RESOLUTION 92-20502 RESOLUTION NO. 92-20502
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A FIRST
AMENDMENT TO THE AGREEMENT BETWEEN SPECTACOR
MANAGEMENT GROUP, A PENNSYLVANIA JOINT
VENTURE, AND THE CITY OF MIAMI BEACH, A
FLORIDA MUNICIPAL CORPORATION.
WHEREAS, the City and SMG entered into a Management Agreement
on December 19, 1990 (hereinafter referred to as the "Agreement")
for the operation and management of the Miami Beach Convention
Center and the Jackie Gleason Theater of the Performing Arts
(TOPA) ; and
WHEREAS, in operating under the Agreement, the City and SMG
have agreed that certain changes are necessary; and
WHEREAS, the parties have negotiated a First Amendment to the
Agreement, a copy of which is attached hereto.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH that the Mayor and City Clerk are hereby
authorized to execute the attached First Amendment to the Agreement
between Spectacor Management Group, a Pennsylvania Joint Venture,
and the City of Miami Beach, a Florida municipal corporation, a
copy of which is attached hereto.
ADOPTED this 6th day of /May 1-2 .
MAYOR
ATTEST:
T N,�i /"ice ''
iti 4-- FORM APPROVED
CITY CLERK sfAr 3
ADEPT.
PNB: lm
13
C:\resolulti\spectacor.ame
April 28, 1992 02.,---r-
Date.
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CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
COMMISSION MEMORANDUM NO. 3Q(-/ 12
DATE: May 6 , 1992
TO: Mayor Seymour Gelber and
Members of the City Commission
FROM: Roger M. Carlton(? � , �•
City Manager
SUBJECT: FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF MIAMI
BEACH AND SPECTACOR MANAGEMENT GROUP (SMG)
ADMINISTRATION RECOMMENDATION: Approve first amendment to agreement
• between the City of Miami Beach and Spectacor Management Group
(SMG. )
BACKGROUND: In December 19, 1990 the City of Miami Beach and
Spectacor Management Group (SMG) entered into an agreement for the
operation and- management of the Miami Beach Convention Center and
the Jackie Gleason Theater of the Performing Arts. Since May 1991
the Administration and SMG have held numerous meetings agreeing
that certain changes are necessary in the agreement.
ANALYSIS: Paragraph 2, Section C (C) on page 5 states that SMG must
have the City Commission's approval of a lease agreement if the
lease is beyond the termination of the initial term of the SMG's
agreement with the City. This amendment authorizes the contract
Administrator to approve leases beyond the termination of SMG's
contract. It also includes the following:
. Long term agreement in excess of two (2) years such as
telephone agreements, concessionaire's agreements, advertising
agreements, etc. must have the City Commission's approval.
. SMG to have the right to enter into contracts for the
fabrication and installation of two (2) marquees and also
contract for advertising on the marquees. The contract for
installation requires the contract administrator' s approval, SMG
to solicit three (3) bids, performance bonds and payment bonds
must be approved by the City, insurance to be approved by the
City and the title shall be in the name of the City of Miami
Beach.
. The advertising contract must have the approval of the City' s
contract administrator, indemnity provisions which favor the
City and the net proceeds to SMG shall be specified.
. The City to provide SMG with working capital of $500,000 (or a
lessor amount if agreed to by both parties) to begin each
fiscal year. SMG will provide a monthly summary of expenditures
and revenue cash flow deficiency.
. The $1,300, 000 utility expenditures is to be increased or 31
decreased and shall be adjusted up to 10% from the $1,300, 000
benchmark. (This paragraph is for contract clarification
purposes only. ) AGENDA Q
ITEM ' 1�
DATE __SS_2Cj_ 9
Commission Memorandum
Page Two
. Increase the Crime/Fidelity bond from $500, 000 to $750, 000.
