Amendment No. 3 to the Agreement with Global Spectrum L.P. gen 2014- Vg96
AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
• GLOBAL SPECTRUM L.P.
FOR THE MIAMI BEACH CONVENTION CENTER
This Amendment No. 3 to the Management Agreement, dated October 7, 2013, by and
between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation duly
organized and existing under the laws of the State of Florida, having its principal office at
1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City"), and GLOBAL
SPECTRUM, L.P., a Delaware limited partnership, d/b/a Spectra Venue Management,
whose current address is 150 Rouse Blvd., Philadelphia, PA 19112 ("Global") is made
and entered into this Z7 day of gCtp-rOre t , 2019.
RECITALS
WHEREAS, the City of Miami Beach and Global Spectrum, L.P., d/b/a Spectra
Venue Management ("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 ("Convention Center") and the Colony Theatre (collectively,
the "Facilities") (the Management Agreement, as amended, 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, on October 21, 2015, the Mayor and City Commission adopted in
Resolution No. 2015-29191, approving Amendment No. 1 to the Agreement, extending
the term thereof through September 30, 2020; and
WHEREAS, pursuant to a letter dated September 23, 2016, the City and Global
confirmed the City's termination for convenience of Global's responsibilities as manager
and operator of the Colony Theatre, as permitted in subsection 12.2(c) of the
Agreement; and
WHEREAS, on September 12, 2018, the Mayor and City Commission adopted in
Resolution No. 2018-30508, approving Amendment No. 2 to the Agreement, which was
entered into on October 15, 2018, extending the term thereof through September 30,
2022; and
WHEREAS, Global advised the Administration that it has incurred approximately
two hundred thousand dollars ($200,000) in expenses, during calendar year 2018, in
employee severance costs, recruiting fees and interim General Manager support costs,
1
which expenses were not charged to the Convention Center Facility Operating Budget;
and
WHEREAS, Global has proposed not charging these costs to the Facility
Operating Budget, and treating these costs as a capital contribution, to be amortized on
Global's books over the period from October 1, 2018 to September 30, 2022 (the "2018
Capital Contribution"); however, the City will not be obligated to reimburse Global for the
2018 Capital Contribution, even in the event of an early termination of the Agreement;
WHEREAS, pursuant to the Agreement, Global pays the City an annual
contribution of $15,000 ("Scholarship Contribution"), as defined in Section 5.10(c), for
use in connection with a scholarship fund for in-need Miami Beach residents pursuing a
career in facility management and/or the hospitality and tourism industry; and
WHEREAS, the Scholarship Contribution has been accumulating, from 2004
through 2018, and has a current balance of$242,750; and
WHEREAS, Global and the Administration have agreed to repurpose of the
Scholarship Contribution for use in connection with annual internships within the Miami
Beach Convention Center, to be administered by the City, in collaboration with the Miami
Beach Convention Center, until the balance is depleted; and
WHEREAS, the City and Global have agreed to increase the Global monthly
impress amount for the operation of the Miami Beach Convention Center, as referenced
in Section 5.1 of the Agreement ("Operating Funds"), from $500,000 to an amount not to
exceed $1,000,000; and
WHEREAS, on September 11, 2019, the Mayor and City Commission adopted
Resolution No. 2019-30986, approving, in substantial form, Amendment No. 3 to the
Agreement, incorporating the terms and conditions contained 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. The City and Global hereby recognize the 2018 Capital Contribution as a capital
contribution, which will be amortized on Global's books over the period from October 1,
2018 to September 30, 2022; however, in no event, including, without limitation, the
early termination of the Agreement, will the City be responsible for reimbursing Global
for any portion of the 2018 Capital Contribution.
3. Any provisions relating to the operation of the Colony Theatre under the
2
Agreement including, without limitation, Section 2.2(d), Exhibit "C", and Subsection
Section 4.1(b)(ii) (Management Fee) are hereby deleted and of no further effect.
4. The definition of"Facility" and/or "Facilities" in Section 1 ("Definitions"); is hereby
deleted in its entirety and replaced with the following:
"Facility" and/or "Facilities" - as to the Convention Center, having a physical address
of 1901 Convention Center Drive, Miami Beach, Florida 33139 (as defined in the
Recitals section of the Agreement), shall include the entire Facility complex
including, without limitation, the exhibit halls, meeting rooms, common areas, lobby
areas, executive offices, storage and utility facilities, and the entrances and loading
dock areas. If, during the Term, the City elects to have Global manage, promote, and
operate other City facilities pursuant to Section 2.2(b) hereof (the "Additional
Facilities"), such other facilities shall also be deemed included within the definition of
Facility and/or Facilities hereunder.
