2010-27384 Reso. i ~
- ! 2010-27384 ,!
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE SUBSTANTIVE TERMS OF
- ~ A PROPOSED LEASE AGREEMENT WITH DESIGN. MIAMI TO HOLD THE
. DECEMBER DESIGN. MIAMI SHOW 1N THE PREFERRED PARKING LOT,
°~ ~ FOR, SPECIFIC -DATES IN 2011; 20.12; AND 2013.;. ALL. AS MORE
SPECIFICALLY SET FORTH IN THAT CERTAIN TERM. SHEET ATTACHED
AS EXHIBIT "A" TO THIS RESOLUTION; FURTHER AUTHORIZING THE
CITY MANAGER TO NEGOTIATE THE FINAL LEASE AGREEMENT WITH
DESIGN 'MIAMI AND, LF SUCCESSFUL, APPROVING AND AUTHORIZING -
THE CITY MANAGER AND CITY CLERK TO EXECUTE THE AGREEMENT,
SUBJECT TO AND CONTINGENT UPON THE FOLLOWING CONDITIONS:
1) THE FINAL VERSION OF THE LEASE SHALL BE SUBJECT TO REVIEW
AND SIGN OfF BY TH'E CITY MANAGER AND SUBJ'EiCT TO FORM
APPROVAL BY THE CITY ATTORNEY; AND 2) 1N THE EVENT THAT THE
CITY AND DESIGN MIAMI DEEM: IT NECESSARY TO INCLUDE ANY NEW .
SUBSTANTIVE TERMS (WHICH ARE NOT CONTAINED IN THE ATTACHED
. TERM SHEET), THEN,- PRIOR TO FINALIZING THE LEASE, THE CITY
MANAGER SHALL BE REQUIRED TO :REPORT SAME TO THE CITY
COMMLSS10N.
WHEREAS, .Design. Miarni wishes to lease the Preferred Parking Lot, located
between ~ Convention Center Drive and Meridian Avenue, and 18t ~ and 19t" streets., for
the purpose of producing the Design Miami show in conjunction with Art Basel Miami
Beach; and
WHf R'EAS,~ the Preferred Parking Lot was identified as -the -most compatible
space.,.. as it provides for synergy between Design Miami and Art Basel Miarni Beach;
. and
WHEREAS, the additional parking at the ,new City Hall garage,.. and the
anticipated opening of the New World Symphony garage, provides alternative parking
. ~ ,for the spaces displaced by Design Miami; and
WHEREAS, Design Miami intends to enter into a Lease Agreement with the City
for use of the Preferred Parking Lot from October 18 -December 23, 2010, as well as
for. similar dates in 2011 and 201.2; and
. _ WHEREAS, the Administration and Design .Miami have negotiated the attached
Term Sheet (Exhibit "A"); and
WHEREAS, .th.e parties . will . negotiate a final .Lease, subject to .review .and
- ~ approval by. the City Manager and City Attorney.
NOW, THEREFORE, BE Ifi DULY RESOLVED BY TH'E -CITY COMMISSION
OF THE CITY ®F MIAMI BEACH, FLORLDA that the Mayor a ~ d City Commission,
hereby approve the substantive terms. of a proposed .lease agreement with Design Miami to
hold the December Design Miami show in the Preferred Parking Lot; for specific dates in 2011;
,2012; and 2013; all as more specifically set forth in that certain Term Sheet attached as Exhibit
. A to this Resolution; further authorizing the City Manager . to negotiate the final lease
agreement with Design 'Miami and, if successful, approving and authorizing the City Manager
.and City Clerk to execute. the agreement, subject . to and contingent upon the following
conditions: 1) the final version of the lease shall- be subject to review and sign off by the City
Manager. and subject to form approval by the City Attorney; and 2) in the event that"the City
and Design. Miami deem it necessary to include any new substantive terms (which. are not
contained in the attached Term Sheet),. then,. prior to finalizing the lease, the City Manager shall
ybe required to report same to the City Commission.
PASSED AND ADOPTED this ~a~- day of ~ , 2010
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ATTEST:
~G~
CITY CLERK-
- J MG/J GG/Sf
T:\AGENDA\20;10\May 12\Consent\DM P LOT LEASE Reso.doc
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City Attorney ~- Date
COMMISSION ITEM SUMMARY
Condensed Title: ~ . ~ .
