Resolution 2023-32741RESOLUTION NO. 2023-32741
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, APPROVING AMENDMENT NO. 1 TO THE LONG-TERM
LICENSE AGREEMENT WITH DESIGN MIAMI FOR THE USE OF PRIDE PARK
FOR THE DESIGN MIAMI ANNUAL SHOW DURING A FIVE (5)-YEAR
RENEWAL TERM INCLUSIVE OF FIVE (5) CONSECUTIVE ANNUAL SHOWS
FROM 2024-2028.
WHEREAS, Design Miami was created in 2005 by Dacra's Craig Robbins as a companion
design fair for the international Art Basel Miami Beach fair held annually in the Miami Beach
Convention Center; and
WHEREAS, in December 2010, the Design Miami Show moved from the Miami Design
District to Miami Beach in the then -surface parking lot owned by the City, located west of the
Miami Beach Convention Center between 18 and 19 Streets abutting Convention Center Drive;
and
WHEREAS, on February 11, 2015, the Mayor and City Commission adopted Resolution
No. 2015-28925, approving the Miami Beach Convention Center Renovation and Expansion
Project, including the design specifications created to replace the existing surface parking lot with
a new urban public park, now designated as Pride Park; and
WHEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution No.
2017-29964, approving a revised conceptual design for Pride Park, with such design to include
an open area large enough to accommodate staging for events such as the annual Design Miami
Show; and
WHEREAS, the Administration obtained input from adjacent residents and the Design
Miami team, and based thereon, a refined schematic design was presented to and approved by
the Design Review Board at its February 6, 2018 meeting; and
WHEREAS, on October 26, 2017, the Mayor and City Commission adopted Resolution
No. 2017-30052, a copy of which is attached as Exhibit A to the Memorandum accompanying this
Resolution, approving a Long -Term License Agreement (the "Existing License Agreement")
between the City and Design Miami II LLC ("Design Miami") to occupy Pride Park during
approximately two (2) months each year in connection with the Design Miami Show (including
load -in and load -out), and
WHEREAS, the Existing License Agreement, a copy of which is attached as Exhibit B to
the Memorandum accompanying this Resolution, includes an initial term of six (6) years for the
2018-2023 Annual Shows, with one (1) five (5)-year renewal option to host the 2024-2028 Annual
Shows; and
WHEREAS, the Existing License Agreement includes the following terms:
City obligation to re -design Pride Park. The agreement provided for a
repayment of a portion of the City's redesign costs and cost of electrical
and footing improvements related to Design Miami, in the event the
agreement is terminated for convenience before 2023;
As the 2018 Design Miami Show was scheduled to occur during a period
of transition towards the new park space, the fee for the 2018 show was
$128,500, plus all applicable taxes;
Starting in 2019, an increase in fees for the use of the space from the
previous license agreement fee of $107,000 annually, to a proposed fee of
$150,000 annually, plus all applicable taxes, with a consumer price index
(CPI) escalation; and
A license period of 54 days with a commitment by Design Miami to suspend
mobilization/load-in each Veteran's Day to ensure the availability of Pride
Park for Veteran's Day celebrations.
WHEREAS, April 11, 2018, the Mayor and City Commission adopted Resolution No.
2018-30283, approving and authorizing the Administration to procced with the revised design for
Pride Park, and
WHEREAS, following the 2018 Design Miami Show, the surface lot was transformed into
Pride Park, designed to accommodate the continuation of the Design Miami Show in Pride Park;
and
WHEREAS, Design Miami has a history of partnering with the city to provide public benefit,
resident access and sponsor recognition, which has been part of the six -year term agreement
that began in 2018; and
WHEREAS, the current term expires after the 2023 Design Miami Show event but includes
a right to renew the term for an additional five years; and
WHEREAS, Design Miami properly exercised its renewal option and engaged in
negotiations with the Administration to address certain terms that will apply during the renewal
term; and
WHEREAS, Amendment No. 1 to the Long -Term License Agreement to be executed in
relation to the renewal term will incorporate the terms reflected in the Term Sheet attached as
Exhibit C to the Memorandum accompanying this Resolution into the Existing License, including
the following :
• A reduction of the term from fifty-four (54) days to fifty (50) consecutive
days, (including load -in, event days, and load -out);
• Commencing with the 2024 Design Miami Show, the base rental fee shall
be increased annually by the greater of three percent (3%) or (y) Consumer
Price Index (CPI) as of September 30 with a cap of six percent (6%);
• The City shall have the right to temporarily suspend or modify mobilization
and/or load -in and/or load -out of the Annual Show, if necessary, due to
construction activity at the planned Miami Beach Convention Center Hotel;
• A security deposit increase from $20,000 to $40,000;
• A new utility security deposit in the amount of $32,000 to cover the utility
charges that may accrue during the usage of the Park;
• Public Benefits to include an educational initiative with Miami Beach Senior
High School, a resident benefit to the adjacent Palm View Historic District
neighborhood residents with free admission and private tours of the Miami
Design District and the Craig Robins Collection. with the Administration
following the 2018 Design Miami Show, the surface lot was transformed
2
into Pride Park, designed to accommodate the continuation of the Design
Miami Show in Pride Park.
