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2018 License Agreement Miami Beach Convention Center d013- 5.01/ I I 2018 LICENSE AGREEMENT MIAMI BEACH CONVENTION CENTER THIS LICENSE AGREEMENT (the "Agreement") is made and entered into this Z. day of OCTct(31ER, 2018 (the"Effective Date"), by and between Global Spectrum, L.P., d/b/a Spectra Venue Management, a Delaware limited partnership, having an office at 3000 N.W. 125th Street, Miami, FL 33167, as agent on behalf of City of Miami Beach Florida ("Licensor"), and Art Basel U.S. Corp, a Florida corporation, having an address at 1111 Brickell Ave, Ste. 1700, Miami, FL 33131, C/O MCH Swiss Exhibition (Basel) Ltd. P.O. Box, CH-4005 Basel, Switzerland ("Licensee"), and the City of Miami Beach, Florida, a municipal corporation, having an address at 1700 Convention Center Drive, Miami Beach, Florida ("Owner") (collectively referred to as "Parties", or singularly as a "Party", as the case may be). RECITALS WHEREAS,the Owner owns the Miami Beach Convention Center, located in Miami Beach, Florida (the"Center"), and has engaged Licensor to manage and operate the Center on the Owner's behalf; and WHEREAS, Licensor is authorized to enter into agreements on behalf of the Owner for use of space within the Center;and WHEREAS, Licensee desires to license space within the Center for the production and operation of the annual art show entitled'Art Basel in Miami Beach' (the "Annual Show" or "Event"), and Licensor agrees to license such space, under and subject to the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, INTENDING TO BE LEGALLY BOUND, AND IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED IN THIS AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED,THE PARTIES HERETO AGREE AS FOLLOWS: SECTION I. SPECIFIC TERMS OF LICENSE. A. PREMISES, LICENSE PERIOD FOR THE ANNUAL SHOW,AND LICENSE FEE Premises: License Period for the Annual Show License Fee Halls A-D, all new and existing As further detailed below, and unless stated otherwise As further detailed below, and subject to ballroom areas (including the Art within this Agreement,the"License Period"shall begin specified adjustments (if any) contained Deco Ballroom, Ocean Drive at 12:01AM (EST) on Monday, November 19, 2018 within Section II of this Agreement, Ballroom, Lincoln Road Ballroom, and conclude at 11:59PM (EST) on Friday, December including termination, the estimated and Sunset Vista Ballroom 14, 2018. Please note that although Thursday, minimum "License Fee" for the full use and (collectively, the foregoing November 28, 2018 is Thanksgiving Day, the office enjoyment of the Premises, including ballrooms referred to herein as the areas at the Center will remain open and accessible to applicable Florida state and municipal sales "Junior Ballrooms") , the new the Licensee and its employees, agents and and use tax (as detailed and separately Grand Ballroom, all .new and contractors. stated below), is US$380,064.00, which existing meeting room and office shall be paid by the Licensee in accordance space areas, the park located on 11/19/18 (5:00 A.M.)—12/04/2018 Move-In* with Section I.D of this Agreement. the north side of the Center, 12/05/18(Wed)- 12/09/2018 (Sun) Show** excluding the Carl Fisher 12/10/18- 12/14/2018 (11:59 P.M.)Move-Out License,Fee Rate & Florida Sales Tax: Clubhouse and exterior frontage to Minimum of$88,800 based on 40,000 NSF, Washington Avenue enclosed by (Thur., 11/22/2019 is Thanksgiving Day; option for versus NSF rate ($2.22), whichever is construction fencing and Licensee to use for Move-in upon notice, with the greater, per hall ($.70 up to 6 days and$.08 windscreen (the "21st Street License Fee to be increased by$.08 for that additional each additional day); plus $24,864 for 7% Park"), and on a non-exclusive day). Florida State Rental Sales Tax, provided, basis, areas ancillary thereto however,that Licensee shall not be charged within the Center and common *Licensee agrees that Owner's contractor, Clark any license fee for use of the Junior areas, including, without limitation, Construction, and its subcontractors, as applicable, Ballrooms or the Grand Ballroom the east lobbies, west lobbies, shall have 'access to the Premises from November (collectively referred to herein as the ballroom pre-function spaces, the 19, 2018 through December 4, 2018, for purposes of "Ballrooms"), except as provided in Section public and service corridors and completing construction work that may be required to I.G.xvii below, or for use of any other loading docks (collectively, the facilitate Licensee's use thereof, and so long as such portions of the Premises, other than the "Premises") work does not constitute a Material Impact to halls. Licensee's ability to use the Premises during such period. Minimum License Fee of: US$380,064.00 **During Show days, Owner's contractor, Clark Number of Days=26 Days Construction, and its sub-contractors, shall be available (excluding Thanksgiving) and may have access to the Premises for troubleshooting purposes only, as necessary to facilitate the successful completion of the Event. 1 B. EVENT DESCRIPTION: Art Basel Miami Beach C. EXPECTED ATTENDANCE: Approximately 80,000(based on 2017 attendance estimates) D. DEPOSIT: 2018: $38,064.00 Within three (3) calendar days of full execution of the Agreement by all parties $171,000.00 August 20, 2018 or within three (3) calendar days of full execution of the Agreement by all parties(whichever is later) $171,000.00 October 20,2018 E. NOT USED. F. CANCELLATION OF ANNUAL SHOW OR TERMINATION OF AGREEMENT BY LICENSEE: The provisions of Section 11.16 of this Agreement shall govern in the event of cancellation of the Annual Show, or other termination of this Agreement,without cause, prior to the conclusion of the Annual Show. G. SPECIAL CONDITIONS: i. Initial Meeting Room Set-Up: Licensor shall provide a complimentary one-time Annual Show set-up of equipment to include tables, chairs, podium, and risers will be provided in the meeting rooms based on available inventory. Any changes, re-sets or additional equipment will be charged at the rates set forth in the MBCC Building Users Guide. ii. Air Conditioning: Air conditioning will be provided by the Licensor in the interior areas of the Center (the Halls, the Meeting Quadrant, the Ballrooms) during show days only. If air conditioning is required during non-show days, Licensee shall be charged at the rate of$190 per hour, or$1,500.00 per day. iii. Stagehand Labor: Stagehand labor at prevailing rates required for technical AN needs relating to sound, lights and microphone hook-up. All stagehand labor estimates must be paid prior to the Annual Show. iv. Box Office and Ticketing: Licensee will be solely responsible for box office operations, including credit card terminals and build-out of any ticketing box offices for the provision of on-site sales at the Premises. v. Competing Event Protection Clause: Licensor and Owner agree that they will not lease or license any portion of the Center, Premises or surrounding spaces and facilities to any Competing Event for the period commencing 30 days before Licensee's first show day, and concluding 30 days after Lessee's last show day (the "Protection Period"). A "Competing Event" is hereby defined as an art fair or any other similar commercial art event, including, without limitation, an event where the primary purpose of the show is for an art auction (but excluding any auction that may be incorporated as part of a fund-raiser, gala, or other event at the Center). The determination of whether or not an event is a "Competing Event" shall be within the reasonable discretion of the Licensee, and shall be based upon the product lines in the proposed event's show (with the understanding that any type or style of fine art, other than jewelry, may be competitive). The Parties further agree that the 2018 event show titled "Design Miami" shall not constitute a Competing Event for purposes of this subsection, provided that Design Miami continues its primary programming as a furniture design show exhibiting museum quality furniture, lighting and objects d'art. vi. Separate Agreement Required for Use of Miami Beach Botanical Garden. The Premises shall not include the Miami Beach Botanical Gardens, and any rental of the Miami Beach Botanical Gardens shall be the subject of a separate agreement. vii. Limitation on Use of Certain Areas Within the Premises. In no event shall the Grand Ballroom or Sunset Vista Ballroom be used for art-related storage or storage of crates. viii. City of Miami Beach Special Events Permit. Licensee shall be solely responsible for obtaining a special events permit from the City for the Annual Show and paying all reasonable costs directly related to obtaining the same. ix. Parking. Any use of the Parking Garage Facility, located within the Center subject to and contingent on a Temporary Certificate of Occupancy ("TCO") being issued for the Center prior to the Annual Show. Licensee acknowledges that if a TCO is not issued for the Annual Show, or if the Agencies Having Jurisdiction otherwise do not approve the use of the Parking Garage Facility prior to the issuance of a final Certificate of Occupancy, the Parking Garage Facility shall not be available for the 2018 Annual Show. Further, any use of the Parking Garage Facility, if any, shall be subject to any conditions that may be imposed by Agencies Having Jurisdiction. If the Parking Garage Facility is available, (i) it shall be operated by the City's Parking Department and the City's third-party concessionaires (such as its valet concessionaire), (ii) the general public shall be charged the then-prevailing special event rate and/or valet parking rate approved by the Mayor and City Commission, and (iii) Licensee shall have a right of first refusal to enter into an agreement with Owner or City's Parking Department (as the case may be), at City's prevailing special event rates,for the exclusive use of a negotiated number of parking spaces, not to exceed 40 parking spaces (including, without limitation, for Licensee's team and exhibitors), along with appropriate signage both denoting such reservation and directions for users. 