAD-A (2) aterial PM Schedule: CC AH-VlS-QUAD A (3) Check unit operation and condition Check filters, drain pans, and belts Task Check for leaks ' Activl 1 Trade Estimated Hours Material List Task PM Schedule: CC AH-VIS-QUAD A (4) . Material List AH-PM-HU Check unit operation and condition Check filters, drain pans, and belts _ Task Checkfiorleaks Activi 1 Trade Estimated Hours Material List Task PM Schedule: CC-AH VIS-QUAD A (5) Check unit operation and condition Check filters, drain pans, and belts Task Check for leaks Activi 1 Trade Estimated Hours Material List Task PM Schedule: CC AH VIS-QUAD-B (1) Activi 1 Trade Estimated Hours Material List Task CC-AH29 PM Schedule: CC AH VIS-QUAD-B (2) check unit operation and condition Check filters, drain pans, and belts ,Task Check for leaks Activi 7 Trade 'Estimated Hours • Material List Task PM Schedule: CC AH VIS-QUAD-B (3) Check for damages, bumf lights, and missing hardware Check operation of all doors Check leaking door closures Check for missing/damaged/dirty carpet Check for safety issues in ali meeting_rooms, offices, lobbies, halls, concourses, Task crossovers and service corridors Activi 1 iTrade Estimated Hours Material List Task MBCC PM Schedule: CC-INTERlORSPACE PM Schedule: CC-EX`I'ERIORSPACE List Check for damages, burnt lights, and missing hardware Check operation of all doors Check leaking door closures Check for missing/damaged/dirty carpet Task Check for safe issues in ail public areas, house, backstage, and dressing rooms Activi 1 Trade Estimated Hours Material Ltst Task PM Schedule: BCT-INTERIORSPACE ust PM Schedule: CC-Guardhouse PM Schedule: MBCC=RESTROOM Material c:necK operation of all flushometers, faucets, towel and soap dispensers Check for cleanliness Check for leaks, missing, and/or loose hardware Check lights and any damage to restroom Task Check for safe issues Activl 1 Trade Estimated Hours Material List Task I MBCC PM Schedule: A CC-Supply and Return Grills -One per facility Check for damages, burnt lights, and missing hardware Check operation of all doors Check leaking door closures _ Check for missing/damaged/dirty carpet Task Check for safety issues in all public areas, house, backstage, and dressing rooms Activi 1 Trade Estimated Hours Material l.[st Task PM Schedule: COL-INTERlORSPACE Activi 1 Trade Estimated Hours Material- List Task PM Schedule: COL-ROLLUP VIS Activi 7 Trade Estimated Hours Material List Task PM Schedule: CC-ROLLUP-VIS Activi 2 1 Trade PLUM Estimated Hours 20 PER QUAD Material List Task PM Schedule: ACC-Floor Pockets -ONE PER QUAD Activi 1 Trade Estimated Hours Material List Task PM Schedule: CC-ESCA-VISUAL Activi 1 Trade Estimated Hours Material List Task PM Schedule: CC-ELEV-VISUAL Check for trash and any damp Check for stoppages ateriat List _ Check missing/broken covers PM Schedule: COL-Roof-PM List check unit operation Check temperature Task Check for leaks and corrosion Activi 1 Trade Estimated Hours . Material List _ Task PM Schedule: COL WTRHEATER-PM ~necK operanon of all flushometers, faucets, towel and soap dispensers Check for cleanliness Check for leaks, missing, and/or loose hardware Check lights and any damage to restroom Task _ Check for safety issues Activi 1 Trade Estimated Hours Material List . 'Task PM Schedule: COL-RESTROOM List check unit operation - ' Check for damages and leaks Task Re lace missing sprinkler heads Activi 1 Trade _ Estimated Hours. Material List - Task PM Schedule: COL-IRRIGATION-PM - Gh~ck operation of jockey pump Check for leaks and con'osion List Check pressure in all stand nine: Activl 1 Trade Estimated Hours Material List Task PM Schedule: COL-FIREPUMP-PM Activi 1 Trade Estimated Hours Material List Task PM Schedule: COL-FIREEXT-PM Activi 1 Trade .Estimated Hours Material List Task PM Schedule: COL-BACKFLUW-PM Actlvi 1 Trade Estimated Hours 'Material List Task PM Schedule: COL-BACKFLOVWISUAL-PM Check unit operation Check for damages and leaks Check cooling Task Clean coils as needed Activi 7 Trade Estimated Hours Material List - Task AIN PM Schedule: COL-DRiNKINGFOUNTAIN-PM PM Schedule: CC-Roof-PM Actrvi 1 Trade Estimated Hours Material List Task PM Schedule: ~ CC-IRRIGATION-PM Activi 1 Trade Estimated Hours Material List Task RRtGA Activi 1 Trade Estimated Hours Material List Task Check unit operation Check for leaks and corrosion Lubricate rods PM Schedule: CC-PM-LIFTSTATION Activit 1 Trade Estimated Hours Material List Task - FOUNT, PM Schedule: CC-FOUNTAIN-PM Activi 1 Trade Estimated Hours Material List Task PM Schedule: CC-FIREEXT-QUAD-A Activl 1 .Trade Estimated Hours Material List - Task PM Schedule: GC-FIREEXT-QUAD-B~ Activf 1 Trade Estimated Hours Material List Task PM Schedule: CC-FIREEXT-QUAD-C PM Schedule: CC-FIREEXT-QUAD (D) Meter Interval Window List for m Material List Check operation of jockey pump Check for leaks and corrosion Material List Check pressure in all stand pipes T~~4 Activi 7 Trade Estimated Hours Material List Task ICC-FIREPUMP-NW rooms PM Schedule: CC-FIREPUMP-PM PM Schedule: CC-FIREEXT-CONT-PM Meter Interval Meter UOM Near Window Release Window 1 Activity 1 Trade Estimated Hours Material List (Task PM Schedule: BCT-FiREEXT-PM Activit 1 _ Trade Estimated Hours Material List Task max.;n ~a~ . r .jai 'e°` ;"i~ ",~. aF BCT-FIREEXT Check for damages and leaks Check cooling coils as needed Activi 1 Trade Estimated Hours Material List Task PM Schedule: CC-DRiNKINGFOUNTAIN-QUAD A Check for damages and leaks Check cooling Clean coils as needed Activi 1 Trade Estimated Hours Material Ltst Task ~AW PM Schedule: CC-DRINKINGFOUNTAtN-QUAD-B Check for damages and leaks Check cooling Task Clean coils as needed Activit 1 Trade Estimated Hours Material List Task PM Schedule: CC-DRINKINGFOUNTAIN-QUAD-C PM Schedule: CC-DRINKINGFOUNTAIN-QUAD-D Check for damages and leaks Check cooling coils as needed Clean AIN Actlvit 7 Trade Estimated Hours Materiai List Task PM Schedule: CC-BACKFLOW-PM Activi 1 ~ Trade Estimated Hours Material List Task PM Schedule: CC-BACKFLOWCOLUMN-PM List 1 Check temperature Check for leaks and corrosion Check oil and circulating pumt Activi 1 Trade Estimated Hours Material List Task PM Schedule: CC-BOILER-PM PM Schedule: BCT-VALVERM-PM Activi 1 Trade Estimated Hours - Material List Task ~ - PM Schedule: BCT-Roof-PM PM Schedule: BCT-RESTROOM Material Check operation of all flushometers, faucets, towel and soap dispensers Check for cleanliness Check for leaks, missing, and/or loose hardware Check lights and any damage to restroom Task Check for safety issues Activi 1 Trade Estimated Hours Material LfsE Task Activi 1 Trade Estimated Hours Material List Task Check unit operation Check for leaks and con'osion Lubricate rods '-Liftstation PM Schedule: BCT-PM-LIFTSTATION. Activi 1 Trade Estimated Hours Material List Task PM Schedule: BCT-PLUMB-PM Activi 1 Trade Estimated Hours Material List Task BCT PM Schedule: BCT-1RR1GAT10N-PM Activit 1 Trade Estimated Hours ' Material List Task PM Schedule: BCT-BACKFLOW-PM Material • Check uni# operation Check for damages and leaks • Check cooling Task Clean coils as needed Activi 1 Trade Estimated Hours Material List Task ~~ .$ BCT-DRINKINGFOUNTAIN PM Schedule: BCT-DRINKINGFOUNTAIN-PM PM Schedule: COL AC-PM Material List Cheek unit operation and condition ' Replace prefilters Clean coils as needed - Task .Clean drain pan and flush out drain fine Activit 1 Trade !Estimated Hours 'Material List Task COL-AC07 Activit 1 Trade Estimated Hours Material List Task PM Schedule: CC-GRAViTYHOOD-PM Activit 1 'Trade Estimated Hours Material List Task i e''c~; CC-1=X80 i a~~ N az~ CC-I=X84 CC-EX85 _ CC-EX156 CC-t_X172 CC-EX176 . CC-EX177 CC-EX183 CC-EX141 CC-F,C142 PM Schedule: CC-EX-QUAD-C (3) ~.ist Check operation and condition of unit Check/replace belts as needed Task Grease bearings as needed Activi 1 Trade Estimated Hours Material List Task ', >w M ~~~ . ~I CC-F,C143 '.~,-,.l:0. ~u ~ ~~ '_ CC-EX144 CC-1:X145 CC-EX150 CC-EX151 CC-!=X152 CC-EX153 CC-EX155 CC-EX159 CC-I:JC183 PM Schedule: CC-EX-QUAD-C (4) Activi 1 Trade Estimated Hours Material List Task `Eq.`~ ~, CC-FJC112 CC-FJC130 CC-F,C131 CC-EX132 CC-EX133 - CC-EX134 CC-F~C135 CC-EX136 - CC-F~C137 CC-F~C138 PM Schedule: CC-EX-QUAD-D (1) Activi 1 Trade F~timated Hours Material i_ist Task .r~-,.emu ;~,:.~ ;~~;~;~ CC-FJC139 , . kDate.~.. ~ ~` CC-F,C140 CC-EX37 CC-EX81 . CC-1=X158 CC-1=X159 CGF~C160 CC-EX161 CC-1=X162 CC-F,C163 . CC-1=X164 PM Schedule: CC-EX-QUAD-D-2 Activit 1 Trade Estimated Hours Material List Task CC-EX167 CC-EX168 CC-F>C169 CC-EX170 CC-EX171 CC-F,C178 CC-EX179 CC-EX180 CC-EX181 _ CC-EX182 CC-EX154 PM Schedule: CC-EX-QUAD-D-3 Activi 1 Trade Estimated Hours Material List Task CC-EX100 CC-EX101 CGEX102 CC-EX104 CGEX110 CGEX1'i 5 CGEX13 CC-EX14 CGEX15 CC-EX16 PM Schedule: CC-EX-QUAD-B-1 Activi 1 Trade Estimated Hours Material List Task CC-EX17 CC-EX18 CC-F,C20 CC-EX21 CC-EX22 CC-F>C25 • CC-FJC27 • CC-F~C28 CC-F,C32 PM Schedule: CC-EX-QUAD-B (2) Activi 1 Trade _ Estimated Hours Material List Task i -y- :.~ ~~ ~~ CC-F~C33 p~~p~~ a ~~ CC-EX41 CC-EX42 - CC-EX43 CC-EX47 CC-FJC48 CC-EX51 CC-EX55 CC-F>C74 CC-F,C75 PM Schedule: CC-EX-QUAD-B (3) Activi 1 Trade Estimated Hours Material List Task ' ~_,< ..:~. ~.eygsNas' -4viY%~.e. ~. ~""~ :~ ~~. ~s~~~ e, t.x • CC-FXl6 i Y1 '~pg'ih ~ Y . ~.~ ~ ate. CC-EX77 CC-EX78 CC-EX83 CC-F,C86 CC-EX87 CC-F,C88 CC-EX89 CC-F,C98 CC-FJC99 PM Schedule: CC-EX-QUAD-B (4) Activi 1 Trade Estimated Hours _ . Material List Task ~. = !~ ...&t CC-EX01 =.,.~e.~,;. ~ ate CC-EX02 CC-EX03 CC-1=X04 CC-FJC05 CC-F,C06 `~ CC-EX105 . CC-EX106 CC-EX107 CC-1=X108 CC-EJC116 PM Schedule: .CC-EX-QUAD-C (1) Activi 1 Trade Estimated Hours Material List Task 22 23 CC-EX52 PM Schedule: CC-EX-QUAD-C (2) . Material List Check operation and condition Check/replace belts as needed Task Grease bearings as needed Activl 1 .Trade Estimated Hours Material List Task PM Schedule: A CC-EX-QUAD=A (3) G~~' M. d~i ~wp°°" TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER • An inventory of all FF&E, mechanical /electrical /control equipment and ancillary equipment should be completed • A PM Program be implemented; all mechanical / electrical /control equipment and appropriate FF&E items should be entered into the Datastream System • An energy conservation and awareness program should be implemented • Thermal Concepts' scope of work in respect to the installation of the new mechanical equipment should be reviewed in depth. The project time lines should be reviewed to fully understand their impact on any upcoming events, shows and conventions • A roof inspection program should be completed monthly; it should occur prior to and also following any severe weather occurrence. The requirements of each inspection should be clearly documented and each inspection should be recorded. Consideration should be given to pen`orming this using in-house staff. • All Service and Inspection Reports completed on major Physical Plant equipment by Contracted Services should be obtained for review. Major equipment includes the Chillers, Cooling Towers, Building & Controls Systems and Air Handling Units • The Trane Chiller warranties in respect to the Eddy Current Testing should be reviewed • The status of the Siemens Building and Environmental Control contract be reviewed with Siemens Inc to ensure there are no issues with the reduction in their scope of work in respect to the Thermal Concepts/Johnson Control Capital Project • The impact of the "reduced scope of work" Siemens Building and Environmental Control Contract on the existing contract at the Jackie Gleason Theater should be reviewed • Anew Building & Environmental Controls Service contract should be developed to a) fill any gaps in the warranty work and b) to take effect immediately following the expiration of the warranty period. MBCC Operations are currently considering awarding a "labor-only" service contract to Thermal Concepts. The bid should be examined in details prior to award to ensure there is good value for the bid amount. • All Code Infractions as listed on Page 17 should be resolved as quickly as possible • All outstanding Code Infractions and Life Safety issues from the VFA Facility Assessment Report dated August 2006 should be resolved as soon as possible: The work should be included as part of the Capital Budget submission • The existing Fire Safety Plan should be modified to the Global Spectrum Life and Fire Plan • The Life Safety issues noted on Page 18 should be corrected as soon as possible • All concerns noted in the Housekeeping and Main#enance Sections on Page 24 should be corrected as soon as possible • The Safety infractions noted on Page 27 of the Audit report be corrected as spoon as possible • A GGM keying program should be developed and implemented The following actions are recommended; they are based on conditions and operations seen during the transitional audit of the Miami Beach Convention Center conducted between September 15 and September 18 2008. G~ R~M~ o.~d~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER The following report is a combined internal facility audit by Clive Matthews, Director of Facilities Engineering, Larry Otto, Director of Operations, Wachovia Center and Thom Harms, Director of Operations, Palm Beach convention Center and reflects the conditions that existed at the Miami Beach Convention Center between September 15 and September 18 2008. The report has been amended to include conditions observed during the week of September 29 to October 3 2008. The report should not be seen to be a comprehensive Facility Audit. It identifies many issues and areas of concern and while it is not all inclusive it is a "snap shot" of conditions at the time of the report. It is unfortunate that other transition requirements and the physical size of the building combined together to prevent a complete audit being completed. It was noted by the Facilities Manager that the City of Miami Beach completes an annual inspection of the building. The findings of the report are evaluated into a scorecard and the condition of the building is rated from 0 to 100. It was stated that the most recent inspection was rated at 94 of 100. The evaluation criteria should be obtained from the City pf Miami Beach. Notwithstanding other requirements and the City's evaluation this report contains many valid areas of concern that need to be addressed. The report has been complied into the following sections: • BUILDING AUDIT ^ Exhibit Halls /Meeting Rooms /Public Space ^ Physical Plant ^ Building Environment ^ Roof ^ Exterior • Preventive Maintenance - Datastream ^ Pest Management ^ Service Contracts - Pest Control - Planned Maintenance Contract - Building and Environmental Service Contract - CCTV Maintenance Agreement - Window Cleaning - Variable Frequency Drives - Waste Management Waste Management and Recycling VFS Facility Assessment • LIFE SAFETY ^ Code Infractions ^ Life & Fire Safety Plan • CAPITAL WORK • ENERGY G~~' M' - d ~ ~°"""'~' TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER • OPERATIONAL RESPONSIBILITIES • Building Maintenance • Housekeeping • Painting • Inventory • Other Buildings • IT DATA TELEPHONE • SECURITY • SAFETY • JOB ORDER CONTRACTING (JOC) • MISCELLANEOUS STAFF OBSERVATIONS • APPENDIX "A" -PRIORITIZED RECOMMENDATIONS • APPENDIX "B" -PRIORITIZED DEFICIENCIES • APPENDIX "C" -DEFICIENCIES BY AREA /LOCATION G~~ RAM. ~~'°"°°"d~ TRANSITIONAL AUQI - T MIAMI BEACH CONVENTION CENTER Exhibit Halls /Meeting Rooms /Public Space Discussion: - The original building was opened in 1955 with an expansion in 1989 that doubled its size to 1,200,000 square feet. The facility is well designed and spacious public areas; it has a gross area of approximately 500,000 square feet of exhibit space. There is 100 amp, three phase electricity, domestic water, drains, compressed air, phone and data available via the utility ports and Exhibit Hall columns. The MBCC Electrical Department only provides connections for Centreplate, the Food and Beverage provider. The majority of other event requirements (90%) are provided by Edd Helms Group Inc., Edlen Electric and Tri- City Electric (Show Power Services). There are some smaller service providers however the bulk of the work is