2017-29953 Resolution RESOLUTION NO. 2017-29953
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE
RECOMMENDATION OF THE CITY MANAGER (AS SET FORTH IN
THE CITY COMMISSION MEMORANDUM ACCOMPANYING THIS
RESOLUTION) AND WAIVING, BY 517TH VOTE, THE COMPETITIVE
BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE
BEST INTEREST OF THE CITY; AND APPROVING AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A
LICENSE AGREEMENT WITH DESIGN MIAMI II, LLC,
SUBSTANTIALLY IN THE FORM ATTACHED TO THE COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION, FOR USE OF
PORTIONS OF THE PREFERRED PARKING LOT, LOCATED TO THE
WEST OF THE MIAMI BEACH CONVENTION CENTER, FOR A
PERIOD OF APPROXIMATELY TWO (2) MONTHS, TO HOLD THE
DESIGN MIAMI SHOW FROM DECEMBER 5, 2017 THROUGH
DECEMBER 10, 2017.
WHEREAS, on May 12, 2010, the City Commission adopted Resolution No. 2010-27384
approving an agreement between the City and Design Miami to hold the Design Miami Show in
the Preferred Parking Lot (P-Lot) in 2010, 2011 and 2012; and
WHEREAS, on October 24, 2012, the City Commission adopted Resolution No. 2012-
28039 approving an agreement with Design Miami for 2013, 2014, 2015, and 2016; and
WHEREAS, on July 18, 2014, the City Manager notified Design Miami that due to the
Convention Center Renovation and Expansion project, the City will close all, or a portion of, the
P-Lot and it would not be available for the 2016 Design Miami show; and
WHEREAS, the City notified Design Miami of the City's termination of the Lease
effective December 25, 2015, in order to enter into a contract with Clark Construction for the
Convention Center Renovation and Expansion project; and
WHEREAS, the City, Design Miami and Clark Construction worked to find a solution that
allowed Design Miami to remain in the P-Lot for 2016; and
WHEREAS, the City, Design Miami and Clark Construction have agreed to a
continuation of these terms for 2017; and
WHEREAS, Design Miami wishes to again use the portion of the Preferred Parking Lot,
located between Convention Center Drive to the East, Meridian Avenue to the West, 18th Street
to the South, and 19th Street to the North, for the purpose of holding the Design Miami show, to
be held December 5, 2017 — December 10, 2017, in conjunction with Art Basel Miami Beach;
and
WHEREAS, the Administration and Design Miami have negotiated the License
Agreement attached as Exhibit "A" to this Resolution.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Commission hereby accept the
recommendation of the City Manager (as set forth in the City Commission memorandum
accompanying this Resolution) and waiving, by 517th vote, the competitive bidding requirement,
finding such waiver to be in the best interest of the City; and approving and authorizing the
Mayor and City Clerk to execute a License Agreement with Design Miami II, LLC, substantially
in the form attached to the Commission Memorandum accompanying this Resolution, for use of
portions of the Preferred Parking Lot, located to the west of the Miami Beach Convention
Center, for a period of approximately two (2) months, to hold the Design Miami Show from
December 5, 2017 through December 10, 2017.
PASSED AND ADOPTED this ok day of 7e4( , 2017
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REFERRED PARKING LOT
PREMISES USE AGREEMENT FOR "DESIGN MIAMI!"SHOW
This Premises Use Agreement (this "License") made this "2 day of JUNE
2017 (Effective Date), by and between the CITY OF MIAMI BEACH, a Florida
municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach,
Florida 33139 ("City"or "Licensor"), and DESIGN MIAMI H, LLC, a Florida limited liability
company whose address is 3841 NE 2nd Avenue, Suite 400, Miami, Florida 33137
("Licensee") (each, a"Party"or collectively the"Parties").
WHEREAS, Licensee wishes to use a portion of the City parking lot known as
the "Preferred Parking Lot" and described more fully in Section 1 and depicted in Exhibit A
hereto (the "Premises"), for the purpose of producing the "Design Miami!" show (the
"Event") in conjunction with the Art Basel Miami Beach show at the Miami Beach
Convention Center(MBCC);and
WHEREAS, the Premises was identified as the most compatible space, as it
provides for synergy between Licensee's Event and Art Basel Miami Beach;and
WHEREAS, Licensee seeks to use the Premises for the Event from October 23,
2017 through December 21, 2017; and
WHEREAS, the Parties desire to enter into this License based on the terms and
conditions set forth herein with respect to the 2016 Event.
