Preferred Parking Lot Lease Agreement - Design Miami Shows/~~/~~ ~ ~-~ a alo - a 73 ~~/
PREFERRED PARKING LOT
LEASE AGREEMENT FOR "DESIGN MIAMI" SHOW
This Lease Agreement (the Lease) made this y3~ day of ~ , 2010
(Effective Date), by and between the CITY OF MIAMI BEACH, a Florida Municipal
Corporation (City or Lessor), whose address is 1700 Convention Center Drive, Miami
Beach, Florida 33139, and DESIGN MIAMI II, LLC, a Florida limited liability company
whose address is 3841 NE 2nd Avenue, Suite 400, Miami, Florida 33137 (Lessee).
WHEREAS, Lessee wishes to lease the Preferred Parking Lot, located between
Convention Center Drive and Meridian Avenue, and 18th and 19th streets, for the purpose of
producing the "Design Miami" show in conjunction with the Art Basel Miami Beach show at
the Miami Beach Convention Center (MBCC); and
WHEREAS, the Preferred Parking Lot was identified as the most compatible space,
as it provides for synergy between Lessee's event and Art Basel Miami Beach; and
WHEREAS, Lessee seeks to lease the Preferred Parking Lot for the aforestated ,
event from October 18 -December 23, 2010, as well as for similar dates in 2011, and 2012;
and '
WHEREAS, the Lessor and Lessee negotiated a Term Sheet (Exhibit "A"), which
was approved by the City Commission on May 12, 2010 (via Resolution No. 2010-27384);
accordingly, the parties have negotiated the foregoing Lease based on the substantive
terms and conditions of the Term Sheet.
NOW, THEREFORE, in consideration of the mutual covenants herein exchanged, ;
the parties agree as follows:
1) Premises. Lessee shall have the right to use the following City property for
the purpose of producing and holding the Design Miami show (the Event), which use shall
include exhibit space; passenger loading zones; space for valet ramping for City's
contracted valet operator; and additional storage:
The leased premises shall consist of an area equal to approximately 220 spaces
in the City's Preferred Parking Lot, located between Convention Center Drive and
Meridian Avenue, and 18th Street and 19th Streets, Miami Beach, Florida,
(hereinafter, the Premises). The Premises are further delineated in the sketch ,
attached as Exhibit "B" hereto.
Subject to the prior written consent of the City Manager, which consent shall not be
unreasonably withheld, Lessee may also be permitted to use additional space in the
Preferred Parking Lot, at rental rates to be determined by Lessor, based on the formula in
Section 2 hereof. If approved, any such additional space shall be deemed incorporated into
and be a part of the Premises, and shall also be subject to all of the terms and conditions of '
the Lease.
2) Term.
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
"Lessee shall give written notice to Lessor on or before February 1, 2011 of
any change to the dates; otherwise, the tentative dates set forth above shall;
be presumed to be the final dates and shall be binding on Lessee.
*''2012 tentative dates are:
October 22 -December 3 Move-in
December 4 -December 9 Show Days
December 10 -December 21 Move-out
**Lessee shall give written notice to Lessor on or before February 1, 2012 of
any change to the dates; otherwise, the tentative dates set forth above shall
be presumed to be the final dates and shall be binding on Lessee.
Following the first Event year (2010), and in the event Lessee determines that it wants to,
terminate the Lease, Lessee shall give the City written notice, within sixty (60) days from the
last move-out date (i.e. December 23, 2010), of its desire to terminate the Lease. In
consideration for being permitted to terminate the Lease in accordance with this paragraph, ;
the City shall retain twenty-five percent (25%) of the annual rental fee for the next'
succeeding show as Liquidated Damages.
Commencing upon the Effective Date of this Lease, Lessee shall be permitted a ninety (90)!
day "exploratory period" to further research associated costs to produce the Event on the,
Premises. In the event that Lessee determines during the exploratory period to not proceed ,
with the Event on the Premises, it may terminate this Lease, without cause, and without'
liability, upon written notice to the City; provided however that such notice to terminate must;
be received by the City during the exploratory period. If Lessee 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 remain in full force and effect.
3) Use. Lessee shah have the right to use the Premises for the Event, which is
a furniture design show for galleries which present curated exhibitions of museum-quality,
furniture, lighting, and objects d'art. Lessee's proposed use(s) of the Premises for the
Event shall permit exhibit space; passenger loading zones; space for valet ramping for the
City's contracted valet operator; and additional storage.