completed by the previously noted contracted services. The Exhibitors /Decorators deal directly with the contracted service provider. As noted, the in-house electricians complete the hook-ups for Centerplate Food Services however no fee is charged back to Centerplate Concerns: An examination of the Exhibit Hall event floor revealed the following concerns: Utility Ports • The interior of the utility ports need to be cleaned; the Facilities Manager noted that Edd Helms Group Inc, Edlen Electric, and Tri City Electric would be providing staff to complete the cleaning at no cost to the MBCC. It is unknown when the utility ports were previously cleaned • Connectivity testing of the IT and electrical outlets should also be completed Note: VFA Facility Assessment Report (2006) noted that the floor pockets are worn and rusty and recommended replacement as a part of the capital budget A & B Meeting Rooms -East Side • Many IT wall boxes are showing damage - Is the replacement or repair the responsibility of Priority Networks or MBCC? The relationship between MBCC and Priority Network needs to be completely understood. • On the day of inspection the south east side meeting rooms (B) had Mity-lite type tables; while the north east side (A) had old decorator-type rough wood tables. This type of table is extremely tough on linen and skirting. The Ballroom Modernfold Air Walls are need of repair or replacement (see discussion under Capital Budget) C & D Concourses and Meeting Rooms • Many IT wall boxes are showing damage - Is the replacement or repair the responsibility of Priority Networks or MBCC G~~~~~~ 0 ~°"~'d~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER C & D Concourses and Meeting Rooms (continued) • The hard surface terrazzo floor should be refinished and burnished to brighten the surface (see discussion under Housekeeping) • The Milliken Carpet Squares are in very good condition (see discussion under Housekeeping) • C Ballroom -Air Walls are showing wear (see discussion in Capital Budget) • Meeting Rooms appear to have been recently repainted Meeting Room and Ballroom Service Doors • The Meeting Room and Ballroom Service Doors along the Concourses and in the Exhibit Hall are in varying stages of damage due to impacts from rolling equipment • Consideration should be given to installation of a metal impact plate on each of the damaged doors to prevent unnecessary damage. Each door should be evaluated and door alignment and hardware repair should occur as appropriate. Following the installation of the impact plates the doors should be re-painted • The care of MBCC FF&E should be discussed with all Operations staff and with Centerplate the caterer Exhibit Floors • Large cracks /joints exist on the Exhibit Floor. Most of the joints have been filled but the grout product has settled /shrunk causing the cracks /joints to open again. In some cases they present a trip hazard. • It is not known when a lighting survey of the Exhibit floor was last completed; the lighting levels seem unevenly distributed. Consideration should be given to completing a lighting survey if it is not already being considered as part of the energy audit being completed by Ameresco for the City of Miami Beach. Public Restrooms • Public restrooms throughout the Convention Center have recently undergone a complete renovation. The renovations included Falcon waterless urinals; motion sensor operated flush valves on each toilet, hands free paper towel dispensers and motion sensor lighting controls. • Trash containers in some of the ADA toilet stalls are too large; they impede accessibility for the handicapped. Consider installing only the smaller trash cans in the ADA toilet stalls. Drinking Fountains • The majority of public drinking fountains are inoperative. The general feeling by MBCC Operations staff is that that the public do not use the drinking fountains consequently they have been decommissioning and removing them as repairs are needed on each. The decommissioning and removal should be re-evaluated as the use of one-time drink water containers is being drawn into question when compared to city water of equal quality. G~~' M. d~ ~°'°~'°" TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER Physical Plant Discussion: • The Exhibit Floor is serviced by 12 Air Handling Units above each of Exhibit Halls A, B & C. There are 18 AHUs above Exhibit Hall D • The original Chiller Units have been replaced with 4 x 1200 ton Trane Centrifugal Chillers (see concern re: Eddy Current Testing under Service Contracts). The units have adaptive frequency drives. • The 4 x 1200 ton Trane Centrifugal Chiller Units use HCFC 123, all 4 were installed over the past 4 years; the last installation was completed 8 months ago. • The main and secondary chilled water pumps do not have variable frequency drives but have been proposed for as part of a capital up-grade. • The Chilled Water Pumps are equipped with Soft Starts • Thermal Concepts provide contracted service and preventive maintenance work on the Chiller Units - It appears that the larger equipment i.e. chillers, cooling towers etc., receive preventive maintenance as part of contracted service agreements however the preventive maintenance of the smaller equipment is left to the discretion of the in-house staff. • There are 4 EVAPCO Stainless Steel Cooling Towers; they were installed approximated 6 years ago. The towers have split cells with frequency drives installed on the motors. The Towers replaced an old fiberglass tower system. Corrosion is present on 2 of the main cooling lines and needs to be addressed immediately (see concern below). • Two of the Service Elevators (A & B) were refurbished within the last 6 months; this work included the replacement of the motors, controls and some cab work. There are 10 service elevators - 2 have been completed • Danfoss (VLT) Variable Frequency Drives are being installed on the Air Handling Units that serve the A eastside meeting rooms, B eastside meeting rooms, C Ballroom and D Ballrooms. The AHUs are AH37, AH41, AH4, AH44, AH47, AH48, AH38, AH39, AH40, AH43, AH45, AH46,AHWA01, AHWA02, AHWA03, AHWA15, AHWA16 and AHWA17. • There are 5 Lift Stations - 3 large Lift Stations and 2 small Lift Stations pump both sanitary and non sanitary waste water from the building. Each Lift Station has two pumps, the lead pump alternates following each operation. The Large Lift Station pumps were replaced approximately 4 years ago. • The Columns in Exhibit Halls have compressed air, water and a fire hose and in some instances a Fire Extinguisher. _ • The AHUs in Exhibit Hall D were replaced approximately 4 years ago. • The Siemens Building Management and Control System is being upgraded by Thermal Concepts, they are installing a Johnson Controls Metasys Building Automation System. The "field installed" devices are being replaced utilizing existing cabinets. Thermal Concepts is the contractor who was awarded this work by the City of Miami Beach. • Cascade Water Services provides water treatment of the circulating cooling tower and chilled water systems. • There are 8 Roof Top AHUs of various tonnages being removed under a contracted service awarded by the City of Miami Beach. The new chilled water AHUs are being installed by Thermal Concepts. • The original chiller plant room is being used for City storage. Chillers were removed and lines capped. The three water pumps with frequency drives are still in use and scheduled to be removed as part of the system up-grade. The frequency drives to be re-installed on pumps with same horsepower rating as the drive. G~~c~M. 0 ~-~°"' d~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER Physical Plant (continued) Concerns: • The Fresh Air Intake housings on the roof are corroding • The Cooling Tower Pipe Work to CT-1 is badly corroded (see pictures - right upper and lower). This should be considered an emer ency repair. An evaluation should be made as to the cause of the corrosion. • The Cooling Tower CT-1 conduit needs to be refastened to wall (see picture below). • The Service Elevator by the Carpenters Shop needs to refurbished • The Lift Station pipe work in the Sprinkler Loop Room needs to be repainted; it is currently painted the same color as the sprinkler system and given its close proximity the sprinkler system it could be confusing in an emergent situation. • A copy of Thermal Concepts scope of work in respect to the installation of the new equipment and its scheduling should be reviewed to fully understand its impact on any upcoming events / shows /conventions Building Environment Concerns: • While the building is conditioned; there are a number of areas throughout the building where the airflow needs to be balanced. Some areas are very cold while other in areas there were complaints of being too hot. • There was a noticeable temperature difference when traveling between 2"d and 3rd Levels and between 2 and the 1 Floor Public Entrances • The 3"d Floor Skywalk crossover was quite warm and there appeared to be limited air circulation • At Entrance C there were 3 sets of double doors that were held OPEN to the outside. They were open from early morning to the end of day. The air conditioning systems were running and attempting to both cool the space and remove the humidity. The doors are left OPEN so that the Exhibit attendees can easily enter the building. G~S~ M~ d~ ~~°'°°" TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER The management of Exhibit attendees and the entrance doors entering the building would significantly reduce MBCC energy consumption. An energy conservation / awareness program should be implemented; signage and perhaps volunteer or staff doormen who could manually open and close the entrance doors. This would save energy and even make the attendees feel special while reducing energy consumption. Another more _ costly option might be the installation large revolving doors similar to those used at international airports. • There is condensation and rust present on many of the supply air diffusers • Room D230 -Ceiling -condensation coming through the ductwork -there were droplets of water visible on the diffuser • The screen on the Exhaust Fan above the Skywalk needs to be re-fastened (see picture) • Roll up doors and single personnel doors at the Back of House were also open during the event -again an energy conservation /awareness program is required. Conditioned air was blowing out through the OPEN doors. • It was noted that the AHUs were OFF in all Exhibit Halls during the load out. Roof Discussion: The roof is flat metal deck, insulated with rigid insulation with a single ply SBS Modified Bitumen (see picture). The roofing system is complete with stainless steel flashings and caps. The roofing system was replaced approximately 6 years ago at a cost of $7,000,000 The roofing system has a 20 year warranty on materials. Currently a roof inspection is completed twice annually by in house staff. MBCC staff is currently considering employing Roof Inspection Company to complete a comprehensive roof maintenance /care program. The program would include a monthly inspection and any minor repairs to the material seams. MBCC staff would be required to clean and remove any debris. It was noted that the West wrap roof wall was waterproofed (see picture) G~ ~~ ^'°"~'d TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER Concerns: A roof inspection program with a frequency greater than bi-annual should be implemented. It would be more cost effective to use in-house staff than a contracted service. The roof inspection program should be completed monthly and also preceding & following any severe weather occurrence. The inspection program should be a part of the PM program and all inspection conditions and repairs documented. If appropriate for warranty purposes or to provide a greater degree of comfort to the City of Miami Beach an annual inspection to supplement the in-house inspections could be completed by an independent roofing contractor !consultant. There are some smaller sections of the roofing on the lower east roofs of Exhibit Hall A & Bpre-function areas that have mid size stone roof ballast. Considerations should be given to replacing these roofs with a type of roofing that does not require ballast. The ballast could present a risk during tropical storm or hurricane force winds. Exterior Discussion: Any change to the exterior of the building has to be approved by the City of Miami Beach Landscaping services are provided by Superior Landscaping Service Inc at a cost of $58,790 per year ($4,899.16 monthly) and includes the MBCC and the Fillmore at the Jackie Gleason Theater. The agreement was in effect from October 1 2006 to September 30 2008. The contract was submitted to SMG Chief Engineer and was signed by Doug Tober Senior GM. Concerns: East Side -Washington Avenue • The building entrance facade needs to be painted (see picture) • The planter walls should be pressure washed and the gum should be removed from the sidewalks • There are many cigarette butts around the entrances. While it is acknowledged that this is a universal problem as more authorities mandate smoking controls, the installation ash tray stands will reduce the number of cigarette butts on the floor and in the landscaping. The cleanup frequency should be increased • There were Trash Containers at Entrance B but none were visible at Entrance A • The Bus Stop should be cleaned and the trash should be removed more frequently. Is this the responsibility of the Miami Dade Transit System, the City of Miami Beach or the MBCC? West Side -Convention Center Drive • The landscape mulch /ground cover should be refreshed • The sidewalk should be power washed to remove gum and debris • Given the high volume of pedestrian traffic the frequency of trash collection is an issue; there is wind- blown food wrapper type trash in the corners of the landscaping. The number of trash containers should be increased as should the "pick-up" frequency. • The sidewalks between the tree planters are cracked and uneven (see picture). Some repairs have previously been completed however the grout and sealer have shrunk and or deteriorated and the concrete slabs continue to separate. There are a number of trip and fall hazards. G~ a'°~"d~~,~' TRANSITIONAL AUDIT -MIAMI BEACH CONVENTI ON CENTER MBCC staff noted that they are considering removing the center portion of the sidewalk as it passes between the tree planters and replacing only those sections. It seems a reasonable solution. They are considering funding the work from the 2008 Miscellaneous Capital Improvements - $250,000 All Tree Grate /Planters should be checked -there are several electrical box covers missing /damaged North Side of MBCC • The concrete curbs are showing signs of damage and should be considered for repair or replacement at some point (see picture) Preventive Maintenance -Datastream Discussion: PM is currently performed by both in house staff and contracted services. The computerized maintenance management system (CMMS) used by both the City of Miami Beach and the MBCC is Datastream Version 7i. The CMMC has the capability of: • Creating Work Orders by scheduling work, assigning appropriate personnel, recording materials and labor costs • Managing a Preventive Maintenance Program by tracking PM Work Orders, Inspections, specific Job Checklists, Material and Tool requirements • Asset Management by maintaining equipment specifics, equipment history, warranty information, life cycle information, contracted service information • Inventory Control by managing materials, spare parts and tools Concerns: At MBCC the Datastream system is only being used as a Work Order Tracking System. The Preventive Maintenance function has some basic information on 157 pieces of equipment with some basic PM tasks which do not reflect the manufacturers' requirements necessary to ensure the warranty provisions. They do not provide the necessary measures to permit the equipment to reach its intended life expectancy. Currently the Trades people use their expertise to complete the "necessary° preventive maintenance tasks on the equipment not covered by contracted service agreements. This creates issues as the work completed depends not only on the knowledge of the Tradesperson but also on their assigned work schedule. There is little documentation of the PM work completed. The Facility Assessment Report completed VFA Inc., in August 2006 listed 1.044 pieces of mechanical /electrical /control equipment that the consultant felt should be the basis of the preventive maintenance task list for the MBCC. This did not include the numerous FFBE items throughout the building nor did it include ancillary items such golf carts, scooter or lifting devices. G~~ e.