CONCLUSION: The amendment has been agreed upon by all parties. It
eliminates contracts for the rental of the Convention Center/TOPA
to be presented to the City Commission for approval. It expedites
the cash flow deficiency in the budget and defines the utility
expenditure benchmark adjustment and adds to the agreement the
provisions of the installation, fabrication and advertising of a
marquee.
RMC/NL/mq
9 ors.,
•
FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF MIAMI
BEACH AND SPECTACOR MANAGEMENT GROUP FOR THE OPERATION
AND MANAGEMENT OF THE MIAMI BEACH CONVENTION CENTER AND
THE JACKIE GLEASON THEATER OF THE PERFORMING ARTS
This First Amendment to the Management Agreement made and
entered into this K1, dayof tt\u—) 1992, by and
between the City of Miami Beach, a Florida Municipal Corporation
(hereinafter referred to as "City") and Spectacor Management Group,
a Pennsylvania Joint Venture (hereinafter referred to as "SMG") .
WITNESSETH
WHEREAS, the City and SMG entered into a Management Agreement
on December 19, 1990 (hereinafter referred to as the "Agreement")
for the operation and management of the Miami Beach Convention
Center and the Jackie Gleason Theater of the Performing Arts
(TO PA) ; and
WHEREAS, in operating under the Agreement, the City and SMG
have agreed that certain changes are necessary.
NOW, THEREFORE, the City and SMG, in consideration of the
mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, agree as follows:
1. The above recitations are true and correct and are
incorporated herein by reference.
2 . Section C (c) on page 5 of the Agreement is hereby amended
to read as follows:
c) Administer, assure compliance with and negotiate
licenses, lease agreements, booking
commitments, advertising agreements and concession
agreements for the FACILITY, including the food, beverage
and novelty agreements (if any) . Such licenses and
agreements which pertain to the use, operation and
occupancy of the FACILITY will be executed by SMG in its
own name, if for a term of not more than the remaining
effective before the termination of the initial term of
this Agreement. and approved by the City Commi3oion only
aq.recment3 made - in conjunction with the Greater Miami
- - ' -
. - = - - Subject to the prior
written approval on the contract of the Contract
Administrator, SMG shall be authorized to sign lease
agreements between Lessees and SMG which have a term
effective after the initial term of the Agreement between
the City and SMG. Advertising agreements, concession
agreements, telephone agreements, audio-visual agreements
and other agreements /except for lease agreements) shall
require the prior written approval of the Contract
Administrator, if for a term within two years from the
end of the initial term of this Agreement, and shall
_quire the prior approval of the City Commission, if
such agreements have a term which extends more than two
Years beyond the end of the initial term of this
Agreement. In the event this Agreement is extended beyond
the initial term, then SMG shall be authorized to execute
in its own name (without the approval of the Contract
Administrator lease a•reements which have a term
effective during such extended term. The terms of all
such licenses and agreements shall comply with IRS
Requirements as defined in Paragraph XI.A hereof. A l l
revenues pursuant to . this Agreement, which are earned
within the term of this Agreement, shall be included in
gross revenues for the FACILITY. SMG and its affiliates
or related entities will be allowed to book and promote
events at the FACILITY at prevailing rates, fees and
prices.
In addition to the foregoing, SMG shall have the right to
enter into contracts for the fabrication and installation
of two marquees, and contracts for advertising with
reference to the marquees, one to be located in front of
TOPA at 17th and Washington Streets and the other to be
2
located in the preferred parking lot immediately west of
the Convention Center Facility. The contracts for
installation, fabrication and for advertising for the
marquees shall be subject to the prior approval of the
City' s Contract Administrator and shall contain at a
minimum the following requirements:
(1) Contract for Installation and Fabrication
Any contract for installation and fabrication shall
require:
a. The prior approval of the Contract
Administrator.
b. SMG shall solicit three bids and present
the bids to the Contract Administrator
with a recommendation for the lowest and
best bid.
c. Payment and performance bonds subject to
the City's approval shall be included.
d. Insurance and indemnity provisions
subject to the City' s approval shall be
included.
e. The installation contract shall require
that the title to the marquee(s) shall be
in the City of Miami Beach.
