Amendment #2 to License Agreement with Global Spectrum, L.P. d/b/a Spectra Venue Management and Art Basel U.S. Corp y
• AMENDMENT #2 TO MIAMI BEACH LICENSE AGREEMENT
THIS AMENDMENT M2 TO MIAMI BEACH LICENSE AGREEMENT (this
"Amendment") is dated September /. ,202Z (the"Amendment#2")by and between Global
Spectrum, L.P., d/b/a Spectra Venue Management, a Delaware limited partnership, as agent on
behalf of the City of Miami Beach, Florida ("Licensor"), and Art Basel U.S. Corp, a Florida
corporation("Licensee"),and the City of Miami Beach,Florida,a municipal corporation("Owner")
(collectively referred to as"Parties",or singularly as a"Party",as the case may be).
WHEREAS,the Parties entered into that certain License Agreement for the Miami Beach
• Convention Center,dated on or about August,2017,a copy of which is attached hereto as Exhibit
A(the"License Agreement")for the licensing of the Premises at the Center for a multiyear period
of time;and
WHEREAS,on September 2,2020,Licensor and Licensee entered into Amendment#Ito
the License Agreement to cancel the 2020 Event due to the COVID-I9 pandemic ("Amendment
#1");and
WHEREAS, the Parties desire to amend the License Agreement in the manner provided
in this Amendment#2.
NOW THEREFORE,in consideration of these premises and the mutual covenants and
agreements of the parties,each of the Parties hereto agrees as follows:
AGREEMENT
1. Definitions,Capitalized terms used herein but not otherwise defined herein shall
have the meanings assigned to such terms in the License Agreement.
2. Amendment 112 of Liccrue Agreement,The License Agreement is hereby amended
to reflect the following:
A. The following shall REPLACE the 2021 Annual Show in Section l.A ofthe License
Agreement:
Portion of Facility(Premises) License Period for Fach Annual Show License Fee
The Premises. 2021 The License Fee for the 2021 Show shall be
S 100,000
11/14(7:00 AM.)-11/29202t Move-1n
• 1 1/30(Tu)-12/042021(Sa) Show Notwithstanding anything to the contrary in this
12/05-12/102021(11:59 P.M) Move•our• License Agreement.the License Fee for the 202 I
Show shall be due and payable 30 days front the
(Thur.,11/25/202 is Thanksgiving Day:option date of execution of this Amendment#2
for License to use for Move-in upon notice,with
the Licensee Fee to be adjusted on a pro rata Solely for calculating the License Fee for
basis for each additional Jay,in an amount equal subsequent years,the 2021 license Fee shall be
to 126•of the 2021 License Fee considered the 2020 Licensee Fee of S765,000,
subject to adjustment by the greater or(z)two
•Specific dates for Move In,Show,and Move percent (2%), or (y) inflation measured by
Out may be changed upon 60 days prior written utilizing the United States Bureau of Labor
notice by Licensee to Licensor and Owner, Statistics,Consumer Price Index for All Urban •
provided license period is generally within Nov Consumers;US City Average(on an October 1
20 to Dec.15 period. to September 30 fiscal year basis).
B. The following shall be ADDED to the end of Section I.A of the License Agreement;
orovideJ_however that this shall be inapplicable and inoperative in the event that the
2021 Show is cancelled or does not take place:
Portion of Facility(Premises)
License Period tin Each Annual Show I License Fee
The Premises 2024 2023 License Fee,subject to adjustment by the
greater of(x)two percent(2%),or(y)inflation
11/17(7:00 A M.)-12/03/2024 Move-In measured by utilizing The United States Bureau
12/04(Wed)-12/08/2024(Sun) Show rsf'LaborStntictics,Consumer Price Index for All
12109-12/13/2024(11:59 P.M.) Move-Out• Urban Consumers; US City Average(on an
October 1 to September 30 fiscal year basis)
(Thur., I I/2812024 is Thanksgiving Day; ("2024 License Fee"),plus applicable Florida
option for License to use for Move-in upon State Rental Tax.
notice.with the Licensee Fee to be adjusted on u
pro rata basis for each additional day, in an Number of Days a 26 day
amount equal to /26''of the 2024 License Fee (excluding Thanksgiving)
'Specific dales fur Move In,Show,and Move Any additional days in excess of the 26 day
Out may be changed upon 90 days prior written annual License Period referenced herein, if
notice by Licensee to Licensor and Owner, requested by Licensee,shall be subject to mutual
provided license period is generally within Nov agreement of the parties,with the License Fee to
20 to Dee 15 period. he adjusted on a pro rata basis for each additional
day,in on amount equal to I/26•of the 202e
License Fee.
The Premises 2025 2024 License Fee,subject to adjustment by the
greater of(a)two percent(2%),or(y)inflation
11/16(7:00 A M)-12/02/2025 Move-In measured by utilizing the United States Bureau
12/03(Wed)•12/07/2025(Sun) Show of LaborStotistics,Consumer Price Index for All
12N8-12/12/2025(11.59 P.M.) Move-Out' ltrban Consumers; US City Average(on an
October I to September 30 fiscal year basis)
(Thur., 1 It 2722025 is Thanksgiving Day; ("2025 License Fee"),plus applicable Florida
option for License to use for Move-in upon Stale Rental Tax.
notice,with the Licensee Fee to be adjusted on a
pro rota basis for each additional day, in an Number of Days 26 day
amount equal to I/26a of the 2025 License Fee (excluding Thanksgiving)
•Specific dates for Move In,Show,and Move Any additional days in excess of the 26 day
Out may be changed upon 90 days prior written annual License Period referenced herein, if
notice by Licensee to Licensor and Owner, requested by Licensee,shall be subject to mutual
provided license period is generally within Nov agreement of the parties,with the License Fee to
20 to Dec.15 period be adjusted on a pro rota basis for each additional
day,in en amount equal to I/26'of the 202x
License Fee.