Lessee shall be permitted to install fencing at the perimeter of the Premises, subject to
complying with all City and Miami-Dade County requirements, including, without limitation, ;
permitting requirements. Lessee shall also be permitted to install tents and other equipment'
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necessary for the Event, subject to complying with all City and Miami-Dade County'
requirements including, without limitation, permitting requirements. All installations and
improvements shall be further subject to current applicable building codes, and shall comply;
with all applicable City, County, State and Federal Laws. .
City shall provide, and Lessee hereby accepts, the Premises in their "AS IS," "WHERE IS" ;
condition. At the end of each of the Event dates, as set forth in the Term in Section 2
hereof, Lessee shall return the .Premises to their original condition prior to the first move-in.
date of the Event; including, without limitation, restoring all asphalt and other surfaces to
their original (or better) condition.
Lessee shall be solely responsible for obtaining and paying for any and all permits and:
licenses as required and necessary for its use of, and operations on, the Premises.
4) Rental. Lessee agrees to pay the following rental rates (including applicable:
sales tax) for each Event year during the Term, as follows:
Rental 2010
Event parking rate of $15 per day during Event and 1/4 of
Preferred Lot used
of Event Days Rental Rate of spaces otal
p/space p/day
15 15.00 20 $ 49,500.00
$ 49,500.00
Rental 2011
Event parking rate of $18.75 (1.25% turnover) per day during
Event and 1/4 of Preferred Lot used.
of Event Days Rental Rate of spaces Total
p/space p/day
15 18.75 20 $ 61,875.00
$ 61,875.00
Rental 2012
Event parking rate of $22.5p/day (1.5% turnover) per day
during Event and 1/4 of Preferred Lot used.
of Event Days Rental Rate of spaces Total
p/space p/day
15 22.50 20 $ 74,250.00
$ 74,250.00
Rental payment for 2010 will be made as follows:
• 50% on or before October 18, 2010; and
• balance (50%) on or before November 30, 2010.
Rental payment for 2011 will be made as follows:
• 50% on or before October 17, 2011; and
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• balance (50%) on or before November 29, 2011.
Rental payment for 2010 will be made as follows:
• 50% on or before October 22, 2012; and
• balance (50%) on or before December 4, 2012.
The total rental amounts set forth above are final, are subject to amendment only on
account of (a) Lessee leasing additional parking spaces, in which event the rental therefor
shall be adjusted only to adjust the "# of spaces" in the above formula, or (b) amendment by
the City Commission as provided below in this section, and are not subject to re-
computation or other adjustment under any other circumstances.
In addition to the aforestated rental payments, if the City Commission amends the parking
rates, Lessor, at its sole option and discretion, may increase the aforestated Rental Rates,
but not to exceed 10% in any given year of the Term.
Lessee shall also be solely responsible for the payment of any and all taxes and/or
assessments including, without limitation real estate taxes, which may be levied against the
Premises as a result of Lessee's actions and operations thereon.
Rent shall be paid to the City of Miami Beach Parking Department, 1755 Meridian Avenue,
Suite 200, Miami Beach, FL, 33139.
5) Protection Clause. In consideration for Lessee's agreement to hold the
Event on the Premises, the City agrees that, for the Term of this Agreement, it will not lease
the Preferred Parking Lot to third parties for the purpose of holding a furniture design show,.
for the thirty (30) days immediately prior to, and the thirty (30) days immediately after, the
Event dates (for each year of the Term). The Protection Clause would not, however,
prohibit or preclude the City and/or the City's manager at the Convention Center, from
allowing the use of the Preferred Parking Lot for load-in, staging, and load-out of a
Convention Center show/event which is either a furniture design show, or has a furniture
design component.
6) Resaonsibility for Clean-Up of Public Areas. Lessee shall be solely
responsible for the necessary housekeeping services to properly maintain the Premises in a
neat and orderly manner. Lessee shall maintain the order and cleanliness of the Premises
on a daily basis, and shall be responsible for the removal of trash, rubbish, and garbage. If
required by the City, Lessee shall provide, at its own expense, trash receptacles throughout
the Premises in an amount sufficient to maintain the cleanliness of the area. Lessee shall
also instruct and monitor its employees and contractors to assure that trash, rubbish, and
garbage are immediately picked up on the Premises.
7) Services to be Provided by the Citv's Parking Department The City's
Parking Department shall remove all signs on the Premises prior to the first move-in date for
each year of the Event.