NOW, THEREFORE, in consideration of the mutual covenants herein exchanged,
the Parties agree as follows:
1) Premises. The Premises shall consist of an area equal to approximately
250 spaces in the City's Preferred Parking Lot, as further delineated in Exhibit A hereto.
The main"P-Lot Event Area" is approximately 505-0" x 244'-0" in area.
2) Term. Licensee shall have the right to use the Premises on the following
dates:
Licensee may use the "P-Lot Event Area"as indicated in attached Exhibit A on the following
dates and for the purposes indicated:
October 23, 2017—December 4, 2017 Move-In
December 5, 2017—December 10, 2017 Show Days
December 11, 2017—December 21, 2017 Move-Out
Page 2511 of 3438
3) Use. Licensee shall have the right to use the Premises for the Event,
which is a furniture design show for galleries which present curated exhibitions of
museum-quality furniture, lighting, and objects d'art. Licensee's proposed use(s) of the
Premises for the Event shall permit exhibit space; passenger loading zones; space for
valet ramping for the City's contracted valet operator; and additional storage.
Licensee agrees that Licensee and its employees, contractors,agents, representatives and
invitees (to the extent applicable) shall comply with each of the following terms and
conditions during use of the Premises:
a. Licensee may install fencing at the perimeter of the Premises at its sole cost and
expense, subject to complying with all City and Miami-Dade County requirements
including,without limitation, permitting requirements.
b. Licensee shall be required to move any construction trailers required by City at its
sole cost and expense, subject to complying with all City and Miami-Dade County
requirements including,without limitation, permitting requirements.
c. Licensee may install temporary tents and tent structures and other equipment
necessary for the Event, subject to complying with all City and Miami-Dade County
requirements including, without limitation, permitting requirements. All installations
and improvements shall be further subject to current applicable building codes, and
shall comply with all applicable City, County, State and Federal Laws.
d. Subject to paragraph (e) below, (i) Licensee acknowledges that it has inspected the
Premises and that it is satisfied that the Premises have the capacity and capability to
accommodate the use contemplated under this License, and (ii) Licensee accepts
the Premises in its "AS-IS" condition and with all faults. Licensee shall abide by all
applicable federal, state, and local laws, rules and regulations in its use of the
Premises.
e. City shall provide, and Licensee hereby accepts, the Premises, with its existing water
service connections in the locations indicated on Exhibit A to this License, and
Licensee has satisfied itself that there is sufficient pressure to support its water
service needs with respect to its use of the Premises. City shall also (i) provide the
Premises with all required electrical service connections and/or electric generators
(and if City provides electric generators, then City shall also provide all required
electrical service using such generators at no cost to Licensee or otherwise
reimburse Licensee for all required electrical service provided by generators), or (ii)
alternatively, reimburse Licensee for 100% of Licensee's costs in obtaining all
required electric service connections and/or electric generators (including Licensee's
costs in obtaining electrical service from such generators) for Licensee's use of the
Premises. Except as otherwise agreed to by the Parties, herein Licensee
acknowledges and agrees that the City shall not be responsible for providing any
services, utilities, equipment or any other items to Licensee for its use of the Premises.
Page 2512 of 3438
f. At the end of the Event date, as set forth in the "Term" in Section 2 hereof,
Licensee shall clean and restore the Premises to the same condition provided to
Licensee prior to the first Move-In date of the Event, including, without limitation,
restoring all asphalt and other surfaces to their original (or better) condition.
Licensee shall be solely responsible for cleanup and restoration costs incurred by
the City if Licensee's clean up or restoration is not satisfactory,as determined in City's
reasonable discretion.