A. Resolution approving the substantive terms of a parking lease agreement.with .Design Miami for -the
_- Preferred Parking Lot;' and~services to be provided by the Gity's Parking Department, -for specific dates in
O November and December 2011; 2012.; and 2013, as set forth in that certain Term Sheet attached
as E bhibit "A" to this Resolution; further authorizing the City Manager to negotiate the.final agreement with
the~Design Miami and, if successful., approving and authorizing. the Mayor and City Clerk to execute the
' . ~ ~ agreement, subject to and contingent .upon the following conditions; 1) the final version of the
'new agreement shall be subject to review and sign off by~tlie City Manager and subject to form approval by
LL ~ a the City Attorney; and 2.) in the event that the City and Design Miami deem it~ necessary to inclade any new
. - ~ substantive terms. (which are -knot contained in. the' attached .term sheet), then, prior to finalizing the
a reenierit, the Cit ~ Mana er shall be re uired to re ort same to the C~it Commission. .
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Ke Intended Outcome-Su orted ~ .~~
' - . ~. = ~~Maximize Miami Beach~as a Destination Brand ~ r~
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. ~ - ` ~ Su ~ o"rtin Data Surve s, :Environmental Scan, etc.: 74% of residents and 72% of businesses rate
PP. 9`_. ~ Y ).
the avaifabilityof parking acrossthe~~City as too Little or mu h too Little. Availability of parkingwas one of
the chap es residents identified to Make Miami Beach befer to live, work or ,la
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Issuer
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` ~ Whether -to a rove;a arking .agreement lease with DesignMiami for the Preferred Parking Lot and
related services fors ecific dates in`October, November and December-2011 2012, and 2013? .
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Item Summa /Recommendation:
~: ~ Design Miami is a marketplace for limited=edition design from the most reputable international design
galleries who present curated' exhibitions of museum-quality furniture, iighting and objects d'art. Tliey
t attract the highest level,of private and public collectors of historical-and contemporary design; much like Art
Basel, Miami Beach does with modern and contemporary vyorks of art.
. ~ ~ Design Miami produces two shows each year:, Design Miami/Basel inJune and Design Miami/ in
December. The December show has been produced in the Design District since 200.5 and the June show
. ~ in Basel since. 2006. The City Administration recently began conversationsiwith, Design Miami about
- potentially moving their annual Miami show to Miami Beach: The two: parties were able to quickly agree to
~° term's-for use of fhe Preferred Parking Lot, which provides Qesign Miami with sufficient space to construct
. a temporary exhibition structure to host the show.
" Sinee April 1;993:; the City of Miami .Beach has entered into° a Lease ,Agreement with NMMA (National
Marine Manufacturers Association} for the NMMA~ Miami International Boat Show, for the rental of the
Preferred Parking Lot as extended. exhibit space from the Miami Beach Convention Center. Similarly, the
City has negotiated substantive terms ofia Lease Agreement-with Design Miami for use of the Preferred
{
Parking Lot The rental. rate for the Premises. shall be $49',500 in 2010; $61,875 in 2011; and $74,250 in
2012, ineludin a licable sales tax; er ear.'
Adviso Board Recornrnendation:
N/A .
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Financial information:
Source of - a ;: ` . Amount ' . ~ . - 'Account _ Approved
" Funds: ~ . ... "
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- . Financial Impact Summary:. _ y
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City of-Miami. Beach; }700 Convention Center Drive, Miami Beach, Florida.33139, vvvvw.miamibeachfLgov
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. ~ . COMMISSIONS MEMORANDUM
. ~~ TO: ~ .. .Mayor,Matti H: Bower and Members of the City Commission
:~ ~ FROM:.,.. Jorge M: Gonzalez,. City Manager
DATE.: May 12, 2010 ~ ~. , . .
~~~ ~~SUB~ECT: ~A~RfSOLUTION OF THE MAYOR AND CITY COMMISSION O~F THE .CITY OF .MIAMI .
' BEACH, FLORLDA, APPROVING THE SUBSTANTIVE TERMS.OkF A PARKING .LEASE
.., .
