Resolution 2020-31369 RESOLUTION NO. 2020-31369
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT WITH GLOBAL SPECTRUM, L.P., PURSUANT TO REQUEST
FOR PROPOSALS (RFP) NO. 2019-122-WG SPONSORSHIP AND NAMING
RIGHTS CONSULTING SERVICES; SAID AGREEMENT HAVING AN INITIAL
TERM OF FIVE (5) YEARS, WITH THREE ADDITIONAL ONE-YEAR
RENEWAL OPTIONS, AT THE CITY'S SOLE OPTION AND DISCRETION.
WHEREAS, on February 13, 2019 the Mayor and City Commission approved the
issuance of RFQ 2019-122-WG for Corporate Sponsorships and Naming Rights Consulting
Services; and
WHEREAS, the City received a total of four (4) proposals from the following firms as a
result of the RFQ: (1) The Superlative Group, Inc.; (2) Siinc LLC d/b/a Siinc Agency; (3) Global
Spectrum L.P. d/b/a Spectra Partnerships ("Global Spectrum"); and (4) Fill In Gaps Solutions,
LLC (Fig Solutions); and
WHEREAS, an Evaluation Committee appointed by the City Manager convened on June
24, 2019, to consider proposals received, the Committee's evaluation process resulted in the
following order of ranking:
Group I Corporate Sponsorship
1st Ranked: Spectra Partnerships;
2nd Ranked: The Superlative Group, Inc.;
3rd Ranked: Siinc Agency; and
41h Ranked: Fig Solutions, LLC
Group II Naming Rights
1st Ranked: Spectra Partnerships;
2nd Ranked: The Superlative Group, Inc.;
3rd Ranked: Siinc Agency; and
4th Ranked: Fig Solutions, LLC; and
WHEREAS, on July 31, 2019, upon considering both the qualitative and quantitative
factors, the City Manager recommended that the Mayor and City Commission authorize the
Administration to negotiate with Global Spectrum, the top ranked proposer; and
WHEREAS, on July 31, 2019, the Mayor and City Commission adopted Resolution No.
2019-30916, directing the Administration to negotiate simultaneously with Global Spectrum, as
the top ranked firm for Group I (Corporate Sponsorships) and Group II (Naming Rights); and
with The Superlative Group, as the second ranked proposer for Groups I and II; and further
providing that the final selection of the recommended proposer and approval of material terms
for the agreement be subject to approval by the Mayor and City Commission; and
WHEREAS, on February 20, 2020, the Mayor and City Commission adopted Resolution
No. 2020-31158, authorizing the Administration to finalize an agreement with Global Spectrum
LP, d/b/a Spectra Partnerships, as the final recommended proposer for sponsorships and
naming rights consulting services; and if unsuccessful, authorizing the Administration to finalize
an agreement with The Superlative Group; and further requiring that the final agreement be
approved by the Mayor and City Commission; and
WHEREAS, the Administration has successfully negotiated a Professional Services
Agreement with Global Spectrum, L.P. (the "Agreement")for an initial term of five (5) years, with
three (3) one-year renewal terms, at the City Manager's sole option and discretion; and
WHEREAS, the City Manager recommends that the Mayor and City Commission
approve the Agreement, incorporated herein by reference and attached hereto as Exhibit"A".
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve and authorize the Mayor and City Clerk to execute a Professional
Services Agreement with Global Spectrum L.P., pursuant to Request for Qualifications ( RFQ)
No. 2019-122-WG, for Corporate Sponsorships and Naming Rights Consulting Services; said
agreement having an initial term of five (5) years, with three (3) additional one-year renewal
options, at the City's sole option and discretion.
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PASSED AND ADOPTED this a9 day of J / 2020.
ATTEST:
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Dan Gelber, Mayor
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Ra el E. ranado, City Clerk � '
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APPROVED A5 TO
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FO EICUTION
City Attorney.. i} ate
Resolutions- R7 X
MIAMIBEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: July 29,2020
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT WITH GLOBAL SPECTRUM, LP., PURSUANT TO REQUEST
FOR PROPOSALS (RFP) NO. 2019-122-WG SPONSORSHIP AND NAMING
RIGHTS CONSULTING SERVICES; SAID AGREEMENT HAVING AN
INITIAL TERM OF FIVE (5) YEARS, WITH THREE ADDITIONAL ONE-
YEAR RENEWAL OPTIONS, AT THE CITY'S SOLE OPTION AND
DISCRETION.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission of the City of Miami
Beach, Florida accept the Resolution approving the Agreement with Global Spectrum L.P.
(Spectra), pursuant to RFP 2019-122-WG for Sponsorship and Naming Rights Consulting
Services
BACKGROUND/HISTORY
On February 13, 2019 the Mayor and City Commission approved Issuance of RFQ 2019-122-
WG for Corporate Sponsorships and Naming Rights Consulting Services. The City received a
total of four (4) proposals from the following firms as a result of the RFQ: The Superlative
Group, Inc.; Siinc LLC d/b/a Siinc Agency; Global Spectrum L.P. d/b/a Spectra Partnerships
("Global Spectrum"); and Fill In Gaps Solutions, LLC (Fig Solutions).
An Evaluation Committee appointed by the City Manager convened on June 24, 2019, to
consider proposals received. The Committee's evaluation process resulted in the following
order of ranking:
Group I Corporate Sponsorship
1st Ranked: Spectra Partnerships;
2"d Ranked: The Superlative Group, Inc.;
3rd Ranked: Siinc Agency; and
4th Ranked: Fig Solutions, LLC
Page 2106 of 2461
Group II Naming Rights
1st Ranked: Spectra Partnerships;
2"d Ranked: The Superlative Group, Inc.;
3rd Ranked: Siinc Agency; and
4t' Ranked: Fig Solutions, LLC
At the July 31, 2019 City Commission meeting, having considered both the qualitative and
quantitative factors, the City Manager recommended that the Mayor and City Commission
authorize the Administration to enter into negotiations with Spectra, the top ranked proposer.
The City Manager also recommended that, if the Administration was unsuccessful in negotiating
an agreement with Spectra, the City Commission authorize the Administration to enter into
negotiations with The Superlative Group, the second ranked proposer. Following discussions
held during the July City Commission meeting, the Mayor and City Commission, adopted
Resolution 2019-30916, authorizing the Administration to simultaneously negotiate with both
firms. Further,the City Commission directed the Administration to consider both components of
the award, naming rights and sponsorships, as distinct, with the possibility of awarding a
separate firm for each component, upon qualifications and negotiations.
As directed by the City Commission, staff fully analyzed the qualifications of both companies,
comparing both sponsorship and naming rights deals over the last 5 years, reached out to
references for both and compared pricing proposals. During the review process, references
and previous sales numbers for both firms were comparable, and both firms were deemed
competent for the job.
On February 20, 2020 the Mayor and City Commission adopted Resolution No.2020-31158,
authorizing the Administration to finalize an Agreement with Global Spectrum LP, as the final
recommended proposer for consulting services pursuant to Request for Qualifications No.
2019-122-WG, Corporate Sponsorships and Naming Rights Consulting Services (the
"Project")provided that the final Agreement be subject to the prior approval of the Mayor and
City Commission.
ANALYSIS
Pursuant to the City Commission's direction,the Administration has successfully negotiated an
Agreement with Global Spectrum LP,which is attached hereto and includes the following
material terms.
1. Scope:
Global Spectrum LP will manage all sponsorships and naming rights for the City. The services
pertaining to sponsorships are particularly important on a day-to-day basis. The City has
historically had a full-time position that sold, fulfilled and managed all sponsorship, advertising
and other revenue generating opportunities for the city, including sponsorships for events,
advertising in the City magazine, etc. Through this position, the City has yielded over$1 Million
in alternative revenue each year. However, during the budget cycle, the decision was made to
eliminate this position and to outsource the positions responsibilities,which include managing all
sponsorships and the expanded opportunities regarding naming rights for certain buildings as
approved by the City Commission. Global Spectrum LP will now handle all of these
partnerships.
It is important to note that Global Spectrum LP will retain an individual that will handle the
Page 2107 of 2461
management and fulfillment of all sponsorships and naming rights. This individual, rather than
handle the City's account as one its portfolio of several accounts, will be solely dedicated to the
City's needs in this area, thus ensuring the maximum amount of revenue to the city.
2.Term:
The Agreement stipulates a five year term with three one-year optional renewals. However, as
requested by the City Commission, in the event that Global Spectrum LP fails to negotiate a
naming rights deal for the Miami Beach Convention Center, that is approved by the City
Commission, within twenty-four months from the effective date of the Agreement, the
Agreement may be terminated. However, the City may not terminate the Agreement if Global
Spectrum proposes a naming rights that includes commercially reasonable terms but approval
of the Agreement is unreasonable withheld.
3. Commission Structure:
The commission to which Global Spectrum LP would be entitled is as follows:
Revenue Generated under Commercial Rights Agreements*
Revenue in a Contract Year Percentage of Revenue due to Global
Spectrum LP for such Contract Year*
A. $0 through$200,000 50%
B. $200,001 through$1,000,000 18%
C. In excess of$1,000,000 22%
*A commercial rights agreement is an agreement between the City and a sponsor or other
purchaser of Commercial Rights. All commercial rights at and with respect to the properties and
all other City-owned events, parks, facilities, venues, beaches and other properties and other
municipal marketing efforts of the City, including, without limitation, advertising signage,
sponsorship, premium seating, pouring and other vendor rights, interactive media and branding
rights, as well as other similar revenue generating opportunities related to the same as may be
mutually agreed upon by Global Spectrum LP and the City. For example, if Global Spectrum
secures $900,000 of revenue in a contract year, it would be owed a Commission of $226,000
calculated as follows:
- $100,000 (50%of first$200,000 Revenue in)
-$126,000 (18%of$700,000 Revenue, i.e. $900,000 -$200,000 =$700,000 X 18%).
