Amendment 1 to Mgmt Agmt w/ Global Spectrum}~.y.y e7~t
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AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT BETWEEN THE CITY
OF MIAMI BEACH AND GLOBAL SPECTRUM FOR THE MIAMI BEACH
CONVENTION CENTER,- COLONY THEATER AND BYRON CARLYLE THEATER
1
This Amend.. nt No. 1 .to the Management Agreement, is made and entered into this
~y~day of I'i~ ~ , 2010, by and between the CITY OF MIAMI BEACH,
FLORIbA, a munici al corporation having its principal office at 1700 Convention Center
Drive, Miami Beach, Florida, 33139 (City), and GLOBAL SPECTRUM, L.P., a Delaware
limited partnership, whose current address is 3601 S. Broad Street, Philadelphia, PA 19148-
.5290 (Global).
RECITALS
WHEREAS, on September 10, 2008, the City Commission approved Resolution
No. 2008-26888 which approved an agreement between the City and Global Spectrum,
L.P. for the Management of the Miami Beach Convention Center, Colony Theater, and
Byron Carlyle Theater (the Agreement); and
WHEREAS, the Agreement was for an initial three (3) year term commencing on
October 1, 2008,, and ending on September 30, 2011, with two (2) one-year renewal
options, exercisable with ninety (90) days prior written- notice, at the sole and absolute
discretion of -the City; and
WHEREAS,. pursuant to the Agreement, Global Spectrum guaranteed a Net
Performance Improvement, which is defined as the .Required Improvement on the Fiscal
Year (FY) 08/09 'budgeted net deficit of $1,492,134, which includes both the FY08/09
,. budgeted net operating deficit and includes Executive Salaries and Benefits; and
WHEREAS, .,the Required Improvement in the executed Agreement over the net
deficit of $1,492,134 for each Contract Year in the initial term is as follows:
• FY 08/09 = $~ 500, 000
• FY 09/ 10 = $1, 000, 000 .
• FY 10/11 = $1,500,000; and
WHEREAS, the City Administration required Global to transfer the Convention
Center bank accounts from Citibank to SunTrust Bank; and
WHEREAS, the Administration recommends crediting Global $50,301.20 for
unrealized interest income as a result of the change in banking institutions; and.
WHEREAS, the amendment adjusts the.. Net Performance, Improvement by
$.50,301.20 in each year.
NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements herein contained, and other good and valuable consideration, in receipt and
adequacy of which are hereby acknowledged and intending to be legally bound, the City
and Concessionaire .hereby amend the Agreement as follows:
1. The aforestated recitals are true and correct and incorporated by
reference herein.
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. 2. Section 8.4(b)(3), of the Agreement, entitled "Letter of Credit," is
amended as follows:
3) Letter of Credit. Global shall provide an irrevocable Letter of Credit, in such
form as shall reasonably be .approved by the City Manager, in the amount of
$500,000 (the Letter of Credit or LOC), to secure the "Net Performance
Improvement;" as defined below.
A. "Net Performance Improvement" is defined as the Required
Improvement on the Fiscal Year (FY) 08/09 budgeted net deficit of
1 542.,435 $~ ,^Q~, ~ ~~, which includes both .the FY08/09
budgeted net operating deficit and includes Executive Salaries
and Benefits. .
B. Required Improvement over the net deficit of $1,542,435
Q 1 ~ °' ~ ~^ for each Contract Year is as follows:
(i) FY 08/09 = $ 500,.000. (i.e., achieve Net Operating .Loss of
$1,042,435 ~~4 or better)
(ii) FY 09/10 = $1,000,000 (i.e., achieve Net Operating Loss of
542 435 or better)
(iii) FY 10/11 = $1,500,000 (i.e., achieve a Net Operating 1?-~e#+t
Loss of 42 435 $~6 or better)
3. Section 8.4 (b) (2), of the Agreement, entitled "Messe Schweiz (M.S.)
Guarantee," is amended as follows:
2) Messe Schweiz (M.S.) Guarantee. Global shall provide a Corporate
Guarantee, on behalf of M.S., in such form as shall reasonably be approved by
the City Manager, in the amount of $275,000 (M.S. Guarantee), for the City to
- draw upon if , nofwithstanding M.S. "best efforts," as provided for in Sections
10.2(c)(3)(e)(1) and (2), M.S. fails to book and actualize shows or events (as
defined in Section 10.2(c)(3) hereof), as follows:
A. 250 000 due to. the City in event M.S. does not book
and actualize one M.S. produced/owned show or event by the
end of the ~ third Contract Year;
B. ,
~~ ior,+ h~i +~ ~~f~h~~~o nnrJ (`nn+r~+n+ Ve~+r AA ~`~h-+I~
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~orl/n~emor) chn~e~ nr o~ior~~Qri~n~}ho Term
C. $25,000 in event M.S. does not book during the initial Term one
non-M.S. produced/owned international show or event; this show
or event may be actualized at any time up to 24 months following
the end of the Terrn provided that, during such period, the
Corporate Guarantee provided by Global to secure this
obligation remains in effect, unaffected by the termination or
expiration of this Agreement;
4. No Further Modifications. Except as provided in this Amendment
No. 1, the Agreement remains unmodified and in full force and effect.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.
TTEST:
City Clerk_
GL~BAL~PECTRUM, L.P.
ATTEST:
Secretary
CITY OF M1AM1 BE CH, FLORIDA
yr
~7 ~1 day of ~~ , 2010.
V a~ 1 ~
Pr ame
•
~~ day of ,C} ~~ ~ , 2010.
T:WGENDA\2010Wpril 14\Consent\Global Amendment No. 1.doc
APPROVED AS TO
FORM & LANGUAGE
& FOR ECIJTION
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