2 x. 2019-2023 Annual Shows. Following the conclusion of the License Period, use of the Premises for the 2019-2023 Annual Shows shall be governed by the License Agreement between the Parties dated on or about August 4, 2017, approved by the Mayor and City Commission of the City of Miami Beach pursuant to Resolution No.2017-29963. xi. Right of First Refusal for P-Lot Park. The Parties understand and acknowledge that Design Miami will hold its annual event during the License Period in the current P-Lot parking area located west of Convention Center Drive, between 18th Street and 19th Street("P-lot"). In the event that Design Miami does not hold its annual show in 2018, Owner and Licensor hereby agree that Licensee shall have a right of first refusal to enter into an agreement with Owner and Licensor for the use of the P-lot during the License Period. xii. Art Basel Zone. The Parties acknowledge that certain Letter of Understanding between the Owner and Licensee, dated.May 12, 2015, regarding the establishment of the "Art Basel Zone" (as defined therein) (the "LOU"). The Parties further agree that, provided Licensee is not in default of this Agreement,the LOU shall remain in effect during the term of this Agreement in its current form, unless otherwise mutually agreed to by the Parties. xiii. Convention Center Drive. The Parties hereby agree that Convention Center Drive shall remain open and accessible to unimpeded vehicular and pedestrian traffic during the Annual Show. Licensee shall be provided the ability to use Convention Center Drive (on the east lane adjacent to the Center) as a marshalling area during the respective Move- in and Move-out periods, provided that Convention Center Drive remains open to vehicular traffic at all times. xiv. TCO/Fire Watch. In view of the anticipated substantial completion of the Miami Beach Convention Center Renovation and Expansion Project (the "Renovation Project") prior to November 19, 2018, the Move-in date for the 2018 Annual Show, Owner anticipates that, at best, it will obtain a TCO for the Center prior to October 16, 2018, as a final C.O. for the Center will not be obtained prior to the Annual Show. In the event a TCO for the Center is not issued by the Building Department prior to October 16, 2018, the Miami Beach Fire Department shall provide a Special Event permit approval for occupancy of the Event, including load-in and load-out periods, and use of the Premises shall be subject only to any "fire watch" or other conditions that may be imposed by regulatory agencies having jurisdiction. As also provided in Section 1I.5.D below, if fire watch conditions are required by agencies having jurisdiction because a final CO has not been issued prior to November 19, 2018 or for any other reason (to include, without limitation, issues related to the fire strobe lights in the Halls as per Section I.G.xviii), Owner shall be responsible for any costs or expenses in excess of$77,000 for such "fire watch" conditions, and Owner shall also be responsible for any costs or expenses relating to any other conditions that may be imposed by agencies having jurisdiction, if any such costs or expenses are due to a final CO not being issued on or before November 19, 2018. Furthermore, subject to Section 11.12 and 11.22 hereof, in the event that the failure to obtain a TCO results in the loss of use of any portion of the Premises, in whole or in part, or any restrictions on the use of the Premises as intended, then the License Fee shall be reduced pro-ratably. • xv. Additional Events. In consideration for the disruption experienced by Licensee and its exhibitors in connection with the renovation of the Premises during 2016 and 2017, Owner agrees to host, at no charge to Licensee (for the 2018 Annual Show only), an exhibitor lunch for the benefit of Licensee and its exhibitors on December 4, 2018 in the Sunset Vista Ballroom, for up to 700 guests, pursuant to the terms attached hereto as Exhibit I. In the event that the Sunset Vista Ballroom will not be in a condition suitable for-the event set forth herein, then it shall be held in the Grand Ballroom instead,with notification to be provided to Licensee no later than October 16, 2018. xvi. Renovation and Expansion Project. All construction related to the Renovation Project (including completion of an additional elevator, escalator and related improvements)at the Center and on the Premises shall cease during Show Days, as set forth in Section I.A. Furthermore, any and all areas of the Center and Premises that the Owner, in conjunction with agencies having jurisdiction, determines is unsuitable or dangerous for persons, including, without limitation, Licensee's employees, agents, contractors, exhibitors, guests, patrons and invitees, due to construction of such Renovation Project, shall be clearly marked, fenced, blocked off or otherwise made to prevent entry or use (including the use of security personnel), at the cost and expense of Owner. The means and methods for marking any such areas that are fenced or blocked off shall be at Owner's reasonable discretion. xvii. Complimentary Use of Ballrooms. The Ballrooms shall be available to Licensee free of charge for the 2018 Annual Show, provided that the Ballrooms are not used for activities that directly generate appreciable revenue for the Licensee (excluding sponsorships). If any portion of the Ballrooms are used for the above purposes, then the Licensee shall pay the Licensor the then-prevailing daily rack rate for the use of any such space, provided, however, that the total License Fee for the use of the entirety of the Premises for the 2018 Annual Show shall not exceed $750,000. xviii. Strobe Lights. Owner and Licensor agree that fire strobe lights in the Halls shall not prevent exhibitors from using walls, barriers or other exhibitor booth set-up arrangements or configurations that have customarily been used in previous Shows, even if that may prevent or obstruct (in part or in whole) viewing such strobe lights; provided that a fire watch is maintained during the Show. The fire watch costs shall be apportioned pursuant to Section I.G.xiv. xix. Security Cameras. Owner and Licensor agree that working security cameras shall be installed throughout the Premises (including,without limitation,the Halls and common areas)as well as the perimeter of the Center. H. MISCELLANEOUS PROVISIONS: i. RECITALS. The recitals set forth above are true and correct in all respects and are incorporated herein by this reference. ii. SECTION II TERMS AND CONDITIONS CONSTITUENT PARTS OF THE AGREEMENT. Unless specified 3 otherwise, the terms of Section I of this Agreement are subject to Section II of this Agreement[Terms and Conditions] attached hereto following the signature page. The Parties agree that Section II of this Agreement is hereby incorporated into this Agreement, and form an integral part of this Agreement. iii. ENTIRE AGREEMENT. The Parties hereby agree that this Agreement is the entire agreement between the parties. This Agreement cannot be amended or modified, unless agreed to in writing by all Parties. iv. GUARANTY. Owner shall cause for Licensor, as agent of the Owner, to perform its obligations hereunder in accordance with the terms of this Agreement. In the event Licensor's Management Agreement with Owner expires or is otherwise terminated, Owner shall cause for any successor Licensor to join as a Party to this Agreement, and to perform its obligations hereunder in accordance with the terms of this Agreement. v. REMEDIES. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by any party hereto shall not preclude or constitute a waiver of its right to use any or all other remedies. Such rights and remedies are given in addition to any other rights and remedies a party may have by law, statute, or otherwise. vi. COUNTERPARTS. This Agreement may be executed in one or more counterparts and by electronic or facsimile signature, which signature shall be effective as if original signatures were exchanged, and all such counterparts shall constitute a single instrument. [SIGNATURE PAGE TO FOLLOW] 4 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement by their authorized representatives on the date set forth below. LICENSOR: LICENSEE: GLOBAL SPECTRU' , .P., ART BASEL U.S.CORP. d/b/a SPECTR• • NU • • AGEME T By: �i� ! `I � c,\11 —\ /►' By • Name: Name: Marc Spiegler Title:General Ma ger 'SC Title: President Date: /U Serf l9', a°i Date: OWNER: I CITY OF MI" •H I I • By: ' By: LIT . Name: Dan Gelber Name: Noah Horowitz Title: Mayor Title: Director Americas SrDate: l—" VI'' ( a Date: S�fo f / 9,Clair ATTEST: ,, ,,, . Rafael .Granado,City Clerk APPROVED AS TO FORM&LANGUAGE """ &FOR EXECUTION �'-,F 4.s� It °°�' 414 -�C. C , zf I y i . '—')4( -S, City Attorney n �'1e Data U` :INCORP ORATED= * ' l.„72.... .' cry 5 SECTION II.TERMS AND CONDITIONS 1. Grant of License; Premises. Subject to the terms and conditions herein set forth, including,without limitation, Section 11.22, Licensor hereby grants to Licensee the right and license to use the Premises as described in Section I.A for the limited purpose of holding the Annual Show described within this Agreement, and not for any other purpose. Licensee shall not have access rights or privileges in or to any other part of the Center besides the Premises, except for the privilege of ingress and egress through the public and service corridors in the Center, on a non-exclusive basis, as well as use of the loading docks,each as necessary to utilize the Premises. 2. Dates of Use; License Period; Term. Unless this Agreement is earlier terminated pursuant to the provisions hereof, Licensor grants to Licensee the right to use the Premises for the Annual Show on the date(s)and time(s)set forth in Section I. (the"Term"). The"Term"of this Agreement shall begin on the date and time in which this Agreement is executed by the Parties,and shall end upon expiration of the License Period as indicated in Section I.A above. The Term may not be extended by Licensee without obtaining Licensor's prior written permission(which permission may be withheld in Licensor's sole discretion). In the event the Term is extended pursuant to the preceding sentence, Licensee shall be responsible for any additional fees and costs required by Licensor in connection therewith. 