4) Rental.
a. Licensee agrees to pay rent for the Event in the total amount of
$107,000.00 (including applicable sales tax). Rental payment for 2017
will be made as follows:
• 50% on or before October 23, 2017;
and
• balance (50%) on or before December 4,
2017,
b. The cost of relocating up to 450 parking spaces to the 17th Street
Parking Garage is $107 per space for the period from October 23, 2017—
December 21, 2017 for employees/laborers of Clark Construction and its
subcontractors. Licensee and the City agree that (i) each Party shall pay
50% of the cost of such relocation, for up to five (5)weeks of relocation,
and (ii) Licensee shall be responsible for 100% of the cost of such
relocation for any period after five (5)weeks.
c. Licensee shall also be responsible for all costs associated with
moving any and all construction trailers, as approved and authorized
by the City's Construction Manager for the Miami Beach Renovation
Project, Clark Construction Group, and shall return the construction
trailers to the location identified by Clark Construction no later than
December 21, 2017.
d. Licensee shall also be responsible for all costs associated with the
removal, installation, storage and signage for the fencing at the
Premises.
e. Licensee shall also be solely responsible for the payment of any and
all taxes and/or assessments including, without limitation real estate
taxes, which may be levied against the Premises as a result of
Licensee's actions and operations thereon.
5) Protection Clause. In consideration for Licensee's agreement to hold
the Event on the Premises, the City agrees that, for the term of this License, it will not
license the Premises to third parties for the purpose of holding a furniture design show,
for thirty (30) days immediately prior to, and the thirty (30) days immediately after, the
Event dates (including Move-In and Move-Out dates). This Protection Clause would not,
however, prohibit or preclude the City and/or the City's manager at the Convention
Center, from allowing the use of the Preferred Parking Lot for load-in, staging, and load-
out of a Miami Beach Convention Center show/event which is either a furniture design
show, or has a furniture design compongfitte 2513 of 3438
6) Security. At all times during the term of this License, Licensee shall be
solely responsible for the security of all goods, property,equipment, materials and any other
items that it or its contractors, agents, or other representatives bring onto the Premises.
Licensee shall also be solely responsible for the security of its employees, contractors,
agents, representatives, invitees and other guests on the Premises. Licensee is satisfied
that it has made appropriate arrangements for the care and custody of all goods,
property, equipment, materials and other items that Licensee brings on the Premises, and
agrees that the City shall have no obligation or responsibility whatsoever in connection
therewith unless due to the gross negligence or willful misconduct of the City.
7) Responsibility for Clean-Up of Public Areas. At all times during its use
of the Premises, Licensee shall be solely responsible for the necessary housekeeping
services to properly maintain the Premises in a neat and orderly manner. Licensee shall
maintain the order and cleanliness of the Premises on a daily basis,and shall be responsible
for the removal of trash, rubbish, and garbage. If required by the City, Licensee shall
provide, at its own expense, trash receptacles throughout the Premises in an amount
sufficient to maintain the cleanliness of the area. Licensee shall also instruct and monitor
its employees and contractors to assure that trash, rubbish, and garbage are immediately
picked up on the Premises.
8) Services to be Provided by the City's Parking Department. The City's
Parking Department shall remove all signs on the Premises prior to the first Move-In date
for each year of the Event. Licensee shall have the right to bag all parking meters on
Meridian Avenue between 18th and 19th Streets commencing on October 23, 2017 (the first
Move-In date)and ending on December 21, 2017(the final Move-Out date).
9) Right of First Refusal.. Provided that Licensee has at all times fully
complied with its obligations under this License, and subject to the terms of this paragraph,
Licensee shall have the Right of First Refusal and Renewal to use the Premises for the
2018 Event, from October 22, 2018 — December 20, 2018 (the "2018 Dates"), subject to
Section 10 below. "Right of First Refusal and Renewal" shall mean the right, before any
other licensee or potential licensee, to use the Premises for the Event on the 2018 Dates,
on such terms as may be mutually agreed-upon by Licensee and the City. . In order to
exercise the Right of First Refusal and Renewal, Licensee must give written notice to the
City by no later than December 15, 2017, after which the Licensee and the City shall enter
into a license agreement for the 2018 Dates in substantially the form of this License, with
such changes that may be negotiated by the Parties in good faith. In the event Licensee
fails to give written notice exercising the Right of First Refusal and Renewal by
December 15, 2017, Licensee's Right of First Refusal and Renewal shall be null and void,
and Licensor shall be free to license the Premises to any third party on the 2018 Dates, in
its discretion.