Revenue generated under the Coca-Cola Agreement'
Revenue Percentage of Revenue due to Global
Spectrum
All 5%
**The only pre-existing commercial rights agreement that is included in the scope of the
Agreement as of the Effective Date is the agreement with Coca-Cola. The reason for this is that
Global Spectrum LP will take over the management of this sponsorship agreement. Global
Spectrum LP has agreed that it will manage this existing agreement for a small commission of
five percent of the commissions received by the City. The Coca-Cola agreement terminates in
December 2021.
Commissions on Upsell Revenue"**
Upsell Revenue in a Contract Year Percentage of Revenue due to Global
Spectrum
All 20%
Page 2108 of 2461
**"`Upsell Revenue is Revenue generated during the Term of an pre-existing Agreement that is
over and above what a sponsor is contractually committed to'pay under that Agreement. By way
of example only, if the Coca-Cola Agreement provides for the sponsor spending $100,000 in a
particular year and Consultant sells that sponsor an additional $50,000 in sponsorship benefits,
the$50,000 in additional Revenue shall be considered Upsell Revenue.
Revenue Generated under a Naming Rights Agreement
Annual Revenue**** Percentage of Annual Revenue due to Global
Spectrum
$0 through$700,000 10%
$700,001 through$900,000 12.5%
$900,001 through$1,500,000 15%
$1,500,001 or more 17.5%
**** "Annual Revenue" means the total amount of revenue received by the City in a particular
year under a naming rights agreement. If the City Commission were to approve a naming rights
agreement, Global Spectrum LP would receive commissions based on the tiers noted in the
table above.These rates are consistent with the industry.
FINANCIAL INFORMATION
Grant funding will not be utilized for this project. This is a revenue generating contract.
CONCLUSION
Based on the aforementioned analysis and justification, I recommend that the Mayor and City
Commission hereby approve the Professional Services Agreement with Global Spectrum LP,
pursuant to Request for Qualifications (RFQ) No. 2019-122-WG, for Corporate Sponsorships and
Naming Rights Consulting Services, incorporated herein by reference and attached hereto as Exhibit
"A".
Is this a"Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
No No
Legislative Tracking
Marketing and Communications/Procurement
ATTACHMENTS:
Description
o Resolution and Agreement
Page 2109 of 2461
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
GLOBAL SPECTRUM L.P.
FOR
SPONSORSHIP AND NAMING RIGHTS CONSULTING SERVICES
PURSUANT TO
RFQ-2019-122-WG
This Professional Services Agreement (Agreement) is entered into this day of
, 2020, between the CITY OF MIAMI BEACH, FLORIDA, a municipal
corporation organized and existing under the laws of the State of Florida, having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the"City"), and GLOBAL
SPECTRUM L.P., a Limited Partnership organized and existing under the laws of the State of
Delaware, whose address is 150 Rouse Blvd., Philadelphia, PA 19112("Consultant").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Assets: City produced events, City-owned or controlled buildings (including the
Properties), facilities, venues, and beaches,
City Manager: The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to administer
this Agreement on behalf of the City.The City Manager's designee shall be
the Director of the City's Communications Department.
Commercial Rights The commercial rights at and with respect to the City Assets and other
municipal marketing efforts of the City, including, without limitation,
advertising, signage, sponsorship, premium seating, pouring and other
vendor rights, interactive media and branding rights,as well as other similar
revenue generating opportunities related to the same as may be mutually
agreed upon by Consultant and the City.
Commercial Rights
Agreement: An agreement between the City and a sponsor or other purchaser of
Commercial Rights, with a term that commences on or after the Effective
Date. In addition, if the Coca-Cola Agreement (as defined herein) is
renewed during the Term, such renewal shall be considered a Commercial
Rights Agreement.
$, EXHIBIT
rage 2112 of 2461
Coca-Cola
Agreement: An Agreement, dated March 14, 2012, among the City, Coca-Cola
Beverage Florida, L.L.C., and Coca-Cola North America, a division of the
Coca-Cola Company.
Commissions: Amounts paid to Consultant as compensation for Services, as such term is
more particularly defined in Section 4 below.
Consultant: The Consultant shall be the entity set forth in page 1 above, that the City
has contracted to perform the Services under this Agreement. For the
purposes of this Agreement, Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Marketing Proposal: Proposal submitted by Consultant to the City Manager, or City Manager's
designee setting forth the terms and conditions of the Services which
Consultant intends market on behalf of the City.
Naming Rights: The right to incorporate a person's or entity's name or logo in, or otherwise
choose the name of any of the Properties.
Naming Rights
Agreement: An agreement between the City and a sponsor or other purchaser, which
grants such sponsor or other purchaser Naming Rights.
Notice to Proceed: The request by the City Manager's Designee, to pursue a Naming Rights
Agreement or Commercial Rights Agreement or the acceptance by the City
Manager's Designee of a Marketing Proposal from Consultant to market
Naming Rights or Commercial Rights. •
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement, as more particularly described on Exhibit "A"
hereto.
Property(ies): Shall mean those City Assets identified on Exhibit "B", which are
incorporated herein by reference and attached hereto,for which Consultant
has the exclusive right to market and sell Naming Rights pursuant to the
terms of this Agreement.
Proposal Documents: Proposal Documents shall mean City of Miami Beach RFQ No. 2019-122-
WG for Sponsorship and Naming Rights Consulting Services together with
all amendments thereto, issued by the City in contemplation of this
Agreement(the"RFQ"),and the Consultant's proposal in response thereto
("Proposal"), all of which are hereby incorporated and made a part hereof;
provided, however, that in the event of an express conflict between the
Proposal Documents and this Agreement, the following order of
precedence shall prevail: this Agreement; the Proposal and the RFQ.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 6435; and fax number(305)673-7023.
2
Page 2113 of 2461
Upsell Revenue: Revenue generated during the Term under the Coca-Cola Agreement that
is over and above what a sponsor is contractually committed to pay under
the Coca-Cola Agreement. By way of example only, if the Coca-Cola
Agreement provides for the sponsor spending$100,000 in a particular year
and Consultant sells that sponsor an additional $50,000 in sponsorship
benefits, the $50,000 in additional Revenue shall be considered Upsell
Revenue. ,
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 6435; and fax number(305) 673-7023
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Commissions to be paid to Consultant by the City, Consultant shall
provide the Services described in Exhibit"A" hereto.
All Services provided by the Consultant shall be performed in accordance with the terms and
conditions set forth in Exhibit "A". If there are any questions regarding the Services to be
performed, Consultant should contact the following person:
Tonya Daniels, Director
Communications Department
1700 Convention Center Drive
Miami Beach, Florida 33139
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto (the "Effective Date"), and shall have an initial term of five (5) years with three (3)
additional one-year renewal options, to be exercised at the City Manager's sole option and
discretion, by providing Consultant with written notice of same no less than thirty(30) days prior
to the expiration of the then-current term. Each twelve (12) month period commencing on the
Effective Date and continuing on the anniversary of the Effective Date shall be referred to herein
as a"Contract Year'.
Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services, as
same is/are set forth in the timeline and/or schedule referenced in Exhibit"A" hereto.
3
Page 2114 of 2461
SECTION 4
COMMISSION & REIMBURSABLES
4.1 Commission
In consideration of the Services to be provided, Consultant shall be entitled to a commission
("Commission") on "Revenue" generated from any Commercial Rights Agreement or Naming
Rights Agreement in effect during the Term, which has been secured by the efforts of Consultant's
personnel, and further including the Coca-Cola Agreement. Additionally, since Consultant has
the exclusive right to market and sell Naming Rights for the Properties, Consultant shall be entitled
to receive a Commission on Revenue generated from a Naming Rights Agreement in effect during
the Term, regardless of whether or not secured by the efforts of Consultant. Revenue shall mean
gross revenue actually received by or on behalf of the City attributable to the full term of each
Commercial Rights Agreement and Naming Rights Agreement, including any extensions or
renewals of the term specifically contemplated in, or exercisable under, each such agreement.
Revenue shall include cash as well as any pre-approved in-kind contributions (i.e. trade) secured
for the benefit of the City under such Commercial Rights Agreement or Naming Rights Agreement,
with such trade valued at its retail price in an arms-length transaction. The Commission shall be
paid to Consultant for the entire term of each Commercial Rights Agreement and Naming Rights
Agreement notwithstanding that the Term of this Agreement may have expired or terminated
earlier (any such Commissions owed after the Term of this Agreement has expired or is
terminated shall be referred to herein as "Trailing Commissions"). For the avoidance of doubt,
Consultant shall only be entitled to receive a Commission on Revenue that is actually received
by or on behalf of the City, and the City shall not be obligated to pay a Commission on any
amounts that are not collected, regardless of the reason why such amounts are not collected.