~°~d~ TRANSITIONAL AUDIT -MIAMI BEACH C ONVENTION CENTER • In addition to completing an inventory of the mechanical /electrical /control equipment; at least all the OEM's PM requirements need to be entered into the Datastream system. The resultant PM Program needs to be implemented. A considerable amount of work needs to be completed to make the Datastream PM function as intended. • The monthly work activity report (by Department) submitted by SMG-MBCC to the City of Miami Beach notes that the Air Conditioning, Plumbing and Electrical Departments "conducts all preventive maintenance required via Datastream PM Computer". This is in correct as the PM function of the Datastream system is not utilized. As noted previously the PM tasks listed are very basic and no PM work orders are generated. Pest Control Discussion: Toro Pest Management provides an integrated pest management service. Concerns: During the transition inspection it was noted that: There was a pest problem in the South East Exhibit Hall B stairs There is a cockroach infestation present in each of the pump, ejector pit rooms and sanitary lines A snake was caught and removed entrance Exhibit Hall C (unusual situation -one-off that happened to occur at the time of inspection) The service level and or treatment program in the above noted areas should be reviewed with Toro Pest Management. Service Contracts Pest Control Discussion: Pest Control Services were bid competitively and were awarded to the low bidder, Toro Pest Management at a cot of $8,818.80 per year billed on a monthly basis. The agreement includes the MBCC, the Colony Theater at 71 Street and. the Fillmore at the Jackie Gleason Theater. The agreement expires on September 30 2008. The original contract was submitted to the SMG Chief Engineer and was signed by Doug Tober, Senior GM. The service agreement provides for an Integrated Pest Management Program at each location plus rodent baiting and pigeon baiting at the MBCC. Elevator and Escalator Maintenance at the MBCC &Fillmore at the Jackie Gleason Theater Discussion: There is currently an elevator and escalator service contract in place with Thyssenkrupp Elevator Corporation it is understood that the work was awarded as part of a contract of all City owned buildings. The service contract covers the maintenance and service of the following: - G~ M~ e.~°'''~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER MBCC • 16 Escalators • 9 Freight Elevators • 2 Passenger Elevators • 1 Dumbwaiter Jackie Gleason Theater • 4 Escalators • 1 Freight Elevators • 1 Passenger Elevators The contract was put in place on January 1 2002 with roll-ovens. At that time the monthly cost was $8,411 per month with an annual increase not to exceed 6%. It is also noted that the price will not increase until September 30 2008. Note: There is a Contract Addendum that notes that the service agreement is terminated should SMG cease to be the managing entity. Colony Theatre There is also a separate "gold" maintenance agreement with Thyssenkrupp Elevator Corporation that covers the maintenance and service of the Colony Theatre Service Elevator. The service agreement is for 17 months effective April 30 2007 and expires September 30 2008 at a cost of $299.00 per month (payable quarterly in advance). Note: It is noted in the agreement that the customer has the option to renegotiate the pricing on September 30 2008. Planned Maintenance Contract -Inspection and Labor Ong Discussion: Thermal Concepts have an inspection and service contract (materials not included) for the following equipment: • 4 x 1200 ton Centrifugal Chillers • 5 Condenser Water Pumps • 5 Chilled Water Pumps in SE Chiller Room • 3 Chilled Water Pumps in SW Chiller Room • 4 Evapco Cooling Towers The service contract is for a two year period beginning November 1 2006 and will continue from year to year unless the agreement is terminated (30 days written notice). The cost of $3,816.00 per month remains the same for a two year period. Note: If the contract is to be left in place the monthly fee needs to be confirmed /negotiated. "a~°'"'~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER Concerns: • The work is to be completed during Normal Working Hours Only; all work outside of normal hours is at prescribed overtime rates noted in the service agreement. • The scope of work is for inspection and service only; it does not include any materials. Materials have to be purchased by MBCC from Thermal Concepts at their standard mark-ups -there is no preferred customer discount. • The work includes: ^ One annual inspection per Centrifugal Chiller • One Condenser Tube brushing & tube inspection per Centrifugal Chiller ^ One standard Cooling Tower Cleaning per year. All Service and Inspection Reports should be obtained for review. In addition it is noted that Eddy Current testing is excluded and special mention is made in the service agreement as to the impact of their work on the manufacturer's warranty. It is also noted that o~ Thermal Concepts can perform work on the equipment. Eddy current testing is used to detect very small cracks in or near the surface of the material chiller and condenser tubes. An electromagnetic charge is used to detect flaws in the tubes so that remedial actions can be taken prior tube failure. To understand the impact of the statement re: the Eddy Current testing in the Thermal Concept service agreement we need to review the Trane Chiller warranties. The Facilities Manager contacted Thermal Concepts as was informed that Eddy Current testing is required every three years; one unit has already been completed and two have now been scheduled; the remaining Chiller Unit was only recently installed. The scope of work and its required frequency should be verified with Trane Inc. (Chiller manufacturer) and the appropriate work included in the Operating Budget. Note: Given the newness of the equipment in all likelihood this cost was most likely not identified as an operating cost. All Service and Inspection Reports completed on major Physical Plant equipment by Contracted Services should be submitted to the Facilities Manager and the Director of Operations for review. The information included in the service report should be included in its Datastream equipment history. Major equipment includes the Chillers, Cooling Towers, Building & Controls Systems and Air Handling Units. Buildin4 & Environmental Controls Service Agreement Discussion: There is a service agreement for the Building & Environmental Controls with Siemens. The service agreement is in effect for three years beginning 11/01/06 until 10/31/09 at a cost of $103,000, $109,000 and $114,504 per year respectively. However the control systems are being replaced by Thermal Concepts using the Johnson Control Metasys System. G~~ RAM. ~~°°"°~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER Concerns: The replacement of the controls systems impacts the scope of work that was required of Siemens under the above noted service agreement in two ways 1) their equipment is gradually being decommissioned and removed and 2) the new Johnson Control equipment is under warranty by Thermal Concepts (limited labor) & Johnson Control (materials). The MBCC Facilities Manager reported that the SMG Director of Operations notified Siemens of the change in the scope work and that the contract should be terminated on September 30 2008. To date a copy of that documentation has not been located. It should be researched and Siemens should be notified formally of the impact of that capital project and the change in MBCC management if not already done. The Facilities Manager has a proposed service contract from Thermal Concepts on the newly/still being installed building and environmental controls (completion January 2009). The cost for a labor only contract with 24/7 emergency response is $60,000 per year. Notwithstanding the 24/7 emergency response all other work is performed during normal working hours. The cost is high when one considers that it is only for 4 (quarterly) visits per year plus the 24/7 emergency work. A phone call to Thermal Concepts revealed that not withstanding the service contract notes only 4 visits per year, the actual intent was to use all the service hours ($60,000) by having a service technician on site for 2 or 3 days per week. The proposed contract raises a few concerns: - It is not bid as written in the contract statement (who is responsible for that?) - The labor component is really high when one considers it will be a new system (installation to be completed January 2009) - The contract should be bid as per the requirements (quarterly visits not 2 or 3 days per week) - The previous contract (Siemens) included labor and materials at a cost of $109,000 - It is understood that the operating budget includes only $60,000 for labor only so any parts that are required are at an additional cost and will not have been included in the budget submission. Recommendation: That the service contract with Thermal Concepts be negotiated for a one year period (warranty period) on the basis of 4 (quarterly) inspections and that a detailed RFQ be developed so that the service work can be competitively bid following the expiration of the warranty period. Note: The Siemens service contract for the Building & Environmental Controls covers the Fillmore at the Jackie Gleason Theater. It is unclear at this time whether the capital retrofit includes the Jackie Gleason Theater or if it will still operate using the Siemens Apogee System. If the Capital Upgrade does not include the Jackie Gleason Theater a service rate will have to be negotiated of the last year of the contract. CCTV Maintenance Agreement Discussion: There is Security Camera Maintenance Agreement with ATC International Holdings Inc for the service of "All parts except subsystems {Matrix Equipment) and Pan Tilt Zoom Operator. The annual cost of the service contract is $3,406.70_ (billed monthly). The service agreement is in effect from October 1 2006 to September 30 2008. There was an option to renew for an additional two years but it was "stroked ouY' by the Doug Tober, Senior GM. G~°~' . ~~'°"'~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER Window Cleaning Discussion: There is a service agreement in place with McClosky Window Cleaning Inc., for window cleaning. The service agreement is from November 1 2006 to September 30 2008 for the following services: Monthly Service • MBCC Centre, East and West Sides - $1450 per cleaning • JG Theater Windows - $200 per cleaning - • Total Monthly Service $1650 ($19,800 per year) Quarterly • Atrium Windows West Side - $250 per cleaning • Atrium sides of Skywalk Windows - $250 per cleaning • Executive offices $250 per cleaning • Total Quarterly Service $750 per cleaning ($3,000 per year) Water Treatment There are two service agreements in place with Cascade Water Services for the chemical treatment (including chemicals), servicing and lease of treatment equipment for the Cooling Tower Water and the Chilled Water Closed Loop. Service Agreement 1 -MBCC Treatment of Air Conditioning Water (Cooling Towers & closed Chilled Water Loop) Cost: $9,900 per year ($825 per month) Service Agreement 2 -Other Properties • Treatment of Air Conditioning Water (Cooling Towers) • Lincoln Theatre, Plymouth Hotel, Ansonia Hotel • Cost: $4800 per year ($400 per month) The service contracts were competitively bid; they were signed October 9 2006 and September 12 2006 respectively. These types of contracts generally "roll over" at the Owner's discretion. Discussion: The focus of this service contract is on the completion of chemical testing of the water systems with the contracted company supplying the required water treatment chemicals. The chemicals are added to the closed loop cooling water system and to the cooling tower cooling water. Correct chemical treatment of the water systems is needed to protect the interior of the pipe work and cooling towers from corrosion and build up, they also protect against cooling towers the formation of algae and the bacteria that can form Legionnaires ' Disease. Another way of managing this requirement is to purchase the chemicals from the chemical company and have in-house staff complete the testing on a daily /weekly basis. The Chemical Company representative can complete quarterly or bi-annual testing to confirm the treatment levels. In my experience the former methodology is generally used where the building in question does not have the expertise or staff in-house to complete the testing. This is not the case with MBCC. W 0 G ~„"a~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER It may be cost effective to use the alternative method. An RFQ could be developed for the provision of water treatment chemicals with two inspections if the systems are under controls, more if necessary. There may be not be significant savings given the low value of the service contracts however it may be worthwhile to see the cost from other water treatment companies. Having in-house staff perform the testing also creates a sense of ownership of the building systems. Note: Service Contract 1 - MBCC has an expiration date of September 30 2008 -there is no expiration date on the service contact for the Lincoln Theatre, Plymouth Hotel and Ansonia Hotel. Variable Frequency Drives Discussion: A service contract is in place with Danfoss (the OEM) for the service and preventive maintenance of 4 of the Danfoss VLT Drives at a cost of $940 for the contract period. The service contract is in place for 1.5 years and expires September 30 2008. The contact includes one site visit including all parts and labour. This contract does not include the remaining 18 VLT Drives. The number of VLT drives will increase to 28 as a result of the Capital retrofit. Waste Management Discussion: There are two service agreements in place with Waste Management. One is for the lease of four 34 cubic yard compactors. The second service agreement is for the disposal of non-hazardous waste. Service Agreement 1 • 4 x 34 yard new self-contained compactors at a lease cost of $1060 per month plus $190 per month and $50.50 disposal charge per ton Service Agreement 2 • 1 x 40 yard new open top roll offs at $190 per lift • 3 x 34 yard old open top roll offs with a hauling charge $195 per lift and disposal fee of $46.20 per ton • 1 x 34 yard old open top roll off with a hauling charge $148 per lift and disposal fee of $46.20 per ton • 1 x 40 yard old open top roll off with a hauling charge $148 per lift and disposal fee of $46.20 per ton Note: The Service Agreements were signed on September 29 2006 and expire September 30 2008. Waste Manaaement Discussion: There is no effective trash clean-up program on the property. Loading dock area and employee parking areas are filled with plastic bags; break remnants, soda cans, newspapers, etc. It represents an untidy appearance to contractors and exhibitors alike. There does not appear to a recycling program in place. All trash and recyclables currently end up in the same containers. G~~' ~M. e~'d~~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER A large amount of trash was removed from the building during the load out of the Home Design Show on Friday September 19 2008. While materials were being dumped the light materials were airborne and ended up all over the back area, no one attempted to clean this up. A crusher machine located at each of the loading dock areas (2) and is used to condense bulk items in the open top containers. This presents a safety hazard when in use. Appropriate signs need to be posted and all employees properly trained. Only those trained in