Letter of Understanding with Art Basel US Corp o 'oi -02 7T8 q
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
May 12, 2015
Mr. Marc Spiegler, Director
Art Basel US Corp.
c%Garber and Goodman
300 41st Street,Suite 214
Miami Beach, Florida 33140
Attention: Bob Goodman
Email: baoodman(")garberandgoodman.com
CC: MCH Swiss Exhibition (Basel) LTD
Art Basel,Art Basel Miami Beach
Messeplatz 10
CH—4005 Basel, Switzerland
RE: Letter of Understanding (LOU) between the City of Miami Beach, Florida (City), and Art
Basel US Corp(ABUSCo)regarding the"Art Basel in Miami Beach"event held on Miami
Beach(the ABMB Event).
Dear Mr. Spiegler:
The following LOU shall confirm the understanding between the City and ABUSCo regarding
certain terms pertaining to the ABMB Event pursuant to Resolution No. 2012-27884 which
established an "Art Basel Zone,"and a copy of which is attached hereto as Appendix A.
Subject to ABUSCo's compliance with its contractual obligations pertaining to the holding of the •
annual ABMB Event at the Miami Beach Convention Center (MBCC), including, without
limitation, those set forth in that certain License Agreement between Global Spectrum and
ABUSCo., dated January 26, 2015,and as may be amended or subsequent License Agreement
executed from time to time (hereinafter, the ABUSCo License); and provided ABUSCo is good
standing and free of default(s)under such License, the City agrees to take the following actions,
in further support of the annual ABMB Event:
1. Pursuant to Resolution No. 2012-27884, the City's Special Events Requirements and
Guidelines establish an"Art Basel Zone"which, accomplishes 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, as set forth in the
ABUSCo License, and which zone is bounded by 23rd 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 is 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 obtaining the prior written
consent of ABUSCo.Accordingly, the City shall provide ABUSCo 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). ABUSCo shall have ten (10) calendar days from the
date of the City's Approval Request to approve or deny the Request. ABUSCo'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 ABUSCo 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 ABUSCo 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 ABUSCo, and without any further notice and/or other
obligation to ABUSCo.
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 ABUSCo's approval.
d.) The Art Basel Zone shall automatically sunset and terminate at the conclusion of the
ABMB Event for calendar year 2015,. without further action required by the parties,
unless a new or amended ABUSCo License Agreement is executed for ABMB Event
for following calendar year. For the sake of clarity and avoidance of doubt, this LOU
and the Art Basel Zone shall automatically be extended and remain in force for each
successive calendar year ABMB Event, provided an ABUSCo License Agreement
has been executed in relation to such respective calendar year.
2. The City shall use reasonable commercial efforts to inform ABUSCo 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.
3. The City shall use reasonable commercial efforts to consider 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 LOU,ABUSCo and the City
hereby knowingly and voluntarily waive their rights to assert any argument or defense alleging
inadequate or insufficient consideration.
The City and ABUSCo shall each appoint a contract administrator who shall monitor the parties'
compliance with the terms of this LOU. 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
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1700 Convention Center Drive
Miami Beach, Florida 33139
305-673-7577
For ABUSCo:
Art Basel US Corp.
c%MCH Swiss Exhibition(Basel)Ltd.
Attention: Maureen Bruckmayr
4005 Basel, Switzerland
+41 58 206 31 32 Facsimile
+41 58 206 27 51 Telephone
Maureen.Bruckmayr @artbasel.com
ABUSCo 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 ABUSCo or any of its officials,directors, officers, employees, agents,
contractors, servants, successors and assigns, in the performance of its obligations under this
LOU.
The indemnification and hold harmless requirements in the preceding paragraph shall survive
the termination or expiration of this LOU.
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 ABUSCo 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 ABUSCo:
Art Basel US Corp.
do MCH Swiss Exhibition(Basel)Ltd
4005 Basel, Switzerland
+41 58 206 31 32 Facsimile
+41 58 206 27 51 Telephone
Maureen.Bruckmayr@artbasel.com
Attention: Maureen Bruckmayr
With copy to: Art Basel US Corp.
do Garber and Goodman
300 41st Street,Suite, 214
Miami Beach, Florida 33140
Attention Bob Goodman
Email: bgoodman @garberandgoodman.com
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TO CITY: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Max Sklar, Tourism, Culture, and Economic
Development Director
(305)673-7000, Ext. 6116
Email: maxsklar @miamibeachfl.gov
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 UNDERSTANDING, CITY
AND ABUSCO 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,
which shall be the City Manager (on behalf of the City), and Show Manager and Director (on
behalf of ABUSCo).
The City and ABUSCo 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
ABUSCo. Additionally, for purposes of this letter of understanding (or otherwise) no officer,
director, employee, agent, or contractor of ABUSCo 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
City Attorney
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I have read this letter agreement and fully understanding same, agree to be bound by the terms
and conditions contained herein.
•
Art Basel US Corp. City of Miami Beach
By: • A `.L By: 44WPA
arc Spiegl- J•"my L .o ales
Director,Art Basel • y Man.ger
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By: n
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aureen Bruck a r a�
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General Manager
7-01,1 / j o/S APPROVED AS TO
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F:IINFOI$ALLIMax1TCD\Special Events\BASEL\Art Basel Letter Agreement 2015.doc
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