3. Duties of Licensor. Except as may be otherwise specified in Section I.G,Licensor shall, at the sole cost and expense of Licensee,provide(or cause to be provided), any and all personnel as may be required by Licensor(in its sole discretion)to properly staff the Center for the Annual Show and for the proper and safe presentation of the Annual Show, including without limitation personnel to crowd control,first aid (EMT),fire personnel, badge checkers, supervisors,janitorial staff,telecommunications staff, internet technology staff,ticket takers, concession and catering staff(depending on the optional exclusivity set forth in Section 11.7 hereof)and other necessary support services customarily provided by Licensor for a like event, as applicable, and additional items,equipment, personnel and services (such as telephone, internet and other services and utilities)which Licensee requests to be provided in connection with the Annual Show and which Licensor is reasonably able to provide, all of which shall be subject to the approval of Licensor. It is understood by Licensee that services, labor and equipment will be provided only to the extent of existing available inventory and in consideration of other Center events and activities. 4. Non-Refundable Deposit. A non-refundable deposit in the amount as provided in Section I.D is due and payable to Licensor according to the payment schedule set forth in Section I.D. Such deposit shall be credited to the License Fee and reimbursable expenses described below. Licensee shall not be entitled to the payment of any interest whatsoever on the deposit paid to Licensor.This deposit is non-refundable without regard to whether Licensee makes use of the Premises. If the deposit(or any portion thereof)is not paid on or before the due date(s)specified in I.C, Licensor may terminate this Agreement, in its sole discretion, by providing written notice of termination to Licensee. Any such termination shall be in addition to any other right or remedy available to Licensor at law or in equity arising out such breach by Licensee, including Licensor's right to recover damages. Notwithstanding anything to the contrary within this Agreement,the foregoing is subject to subsections 16, 18, 19 or 22 of Section II of this Agreement. 5. License Fee;Other Costs and Expenses. A. License Fee. In consideration of the license granted hereunder, Licensee agrees to pay to Licensor the License Fee for the Annual Show in the amount set forth in Section I for the Annual Show. The License Fee shall be paid by Licensee in accordance with the terms set forth in Section I.D. B. Other Costs and Expenses. In addition, unless otherwise set forth in Section I.G above or elsewhere herein, the Licensee agrees to reimburse Licensor for any and all costs incurred by Licensor directly in connection with Licensee's use of the Premises, including, without limitation, costs incurred for the provision of the items, services and personnel described in Section 11.3 above pursuant to the MBCC Building Users Guide, or otherwise requested by Licensee, at the then-prevailing rates (the"Other Costs and Expenses"); provided, however, that such prevailing rates for costs and expenses directly charged by the Owner(as opposed to those provided by third party providers, including other branches of the Miami Beach city government, such as EMT, police and-fire personnel, etc.) shall not exceed 50% greater than the rates charged for the 2017 Annual Show; all such costs shall be paid by Licensee ten (10) days prior to the Annual Show, in accordance with the MBCC Building Users Guide and estimates provided by Licensor-and approved by Licensee. Unless otherwise provided for within this Agreement, subject to Section 13 below, any Other Costs and Expenses relating to changes in the Annual Show requirements shall, unless otherwise agreed by Licensor, be billed to Licensee as part of the final settlement; provided, however, that Licensor shall notify Licensee of any Other Costs and Expenses in excess of$5,000 per expense on or before such Other Costs and Expenses are incurred. Except with respect to the provision of EMTs, police, and fire personnel for the Annual Show,and any services provided by the Licensor's exclusive technology provider, all of which must be provided through the Licensor, and the food&beverage/catering services(which shall be governed by the provisions of Section 11.7 hereof), in the event that Licensee does not accept the prevailing rates set forth in the MBCC Building Users Guide with respect to any items or services set forth therein, Licensee shall have the option to contract with other third-party vendors for such services. Licensee's third-party vendors, if any, must hold the requisite licenses to perform the contracted-for work or services at the Center, must meet Licensor's insurance requirements (which shall be the same as those required for other authorized vendors at the Center), and shall be subject to Licensor's advance written approval,which approval shall not be unreasonably withheld or delayed. C. In the event Licensee fails to remit payment when due of any amounts(whether License Fee or Other Costs and Expenses),interest shall accrue on such overdue amounts at the rate of 0.5% per month (6%per annum, non-compounded), or the maximum rate permitted by law, whichever is less. Unless otherwise agreed by Licensor, payments shall be made by money order,wire transfer,or certified check. D. As part of the costs set forth in Section 1I.5.B, Licensee shall be responsible for expenses for fire inspections and fire watch personnel for the Annual Show in an amount up to$77,000; provided, however,that in the event additional fire watch conditions are required by agencies having jurisdiction due to a final CO not being in place prior to the Annual Show, Owner shall be responsible for all expenses for fire watch personnel in excess of $77,000, and shall also be responsible for costs and expenses for any other conditions that may be required by agencies having jurisdiction,subject to the maximum liability provided in Section 11.12. E. Discount. Licensee shall receive a one-time credit in the amount of USD$28,156,which shall be applied to Licensee's first deposit payment as set forth in Section I.D. 6. Delay of Possession: A. In the event Licensor is not able to tender possession of the Premises,or any substantial portion thereof(excluding the Sunset Vista Ballroom), to Licensee because of any delay arising from a Material Impact (as defined in Section 11.22), then as long as such inability continues, the License Fee shall be reduced pro-ratably, and further subject to the terms set forth in Section 11.22. Licensor shall also be liable to pay any and all costs incurred by Licensee including, but not limited to, personnel overtime costs, as a result of Licensor's inability to tender possession of the Premises, unless such delay is caused by an Event of Force Majeure (as provided in Section 11.19), in which case the provisions of Section 11.19 shall take 6 precedence and control. Such reduction of costs and expenses shall be in addition to,and not in lieu of,any other rights or remedies Licensee may have, at law or in equity,in the event of a breach or cancellation of this Agreement by Licensor. If Licensor delays in tendering possession of the Premises(or a substantial portion thereof, excluding the Sunset Vista Ballroom) by three (3) calendar days or more, such delay shall also be subject to cancellation or termination as set forth in Sections 16, 18 and 22. Notwithstanding anything to the contrary contained herein,Licensee agrees that due to the progress of construction,the Sunset Vista Ballroom may not be available during the License Period, and Licensor and Owner shall have no responsibility or liability to Licensee for any delay or failure to tender possession of the Sunset Vista Ballroom to the Licensee,and any such delay or failure shall not constitute a default of this Agreement. B. Should Licensee fail to vacate and surrender the Premises at the end of the License Period, Licensee shall pay to the Licensor$500.00 per hall, per hour for use and occupancy for that portion of the Premises that has not been vacated and surrendered. Further,the Licensor may,as a bailee, using reasonable care, remove and store all goods and chattels at the sole expense of the Licensee and may dispose of any such property if, after the expiration of fifteen (15) calendar days after the expiration of the License Period, the Licensee has failed to remove the property from the possession of the Licensor, upon prior written notice. The Licensor shall not be liable to the Licensee on account of so removing, storing, or disposing of any property as provided by this subsection and Licensee shall save and hold Licensor harmless from any liability from another licensee who is prevented from occupying their licensed portion of the Premises due to the holding over of the Licensee. 7. Food and Beverage: Licensor shall have the exclusive right to provide food and beverage services in connection with the Annual Show at the Center, acting through the Center's contracted food and beverage provider, Centerplate("F&B Provider"). No other individual or organization is permitted to bring food or beverage products into the Center without the express written consent of Licensor(other than as may be set forth below). Notwithstanding anything to the contrary herein contained, the parties agree that F&B Provider shall also release its exclusivity with respect to catering services for the Annual Show; provided, however, that this release shall not preclude F&B Provider from providing services at Art Basel should F&B Provider be selected by Art Basel as its food and beverage(F&B)service provider. Should Licensee elect to use outside food&beverage services, F&B Provider may still provide F&B services to ancillary Art Basel events,such as Net Jets and UBS,but only if requested by the promoter/producer of the events. In releasing its exclusivity for Licensee, F&B Provider shall incur no costs and shall be entitled to collect ten percent(10%) of gross receipts from Licensee derived from the use of any replacement F&B Provider(or such other lump sum fee as may otherwise be agreed upon in writing between F&B Provider and the Licensee), but exclusive of F&B Provider's gross receipts for services directly provided by F&B Provider. In addition, Licensor shall be entitled to collect ten percent(10%)of gross receipts from Licensee derived from the use of any replacement F&B Provider(or such other lump sum fee as may otherwise be agreed upon in writing). In the event that Licensee elects to use a replacement F&B Provider, such replacement F&B Provider shall be permitted to use the existing kitchen facilities at the Center, subject to and contingent upon the Licensee (or replacement F&B Provider) making appropriate