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2014-28788 Reso RESOLUTION NO. 2014-28788 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING A SETTLEMENT AGREEMENT WITH INTERNATIONAL NONWOVENS AND DISPOSABLES ASSOCIATION (INDA) OF THE NONWOVEN FABRICS INDUSTRY IN CONNECTION WITH THE IDEA 2016 SHOW IN AN AMOUNT NOT TO EXCEED TWO HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($275,000). WHEREAS, on April 9, 2014, Request for Qualifications No. 2014-142ME for the Design Criteria Professional (DCP) services for the Miami Beach Convention Center (MBCC) Renovation (the "Project") was awarded to Fentress Architects (Fentress) and Fentress has immediately begun to develop a preliminary design, a preliminary phasing plan, and a preliminary construction schedule; and WHEREAS, the majority of the Project construction would impact the events to be held in the MBCC from 2016 through 2018 (Events); and WHEREAS, on April 9, 2014, the City Commission referred a discussion item to the Finance and Citywide Projects Committee (Committee) regarding the Events the City will make efforts to accommodate within the Project construction schedule; and WHEREAS, the FCWPC met on April 30, 2014 and recommended that (1) the timeframe of the Project not exceed 36 months, but with the goal of completing the project within 24-30 months; and (2) that staff contact all Event producers on the priority list to determine if their Events could take place without usage of the P-Lot, with access to no more than two (2) exhibit halls, and with limited or compressed load-in/out (Project Guidelines); and WHEREAS, Global Spectrum and City staff subsequently contacted the event producers and discussed the aforementioned parameters and confirmed which events could continue within the Committee recommended Project Guidelines; and WHEREAS, the Committee met on May 20, 2014 and, after considering the anticipated phasing plan developed by Fentress, recommended that the City proceed with the proposed phasing plan. The Committee also recommended staff contact all event producers and work with them to accommodate as many events as possible as long as such events could occur without usage of the P-Lot, with access to no more than two (2) exhibit halls, occur while construction is in progress, and with limited or compressed load-in/out; and WHEREAS, on May 28, 2014, the City Commission adopted Resolution 2014-28610 accepting the recommendation of the Committee to complete the Miami Beach Convention Center project within 24-30 months, but not to exceed 36 months; and further, within that timeframe, to accommodate as many events as possible as long as such events could occur without usage of the P-Lot, with access to no more than two (2) exhibit halls, during construction of the Project', and with limited or compressed load-in/out; and . WHEREAS, INDA Association of the Nonwoven Fabrics Industry produces a show triennially at the MBCC, including IDEA 2016, an event that was contracted and scheduled from April 5, 2016 to April 16, 2016 (the "INDA Event"); and WHEREAS, the INDA Event requires the use of all four exhibition halls of the MBCC during the term of their License Agreement; and WHEREAS, the planned renovation and modernization of the MBCC is expected, during this period, to limit the availability of exhibition hall space to approximately half that required for the successful execution of the INDA Event; and WHEREAS, projects impact upon the INDA Event, the Licensor (INDA) and Licensee (City) mutually agreed to terminate the License Agreement; and WHEREAS, INDA will incur costs associated with the termination of the license agreement and the relocation of the INDA Event to another facility and requested reimbursement of these costs; and WHEREAS, as a result, Global Spectrum, on behalf of the City, negotiated the attached Settlement Agreement with INDA, which is based on a fair accounting for reimbursement of expenses in connection with the termination of the license agreement from the Miami Beach Convention Center to INDA; and WHEREAS, with the interest in concluding negotiations in a successful resolution that would also lead to our continued business relationship in the future both parties agreed to a final settlement of$275,000; and WHEREAS, the Settlement Agreement, which is attached hereto and incorporated herein as Exhibit A, includes a termination of the License Agreement and full release of any and all claims each has, may have, or may ever have had against the other under, or with respect to, the License Agreement or the termination thereof. It also includes, subject to the availability of space in the MBCC, the return of the IDEA show to the MBCC in 2019 and in 2022 on mutually agreeable dates at approximately the same time of year as previously held at the MBCC. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve the attached Settlement Agreement with INDA Association Of The Nonwoven Fabrics Industry in connection with the IDEA 2016 Show in an amount not to exceed two hundred seventy-five thousand dollars ($275,000). PASSED AND ADOPTED this odd? day of 19C10JP1-2014. ATTEST: l Ra ael E. Granado, C ty hil' evi� Mayor ... APPROVED AS TO r �p R ED FORM & LANGUAGE :I'vC,ff & FO XECUTION 44, ^^ 7/ n' �I T:\AGENDA\2014\October\TC .UNDA Settlement Agrrit� SO.docx win Date City Attorney TERMINATI®N AND RELEASE AGREEMENT This Termination and Release Agreement(this "Agreement"), dated as of October 2014 ("Effective Date"), is by and between Global Spectrum, L.P. ("Global"), the City of Miami Beach ("Owner"), and INDA Association of the Nonwoven Fabrics Industry("Licensee"). WHEREAS, Global, as agent on behalf of Owner, and Licensee, are parties to a License Agreement dated January 15, 2014 ("License Agreement"), pursuant to which Licensor agreed to license certain space ("Licensed Space") within the Miami Beach Convention Center (the "Center") to Licensee for an event called "IDEA 2016" from April 5, 2016 to April 16, 2016 (the "Event"); WHEREAS, it is now anticipated that the Center will be undergoing renovations at the time of the Event (the "Renovations") and that such Renovations will limit the availability of the Licensed Space for the Event; WHEREAS, as a result of the limitation on the Licensed Space, and notwithstanding the stated term of the License Agreement, the parties have determined it to be in their mutual best interests to terminate the License Agreement, and, except for the obligations set forth herein, to discharge any and all obligations either party has or may have to the other party arising under the License Agreement or the termination thereof, and to release any and all claims each has, may have or may ever have had against the other under, or with respect to, the License Agreement or the termination thereof. NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties, intending to be legally bound, hereby agree as follows: 1. Termination of License Agreement. Effective upon the Effective Date, the License Agreement shall terminate and be of no further force and effect. As such, Licensee shall have no further rights to use the Center for the Event or for any other event (unless and until a separate license agreement is entered into by the parties on a future date entitling Licensee to use the Center). 2. Payment by Owner to Licensee. Unless already paid prior to the date hereof, Owner shall pay to Licensee the sum of Two Hundred Seventy Five Thousand Dollars ($275,000). Such amount is payment for any and all costs, expenses, fees, losses, claims and other amounts incurred or to be incurred by Licensee arising out of or relating to the License Agreement and/or the termination of the License Agreement. Such amounts shall be paid to Licensee within thirty (30) days of the Effective Date. 3. Future Events. As a material term of this Agreement and a condition to Owner's agreement to make the payment described in Section 2 above, Licensee hereby agrees, subject to the availability of space in the Center, to license the Licensed Space (or other comparable space in the Center) to hold its "IDEA" event at the Center in 2019 and in 2022 on mutually agreeable dates at approximately the same time of year as previously held at the Center, for a substantially similar number of days and at Licensor's then-current standard rental rates (which the parties agree shall be similar to the rates in effect under the License Agreement subject to standard annual escalators). Licensee shall be required to enter into the Center's standard facility license agreement reflecting such terms, which Licensee shall enter into within thirty(30)days of Licensor presenting such agreement to Licensee. 4. Release of Claims. Each of Global and the City, on the one hand, and Licensee, on the other hand, on behalf of itself and its legal representatives, successors, assigns, affiliates, employees, officers, directors, and agents (collectively, the "Releasors"), hereby unconditionally and irrevocably releases, acquits and forever discharges the other, and each of its respective affiliates and subsidiaries and each past and present director, official, officer, employee and agent of any of the foregoing (all of the foregoing, and any of their respective successors, assigns, heirs, personal representatives, administrators and executors being hereinafter collectively referred to as the "Released Parties") from any and all causes of action, suits, claims, demands, judgments, debts, sums of money, obligations, liabilities, accounts, bonds, covenants, controversies, agreements, promises, damages and executions of any kind or nature whatsoever, whether known or unknown or foreseen or unforeseen, in contract or in tort, and whether or not founded in fact, in law or in equity, that the Releasors has, may have or may ever have had against any Releases arising out of, or in any way relating to, or in connection with the License Agreement, the performance or non-performance thereof, and the termination thereof. It is the intent of the parties that this be a general, complete, full, and comprehensive, irrevocable, unconditional and final release of any and all claims relating to the License Agreement, the performance or non-performance thereof, and the termination thereof. The release described in this paragraph is not a release of the parties' obligations under this Agreement, and nothing contained herein shall be construed as limiting the parties from enforcing the terms of this Agreement. 