the operation of the unit should be allowed in the immediate area when the unit is operating. The Show is allowed one trash container and 1 pull charge; the cost is included in the Contract. Additional containers /pulls are Show's expense. It is not known how the "charge back" is managed. The Storage Rooms /Lofts in the Exhibit Halls need renovations. The equipment needs to inventoried, there is varying amounts of junk that has been allowed to accumulate. A plan needs to be developed to dispose of the waste. The rooms should be painted. Customers can see into these spaces. Edd Helms Trade Show Electrical Services have a lot of portable power devices stored in the storage rooms /lofts. LIFE SAFETY Code Infractions Concerns: During the transition inspection the following code infractions were noted: • The Main Fire Water Supply to the east side of the - building was "SHUT OFF" and the line was being repaired; the Hose Cabinets posted "Do Not Use" however there was no visible Fire Watch patrolling the unprotected area. It is unclear if the Fire Department were aware of the situation. The building was occupied at the time. • There are two backflow prevention devices; one on each of the fire system water supply lines. They are not tested and verified annually (see picture • There are no backflow prevention devices on the domestic water supply to MBCC • The Service Corridor directly below the Skywalk has a 2 hour fire rating however all fire-rated doors are propped open • The Service corridors are cluttered and in some cases the Fire Exit Route is partially restricted (see picture -upper right). • There are unprotected Sprinkler /Stand Pipe supply lines in areas where motorized scooters travel (see picture- next page) • The door to the Mechanical Room (Dishwasher Heater Room) propped Open -should be locked -door closer not working G~,p6 o~°°"d~~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER • There is a bent sprinkler pipe in the North overhang exit from Exhibit Hall A (see picture lower right) In addition, it is noted that the VFA Facility Assessment Report dated August 2006 noted the following code infractions and Life Safety issues as critical. The work has yet to be completed. • That the aged exterior doors need replacement -Critical • Egress Pathways obstructed -Critical • Missing Electrical covers /blocked panels -Necessary not yet critical • Electrical floor pockets worn /rusty -potentially critical • Exit Signs missing -Critical • Fire Alarm system devices lacking -Critical • Non compliant Fire Doors -Critical Fire ~ Life Safety Plan Discussion: A copy of the MBCC Life /Fire Safety Plan was provided and_ reviewed. The plan contains instructions and details in respect to: • Emergency Phone Numbers • Plan Objective • Emergency Response Team. • Confidentiality & Media relations • Emergency Procedures • Evacuation • Fire • Hurricane • Bomb Threat • Mail, Package, and Deliveries • Medical Services • Safety and Security Checklist The plan makes note of an Addendum that contains a Check List for Bomb Threats, Full Staff Contact Listing, and Emergency Contact List for Maintenance Contractors and Purveyors, MBCC/JGT Organizational Chart, and Fire Drill Instructions however this was not provided and could not be reviewed. A Global Spectrum Life and Fire Plan contains each of those procedures but is more detailed in its approach to Crisis /Disaster Management. The MBCC plan should be updated using the GS template and the information provided in the existing MBCC plan. ~~ d~. ,,,~' TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER The plan should include procedures that deal with life /fire safety issues in both event and non-event conditions. The plan should at least include procedures that deal with the following emergent situations: ^ Fire Safety Plan which should include the following: - Procedure for reporting a fire - Life safety strategy and procedures for notifying, relocating or evacuating occupants - Site Plans including occupant assembly points, fire hydrant locations, FD Access Route - Floor Plans indicating exits, primary and secondary evacuation routes, accessible egress routes, areas of refuge, manual fire alarm boxes, portable fire extinguishers, occupant use hose cabinets and fire alarm annunciator panels and controls - List of major fire hazards in the building - Identification and assignment of personnel responsible for the inspection and maintenance of the fire control and prevention systems - Identification and assignment of personnel responsible for the maintenance, housekeeping and controlling of fire hazard sources ^ Fire Evacuation Plans which should include the following: - Emergency egress or escape routes - Procedures for personnel remaining to operate critical equipment before evacuating - Procedures of accounting for occupants after evacuation has taken place - Identification and assignment of personnel responsible for rescue and medical aid - The preferred and alternate means of notifying occupants of a fire or an emergency - The preferred and alternate means of reporting fires and emergencies - Identification and assignment of personnel responsible for providing information or questions on the plan - Description of the emergency voice /alarm communication system alert tone /preprogrammed voice messages where provided ^ Crisis -Disaster (Crisis) Management & Control Program Purpose ^ Crisis -Emergency Response Team Responsibilities ^ Crisis -Crisis Communication Plan ^ Crisis -Bomb Threat ^ Crisis -Bomb Threat Checklist ^ Crisis -Bomb Threat Search List ^ Natural Disaster -Earthquake ^ Natural Disaster -Flooding ^ Natural Disaster -Hurricane Event Time ^ Natural Disaster -Hurricane Non Event Time ^ Natural Disaster -Severe Rain & Snow Conditions Event Time ^ Natural Disaster -Severe Rain & Snow Conditions Non Event Time ^ Natural Disaster -Severe Weather Thunderstorm & Lightning ^ Natural Disaster -Tornado Event Time ^ Natural Disaster -Tornado Non Event Time ^ Procedural -Care for the Injured Event Time ^ Procedural -Civil Disturbance ^ Procedural -Code Word Emergency Situations ^ Procedural -Communications Systems ^ Procedural -Crowd Management G~~. s;~~E -MIAMI BEACH CONVENTION CENTER ,,-+~°' TRANSITIONAL AUDIT ^ Procedural -Emergency Chain of Command ^ Procedural -Emergency Contractor Call List • Procedural -Emergency Medical Services ^ Procedural -General Building Evacuation ^ Technological -Flooding Building System Failure ^ Technological -Hazardous Materials or Chemicals Spill ^ Technological -Power Failure Event Time ^ Technological -Power Failure Non Event Time ^ Technological -Utility Shut Down Crisis Situation The updated plans should be submitted to the City of Miami Beach Fire Department and the Building & Code Department for the City of Miami for approval. Following approval of the Fire /Life Safety Ptans all Administration, Event and Operations staff should be trained in the procedures contained within the plan. In addition it was noted that: • There is no smoke evacuation system in the Exhibit Halls • The Fire Alarm System is only tested annually, the operation of the fire alarm panel, horn /strobe lights should be checked on a monthly basis • A Contractor is used to service Fire Alarm System & Extinguishers on an annual basis - it is City of Miami Beach contract used in all their buildings -The Facilities Manager noted that up to this point MBCC has not paid that cost -This should be verified. • The Fire Extinguishers are not checked monthly - a cursory inspection noted that there a number of fire extinguishers missing from their wall locations and fire hose cabinets. It is recommended that an inventory of all portable fire extinguishers be taken, a monthly inspection sheet be developed listing each of the portable extinguisher, including their size, type and serial number and each portable fire extinguisher be visually checked each month and any deficiencies be corrected immediately • A number of the Fire Hose Cabinets do not indicate that there is a fire extinguisher in the hose cabinet. The fire extinguisher decals should be attached to all cabinets where there is a fire extinguisher • The 4 lamp battery pack emergency lights are only tested annually -Should there be a power failure, the metal halide lamps in the Exhibit Halls take 10 minutes to go thru the warm re-strike process. The battery pack lights are used to provide illumination and safe patron egress. The operation of the battery pack lights should be checked on a monthly basis. - • Fire Extinguisher in Mechanical Room (Dishwasher Heater Room) was missed during the 2008 inspection -last inspection June 2007. This could be avoided if an inventory /checklist was used. • Kitchen Hoods are normally cleaned twice ayear -should have been cleaned June 2008 -Fire Code infraction (Centerplate's responsibility) • Kitchen Fire Suppression Systems checked annually -last inspection May 2008 Note: Centreplate are responsible for the inspections and cleaning of the kitchen exhaust and kitchen, suppression systems • Service Corridor -Fire Extinguishers missing - • S/W Stairwell -one door was propped open; as was one interior door voiding any attempt at security. There may be a Code infraction in that the lower Exit Stair Lobby is used for Valet Parking Office; in addition a golf cart is parked in the space. The use of an exit stairs for this type of activity should be checked with local building code I fire code authorities. ~~~~~ ~',-~°'' TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER • The building has a 5000 watt Emergency Generator. The emergency generator is tested each month in an unloaded condition. Recommendation: The emergency generator should be operated in a loaded condition (minimum of 50%) for at least 1 hour each month. This allows not only the engine but also the electrical generator, transfer switch and associated gear to be exercised. Currently there is no guarantee that the system will transfer automatically. In addition, testing the generator in a loaded condition ensures MBCC operations staff are familiar with the equipment that is powered by the emergency generator. • Fire Alarm service work was being conducted on Friday September 19 2008 during the show move out. The fire alarm bells were sounding. Alarm testing has to be scheduled during off event times. The annual service work takes between 10-14 days to complete. • Security personnel are responsible to respond to alarms. The main alarm panel is located in the security office. • Fire hose cabinets have fire extinguishers located inside. Incases where a fire extinguisher is not clearly visible its location should be clearly identified. Recommendation: That each of the Hose Cabinets has a decal indicating that there is a Fire Extinguisher inside the cabinet. The fire hose cabinets are an older design and the extinguisher is not visible through the door. • The Fire Alarm panel is antiquated and needs to be brought up to current standards; spare parts are no longer available. It was included in the Capital Budget however the SMG MBCC priority rating caused the request to not to be approved. • There are two separate fire water mains that feed the building. Each line has backflow prevention devices installed. • In one area, the Lift Station Pumps are located in the same room as the Sprinkler Systems (red). Both the lift station pump lines and the sprinkler system lines are painted red. The Lift Pump lines should be repainted. • To prevent unauthorized access, Security locks all Exhibit Hall doors (Fire Exits) with padlocks when the building is empty. This presents two major concerns: 1) On three occasions during the transitional inspection, the Exhibit Hall doors were secured while some people were still in the building - it was possible to enter the Exhibit Halls from the loading dock areas yet it was not possible to exit the space via the designated fire exits. 2) When in the service corridor below the Skywalk, tfse designated emergency exiting is restricted as the exits to the exhibit Halls are padlocked. This is particularly concerning as one has to travel down the exit stairs only to find the exit doors are locked. This could be a major issue in an emergency situation. 3) Local Authorities should be contacted to ensure this practice is not a Fire Code infraction. Generally speaking this situation would not be allowed but there may have been an allowance given the type of building activity. If this is the case, the doors should only be secured in this manner if absolutely everyone has exited the building and there is no possible way of accessing the space. The exit doors are most likely being secured because there are issues with doors and their hardware. Each exit door should be checked and the hardware repaired. Given the number of doors to be repaired the project will most likely qualify as a capital works project. ,.~°''°`" TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER CAPITAL WORK Discussion: The 2007 / 2008 and the 2008 / 2009 submitted and approved Capital Budgets were reviewed In 2007 / 2008 - $12.745 million was requested - $3.9 million was approved (approximate) Submitted Prioritv Approved Items Bind ,et 1 Replacement of A/C Package Units $2,000,000 3 Miscellaneous Replacement $250,000 4 Air Wall Replacement $1,500,000 13 Installation of Domestic Water Backflow Prevention Devices $150,000 Total $3,900,000 There are a number of life safety and VFA -Critical items that are outstanding and should be completed. A number of items were not rated with sufficient priority by SMGto warrant approval by the City of Miami Beach. In 2007 / 2008 they were: Submitted Prioritv Critical Items Not Approved Budget 5 Life Safety Upgrades (Fire Alarm Panel Replacement) $2,000,000 7 Floor Pocket Electrical Connector Replacement 700,000 Total $2,700,000 In 2008 / 2009 - $9.165 million was requested - $3.9 million was approved (approximate) Submitted Prioritv Approved Items Budget 1 Air Wall Replacement $700,000 2 Chiller Surge Protection $70,000 3 Escalator Replacement/ Upgrades $1,600,000 4 Buss Duct Testing _ $275,000.. 5 Miscellaneous Replacement $250,000 6 Sound System $300,000 Total $3.195,000 Submitted Prioritv Critical Items Not Approved Budget 12 Life Safety Upgrades (Fire Alarm Panel Replacement) $2,000,000 Total - $2,000,000 The Life Safety Upgrades (Fire Alarm Replacement) is the replacement of an obsolete fire panel /system which includes the replacement of the fire alarm panel, all its associated field devices and an upgrade to fire alarm horns & strobe lights to meet current code requirements. Gia-~ . SAN" _ NVENTION CENTER e.~°'' TRANSITIONAL AUDIT MIAMI BEACH CO Concerns: It is interesting to note that in the SMG MBCC Capital Budget the Life Safety Upgrades fell from a Priority Rating of 5 in 2007/08 to a Priority Rating of 12 in 2008/09. In addition the following critical items in the VFA Facility Assessment Report were not included in either year budget submission. VFA -Life Safety /Critical Items Budget Aged Exterior Doors $775,445 Egress Paths Obstructed $2,150 Electrical floor pockets worn /rusty $342,265 Exit Signs Lacking or Missing $17,056 Non compliant Interior Fire Doors -Critical $153,364 Total $1,290,280 Note: VFA Critical Item -Fire Alarm system devices lacking ($27,310) is assumed to be included in the Life Safety Upgrades identified by MBCC Capital budget submission. Note: The VFA Life Safety /Critical Items noted .above are extracted from the VFA Report and are 2006 budget forecasts Discussion: • All public washrooms were refurbished over a 5 year program -the project is almost complete -Inspection and sign off to be completed • The AC unit above the Skywalk between AB & CD is being replaced as part of the Capital Budget • Each of the AHU roof top units (8) are being replaced as part of the Capital Budget • The skylights above the Skywalk need to be replaced - the "glazing panels" have delaminated (see picture - right). The deterioration on several is quite advanced; they have become quite soft in places. There is a noticeable temperature variance under the light panels. • The Facilities Manager noted that there is no venting system on the rain water roof drainage piping -causing the manhole covers to lift during heavy rainfalls • The escalator from 1 ~ Level Entrance C making a noise at upper level - 4 Escalators are being replaced as part of Capital Budget Entrance D & Entrance C to 2"~ Level • Variable Frequency Drives are being fitted to some Air Handling Units (22 new plus 6 existing) - A variable-frequency drive (VFD) is a system for controlling the rotational speed of an alternating current (AC) electric motor by controlling the frequency of the electrical power supplied to the motor. • Ballroom Modernfold Air Wall doors are approved to be replaced this year -Capital Budget - a RFQ will be issued. • Glass block windows are leaking and need to be replaced with solid glass panels. G~~. 