Consultant shall have no legal standing, as a third party beneficiary, to sue the City or the
purchaser of any Commercial Rights or Naming Rights under a Commercial Rights Agreement or
Naming Rights Agreement.
Notwithstanding anything to the contrary contained in this Agreement, the City shall not
be obligated to accept or execute any proposed Commercial Rights Agreement or Naming
Rights Agreement. Commercial Rights Agreements and Naming Rights Agreements will
require the recommendation of the City Manager and the final approval of the City
Commission. As such, the City shall not be obligated to pay a Commission, as to a
Commercial Rights Agreement or Naming Rights Agreement, which is not approved and
executed by the City.
The Commission shall be calculated as follows:
Revenue Generated under Commercial Rights Agreements
Revenue in a Contract Year Percentage of Revenue due to Consultant for
such Contract Year*
$0 through $200,000 50%
$200,001 through $1,000,000 18%
In excess of$1,000,000 _ 22%
By way of example only, if Consultant secures $900,000 of Revenue in a Contract Year,
Consultant would be owed a Commission of$226,000:
- $100,000 (50% of first $200,000 Revenue in)
-$126,000 (18% of$700,000 Revenue, i.e. $900,000 -$200,000 = $700,000 X 18%)
4
Page 2115 of 2461
Revenue generated under the Coca-Cola Ajreement
Revenue Percentage of Revenue due to Consultant
All 5%
Commissions on Upsell Revenue
Upsell Revenue in a Contract Year Percentage of Revenue due to Consultant
All 20%
Revenue Generated under a Naming Rights Agreement
Annual Revenue* Percentage of Annual Revenue due to
Consultant
$0 through $700,000 10%
$700,001 through $900,000 12.5%
$900,001 through $1,500,000 15%
$1,500,001 or more 17.5%
* "Annual Revenue"means the total amount of Revenue received by the City in a particular year
of the Naming Rights Agreement, which"year" may not be on the same timeline as the Contract
Year hereunder, By way of example only, if the annual sponsorship fee under a Naming Rights
Deal is $1,000,000, Consultant shall receive Commissions totaling $150,000 on such Revenue,
regardless of whether all of that Revenue is received during one Contract Year or across two
Contract Years of this Agreement. Additionally, the Commission owed to Consultant relating to
any Revenue received by the City for any ancillary Commercial Rights included in a Naming
Rights Agreement, shall be calculated based upon the foregoing Commission structure for
Naming Rights.
4.2 REIMBURSABLES
Travel, marketing and any other expenses incurred by Consultant while performing Services
under this Agreement or any attachments thereto(collectively, "Reimbursable Expenses")will be
billed in addition to the agreed upon Commission pursuant to the guidelines set forth in this
section. Reimbursable Expenses are subject to the prior written approval of the City Manager or
his designee. The City shall have no obligation to pay for any Reimbursable Expense, unless any
such expenses are approved in writing by the City Manager or his designee, prior to the date of
the expense. The City shall reimburse Consultant for such approved Reimbursable Expenses
within forty-five (45)days of its receipt of such invoice.
4.3 PAYMENT
On or before the last day of each calendar quarter during each Contract Year(i.e., the last day of
March, June, September and December), beginning with the quarter ending 09/30/2020, the
parties shall hold a settlement conference(each, a "Settlement Conference"). At each Settlement
Conference, the City shall provide documentation evidencing all Revenue actually received by
the City since the prior Settlement Conference(or,with respect to the first Settlement Conference,
all Revenue received since the Effective Date), and shall pay to Consultant its Commission on
such Revenue, as well as any Reimbursable Expenses that were pre-approved by the City and
that have not previously been reimbursed to Consultant. The parties shall continue to hold
quarterly Settlement Conferences following the end of the Term until such time as all Commercial
Rights Agreements and Naming Rights Agreements secured during the Term have expired or
terminated and Consultant has been paid all Commissions due to it under this Agreement. Any
payments due to Consultant that are not made within 45 days of their due date shall accrue
•
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interest at the rate of 10% per annum, or the highest rate permitted by applicable law, whichever
is less. For the avoidance of doubt,Commissions shall only become due and payable with respect
to any Commercial Rights Agreement or Naming Rights Agreement to the extent that City has
actually received payments constituting Revenue pursuant to such Commercial Rights
Agreement or Naming Rights Agreement.
4.4 INVOICING
Following each quarterly Settlement Conference Consultant will submit an invoice to the City for
the Commissions and Reimbursable Expenses due pursuant to the terms of the Agreement.
Upon receipt of such an invoice, payment(s)shall be made within forty-five (45)days.
Invoices shall be submitted to the City at the following address:
Accounts Payable Division
Finance Department
City of Miami Beach
1700 Convention Center Drive, 3rd Floor
Miami Beach, FL 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
A. If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of
the covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager,shall thereupon have the right to terminate this Agreement for cause. Without limitation,
the City may terminate this Agreement for the following material violations of this Agreement:
' (1) abandonment or discontinuance of Services by Consultant;
(2) Consultant has failed to deliver Services on a timely basis
(3) Consultant has refused or failed to supply the Key Personnel and Key Contractors
listed on Exhibit A;
(4) Consultant has failed to make prompt payment when due to subcontractors or
suppliers for any services, provided the payment is due;
(5) Consultant has failed to obtain the approval of the City where required by this
Agreement;
(6) Consultant has failed in the representation of any warranties stated herein in any
material respect;
Prior to exercising its option to terminate for cause, the City shall notify the Consultant of
its violation of the particular material term(s)of this Agreement, and shall grant Consultant thirty
(30) days to cure such default. If such default remains uncured after thirty (30) days, the City
may terminate this Agreement upon written notice to Consultant. Immediately upon receipt of
said notice of termination, the Consultant shall stop performing Services under this Agreement.
Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms
arising out of, or by virtue of,this Agreement,except those obligations that survive the expiration
or earlier termination of this Agreement and the City's obligation to pay Consultant Commissions
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(including any Trailing Commissions in accordance with Section 4 above) in accordance with
the terms and conditions of this Agreement, and reimburse Consultant for any outstanding
Reimbursable Expenses.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Consultant. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's rights and remedies against
Consultant. Each party shall be responsible for its own costs, including attorney's fees, in
connection with any such legal/equitable action.
B. Repetitive Defaults. Notwithstanding the foregoing, in the event that the Consultant has
repetitively defaulted four(4)times within a 12 month period, in the performance of or breached
any of the terms, covenants and conditions required herein to be kept and performed by the
Consultant regardless of whether the Consultant has cured each individual condition of breach
or default as provided herein above, the Consultant may be determined by the City Manager to
be a "habitual violator". At the time that such determination is made, the City shall issue to the
Consultant a written notice advising of such determination and citing the circumstances
therefore. Such notice shall also advise the Consultant that there shall be no further notice or
grace periods to correct any subsequent breaches or defaults and that any subsequent
breach(es)or default(s), of whatever nature,taken with all previous breaches and defaults, shall
be considered cumulative and, collectively, shall constitute a condition of non-curable default
and grounds for immediate termination of this Agreement. In the event of any such subsequent
breach or default, the City may terminate this Agreement upon the giving of written notice of
termination to the Consultant, such cancellation to be effective upon the tenth (10)day following
the date of receipt thereof and all payments due hereunder shall be payable to said date, and
the Consultant shall have no further rights hereunder, except the right to receive Trailing
Commissions in accordance with Section 4 above.
C. If the City shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the Consultant shall have the
right to terminate this Agreement for cause.
Prior to exercising its option to terminate for cause, the Consultant shall notify the
City of its violation of the particular material term(s) of this Agreement, and shall grant the City
thirty (30) days to cure such default. If such default remains uncured after thirty (30) days, the
Consultant may terminate this Agreement upon written notice to the City. In addition to any
Commission or Reimbursable Expenses which are due and owing Consultant hereunder through
the date of termination or thereafter, hereunder, Consultant shall be entitled to pursue any other
remedies available to it at law or in equity if this Agreement is terminated pursuant to this
paragraph.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
The City may also,through its City Manager, and for its convenience and without cause,terminate
the Agreement at any time during the Term by giving written notice to Consultant of such
termination; which shall become effective within thirty (30) days following receipt by the
Consultant of such notice. Additionally, in the event of a public health,welfare or safety concern,
as determined by the City Manager, in the City Manager's sole discretion, the City Manager,
pursuant to a verbal or written notification to Consultant, may immediately suspend the Services
under this Agreement fol-a time certain, or in the alternative, terminate this Agreement on a given
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date. If the Agreement is terminated for convenience by the City, Consultant shall be paid for any
Commissions and Reimbursable Expenses due Consultant up to the date of termination, and
Consultant shall also be entitled to receive any Trailing Commissions in accordance with Section
4 above. Additionally, as full compensation for any losses including, without limitation, out-of-
pocket expenses, loss profits,attorney's fees or any other losses or claims which Consultant may
suffer, as a result of the termination for convenience,the City shall pay Consultant a lump sum of
$75,000.00 as liquidated damages; following which the City shall be discharged from any and all
liabilities, duties, and terms arising out of, or by virtue of, this Agreement, except any obligation
to pay Consultant for any Commissions and Reimbursable Expenses due Consultant up to the
date of termination and to pay Consultant any Trailing Commissions in accordance with Section
4 above.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Consultant is placed
either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors,
and the same is not discharged within 120 days. In such event, the right and obligations for the
Parties shall be the same as provided for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
•
Consultant agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees, agents, and contractors, from and against any and all actions (whether at
law or in equity), claims, liabilities, losses,and expenses, including, but not limited to, reasonable,
attorneys'fees and costs(collectively"Losses"), for personal, economic or bodily injury, wrongful
death, loss of or damage to property, which may arise or be alleged to have arisen from the
negligent acts, errors, omissions or other wrongful conduct of the Consultant, its officers,
employees, agents, contractors, or any other person or entity acting under Consultant's control
or supervision, in connection with, related to or as a result of the Consultant's performance of the
Services pursuant to this Agreement. To that extent, the Consultant shall pay all such claims and
losses and shall pay all such costs and judgments which may issue from any lawsuit arising from
such claims and losses, and shall pay all costs and reasonable attorneys' fees expended by the
City in the defense of such claims and losses, including appeals. The Consultant expressly
understands and agrees that any insurance protection required by this Agreement or otherwise
provided by the Consultant shall in no way limit the Consultant's responsibility to indemnify, keep
and save harmless and defend the City or its officers, employees, agents and instrumentalities
as herein provided.