5. Section 5.1 is hereby amended as follows:
5.1 Operating Funds.
Subject to Section 5.2 hereof, following the approval of the annual operating
budget for a Fiscal Year (including, without limitation, any annual operating
budget applicable to the first Fiscal Year during the Term hereof), the City shall
make available to Global funds necessary to pay all Operating Expenses
incurred or accrued in such Fiscal Year. To the extent that Operating Revenues
during a calendar month are insufficient, to cover Operating Expenses and with
respect to the first quarter of a Fiscal Year, the amount of the projected Incentive
Fee payable pursuant to Section 4.3 hereof for the prior Fiscal Year ("Cash Flow
Shortfall") for such period, the City shall advance funds to Global as follows:
Within Thirty (30) days following the end of a month, Global will submit to the City
Manager, for his approval, a statement/invoice summarizing the deficit or surplus
in a Facility account (described in Section 5.6 hereof) over the agreed upon
impress combined Facility account balance for the Convention Center and
Colony. Such imprest amount shall not exceed will-be $500,000 $1,000,000 and
will represent the combined balance of the Convention Center Facility account
(Convention Center and Colony) at the end of each month. If, at the end of such
month, the combined operating balance is greater than $500,000 $1,000,000, the
surplus amount over $500,000 $1,000,000 will be given back to the City in the
form of a check, accompanied by a statement/invoice with appropriate bank
reconciliations for the operating account as back up. If, at the end of such month
the combined operating balance is less than $500,000 $1,000,000, the deficit
and the appropriate bank reconciliations documenting such deficit will be
invoiced to the City for payment.
6. Section 5.10(c) is hereby deleted in its entirety and replaced with the following:
(c) Internships. Global shall contribute to the City Fifteen Thousand Dollars
($15,000) annually during the Term hereof toward the establishment of an internship
fund, which will give preference to qualifying in-need Miami Beach residents pursuing
a career in facility management and/or the hospitality and tourism industry (the
3
"Internship Contribution"). Said fund will be owned and administered by the City and
applicants will be reviewed and recommended by Global and the City. Payment of
the Internship Contribution shall be made within thirty (30) days of the
commencement of each Contract Year during the Term hereof.
7. The sections, commencing after the first full paragraph of subsection 13.7
(Notices), containing the City addresses for notice purposes are hereby deleted and
replaced with the following:
To the City:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: City Manager
AND
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: City Attorney
AND
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Tourism & Culture Director
To Global:
Global Spectrum, L.P.
d/b/a Spectra Venue Management
150 Rouse Blvd.
Philadelphia, PA 19112
Attn: President
AND
Global Spectrum, L.P.
d/b/a Spectra Venue Management
150 Rouse Blvd.
Philadelphia, PA 19112
Attn: General Counsel
4
8. Subsection 13.14 is hereby deleted in its entirety and replaced with the
following:
13.14 Global's Compliance with Florida Public Records Law
(A) Global shall comply with Florida Public Records law under Chapter 119,
Florida Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section
119.011(12), which means all documents, papers, letters, maps, books, tapes,
photographs, films, sound recordings, data processing software, or other
material, regardless of the physical form, characteristics, or means of
transmission, made or received pursuant to law or ordinance or in connection
with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if Global meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), Global shall:
(1) Keep and maintain public records required by the City to perform
the service;
(2) Upon request from the City's custodian of public records, provide
the City with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in Chapter 119, Florida Statutes or as otherwise
provided by law.,
(3) Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed,
except as authorized by law, for the duration of the contract term and
following completion of the Agreement if Global does not transfer the
records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City,
all public records in possession of Global or keep and maintain public
records required by the City to perform the service. If Global transfers all
public records to the City upon completion of the Agreement, Global shall
destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If Global keeps and
maintains public records upon completion of the Agreement, Global shall
meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the
City's custodian of public records, in a format that is compatible with the
information technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's
contract for services must be made directly to the City. If the City does not
possess the requested records, the City shall immediately notify Global of
the request, and Global must provide the records to the City or allow the
5
records to be inspected or copied within a reasonable time.
