Amendment No. 1 to the Mgmt Agreement with Global Spectrum L.P. 020ls- 0271 91
AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT BETWEEN THE CITY
OF MIAMI BEACH AND GLOBAL SPECTRUM L.P. FOR THE MIAMI BEACH
CONVENTION CENTER AND COLONY THEATER
Th's Amend' �
nt No. 1 to the Management Agreement, is made and entered into this
day of P ,M�".( / , 2015, by and between the CITY OF MIAMI BEACH,
ORIDA, a municipal corporation having its principal office at 1700 Convention Center
Drive, Miami Beach, Florida, 33139 (City), and GLOBAL SPECTRUM, L.P., a Delaware
limited partnership, whose current address is 3601 S. Broad Street, Philadelphia, PA
19148-5290 ("Global").
RECITALS
WHEREAS, the City and Global are parties to a Management Agreement, dated
October 7, 2013, pursuant to which the City engaged Global to manage and operate the
Miami Beach Convention Center and Colony Theater; (the Management Agreement, as
so amended and modified, is referred to herein as the "Agreement"); and
WHEREAS, the initial term of the Agreement was three (3) years, ending on
September 30, 2016, subject to the City's right to extend the term for an additional two
(2) years; and
WHEREAS, the City desires to exercise its right to extend the term of the
Agreement for an additional two (2) years, commencing on October 1, 2016, and ending
on September 30, 2018, and the City desires to extend the term of the Agreement for an
additional two (2) years, commencing on October 1, 2018, and ending on September 30,
2020, subject to making further amendments to the Agreement as described herein, and
Global desires to accept such amendments and extension of the term as provided
herein; and ,
WHEREAS, capitalized terms used herein and not defined herein shall have the
meaning given to such terms in the Agreement.
NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements herein contained, and other good and valuable consideration, in receipt and
adequacy of which are hereby acknowledged and intending to be legally bound, the City
and Global hereby amend the Agreement as follows:
1. The aforestated recitals are true and correct and incorporated by
reference herein.
2. Pursuant to Section 3.2 of the Agreement, the City hereby
exercises its right to extend the Term for an additional two (2) year period (a "Renewal
Term"), with such Renewal Term commencing on October 1, 2016, and ending on
September 30, 2018. Global hereby accepts such extension, and the parties hereby
confirm that the Renewal Term shall commence on October 1, 2016, and end on
September 30, 2018.
3. The City hereby extends the Term for an additional two (2) year
period (the "2018 Renewal Term") with such 2018 Renewal Term commencing on
October 1, 2018, and ending on September 30, 2020. Global hereby accepts such
• I r .
extension, and the parties hereby confirm that the 2018 Renewal Term shall commence
on October 1, 2018, and end on September 30, 2020.
4. Effective upon execution hereof, Section 8.4(b) of the Agreement,
regarding Performance Guarantees, is deleted in its entirety, as follows::
_(b) For any Contract Year in which (a) a Net Operating Profit is
projected in the Approved Budget, if the actual Net Operating Profit
achieved for such year is more than $50,000 less than the Net
Operating Profit projected in such Approved Budget; or (b) a Net
Operating Loss is projected in the Approved Budget, if the actual Net•di.- •.. . .•- -. . . ... - . . 9,99e . -
Incentive Fee earned by Global for such Contract Year shall be reduced
by fifty cents ($.50) for every dollar of Shortfall, up to the Cap. For
purposes of this subsection, "Shortfall", with respect to any Contract
Year, shall mean either (i) if the Approved Budget reflects a projected
Net Operating Profit, the amount by which the Net Operating Profit
._ .-- • - • .- . - .. • -- A -- - -- ' --- -
projected Net Operating Loss, the amount by which the actual Net
1 1 1 1 . ► - a.- •.. . ---e a- ► - *.- •-- .
in such year. The "Cap" shall mean fifty percent (50%) of the Incentive
Fee actually earned by Global in the applicable Contract Year.
Natwithctanding the foregoing, the Incentive Fee shall not be reduced to
{as defined in Section 13.5 hereof) affecting the Facility, or new
operating or maintenance requirements imposed by the City after
finalization of the Approved Budget.
5. No Further Modifications. Except as provided in this Amendment
No. 2, the Agreement remains unmodified and in full force and effect. All references to
the Agreement in the Agreement or in any other document referencing the Agreement
shall be deemed to refer to the Agreement as amended hereby.
(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)
IN WITNESS WHEREOF, this Amendment has been duly executed by
the parties hereto as of the day and year first above written.
ATTEST: CITY OF MIAMI BEACH --W±;RIDA
� v.����arkl,lit' / %, y
Rafael . rana •y'CI 1 �i Philip Levine, IVlay+r
$ * •.INCORP ORATED.
f�� ••' °• •• , �—~` GLOBAL SPECTRUM, L.P.
ATTEST:
, / Chief Op sting Officer
/91 -S=•/tary
Print Name
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
City Attorney AV
Date
i"is