AGREEMENT .WITH DESIGN MIAMI FOR THE PREFERRED PARKING LOT; AND
SERVICES TO BE PROVFDED ~ BY TH'E CITY'S PARKING DEPARTMENT, .FOR
``.SPECIFIC DATES IN OCTOBER, NOVEMBER AND DECEMBER 2011; .2012; AND
2013, AS SET fORTH~ IN THAT CERTAIN.TERM SHEET ATTACHEDAS EXHIBIT "A"
TO THIS .RESOLUTION; FURTHER AUTHORIZING THE CITY MANAGER TO
NEGOTIATE .THE FINAL AGREEMENT WITH THE DESIGN ~ MIAMI AND, F IF
.. SUCCESSFUL, APPROVING AND AUTHORIZINGTHE MAYOR AND CITY CLERK TO
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EXECUTE TH'E AGREEMENT, SUBJECT TO AND CONTINGENT UPON. THE
FOLLOWING CONDITIONS: '1) THE 'FINAL VERSION OF TH'E~ NEW AGREEMENT .
_ SHALL BE SUBJECT °TO REVIEW AND SIGN OFF BY THE C1TY MANAGER AND
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SUBJECT TO .FORM APPROVAL BY THE CITY ATTORNEY; AND 2) fN THE EVENT
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. THAT TH'E CITY AND DESIGN'MIAMI DEEM IT NECESSARY TO.INCLUDE ANY NEW
SUBSTANTIVE TERMS (WHICH ARE NOT CONTAINED ,IN THE ATTACHED TERM
. ;~ ~.
SHEET), THEN, PRIOR TO f1NALIZING .THE AGREEMENT, THE CITY MANAGER
~. ~. .SHALL BE REQUIRED TO REPORT SAME TQ THE CITY COMMISSION.
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.ADMINISTRATION RECOMMENDATION:
Adopt the Resolution. _ .
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~. $ACKGROUND:
Design Miami' is a marketplace for limited-edition design from the most reputable international design -
alleries`w
g _ ho present curated exhibitions of museum-quality furniture, lighting and objects d'art.. It attracts
"the highest level of private and public collectors of historical-.and. contemporary design, much Tike Art Basel
~. Miami Beach does with modern and contemporary works of art. Participating galleries deaf mainly in
- exceptional design.objects from the advent of Modernism(circa 1900) to presentday, with select galleries
specializing in 18'h and 19th century antiques. ..
Design"Miami produces two shows.each year: Design Miami/Basel in June grid Design Miami/ in December.
The December show has been produced in the Design District since 2005 and the June show in Basel since .
. 2006.. -Craig Robins is a Principal of the fairs, which- are_ organized inpartnership with MCH Swiss.
- Exhibition,~the producers of Art .Basel and Art Basel Miami Beach. ~ '
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= ;The City Administration recently began conversations with Design Miami about potentially moving their
.° annual Miami show. to Miami Beach. The two parties were. able to quicklyiagree to terms for use of the
Preferred Parking :Lot, which provides Design Miami with sufficient pace to construct a temporary exhibition
+ structure to host the show: This arrangement was discussed with Art .Basel Miami Beach, who is supportive
. of having~the-show in the City.
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Design Miami Parking Lease Agreement
'.: .. May 12,: 2010
Page 2 of 3 ~ ,. , ,
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. While potential' locations were~discussed, the Preferred Parking Lot was identified as the most compatible
. ~ space, and ~ it was agreed by all parties that:it provides for opportunities for synergy between these two
prominent .,fairs. The addition of parking at the new City Hall garage, and the anticipated opening of the
=Gehry garage before theyfairs, provides alternative parking for the s aces a ` roximatel 220 dis laced b
Design Miami.
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'ANALYSIS: .
. ..: ~~ Since April 1:993, the C'ity~of Miami Beach has entered into a Lease Agreement with NMMA (National Marine
.Manufacturers Association) for the NM'MA Miami International.Boat Show,`.for the rental of the Preferred
Parking Lot as extended exhibit space from -the Miami :Beach Convention Center. Similarly, the City has
negotiated substantive terms of a Lease Agreement with Design Miami #or use of the Preferred. Parking Lot
for exhibitions ace; passen er loadin s ~ ace for valet ram rn .forthe Ci '$ contracted valet o erator, and
p g. g, P .. P~ 9 ty P
additional storage. `The following. details the more pertnenttermstkat have been agreed to:
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:Term: ~ :. , .