5. Miscellaneous. (a) Licensee shall keep the terms of this Agreement, including without limitation the amounts to be paid to Licensee hereunder, confidential, and not disclose such terms to any third party, except as may be required by law, in which case Licensee shall notify Owner and Global in writing prior to making any such disclosure. (b) This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written negotiations, commitments, and understandings of the parties. This Agreement may not be changed or amended except by a writing executed by both parties. (c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction. (d) This Agreement shall be binding upon and inure to the benefit of each of the parties.hereto and their respective successors.and assigns._ (e) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of law rules. (f) This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. 2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. GLOBAL SPECTRUM,L.P. INDA ASSOCIATION OF THE NONWOVEN FABRICS INDUSTRY By: By: Name: Matt Hollander Name: Title: General Manager Title: CITY OF MIAMI BEACH By: Name: Title: APPROVED AS TO FORM & LANGUAGE & F R EXECUTION to-A- City Attomey Date COMMISSION ITEM SUMMARY Condensed Title: A Resolution Approving A Settlement Agreement With INDA Association Of The Nonwoven Fabrics Industry In Connection With The Idea 2016 Show In An Amount Not To Exceed Two Hundred Seventy-Five Thousand Dollars ($275,000). Key Intended Outcome Supported: N/A Supporting Data(Surveys, Environmental Scan, etc.) N/A Item Summary/Recommendation: Global Spectrum immediately began working with all events to finalize an event schedule during the Convention Center renovation. INDA Association of the Nonwoven Fabrics Industry produces a show triennially at the Miami Beach Convention Center including IDEA2016, an event that was contracted and scheduled for April 5, 2016 to April 16, 2016. That event requires the use of all four exhibition halls of the Miami Beach Convention Center during the term of their License Agreement. As you know, the planned renovation and modernization of the MBCC is expected, during this period, to limit the availability of exhibition hall space to approximately half that required for the successful execution of the event. As a result of the renovations, the Licensor(INDA)and Licensee (City) mutually agree to terminate the Agreement. INDA will incur costs associated with the termination of the license agreement and the relocation of the Event to another facility and requested reimbursement of these costs. As a result, Global Spectrum, on behalf of the City, negotiated the attached settlement agreement with INDA. The settlement is based on a fair accounting for reimbursement of expenses from the Miami Beach Convention Center to INDA. The largest variances in what Global proposed versus what INDA requested are in the areas of "consulting services", "travel", and "creative services". With regard to "consulting services", Global's calculation is based on 50% of the total cost of consulting already expended in this category as we believe that there will be sustained value based on leads, contacts, and commitments already in the pipeline based on their previous efforts. We recognize that INDA will have more work to do based on the change in venue, but there is a residual value to the work already performed. Similarly, we see the costs associated with travel to the show in Geneva as a cost that would have been incurred by INDA regardless of the change in venue. And with reimbursement of the costs to replace the marketing materials to be used to promote Boston, the leads generated with this travel have substantial residual value. We believe the "creative services" that are contemplated within the $75,000 allowance to promote Boston will replace the materials that had been previously produced to promote the 2016 event in Miami Beach. We proposed that the"exhibit booth" reimbursement should be adjusted to reflect a change in graphics to allow for the Boston branding, but that the structure itself has some value that is not lost. We have also made adjustments to the future "legal fees" and "travel fees" as we would expect that there would be professional fees and site visit expenses as a normal expense incurred in the execution of the event. Global and INDA negotiated the below items several times and, with the interest in concluding negotiations in a successful resolution that would also lead to our continued business relationship in the future both parties agreed to a final settlement of$275,000. The settlement includes a termination of the License