5~~ - VENTION CENTER ,.~-°'' TRANSITIONAL AUDIT MIAMI BEACH CON ENERGY Discussion: The City of Miami Beach has made a significant investment in updating and replacing the MBCC infrastructure i.e. extensive work is being completed on the mechanical systems as part of the system retrofit including the modernization of the building controls and environmental system, installation of new chillers, installation of new AHUs and the installation of variable frequency drives. The City of Miami Beach has entered into an agreement with Ameresco to conduct an energy audit on all city facilities and recommend improvements. This includes the Miami Beach Convention Center. The MBCC Facilities Manager noted that they have been investigating possible retrofit to energy efficient lighting, but have decided to stay with upgrading similar to existing fixtures because of the loss of overhead space needed for a fluorescent retro-fit. The large events at MBCC involve a great deal of overhead rigging and they are concerned the multitude of rigging points could cause damage to or misalign the fluorescent rows. AB Meeting Rooms -Investigate the possibility of replacing the PAR lamps with dimmable Compact Fluorescents Skyway from AB to CD -Lighting turned ON at 7:45 am -Good Concern: • Lighting and AHU schedules should be reviewed in relationship to building activity OPERATIONAL RESPONSIBILITIES Building Maintenance Concerns: During the transition inspection the following conditions were noted: • Contracted maintenance service is used to complete service work on Overhead doors • 2"d Level -Expansion joint between C/D and Centre -The Terrazzo floor is cracked either side of the expansion joint • Water Fountain /Pond on 1 ~` Level below centre of Skywalk -some water circulation -lights not working and pond is dirty (algae). The water feature should be made operational or be decommissioned. • Halfway between AB and CD - 2"d Level -Electrical box hanging away from wall -unsafe condition • Halfway between AB and CD - 2nd Level same Area - no trim covers on sprinkler heads -the ceiling the must have been replaced at some time • Catwalk -cover plates off electrical box -needs an extension box Housekeeping Discussion: • The Carpet Care Program is very effective; the carpet throughout the building is very well maintained and looks fresh and vibrant - it is difficult to find any staining G~ d~. o.~" TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER The majority of the Milliken Carpet squares were installed approximately 10 years ago -very good condition. Concerns: During the transition inspection the following conditions were noted: • There was a large amount of tape residue off the Exhibit Hall floors. The Exhibitors /Decorators are responsible for the clean up as part of the load out. The clean up is not being completed properly. • The Hard Surface Maintenance Program is not as effective as the carpet program. The terrazzo floors generally need to be refinished. The terrazzo flooring should be burnished. The floor finish is being applied without stripping. There is a build up on a number of the floors. In addition the hard surface floors are not being rinsed after before applying new floor finish • The face and tread of all escalator steps are in need of cleaning, there does not appear to be a cleaning program • Skywalk -viewing to Exhibit Halls -aluminum mullions dusty and handrails dirty • Skywalk from AB to CD -crumpled piece of paper on top of one of the arches • Halfway between AB and CD - 2nd Level the terrazzo floor needs to be refinished -the surface is scratched and there are stains under the top finish coats • Skywalk from AB to CD -Trash Container by Ladies Washroom is damaged • Doors (glass) at Entrance A are dirty • Glass on East side - Entrance A dirty • Entrance A & B -Exterior glass needs to be cleaned • Service Corridor -Supply air diffusers are soiled /dirty • Cobwebs throughout walls to ceilings in Exhibit Halls • The interior landscaping is overgrown • The Concourse seating squares are in need of repair and or cleaning. • The planter walls need the scuff marks removed. Painting Discussion: There is an effective painting program in place and the front of house is generally well maintained Concems: • Columns and perimeter walls could use some patch & paint with impact protection added to walls near the service areas - Wrap around -West side of building drywall needs to be repaired Entrance to Skywalk at west end -Blue paint blistering Skywalk to CD - 2"d Level -drywall seam separating Inventory Discussion: The large inventory of moveable equipment should be controlled, to reduce replacement expenses. ~~ G ,,..a°~'` TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER Concerns: • There are many 3 and 4 wheeled powered carts in an assortment of colors and states of repair. They should be incorporated into the Preventive Maintenance Program all units be of the same color and identified in a manner consistent with the building logos to present a professional appearance. • Engineering /Operations /Security have 18 scooters /golf carts. The need for each should be evaluated. • MBCC has 2 JG Booms; 2 Scissor Lifts and 3 Man Lifts. The scissor lifts are constant demand by the Painters and electricians an additional scissor lift should be considered in future budget preparation Other Buildings Discussion: • MBCC operations provide many services to the New World Symphony, Jackie Gleason Theatre, Colony Theater, Plymouth and Ansonia Hotels including mechanical /electrical maintenance, setup, cleaning and in the case of the Fillmore / Jackie Gleason Theater chilled water is supplied to the building. • While a management fee is charged it is unclear how many of these costs are charged back to each location. • With the new World Symphony building being constructed there is an expectation that the existing facility management agreement will continue in the new building. IT DATA TELEPHONE Discussion: • Telephone and Data Services are provided by Priority Networks. • It appears that the capacity of the system is sufficient for the building. Priority Network spoke of having a 25 pair and 1 fiber connection in almost every floor box. • The system infrastructure is capable of handling up to 800 phone and Internet lines for use in a large event. • The Boat show is serviced by a 50 pair underground cable to the Parking Lot • An inventory of all wireless equipment should be completed Concern: • The GM of Priority Network noted that they have upgraded the Infrastructure ($50,000). In addition he also commented that they have upgraded the routers etc ($30,000) -The GM of Priority Network should be asked to provide documentation to the City of Miami Beach to support the claim. Any further improvements should be approved prior to implementation. SECURITY Discussion: The following conditions were noted during the transition inspection: • Access to main Mechanical / Chiller Room from Loading Area was not locked • Large Monitors in Security Room not active at time of inspection G~~. SAN' - MI BEACH CONVENTION CENTER ,.,~°" TRANSITIONAL AUDIT MIA Concerns: Keys and locks -While not critical when compared to other required actions - a GGM re-keying program needs to be developed and implemented. SAFETY Concerns: • The four Cooling Towers are not identified Confined Space Work Spaces • Eye Wash Station in Chiller Room not being checked -dirty -not sanitary • Paint Shop -Eye Wash Station not being checked monthly • Paint Shop -Fire Extinguisher missing from wall bracket • Catwalk - At the end of the catwalk there is no railing = only a light weight chain to prevent someone falling from the catwalk to the floor below. The same condition exists as you enter the Catwalk from the stairwell (small section) • Service work was being performed on one of the motorized scooters - no chain fall or a specifically designed lift system was being used. The scooter in question was being held in place by "C" clamps while being held at approximately 5' on the forks of a fork lift. The mechanic was working below the scooter (see picture) JOB ORDER CONTRACTING WOC) A system that enables the City of Miami Beach to purchase of a large number of small to medium sized projects under the umbrella of a single, competitively bid construction contract. JOC have an office in MBCC. The following is an extract from the JOC Website and describes the services. Job Order Contracting is a unique indefinite quantity type of contract that enables facility owners to accomplish a large number of repair, maintenance and construction projects with a single, competitively bid contract. It eliminates the time and expense of completing the normal design-bid-construct cycle for each project. !t allows facility owners to decrease project duration and cost, while increasing quality. Contractors competitively bid an adjustment factor (e.g. 1.15) to be applied to a catalog of construction tasks with pre-set unit prices. The overall contract amount (the sum of the individual projects that maybe performed) is expressed as a range in dollar volume for example from $50,000 to $1,000,000. The contractor will be asked to perform a series of projects one after the other. The price for each project will be the pre-set unit prices multiplied by the quantity multiplied by the competitively bid adjustment factor. Prices are never negotiated. The prospect of additional work keeps the contractor motivated to provide timely, responsive, and high quality work The process certainly streamlines the procurement process however in some circumstances one has to question its cost effectiveness. Competitive bidding at the actual time of the needed purchase reflects the competitiveness in marketplace rather than at the time when the unit costs were compiled. G~B~ ,,.~°''"~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER MISCELLANEOUS STAFF OBSERVATIONS Discussion: • MBCC were very cooperative during the transition visit. There were many positive comments towards Global Spectrum. Staff members were particularly upset with the way SMG management conducted them during the proposal process. The staff has been in limbo for 2 months, they are looking forward to becoming Global Spectrum employees. _ • All employees were in uniform. • Employees' shifts are varied due to show requirements Concerns: • There were a number of chairs strategically located throughout Catwalk, suggesting staff use them during working hours • Maintenance Staff start work at 7:00 a.m. the Facilities Manager starts at 8:00 pm -Trades people "start up" the building and determine their own PM requirements • There is a small room on the Catwalk that contains a few chairs and a place to sleep suggesting staff use them during working hours • The Trades Work Areas /Loft is spacious and equipped with an assortment of power tools, hand tools, wood working equipment, paint and paint supplies. Equipment needs to be inventoried. All the trades people have their own desk/space in their work areas • The entire area needs to be organized, renovated and painted. • Restroom supplies are mixed in with building parts. • There is a room labeled Employee Training Room on the loft, this room was locked during visit. On the opposite side of the loft there is a room used for in-house tablecloth service. Some tablecloths are dingy /beyond repair and need to be replaced. • There are no weekly /monthly operations departmental meetings. • There seems to be little communication between other departments including with the Event Managers • There is a mind set that all employees know what needs to be done. • Smoking and employee breaks - No cigarette butt containers were visible. It was noticed that all cigarette butts are thrown on the ground. Containers need to be made available. Mindsets have to change. The area is unsightly as do the main entrances into the Exhibit Halls. • The Break Truck comes 5 times a day. Reason: Not everyone takes breaks at the same time. The possibility exists that some employees may be taking more than their allotted breaks. • There seems to "shaky" relationship with Centerplate G~ ,..+~''`" TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER -. .. . Priority Task Responsibility Date Assigned Target Date % Completed Date Completed Critical All Code Infractions should be resolved Critical The Life Safety issues should be corrected Critical The Safety infractions the Audit report be corrected _ Important PM Program should be implemented Thermal Concepts' scope of work in respect to the installation of the new mechanical equipment should be Important reviewed in depth. The project time lines should be reviewed to fully understand their impact on any upcoming events, shows and conventions The status of the Siemens Building and Environmental Control contract be reviewed with Siemens Inc to ensure Important there are no issues with the reduction in their scope of work in respect to the Thermal Concepts/Johnson Control _ Capital Project The impact of the Siemens Building and Environmental Important Control contract on the existing contract at the Jackie Gleason Theater should be reviewed Important Anew Building & Environmental Controls Service contract should be developed All outstanding Code Infractions and Life Safety issues from the VFA Facility Assessment Report dated August Important 2006 should be resolved as soon as possible. The work should be inGuded as part of the Capital Budget _ submission Important The existing Fire Safety Plan should be modified to the Global Spectrum Life and Fire Plan All concerns noted in the Housekeeping and Maintenance Important Sections should be corrected as soon as possible Short FF&E Inventory should be completed. Surplus equipment Term should be disposed of Short Mechanical /electrical /control equipment and ancillary Term equipment inventory should be completed Short An energy conservation and awareness program should Term be implemented Short A roof inspection program should be completed monthly; it Term should also occur following any severe weather occurzence. Short All Service and Inspection Reports completed on major Term Physical Plant equipment by Contracted Services should be obtained for review. Short The Trane Chiller warzanties in respect to the Eddy Term Current Testing should be reviewed Long A GGM keying program should be developed and Term implemented Note: The Audit recommendations have been listed using Critical, Important, Short Term and Long Term as the criteria for their recommended completion. ~ M~ G ,.~'` TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER .. . -..- Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Critical 6 Cooling Towers -Corrosion is present on 2 of the main cooling lines -Evaluate and repair Critical 18 VFA Assessment Report -That the aged (VFA) exterior doors need replacement -Critical Critical 18 VFA Assessment Report -Egress Pathways (VFA) obstructed -Critical Critical 18 VFA Assessment Report -Missing Electrical (VFA) covers /blocked panels -Necessary not yet critical Critical 18 VFA Assessment Report -Electrical floor (VFA) pockets worn /rusty -potentially critical Critical 18 VFA Assessment Report -Exit Signs missing - (VFA) Critical Critical 18 VFA Assessment Report -Fire Alarm system (VFA) devices lacking -Critical Critical 18 VFA Assessment Report -Non compliant Fire (VFA) Doors -Critical Critical 20 Fire Alarm System only tested annually - Should also be checked on a monthly basis by in-house staff Critical 20 Fire Extinguishers -Not checked monthly - complete an inventory and complete a formal monthly inspection Critical 20 Fire Extinguishers -Replace all missing units Critical 20 Emergency Lights -Develop & implement formal monthly test procedure for battery pack units Critical 20 Kitchen Hoods -should have been cleaned June 2008 -Fire Code infraction (Centerplate's responsibility) Critical 20 Service Corridor -Fire Extinguishers missing Critical 21 Decals be added to the Hose Cabinets that contain a fire extinguisher (where not visible) Critical 21 Fire Alarm panel is antiquated and needs to be brought up to current standards; spare parts are no longer available. Included in Capital Budget plan Critical 21 Security -Security locks all Exhibit Hall doors (Fire Exits) with padlocks when the building is empty. The situation needs to be discussed with local fire authorities -may be a Code Infraction ~~ G ,...~°``~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER -..- Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Important 5 Exhibit Floors -Large cracks /joints - re-apply jointing compound -some trip hazards Important 6 Columns in Exhibit Halls -Replace missing Fire Extinguishers Important 7 Entrance C - 3 sets of double doors held OPEN to the outside -Initiate Energy Management Awareness Program Important 8 Badc of House -Roll up & single personnel doors OPEN during Event -wasting energy Important 9 Roof - A formal monthly /weather occurrence inspection program should be implemented. Important 10 Datastream -Input all equipment into system as noted by VFA, include FF&E /ancillary equipment important 10 Datastream -Input all OEMs' PM requirements Important 10 Datastream -Activate Datastream PM Program Important 11 Pest Control -Pest problem in the South East Exhibit Hall Bstairs -Review with Toro Pest Management Important 11 Pest Control -Cockroach infestation in each lift pump stations -Review with Toro Pest Management Important 12 Contracted Services -All Service and Inspection Reports completed on major Physical Plant to be submitted to the Director of Operations for review Important 12 Contracted Services -All Service and Inspection Reports information included in the service report should be included in its Datastream equipment history Important 14 Building Controls Service Contract with Thermal Concepts should be negotiated for a one year period (warranty period) on the basis of 4 (quarterly) inspections Important 16 Waste Management -There is no effective trash clean-up program on the property. Increase pick up frequency Important 17 Waste Management -Develop & implement safety program & signs for use around Crushers Important 17 Code Infractions -The Main Fire Water Supply to the east side of the building stand pipe "SHUT OFF" - No visible Fire Watch patrolling - the unprotected area. Understand Fire Code requirements Important 17 Code Infractions -Two backflow prevention devices; one on each of the fire system water supply lines. Not tested and verified annually ~~~' . ,,.~"`' TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER -..- Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Important 17 Code Infractions -The Service Corridor directly below the Skywalk has a 2 hour fire rating however all fire-rated doors are propped open Important 18 Fire & Life Safety Plan -Update to GS standards Important 20 Fire & Life Safety Plan -updated plans should be approved by the City of Miami Beach Fire Department and the Building & Code Department Important 20 Fire Extinguisher -Mechanical Room (Dishwasher Heater Room) was missed during the 2008 inspection -last inspection June 2007. Important 20 S/W Stairwell -one door was propped open Important 20 SNV Stairwell -Valet Parking Office & goff cart is parked in the space. The use of an exit stairs for this type of activity shouk be checked with local building code /fire code authorities. Important 21 Emergency Generator should be operated in a loaded condition (minimum of 50%) for at least 1 hour each month Important 21 Lift Station Pumps are located in the same room -paint different color from Sprinkler Systems (red). Important 23 Skywalk -The skylights above the Skywalk need to be replaced -the "glazing panels' have delaminated -Consideration Capital Budget Important 26 IT Data Telephone - An inventory of all wireless equipment should be completed Important 26 Security -Access to main Mechanical / Chiller Room from loading Area was not locked Important 26 Security -Large Monitors in Security Room not active at time of inspection Important 27 Safety -The four Cooling Towers are not - identified Confined Space Work Spaces Important 27 Safety -Eye Wash Station in Chiller Room not being checked monthly -dirty -not sanitary Important 27 Safety -Paint Shop -Eye Wash Station not being checked monthly Important 27 Safety -Paint Shop -Fire Extinguisher missing from hanger ~,,o~,~. ~,~''°`~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER • -• ~- Priority Page Task Responsibil' ~ Date Assigned Target Date % Completed Date Completed Important 27 Safety -Catwalk - At the end of the catwalk there is no railing - only a light weight chain to prevent someone falling from the catwalk to the floor below. The same condition exists as you enter the Catwalk from the stairwell (small section) Important 27 Safety -Service work was being performed on one of the motorized scooters - no chain fall or a specifically designed lift system was being - used. Important 28 Observations -There were a number of chairs strategically located throughout Catwalk, suggesting staff use them during working hours -they should be removed Important 28 Observations -There are no weekly /monthly operations departmental meetings Important 28 Observations -There seems to be little communication between other departments including with the Event Managers - B~" ~M. _ G ,.~°~`~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER -..- Priority Page Task Responsibility _ Date Assigned Target Date % Completed Date Completed Short 2 Obtain City of Miami Beach MBCC evaluation Term criteria Short 4 Utility Ports -The interior of the utility ports Term need to be cleaned Short 4 Utility Ports -Connectivity testing of the IT and Term electrical outlets should also be completed Short 4 Utility Ports - VFA Assessment Report Term recommended replacement as a part of the capital budget Short 4 The relationship between MBCC and Priority Term Network needs to be completely understood Short 4 Ballroom Modernfold Air Walls are need of Term repair or replacement-included in Capital budget Short 5 C & D Entrance -The hard surface terrazzo Term floor should be refinished and burnished to brighten the appearance Short 5 Public Restrooms -Remove large Trash Cans Term from ADA stalls, replace with smaller ones of same design - do not purchase new Short 5 Drinking Fountains - Re-evaluate the intent to Term decommission all the drinking fountains Short 6 Trane Chillers -Obtain Eddy Testing results Term from Thermal Concepts for #1 -log info in Datastream Short 6 Trane Chillers -Obtain Eddy Testing costs for Term Chiller Units 2 8~ 3 Short 6 Trane Chillers -Obtain Service & inspection Term reports from Thermal Concepts -log info in - Datastream Short 6 Evaluate the need to have service contrail on Term Danfoss Variable Frequency Drives Short 7 Roof -Fresh Air Intake housings on the roof Term are corroding Short 7 Cooling Tower CT1 -Electrical conduit needs Term to be refastened to wall Short 7 Lift Station /Sprinkler Loop Room -Repaint Term pump lines (not Red) -Confusing _ Short 7 Review Thermal Concepts scope of work - Term Capital Project re: Scheduling & impail on upcoming Events Short 7 Pre-function & Meeting Rooms -Evaluate air Term flow and the need to rebalance systems Short 7 Noticeable temperature difference between 2n° Term & 3"' Levels and between 2ntl i£ 1~` Floor Public Entrances G~ d~. ,.~'' TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER -• .- Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Short 7 3'" Floor Skywalk Crossover -Investigate and Term resolve warm and limited air circulation Short 8 D230 Ceiling -Condensation droplets visible Term on the supply air diffuser Short 8 Roof -Screen on the Exhaust Fan above the Term Skywalk needs to be re-fastened Short 9 Roof -smaller roofs have large ballast - Term consider replacement -hazard during severe weather Short 9 Washington Avenue -Building Entrance Term facade needs to be painted -paint peeing - Short 9 Washington Avenue -planter walls should be Term pressure washed and the gum should be removed from sidewalks Short 9 Washington Avenue -Many cigarette butts Term around the entrances -cigarette cans / increase pick up frequency Short 9 Washington Avenue -Trash Containers at Term Entrance B but none were visible at Entrance A Short 9 Washington Avenue -Bus Stop should be Term cleaned and the trash should be removed more frequently Short 9 Convention Center Drive -Landscape mulch / Term ground cover should be refreshed Short 9 Convention Center Drive -Sidewalk should be Term power washed to remove gum and debris Short 9 Convention Center Drive -Frequency of trash Term collection should be increased Short 9 Convention Center Drive -Concrete sidewalk - Term cracked and uneven -slip and fall hazards Short 10 Convention Center Drive - MBCC considering Term removing the sidewalk as part of Capital Project -Evaluate need Short 10 Convention Center Drive -Check Tree Grate / Term Planters -Several electrical box covers missing /damaged Short 14 Building Controls Service Contrail formal RFQ Term be developed so that the service work can be competitively bid following the expiration of the -- warranty period. Short 15 Water Treatment - Consider aftemate service Term delivery model Short 16 Waste Management -Evaluate and develop a Term Recycling Program W~ G ,.-.~'~°~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER -..- Priori tY Pa a 9 Task Responsibility Date Assigned Target Date % Completed Date Completed Short 17 Waste Management -Additional containers / Term pulls are Shouds expense. It is not known how the "charge back" is managed Short 17 Code Infractions -There are no backflow Term prevention devices on the domestic water supply to MBCC Short 17 Code Infractions -The Service corridors are Term cluttered and in some cases the Fire Exit Route is partially restricted Short 17 Code Infractions -There are unprotected Term Sprinkler /Stand Pipe supply lines in areas where motorized scooters travel Short 17 Code Infractions -The door to the Mechanical Term Room (Dishwasher Heater Room) propped Open -should be locked -door closer not working Short 18 Code Infractions -There is a bent sprinkler Term pipe in the North overhang exit from Exhibit Hall A Short 24 Meeting Rooms -Investigate the possibility of Term replacing the PAR lamps with dimmable Compact Fluorescents Short 24 Lighting and AHU schedules -should be Term reviewed in relationship to building activity Short 24 Building Mtce - 2"d Level -Expansion joint Term between C/D and Centre -The Terrazzo floor is cracked either side of the expansion joint Short 24 Building Mtce -Water Fountain /Pond on 1~` Term Level below centre of Skywalk -some water circulation -lights not working and pond is dirty (algae). The water feature should be made operational or be decommissioned. Short 24 Building Mtce -Halfway between AB and CD - Term 2ntl Level -Electrical box hanging away from wall -unsafe condition Short 24 Building Mtce -Halfway between AB and CD - Term 2"° Level same Area - no trim covers on sprinkler heads -the ceiling the must have been replaced at some time Short 24 Building Mtce -Catwalk -cover plates off Term electrical box -needs an extension box Short 24 Housekeeping -Tape residue on Exhibit Hall _ Term floors. The Exhibitors /Decorators are responsible for the clean up as part of the load out. The clean up is not being completed properly. W~ G ,,~'°~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER -..- Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Short 25 Housekeeping -The Hard Surface Term Maintenance Program is not as effective as the carpet program. The terrazzo floors generally need to be refinished. The terrazzo flooring should be burnished. In addition the hard surface floors are not being rinsed after before apptying new floor finish Short 25 Housekeeping -The face and tread of all Term escalator steps are in need of Leaning Short 25 Housekeeping - Skywalk -viewing to Exhibit Terre Halls -aluminum mullions dusty and handrails dirty Short 25 Housekeeping - Skywalk from AB to CD - Term crumpled piece of paper on top of one of the arches Short 25 Housekeeping -Halfway between AB and CD Term - 2n° Level the terrazzo floor needs to be refinished -the surface is scratched and there are stains under the top finish coats Short 25 Housekeeping - Skywalk from AB to CD - Term Trash Container by Ladies Washroom is damaged Short 25 Housekeeping -Doors (glass) at Entrance A Term are dirty - Short 25 Housekeeping -Glass on East side -Entrance Term A dirty Short 25 Housekeeping - Entrance A & B -Exterior Term glass needs to be cleaned Short 25 Housekeeping -Service Corridor -Supply air Term diffusers are soiled /dirty Short 25 Housekeeping -The interior landscaping is Term overgrown Short 25 Housekeeping -Cobwebs throughout walls to Term ceilings in Exhibit Halls Short 25 Housekeeping -The Concourse seating Term squares are in need of repair and or cleaning. Short 25 Housekeeping -The planter walls need the Term scuff marks removed Short 25 Painting -Columns and perimeter walls could Term use some patch i;< paint with impact protection added to walls near the service areas Short 25 Painting -Wrap around -West side of building Term drywall needs to be repaired Short 25 Painting -Entrance to Skywalk at west end - Term Blue paint blistering Short 25 Painting - Skywalk to CD - 2n0 Level -drywall Term seam separating W G ,,~°"°'~° TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER -..- Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Short 26 Capital Budget -Consider additional Scissor Term Lift for use by Painters/Electrician Short 28 Observations -Maintenance Staff start work at Terre 7:00 a.m. the Facilities Manager starts at 8:00 pm -Trades people "start up" the building and determine their own PM requirements -Work and Task assignments should be given on the day prior Mid Tenn 4 Evaluate in-house electricians completing show hook-ups for Centerplate Food Services (no fee) Mid Term 4 A, B, C & D Meeting Rooms - IT wall boxes are showing damage -should be repaired or replaced Mid Term 5 Meeting Rms & Ballroom Service Doors - damaged due to impacts from rolling equipment. Repaint and consider impact plates Mid Term 5 Exhibit Floors -Evaluate lighting levels they seem unevenly distributed -void if covered by Ameresco. Mid Term 8 Pre-function Space -Condensation and rust present on many of the air supply diffusers Mid Term 27 Security - GGM re-keying program needs to be developed and implemented Long Term 7 Service Elevator by Carpenters Shop - Consider refurbishing Long Term 10 North Side of MBCC -Concrete curbs are showing signs of damage -consider replacement G~ '~~ . S~~E NAL AUDIT -MIAMI BEACH CONVENTION CENTER ,,,~•~°'' TRANSITIO .