The parties agree that one percent(1%)of the total compensation to Consultant for performance
of the Services under this Agreement is the specific consideration from the City to the Consultant
for the Consultant's indemnity agreement. The provisions of this Section 6.1 and of this
indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain and carry in full force during the Term, the following insurance:
A. Workers' Compensation and Employer's Liability per the Statutory limits of the state of
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Page 2119 of 2461
Florida.
B. Comprehensive General Liability (occurrence form), limits of liability $ 1,000,000.00 per
occurrence for bodily injury property damage to include Premises/ Operations; Products,
Completed Operations and Contractual Liability. Contractual Liability and Contractual
Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of
specifications).
C.Automobile Liability - $1,000,000 each occurrence - owned/non-owned/hired automobiles
included.
D. The City must be named as and additional insured on the liability policies; and it must be
stated on the certificate.
E. Professional Liability Insurance in an amount not less than $500,000.
The insurance must be furnished by insurance companies authorized to do business in the State
of Florida. All insurance policies must be issued by companies rated no less than "B+" as to
management and not less than "Class VI"as to strength by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All of Consultant's certificates shall contain endorsements providing that written notice shall be
given to the City at least thirty(30)days prior to termination, cancellation or reduction in coverage
in the policy. City of Miami Beach must be included by endorsement as an additional insured with
respect to all liability policies(except Professional Liability and Workers'Compensation)and shall
contain a waiver of subrogation endorsement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval (prior
to any work and/or services commencing)and will be kept on file in the Office of the Risk Manager.
The City shall have the right to obtain from the Consultant specimen copies of the insurance
policies in the event that submitted certificates of insurance are inadequate to ascertain
compliance with required coverage.
The Consultant is also solely responsible for obtaining and submitting all insurance certificates
for any sub-consultants.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and
obligations under this Section or under any other portion of this Agreement.
The Consultant shall not commence any work and or services pursuant to this Agreement until all
insurance required under this Section has been obtained and such insurance has been approved
by the City's Risk Manager.
SECTION 7
LITIGATION JURISDICTIONNENUEIJURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering
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into this Agreement, Consultant and the City expressly waive any rights either party may have to
a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF EACH PARTY'S LIABILITY
To the fullest extent permitted by law, neither party shall be liable to the other for any indirect,
special, consequential, punitive or exemplary damages, as such damages are defined under
applicable laws, and lost profits (except Commissions, Reimbursable Expenses, Trailing
Commissions, and liquidated as permitted in Section 5.2, none of which shall be considered "lost
profits"), regardless of whether the party has been advised of the possibility of such damages.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the work and/or Services contemplated herein, Consultant
shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable
persons and/or recognized professionals with respect to the performance of comparable work
and/or services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the work and/or Services, Consultant shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal
government, as applicable.
9.3 INTELLECTUAL PROPERTY RIGHTS: CONFIDENTIALITY
All reports, files, source files, documents, information, devices, work processes, materials, texts,
graphics, photographs, logos, animations, video footage, audio files, raw data, findings, drafts,
markups and other content provided by the City to Consultant or produced by the City on behalf
of Consultant, to aid Consultant in providing the Services under the Agreement shall remain at all
times the property of the City("City's Property").
Any unique work product specifically produced by Consultant for the City that incorporates the
City's Marks (i.e. the trademarks or other copyrighted works of the City) are intended to be the
property of the City and shall not otherwise be made public and/or disseminated by Consultant,
without the prior written consent of the City Manager, excepting any information, or records which
are required to be disclosed by law, including,without limitation, the Florida Public Records Law,
as set forth in Chapter 119 of the Florida Statutes,or which are otherwise required to be disclosed
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Page 2121 of 2461
by a court of competent jurisdiction. The City's trademarks or City Property shall not be subject
to any application for copyright or patent registration by or on behalf of the Consultant or its
employees or sub-consultants, without the prior written consent of the City Manager. Consultant
may use the City's Marks, in connection with providing the City with the Services under this
Agreement, upon the written consent from the City Manager or his designee; however, the City
Marks shall remain the property of the City. Consultant shall not have the right to use said City
Marks subsequent to the completion or early termination of this Agreement.
Consultant grants the City an irrevocable right to use and share with the public any materials or
reports generated by the Consultant for the City under this Agreement in perpetuity.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT,INSPECTIONS AND RECORDS
Upon reasonable verbal or written notice to Consultant, and at any time during normal business
hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally'recognized holidays)
during the Term of this Agreement, and-as often as the City Manager may, in his/her reasonable
discretion and judgment deem necessary, there shall be made available to the City Manager,
and/or such representatives as the City Manager may deem to act on the City's behalf, to audit,
examine, and/ or inspect, at the City's expense, any and all other documents and/or records
specifically relating to all matters covered by this Agreement. Consultant shall maintain any and
all such records at its place of business at the address set forth in the "Notices" section of this
Agreement.
Each of the parties shall keep and maintain books and records, in accordance with generally
accepted accounting practices, with respect to the rendering of Services provided by it
hereunder, including with respect to the City, its receipt of Revenue under all Commercial Rights
Agreements and Naming Rights Agreements. Consultant may, at its expense, from time to time
(but no more than once each Contract Year), inspect the books and records of the City during
normal business hours, on reasonable advance notice, to confirm the amounts due hereunder.
Such right of inspection shall survive termination hereof and continue for a period of one(1)year
following expiration or termination of all Commercial Rights Agreements, and Naming Rights
Agreements secured during the Term.
10.2 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or service
under this Agreement without the prior written consent of the City Manager, which consent, if
given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor
any term or provision hereof, or right hereunder, shall be assignable unless as approved
pursuant to this Section, and any attempt to make such assignment(unless approved)shall be
void.
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10.3 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with
the City's Procurement Division.
10.4 NO DISCRIMINATION
In connection with the performance of the Services, the Consultant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race,
color, national origin, sex, age, disability, religion, income or family status.
Additionally, Consultant shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public services
on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender
identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, or political affiliation.
10.5 CONFLICT OF INTEREST
Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County
Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code,
as may be amended from time to time; both of which are incorporated by reference as if fully set
forth herein.
Consultant covenants that it presently has no interest and shall not acquire any interest, directly
or indirectly, which could conflict in any manner or degree with the performance of the Services.
Consultant further covenants that in the performance of this Agreement, Consultant shall not
employ any person having any such interest. No member of or delegate to the Congress of the
United States shall be admitted to any share or part of this Agreement or to any benefits arising
therefrom.
10.6 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or ordinance
or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition
of"Contractor'as defined in Section 119.0701(1)(a), the Consultant shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
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Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed, except as authorized by law,
for the duration of the contract term and followi ig completion of the Agreement if
the Consultant does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Consultant or keep and maintain public records
required by the City to perform the service. If the Consultant transfers all public
records to the City upon completion of the Agreement, the Consultant shall destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If the Consultant keeps and maintains public
records upon completion of the Agreement, the Consultant shall meet all
applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian
of public records, in a format that is compatible with the information technology
systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Consultant of the request,
and the Consultant must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
(2) Consultant's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3)avail itself of any available remedies at law or in equity.
(3) A Consultant who fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award against
the Consultant the reasonable costs of enforcement, including reasonable
attorneys' fees, if:
a. The court determines that the Consultant unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the Consultant
has not complied with the request,to the City and to the Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Consultant at the Consultant's address listed on its
contract with the City or to the Consultant's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail,with postage or shipping paid by the sender and with
evidence of delivery,which may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
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(F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE
_ APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOCa7MIAM IBEACHFL.GOV
PHONE: 305-673-7411
10.7 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has established
the Office of the Inspector General which may,on a random basis, perform reviews,audits,
inspections and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other audit performed by
or on behalf of the City.
(B)The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to subpoena
witnesses,administer oaths, require the production of witnesses and monitor City projects
and programs. Monitoring of an existing City project or program may include a report
concerning whether the project is on time, within budget and in conformance with the
contract documents and applicable law. The Inspector General shall have the power to
audit, investigate, monitor,oversee,inspect and review operations,activities, performance
and procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of the Consultant, its officers, agents and employees,
lobbyists,City staff and elected officials to ensure compliance with the contract documents
and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City
is allocating a percentage of its overall annual contract expenditures to fund the activities
and operations of the Office of Inspector General.