WHEREAS, the term of the license agreement between Art Basel U.S. Corp. and Global
Spectrum, L.P. (dba OVG360) in respect of the use of the Miami Beach Convention Center for
Art Basel Miami Beach ("ABMB") currently expires following the 2028 Art Basel Miami Beach
event, which coincides with the term of the renewal term for the Long -Term License Agreement
for the Design Miami Show; and
WHEREAS, based on the existing synergy between the ABMB and the Design Miami
Show, if Art Basel U.S. Corp. renews its license agreement to host the Art Basel Miami Beach
event at the Miami Beach Convention Center for additional years beyond 2028, the Administration
has determined it would make sense for the City to negotiate in good faith to extend the term of
the Long -Term License Agreement for an additional renewal term not to exceed five (5) years on
such terms as the parties shall agree; and
WHEREAS, based on direction provided by the Mayor and City Commission at its July 26,
2023 meeting, on August 3, 2023, representatives of Design Miami along with City staff met with
the Palm View Neighborhood Association (the "PVNA") to present the footprint and activation
days in Pride Park; and
WHEREAS, the Palm View Neighborhood residents suggested holding an annual meeting
between the PVNA and Design Miami and the City committed to hosting this annual meeting; and
WHEREAS, the Administration recommends approval of Amendment No. 1 to the Long -
Term License Agreement in the form attached as Exhibit D to the Memorandum accompanying
this Resolution to memorialize the terms that will apply during the five-year renewal term that
includes five (5) consecutive Annual Shows from 2024-2028.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission approve
Amendment No. 1 to the Long -Term License Agreement dated October 26, 2017 between the
City and Design M II, LLC for the use of Pride Park for the Design Miami Annual Show for an
additional five (5)-year term inclusive of five (5) consecutive annual shows from 2024-2028; and
further authorize the City Manager and City Clerk to finalize and execute Amendment No. 1.
PASSED and ADOPTED this 13 day of m&011 , 2023.
Dan Gelber, Mayor
ATTEST: APPROVED AS To
SEP 2 0 2023 EORM & FORE ECUTIONE
9/112023
City Atlornay i/� Dota
Rafael . Granado, City Clerk ,t?tq
AAIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE_ September 13, 2023
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, APPROVING AMENDMENT NO. 1 TO THE LONG-
TERM LICENSE AGREEMENT WITH DESIGN MIAMI FOR THE USE OF
PRIDE PARK FOR THE DESIGN MIAMI ANNUAL SHOW DURING A FIVE
(5yYEAR RENEWAL TERM INCLUSIVE OF FIVE (5) CONSECUTIVE
ANNUAL SHOWS FROM 2024-2028,
RECOMMENDATION
The Administration recommends the approval of Amendment No.1 to the Long -Term License
Agreement with Design Miami for the use of Pride Parts for the Design Miami Annual Show
during a five-year renewal term inclusive of five (5) consecutive Annual Shows from 2024 -
2028, with said renewal term expiring following the conclusion of the 2028 Annual Show.
BACKGROUNDIHISTORY
Design Miami was created in 2005 by Dacra's Craig Robbins as a companion design fair for
the intemational Art Basel Miami Beach fair held annually in the Miami Beach Convention
Center.
In December 2010, the Design Miami fair moved from the Miami Design District to Miami
Beach in the then -surface parking lot owned by the City, located west of the Miami Beach
Convention Center between 18 and 19 Streets abutting Convention Center Drive.
On February 11, 2015 the Mayor and City Commission adopted Resolution No. 2015-
28925, approving the Miami Beach Convention Center Renovation and Expansion Project,
including the design specifications created to replace the existing surface parking lot with a
new urban public park, now designated as Pride Paris.
On July 26, 2017, the Mayor and City Commission adopted Resolution No. 2017-29964,
approving a revised conceptual design for Pride Park, wfth such design to include an open
area large enough to accommodate staging for events such as the annual Design Miami
show. The Administration obtained input from adjacent residents and the Design Miami team
and based thereon, a refined schematic design was presented to and approved by the
Design Review Board (DRB) at the February 6, 2018 meeting.
Additionally, on October 26, 2017, the Mayor and City Commission adopted Resolution No.
2017-30052 (Exhibit A) approving a Long -Term License Agreement between the City and
Design Miami II LLC (Design Miami) to occupy Pride Parts during approximately two (2)
months each year in connection with the Design Miami Show (including load -in and load -out
for a period of six (6) years for the 2018-2023 Annual Shows, with one (1) five (5�year
Page 705 of 2938
renewal option to host the 2024-2028 Annual Shows. A coof the existing Long -Term
License Agreement is attached to this Memorandum as Exhibit Bpyy .
The 2017 approved terms included the following:
• City obligation to re -design Pride Park. The agreement provided for a repayment of
a portion of the Citys redesign costs and cost of electrical and footing improvements
related to Design Miami, in the event the agreement is terminated for convenience
before 2023.