(2) Advertising Contracts
Any advertising contract shall contain the following
requirements:
a. The contract shall be subject to the
prior approval of the City's Contract
Administrator.
b. The advertising contract shall contain
indemnity provisions which favor the City
of Miami Beach in addition to SMG.
c. The advertising contract shall specify
the net proceeds to the facility.
(3) Message Guidelines for the Marquees.
SMG will develop message guidelines for messages to
be shown on the electronic billboard, which
3
guidelines are subject to the prior approval of the
City. The guidelines shall require that the City
shall have the right to use the electronic
billboard for messages required by the City, free
of any charge to the City.
3 . Section I, Paragraph C, (1) on page 10 of the Agreement is
hereby deleted in its entirety and is hereby replaced with the
following:
The City will provide the
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lesser amount to which the parties agree) to begin each
fiscal year. The amount will be analyzed each fiscal
year end on an audited accrual basis and restored to the
$500, 000. 00 level. On an interim basis, SMG will provide
the City with a monthly summary of total receipts and
total disbursements by the fifteenth day of the following
month. The City will reimburse SMG over the fiscal year
an amount up to the annual cash flow deficiency in the
approved budget. Any excess cash flow will be remitted
to the City on a monthly basis.
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5. Section III B (i) on page 28 is hereby amended to read as
follows:
SMG and the City agree to adjust the expense threshold
for changes to utility consumption and utility
expenditures of up to plus or minus ten percent (10%) of
the $1, 300 , 000 utility expense threshold, which is part
and parcel of the $5. 35 million operating expense
threshold. The increase or decrease in utility
expenditure of up to ten percent (10%) increase or
decrease from $1, 300, 000 shall be adjusted at the end of
each fiscal year. The benchmark of $1, 300, 000 shall be
used for all Contract Years in the initial term.
6. Section VI C entitled "Contract Years" on page 34 of the
Agreement is hereby deleted and replaced with the following:
C. Contract Year. "Contract Year" shall be defined as the
period beginning October 1 and ending September 30, the
same as the City's fiscal year. For the first year of
this Agreement, "Contract Year" shall be defined as the
period beginning January 1, 1991 through September 30,
1991. "Contract Year" as above defined is for the purpose
of calculating additional percentage fees earned by SMG
in accordance with Section III, Paragraph 81 Page 25 of
the Agreement. In the event the Agreement is terminated
on a date not coincidin• with the Cit 's fiscal ear
SMG's additional percentage fees would be prorated from
October 1, the beginning of the City's fiscal year,_
through the effective date of termination. Provided,
however that the fore.oin• definition of "Contract ear"
shall not operate to extend or revise the term of this
Agreement as provided in Section VI A and B.
7. Requirement 6, Exhibit B of the Agreement, Part 2 ,
(entitled "Insurance Requirements") shall be amended to read as
follows:
6. Crime/Fidelity Bond in the amount of $500,000 $750, 000
for each loss, naming the City as loss payee as its
interest may appear.
5
8 . Except as modified by terms of this First Amendment all
terms and conditions of the Agreement are hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be signed and their corporate seals to be fixed,
attested by their witnesses and the City Clerk, this 2134- day of
A0-43 , 190.
CI OF MIAMI •CH
ATTEST:
t„ ?.\sYn -- . . #0"
ITY CLERK •512.1
ATTEp T: _ / .P, QTACOR MANAGEMENT GROUP
- (//71 ,A"fi / -eifeet/eiatef.
PNB: lm
C:\amendnen\spec taco.1 FORM APPR
ED
October 1, 1992
LEeL' i 'T (7.:
By C47-e7
a"...4e/
Date (*/-.L '
6
v R Z l71 1NI ELL. n
RESOLUTION NO. 92-20502
Authorizing the Mayor and City Clerk to
execute a first amendment to the agreement
between Spectacor Management Group, a
Pennsylvania joint venture, and the City
of Miami Beach, a Florida Municipal
Corporation.