Three (3) years commencing... on the~execution date of the Lease Agreement; and ending=on December 31,
. 2012. Design Miami. is to give written notice~to the City by February 1St of 2011 and 2012 of any change to
. 1
the. dates. ~ ~ ,.
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. ~ 201 O dates are: ' ~ October 18 -November 29 Move=in
November 30 -December` 5 Show Days
. ~ .December 6 -December 23 ~ Move'-out
20.11. tentative. dates are: ' October 17 -November 28 Move-in
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.. .. - ~ November 29 -December 4 Show Days
_ December 5 =December 22 ~ ~ Move-out
{. 2012 tentative dates are: October 22 -December 3` Move-in
December 4 -December 9 Show Days
- ~ ~ _ ~ December 10 = December 21 ~ Move-out
r Rental Rate:
`. The renfal rate for the Premises is proposed at $49,.500 in _2010; $61',875 i"n 2011; and $74,250 in 2012.,
. , including_applicable sales tax, per year. in an,effort to encourage the move;to Miami Beach, and assist in
- offsetting initial costs asspciated with a move.,. this rate is based ~ on a "per space" flat rate of $15.:00,
calculated by.a turnover rate per day, and multiplied by the number of days the spaces could have been
used, depending on Exhibit Hall use during the rental period'.. The City negotiated a rental structure with
Design Miami that is phased in over,three years .before reachingthe optimalturnoverrat~ per space of 1.5
times. This is similarfo the previous parking lease agreement the City,had with NMMA for the Boat Show
°~where it was also phased in over~se~eral~years..Use of additional space(s) rn'ust be mutually agreed upon
;byboth parties and rentalrates for any agreed upon- additional space(s) will', be~ determined by the formula
`.j~
outlined-below. If the City Commission amends the parking .rates during the term of this,lease, the.City has
`' the ability to renegotiate the Rental Rate with Design Miami, not to exceed a 10% :increase in any given
year. The following is an itemized. fisting of the rental fees per year: ~~ -
. ~ - ~ ~ ~ 'Renta12010
Event p,arking_ra#e~of.$15 per day during Events and 1/4 of lot used'
f Rental.Rate
o
. Event Days pfspace p/day # of spaces Total
.. 15 .. _` $15:00.. 220 .. ~ _ $ .:49, 500:.00
.. , _ ~ ~~ - Rental 2011: `.
.Event par-k'ing rate of $18.75 (1.25% turnover) per day during Events•and
1 /4 of lot .used.
# of Event Days Rental Rate # of spaces Total
~
p/space p/day .
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15 $18.75 220 $ 61; 875.00
Event parking rate of $22.5p/day (1.5% turnover) per day during Events
and 1 /4 of fot used.
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.- 15 $22.50 22:0 $ 74,250.00
At no time during the Term of he lease wil'I Design Miami be permitted to use more tha 300 parking spaces
in the Preferred Parking Lot, unnless mutually agreed .upon.-
. Protection Clause: ~ -
- The Lease includes a clause prohibiting the City from. teasing the Preferred Parking Lotto third parties for
. ;any furniture design show, for thirty (30) days immediately prior to, and the thirty .(30) days after the Design .
.. Miami dates..
Default and Termination: .
The City may default `Design. Miami if any of the following. occur:
- ~. a, if Design Miami abandons or vacates the Premises during any of the dates provided fore its
_ + ~ ~ use of the Premises'hereunder, other than as consistent with moving in or out;
b. ff Design. Miami fails to timely pay any of the rental amounts, as set forth in this Agreement;
. c. ~ . If Design Miami fails to discharge orbond off any lien filed on the Premises, within ten (10)
days of written notice from City to Design Miami; or
d. If Design Miami fails to perform ,in accordance with any of the other terms and conditions
. herein contained and such default is not cured. within ten (10) days after written notice.
The Lease Agreement also includes a ninety (90) day exploratory period for Design .Miami from the date of
execution of the Lease Agreement to further research associated costs with the production of the show. If
'Design Miami does not notify~the City within the ninety (90) day exploratory period of its, desire to terminate
the Lease Agreement; all terms and conditions of the Agreement will be in full effect.
There is an exit clause after the first year (2010) where Design Miami has sixty,(60) days from the close of
- ~ > the 201 Q show to notice the City if ~it plans to. produce the 2011 show in Miami Beach on the Preferred
. ` _. Parking Lot. If Design Miami chooses to terminate after those sixty (60) days,. twenty-five .percent {25%) of
the annual rental fee will be assessed as Liquidated Damages.