10) MBCC Project: Construction interruption. Notwithstanding Section 9
or any other provision of this License to the contrary, in the event the City determines that
due to the progress of construction activity at the Miami Beach Convention Center,
including construction of a public park at or around the Premises during 2018, the City
needs to either (a) utilize the Premises for such construction or (b) make the Premises
available to accommodate Art Basel in the event that portions of the Miami Beach
Convention Center are
Page 2514 of 3438
not available for use by Art Basel for its 2018 event due to construction delays, then
the City shall provide Licensee with notice of termination of the license agreement to
be entered into between the Parties pursuant to Section 9 (if any) for the 2018 Event not
later than July 1, 2018, and the license agreement for the 2018 Event shall be null
and void. In the event the City terminates the license agreement for the 2018 Event
pursuant to this Section 10, the City shall have no obligation to identify any alternative
accommodations for Licensee, or any monetary obligation or liability to Licensee
whatsoever, and Licensee hereby accepts all risks with respect thereto.
Licensee acknowledges and agrees that it shall not have any claim, demand, or cause of
action of whatever kind or nature, against the City, its officials, employees, agents,
and/or contractors, including, without limitation, claims for interference in business or
damages for business interruption, due to such closure for the reasons set forth above
in this Section 10. If possible, the City will use reasonable efforts to provide Licensee
with one (1) year notice.
11) Indemnification. Licensee shall indemnify, defend and hold the City,
its officers, employees, contractors, and agents, harmless from and against any and
all claims or causes of action (whether groundless or otherwise) by or on behalf of
any persons, firm or corporation, for personal injury, propelty damage, or other
occurring upon the Premises occasioned in whole or in part by any of the following:
a. an act of omission on the part of Licensee or any officer, employee,
contractor, agent, invitee, guest, or assignee of Licensee;
b. any misuse, neglect, or unlawful use of the Premises by Licensee or any
officer, employee, contractor, agent, guest, invitee, or assignee of
Licensee; and/or
c. any breach, violation, or nonperformance of any undertaking by Licensee
under this License.
Licensee agrees to pay, and shall pay, for all damage to the Premises caused by
Licensee or any employee, contractor, agent, guest, invitee, or assignee of Licensee.
12) insurance. This License shall not be effective, nor shall Licensee take
possession of the Premises, until all insurance required under this section has been
obtained and such insurance has been approved by the City's Risk Manager. Licensee
shall maintain and carry insurance sufficient to cover the operations and activities to be
carried out on the Premises, including the following minimum insurance:
1) General Liability, in the amount of $1,000,000.00. A certified copy of
Licensee's Insurance Policy must be filed and approved by the Risk Manager
prior to commencement. The CITY OF M IAMI BEACH, FLORIDA must be
named as an Additional Insured.
2) Workers' Compensation & Employers Liability, as required pursuant to Florida
Statutes. A certified copy of Licensee's Insurance Policy must be filed and
approved by the Risk Manager prior to commencement.
Page 2515 of 3438
3) Automobile Insurance, in the amount of $1,000,000.00. A certified copy of
Licensee's Insurance Policy must be filed and approved by the Risk Manager
prior to commencement. THE CITY OF MIAMI BEACH, FLORIDA must be
named as an Additional Insured.
4) All-Risks Property and Casualty Insurance, written at a minimum of 80% of
replacement cost value and with replacement cost endorsement, covering the
non-permanent structures and floor coverings owned by Licensee.
5) Liquor Legal Liability Insurance, with policy limits of $2,000,000.00 per
occurrence, naming the CITY OF MIAMI BEACH, FLORIDA, as an additional
insured, either as an endorsement to Licensee's General Liability policy or
as a separate policy. Licensee shall provide the City with evidence of this
insurance prior to selling or serving alcoholic beverages at or from the
Premises. If Licensee fails to obtain or to continue this coverage, Licensee
shall immediately discontinue selling and serving alcoholic beverages from the
Premises. Licensee may also satisfy this requirement by ensuring that a third
party selling and serving such beverages maintains such insurance.