arrangements with F&B Provider (including, without limitation, compensation to F&B Provider) for use of any such kitchen space and/or equipment therein. Notwithstanding the foregoing, Licensor and Owner shall have no obligation to make available, or to cause for F&B Provider to make available, any kitchen space to Licensee or any replacement F&B Provider or third-party caterer, unless the arrangements set forth in the preceding sentence are fully and completely satisfied. Licensor represents and warrants to Licensee that F&B Provider is fully licensed with all governing regulatory or administrative agencies for any and all services that may be provided by F&B Provider during the Annual Show at the Center or at any other location. Licensor further represents and warrants to Licensee that Licensor shall require F&B Provider to comply with all federal,state,and local,laws,ordinances, including without limitation,the Florida Beverage Law and all mandated food service and handling laws. Licensor further represents and warrants that F&B Provider annually provides training to its employees consistent with the requirements of the Florida vendor qualification act contained in § 561.705, Florida Statutes. Notwithstanding anything to the contrary contained herein, the sale and service of all alcoholic beverages at the Center shall be provided through F&B Provider,as F&B Provider holds the requisite State of Florida alcoholic beverage license for the Premises. In the event Licensee selects a provider other than the F&B Provider, Licensee and its third-party caterers shall be solely responsible for all arrangements with respect to the preparation and service of food in accordance with all applicable laws and food safety requirements. Licensee represents and warrants to Licensor that its third-party caterers, if any, shall be fully licensed with all governing regulatory or administrative agencies for any and all services that may be provided by such caterers during the Annual Show at the Center or at any other location. Licensee further represents and warrants to Licensor that Licensee shall require its third-party caterers or replacement F&B Provider, if any, to comply with all federal, state, and local, laws, ordinances, including without limitation,the Florida Beverage Law and all mandated foodservice and handling laws. 8. Annual Requirements. Licensee shall provide to Licensor all necessary set-up instructions (personnel, equipment, utilities, layout, etc.) for the Annual Show no later than sixty(60)days prior to the commencement of the License Period. Such instructions shall include a copy of a full and complete floor plan for any planned exhibition at the Annual Show. If such instructions are not provided to Licensor by such date, or if changes are made to such instructions after they have been provided to Licensor and Licensor incurs additional costs or expenses as a result of such changes, Licensee shall be responsible for such additional costs and expenses at Licensor's prevailing rates, and shall be included as part of the Other Costs and Expenses described in Section 11.6.8 above. No set-up of any exhibits may begin without proof of approval of such floor plan by the Fire Marshal of the City or County in which the Center is located, as applicable, and by the Licensor,which such approval by Licensor shall not be unreasonably withheld. 9. Advertising and Promotion. Licensee shall not publicize, or permit to be publicized,the Annual Show prior to execution of this Agreement by Licensor. Licensee warrants that all advertising of the Annual Show will be accurate and truthful, and will include accurate information of event times and ticket prices (if applicable). All advertising of the Annual Show shall be subject to the prior written approval of Licensor(which shall not be unreasonably withheld). All print and broadcast materials associated with the Annual Show shall use the official facility name. If any video monitors or advertising or other displays are operational prior to the Annual Show Licensee shall have the right to use the Licensor's video monitors, and all advertising or other displays during the Annual Show, without charge, provided, however, that Licensee agrees to reimburse Licensor for its actual labor costs incurred with respect to the set up of any available video monitors or other displays,with such reimbursement not to exceed the total amount of$5,000(and reimbursement only due for and per fully functional monitors and displays). Licensor and Owner make no warranty, representation or other commitment that any video monitors or advertising or other displays will be operational or available for use during the Annual Show. Licensee shall not interfere with, block, remove or otherwise disturb advertising or promotions within or about the Center without the prior written consent of Licensor. Signs containing commercial or sponsored advertising messages must be approved in advance in writing by Licensor, which such approval shall not be unreasonably withheld. Licensor agrees that, during the License Period, it will not print or display advertising or promotional materials for any other fine art show or event. Licensee agrees to open the Event to the public(provided such persons have valid tickets or are otherwise properly authorized by Licensee)in accordance with advertised times and in compliance with Center policies. 10. Licenses; Permits. Licensee shall secure prior to commencement of the License Period, with the Licensor's and the Owner's reasonable cooperation and assistance (at Licensee's expense), all licenses, permits and approvals that may be required in connection with the use of the Premises for the Annual Show, including without limitation, the City of Miami Beach Special Events Permit, those required by ordinances, rules and/or regulations of governmental authorities,and all licenses required by any performing arts societies such as ASCAP or BMI for music or other copyrighted works to be utilized or displayed at the Annual Show; provided, however, Licensee shall not be required to secure any permits for the general occupancy of the Center,or any music licenses from SESAC(each of which has previously been secured by Licensor or the Owner). Licensee shall defend, indemnify and hold harmless Licensor and the Owner from any and all claims, fees, expenses, costs or damages, including reasonable attorneys' fees and court costs, suffered or incurred by such parties in 7 connection with any breach of this paragraph. The requirement of Owner's reasonable cooperation and 'assistance shall be limited to Owner's role in its proprietary capacity as the owner of the Center, and shall not apply to or be otherwise be construed to limit any action that may be taken by Owner in its regulatory capacity through any agencies having jurisdiction over the Center or the conduct of activities within the Center or the Annual Show(i.e., Building Department, Fire Department, Police Department,etc.). 11. Insurance. A. Coverage. Licensee shall obtain, at its own cost and expense, with insurance companies currently rated A VIII or better by Best's Key Rating Guide, commercial general liability insurance that insures all operations of Licensee contemplated by this Agreement. Such insurance shall name Global Spectrum, L.P. and the City of Miami Beach as additional insureds. Such insurance shall be written with a limit of at least One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury, property damage and personal injury. Licensee shall also maintain, at its own cost and expense,with insurance companies currently rated A VIII or better by Best's Key Rating Guide, commercial automobile liability insurance, including coverage for the operation of owned, leased, hired and non-owned vehicles, in the minimum amount of One Million Dollars ($1,000,000) per accident (PI and PD combined single limit). Such commercial general liability insurance shall be primary to and not contributory with any insurance coverage or self-insured program of Licensor and Licensee and their insurance shall have no right of recovery or subrogation against the Licensor. Licensee shall also maintain, at its own cost and expense,workers'compensation insurance in respect of all employees and any borrowed, leased or other person to whom such compensation may be payable by Licensee. B. Certificates. Certificates evidencing insurance required pursuant to this Section 11 shall be provided to Licensor not less than thirty(30) days prior to commencement of the License Period, provided that if this Agreement is executed and delivered less than thirty (30) days prior to the License Period,the certificates shall be provided immediately upon execution of this Agreement. The policies shall also provide, and the certificate shall so note,that the coverage may not be canceled or that a major change in coverage may not be implemented without at least thirty(30) days' prior written notice given to Licensor. 