(C)Upon ten (10) days written notice to the Consultant, the Consultant shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal)submittals, activities of the Consultant its
officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
(D)The Inspector General shall have the right to inspect and copy all documents and records
in the Consultant's possession, custody or control which in the Inspector General's sole
judgment, pertain to performance of the contract, including, but not limited to original
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estimate files, change order estimate files, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal)
and contract documents, back-change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the aforesaid
documents and records.
(E) The Consultant shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation)and performance
of this Agreement, for examination, audit, or reproduction, until three (3) years after final
payment under this Agreement or for any longer period required by statute or by other
clauses of this Agreement. In addition:
i. If this Agreement is completely or partially terminated, the Consultant shall make
available records relating to the work terminated until three (3) years after any resulting
final termination settlement; and
ii. The Consultant shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such appeals,
litigation, or claims are finally resolved.
(F) The provisions in this section shall apply to the Consultant, its officers, agents,employees,
subcontractors and suppliers. The Consultant shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Consultant in
connection with the performance of this Agreement.
(G)Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Consultant or third parties.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT: Bryan Furey, Senior Vice President
Global Spectrum L.P.
150 Rouse Blvd.,
Philadelphia, PA 19112
15 .
Page 2126 of 2461
With a copy to:
Global Spectrum, L.P.
150 Rouse Blvd.
Philadelphia, PA 19112
Attn: Legal Department
TO CITY: City of Miami Beach
Office of the City Managaer
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: City Manager
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent
to such alternate address in addition to any other address which notice would otherwise be sent,
unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and of
equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected, and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such
provision or modification of this Agreement. A party's waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed
to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
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parties,the language has been agreed to by parties to express their mutual intent and the resulting
document shall not,solely as a matter of judicial construction,be construed more severely against
one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
12.6 REPRESENTATIONS AND WARRANTIES.
The City hereby represents and warrants to Consultant that the City owns and controls all of the
(i) Naming Rights to the Properties, except with respect to the exclusions set forth in Exhibit"B",
attached hereto and (ii)all Commercial Rights that the City authorizes Consultant to sell pursuant
to a Notice to Proceed. The City further represents and warrants to Consultant that that no third
party's approval is necessary or required for the City to enter into this Agreement and to grant the
rights granted hereunder to Consultant.
Consultant hereby represents and warrants to the City that no third party's approval is necessary
or required for Consultant to enter into this Agreement and to perform its obligations hereunder.
12.7 FORCE MAJEURE
A. A 'Force Majeure" event is an event that (i) in fact causes a delay in the
performance of the Consultant's or City's obligations under this Agreement, and
(ii) is beyond the reasonable control of such party unable to perform the obligation,
and'(iii) is not due to an intentional act, error,omission, or negligence of such party,
and (iv) could not have reasonably been foreseen and prepared for by such party
at any time prior to the occurrence of the event. Subject to the foregoing criteria,
Force Majeure may include events such as laws, rules and regulations of
governmental or quasi-governmental entities, terrorism or terrorist threats, war,
civil insurrection, riot,fires, epidemics, sabotage, explosions, embargo restrictions,
quarantine restrictions, transportation accidents, strikes, strong hurricanes or
tornadoes, earthquakes, or other acts of God which prevent performance. Force
Majeure shall not include technological impossibility, inclement weather, or failure
to secure any of the required permits pursuant to this Agreement.
B. If City or Consultant's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately
upon learning of the occurrence of the event or of the commencement of any such
delay, but in no case within fifteen (15)business days thereof, provide notice of(i)
the occurrence of event of Force Majeure, (ii) of the nature of the event and the
cause thereof, (iii) the anticipated impact on this Agreement, (iv) the anticipated
period of the delay, and (v)what course of action such party plans to take in order
to mitigate the detrimental effects of the event. The timely delivery of the notice of
the occurrence of a Force Majeure event is a condition precedent to allowance of
any relief pursuant to this section; however, receipt of such notice shall not
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Page 2128 of 2461
constitute acceptance that the event claimed to be a Force Majeure event is in fact
Force Majeure, and the burden of proof of the occurrence of a Force Majeure event
shall be on the requesting party.
C. No party hereto shall be liable for its failure to carry out its obligations under this
Agreement during a period when such party is rendered unable, in whole or in part,
by Force Majeure to carry out such obligations, but the obligation of the party or
parties relying on such Force Majeure shall be suspended only during the
continuance of any inability, and only to the extent so caused by the Event of
Force Majeure, and for no longer period of said unexpected or uncontrollable
event. Such cause shall, so far as possible, be remedied with all reasonable
dispatch.
D. The suspension of any of the obligations under this Agreement due to a Force
Majeure event shall be of no greater scope and no longer duration than is required.
The party shall use its reasonable best efforts to continue to perform its obligations
hereunder to the extent such obligations are not affected or are only partially
affected by the Force Majeure event, and to correct or cure the event or condition
excusing performance and otherwise to remedy its inability to perform to the extent
its inability to perform is the direct result of the Force Majeure event.
Obligations pursuant to this Agreement that arose before the occurrence of a Force Majeure event
causing the suspension of performance shall not be excused as a result of such occurrence
unless such occurrence makes such performance not reasonably possible. The obligation to pay
money in a timely manner for obligations and liabilities under this Agreement shall not be subject
to the Force Majeure provisions and therefore will not be suspended if a Force Majeure event
occurs.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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Page 2129 of 2461
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
CITY CLERK -MAYOR
Date:
FOR CONSULTANT: GLOBAL SPECTRUM L.P.
ATTEST:
By: By:
Print Name and Title Print Name and Title
Date:
ARR^OV:.7 AS TO
FORM & LANGUAGE
&FOR EXECUTION
r1_12i. o
19ate
CityAtrorn::� D='-
Page 2130 of 2461
EXHIBIT "A"
"SERVICES"
1. Engagement of Consultant
(a) During the Term, Consultant shall be the sole and exclusive representative for
marketing of the Naming Rights for the Properties, as more particularly indicated in Exhibit "B",
attached hereto. With respect to Commercial Rights, however, Consultant shall be the sole and
exclusive representative for only those Commercial Rights that Consultant has been directed to
market and sell as agreed by the City and Consultant, pursuant to a Notice to Proceed, as more
particularly described in subsection (d) herein. As such, the parties hereby acknowledge and
agree, that during the Term, the City hereby retains the right to negotiate all Commercial
Rights in connection with its agreements and City Assets ("Excluded City Agreements")
that are not included in any Notice to Proceed. By way of example only, and without
limiting the City's right to negotiate Commercial Rights, these Excluded City Agreements
may include, without limitation, agreements where the City is receiving goods and/or
services in connection with providing marketing rights to the sponsor/vendor, such as the
City receiving equipment, in exchange for the acknowledgment of the sponsor for such
equipment; or competitively bid agreements which include Commercial Rights as a
component of the goods and/or services, such as a bus shelter agreement, permitting
advertisement on the bus shelters,and other like agreements. Although the City has retained
this right to negotiate all Commercial Rights that are not included in a Notice to Proceed, the City
agrees that during the Term of this Agreement, the City shall not engage, grant rights to, or enter
into any contractual or other relationship with any other party for the same or similar Services as
the Consultant performs under this Agreement. Further, the City shall not sell, assign, transfer,
grant or license to any other party any of the exclusive rights granted to Consultant herein.
(b) Manner of Performance of Services:
(1) Consultant shall provide the Services described herein in a competent and
professional manner, satisfactory to the City Manager and to full and prompt cooperation by the
Consultant in all aspects of the Services. City may provide the Consultant with input with respect
to the hiring of the on-site Director of Partnerships (described in the "Key Personnel and Key
Contractors" section below) for this Agreement. At the request of the City Manager, Consultant
shall promptly remove any Consultant employee, subcontractor or any other person performing
Services hereunder, so long as, in Consultant's reasonable opinion, such removal would not
cause Consultant to violate applicable laws. The Consultant agrees that such removal of any of
its employees from this Agreement does not require the termination or demotion of any employee
by the Consultant.
(2) Consultant warrants and represents that its personnel have the proper skill,
training, background, knowledge, experienced, rights, authorizations, integrity, character and
licenses as necessary to perform the Services described herein.
(3) The Consultant shall at all times cooperate with the City Manager's
designee and coordinate its respective work efforts to most effectively and efficiently maintain the
progress in performing the Services.
(4) During the Term, Consultant shall actively market the Commercial Rights
and Naming Rights in efforts to increase revenue generation through the strategic identification,
cultivation and solicitation of sponsorship and naming rights opportunities. Consultant will apprise
City of its sales prospects and the status of any potential sales of Commercial Rights and Naming
Rights, and shall schedule bi-weekly meetings with the City to discuss its sales efforts.