- Priority Page Task Res onsibili p ty Date Assigned Target Date % Completed Date Completed Short 2 Obtain City of Miami Beach MBCC evaluation Term criteria Mid 4 Evaluate in-house electricians completing Term show hook-ups for Centerplate Food Services (no fee) Short 4 Utility Ports -The interior of the utility ports Term need to be cleaned Short 4 Utility Ports -Connectivity testing of the IT and Term electrical outlets should also be completed Short 4 Utility Ports - VFA Assessment Report Term recommended replacement as a part of the capital budget Mid Term 4 A, B, C & D Meeting Rooms - IT wall boxes are showing damage -should be repaired or replaced Short 4 The relationship between MBCC and Priority Term Network needs to be completely understood _ Short 4 Ballroom Modernfold Air Walls are need of Term repair or replacement- inducted in Capital budget Short 5 C 8~ D Entrance -The hard surface terrazzo Term floor should be refinished and burnished to brighten the appearance Mid Tenn 5 Meeting Rms & Ballroom Service Doors - damaged due to impacts from rolling equipment. Repaint and consider impact plates -- Important 5 Exhibit Floors -Large cracks /joints - re-apply jointing compound -some trip hazards Mid Term 5 Exhibit Floors -Evaluate lighting levels they seem unevenly distributed -void if covered by Ameresco. Short 5 Public Restrooms -Remove large Trash Cans Term from ADA stalls, replace with smaller ones of same design - do not purchase new Short 5 Drinking Fountains - Re-evaluate the intent to Term decommission all the drinking fountains Short 6 Trane Chillers -Obtain Eddy Testing results Term from Thermal Concepts for #1 -log info in Datastream Short 6 Trane Chillers -Obtain Eddy Testing costs for Term Chiller Units 2 i3< 3 Short 6 Trane Chillers -Obtain Service 8~ inspection Term reports from Thermal Concepts -log info in Datastream Critical 6 Cooling Towers -Corrosion is present on 2 of -. the main cooling lines -Evaluate and repair W G ,.~°n'~°~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER .. Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Short 6 Evaluate the need to have service contrail on Term Danfoss Variable Frequency Drives Important 6 Columns in Exhibit Halls -Replace missing Fire Extinguishers Short 7 Roof -Fresh Air Intake housings on the roof Term are corroding Short 7 Cooling Tower CT1 -Electrical conduit needs Term to be refastened to wall Long Term 7 Service Elevator by Carpenters Shop - Considerrefurbishing Short 7 Lift Station /Sprinkler Loop Room -Repaint Term pump lines (not Red) -Confusing Short 7 Review Thermal Concepts scope of work - Term Capital Projeil re: Scheduling & impact on upcoming Events Short 7 Pre-function & Meeting Rooms -Evaluate air Term flow and the need to rebalance systems Short 7 Noticeable temperature difference between 2n° Term 8~ 3'd Levels and between 2nd li 1~` Floor Public Entrances Short 7 3'd Floor Skywalk Crossover -Investigate and Term resolve warm and limited air circulation Important 7 Entrance C - 3 sets of double doors held OPEN to the outside -Initiate Energy Management Awareness Program Mid Term 8 Pre-funilion Space -Condensation and rust present on many of the air supply diffusers Short 8 D230 Ceiling -Condensation droplets visible Term on the supply air diffuser Short 8 Roof -Screen on the Exhaust Fan above the Term Skywalk needs to be re-fastened Important 8 Bads of House -Roll up i;< single personnel doors OPEN during Event -wasting energy Important 9 Roof - A formal monthly /weather occurrence inspection program should be implemented. Short 9 Roof -smaller roofs have large ballast - Term consider replacement -hazard during severe weather Short 9 Washington Avenue -Building Entrance Term facade needs to be painted -paint peeing Short 9 Washington Avenue -planter walls should be Term pressure washed and the gum should be removed from sidewalks Short 9 Washington Avenue -Many cigarette butts Term around the entrances -cigarette cans / increase pick up Fequency Gw a ER ,,~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENT .. Priority Page Task Res onsibil' P ~ Date Assigned Target Date % Completed Date Completed Short 9 Washington Avenue -Trash Containers at Term Entrance B none were visible at Entrance A Short 9 Washington Avenue -Bus Stop should be Term cleaned and the trash should be removed more frequently Short 9 Convention Center Drive -Landscape mulch ! Term ground cover should be refreshed Short 9 Convention Center Drive -Sidewalk should be Term power washed to remove gum and debris Short 9 Convention Center Drive -Frequency of trash Term collection should be increased Short 9 Convention Center Drive -Concrete sidewalk Term cracked and uneven -slip and fall hazards Short 10 Convention Center Drive -MBCC considering Term removing the sidewalk as part of Capital Project -Evaluate need Short 10 Convention Center Drive - Chedk Tree Grate ! Term Planters -Several electrical box covers missing !damaged - Long Term 10 North Side of MBCC -Concrete curbs are showing signs of damage -consider replacement Important 10 Datastream -Input all equipment into system as noted by VFA, incude FF&E /ancillary equipment Important 10 Datastream -Input all OEMs' PM requirements Important 10 Datastream-Activate Datastream PM Program Important 11 Pest Control -Pest problem in the South East Exhibit Hall Bstairs -Review with Toro Pest Management Important 11 Pest Control - Cockroach infestation in each lift pump stations -Review with Toro Pest Management Important 12 Contracted Services -All Service and Inspection Reports completed on major Physical Plant to be submitted to the Director of Operations for review Important 12 Contracted Services -All Service and Inspection Reports information included in the service report should be included in its Datastream equipment history Important 14 Building Controls Service Contract with Thermal Concepts should be negotiated for a one year period (warranty period) on the basis of 4 (quarterly) inspections IAg~' M~ G "`~ NSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER ,,,,~ TRA .. Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Short 14 Building Controls Service Contrail formal RFO Term be developed so that the service work can be competitively bid following the expiration of the warranty period. Short 15 Water Treatment -Consider akemate service Term delivery model Important 16 Waste Management -There is no effective trash clean-up program on the property. Increase pick up frequency Short 16 Waste Management -Evaluate and develop a Term Recycling Program Important 17 Waste Management -Develop & implement safety program & signs for use around Crushers Short 17 Waste Management-Additional containers / Term pulls are Show's expense. It is not known how the "charge back" is managed Important 17 Code Infractions -The Main Fire Water Supply to the east side of the building stand pipe "SHUT OFF" - No visible Fire Watch patrolling the unprotected area. Understand Fire Code requirements Important 17 Code Infractions -Two backflow prevention devices; one on each of the fire system water supply lines. Not tested and verified annually Short 17 Code Infractions -There are no backflow Term prevention devices on the domestic water supply to MBCC Important 17 Code Infractions -The Service Corridor directly below the Skywalk has a 2 hour fire rating however all fire-rated doors are propped open Short 17 Code Infractions -The Service corridors are Term cluttered and in some cases the Fire Exit Route is partially restricted Short 17 Code Infractions -There are unprotected Term Sprinkler /Stand Pipe supply lines in areas where motorized scooters travel Short 17 Code Infractions -The door to the Mechanical Term Room (Dishwasher Heater Room) propped Open -should be locked -door closer not working Short 18 Code Infractions -There is a beM sprinkler Term pipe in the North overhang exit from Exhibit Hall A Critical 18 VFA Assessment Report -That the aged (VFA) exterior doors need replacement -Critical Critical 18 VFA Assessment Report -Egress Pathways (VFA) obstructed -Critical W~ G ,,,~°~` TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER ~ .. Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Critical 18 VFA Assessment Report -Missing Electrical (VFq) covers /blocked panels -Necessary not yet critical Critical 18 VFA Assessment Report -Electrical floor (VFA) pockets worn !rusty -potentially critical Critical 18 VFA Assessment Report -Exit Signs missing - (VFA) Critical Critical 18 VFA Assessment Report -Fire Alarm system (VFA) devices lacking -Critical Critical 18 VFA Assessment Report -Non compliant Fire (~/Fq) Doors -Critical Important 18 Fire & Life Safety Plan -Update to GS standards Important 20 Fire i~ L'rfe Safety Plan -updated plans should be approved by the City of Miami Beach Fire Department and the Building 1£ Code Department Critical 20 Fire Alarm System only tested annually - Should also be checked on a monthly basis by in-house staff Critical 20 Fire Extinguishers -Not checked monthly - complete an inventory and complete a fomral - monthly inspection Critical 20 Fire Extinguishers -Replace all missing units Critical 20 Emergency Lights -Develop 8~ implement formal monthly test procedure for battery padk units Important 20 Fire Extinguisher -Mechanical Room (Dishwasher Heater Room) was missed during the 2008 inspection -last inspection June 2007. Critical 20 Kitchen Hoods -should have been ceaned June 2008 -Fire Code infraction (Centerplate's responsibility) Critical 20 Service Corridor -Fire Extinguishers missing Important 20 SNV Stairwell -one door was propped open Important 20 SNV Stairwell -Valet Parking Office & goff cart is parked in the space. The use of an exit stairs for this type of activity should be checked with local building code /fire code authorities. Important 21 Emergency Generator should be operated in a loaded condition (minimum of 50%) for at least 1 hour each month Critical 21 Decals be added to the Hose Cabinets that contain a fire extinguisher (where not visible) ~Bp~, UM. G o„~°'`"~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER ~ .. Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Critical 21 Fire Alarm panel is antiquated and needs to be brought up to current standards; spare parts are no longer available. Included in Capital Budget plan Important 21 Lift Station Pumps are located in the same room -paint different color from Sprinkler Systems (red). Critical 21 Security -Security locks all Exhibit Hall doors (Fire Exits) with padlocks when the building is empty. The situation needs to be discussed with local fire authorities -may be a Code Infraction Important 23 Skywalk -The skylights above the Skywalk need to be replaced -the "glazing panels" have delaminated -Consideration Capital Budget Short 24 Meeting Rooms -Investigate the possibility of Term replacing the PAR lamps with dimmable Compact Fluorescents Short 24 Lighting and AHU schedules -should be Term reviewed in relationship to building activity Short 24 Building Mtce - 2nd Level -Expansion joint Term between C/D and Centre -The Terrazzo floor is cracked either side of the expansion joint Short 24 Building Mtce -Water Fountain /Pond on 1~` Term Level below centre of Skywalk -some water circulation -lights not working and pond is dirty (algae). The water feature should be made operational or be decommissioned. Short 24 Building Mtce -Hallway between AB and CD - Term 2nd Level -Electrical box hanging away from wall -unsafe condition Short 24 Building Mtce -Halfway between AB and CD - Term 2"d Level same Area - no trim covers on sprinkler heads -the ceiling the must have been replaced at some time Short 24 Building Mtce -Catwalk -cover plates off Term electrical box -needs an extension box Short 24 Housekeeping -Tape residue on Exhibit Hall Term floors. The Exhibitors /Decorators are responsible for the clean up as part of the load out. The clean up is not being completed properly. Short 25 Housekeeping -The Hard Surface Term Maintenance Program is not as effective as _ the carpet program. The terrazzo floors generally need to be refinished. The terrazzo flooring should be burnished. In addition the hard surface floors are not being rinsed after before applying new floor finish Short 25 Housekeeping -The face and tread of all Term escalator steps are in need of ceaning IABa' ~~~ G ,,,,~"'~°~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER ._ Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Short 25 Housekeeping - Skywalk -viewing to Exhibit Term Halls -aluminum mullions dusty and handrails dirty Short 25 Housekeeping - Skywalk from AB to CD - Term crumpled piece of paper on top of one of the arches Short 25 Housekeeping -Halfway between AB and CD Term - 2n0 Level the terrazzo floor needs to be refinished -the surface is scratched and there are stains under the top finish coats Short 25 Housekeeping - Skywalk from AB to CD - Term Trash Container by Ladies Washroom is damaged Short 25 Housekeeping -Doors (glass) at Entrance A Term are dirty Short 25 Housekeeping -Glass on East side -Entrance Term A dirty Short 25 Housekeeping - Entrance A & B -Exterior Term glass needs to be Leaned Short 25 Housekeeping -Service Corridor -Supply air Term diffusers are soiled /dirty Short 25 Housekeeping -The interior landscaping is Term overgrown Short 25 Housekeeping -Cobwebs throughout walls to Term ceilings in Exhibit Halls Short 25 Housekeeping -The Concourse seating Term squares are in need of repair and or cleaning. Short 25 Housekeeping -The planter walls need the Term scuff marks removed Short 25 Painting -Columns and perimeter walls could Term use some patch & paint with impact protection added to walls near the service areas Short 25 Painting -Wrap around -West side of building Term drywall needs to be repaired Short 25 Painting -Entrance to Skywalk at west end - - Term Blue paint blistering Short 25 Painting - Skywalk to CD - 2n° Level -drywall Term seam separating Short 26 Capital Budget -Consider additional Scissor Terre Lift for use by Painters/Eledrician Important 26 IT Data Telephone - An inventory of all wireless equipment should be completed Important 26 Security -Access to main Mechanical / Chiller Room from Loading Area was not locked Important 26 Security -Large Monitors in Security Room not active at time of inspection Mid Term 27 Security - GGM re-keying program needs to be developed and implemented ~ M~ G ,,,,~^°~~ TRANSITIONAL AUDIT -MIAMI BEACH CONVENTION CENTER ~ •_ Priority Page Task Responsibility Date Assigned Target Date % Completed Date Completed Important 27 Safety -The four Cooling Towers are not identified Confined Space Work Spaces Important 27 Safety -Eye Wash Station in Chiller Room not being checked monthly -dirty -not sanitary Important 27 Safety -Paint Shop -Eye Wash Station not being checked monthly Important 27 Safety -Paint Shop -Fire Extinguisher - missing from hanger Important 27 Safety -Catwalk - At the end of the catwalk there is no railing - only a light weight chain to prevent someone falling from the catwalk to the floor below. The same condition exists as you enter the Catwalk from the stairwell (small section) Important 27 Safety -Service work was being performed on one of the motorized scooters - no chain fall or a specifically designed lift system was being used. Important 28 Observations -There were a number of chairs strategically located throughout Catwalk, suggesting staff use them during working hours -they should be removed Short 28 Observations -Maintenance Staff start work at Term 7:00 a.m. the Facilities Manager starts at 8:00 pm -Trades people "start up" the building and determine their own PM requirements -Work and Task assignments should be given on the day prior Important 28 Observations -There are no weekly /monthly operations departmental meetings Important 28 Observations -There seems to be little communication between other departments including with the Event Managers FACILITIES RATE SCHEDULES (in effect as of Commencement Date) MIAMI BEACH CONVENTION CENTER RENTAL RATE STRUCTURE - CONVENTIONS/TRADE SHOWS EFFECTIVE May 26, 2004 through current Exhibit Space Rental Rate: 5.70 per net square foot for up to 6 days; plus 5.08 per net square foot for each additional day beyond 6 days; with a minimum rate base of 40,000 net square feet utilized per hall; whichever is GREATER. Non Exhibit Functions in Ha/l: (Meetings, Banquets, Genera/ Sessions, Concerts) The base rental rate for each hall if used for a meeting is 56,500.00 per hall per event day, and 53,250.00 per move-in/move-out day. This does not include equipment or services. (See Event Guide for equipment charges and services.) Meeting Booms: Meeting room quadrants adjacent to the hall rented will be complimentary on show days when there is an event/show in the hall. This includes aone-time complimentary set-up of chairs, tables, riser, skirted head table, podium and water for head table only,. (Tablecloths and water for room are not included.) It a convention or trade show group needs additional meeting space in another hall quadrant of a halt that is