All insurance policies must be issued by companies authorized to do business under
the laws of the State of Florida. The companies must be rated no less than "B+" as to
management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent.
13) Default and Termination. The following actions (a) through (e) shall
constitute an event of default by Licensee:
a. If Licensee abandons or vacates the Premises during any of the dates
provided for its use of the Premises hereunder, other than as
consistent with moving in or out;
b. If Licensee fails to timely pay any amount due, as required by this
License;
c. If Licensee fails to discharge or bond off any lien filed on the Premises,
within five (5) days of written notice from Licensor;or
d. If Licensee fails to perform in accordance with any of the other terms and
conditions herein contained and such default is not cured within ten (10)
days after written notice from Licensor; or
e. If Licensee fails to comply with the insurance requirements in Section
12 hereof and such default is not cured within twenty-four (24) hours of
verbal or written notice from the City.
In the event of a default by Licensee, and where such default is not cured within the
applicable period, the City may terminate this Agreement without further notice to
Licensee. Licensee shall immediately surrender possession of the Premises, as well as
removing any personal property and equipment therefrom. Any personal property and
equipment not so removed shall be removed and stored at Licensee's expense.
Page 2516 of 3438
Additionally, in the event of a termination hereunder, the City may also pursue any and
all remedies,whether at law or equity,available to seek redress for such default.
14) Bankruptcy and Insolvency. If Licensee is adjudicated bankrupt or
makes an assignment for the benefits of creditors, the City shall have the right to
immediately terminate this Agreement and re-enter the Premises without notice or demand.
15) Sublicense and Assignment. Licensee shall not sublicense the Premises
or any part thereof, nor assign this License, without obtaining the City Manager's prior
written approval, which approval may be given, if at all, at his/her sole and absolute
discretion. Nothing herein shall prohibit Licensee from contracting with exhibitors, sponsors
and concessions for the Event.
16) Permits and Licenses. Licensee shall be solely responsible for obtaining,
at its sole cost and expense, any and all permits and licenses necessary for its use of, and
operations on, the Premises. Licensee must obtain a City Special Event Permit, which
includes building, structural, and electrical permits. Issuance of such Special Event Permit
shall be subject to and contingent upon Licensee meeting all the requirements and
conditions of the City's administrative rules and guidelines for special events, as same
may be amended from time to time.
17) City's Right of Entry. The City, or its authorized agent or agents, shall
have the right, but not the obligation, to enter upon all or any part of the Premises at all
reasonable times for the purpose of inspecting same, preventing waste, making such
repairs as the City may consider necessary, and for the purpose of preventing fire,
and/or addressing other life safety issues. However, the City agrees that, whenever
reasonably possible, the City shall provide notice to Licensee, unless the need to enter the
Premises is an emergency, as deemed by the City, in its sole discretion, which if not
immediately addressed could cause property damage, loss of life or limb, or other injury to
persons. Nothing herein shall imply any duty on the part of the City to do any work that
under any provisions of this Agreement Licensee may be required to perform, and the
performance thereof by the City shall not constitute a waiver of the Licensee's default.
18) Security Deposit. Following execution of this License by the Parties hereto,
and in no event later than sixty (60) days prior to the first Move-In date of the Event,
Licensee shall pay to City the sum of Five Thousand Dollars ($5,000), as security for the
faithful performance by Licensee of the terms, conditions and covenants of this License. in
the event of Licensee's default of a term, condition and/or covenant of this License, the
City shall be entitled to retain such Security Deposit. In the event that Licensee shall
fully comply with all of the terms, conditions, and covenants of this Lease, the Security
Deposit shall be returned to Licensee, without interest,at the end of the Term.
19) Sponsorship. The City of Miami Beach will be recognized as a sponsor of
the Event. As such, the City will receive recognition (logo in catalogue, logo on the
Design Miami/
Page 2517 of 3438
website with link to the City website). In addition, the City will receive recognition in the
Design Miami/ Basel catalogue.
20) Complimentary City Tickets. Licensee agrees to provide the City
with a minimum of ten (10) complimentary VIP passes, and an additional twenty-five (25)
complimentary day passes for the Event.
