Letter of Understanding MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
OFFICE OF THE CITY MANAGER
Tel: 305.673.7010, Fax: 305.673.7782
April 19, 2012
Ms: Annette Schonholzer, Co- Director,
MCH Swiss Exhibition (Basel) LTD
Art Basel, Art Basel Miami Beach
Messeplatz 10
CH — 4005 Basel, Switzerland
RE; Letter of Understanding between the City of Miami Beach, Florida (City), and MCH
Swiss Exhibition Ltd (MCH) regarding the Art Basel event in Miami Beach (or the ABMB
Event),
Dear Ms. Schonholzer:
The following letter' shall confirm the understanding between the City and MCH regarding
certain terms pertaining to the ABMB Event, as additional consideration for MCH's contractual
obligation to continue to hold the ABMB Event, which takes place annually each - winter at the
Miami Beach Convention Center (MBCC), for the Years 2011, 2012, 2013, and 2014.
Subject to MCH's compliance with its contractual obligations pertaining to the holding of the
ABMB Event at the MBCC, and including, without limitation, those set forth in that certain
License Agreement between Global Spectrum and MCH Swiss Exhibition (Basel), LTD, dated
November 28, 2011 (hereinafter, the MCH License), and provided MCH is good standing and
-free of default(s) under such License, the City agrees to take the following actions, in further.,
support of the ABMB Event:
1 . . The City Administration shall recommend to the Mayor and Commission that the City's
Special Events Requirements and Guidelines, in effect as of the execution date. of this
letter of understanding by the parties hereto (the Guidelines), be amended to establish
an "Art Basel Zone" which, if such recommended amendment is approved by the Mayor
and City Commission, in their sole and reasonable discretion, shall accomplish the
following:
a.) The establishment of a zone, the effective term and duration of which is only ,
intended to run concurrent with the actual ABMB Event dates for years 2011, 2012,
2013, and: 2014, as same are set forth in the MCH License, and which zone is
intended to be bounded by 23` Street to the north; by Lincoln Lane South to the
south; by Alton road to the west; and by the Atlantic Ocean to the east (hereinafter
the Art Basel Zone).
b.) The Art Basel Zone, if approved, shall be established for the purpose of precluding
the City from issuing a special event permit, for the use of public property within the
Art Basel Zone during the term /duration that such Zone is in effect, without first
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obtaining the prior written consent of MCH. Accordingly, the City shall provide MCH
with at least thirty (30) calendar days prior written notice of any special event
applications received by the City for the use of public property within the Zone during
the ABMB Event date(s) (the City's Approval Request). MCH shall have ten (10)
calendar days from the date of the City's Approval Request to approve or deny the
Request. MCH's approval or denial of the Request.must be in.writing and, if a
denial', must specifically set forth the reason(s) therefore. In the event that MCH fails
to approve or deny a Request within the ten (10) day time period and, further, in
accordance with the procedures set forth herein, then MCH shall have waived its
right to deny such Request, and the City may proceed with the event (that was the
subject of such Request) as if approved by MCH, and without any further notice
and /or other obligation to MCH.
c.) Notwithstanding the establishment of the Art Basel Zone, and /or any. other term or
condition in this letter of understanding, (i) special events held on private property,
and (ii) demonstrations, pickets, and free speech activities, as such terms are
defined in the Guidelines, ,and as same may be amended. from time to time, shall be
EXEMPT from the requirements of this letter of understanding and, accordingly, shall
NOT require MCH's approval.
2. The City shall use reasonable commercial efforts to inform MCH of any special event
applications for use of public City -owned property outside the Art Basel. Zone that the
City may receive for the installation and /or display of art and /or art works during the
term /duration of, the ABMB Event for, respectively years 2011, 2012, 2013, and /or 2014.
3. The City shall take into consideration the needs and requirements of the ABMB Event as
plans for the City's proposed expansion and renovation of the MBCC are developed.