Convention Center Expansion:.
~~ -. ~ It is-important to note that in light of the discussions regarding the Miami- Beach Convention Center
expansion, the Agreement includes language providing for a six (6) months notice to Design Miami prior to
any construction/capital improvements to the Preferred. Parking Lot and/or its vicinity. The City will use best
efforts. to notice Desig Miami with a one (1) year notice.
-Public Benefits::. _- - - .
Design Miami has graciously agreed to .provide residents of the City with at .least fifteen percent (15%)
discount on the purchase of individual day passes. The City will assist Design Miami with avenues to
_ promote the offer to~our residents (i.e. City website and newsletters).
CONCLUSION:
` The Administration recommends adopting the attached Resolution which approves substantive terms of a
Parking Lease Agreement between the City and Design Miami for use of the Preferred Parking Lot for the
-. Design Miami fair. , ~ -
JMG/HMF/MAS -
~T`WGENDA~2010\May 12\Consent\DM P LOT LEASE;MEMO.doc ~ .
- ~ PRELIMLNARY TERM SHEET
Lease Agreement between the City of Miami Beach and, Design Miami,
Date: °May 3; 2010
TERN9S
1. Term ~ .
Three (3) years commencing on execution
date of the Lease
Agreement,- and ending on December 31, 2012.
2010
- October 18 -November 29 Move-in
. November 30 -December 5 ~ Show Days
December 6 -December 23 Move-out
2011 tentative dates are:
October 17 -November 28 Move-in
. November 29 -December 4 Show Days
December 5 -December 22 Move-out
Design Miami to-give written. notice to the. City by February 1, 2011 of
any change to the dates;
. 2012 tentative dates are:
October 22 -December 3 Move-in
December 4 - .December 9 Show Days
December 10 -December 21 Move-out
Design, Miami to give written notice to the City by .February 1, 2012 of
any change to the dates;
2. Rental Fee Rental 2010
- ~ Event narking rate of $15 ner day durino .Events* and 1 /4 of Int i ~~Pri.
Rental 2011
Event parking. rate_of $18:75 (1:25% turnover) per day during
Events* and 1 /4 of Int risPd
of Event Da s Rental Rate of s aces otal
/s ace /da
15 ~ $15.00 220 $ 49, 500.00
$ 49,500.00
of Event Da s Rental Rate of s aces Total
/s ace /da
15 $18.75 220 ~ $ 61,875.00
$ 61,875.00
Rental'. 2012
- Event parking rate of $22.5p/day (1.5% turnover) per day during
Events* and 1/4 of lot used.
of Event Da s Rental_Rate of s aces Total
/s ace /da
TERMS
15 $22.50 ~ ~ 220 $ 74,250.00
$ 74,250.00
*Event days includes 10 additional days for loss of Auto Show parking
revenue .
If the City Commission amends the parking rates, the City has the
ability to renegotiate Rental Rate with Design Miami, not to exceed
10% in any given year. -
Rental payment for 2010 will be made as follows:
• 50% on October 18, 2010
• balance (50%} rental payment November 30, 2010
Rental payment for 2011 will be made as follows.:.
• 50% on October 17, 2011
• .balance (50%) rental payment November 29, 2011
Rental payment for 2010 will be made as follows.:
• 50% on October 22, 2012'
. ~ ~ balance (50%) rents( payment December 4, 2012
3. Premises a) . Preferred Parking Lot (220 parking spacesZ Located between
Convention Center Drive and Meridian Avenue, and 18th Street
and 1.9th Streets.
b) Design Miami shall have the right to use additional spaces at
rental rates determined by use of formula in Section 2 herein. At
no time shall the total number of parking spaces exceed 300
spaces unless mutually agreed upon.
4. Use Design Miami shall have the right to use the Premises as exhibit
space; passenger loading zones, space for valet ramping for City's
contracted valet operator, and additional storage: Design Miami shalt
. have the right to install fencing at the perimeter of the Premises,
subject. to its compliance with all City and Miami-Dade County
permitting requirements. Design Miami shall also have the right to
install. tents and other equipment necessary to operate Design Miami,
~~ subject to its compliance with all -City-,and Miami-DadeCounty
permitting requirements. All installations and improvements shall be
further subject to the current and applicable building codes and shall
also' comply with all applicable City,. County, State and Federal Laws.