Agreement and full release of any and all claims each has, may have or may ever have had against the other under, or with respect to, the License Agreement or the termination thereof. It also includes, subject to the availability of space in the Center, the return of IDEA to the Miami Beach Convention Center in 2019 and in 2022 on mutually agreeable dates at approximately the same time of year as previously held at the Center. The Administration recommends the City Commission adopt the attached Resolution. Advisory Board Recommendation: N/A Financial Information: Source of Amount Account Funds: 1 N/A Financial Impact Summary: N/A City Clerk's Office Legislative Tracking: Max Sklar, ext. 6116 Sign-Offs: De artme it ct Assistant Ci anager City na er MAS KGB JLM AGENDA IT C 7 S MIAMIBEACH a-�DATE � a i-(( MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov CO MISSION MEMORANDUM TO: Mayor Philip Levine and Members of he City Co fission FROM: Jimmy L. Morales, City Manager DATE: October 22, 2014 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING A SETTLEMENT AGREEMENT WITH INDA ASSOCIATION OF THE NONWOVEN FABRICS INDUSTRY IN CONNECTION WITH THE IDEA 2016 SHOW IN AN AMOUNT NOT TO EXCEED TWO HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($275,000). ADMINISTRATION RECOMMENDATION The Administration recommends adopting the attached resolution. BACKGROUND On April 9, 2014, Request for Qualifications No. 2014-142ME for the Design Criteria Professional (DCP) services for the Miami Beach Convention Center Renovation was awarded to Fentress Architects. The construction schedule and booking event calendar both play an integral part in expediting construction while also driving business to the destination. The majority of the construction impact on events is anticipated to occur in 2016 and 2017. To begin planning the design and construction of the Convention Center, a policy needed to be established determining which events the City will make efforts to accommodate within the project construction schedule, and which events may be accommodated only if the construction schedule permits. On April 9, 2014 the City Commission referred this matter to the Finance and Citywide Projects Committee for discussion. The Finance and Citywide Projects Committee reviewed a complete list of all known and anticipated events at the Convention Center from 2016 - 2018, as well as a draft list of priority events that the City would make efforts to accommodate within the project construction schedule. On April 30, 2014 the Finance and Citywide Projects Committee reviewed and considered the information and separated the discussion into two separate recommendations. The first recommendation is that the timeframe of the Convention Center project not exceed 36 months, but with a goal of completing construction within 24-30 months. The second recommendation was for staff to go contact all events on the priority list to determine if they could take place without usage of the P-Lot, with access to no more than two (2) exhibit halls and with limited or compressed load-in/out. Global Spectrum and City staff subsequently contacted the events and discussed the aforementioned parameters and confirmed which event could continue within these constraints and presented the information to the Finance and Citywide Projects Committee on May 20, 2014. City staff also presented the anticipated phasing plan that was developed by Fentress to meet the desired construction timeline as directed by the Committee on April 30, 2014. The preliminary phasing plan demonstrated that two (2) Exhibit Halls could remain open throughout INDA Miami Beach Convention Center Settlement Agreement Commission Memorandum October 22, 2014 Page 2 of 3 construction and still meet the desired construction timeline. The Committee subsequently recommended the City proceed with the proposed phasing plan. The Committee also recommended staff contact all event producers and work with them to accommodate as many events as possible as long as they could exist without usage of the P-Lot, with access to no more than two (2) exhibit halls, exist with construction in progress, and with limited or compressed load-in/out. On May 28, 2014, the City Commission adopted Resolution 2014-28610 accepting the recommendation of the finance and citywide projects committee to complete the Miami Beach Convention Center project within 24-30 months, but not to exceed 36 months; and further within that timeframe to accommodate as many events as possible as long as such events could occur without usage of the P-Lot, with access to no more than two (2) exhibit halls, exist with construction in progress, and with limited or compressed load-in/out. Global Spectrum immediately began working with all events to finalize an event schedule during the Convention Center renovation. INDA Association of the Nonwoven Fabrics Industry produces a show triennially at the Miami Beach Convention Center including IDEA2016, an event that was contracted and scheduled for April 5, 2016 to April 