12. Indemnity; Limitation on Liability. A. Indemnification. (I) Licensee hereby agrees to indemnify,defend, and hold harmless Licensor and the Owner and their respective officials, officers, directors, agents,employees, successors and assigns from and against any and all claims, damages, expenses, costs(including,without limitation, reasonable attorneys'fees) and liabilities (collectively, "Claims") arising or alleged to arise from (a) any breach of this Agreement by Licensee, (b) any alleged or actual violation or infringement by Licensee or its employees,agents or contractors of any copyright or other intellectual property right of a third party in connection with the Annual Show or activities occurring at the Annual Show, (c)the use or occupancy of the Center by Licensee, its employees, agents, contractors, exhibitors, invitees, guests or patrons, and (iv) the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensee or any of its employees, agents, contractors, exhibitors, invitees, guests or patrons. Notwithstanding the foregoing, the obligations of Licensee in this subparagraph shall not apply to the extent the Claims or Costs arise out of the gross negligence or intentional misconduct of Licensor or Owner,or their respective officials,officers,directors,agents,employees or successors. (ii) Solely to the extent and limits permitted by Florida Statute 768.28 and the limitations therein, and without waiving any rights or defenses thereunder, and further subject to the limitation set forth in Section 11.12.C, Owner hereby agrees to indemnify, defend,and hold harmless Licensee and their respective officials,officers,directors,agents,employees,successors and assigns from and against any and all Claims arising or alleged to arise from(a)any breach of this Agreement by Licensor or Owner,(b)any alleged or actual violation or infringement by Licensor or Owner or their respective employees, agents or contractors of any copyright or other intellectual property right of a third party in connection with the Annual Show or activities occurring at the Annual Show, and (c)the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensor or Owner or any of their respective employees, agents, contractors,exhibitors, invitees,guests or patrons. Notwithstanding the foregoing, the obligations of Licensor or Owner in this subparagraph shall not apply to the extent the Claims or Costs arise out of the gross negligence or intentional misconduct of Licensee,or its officials,officers,directors,agents,employees,or successors. B. Condition of Premises. Except as provided herein, Licensor and Owner make no warranty or representation to Licensee of any kind (express or implied) regarding the suitability of the Sunset Vista Ballroom, or any portion thereof, as built, for any aspect of the use Licensee expects or intends to make of the Sunset Vista Ballroom. Licensee further agrees that if the Licensor and Owner tender possession of the Sunset Vista Ballroom, or any portion thereof, to the Licensee, then the Sunset Vista Ballroom shall be.delivered by Licensor to Licensee"AS IS,""WHERE IS"and "WITH ANY AND ALL FAULTS" and without warranty, express or implied, as to the merchantability or fitness for the use thereof for any particular purpose. With respect to the remaining areas of the Premises(excluding the Sunset Vista Ballroom), and subject to Section 11.22,Owner and Licensor represent,warrant and covenant that the Premises will be suitable for the purpose for which the Premises are licensed,and the Premises will be in good and satisfactory condition, and delivered in accordance with Exhibit II, attached hereto. Other than the anticipated substantial completion of the Renovation Project(including completion of an additional elevator, escalator and related improvements being constructed at the request of Licensee and for its bargained for benefit), Owner has made no representations as to the repair of the Premises, and no other promises to alter, remodel or improve the Premises have been made by Owner. Licensor and Owner further expressly represent to Licensee that other than the Sunset Vista Ballroom, for which Licensor and Owner make no warranty or representation, the remaining Premises or any portion thereof(1)shall comply with all applicable laws and regulations, including,without limitation,the ADA and local zoning codes and ordinances (or has obtained valid variances or exceptions); and (2) shall be subject to any conditions imposed by regulatory agencies having jurisdiction over the Center(provided, however, that such conditions are not considered a Material Impact). Further, any areas of the Center and Premises that the Owner, in conjunction with agencies having jurisdiction, determines is unsuitable or dangerous due to construction of the Renovation Project, for persons, including, without limitation, Licensee's employees, agents, contractors, exhibitors, guests, patrons and invitees, shall be clearly marked, fenced, blocked off or otherwise made to prevent entry or use(including the use of security personnel),at the cost and expense of Owner. C. Limitation on Liability. The Parties recognize the relative risks and benefits of holding the Event at the Center during the construction of the Renovation Project, and desire to enter into this Agreement only if in so doing each Party can place a limit on its liability for any cause of action for any claims, losses, costs or damages due to an alleged breach of this Agreement by any other Party. Accordingly, Owner and Licensor agree that the total aggregate liability of the Licensee for any claims, damages, expenses or losses arising out of this Agreement shall be limited to the fees identified in Section 11.5. Licensee agrees that the total aggregate liability of the Owner and Licensor(collectively)for any claims, damages, expenses or losses arising out of this Agreement, shall be limited to the refund of the License Fee, the refund of Other Costs and Expenses paid by Licensee that are uncommitted and/or cancelable, and an additional maximum not-to-exceed amount of$300,000. The Parties intend for the limitation of liability set forth herein to apply to the maximum extent permitted by law, and notwithstanding any other provision of this Agreement to the contrary. (i) Subject to Section 11.22 of this Agreement, Licensor and Owner shall not be liable under any circumstances to Licensee or to its officers, employees, agents, licensees, sponsors, exhibitors, contractors, or any other person claiming through Licensee, for any indirect, 8 special, punitive or consequential damages, or loss of revenue or profits, arising in connection with this Agreement,even if Licensor has been advised of the possibility of such damages. Furthermore, Licensor and Owner shall not be responsible or liable for any injury or death to person or loss or damage to property sustained by Licensee, its officers, employees, agents, licensees, sponsors, exhibitors, contractors, or any other person claiming through Licensee, resulting from any condition, accident or occurrence in or upon the Premises, unless such injury, loss or damage is due to the gross negligence or intentional misconduct of Licensor, Owner, or their respective officials, officers, directors, agents, employees, or successors. The maximum aggregate liability of Licensor and Owner for all claims, damages, expenses or losses arising out of this Agreement, including,without limitation, claims,damages,expenses or losses relating to a Material Impact(s)(as defined in Section I1.22.B), or otherwise with respect to the Renovation Project and the corresponding construction activity at the Center,shall be subject to and as specified in this Section I1.12.0 and Section 11.22 of this Agreement. (ii)Unless specifically provided for within this Agreement, Licensee shall not be liable under any circumstances to Licensor or Owner or to their respective officers, employees, agents, licensees, sponsors, exhibitors, or contractors for any indirect, special, punitive or consequential damages, or loss of revenue or profits, arising in connection with this Agreement, even if Licensee has been advised of the possibility of such damages. Furthermore, Licensee shall not be responsible or liable for any injury or death to person or loss or damage to property sustained by Licensor, Owner, or its officers, employees, agents, licensees, sponsors, exhibitors, contractors, or any other person claiming through Licensor or Owner, resulting from any condition, accident or occurrence in or upon the Premises, unless such injury, loss or damage is due to the gross negligence or intentional misconduct of Licensee or its respective officials, officers, directors, agents, employees, or successors. The maximum aggregate liability of Licensee for any and all claims, damages, expenses or losses arising out of this Agreement shall be as specified in this Section I1.12.C. (iii) Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to be a waiver of the limitation placed upon Owner's liability, as set forth in Section 768.28,Florida Statutes D. Survival. The provisions of this Section 12 shall survive any expiration or termination of this Agreement for one(1)year from the date of this Agreement. 13. Compliance With Laws and Rules of the Premises; Taxes. The Parties shall fully abide by,conform to and comply with, and shall cause every person under its direction or control who is connected with the performance of any aspect of this Agreement to fully abide by, conform to and comply with all applicable laws, rules, regulations and ordinances of the United States of America, the State of Florida, the County of Miami-Dade, the City of Miami Beach and their respective agencies, as well as (in the case of Licensee) all rules, regulations and policies of Licensor for the use, occupancy and operation of the Premises. Licensee agrees to pay promptly all taxes assessed on its activities at the Center hereunder,including any sales tax on the payment of Licensee's fees hereunder(which shall be in addition to the amounts due hereunder). Licensee agrees to pay or cause to be paid promptly all requisite taxes assessed on its activities at the Center hereunder,including applicable Florida state and municipal sales and use tax on the licensing of the Premises. Licensor acknowledges that all applicable Florida state and municipal sales and use tax on the licensing of the Premises has already been included in calculation of the estimated License Fee, as detailed and separately stated in Section I.A above. The Licensor and Licensee agree and acknowledge that Licensor shall be responsible for collecting and remitting any and all applicable Florida state and municipal sales and use tax associated with the License Fee. To the extent that there are additional costs, expenses or services incurred in accordance with this Agreement (e.g., Section 5 (Other Costs and Expenses) or Section 7 (Food & Beverage)) the Licensor agrees that it shall separately invoice each such additional cost,expense or service,where practical, or shall otherwise itemize such costs,expenses or services, and separately state any applicable Florida state and municipal sales and use tax associated with such cost,expense or service. 