20
Page 2131 of 2461
Additionally, Consultant shall deliver to City bi-weekly reports detailing sales efforts. Further,
Consultant shall provide to City an annual business plan with respect to Consultant's activities
and following services:
o Recruit, train and employ on-site sales executive to execute local and regional
commercial rights partnerships
o Dedicate Regional Vice President to oversee all sales operations
o Evaluate current assets and identify new ones that can be incorporated into
inventory/partnership packages
o Develop a rate card and go-to-market price recommendations
o Create naming rights and sponsorship management policy and organizational
processes
o Craft annual strategic business plan to maximize revenue and support
community engagement
o Implement full cycle sales process including, but not limited to: generate likely-
to-be-engaged list, prospect research, secure meetings, pitch proposals and
finalize contracts
o Participate and or host in events, promotions, client entertainment and other
activities as required
o Design and produce relevant sales materials to be used in outreach and sales
pitch efforts
o Work closely with the City of Miami Beach and staff to ensure highest levels of
contractual fulfillment
o Bi-weekly reporting as it relates to all services listed above
(c) City's Marketing Guidelines: In connection with the marketing of the Commercial
Rights and Naming Rights, Consultant agrees to comply with the Citywide Procedure Sequence
No. CO. 19.02 (Sponsorships, Donations and Advertising Procedure), as may be amended from
time to time, a copy of which is incorporated herein by reference and attached hereto as Exhibit
"A-1" ("City's Marketing Guidelines").
(d) Approval Procedure for Commercial Rights and Naming Riahts Aareements:
(1) Prior to pursuing the marketing of Commercial Rights and Naming Rights under
this Agreement, Consultant shall provide the City Manager's designee with a Marketing Proposal
for review and approval.
(2) Upon agreement by the City and Consultant as to the essential terms of the
Marketing Proposal, including a reasonable timeline for securing a sponsor or purchaser, the City
shall send Consultant a Notice to Proceed.
(3) A Notice to Proceed shall also be utilized by the City Manager's designee to initiate
a request for Commercial Rights or Naming Rights.
(4) Consultant shall be required to provide the Services requested by the City pursuant
to a Notice to Proceed.
(5) Thereafter, Consultant shall provide the City with a proposal from a sponsor or
other purchaser for review and approval by the City Manager.
(6) Upon approval by the City Manager, the proposal shall be submitted to the City
Commission for approval.
(7) Upon approval of the terms and condition of the final agreement with sponsor or
purchaser, the City will execute the Agreement.
21
Page 2132 of 2461
Consultant will appoint a Regional Vice
President to be the key account
representative who will hire an on-site
Director of Partnerships to perform the
Service described hereunder. The Director
Key Personnel and Key Contractors of Partnerships shall be an employee of
Consultant. Along with Regional Vice
President and Consultant's National Sales
Team led by Consultant's Vice President of
National Partnerships , the Director of
Partnerships, will spearhead the national
naming rights sales efforts.
2. Contract Administration& Fulfillment.
(a) Consultant, after consultation with the City, shall determine the rate at
which such Commercial Rights and Naming Rights inventory may be sold and to whom such
inventory is sold, subject, however, to ensuring that such inventory is not sold to a party in
violation of a then-existing advertising exclusivity or other Inventory Restrictions (as defined
herein). From time to time, the Commercial Rights inventory that Consultant is permitted to
market and sell may be limited by third-party use agreements or other agreements that the City
has in place at the time including, without limitation, agreements with the users of particular City
Assets or other facilities or areas ("Inventory Restrictions"). During the scheduled meetings,
Consultant will discuss with the City Manager's designee any Naming Rights or Commercial
Rights that it intends to pursue ("Marketing strategies"), which shall include any particular City
Assets which will be the subject of such Marketing Strategies. These Marketing Strategies will
be memorialized in the reports generated and presented during or in connection with these
meetings. Within thirty (30) days from the commencement of the Term, the City Manager's
designee shall provide Consultant with possible Inventory Restrictions for certain City Assets
which the City Manager's designee, in good faith, has determined may be of interest to
Consultant. Prior to moving forward with the marketing of Naming Rights or Commercial Rights,
Consultant shall submit a Marketing Proposal so that the City Manager's designee may indicate
any known Inventory Restrictions. Additionally, the City Manager's designee will make a good
faith effort to apprise Consultant of any additional general Inventory Restrictions which arise
throughout the Term; however, the City shall not be liable for any time or effort that Consultant
deems to have been unnecessary due to any inadvertent oversight of any Inventory Restriction.
(b) Any contracts for the purchase and sale of Commercial Rights or Naming
Rights, after being approved by the City, shall be entered into by the purchaser of such
Commercial Rights or Naming Rights, as the case may be, and the City. Consultant shall not be
a party to such contracts. Consultant shall assist City staff as necessary to complete the
execution of the Commercial Rights Agreements and Naming Rights Agreements, provided that
Consultant shall not be obligated to provide any legal advice in connection with the negotiation
or development of such contracts. The City hereby acknowledges and agrees that Consultant
22
Page 2133 of 2461
is not guaranteeing any level of purchase of, or the receipt of payment for, any Commercial
Rights or Naming Rights marketed by Consultant pursuant to this Agreement.
(c) The City shall be solely responsible for all invoicing to the purchaser of any
Commercial Rights or Naming Rights. The City,at its sole option and discretion, but without any
obligation, may purse the legal collection of payments which may be owed to the City under
Commercial Rights Agreements or Naming Rights Agreements. And since the City is solely.
responsible for invoicing purchasers of Commercial Rights or Naming Rights, Consultant shall
not be responsible for any such invoicing or collection efforts. The City shall provide Consultant
with a copy of all Commercial Rights Agreements and Naming Rights Agreements within three
(3) business days of execution by the counterparty to such agreements.
(d) Consultant's Services include implementation; fulfillment; communicating
sponsor's needs with the appropriate departments (i.e. signage, event planning, on-site event
execution, etc.); facilitating activation efforts surrounding sponsorships (i.e. marketing and
promotions); and maintaining strong communication with sponsor. Consultant shall actively
assist and coordinate with City staff to ensure the City's successful fulfillment, performance and
implementation of such elements, rights, advertising,sponsorships and other rights and benefits
to be provided or otherwise delivered to a licensee of a Commercial Rights Agreement or Naming
Rights Agreement.
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23
Page 2134 of 2461
EXHIBIT "A-1"
"SPONSORSHIPS, DONATIONS AND ADVERTISING PROCEDURE GUIDELINES"
. DATE ISSUED: ; Page: 1 SEQUENCE
May 2014 Of: 3 NUMBER:
CITY;11DE PROCEDURE DATE UPDATED: CO 19.02
I Decembe-2018 _ _ _ _ _
SUBJECT
SPONSORSHIPS DONATIONS, AND
ADVERTISING PROCEDURE
RESPONSIBLE DEPARTMENT:
MARKETING& COMMUNICATIONS
PURPOSE
To standa-dize proce.uFes as ft relates to placemen, of adverts n; and acceptance 3'
sponsorships ine.uding in-kind and donations.
PROCEDURE
The folow,ng constitutes the City's adm:ntst•atae procedure relating to sporsorships and
advertising on City owned property, or for products deve:oped by.for or under contract with the
C fy
All advertising, sponsorships and donations crust be vetted througr the Mareeting &
Communications Department prior to acceptance All sponsors, advertisers and donors must
yn thro„g`i an ;rternal background check to ensure they a-e a good fit to partner with the C ty.
ADVERTISING
Advertising guidelines for public rights-of-way, interiors spaces of City-owned buildings.
and city publications.
A A I adver1is•rr9 accepted for placemen: by he City. or by a cOntractor authorized by the
City to accept advec tis rig on aeria0"of Ute City rest comply with Federal, State. Miami-
Dade County.and existing City of Miami Beach laws,rules and regulations.
B. Consistent with Resolution No 2009.27142 the City or a Contractor aLtrorzed by trie
City to accept advertising on behalf of the City, shall not accept for insertion any
advertisement that fa`.s within one Or more of he following categor Rs:
1 Unlawful or ilogal goods,services or activities
2. Tobacco or tubacco•related products
3 Firearms
4 Sexual services programs or products
5. Political candidates or polihcat issues
6. Competitive products for any City of M.amr Beach ceymide erclusro sponsorship
agreement
7 Advertising for alcoholic beverages within 250 feet of any school,day care or house
of worship
b. Any sLch aid t oral category of advertising as the City may determine.as not.fied it
writing to a cortracto:authorized by the City tc place adverting on the public rights-
of-way
C. Ary such prohb ted matenal displayed or placed shall be immediately -arioved toy
contactor woe.notice from the City
D All ad'.ertis.ng transactors must be formalized with a contract
24
Page 2135 of 2461
DATE ISSUED: i Page: 2 SEQUENCE
C • f May 2014 Of:3 NUMBER:
ClTYr4iJE PROCEDURE ' DATE UPDATED: CO 1102
Decernber?u?$__ •
SUBJECT: •
SPONSORSHIPS,DONATIONS,AND
ADVERTISING PROCEDURE
•
RESPONSIBLE DEPARTMENT:
' MARKETING &COMMUNICATIONS
SPONSORSHIP,DONATION AND IN-KIND
Definitions
Sponsorship: A cash and'or in-kind fee paid to a property(typical'y er sports.arts, entertainment
or causes) in return for assess to tie exploitable commercial potent:el associated with that
property (O'lrr,!fron 1f;t4cled try fEG). Sponsorsh,rs could irclude cash purcivses, budget
relieving in-kind Sponsorships. it-kind donations.or donations
Asset:An asset is defined as ary item or benefit that couid be assigned a value and presented
and sold to a sponsor as part of their sponsorship participation in ODnjunCilon with any City of
Miami Beach event'facilit/'program Assets include a trade for products andior services with
outside organizations
•
fn-Kriiid• An in•eund contnbution is defined,as a non-monetary contricutiort of goods or services
offered free or at less that the usual charge This can be in exchange for
sponsorsniprad'vertissng rights or simpiy as a donation.
