draft agreement AMENDMENT NO. 1
TO THAT CERTAIN MANAGEMENT AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA AND
MIAMI BEACH GARDEN CONSERVANCY, INC.
THIS FIRST AMENDMENT TO THE MANAGEMENT AGREEMENT made this 1 day of
June, 2011, (the "Effective Da e"), between the CITY OF MIAMI BEACH, a municipal
corporation of the State of Florid. (hereinafter called "City ") having its principal address at 1700
Convention Center Drive, Mia i Beach, Florida 33139, and MIAMI BEACH GARDEN
CONSERVANCY, INC., a Florid: not - for - profit corporation, having its principal address at 200
Convention Center Drive, Miami :each, Florida, 33139 (hereinafter called "Conservancy ").
WITNESSETH
WHEREAS, on January 17, 2017, the Mayor and City Commission approved a Management
Agreement with the Miami Be -ch Garden Conservancy for the operation of the Botanical
Garden, with an initial term of fi e (5) years, commencing on July 1, 2007, and terminating on
June 30, 2012, with an option, al the City's sole discretion, to renew and extend the Agreement
for an additional five (5) year ter ; and
WHEREAS, on January 13, 20 0, the City Commission approved a Basis of Design Report
(BODR) for the Miami Beac : Botanical Garden, providing for the implementation of
improvements in four (4) phases; totaling an estimated $2,506,532; and
WHEREAS, the fourth phase of the BODR includes certain improvements which the
Conservancy has proposed to and through private donors, in exchange for naming rights
acknowledging the donors; and
WHEREAS, Chapter 82 Article I of the City Code, entitled "Naming of Public Facilities and
Establishment of Monuments a d Memorials," sets forth the manner in which public facilities
may be named; and
WHEREAS, on June 1 2011 t e City Commission adopted an ordinance on second and final
reading, exempting the Miami : -ach Botanical Garden from the requirements of Chapter 82,
Article VI of the Code; and
WHEREAS, in order to assist th- Conservancy in its fundraising efforts to implement the fourth
phase of the BODR, the Man - gement Agreement also needs to be amended to establish
criteria and guidelines for na ing portions of the Premises in exchange for monetary
contributions from private donor -.
NOW, THEREFORE, in consideration of the premises of mutual covenants and conditions
herein contained and other good and valuable consideration, the receipt and adequacy of which
are hereby conclusively ackno ledged, it is agreed by the parties hereto to amend the
Management Agreement as folio s:
1. Section 17, entitled "Signage" is amended as follows: (deleted language is ctruck through and
inserted language is underlined);
Section 17. Signage
17.1 Generally
Conservancy shall provide, at its cost within the budget submitted to the City, required signs at
all public approaches to the Premises. All advertising, signage and postings shall be approved
by the City and shall be subject to all applicable planning and zoning requirements of the City.
17.2 Naming Rights
The City reserves all name -in -title rights (i.e. the right to name) in the Miami Beach Botanical
Garden and all revenue(s) that may be derived therefrom.
The Conservancy shall be permuted to name the interior portions of the Premises (which may
also include, outdoor garden areas surrounding the Welcome Center facility but within the
described boundaries of the Premises), if and only if the City Commission approves and adopts
an ordinance amending Chapter 82, Article VI, Section 82 -501 through 82 -505, as same may be
amended from time to time (I ereinafter, the "City's Naming Ordinance "), exempting the
Botanical Garden from the requirements of the City's Naming Ordinance.
The Conservancy shall include the name of the City of Miami Beach in its publications,
advertising, promotions, websites, announcements, and other similar and related materials
referring to the Botanical Garden and /or the Premises; provided, however that the Conservancy
shall not use the City's name aid /or logo in any of the aforestated medias and /or materials
issued by the Conservancy, or in any other manner (whether express or implied), for the
purpose of soliciting funding, do cations, and /or other monies for the Botanical Garden (other
than to identify the location of the Botanical Garden and /or the Premises as being situated
within the City of Miami Beach), without the express written consent and /or permission of the
City Manager.
All signage (whether exterior or interior) shall be subject to the City Manager's prior written
approval as to size, location, materials, and aesthetics. The Conservancy agrees that it shall
bear all costs to obtain and install any new signage (including, without limitation, any costs
related to obtaining all required approvals and /or permits).
Naming rights in connection with sponsorships (i.e. sponsorship names) shall be subject to the
City Manager's prior written approval, which shall not be unreasonably withheld. In no event
shall any sponsorship names be permitted which include the names of any company selling the
following type of products: guns, tobacco, or sexual products (the "Prohibited Names ").
In no event shall any portion of the Botanical Garden and /or the Premises be named or re-
named after an individual who has committed an illegal act (regardless of whether it becomes
known to the Conservancy and /or the City before or after the approval of the proposed naming).
In such events, the Conservancy shall, at its sole cost and expense, immediately remove (or
cause to be removed) such name(s) from the Premises and /or any portion(s) thereof, and the
City shall have no liability, whett to the Conservancy, and /or third parties, in connection with
such removal.
Except as provided herein (and where reserved to the City), the Conservancy shall be entitled to
all naming rights revenues derived herefrom; provided however that any revenues in connection
with any naming rights pursuan. to this Section 17.2 must be utilized by the Conservancy as
follows: 1.) first, to fund those certain improvements to the Garden Center Premises, as more
specifically set forth in Phase 4 of the Basis of Design Report (BODR) for the Miami Beach
Botanical Gardens, as approved by the City Commission on January 13, 2010; and 2.) second,
following completion of the improvements referenced in the preceding subsection (1), as
evidence by the issuance by the City of a final Certificate of Completion (C.C) and /or Certificate
of Use (C.U) (as the City may determine) any additional and /or subsequent revenue shall be
used exclusively for the management, operation, and maintenance of the Botanical Garden
and /or the Premises, and shall be reported to the City during the City's annual review of the
Conservancy's proposed operating budget for the Botanical Garden and /or the Premises
(pursuant to Section 7 hereof).
Notwithstanding anything in this Section 17.2, no name (and /or signage related thereto)
approved in the Botanical Garden and /or the Premises, or any portion thereof, shall be allowed
to remain beyond the Term of this. Agreement, and the City shall have no liability, whether to the
Conservancy, and /or to third parti in connection with the removal of any signage following the
termination and /or expiration of this Agreement.
Except as amended hereby, the Management Agreement remains in full force and effect and is
reconfirmed for all purposes.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals
the day and year first written above.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
City Clerk Mayor
ATTEST: MIAMI BEACH GARDEN CONSERVANCY, INC
Secretary President
Print Name Print Name
T:\AGENDA\2011\June 1 \Consent \Botanical Garden Amendent.doc
APPROVED AS TO
FORM & LANGUAGE
& FO : ECUTION
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