14. Use of the Premises. A. Duty of Care; Return of Premises. Licensee shall use the Premises in a safe and careful manner. Licensee agrees not to do or allow to be done any act which shall damage, mar, deface or injure any part of the Premises. Licensee shall not change or rearrange any equipment or other property on the Premises without Licensor's prior approval, which such approval shall not be unreasonably withheld, or paint or affix any adhesive signs or other wall treatments on any portion of the Premises, without Licensor's prior written approval. Upon expiration of the License Period, Licensee shall deliver up to Licensor the Premises in as good condition and repair and in the condition received at the beginning of the License Period for the Annual Show, excepting usual wear and tear. Upon expiration of the License Period for the Annual Show, Licensee shall remove from the Center any and all property,goods, or other effects belonging to,or brought into the Center by, Licensee, its employees,agents,contractors, representatives,guests or invitees. If Licensee fails to do so, Licensor may store or cause to be stored any such property at Licensee's expense. Alternatively,Licensor may deem such property to be abandoned and sell such property in such a manner and to such an extent as is permitted by applicable law, and apply the proceeds of such sale(s) in a manner determined by Licensor in its sole discretion. B. Licensor Access and Control. Licensee shall, and shall cause its employees, agents and exhibitors and contractors to, follow any and all rules, regulations and policies of the Center,including any instructions of Licensor's representatives regarding Licensee's use and occupancy of the Center. In licensing the use of the Premises to Licensee, it is understood that Licensor does not relinquish the right to control the management thereof and to enforce all necessary rules and regulations. Licensor shall at all times have the right to limit the number of people attending the Annual Show,for the purpose of ensuring the safety of people and property at the Premises. C. Disorderly Conduct. Licensor reserves the right at all times to refuse admission to or to cause to be removed from the Annual Show, the Premises and/or the Center any disorderly person, including Licensee's employees, agents, contractors, exhibitors, guests and invitees, as determined by Licensor in its sole discretion,and in the event of the exercise of such authority, Licensee hereby waives any and all claims for damages against Licensor and the Owner on account thereof. D. Broadcasting. Licensee shall not televise or broadcast the Annual Show or any part thereof without the prior written approval of Licensor (which may be withheld in Licensor's reasonable discretion, and may be conditioned on Licensee paying an additional fee for the privilege to broadcast the Annual Show,or Licensee procuring additional insurance to cover such broadcasting activities). E. Drayage. The Licensor and the Owner and their respective officials, officers, directors, agents, employees, successors and contracted service providers will not be responsible for the acceptance of any and all drayage,to include: crates,packages, equipment and/or any other chattels, before, during or after the License Period for the Annual Show.All drayage must be delivered and accepted by an authorized official,officer,director,agent,employee and/or General Service Contractor on or after the first day Licensee takes possession of the licensed area(s)outlined in Section I. of the Agreement. Drayage delivered to the Center beyond the licensed Term will be deemed undeliverable and returned to the original origin. 15. Tickets/Box Office. 9 A. Generally. Unless otherwise agreed to in writing, Licensee shall provide all ticket and/or box office services in connection with the Annual Show. Licensee shall have complete control over the box office,which will sell tickets to the Annual Show only on the days of the Annual Show. 'B. Ticket Proceeds. Licensee shall have complete and sole custody and control of any and all monies received from the sale of tickets. C. Sale of Tickets. Licensee agrees that all tickets to the Annual Show shall be sold at the prices as advertised by Licensee. Licensee shall be responsible for all check and credit card service charges and other similar fees, charges and expenses incurred in connection with the sale of tickets for the Annual Show. Licensee shall be responsible for the credit worthiness of its guests and patrons,and shall cover and be responsible for any invalid or fraudulent checks,checks returned due to insufficient funds or for any other reason,credit card penalties and similar or related penalties,fees, charges and/or expenses incurred by Licensor in connection herewith. Licensee will not permit tickets or passes to be sold or distributed in excess of the maximum capacity of the Premises,as determined by Licensor in its sole discretion. D. Taxes. Licensee shall be responsible for filing of any required federal,state or local tax or information returns and the payment of all sales, admission,excise and other taxes due,if any,in connection its obligation due with respect to with the Annual Show or admissions thereto. Licensee does not take responsibility for any taxes that is the legal obligation of Licensor. 16.Cancellation of Annual Show. In the event of a cancellation by Licensee of the Annual Show(except as may be authorized herein or by Section 11.18,11.19 or 11.22), no deposit refund shall be made, and Licensee shall be obligated to pay the full amount of the License Fee contemplated to be due hereunder had the Annual Show actually occurred. The parties agree that Licensor will be damaged by any such cancellation,and that the exact amount of such damages would be either impossible or inconvenient to prove, and that the amounts set forth in the preceding sentence are a reasonable estimate of the amount of such damages. The parties further agree that such amount shall constitute cancellation fees,and not a penalty of any kind. In the event of a cancellation by Owner or Licensor of the Annual Show(except as may be authorized herein or by Section 11.18 or 11.19),all deposits shall be refunded to Licensee. The parties agree that Licensee will be damaged by any such cancellation, and that the exact amount of such damages would be either impossible or inconvenient to prove and that the applicable License Fee is a reasonable estimate of the amount of such damages. The remedies set forth in this section are in addition to,and not in lieu of,any other rights or remedies any Party may have,at law or in equity,in the event of a breach or cancellation of this Agreement by another Party hereto. 17. Coat Checkroom. Unless otherwise agreed by Licensor in writing, Licensor reserves the exclusive right to operate,or contract for the operation of a coat checkroom. 18. Termination. Any Party may terminate this Agreement in the event the other Party fails to perform any of its material obligations under this Agreement, and such failure has not been cured within fifteen(15)days(or 5 days in the event of a payment default), after the date on which the breaching party receives written notice describing such breach in reasonable detail, except as provided in Section 11.22. Notwithstanding the foregoing, in the event Licensee fails to provide the insurance certificate required herein by the date due hereunder, or if Licensor may suffer irreparable harm as a result of the breach by Licensee, Licensor shall not be required to wait any period of time before terminating this Agreement or pursuing any remedies hereunder or under applicable law. Notwithstanding the foregoing, in the event that Licensor or Owner breach the terms hereof during the License Period which, as a result, Licensee may suffer irreparable harm as a result of such breach by Owner or Licensor, Licensee shall not be required to wait any period of time before terminating this Agreement or pursuing any remedies hereunder or under applicable law. Any termination of this Agreement shall not prejudice any other right or remedy available to the non-breaching party at law or in equity. In the event Licensor or Owner terminates this Agreement due to a breach or default by Licensee, Licensor may retain as damages any fees paid by Licensee under this Agreement(including the deposit),without prejudice to any other legal rights or remedies Licensor or Owner may have. Similarly, in the event Licensee terminates this Agreement due to a material breach or default by the Licensor or Owner or pursuant to Section 11.22, Licensor shall return the full amount of any and all fees, costs or expenses paid to the Licensor or Owner, which shall include,without limitation, the License Fee,and any advance payments for Other Costs and Expenses pursuant to Section 11.5. 19. Force Majeure. • A. Should Licensor and Owner be unable to tender possession of the Premises to Licensee, or should Licensee otherwise be unable to take possession of the Premises,or present the Annual Show or to perform its obligations hereunder,when such failure,directly or indirectly,is caused by or in any manner arises from an Event of Force Majeure (defined herein), then the Parties shall not have any liability under the Agreement and Licensee, as its sole remedy and relief,shall receive a refund of any uncommitted or cancelable advance payments, including any deposits made pursuant to Section I.D, less any expenses directly incurred by Licensor in preparing for the Annual Show(but not to include the general costs and expenses related to the Renovation Project). The term"Event of Force Majeure"shall mean any and all acts of God,strikes,lock-outs,acts of the public enemy, laws, rules and regulations of governmental or quasi-governmental entities, wars or warlike action, arrest or other restraint of government (civil or military), blockades, insurrections, riots, terrorism or terrorist threats,epidemics,earthquakes, hurricanes,storms,floods,washouts,fire or other casualty,civil disturbances,explosions,threats of bombs or similar interruptions, confiscation or seizure by any government or public authority, nuclear reaction, radioactive contamination, accidents, or any other causes, whether of the kind herein enumerated or otherwise that are not reasonably within the control or caused by the party claiming the right to delay the performance on account of such occurrence;provided,however,in no circumstances shall the monetary inability of a party to perform any obligation contained in this Agreement be construed to be an Event of Force Majeure. The period of an Event of Force Majeure,and the suspension of obligations hereunder,shall extend to and include any period of time required to implement emergency preparations in advance of the Event of Force Majeure,the Event of Force Majeure itself, and the period of time following the Event of Force Majeure that may be required to restore the Premises and/or remediate any delay, damage, loss, failure or inability to perform as a consequence of the Event of Force Majeure. Upon removal or cessation of the Event of Force Majeure, the parties' respective rights and