Donation: Donation is defined as a contrbutron to a public or Charitaole cause Donations are
given to meet specific needs of t'+e organization. withobt the expectation of any pcblic
recognition to the business. This can be in the form of cash products or services.
Sponsorship Valuation
Al+ City of Miami Beaott sponsnrsnips must be evaluated based on industry standard pricing.
The fair market value must be in line with investment'benefit correlation
The City of Miami Beach Marketing & Communications Department will be responsible for
approving the Asset Inventory. wit.*,assigned values- for use when selling City of Miami Beach
sponsorships,including 3'°party se.ling.
All sponsorships must be approved and accepted by the Mayor and Commission.
3'd Party Sales Representatives;Including voluntriers and conjtmittee members
When partnering with 3`'3 party sales representatives regarding sales of City of Miami Beach
sponsorships. the 3" party must adhere to the policies and procedures set forth by the City of
Miami Beach.
A list of current and in-process City of Miami Beach sponsors may be provided to the 3'''party
representative upon ieouost. When soliciting sponsorships for any City of Miami Beach
facility/progranvevent. the party representative may not act as competition to the City nor
interfere with anyone on the current and in-process list of sponsors without authorization from
City of Miami Beach Market,ng&Communications Staff
•
25
Page 2136 of 2461
DATE ISSUED: Page: 3 SEQUENCE
May 2C14 Of: 3 NUMBER:
CITY;";JDA PROCFt !.JRF DATE UPDATED: CO '9 02
December 2018
SUBJECT
SPONSORSI.1!PS, DONATIONS AND
ADVERTISING PROCEDURE
RESPONSIBLE DEPARTMENT:—
MARKE TING &COMMUN:CATIOMS
Sponsorship contract process
Ail sponsorship tra-raecoor.s rr-sl be formalized vain a contract
Orce a soonsorshio oatKaye has been agreed to Marketing &CDrntil^.cations Staff WI I drat
a contract and send it tc,the C.ty of Miami Beach Lep decar..me^t`or fo-rr.app•cval O-ce the
contract has been form approved it will then be ser•: to the Sponsor Or s.gnature Tne contract
wilt then be ser:to the City Manager for siyrature.
Once all sponsorsh.ps nave been f*ialized tie Marketing & Comm,.nicatiors Star pail draft a
resoh;t.on to Conrmission for acceptance.
Donations Solicitation and Acceptance
All donations should be docc,mented with a donation receipt. tin will be suppled by :no
AM1atiteting and Comrrunidat.ons Departriert and approved by the Finance Department and
shall be subiect to C.1),CCrrn:SS+or acceptance
Ad donations must be approved t the City Commisson vra Resclt:tion and tle donor must be
in good standing i; the .00mmuriity and vette: t`.roi,gh the AMarxetr^g anc Communications
Department P 'or to acceptance
Pr+ red by'
D rec'or,Mirketinc Communications
Reyewed b,. .
•
-
Ch .
,
Cteeftearri.ng andDevecopf n"t Off4cer
1 •
Approved iv /
Li-
City►�iariager pate
26
Page 2137 of 2461
EXHIBIT "B"
PROPERTIES
As authorized pursuant to Ordinance 2020-432, incorporated herein by reference and attached
hereto as Exhibit"B-1", Consultant shall be permitted to market Naming Rights for these
Properties, as follows:
Naming Rights Available
(i) Miami Beach Convention Center, 1901 Convention Center Drive; Interior and Exterior
(ii) Colony Theater, 1040 Lincoln Road; Exterior Only
(iii) 10" Street Auditorium/Welcome Center, 1001 Ocean Drive*; Interior and Exterior
(iv) Historic City Ha11,1130 Washington Avenue; Interior and Exterior
(v) 1701_Meridian Avenue; Interior and Exterior
(vi) North Beach Bandshell, 7275 Collins Avenue: Interior and Exterior
(vii) Byron Carlyle Theater, 500 71 Street: Interior and Exterior
(viii) City-owned and operated parking garages**; Exterior Only
(ix) Adaptive Recreation Center, 5601 Collins Avenue(to be
constructed)***; and
(x) 72nd Street Civic Complex, 299 72nd Street, encompassing the
Entire block bordered to the north and south by 73rd and 72nd
Streets, Collins Avenue to the east and Harding Avenue to the
west (to be constructed). Interior and Exterior
* Any Naming Rights for this Property will require the Miami-Dade's name, logo, and slogan to
appear on the facility not less than once and equal to half the number of times the most frequent
sponsor or advertiser is named, whichever is greater. Lettering used for Miami-Dade County will
be no less than 75% of the size of the largest lettering used for any sponsor or advertiser unless
waived by the Miami-Dade County Board.
** The interior of the parking garages will become available upon the expiration of the current
agreement between the City and Alchemy Miami Beach, LLC for the Implementation,
Management and Operation of City Municipal Parking Garages Advertising Services ("Alchemy
Agreement").
*** The Adaptive Recreation Center will require the approval of the Sabrina Cohen Foundation.
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27
Page 2138 of 2461
EXHIBIT "B-1"
ORDINANCE NO. 2020-432
28
Page 2139 of 2461
•
ORDINANCE NO. 2020-4324
AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AMENDING CHAPTER 82 OF THE CODE •
OF THE CITY OF MIAMI BEACH, ENTITLED "PUBLIC PROPERTY," BY
AMENDING ARTICLE VI, ENTITLED "NAMING OF PUBLIC FACILITIES
AND ESTABLISHMENT OF MONUMENTS OR MEMORIALS," BY
AMENDING SECTION 82-501 THEREOF, ENTITLED "GENERALLY," TO
PROVIDE FOR CERTAIN EXEMPTIONS FROM THE REQUIREMENTS
OF THE ORDINANCE; AND BY AMENDING SECTION 82.503 THEREOF,
ENTITLED "NAMING OF PUBLIC FACILITIES; CO-NAMING AND RE-
NAMING OF STREETS," BY AMENDING SUBSECTION (A) THEREOF,
TO EXEMPT THE NAMING OR RE-NAMING OF CERTAIN SPECIFIED
CITY-OWNED PUBLIC FACILITIES FROM THE VOTER REFERENDUM
REQUIREMENT OF SECTION 82-503(6)OF THE CITY CODE, PROVIDED
THAT SUCH NAMING OR RE-NAMING IS FOR A LIMITED TERM OF
YEARS; PROVIDING FOR REPEALER, SEVERABILITY,CODIFICATION,
AND AN EFFECTIVE DATE.
WHEREAS, the City's ordinance for the naming of public facilities, as set forth in
Section 82-503 of the City Code(the °Naming Ordinance"), includes a robust public input
process for the review and approval of the naming or re-naming of the exterior of most
City-owned public facilities, including parks; and
WHEREAS, in addition to a public hearing requirement, review by the
Neighborhoods/Community Affairs Committee, and approval by a 5/7ths vote of the City
Commission,the Naming Ordinance currently requires voter referendum approval for the
exterior naming or re-naming of most City-owned public facilities and parks; and
WHEREAS, although the City's Naming Ordinance contemplated the permanent
naming of public facilities, in perpetuity, many naming rights opportunities, particularly as
part of sponsorship deals for performance or entertainment venues, are increasingly
common for a limited term of years, and such sponsorships may yield substantial
additional revenues for the owner of the public facility; and
Page 2140 of 2461
WHEREAS, the Administration anticipates that a consultant will be engaged to
assist the City in identifying sponsorship opportunities, including naming rights, by
January or February, 2020; and
WHEREAS, the voter referendum requirement in the City's Naming Ordinance will
likely discourage many prospective naming rights sponsors, who may not consider it
worthwhile to proceed with a public referendum process for a naming rights opportunity •
for a limited term of years; and
WHEREAS, accordingly, the Mayor and City Commission desire to amend the
City's Naming Ordinance to exempt certain specified City facilities from the referendum
requirements of the City's Naming Ordinance, but only where the proposed naming or re-
)
naming is for a limited term of twenty (20)years or less, including option periods.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF.MIAMI BEACH, FLORIDA:
SECTION 1. That section 82-501 through 82-503 of Article VI of Chapter 82 of the Code
of the City of Miami Beach is hereby amended as follows:
CHAPTER 82
PUBLIC PROPERTY
* * *
ARTICLE VI. NAMING OF PUBLIC FACILITIES AND ESTABLISHMENT OF
MONUMENTS OR MEMORIALS
* * *
Sec. 82-501.Generally
(a) No public facility located in or owned by the city shall be named except in
accordance with the procedures set forth in this article.
•
2
Page 2141 of 2461
•
•
(b) No monument or memorial shall be established within the city except in
accordance with the procedures set forth in this article.
(c) • . ' : . _ _ . . : _ . • - _ e _ • - .: . e • _: _, RNo street located in
the city shall be hereafter named, renamed, or co-named, except as provided in
SI2T ':
), hereof. - _ - -- •. .= - • •; - • -
u Exemptions: Subject to the conditions set forth herein, the following city-owned
properties shall be exempt from the provisions of this article: The Bass Museum,
2100 Collins Avenue; Miami City Ballet,2200 Liberty Avenue;The Fillmore Miami
Beach at the Jackie Gleason Theater. 1700 Washington Avenue; Miami Beach
Botanical Garden, 2000 Convention Center Drive: New World Symphony (NWSI
complex. including,without limitation,the NWS building located at 50017th Street.