8) Lessor's Proaosed Improvements. In the event that the City, in its sole
and reasonable discretion and judgment, deems that it is necessary to close all, or a any
portion of, the Premises due to a capital improvements project, including, without limitation,
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expansion of the Miami Beach Convention Center and/or related facilities, then the City
shall provide Lessee with written notice of same no later than six (6) months prior to
Lessee's first move-in date of the particular Event year. Following such notice, the parties'
hereby agree and acknowledge that the Lease and the parties' respective obligations
hereunder, shall be automatically terminated, without liability to either party. Lessee
acknowledges and agrees that it shall not have any claim, demand, or cause of action of
whatever kind or nature, against the City, its officials, employees, agents, and/or
contractors, including, without limitation, claims for interference in business or damages for
business interruption, due to such closure. If possible, the City will use reasonable efforts to
provide Lessee with one (1) year notice.
9) Indemnification. Lessee shall indemnify, defend and hold the City its
officers, employees, contractors, and agents, 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 Lessee or any officer, employee,
contractor, agent, invitee, guest, or assignee of Lessee;
b. any misuse, neglect, or unlawful use of the Premises by Lessee or any
officer, employee, contractor, agent, guest, invitee, or assignee of
Lessee; and/or
c. any breach, violation, or nonperformance of any undertaking by
Lessee under this Lease.
Lessee agrees to pay, and shall pay, for all damage to the Premises caused by Lessee or
any employee, contractor, agent, guest, invitee, or assignee of Lessee.
10) Insurance. The Lease shall not be effective, nor shall Lessee take
possession of the Premises, until all insurance required under this section has been
obtained and such insurance has been approved by City's Risk Manager. Lessee shall
maintain and cany in full force during the Term of this Lease the following insurance:
General Liability, in the amount of $1,000,000.00. A certified copy of Lessee's
Insurance Policy must be filed and approved by the Risk Manager prior to
commencement. The CITY OF MIAMI BEACH, FLORIDA must be named as an
Additional Insured.
Workers' Compensation & Employers Liability, as required pursuant to Florida
Statutes. A certified copy of Lessee's Insurance Policy must be filed and approved
by the Risk Manager prior to commencement
s. Automobile Insurance, in the amount of $1,000,000.00. A certified copy of
Lessee's Insurance Policy must be filed and approved by the Risk Manager prior
to commencement. The CITY OF MIAMI BEACH, FLORIDA must be named as
an Additional Insured.
a. 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 Lessee.
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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 Lessee's General Liability policy or as a separate policy.
Lessee shall provide the City with evidence of this insurance prior to selling or
serving alcoholic beverages at or from the Premises. If Lessee fails to obtain or to
continue this coverage, Lessee shall immediately discontinue selling and serving
alcoholic beverages from the Premises. Lessee may also 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, Oldwick, New Jersey, or its equivalent.
11) Default and Termination. The following actions (a) through (d) shall
constitute an event of default by Lessee:
a. If Lessee 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 Lessee fails to timely pay any of the rental, or other amounts, set forth in this
Lease;
c. If Lessee fails to discharge or bond off any lien filed on the Premises, within
five (5) days of written notice from Lessor; or
d. If Lessee fails to perform in accordance with any of the other terms and
conditions herein contained and such default is not cured within three (3) days
after written notice from Lessor; or
e. If Lessee fails to comply with the insurance requirements in Section 10 hereof
and such default is not cured within twenty-four (24) hours of verbal or written
notice from the City.
In the event of default by Lessee, and where such default is not cured within the applicable
period, the City may terminate this Agreement without further notice to Lessee. Lessee
shall immediately surrender possession of the Premises, as well as removing any personal
property and equipment therefrom. Any personal property and equipment not so removed
shall be removed and stored at Lessee's expense.
Additionally, in the event of a termination hereunder, the City may also pursue any and all
remedies, whether at law or equity, available to seek redress for such default.
12) Bankrugtcy and Insolvency. If Lessee is adjudicated bankrupt or makes an
assignment for 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) Sublease and Assignment. Lessee shall not sublease the Premises or any
part thereof, nor assign this Lease, without obtaining the City Manager's prior written
approval, which approval may be given, if at all, at his/her sole and absolute discretion.
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Nothing herein shall prohibit Lessee being permitted to contract with exhibitors, sponsors
and concessions for the Event.
14) Permits and Licenses. Lessee 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. Lessee must obtain a City Special Event Permit, which- includes building,
structural, electrical permits. Issuance of such Special Event Permit shall be subject to and
contingent upon Lessee meeting all the requirements and conditions of the City's
administrative rules and guidelines for special events, as same may be amended from time
to time.