In the event that any claim or controversy arises with respect to this letter of understanding,
MCH and the City hereby knowingly and voluntarily waive their rights to assert any argument or
defense alleging inadequate or insufficient consideration.
The City and MCH shall each appoint a contract administrator who .shall monitor the parties'
compliance with the terms of this letter of understanding. Unless otherwise notified, the contract
administrators for each party are as follows:
For the City:
Max Sklar, Tourism and Cultural Development Director
Tourism and Cultural Development Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
305- 673 -7577
For MCH:
Show Manager
MCH Swiss Exhibition Basel (Ltd)
Messeplatz 10
4005 Basel, Switzerland
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MCH agrees to defend, indemnify and hold harmless the City, and its officials, directors,
officers, employees, agents, contractors, servants, successors, and assigns, against any claims,
causes of actions, costs, expenses, (including reasonable attorney's fees), liabilities, or
damages arising out of or in connection with any negligent act or omission, or intentional
misconduct on the part of MCH or any of its officials, directors, officers, employees, agents,
contractors„ servants, successors and assigns, in the performance of its obligations under this
letter of understanding.
The indemnification and hold harmless requirements in the preceding paragraph shall survive
the termination or expiration of this letter of understanding.
This letter of understanding may be terminated by either party, for convenience (and without
cause),'upon sixty (60) days prior written notice to the other party.
All written notices and communications required or permitted hereunder may be delivered
personally to the respective representatives of MCH and the City listed below or may be mailed
by registered mail, postage prepaid (or air - mailed if addressed to an address outside of the city
of dispatch).
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO MCH:
Show Manager
MCH Swiss Exhibition Basel (Ltd)
Messeplatz 10
4005 Basel, Switzerland
TO CITY: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Max Sklar, Cultural Arts & Tourism Dev. Director
(305) 673 -7000, Ext. 6116
Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address
in the city of dispatch, on the day following the date mailed; and if mailed to an address outside
the city of dispatch on the seventh day following the date mailed.
This letter of understanding shall be governed by, and construed in accordance with, the laws of
the State of Florida, both substantive and remedial, without regard to principles of conflict of
laws. The exclusive venue for any litigation arising out of this letter of understanding shall be
Miami -Dade County, Florida, if in state court, and the U.S. District Court, Southern District of
Florida, if in federal court. BY ENTERING INTO THIS LETTER OF UNDERSTANDINBG, CITY
AND MCH EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY
JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS LETTER OF
UNDERSTANDING.
Neither party may assign this letter of understanding.
Neither this letter of understanding, nor any of its 'terms, may be changed, modified, or
otherwise amended except by an instrument in writing, signed by an authorized representative,
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which shall be the City Manager (on behalf of the City), and the Show Manager and one Co-
Director (on behalf of MCH).
The City and MCH acknowledge and agree that they are not joint venturers, partners, or joint
owners with respect to this letter of understanding. Nothing contained herein shall be construed
as creating a partnership, joint venture or similar relationship between the City and MCH.
Additionally, for purposes of this letter of understanding (or, otherwise) no officer, director,
employee, agent, or contractor of MCH shall be deemed to be an agent or employee of the City,
and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the
City, or any right generally afforded Classified or Unclassified employees' or be deemed entitled
to Florida Worker's Compensation benefits as an employee of the City, or accumulation of sick
or annual leave.
If the aforestated meets with your approval, please acknowledge and execute same in the
space provided below. Upon execution by the City Manager (on behalf of the City), we will
forward a fully executed copy to you for your records.
Very truly yours,
Raul J. Aguila
Chief Deputy City Attorney
I have read this letter agreement and fully understanding same, agree to be bound by the terms
and conditions contained herein.
MCH Swiss Exhibition (Basel) Ltd City of Miami Beach
By: By:
o e nza
City anager
ate Date
By:
APPROVED AS TO
FORM & LANGUAGE
Date & FOR " CUTION
RJA/ed
City t m Date
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F: \INFO \$ALL \Max \TCD \Special Events \BASEL \Basel Letter Agreement _sept 2011.doc
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