16, 2016. That event requires the use of all four exhibition halls of the Miami Beach Convention Center during the term of their License Agreement. As you know, the planned renovation and modernization of the MBCC is expected, during this period, to limit the availability of exhibition hall space to approximately half that required for the successful execution of the event. As a result of the renovations, the Licensor (INDA) and Licensee (City) mutually agree to terminate the Agreement. INDA will incur costs associated with the termination of the license agreement and the relocation of the Event to another facility and requested reimbursement of these costs. As a result, Global Spectrum, on behalf of the City, negotiated the attached settlement agreement with INDA. The settlement is based on the below chart that demonstrates our assessment of a fair accounting for reimbursement of expenses from the Miami Beach Convention Center to INDA. The largest variances in what Global proposed versus what INDA requested are in the areas of "consulting services", "travel", and "creative services". With regard to "consulting services", Global's calculation is based on 50% of the total cost of consulting already expended in this category as we believe that there will be sustained value based on leads, contacts, and commitments already in the pipeline based on their previous efforts. We recognize that INDA will have more work to do based on the change in venue, but there is a residual value to the work already performed. Similarly, we see the costs associated with travel to the show in Geneva as a cost that would have been incurred by INDA regardless of the change in venue. And with reimbursement of the costs to replace the marketing materials to be used to promote Boston, the leads generated with this travel have substantial residual value. We believe the "creative services" that are contemplated within the $75,000 allowance to promote Boston will replace the materials that had been previously produced to promote the 2016 event in Miami Beach. We proposed that the "exhibit booth" reimbursement should be adjusted to reflect a change in graphics to allow for the Boston branding, but that the structure itself has some value that is not lost. We have also made adjustments to the future "legal fees" and "travel fees" as we would expect that there would be professional fees and site visit expenses as a normal expense We are committed to providing excellent public service and safely to all who live, work, and play in our vibrant, tropical, historic community. INDA Miami Beach Convention Center Settlement Agreement Commission Memorandum October 22, 2014 Page 3 of 3 incurred in the execution of the event. Global and INDA negotiated the below items several times and, with the interest in concluding negotiations in a successful resolution that would also lead to our continued business relationship in the future both parties agreed to a final settlement of$275,000. INDA _ _MBCC Requested Proposed_ EXPENSES Amount Amount _ Comments Already Incurred Consultant $ 26,680.00 $ 13,340.00 Portion of services have sustained value despite relocation Legal Fees $ 1,552.00 $ 1,552.00 Postage $ 49.01 $ 49.01 Travel-New Site Selection $ 5,678.63 $ 5,678.63 Association Booth $ 11,519.75 $ 8,639.81 Allowance for reproduction of graphics Branded Premium $ 3,757.49 $ 3,757.49 Creative Services $ 14,024.99 $ - Allowance is included in promotion of Boston site below E-Mail $ 33.69 $ 33.69 General Promotion $ 359.02 $ 359.02 Gifts $ - $ - Office Supplies $ 10.66 $ 10.66 Postage $ 2,029.04 $ 2,029.04 Printing $ 1,120.88 $ 1,120.88 Travel-Geneva(Trade Show) $ 29,942.06 $ - Leads generated are still of value-INDA would have attended either way Telephone $ 333.90 $ 333.90 Temporary Help $ 1,639.51 $ 1,639.51 Facility Rental(MBCC deposit) $ 5,000.00 $ 5,000.00 Refund of advance deposit paid to MBCC New Costs for Site Relocation Additional Travel $ 6,821.37 $ - Site planning travel is part of show production expense Additional Cost for Boston Venues $ 145,132.00 $ 145,132.00 Legal Fees $ 3,948.00 $ - Some legal fees should be considered part of show production expense Promotion of Boston Site $ 75,000.00 $ 75,000.00 TOTALS $ 334,632.00 $ 263,675.64 The settlement includes a termination of the License Agreement and full release of any and all claims each has, may have or may ever have had against the other under, or with respect to, the License Agreement or the termination thereof. It also includes, subject to the availability of space in the Center, the return of IDEA to the Miami Beach Convention Center in 2019 and in 2022 on mutually agreeable dates at approximately the same time of year as previously held at the Center. CONCLUSION The Ad tration recommends the City Commission adopt the attached Resolution. J LM:KG WAS T:\AGENDA\2014\October\TCED\INDA Settlement Agmt MEMO.docx We are committed to providing excellent public service and safety to all who live, work, and play in our vibrant, tropical, historic community.