The Premises 2026 2025 License Fee,subject to adjustment by the
greater of(x)two percent(2%),or(y)inflation
11/15(7'00 A.M.)-12/01/2026 Move-1n measured by utilizing the United States Bureau
12/02(Wed)-12/06/2026(Sun) Show of Labor Statistics,Consumer Price Index for All
12/07-12/11/2026(1159 P.M.) Move-Out• Urban Consumers; US City Average(on on
October I to September 30 fiscal year basis)
(Thur., I I/26/2026 is Thanksgiving Day: ("2026 License Fce"),plus applicable Florida
option for License to use for Move-in upon State Rental Tex.
notice,with the Licensee Fcc to be adjusted on a
pro rata basis for each additional day, in an Number of Days—26day
amount equal to 1/26'"o1'the 2026 License Fee (excluding Thanksgiving)
•Specific dales for Move In,Show,and tvtovc Any additional days in excess of the 26 day
Out may be changed upon 90 days prior written annual License Period referenced herein, if
notice by Licensee to Licensor and Owner, requested by Licensee.shall be subject to mutual
provided license period is generally within Nov. agreement of the parties,with the License Fee to
20 to Dec.15 period be adjusted on a pro rata basis far each additional
day,in an amount equal to 1/26'ot'the 202x
License Fce.
C. Section l.A of the License Agreement pertaining to the 2022 Show and the 2023
Show shall generally be conformed with the terms set forth in Section 2.B of this Amendment#2.
D. Section I.G.x of the License Agreement shall be amended and restated as follows;
provided,however,that that this amendment to Section 1.G.x shall be inapplicable and inoperative
in the event that the 2021 Show is cancelled or does not take place,and shall revert in such instance
to the Right of First Refusal and Renewal in the original License Agreement:
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x. RIGHT OF FIRST REFUSAL AND RENEWAL.
Notwithstanding any other provision contained within this Agreement,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 hold the Annual Show at the Center for an additional two
consecutive Annual Shows. "Right of First Refusal and Renewal"shall mean the right,before any other
licensee or potential licensee,to use the Center for the 2027-2028 Annual Shows,on the same or similar
financial terms as contained within this Agreement(including,without limitation,the License Fee rate structure
and the annual adjustments specified herein). In order to exercise the Right of First Refusal and Renewal,
Licensee must give written notice to the Licensor and Owner by no later than December 31,2025,after which
the Licensee,Licensor and Owner shall negotiate,in good faith,to enter into a license agreement for the 2027-
2028 dates in a form acceptable to all Parties prior to June 30,2026,or another mutually agreed upon date(the
"Right of First Refusal Period"). In the event Licensee fails to give written notice exercising the Right of First
Refusal and Renewal by December 3I,2025,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 or after January I,2027,in its
discretion.
E. The following shall be ADDED as a new Section 1.1 to the License Agreement:
I. CITY RESIDENT DISCOUNT FOR 2021 SHOW,
For the 2021 Show,residents of the City of Miami Beach shall be eligible to purchase tickets at the published
reduced price also offered to senior citizens,students and others,provided,however,that all tickets,including
reduced price tickets,are subject to a reduction in the number of tickets offered based on capacity constraints
due to health and safety issues as determined in Licensee's reasonable discretion. Licensee shall determine
proof of residency in its reasonable discretion.
F. The following shall be ADDED as the last sentence of Section 1I.19.A of the License
Agreement:
The parties hereto agree and acknowledge that entering into this Agreement while an Event of Force
Majeure is existing or foreseeable, is not an affirmative waiver of such party's right to subsequently
declare an Event of Force Majeure for substantially the same or other reasons and causes.
G. The initial deposit currently held by Licensor pursuant to Amendment#1 (in the
amount of US $53,550.00),shall continue to be held by Licensor on Licensee's behalf,and applied
to the 2021 License Fee or returned to Licensee upon the termination or expiration of the License
Agreement,whichever is earlier.
3. Miscellaneous Provisions.
A. Governing Law_.This Amendment shall in all respects be governed by and construed
in accordance with the laws of the State of Florida without giving effect to any conflicts of law
principles.
B. No Other Amendment. Except as expressly provided in this Amendment, the
License Agreement is and shall continue to be in full force and effect and is,in all respects,ratified
and confirmed.
C. Entire Agreement.This Amendment constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, and supersedes all prior agreements,
understandings,negotiations and discussions both written and oral,between the parties hereto with
respect to the transactions contemplated hereby.
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D. 13indin,Ayrcement This Amendment and all of the provisions hereof shall inureto
the benefit of,and be binding upon,the parties hereto and their respective heirs,devisees,successors
and assigns and are not intended to confer upon any other person any rights or remedies hereunder.
E. Recitals,The recitals set forth at the beginning of this Amendment are true and
correct in all respects and are incorporated herein by reference.
F. Counterparts,This Amendment may be executed in one or more counterparts,each
of which shall be deemed an original,but both of which together shall constitute one and the same
agreement.
[Signature page follows)
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IN WITNESS WHEREOF,the parties hereto have executed this Amendment#2 into
effect as of the date first written above.
),If FNSAR• J trENFAFE
GLOBAL SPECTRUM,L.P., ART BASEL U.S.CORP.
dWoSPECTTRRA VENUE MANAGEMENT
By:_l4'_" "&QI� By:— AA_
Name: N,--:4 1 W14 Name:Marc Spiegler
Title:General Manager Title:Director
Br'_ .
M & •"mac.frank Lasry �^
Title:Director
CITY OF M MI BEACH
e:Alien T.Hudak
Title:City Manager
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Draft:July 30,2021
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