obligations hereunder shall be reinstated for any and all subsequent sessions of the Annual Show remaining in the Term (if any); provided; however,that the declaration and notice of an Event of Force Majeure and subsequent cessation of the cause of such Event of Force Majeure shall not require Licensee to move forward with the Annual Show if, in Licensee's reasonable belief, it will result in significantly diminished attendance and/or cancellations or cause Licensee an unduly burdensome financial impact. The parties hereto agree and acknowledge that entering into this Agreement while an Event of Force Majeure is existing or foreseeable, is not an affirmative waiver of such party's right to subsequently declare an Event of Force Majeure for substantially the same or other reasons and causes. B. The Parties acknowledge that by virtue of climate conditions and the City's status as a major tourism destination that attracts many foreign visitors, the City cannot make any guarantees with respect to mosquito borne virus transmissions, including but not limited to the Zika virus. In the event of the occurrence of any such transmissions, Licensee shall have access to the same general information that the City provides to the general public with regard to transmission risks and prevention efforts. The City encourages Licensee to post relevant public health-related information on its website and if possible,other marketing channels, for the benefit of its guests and patrons, as necessary. The Parties expressly acknowledge and agree that the occurrence of mosquito borne virus transmissions, including but not limited to Zika virus transmissions within the City of Miami Beach, Florida or elsewhere shall not constitute an Event of Force Majeure under this Agreement, unless a governmental entity or other public authority having jurisdiction issues a mandatory evacuation order or a travel ban that precludes attendees from traveling to the City of Miami Beach for the Annual Show. 10 20. Non-Discrimination/Americans With Disability Act. Licensee agrees not to discriminate against any employee or applicant for employment to be employed in the performance of or in relation to this Agreement,with respect to the hire, tenure,terms, conditions or privileges of employment, or any other matter directly or indirectly related to such employment,whether on account of race, marital status, color, religion, national origin, ancestry, age, sex, sexual orientations or handicap except where based on a bona-fide occupational qualification. With respect to the Annual Show, Licensee recognizes that it is subject to the provisions of Title III of the Americans with Disabilities Act, as amended("ADA"). To the extent that Licensee reconfigures,modifies, alters, rearranges, or otherwise prepares or"sets up" the Premises or any other portion of the Center in order to accommodate the Annual Show, Licensee shall be responsible for ensuring that such areas comply(and continue to comply throughout the Term)in all respects with the ADA,including without limitation with regard to accessibility, usability,and configuration. Licensee shall be solely responsible for providing auxiliary aids or any modification of the Premises or other portions of the Center that may be required in order to accommodate the Annual Show,and for ensuring that the policies, practices, and procedures it applies in connection with the Annual Show are in full compliance with the ADA. 21. Miscellaneous. • e •greemen, •men•me- •'erninq aw. is greemen represen s e en ire 'n•e s an•ing o e pa ies ere o wi respec to the subject matter hereof and supersedes any and all prior understandings,written or oral,among the parties hereto. This Agreement may only be modified or amended by a subsequent written agreement signed by an authorized representative of Licensor and by Licensee. This Agreement shall be governed by the laws of the State of Florida applicable to contracts made and to be performed in such state,without regard to conflicts of laws principles. B. WAIVER OF JURY TRIAL. AS PART OF THE CONSIDERATION FOR ENTERING INTO THIS AGREEMENT, EACH PARTY HERETO HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY. C. Notices. Notices by Licensor and Licensee to each other shall be deemed duly given if(i)delivered personally with a signed receipt evidencing such delivery, (ii)transmitted by telecopier with confirmation of transmission, (iii) mailed by certified mail, return receipt requested, postage prepaid,or(iii)delivered by duly recognized air courier service to the addresses indicated in the opening paragraph hereof. All notices sent to Licensor shall be sent to the attention of General Manager at Global Spectrum, 3000 N.W. 125th Street, Miami, Florida 33167 (Fax: 305-673-7435; Email: dave_anderson@comcastspectacor.com) and also to Global Spectrum, 3601 S. Broad Street, Philadelphia, Pennsylvania Attn:General Counsel, Fax 215-952-5651 and City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139 Attn: Eva Silverstein, Fax 305-673-7063. All notices sent to Licensee shall be sent to the following: Art Basel U.S.Corp. C/O MCH Swiss Exhibition(Basel)Ltd. Messeplatz 10,CH-4005 Basel,Switzerland Attention:Maureen Bruckmayr,Head of Business and Management,Americas Fax at 011-41-58-206-31-32 Art Basel U.S.Corp. CIO MCH Swiss Exhibition(Basel)Ltd. Messeplatz 10,CH-4005 Basel,Switzerland Attention: Noah Horowitz, Director Americas Fax at 011-41-58-206-31-32 D. . Assignment. This Agreement shall not be assigned nor shall Licensee's right to use the Premises be sublicensed by Licensee without the prior written consent of Licensor in each instance,which may be withheld in Licensor's sole discretion. Licensor may assign this Agreement at any time to any party including,without limitation,any successor owner or operator of the Premises. E. No Agency. The relationship between Licensor and Licensee is that of independent contractors and not agents or employees. Under no circumstances shall this license be considered a contract of partnership or joint venture. Neither party shall be liable for any of the debts,accounts,obligations or other liabilities of the other party,its agents or employees,and neither party shall have any authority to obligate or bind the other party in any manner except as may be expressly provided herein. F. Waivers. No waiver shall be effective unless in writing and executed by the party to be charged with such waiver. No waiver shall be deemed a continuing waiver in respect of any subsequent breach or default,whether of similar or dissimilar nature,unless expressly so stated in writing. G. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof,and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. H. Effectiveness of Agreement. This Agreement will not be effective or binding upon a Party hereto until it has been executed and delivered by each Party hereto. I. Rules and Regulations. The Rules and Regulations as contained in the MBCC Building Users Guide are hereby incorporated into this agreement. J. Complimentary Space. In addition to the Ballrooms,which are provided free of charge for the 2018 Annual Show(subject to the limitations set forth in Section I.G.xvii), there is an additional allowance of a 5% cap of the total net square footage utilized available for verified and approved complimentary booths: Approved complimentary booths would typically include not-for-profit organizations,educational exhibitors,or other community service- oriented displays generating no direct or indirect revenues or expense to the Show Management/Licensee. K. Licensee Outside United States. The Licensee hereby represents, warrants and covenants that (a) Licensee and any of its owners, affiliates, officers, directors, employees and agents involved in providing services under this Agreement,will comply with all applicable anti-corruption laws in connection with the Annual Show, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act and any other applicable jurisdiction; (b)in carrying out its responsibilities under the Agreement, neither the Licensee nor any of its owners,affiliates, officers,directors,employees or agents will offer, promise or give anything of value, directly or indirectly, to (i) any Government Official in order to influence official action or otherwise obtain an improper business advantage, (ii) any other person while knowing that all or any portion of the money or thing of value will be offered or given to a Government Official or(iii)any other person in order to induce them to perform their work duties disloyally or otherwise improperly; (c)neither the Licensee nor any of its owners or affiliates is • 11 directly•or indirectly owned or controlled, in whole or in part, by any Government Entity or Government Official and no owner, partner, officer, director or employee of the Licensee or of any parent or subsidiary company of the Licensee is or will become a Government Official during the term of this Agreement; and (d) no government is investigating or has in the past five years conducted, initiated or threatened any investigation of the Licensee or any of its owners, affiliates, officers, directors or employees for alleged violation of anti-corruption laws. "Government Entity"means a national government, political subdivision thereof, or local jurisdiction therein, an instrumentality, board, commission, court or agency, whether civilian or military, or any of the above, however constituted,a government-owned or government-controlled association,organization,business or enterprise,a political party. The term"Government Entities" also includes public international organizations, i.e. organizations whose members are countries, or territories, governments of countries or territories, other public international organizations or any mixture of the foregoing. "Government Official"means any public or elected official or officer,employee(regardless of rank),or person acting on behalf of a national,provincial, or local government,including a department,agency, instrumentality,state-owned or state-controlled company, public international organization (such as the United Nations or World Bank), or political party, party official or any candidate for political office. Officers, employees (regardless of rank), or persons acting on behalf of an entity that is financed in large measure through public appropriations, is widely perceived to be performing government functions, or has its key officers and directors appointed by a government should also be considered "Government Officials." 