not being utilized, or on a non-show day, the space rental rate is 51,500.00 per quadrant per day.. This includes aone-time set-up of chairs, tables, 6' x 8' riser, podium and up to eight (8} hours of air conditioning. (See Event Guide for other equipment charges and services.) Show Offices: When halls are rented, the designated show offices are on a complimentary basis from start of move-in through the completion of move-out. Meeting Rooms as Exhibit Space: /f a ha/1 is not rented and the meeting space only is rented for a trade show, it will be a minimum of 52,500.00 per show day, and 59,250.00 per move-in/move-out day, when a show featuring exhibits wi/l be held. /f the adjacent hall is rented, the shows net square foot rate will apply to exhibits in the meeting areas. Corridor renta/needs to be discussed with a Saes Representative. Byron Carlyle Theater Rental Rates Non-Profit Organizations Performances Second Performance 2 hr. prior to Same Day Advertised time of curtain Operating Budgets: $250,000 or Below $500 (5 hrs.) $250 additional $250,000 - $500,000 $700 (5 hrs.) $350 additional $500,000 and above $900 (5 hrs.) $450 additional Load In/ Rehearsal Rate: $550 (12 hours) Tech /Rehearsal Same Day As Show $250 (8 Hours) Overtime $50 per hour For-Profit Organizations Performances $1,000.00 (5 hours) 2nd Performance (Same Day) $500.00 Load In/ Rehearsal Rate: $800 (12 hours) Tech /Rehearsal Same Day As Show $450 (8 Hours) Overtime $100 per hour Special Film Screening Rate: Monday -Wednesday $675 per show (includes House Fees & Projectors) Summer and Mid-Week Rental Rate: (June 1 through September 31st and Monday-Wednesday year round) All rental Days: $475 House Fee per Show: $200 Additional Same Day Show: $100 Repertory Theater Discount Rates: For repertory theater groups willing to commit to three different long-run shows per year at the Byron Carlyle, the City proposes a rental scenario that considers a base rent plus a $2.00 commission on each ticket sold. For repertory theater groups .that commit to three different productions a year, four weeks at a time, the following base rent and surcharge would apply: One Three Surcharge Surcharge Surcharge technical performance 40% 60% 80% week weeks ca aci ca aci ca aci Actual operating $2,350 $7,932 n/a ~ n/a n/a cost Rent charged $1,500 base $5,000 base $2,880 $4,320 $5,760 (Base + % of sales All additional shows and technical days wou~a oe ouiea ac cost. Repertory Dance Discount Rates: For repertory dancer groups willing to commit to three different long-run shows per year at the Byron Carlyle, the City proposes a rental scenario that considers a base rent plus a $2.00 commission on each ticket sold. For repertory dance groups that commit to three different productions a year, two weeks at a time, the following base rent and surcharge would apply: Byron Carlyle Three Two Surcharge Surcharge Surcharge technical performance 40% 60% 80% da s weeks capaci ca aci capaci Rent charged $1,000 $3,000 $1,440 $2,160 $2,880 (Base + % of sales All additional shows and technical aays wouia oe oiuea at wst. Week-long Rentat Discount Rates for Guaranteed Minimum Six-show Run: BYRON-CARLYLE Current Rate Actual Cost Pro osed Rate Load-In da $550-$800 $470.68 $475 Show, includin house fees $850 - $1,350 $661.18 $675 Deposits $500:00 security /damage deposit {refundable) 50% on Signing of Contract (non refundable) Final payment is Due 30 days prior to event. Front of House Fees $350.00 includes House Manager, Ticket takers, Ushers, Maintenance Crew for first performance. Security $50.00 per performance {4 Hr.) A Security guard may be required at the discretion of the management or requested by the client. All cost will be paid by the Lessee Lobby Reception Fee - $20.00 per hour with 2 hour minimum. Merchandising Policy -Client will staff merchandise sales and pay 15% commission on all sales. Colony Theatre Theater Rental Rates Non-Profit Organizations Performances Second Performance 2 hr. prior to Same Day Advertised time of curtain Operating Budgets: $250,000 or Below $600 (5 hrs.) $300 additional $250,000 - $500,000 $800 (5 hrs.) $4.OOadditional $500,000 and above $1,000 (5 hrs.) $500 additional Load In/ Rehearsal Rate: $750 (12 hours) Tech /Rehearsal Same Day As Show $300 (8 Hours) Overtime $75 per hour For-Profit Organizations Performances$1,500.00 (5 hours) 2nd Performance (Same Day)$750.00 Load In/ Rehearsal Rate: $1000 (12 hours) Tech / Reheansal Same Day As Show $500 (8 Hours) Overtime $150 per hour Special Film Screening Rate Monday -Wednesday $900 per show (includes House Fees & Projectors) Summer and Mid-Week Rental Rate: (July 1 through August 31st and Monday-Wednesday year round) All rental Days: $600 House Fee per Show: $350 Additional Same Day Show: $175 Week-long Renta{ Discount Rates for Guaranteed Minimum Six-show Run: COLONY THEATER Current Rate Actual Cost Proposed Rate Load-In da $750-$1,000 $526.21 $550 Show, includin house fees $950 - $1,850 $893.21 $900 Deposits 50°h on Signing of Contract (non refundable) $500.00 security deposit (refundable) Final payment is Due 30 days prior to event. Front of House Fees $350.00 includes House Manager, Ticket takers, Ushers, Maintenance Crew for first performance. $175.00 for second performance in the same day. Security $50.00 per performance (4 Hr.) ' A Security guard may be required at the discretion of the management or requested by the client. All cost will be paid by the Lessee Lobby Reception Fee - $20.00 per hour with 2 hour minimum. Merchandising Policy -Client will staff merchandise sales and pay 15% commission on ail sales. ~~ ~~ . ~~, , RESOLUTION NO. 2000-24166 A RESOLUTION OF THE MAYOR AND CITY CONIlVIISSION OF THE CITY OF NIIAIVII BEACH APPROVING A POLICY FOR THE ISSUANCE 4F g~ ~~ ~, BY USERS OF THE MIAMI BEACH CONVENTION - the City is desirous of making the Miami Beach Convection ~ - avafiable to deserving events at reduced costs; and WHEREAS, the existence of those events will serve to benefit the profile of the City, tither economically or with regard to quality of life; and WHEREAS, the City wishes to establish a policy to address such requests from those deserving events; specifically, regarding requests for rest . MBCC; and WI3EREAS, the Convention ~~ Board was created, in part, to advise the Mayor and City Commission and address such cost redaietion requests; and WHEREAS, the attached policy will allow qualiij-ing events reductions of from ten (10%) to one-hundred percent (140%} of base rental fees upon meeting certain criteria. NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIANII BEACH, FLORIDA that the Mayor and City Commission of the City of Miami Beach herein approve the attached policy for the issuance of rest waivers ~ ' users of the Miami Beach Convention Center. - ,ADAPTED this 8th day of November , 2 ~? -MAYOR ATTEST: CLE1tK - APPROVED AS'EC) FORM 81ANGUAC~ 8 FOR EXECUTION t~3/r~ CNy Atb DoM Miami Beach Convention Center Guidelines for Rent Waiver Coaaideration • A group seeking any adjustment of waiver of cost or rent must first bring its request to the City's Convention Center Advisory Board for consideration and recommendation. • The group must submit a detailed written description of the event, its history, and why it should be considered for adjustment. Financial Information Requirements: • The group must supply its most recent audited financial statement. • The group must supply financial information relative to the uses of funding for its stated service mission. • The group must provide a current event budget; this budget must disclose all sources and uses of fiords related to the event. • The. group must disclose its efforts in securing corporate and private sponsorships. • The Convention Center Advisory Board shall only consider groups that are SO1(c) 3 organizations. Cost or Rent Waiver Amount Guidelines: • The Convention Center Advisory Board may waive up to 100% of the rent, providing the event principally benefits the citizens of Miami Beach or is based in Miami Beach, or has significant community impact as defined below. Any recommendation made by the Convention Center Advisory Board is subject to and contingent upon: approval by the Mayor and City Commission. • Total rent discounts and waivers shall not exceed $15,000 per event. • Total annual rent waivers granted a particular group or for a particular event shall be capped at $100,000. Community Impact Requirements: •. The group must provide a written explanation as to why the event cannot be held at a local hotel. • Consider a request for cost or rent waivers by major Countywide special events. • Not consider requests from any group whose event dates conflict with the booking of a full paying client or event. • Consider groups that have a demonstrable positive impact on the facility, the City and/or the County, i.e. Significant hotel night generation, increased business profile etc. • Consider groups or organizations that are based in Miami Beach or provide the majority of their servict to the residents of Miami Beach. C{TY OF MIAMI BEACH CITY HALL 1700 CODIVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 grg-O~ COMMISSION MEMORANDUM NO. DATE: November 8, 2000 TO; Mayor Neisen O. IKasdin and Members of the City Commission FROM: ~ Jorge M. Gonzalez , ,.,,,/ City Manager ~" a SUB3ECT: A RESOLUTION OF THE MAY CITY OF MIAMI BEACH ADOPTIN DISCOUNTS AND RENT WAIVE MIANII BEACH. CONVENTION *"~"'~STRATION RECOMMENDATION: 1fL11L1 OR AND CITY COMIVIISSION OF THE G A POLICY FOR THE ISSUANCE OF litS REQUESTED. BY USERS OF THE CENTER Adopt the Resolution. BACKGROUND: At its regular meeting of May I0, 2000, the City Commission referred to the Community Affairs Committee the issue of rent waivers for requesting groups at the Miami Beach Convention Center (MBCC}.. On June 6, the Community Affairs Committee voted to recommend that the then~urrent policy of a ten percent discount availability upon approval of the Convention Center Advisory Board be continued, and that no further waivers be available through the City Commission. On June 28, the minutes of the Community Affairs Committee were referred to Commission. On September 27, the Commission, however,•requested the Administration to ftuther review and preseirt options to the Commission for the granting of rent waivers to•requesting users of the MBCC, and the guidelines for consideration of such requests. This item was also addressed at the Convention Center Advisory Board (CCAB) meeting of pctober 24, 2000. A copy of options developed by the Administration and SMG (see attached) was presented to the CCAB for its consideration. At that time, the CCAB recommended that the policy as it existed prior to May 10, with the CCAB ability to grant ten percent reduction of rent and any further discounts and/or waivers be heard by City Commission, be reinstated . Agenda Item ~~'~ Date ~ ~'- g`y~ The Administration has met with SMG, managing agent for the MBCC, and feather reviewed options available. The Administration recommends that the CCAB continue with its ability to grant a ten percent discount on base rent to requesting groups meeting appropriate criteria (see attached resolution 600-95~. Furthermore, the Administration recommends that the CCAB be empowered to grant waivers of up to one-hundred percent of base rent, or 515,000, whichever is lesser, to deserving. events meting a more rigorous scrutiny. Such criteria for fiathea waivers would include a requirement that the pnneary beneficiaries of the organiza-tion's effort be the residents of the City of Miami Beach, or that the organization be based is 1Viiami Beach The total amount waived in the coeerse of a fiscal year by the CCAB.shall be limited to S65,OOU. This amount represents the average amount of rent waived in the past three years. Additionally, any waiver of more than fifly~ercent of base rent shall be subject to ratification of the City Commission. cON_ CLUSION: The Mayor and Commission should adopt the Resolution. JMC3:N~:DT:dtr~c F.~CpP}vCN'lg~EyERYON1E~Comm Mena Fee Waivers 11~800.doc EXHIBIT "H" INSURANCE REQUIREMENTS FOR USERS/LESSEES OF THE FACILITIES MIAMI BEACH CONVENTION CENTER INSURANCE REQUIREMENTS 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 Miami Beach Convention Center (MBCC). Lessee shall not occupy the premises until proof of the following insurance coverage has been furnished to the City and MBCC. a. Commercial general liability insurance, on an occurrence form, in the amount of One Million ($1,000,000.00) Dollars per occurrence/One Million ($1,000,000.00) Dollars in the general aggregate, 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 Global Spectrum as additional insured. b. Automobile (lability 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 Global Spectrum as additional insured. c. Workers' compensation and employer's liability coverage as required by Florida Statute. d. All coverage provided by the Lessee are primary to any insurance or self- insurance program the City has for the MBCC and the Lessee and their insurance shall have no right of recovery or subrogation against the Operator. e. A11 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 your EM by submission of an original certificate of insurance thirty (30) days prior to the lease period. Certificates must state that: "This coverage is primary to all other similar coverage carried by the City of Miami Beach, and/or Global Spectrum, and the Lessee and their insurance have no right of recovery or subrogation against the operator. 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 your event. When a certificate of insurance is issued by an agent out of the State of Florida, the certificate must be countersigned by a Florida Resident Agent, and the agency name and address must be included. If your exhibitors utilize independent contractors, we require verification of insurance in the same limits defined in your lease with the MBCC. One million dollar General Liability coverage may be purchased through the at the rate of with a minimum of ~ .Please consult with your Event Manager if you wish to consider this option. ~~ Insurance Requirements The City of Miami Beach and S~4E~ must be named as an additional insured and policyholder on all insurance certificates issued for the event. A(I insurance policies must be issued by companies that are authorized to do business in the State of Florida, and have a rating of B+VI or better in the current edition of Best's Key Rating Guide. The Certificate of Insurance .must state the- time, date, location and name of the covered event, including set-up and breakdown day(s), date(s), and time(s). Applicants have the option of submitting a Certificate of Insurance for each policy year. The City of Miami Beach reserves the absolute right at its sole discretion to increase these requirements, as necessary, to protect the interests of the City, including an increase in the amount and type of coverage required, depending upon the scope and nature of the special event. Commercial General Liability. -Commercial General Liability insurance, on an occurrence form, must be obtained in the amount of at least $1,000,000 per occurrence for bodily injury, death, property damage, and personal injury. The policy must include coverage for contractual liability. SMG can at a cost provide the Lessee with the necessary liability insurance. (Please contact SMG for details and rates). Worker's Compensation and Employer's Liability -Contractors must submit proof of Workers' Compensation and Employer's Liability in the form of a Certificate of Insurance. All other State regulations apply. • Liquor Liability - If alcoholic beverages are to be sold or served at the event, the group or individuals selling or serving the alcoholic beverage must obtain Liquor Liability Insurance in the minimum amount of $1,000,000. The sale ~of alcoholic beverages must be in compliance with the Liquor Control Regulations of the Code of the City of Miami Beach. The City's Risk Manager must approve the Certificate of Insurance. Once approved, the Certificate will be kept on file in the Risk Management Division. The insurance requirements must be met no later than thirty (30) days prior to the event.