Soundscape Park, 400 17th Street, and the Pennsylvania Avenue Garage, 1661
Pennsylvania Avenue: and any city-owned property that is subject to a lease
having a term. including option periods. of at least fifty (50) years or more,
including. without limitation, the Miami Beach Marina and the Miami Beach
Convention Center headquarter hotel, provided, however, that the exemption for
any such city-owned property shall automatically terminate upon the earlier of the •
expiration or termination of the lease.
al The Miami City Ballet Building shall only be exempt for so long as: (i)said
building is occupied, operated and maintained by Miami City Ballet, Inc., a
not-for-profit corporation; (ii) the building is used as the principal
headquarters,administrative offices,and studio and teaching facilities of the
Miami City Ballet; and (iii) Miami City Ballet, Inc., remains in good standing
and free from defaults under that certain-its then-existing lease agreement
3
Page 2142 of 2461
for the Miami City Ballet Building between the city, as landlord, and Miami
City Ballet, Inc., as tenant(the Miami City Ballet lease). The exemption for
the Miami City Ballet building shall automatically terminate upon the earlier
of the expiration or other termination of the lease between the Miami City
Ballet, Inc. and the city.
•
fer-se-teng`a&
•
- .. .
The NWS complex leased—premises shall only be exempt from the
provisions of this article for so long as: (i)All-ef the NWS leased-prises
(including-the-NWS building and ail of the tenant improvements) remain
leased.-are pied, operated, and maintained by New World Symphony
Inc., a not-for-profit corporation; (ii) the NWS building is continuously used
as the principal headquarters, administrative offices, and performance
facilities of the NWS, and the other tenant improvements are continuously
used for their original purpose(s) under the NWS's then-existing lease with
the city; and (iii) NWS remains in good standing and free from defaults
under the NWS lea -, - - = - . . - - . • - = • -- - -
... - - - - - • and any
other agreements between the city and NWS, whether in existence as of
the effective date of this article, or as may be subsequently entered into.
The exemption for the NWS complex shall automatically terminate upon the
earlier of the expiration or other termination of the lease between the New •
World Symphony, Inc. and the city.;-and
al Notwithstanding the exemption provided herein for the NWS complex, any
name(s) proposed for all or any portion of the NWS complex leased
premises-shall be subject to the following conditions:
(i) All names shall be subject to the prior written consent of the city, `
which shall not be unreasonably withheld, conditioned or delayed;
(ii) No name shall be permitted which includes the name of any
company selling the following types of products: guns, tobacco, or
sexual products;
(iii) There shall be no naming after an individual who has been convicted
of a felony;
4
Page 2143 of 2461
(iv) No name shall be permitted to remain beyond term of the NWS lease
agreement, unless expressly approved by city; and •
'(v) Notwithstanding conditions (i) through (iv) above, NWS shall be
entitled'to keep naming rights revenues; provided it dedicates and '
utilizes such revenues exclusively, for the maintenance,
management, and/or operation of the NWS building and/or tenant
improvements;
4) The Miami Beach Botanical Garden shall only be exempt from the
provisions of this article for as long as:(i)the Miami Beach Botanical Garden
is occupied, operated and maintained by the Miami Beach Garden
Conservancy, a not-for-profit corporation; (ii) the Miami Beach Botanical '
Garden remains free and open to the general public; and (iii) the Miami •
Beach Garden Conservancy remains in good standing and free from
defaults under that--certain its then-existing management agreement
between the city and the Miami Beach Garden Conservancy ated-July1,
2007. The exemption for the Miami Beach Garden Conservancy shall
• automatically terminate upon the earlier of the expiration or termination of ;
the then-existing aferestated management agreement between the city and
the Miami Beach Garden Conservancy.
•
Sec. 82-502. Definitions.
The following words, terms and phrases, when used in this article, shall have the
meanings ascribed to them in this section, except where the context clearly indicates a
different meaning:
•
Committee means the neiahltrhQod and quality of life committee (NQ4.C) •
. .. -
Ne42803-26446, or any other such committee designated by the city commission to
review and recommend names for public facilities and the co-naming of streets, and
approve the establishment of monuments or memorials to be located within or owned by
the city.
•
. 5 •
Page 2144 of 2461
Memorial means a site, art work or structure created to preserve the memory of a
significant event(s)or person(s).
Monument means a bust, sculpture, or similar structure, erected in honor of a
significant event(s) or person(s).
Public facility means any public building or park owned by the city.
Skeet means that area of a public right-of-way improved, designed, and ordinarily
used for vehicular traffic and/or parking including, without limitation, avenues, roads,
drives, lanes,boulevards,courts,and alleys. For purposes of this article, streets shall only
be intended to include city-owned streets, and not state- or county-owned and/or
controlled streets.
•
Sec. 82-503. Naming of public facilities; co-naming and renaming of streets.
(a) Naming of an exterior portion of a public facility (including naming of a park).
Whenever a name is needed for a new public facility, or whenever there is a
request to rename an existing public facility, within or owned by the city, the
naming, or renaming, shall first be considered and reviewed by the committee
according to the following procedures:
(1) Any person, organization, association, corporation or other entity, including
a member of the city commission or the administration of the city, may
propose a name for a new public facility, or may propose renaming an
existing public facility, at any time by submitting the proposed name in
writing (the proposal)to the committee.
(2) Within a reasonable time after receipt of the proposal, the committee shall
meet to consider and review the naming, or renaming, of the public facility} .
incl •'n• wi • 1 Dm' . '• = u. __i_nd other teui and •nditions
rela#igjo the naming proposal,and the proposed uses for the funds to be
generated thereby.if any. Notice of the meeting shall be given to all persons
who proposed the name, or rename, for the public facility.
(3) After reviewing the proposal, the committee shall transmit its
recommendation to the city commission regarding the proposal.
(4) Within a reasonable time after receiving the recommendation from the
committee on the proposal ,the city commission
shall call a public hearing.
(5) Notice of the public hearing regarding the naming or renaming of the public
facility, shall be published at least ten S10) days prior to the hearing in a
newspaper of general circulation in the city.
6
Page 2145 of 2461
(6) Except as provided in subsection (8), Any any proposed naming, or
renaming, of a_public facility approved by the city commission must be
approved by a 5/7ths vote, and must also be submitted to the electorate of
the city by referendum at the next regularly scheduled election. The name
shall be approved by a majority of the electorate voting in the referendum.
(7) _ ' • _ _ : _ _ . . • _ _- _ - :Public facilities shall
not be named,or renamed,for living persons, unless such persons are over
100 years of age; or, for living persons under 100 years of age, unless the
naming or renaming is (i) approved by a majority of the members of the
committee; (ii) approved by the city commission by a 5/7 the vote; and (iii)
submitted to the electorate of the city by referendum at the next regularly
scheduled election and approved by a majority of the electorate voting in
such referendum. - - - , • • - - - - - - . - - • 2 •- -•• -
'
(8) -14304,
' _ - - - • . .• - _ •_ '-'s • _ - _ •, The referendum
requirements of this section shall not apply to (i)whore a public facility that
is to be named or renamed solely for the name of the city, the geographic
area or physical location of the facility and/or the street or portion of the
street where the facility is located, the function of the facility, or the current
name of the facility; and (ii) the following public facilities, provided that the
proposed naming or re-naming is for a term.of twenty (20) years or less,
including option periods:
Miami Beach Convention Center, 1901 Convention Center Drive;
ii Colony Theater, 1040 Lincoln Road;
iii 10th Street Auditorium/Welcome Center, 1001 Ocean Drive;
Lill Historic City Hall, 1130 Washington Avenue;
( 1701 Meridian Avenue;
vi North Beach Bandshell, 7275 Collins Avenue;
vii Byron Carlyle Theater, 500 71 Street;
(viii) City-owned and operated parking garages;
ix Adaptive Recreation Center, 5601 Collins Avenue (to be
• constructed); and
(LI( Street Civic Complex.263-299 72nd Street(to be constructed). •
SECTION 2. REPEALER.
All ordinances or parts of ordinances in conflict herewith be and the same are
hereby repealed.
•
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SECTION 3. SEVERABILITY.
If any section, subsection, clause or provision of this Ordinance is held invalid, the
remainder shall not be affected by such invalidity.
SECTION 4. CODIFICATION.
It is the intention of the Mayor and City Commission of the City of Miami Beach,
and it is hereby ordained that the provisions of this ordinance shall become and be made
part of the Miami Beach City Code. The sections of this ordinance may be renumbered
or relettered to accomplish such intention, and the word "ordinance" may be changed to
"section," "article,"or other appropriate word.
SECTION 5. EFFECTIVE DATE.
This Ordinance shall take effect on the as day of7ankary , 2019.
PASSED AND ADOPTED this '5 day of aoluctry , 2019.
ATTEST:
DI Dan elber, Mayor
27/ 3i
Rafael E. Gran do, City Clerk
Underline denotes additions
. Steikethretigh denotes deletions
COViDiCalikegifetigh denotes deletions at Second Reading
Qouble_Underline denotes additions at Second Reading
(Sponsored by Commissioner Mark Samuelian) APPROVED AS TO
FORM&LANGUAGE
. &FOR EXECUTION
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City Attorney t Data
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Page 2147 of 2461
PROPOSAL DOCUMENTS
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