21) Resident Tickets. Licensee shall provide City residents with at least
fifteen percent (15%) discount on individual day passes. The City will provide Licensee
with avenues to promote the offer (i.e. City website and newsletters).
22) Mutual Acknowledgement. Both Parties acknowledge that use of the
Premises reduces parking inventory and the availability of public parking for attendees of
the Event.
23) Notices. All notices shall be sent to the Parties at the following addresses:
Licensor. City of Miami Beach
City Manager's Office
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: City
Manager
and
City of Miami Beach
Parking Department
1755 Meridian Avenue,Suite 200
Miami Beach, FL 33139
Attn: Director
and
Tourism and Cultural Development Department
1755 Meridian Avenue, Suite 500
Miami Beach, FL 33139
Attn: Director
Licensee:
Design Miami II, LLC
3841 NE 2nd Avenue
Suite 400
Miami, FL 33137
Attention: Craig Robins
With copies Design Miami II, LLC
to: 3841 NE 2nd Avenue
Suite 400
Miami, FL 33137
Attention: Jen Roberts
Design Miami II, LLC
And to:
Page 2518 of 3438
3841 NE 2nd Avenue
Suite 400
Miami, FL 33137
Attention: Nicole Darnell
Licensee and Licensor may change such address at any time upon giving the other
Party written notification. All notices under this License must be in writing and shall be
deemed to be served when delivered to the address of the addressee. All notices
served by mail shall be registered mail, return receipt requested. Licensee may
designate additional persons for notification of default.
24) Force Majeure. City does not guarantee the uninterrupted use of the
Premises, as the use of the Premises may be suspended or delayed by reason of
"force majeure" as defined herein. No Party will be liable or responsible to the other
Party for any delay, damage, loss, failure, or inability to perform caused by "force
majeure" if notice is provided to the other Party within ten (10) days of the date on
which such Party gains actual knowledge of the event of "force majeure" that such
Party is unable to perform. The term "force majeure", as used In this subsection, means
the following: an act of God, strike, war, public rioting, terrorism, unusual tidal activity
affecting the use of the Premises, fire, hurricane, explosions, epidemics,
earthquakes, floods, civil disturbances, and any other similar cause which is not
reasonably within the control of the Party whose performance is to be excused, and by
which the exercise of due diligence could not be reasonably prevented or overcome.
25) Waiver. No waiver by Licensor any time of any of the terms or conditions
of this License shall be deemed at any time thereafter a waiver of the same or any
other term or conditions hereof.
26) Severability. If any term or provision of this License or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this License, or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term and provision of this License
shall be valid and be enforceable for the fullest extent permitted by law.
27) Governing Law; Venue. This License shall be governed by and construed
in accordance with the law of the State of Florida. This License shall be enforceable in
Miami- Dade County, Florida, and if legal action is necessary by either Party with respect
to the enforcement of any or all of the terms or conditions herein exclusive venue for the
enforcement of same shall lie in Miami-Dade County, Florida. By entering into this
License, Licensee and Licensor expressly waive any rights either Party may have to a
trial by jury of any civil litigation related to,or arising out of, this License.
28) Limitation of Liability. City desires to enter into this License only if in
doing so the City can place a limit on the City's liability for cause of action for money
damages due to an alleged breach by the City of this License, including but not limited
to a delay or failure to provide the Premises to Licensee, so that the liability of the
City for any such breaches never
Page 2519 of 3438
exceeds the aggregate total sum of $10,000. Licensee hereby expresses its
willingness to enter into this License with Licensee's recovery from the City for any
damage action for all matters arising under this License to be limited to a maximum
aggregate total amount of $10,000. Accordingly,and notwithstanding any other term
or condition of this License, Licensee hereby agrees that the City shall not be liable to
Licensee for damages in an aggregate total amount in excess of $10,000, for any
action or claim for breach of contract or otherwise arising out of the performance or
nonperformance of any obligations imposed upon the City by this License. Nothing
contained in this paragraph or elsewhere in this License is in any way intended to be
a waiver of the limitation placed upon the City's liability as set forth in Florida Statutes,
Section
768.28.
IN WITNESS WHEREOF, the Parties hereto have caused this License to be
executed by their appropriate officials,as of the date first entered above.