-~ City agrees to provide, and Design Miami hereby accepts, the
Premises in their " as is".condition, and Design Miami agrees to return
said Premises, including restoring all asphalt and other surfaces
affected by its operations, to their condition prior to the move in of
.Design Miami, for each Design Miami provided in the Term herein.
5. Protection Clause The City agrees that for the Term of this Agreement, it will not lease
the. Preferred Parking Lot to third parties to hold a furniture design
show, for thirty (30) days immediately prior to, and. the thirty (30) days
after the Design Miami dates. The Protection Clause would not,
however, rohibit a Convention Center show/event,. which is either a
2
TERMS
furniture design show or has a furniture design component, from using
the Preferred Parkin Lot for load-in, sta in ,and load-out.
6. Responsibility for Clean- Design Miami shall be solely responsible- for. the necessary
Up of Public Areas ,housekeeping services to properly maintain the Premises in a neat
and orderly manner. It shall be the sole responsibility of the .Design
Miami to maintain the cleanliness of the Premises on a daily basis..
Design. Miami shall be responsible for the removal of trash, rubbish
and garbage and; if required by the City, Design Miami shall provide,
at its own expense, trash receptacles throughout the Premises, in an
amount sufficient to maintain the cleanliness of the area. Design
Miami shall instruct and, monitor its employees to assure that trash,
rubbish and garbage are immediately picked. up on the Premises.
7. -Services to be Provided
It shall be .the responsibility of the City's Parking Department to
by the City's Parking remove all signs., as needed. to accommodate Design Miami.
. De artment
8: City's Proposed In the event that the City closes all, or a portion of, the Premises due
Improvements to a capital improvements project, including, without limitation,
- (Convention Center expansion of the Miami Beach Convention Center and/or related
'
Master Plan). facilities, then City shall. provide. Design Miami with. written notice
of
same not/later than six (6) months prior to Design Miami's scheduled
use of the Premises, and the parties' agree that the .Lease, and the
- parties' respective obligations hereunder, shall 'be terminated without
- liability to either party. If .possible, the City will use reasonable efforts
to provide Design Miami with one (1) year notice. Design Miami
acknowledges and agrees that it shall not have any claim, demand or
cause of action of whatever kind or nature, against the City, its agents,
servant, and employees including, without limitation, claims for
. interference in business or damages for interruption of the operation
of the Design Miami, due to such closure.
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9. Indemnification Design Miami shall indemnify, defend.. and save the City harmless
from and against any and all claims or causes of action (whether
groundless or otherwise) by or on behalf of any persons, firm or
corporation, for personal injury, property damage,- or other occurring
. upon the Premises occasioned in whole or in part by any of the
following:
a. an act. of omission on the part of Design
- - ~ ~ Miami or any employee, agent, ,invitee, guest,
- - assignee or subcontractor of Design .Miami;
b. any .misuse, neglect,. or unlawful use of the
'. ~ ~ Premises by Design Miami or any employee,
- agent, guest, invitee, assignee or
subcontractor of Design Miami; and/or
- ~ c. any breach, violation, or nonperformance of
any undertaking by Design Miami under this
Agreement:
Design Miami agrees to pay and shall pay for all damage to the
Premises caused by Design Miami or: any' employee, agent, guest or
invitee, assi ned or subcontractor of Desi n Miami. ~ -
10: Insurance
Design. Miami shall not commence -this Agreement, nor take
ossession of. the Premises, until all insurance re aired under this
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. TERMS
section. has been obtained and such insurance has been approved by
City's. Risk Manager. Design Miami shall maintain and carry in full
force during, the Term of this Agreement the following insurance:
1. General Liability in the amount of $1.,000,000.00. A certified
copy of Design Miami's Insurance Policy ,must be filed and
approved by the .Risk Manager prior to commencement. The
CITY of MIAMI BEACH, FLORIDA must be listed as an
Additional Insured.
2. Workers' Compensation & Employers .Liability as required
pursuant to Florida Statutes_ A certified copy of Design
Miami's 'Insurance Policy must be filed and approved by the
Risk Manager. prior to commencement
3. Automobile Insurance in the amount of $1,000,000.00. A
certified copy of Design Miami's Insurance Policy must be filed
and approved by the. Risk Manager prior to commencement.