(2) Global's failure to comply with the City's request for records shall
constitute a breach of this Agreement, and the City, at its sole discretion,
may: (1) unilaterally terminate the Agreement; (2) avail itself of the
remedies set forth under the Agreement; and/or (3) avail itself of any
available remedies at law or in equity.
(3) If Global fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Global to compel production of
public records relating to the City's contract for services, the court shall
assess and award against Global the reasonable costs of enforcement,
including reasonable attorneys'fees, if:
a. The court determines that Global unlawfully refused to comply
with the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff
provided written notice of the public records request, including a
statement that Global has not complied with the request, to the City
and to Global.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's
custodian of public records and to Global at Global's address listed on its
contract with the City or to Global's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global
Express Guaranteed, or certified mail, with postage or shipping paid by
the sender and with evidence of delivery, which may be in an electronic
format.
(3) If Global complies with a public records request within 8 business
days after the notice is sent, Global shall not be liable for the reasonable
costs of enforcement.
(E) IF GLOBAL HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
GLOBAL'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(c�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
6
9. A new subsection 13.15 (Prohibitions Regarding Sale or Use of Expanded
Polystyrene Food Service Articles, Single Use Plastic Beverage Straws, and Single- Use
Plastic Stirrers) is added to the Agreement, as follows:
13.15 Prohibitions Regarding Sale Or Use Of Expanded Polystyrene Food
Service Articles, Single Use Plastic Beverage Straws, And Single-Use
Plastic Stirrers.
13.15.1 Global hereby agrees and acknowledges that, pursuant to Section 82-7 of
the City Code, as may be amended from time to time, Global shall not sell, use,
provide food in, or offer the use of expanded polystyrene food service articles (as
defined in City Code Section 82-7) in City facilities or on City property, in
connection with any services performed pursuant to this Agreement. A violation
of this section shall be deemed a default under the terms of this Agreement.
Notwithstanding the above, this section shall not apply to expanded polystyrene
food service articles used for prepackaged food that have been filled and sealed
prior to receipt by Global.
13.15.2 Additionally, Global agrees and acknowledges that, pursuant to Section
82-8 of the City Code, as may be amended from time to time, Global shall not
sell, use, provide food inn or offer the use of single-use plastic beverage straws or
single-use plastic stirrers (as defined in City Code Section 82-8) in City facilities
or on City property, in connection with any services performed pursuant to this
Agreement. A violation of this section shall be deemed a default under the terms
of this Agreement. Notwithstanding the above, the requirements of Section 82-8
shall not restrict Global from providing a beverage with, or offering the use of, a
single-use plastic beverage straw or single-use plastic stirrer to an individual with
a disability or medical condition that impairs the consumption of beverages
without a single-use plastic beverage straw or single-use plastic stirrer.
13.15.3 As additional consideration for this Agreement and as an
additional public benefit, separate and apart from the foregoing Sections 82-7,
82-8 and 46-92(c) of the City Code, as may be amended from time to time,
Global agrees:
13.15.3.1 not sell, use, provide food in, or offer the use of
expanded polystyrene food service articles in the
Facility. A violation of this section shall be deemed a
default under the terms of this Agreement.
Notwithstanding the above, this section shall not apply
to expanded polystyrene food service articles used for
prepackaged food that have been filled and sealed prior
to receipt by Global; and
13.15.3.2 not sell, use, provide food in, or offer the use of
single-use plastic beverage straws or single-use plastic
stirrers in the Facility. A violation of this section shall be
deemed a default under the terms of this Agreement.
Notwithstanding the above, Global shall be permitted
to providing a beverage with, or offering the use of, a
single-use plastic beverage straw or single-use plastic
7
stirrer to an individual with a disability or medical
condition that impairs the consumption of beverages
without a single-use plastic beverage straw or single-
use plastic stirrer.
10. No Further Modifications. Except as provided in this Amendment, 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.
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, FLORIDA
„L f --1),
Rafael7 (4 .anadoCty Clerk zilli-------- -qv
Dan Gelber, Mayor
:,=mac;,'\1 ISR-144%
G •BA ''PECTRUM, L.P. d/b/a
(-1, ' ;If��CURP ORATED.) * j -
' pec . enue Management
ATTEST: <I�,; i.."..... '\Q. /
''''=.'2f277.-, i hief 0•- .(rig Officer
Secretary ,S a(^^ P-
Pr 'a
1
APPROVED AS TO
FORM & LANGUAGE
& FOR EXE UTION o�
(.,�:2(( V
City Attorne . 9 Dote