ATTEST: LICENSOR/Cf"�y . :/ tAMI BEACH
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WITNESS: Lg. ,//,G C....
By: ANNA Vito-1A�M S
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CEO Yl CL TikE5 I TX NT
Print Name
WITNESS:
By:
Print Name
Page 2520 of 3438
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Resolutions- R7 T
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: July 26, 2017
SUBJECT A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER (AS SET FORTH IN THE CITY COMMISSION MEMORANDUM
ACCOMPANYING THIS RESOLUTION) AND WAIVING, BY 5/7TH VOTE, THE
COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN
THE BEST INTEREST OF THE CITY;AND APPROVING AND AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A LICENSE AGREEMENT WITH
DESIGN MIAMI II, LLC, SUBSTANTIALLY IN THE FORM ATTACHED TO THE
COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION, FOR USE
OF PORTIONS OF THE PREFERRED PARKING LOT, LOCATED TO THE WEST
OF THE MIAMI BEACH CONVENTION CENTER, FOR A PERIOD OF
APPROXIMATELY TWO (2) MONTHS, TO HOLD THE DESIGN MIAMI SHOW
FROM DECEMBER 5, 2017 THROUGH DECEMBER 10, 2017.
RECOMMENDATION
Adopt the Resolution.
ANALYSIS
On May 12, 2010, the City Commission adopted Resolution No. 2010-27384 approving a License
Agreement between the City and Design Miami to hold the December Design Miami Show in the
Preferred Parking Lot (P-Lot) in 2010, 2011 and 2012. The P-Lot provides Design Miami with
sufficient space to construct a temporary exhibition structure to host the show. The Preferred
Parking Lot was identified as the most compatible space, as it was agreed by all parties that it
provides for opportunities for synergy between Design Miami and Art Basel Miami Beach.
On October 24, 2012, the City Commission adopted Resolution No. 2012-28039 approving a
License Agreement with Design Miami for 2013, 2014, 2015, and 2016. On July 18, 2014, the City
Manager notified Design Miami that due to the Convention Center Renovation and Expansion
project, the City will close all, or a portion of, the P-Lot and it would not be available for the 2016
Design Miami show. As such, the City notified Design Miami of the City's termination of the License
Agreement effective December 25, 2015.
As a result of the notice of termination to Design Miami, the City entered into a contract with the
Construction Manager for the Convention Center Renovation and Expansion, Clark Construction
(Clark), which includes full use of the P-Lot upon commencement of construction to use for
construction staging and labor parking.
Page 1883 of 2495
The Administration and Clark Construction worked to find a solution that allowed Design Miami to
remain in the P-Lot for 2016.
Clark was allowed to take 450 parking spaces in the 17th Street garage for the labor force that was displaced during
the entire time Design Miami took possession of the site. Design Miami paid for 50%of the parking and Clark paid
for 50%of the parking—all totaling$48,000.
All parties have agreed to a continuation of these terms.
ABOUT DESIGN MIAMI
Design Miami is a marketplace for limited-edition design from the most reputable international design
galleries who present curated exhibitions of museum-quality furniture, lighting, and objects d'art. It
attracts the highest level of private and public collectors of historical and contemporary design, much
like Art Basel Miami Beach does with modern and contemporary works of art. Participating galleries
deal mainly in exceptional design objects from the advent of Modernism (circa 1900) to present day,
with select galleries specializing in 18th and 19th century antiques.
Design Miami produces two shows each year: Design Miami/Basel in June, and Design Miami in
December. The December show has been produced in the Design District since 2005, and the June
show in Basel since 2006. Craig Robins is a principal of the fairs, which are organized in partnership
with MCH Swiss Exhibition, the producers of Art Basel and Art Basel Miami Beach.