22. Material Impacts to Licensee's Show Due to Construction Activity at the Center. A. Licensee hereby acknowledges that the Center is undergoing construction in connection with the Renovation Project. Licensee acknowledges that the construction of the Renovation Project has required the Owner to make numerous temporary adjustments to the entry, egress, loading, and circulation spaces in and around the Center that may include, but may not be limited to, the creation of temporary partitions/passages within or around portions of the Premises that may occur within or adjacent to areas of active construction,the relocation of entry or exiting doors,the reconfiguration of loading docks,and other temporary adjustments to the movement of people and freight through the Center and Premises. Licensor and Owner have worked, and agree to continue to work,with Licensee to make available as much of the Center as possible for the Show, and have agreed to deliver the Premises to Licensee on November 20, 2017, in accordance with the parameters identified in Section I.A of this Agreement (the definition of Premises). The parameters identified in Section I.A (Premises) are intended to permit Licensee's full use and occupancy of the Premises during the Renovation Project,and is subject only to any conditions that may be imposed by regulatory agencies having jurisdiction (including,without limitation, "fire watch"or other conditions required by agencies having jurisdiction);provided, however,that if any conditions imposed by regulatory agencies causes a delay in possession of the Premises or reduces the footprint of the Premises,such conditions shall remain subject to remedies pursuant to the terms of Sections 11.6, 11.12 and 11.22 of this Agreement. B. As used in this Agreement, a "Material Impact" on Licensee's use of the Premises (or any portion thereof, excluding the Sunset Vista Ballroom)shall mean any construction activity (including,without limitation, any and all activities ancillary to any construction activity) related to the Center or Renovation Project that(1)renders the Premises(or any portion thereof,excluding the Sunset Vista Ballroom)inaccessible or precludes the safe ingress/egress therefrom such that a regulatory agency having jurisdiction would require closure of the Premises (or any • portion thereof, excluding the Sunset Vista Ballroom); or (2)• renders the Premises (or any portion thereof, excluding the Sunset Vista Ballroom) uninhabitable or unfit, in whole or in part, for use for its intended purposes for the Show; or (3) causes a material diminution of Licensee's use and enjoyment of the Premises (excluding the Sunset Vista Ballroom) and continues for a period of more than 4 hours following notice from Licensee's General Manager (or other designees identified in advance of the License Period) to Licensors General Manager (including nuisances that singly or collectively rise to the level of such a material diminution); or (4) causes the cessation or interruption of utilities at (or within) the Premises or.any portion thereof (excluding the Sunset Vista Ballroom); or (5) reduces the footprint available to Licensee; or (6) causes any type of delay in possession of the Premises by the Licensee; or (7) otherwise fails to deliver the Premises and directly or indirectly causes a reduction in any of Licensee's planned revenue-generating activities in connection with the Show (each of Section 11.22.B(1)through 11.22.8(7)shall constitute a"Material Impact"for purposes of this Agreement). C. Licensor shall keep Licensee timely informed of any and all Renovation Project developments which Licensor determines may have a Material Impact on Licensee's use and enjoyment of the Premises(or any portion thereof),including any proposed changes to Exhibit A,which must be communicated to License in writing. Licensee shall notify Licensor and Owner of any concerns it may have with respect to any Renovation Project developments as soon as possible following receipt thereof. Owner shall use diligent,good-faith efforts to mitigate or otherwise rectify any Material Impact on Licensee's use of the Premises or any portion thereof(excluding the Sunset Vista Ballroom). If, despite such efforts, Licensee determines (in good faith)that the Renovation Project is expected to cause a Material Impact on Licensee's use of the Premises(or any portions thereof,excluding the Sunset Vista Ballroom),Licensee's exclusive remedies for any Material Impact(s)shall be as follows: a. (i) Licensor shall refund to Licensee the License Fee for the Premises on a pro rata basis as set forth herein. If the Material Impact involves a delay in possession of Premises,then the refund shall be based on Section 11.6 of this Agreement. If the Material Impact implicates the partial interruption of the use of the Center during the License Period, the pro rata adjustment shall be based on the following formula: License Fee x sq.ft. of area affected by a Material Impact x number of days of Material Impact sq.ft.of Premises License Period provided; however, that notwithstanding the above formula, in the event that a Material Impact (or a combination of Material Impacts) causes the complete interruption of the use of the Center during the License Period which exceeds seven (7)days in duration,then the entire License Fee shall be refunded to Licensee. (ii) Owner shall also compensate Licensee for any reductions in fees received by Licensee from its Show exhibitors and/or sponsors as a result of, a Material Impact, loss of revenues, loss of anticipated profits, lost business opportunities, or other costs, expenses, damages, or losses, including, without limitation, expenses relating to any relocation of any portion of the Show to any alternative venue identified by Licensee, up to, but not to exceed,the total aggregate liability set forth in Section 1I.12.C. Licensee shall provide Owner with reasonable supporting documentation sufficient to corroborate any claim for compensation hereunder, up to the maximum not-to-exceed aggregate liability set forth in Section 11.12.6. b. In the event Licensee elects, due to a Material Impact, to cancel or terminate the Show, Licensee may also terminate this Agreement by providing written notice to Licensor(such notice must be 2 days in advance if the cancellation or termination is during the period before the License Period). In the event of termination pursuant to this Section 1I.22.C.b, Licensor shall return any advance Licensee Fee deposit(s), as well as any Other Costs and Expenses paid by Licensee that are uncommitted and/or cancelable, and Owner shall further compensate Licensee for any costs or expenses it incurred prior to the date of termination, which includes,without limitation, loss of revenues, loss of anticipated profits, lost business opportunities, loss of reputation or other costs,expenses,damages, or losses in connection with the Show,subject to the total aggregate liability set forth in Section 11.12.C. • 12 D. Except as specified in this Section 11.22 and in Section 11.12, in no event shall Licensor or Owner have or owe any obligation to Licensee relating to or arising from Material Impacts to Licensee's use of the Premises, or otherwise with respect to any matters involving the construction of the Renovation Project and Licensee's use of the Premises. [END OF AGREEMENT] • • 13 EXHIBIT I ABMB18—Exhibitor Lunch Checklist Date: Tuesday, December 4,2018, 11 am-1 pm Checklist: • Catering (F&B) incl. labor,set up, BOH, glassware, cutlery, decoration etc. Menu subject to Art Basel approval (with such menu based on an F&B retail cost of$60 per person) • Corkage Fee Waiver(Art Basel to supply champagne via Ruinart allocation) • Seating incl. Labor to set up&transportation • Buffets (Crates) incl. labor for set up&transportation • • Lighting incl. labor&transportation • Band/entertainment • AV for Band • Hostesses • Security • Power& Power Installation • Cleaning • Wardrobe • Logistics 14 Art Basel Miami Beach 2018 Exhibit II The condition of the Premises and ancillary areas shall be as follows: 1. Exhibit Halls A, B, C, D—complete 2. North and South Loading Docks—complete including full truck access to and from Convention Center Drive and Washington Ave. 3. Parking - in levels 5 of the North Addition and level 4 of the West Concourse, if available pursuant to Section I.G.ix of the License Agreement. 4. Grand Ballroom (Level 2) —complete including Pre-Function, exterior grand stairs, exterior terrace, inclusive of elevator and escalator connection from show floor C 6. East Concourse Level 2 —complete including public circulation to the Grand Ballroom, Pre-Function and south perimeter concourse; meeting rooms;and east kitchen 7. East Concourse&Skybridge Level 3—complete 8. West Concourse Level 1 —complete including both junior ballrooms, meeting rooms, restrooms, stairs, elevators, and escalators 9. West Concourse Level 2-complete including meeting rooms, restrooms, stairs, elevators, and escalators 10. West and South Concourses Level 4(excluding Sunset Vista Ballroom)—Substantially complete with functional MEP systems 11. Main North Kitchen—complete 12. Communications systems - telecommunications system, audio system, Wi-Fi and cellular phone service-readiness (wireless access points) complete 13. North East entrance— complete, inclusive of stairs, escalator and elevators accessing level 2 mezzanine. North dropoff roadway prior to East helix also available. Ancillary areas: 14. P-lot-P-lot fenced and not available 15. Washington Avenue—complete including landscaping 16. Convention Center Drive—complete including landscaping General Notes • Mechanical, engineering and plumbing and Fire protection Systems Conditions. Owner shall provide HVAC, security systems, sprinkler systems or fire watch personnel or related measures, mechanical, electrical, plumbing, lighting, accessibility, telecommunications system, audio system , Wi-Fi and cellular phone service-readiness (with wireless access points provided by third-party vendor of Spectra)and life safety systems sufficient to meet conditions or requirements of authorities having jurisdiction for occupancy/use by the public,ABMB2018, and the Special Events Permit. • "Complete" shall mean completed in accordance with the Fentress drawings and specifications current as of January 31, 2017, other than as may be set forth herein. • 15