The CITY of MIAMI BEACH, FLORIDA must be listed as an
.. Additional Insured. .
4. All-Risks
property and casualty insurance, written at a minimum
,
.. of 80% of replacement cost value and with replacement cost
endorsement, covering the non-permanent structures and floor
coverings owned by Design Miami.
5. Liquor Legal :Liability Insurance, with policy limits of $2,000,000
" ~ per occurrence, naming the City of Miami Beach, Florida, as an
additional insured, either ~ as an endorsement to its
Comprehensive General Liability-.policy or as a separate policy.
Design Miami shall .provide the City with evidence of this
insurance prior to selling or serving alcoholic beverages at or
from the Demised Premises. If Design Miami fails to obtain or to
continue this coverage; .Design Miami shall immediately
discontinue selling and serving alcoholic beverages from
the
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Premises. Design Miami may satisfy this requirement by
ensuring that a third party selling and .serving such beverages
maintains such insurance.
All insurance policies ,must be issued. by~ companies authorized to do
- business under-the laws of the State of Florida. The companies must.
be 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, Oldwck, New Jersey, or its
e uivalent, sub`ect to the a royal of the CITY's Risk Mana er.
11. Default and Termination The following actions (a) through (d) shall constitute an event of
default by Design Miarni:
a. If Design .Miami abandons or vacates the Premises
. - during any of the dates provided for its use of the
Premises hereunder, other than as consistent. with
- ~ ~ . = moving in or~out;
b. If Design Miami fails to timely pay any of the rental
amounts, as set forth in this A reement;
TERMS
c. If Design Miami fails to discharge or bond off any lien
filed on the Premises, within ten (10) days of written
notice from City to Design :Miami; or
` d. If Design Miami fails to perform in accordance with any
of the other terms and conditions herein contained and.
- such default is not cured within ten (10) days after
written notice.
In the event of default by Design Miami, and such default is not cured
within two. (2) days after written notice to Design Miami (except that in
. the case of a default under (c) and (d) no additional .notice shall be
required), the City may terminate this Agreement without further notice
to Design Miami. Design Miami shall. .immediately surrender
possession of the Premises, as well as, removing any personal
property and equipment from. same. Any personal property and
equipment not so removed shall be removed and stored by the City at
the expense of Design Miami. Additionally, in the event of a
termination. hereunder, the City :may ..also pursue any and' all legal
remedies available to seek-redress for such default.
~ City grants Design Miami a ninety (90) day.exploratory period from the
.
~ date of execution of the Lease Agreement- to further research
associated costs to produce Design Miami on the Premises. If Design
Miami does not notify the City within -the ninety. (90) day exploratory
- period of its desire to terminate the Lease Agreement, all terms and
conditions of the Agreement will be in full effect.
Design. Miami must notice the City within sixty (60) days of the close
of any Design Miami show of its' desire to terminate the Lease
Agreement. Subsequently, twenty-five-.percent (25%) of the .annual
rental fee for the next. succeeding show as described herein will be
` assessed as Liquidated .Damages.
12. Bankruptcy and ~ ~ If Design Miami is adjudicated bankrupt or makes an assignment for-
Insolvency the .benefits of creditors, the City. shall ..have the right to immediately
terminate this Agreement and re-enter the Premises without notice or
demand.
13. Permits-and Licenses ~ Design Miami shall be solely responsible for obtaining and ,paying for
any and all permits and licenses necessary for its use of and
operations on the Premises_
14. Sublease and ~ Design Miami shall not sublease the Premises or any .part thereof, nor
Assignment assign this Agreement, without obtaining City's prior written approval,
which.a royal ma be
pp y given, if at all, at the City's sole and absolute
discretion. Nothing herein shall prohibit Design Miami's assignment of
use rights to various exhibitors, sponsors and concessions.
15. Limitation of LiabiFity Cit desires to enter into this A reement onl if in doin so the Cit
y g y g y
can place a limit on the City s liability .for cause of action for money
damages due to an alleged. breach ,by the City of this Agreement, so
than the liability for any such breach never exceeds the sum of
$10,000. Design Miami hereby expresses its willingness to enter into
this A reement with Desi n Miami's recover from the Cit for. an
5
TERMS
. damage .action for breach of contract. to be Limited to a maximum
amount of $10,000. Accordingly, and notwithstanding any other term
or condition of this Agreement, Design Miami hereby agrees that the
City shat( not be liable to Design Miami for damages in an amount in
excess of $10,000, for any action of claim for breach of contract
arising out of the performance or nonperformance of any obligations
imposed upon the City by this Agreement. Nothing contained in this
. paragraph or elsewhere in this Agreement is in any way intended to
be a waiver of the limitation placed upon the City liability as set forth in
Florida Statutes, Section 768.28. .