PROPOSED TERMS
The proposed Agreement with Design Miami for use of the portion of the Preferred Parking Lot, as
designated by Clark Construction, has the following terms:
V
1. Term
General "P-Lot Set-Up Area":
October 24, 2017— December 4, 2017 Move-In
December 5, 2017—December 10, 2017 Show Days
December 11, 2017— December 21, 2017 Move-Out
Provided that Licensee has at all times fully complied with its obligations under this Agreement, and
subject to the terms of this paragraph, Licensee shall have the Right of First Refusal and Renewal to
use the Premises for the 2018 Event. "Right of First Refusal and Renewal" shall mean the right,
before any other licensee or potential licensee, to use the Premises for the Event on the 2018 Dates,
on such terms as may be mutually agreed-upon by Licensee and the City. In order to exercise the
Right of First Refusal and Renewal, Licensee must give written notice to the City by no later than
December 15, 2017, after which the Licensee and the City shall negotiate, in good faith, to enter into
a license agreement for the 2018 Dates in a form acceptable to all Parties. In the event Licensee
fails to give written notice exercising the Right of First Refusal and Renewal by December 15, 2017,
Licensee's Right of First Refusal and Renewal shall be null and void, and Licensor shall be free to
license the Center to any third party on the 2018 Dates, in its discretion. Failure to enter into a
license agreement for the 2018 Dates prior to February 23, 2018 shall not constitute a failure to
properly exercise this Right of First Refusal and Renewal.
2 . Beginning on the DM Move In date and ending on the day before the Event Start date, and
beginning on the day after the Event End date and ending on the DM Move Out date:
Page 1884 of 2495
a. Clark shall vacate the area depicted in Exhibit 1 as Design Miami.
b . The City shall provide 450 parking spaces in the 17th Street Garage
for Clark's trade contractor parking.
c. Design Miami shall be allowed to construct/deconstruct its tent in the
area depicted in Exhibit 1 as Design Miami.
3. Beginning on the Event Start date and ending on the Event End date:
a . Design Miami shall utilize the area identified as Design Miami in
Exhibit 2
b . Clark shall reduce the Unloading and Material Lay-Down/Storage
area as shown in Exhibit 2 and shall limit the use of the 17th Street Garage to
construction office personnel only.
4. Costs& Reimbursements
a. Design Miami shall pay its usual and customary rent for use of the P-Lot.
Event parking rate of$22.50 (1.5% turnover) per day during
Event and 1/4 of lot used.
#of Event Rental Rate #of Total
Days Spaces
p/space p/day
15 $22.50 250 $84,375
Rental payment for 2017 will be made as follows:
50%on or before October 16, 2017; and
• balance(50%)on or before November 28, 2017
b. In addition, Design Miami shall pay the City of Miami Beach $107 per
space, per month, estimated at $48,150 per month for the rent of 450 spaces in
the 17th Street Garage spaces plus the cost of off-duty police officers to support
garage ingress and egress.
c . Design Miami shall be permitted to install fencing at the perimeter of
the Premises, subject to complying with all City and Miami-Dade County
requirements including, without limitation, permitting requirements. Design Miami
shall also be responsible for all costs, including but not limited to, the removal,
storage, and replacement of the e)dsting fence. Design Miami shall also be
permitted to install tents and other equipment necessary for the Event, subject to
complying with all City and Miami-Dade County requirements including, without
limitation, permitting requirements. All installations and improvements shall be
further subject to current applicable building codes, and shall comply with all
applicable City, County, State and Federal Laws.
d . Design Miami is required to use generators to power their event site
because electrical power in the Premises is no longer available.
e . Design Miami shall also be responsible for all costs associated with
moving any and all construction trailers, as approved and authorized by Clark,
and return same to the location identified by Clark no later than December 22,
2017. Design Miami shall also be responsible for all costs associated with the
removal, installation, storage and signage for the fencing at the Premises.
Clark currently has full use and control of the P-Lot under their contract, but has agreed to
accommodate Design Miami and the City by relocating labor parking to the 17th Street Garage as
long as Clark does not have to pay for the use of those parking spaces and as long as those parking
spaces are within reasonable walking distance to the construction site.
Page 1885 of 2495
CONCLUSION
The Administration recommends adopting the attached Resolution which approves substantive terms
of a Parking Use Agreement between the City and Design Miami for use of the Preferred Parking Lot
for the Design Miami fair.
KEY INTENDED OUTCOMES SUPPORTED
Ma'amize The Miami Beach Brand As A World Class Destination
Legislative Tracking
Tourism, Culture and Economic Development
ATTACHMENTS:
Description
o Design Miami 2017 lease
o Resolution
Page 1886 of 2495