15) Citv's Riaht of Entrv. The City, or its authorized agent or agents, shall have
the right, but not the obligation, to enter upon all or any 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 Lessee, 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 any
provisions of this Agreement Lessee may be required to perform, and the pertormance
thereof by the City shall not constitute a waiver of the Lessee's default.
16) Security Deposit. Following execution of this Lease by the parties hereto,
and in no event later than sixty (60) days prior to the first move-in date of the first year of the
Event, Lessee shall pay to City the sum of Five Thousand Dollars ($5,000), as security for
the faithful performance by Lessee of the terms, conditions and covenants of this Lease. In
the event of Lessee's default of a term, condition and/or covenant of this Lease, the City
shall be entitled to retain such Security Deposit. In the event that Lessee shall fully comply
with all of the terms, conditions, and covenants of this lease, the Security Deposit shall be
returned to Lessee, without interest, at the end of the Term.
17) Sponsorship. The City of Miami Beach will be recognized as a sponsor of
the Event. As such, the City will receive recognition (logo in catalogue, logo in Miami
website/ with link to the City website). In addition, the City will receive recognition in the
Design Miami/Basel catalogue.
18) Complimentary Citv Tickets. Lessee agrees to provide the City with a
minimum of ten (10) complimentary VIP passes and an additional twenty-five (25)
complimentary day passes for each year of the Event.
19) Resident Tickets. Lessee shall provide City residents with at least a fifteen
percent (15%) discount on individual day passes. The City will provide Lessee with avenues
to promote the offer (i.e. City website and newsletters).
20) Mutual Acknowledaement. Both parties acknowledge that use of the
Preferred Parking Lot reduces parking inventory and the availability of public parking for
attendees of the fair.
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21) Notices. All notices shall be sent to the parties at the following addresses:
Lessor: City of Miami Beach
City Manager's Office
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: City Manager
City of Miami Beach
Parking Department
1755 Meridian Avenue, Suite 200
Miami Beach, FL 33139
Attn: Director
Tourism and Cultural Development Department
1755 Meridian Avenue, Suite 500
Miami Beach, FL 33139
Attn: Director
Lessee: Design Miami II, LLC
3841 NE 2"d Avenue
Suite 400
Miami, FL 33137
Attention: Craig Robins
With copies to: Design Miami II, LLC
3841 NE 2"d Avenue
Suite 400
Miami, FL 33137
Attention: Anna Williams
and to: Design Miami II, LLC
3841 NE 2"d Avenue
Suite 400
Miami, FL 33137
Attention: Ty Bassett
Lessee and Lessor may change such address at any time upon giving the other party
written notification. All notices under this Lease must be in writing and shall be deemed to
be served when delivered to the address of the addressee. All notices served by mail shall
be registered mail, return receipt requested. Lessee may designate additional persons for
notification of default.
22) Force Maieure. 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
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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.
23) Waiver. No waiver by Lessor any time of any of the terms or conditions of
this Lease shall be deemed at any time thereafter a waiver of the same or any other term or
conditions hereof.
24) Severabilitv. If any term or provision of this Lease or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable, the
reminder of this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term and provision of this Lease shall be valid and be
enforceable for the fullest extent permitted by law.
25) Governing LawNenue. This Lease shall be governed by and construed in
accordance with the law of the State of Florida. This Lease 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 Dade County, Florida. By entering into this Lease, Lessee
and Lessor expressly waive any rights either party may have to a trial by jury of any civil
litigation related to, or arising out of, this Lease.
26) Limitation of Liability. City desires to enter into this Lease only if in doing
so the City 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 Lease, so that the liability for any such breach
never exceeds the sum of $10,000. Lessee hereby expresses its willingness to enter into
this Lease with Lessee's recovery from the City for any 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 Lease, Lessee hereby agrees that the City shall not be
liable to Lessee 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 nonpertormance of any obligations
imposed upon the City by this Lease. Nothing contained in this paragraph or elsewhere in
this Lease 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed by
their appropriate officials, as of the date first entered above.
ATT ST: ~(
~.1,~ 1 /~. ~1'~l.,t,/~
Robert Percher, City Clerk
WITNES .,
By:
Print Name
By:
Print Name
LESSOR/CITY OF IAMI BEACH
a i H. Bower, Mayor
LESSEE/DESIGN Miami
DES1C~ M~1AM1 II~C, by Design Miami,
Inc., ij~ ma agin m ber
By:
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n GYktenstein
itive Vice President
APPROVED AS TO
FORM & LANGUAGE
~ FOi~ EXECUTION
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tt mey Date