- ~
16. Security Deposit Following. execution of this ..Lease by the parties hereto, and in no
event later than sixty (60) days prior to the Move-in Date, Design
Miami shall pay to City the Sum of. Five Thousand Dollars ($5,000), as
security for the faithful performance by Design Miami of the terms,
conditions and covenants of this Lease. In the event of Design
' Miami's default of a term,. condition and/or covenant of this Lease, the
City shall be entitled to retain such Security Deposit as liquidated
damages. In the event that Design Miami shall fully comply with all of
the terms, conditions, and covenants of thin Lease, the Security
Deposit shall be returned to Design Miami, without interest, at the end
of the Term.
17. City's Right of Entry The City, or its authorized agent or agents, shall have the right, but
not the obli ation, to enter u on all' or an
g p y part of the .Premises at all
reasonable times for the purpose of inspecting same, .preventing
waste, making such. repairs as the City may consider necessary, and
for the purpose of preventing fire, and/or addressing other life safety
issues. However, the City agrees that, whenever reasonably possible,
. the City shall provide notice to Design Miami, unless the need'. to
.enter. the Premises is an emergency; as deemed by the City, at its
sole discretion, which if not immediately addressed could cause
property damage, loss ~ of life or limb, or other injury to persons.
Nothing herein shall imply any duty on the .part. of the City to do any
work that under ariy provisions of this Agreement Design Miami may
be required' to perform, and the performance thereof by the -City shall
not constitute a waiver of the Design Miami's default..
18. Force Majeure. No party will be liable or responsible to the other party for any delay,
damage, loss., failure,. or inability to .perform caused by "force
majeure" if notice is provided to the other .party within ten {10) days of
the date on which such party gains actual knowledge of the event of
' "force majeure" that such party is unable to perform. The term "force:
majeure", as used in this subsection, means the following: an act of
. God, strike, war, .public rioting,. terrorism, unusual tidal activity
affecting the use of the Premises, fire, hurricane, explosions,
epidemics,. earthquakes, floods, civil disturbances,. and any other
. cause -which is not .reasonably within the control. of the party whose
performance is to be excused, and by which the exercise of due
diligence could not be reasonably prevented or overcome.
19. Sponsorship. ~ The CMB will berecognized as a sponsor of Design Miami. As such,
. the City will receive .recognition (logo in catalogue, logo in Miami
' website/ with .link to the CMB website In addition, the CMB will
TERMS
. ~ receive recognition in the Design Nfami/Basel catalogue.
20. Cornplimenfary City ~ Design Miami 'agrees to provide the City with a minimum of ten (10)
Tickets complimentary VIP passes. and an ~ additional twenty-five (25)
. complimentary day passes..
21. Resident Tickets Design Miami shall provide CMB~ residents -with at least a fifteen
percent (15%) discount on individual day passes. The. City will provide
Design Miami with avenues to promote the offer(i.e. City website and
newsletters
-
22: Special Event/Film Permit~~ As a condition to this Agreement, Design Miami must obtain. a Special
Event Permif and/or Film Permit, which includes building, structural,.
electrical permits. Issuance of such Special Event Permit. shall be
subject to and contingent upon Design Miami .meeting all the
re uirements and conditions of the Cit 's Guidelines.
23.` Mutual Acknowledgement Both parties acknowledge that use of the-Preferred Parking Lot
reduces parking inventory and the availability of public parking
#or attendees of the fair.
7
Document comparison by Workshare Compare on Friday. April 30. 2010 9:58:40 AM
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Document 1 ID file://G:/Ana/Shared Work/CE -
Data/LE/DACRA/DesignMiami/MBCC/Term Sheet.docx
Description Term Sheet
file://G:/Ana/Shared Work/CE -
Document 2 ID Data/LE/DACRA/DesignMiami/MBCC/Term Sheet-
002.docx
Description Term Sheet-002
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