• As the 2018 Design Miami Show was scheduled to occur during a ehod of
transition towards the new park space, the fee for the 2018 show was ?1128,500,
plus all applicable taxes.
• Starting in 2019, an increase in fees for the use of the space from the previous
license agreement fee of $107.000 annually, to 13 pfQposVd ee of
annually, plus all applicable taxes, with a consumer price index PI escalation.
• A license period of 54 days with a commitment by Design Miami to suspend
mobilizatior0oad-in each Veteran's Day to ensure the availability of Pride Park for
Veteran's Day celebrations.
On April 11, 2018, the Mayor and City Commission adopted Resolution No. 2018-30283,
approving and authorizing the Administration to proceed with the revised design for Pride Park.
Following the 2018 Annual Show, the surface lot was transformed into Pride Park, designed to
accommodate the continuation of Design Miami in the Park, similar to the Frieze London art
show held annually in the Regent's Park in London.
Design Miami has a history of partnering with the city to provide public benefit, resident access
and sponsor recognition, which has been part of the five-year term agreement with a four-year
renewal that began in 2018. The current term expires after the December 2023 event.
ANALYSIS
Design Miami is the global forum for design. The fair brings together the most influential collectors,
gallerists, designers, curators, and critics worldwide to celebrate design culture and comrnerce.
Occurring alongside the Art Basel fairs in Miami Beach each December and Basel, Switzerland,
each June, Design Miami has become the premier venue for collecting, exhibiting, discussing, and
creating collectible designs. In December 2022, Design Miami celebrated its 17th year on Miami
Beach.
Design Miami has exercised its Right of First Refusal and Renewal to hold its annual show at
Pride Park for an additional five consecutive annual shows and provided notification prior to
the deadline of December 31, 2022, as required in the current agreement. (Exhibit C)
The Amendment No. 1 to the Long -Term Agreement to be executed in relation to the renewal
term will incorporate the terms reflected in the Term Sheet attached to this Memorandum as
Exhibit D, as well as such other terms as the parties shall agree, including without limitation any
provisions required pursuant to the City Code:
• A reductionof the load in period starting in 2024, from fifty-four (54) days to fim (50)
consecutive days, (including load -in, event days, and load -out).
• Commencing with the 2024 Annual Show, the base rental fee shall be increased
Page 706 of 2938
annually by the greater of three percent (3%)_or (y} Consumer Price Index (CPI) as
of September 3D with a cap of six percent (t6%). The base rate for the 2023 show
has not yet been determined as it is subject c escalation based on the CPI in effect
on September 30, 2023, but it is anticipated it will be greater than $175,000.
• The City shall have the right to temporarily suspend or modify mobilization and/or load -
in and/or load -out of the Annual Show, if necessary, due to construction activity at the
planned Miami Beach Convention Center Hotel.
• A Security Deposit increase from $20,000 to $40,000.
• A Utility Security Deposit in the amount of $32,000 to cover the utility charges that
may accrue during the usage of the Park.
• Public Benefits to include an educational initiative with Miami Beach Senior High
School, a resident benefit to the adjacent Palm View Historic
District neighborhood residents with free admission and private tours of the
Miami Design District and the Craig Robins Collection.
The term of the license agreement between Art Basel U.S. Corp. and Global Spectrum,
L.P. (dba OVG360) in respect of the use of the Miami Beach Convention Center for Art
Basel Miami Beach currently expires following the 2028 Art Basel Miami Beach Event.
Based on the existing synergy between the Art Basel Event and Design Miami (Licensee),
if Art Basel U.S. Corp. renews its license agreement to host the Art Basel Miami Beach
Event at the Miami Beach Convention Center for additional years beyond 2028, the City
shall negotiate in good faith with Licensee to extend the term for an additional renewal term
not to exceed five (5) years on such terms as the parties shall agree.
On July 26, 2023, the Mayor and City Commission referred the Design Miami agreement
renewal agenda item to the September 13, 2023, City Commission meeting, with a
preliminary approval of the renewal contingent upon Design Miami meeting with the Palm
View Neighborhood Association to discuss the event footprint and activation days in Pride
Park.
On August 3, 2023, Design Miami along with City staff met with the Palm View
Neighborhood Association to present the footprint and activations days in Pride Paris. The
Palm View Neighborhood residents suggested an annual Palm View Neighborhood and
Design Miami meeting. The City is committed to hosting this meeting, however the Palm
View Neighborhood Association has additional corrcems that are not related specifically to
this agreement.
In the 2022 City of Miami Beach Resident Survey, 86% of residents agreed that free or City
sponsored art and cultural activities contribute to their quality of life in Miami Beach and 86% of
residents agreed that Miami Beach Cultural activities (such as art shows, film festivals, musicals,
and live performances) contribute to the quality of life in Miami Beach.
The Administration recommends the approval of Amendment No.1 to the Long -Term License
Page 707 of 2938
Agreement with Design Miami for the use of Pride Park for the Design Miami Annual Show
during a five-year renewal term inclusive of five (5) consecutive Annual Shows from 2024 -
2028, with said renewal term expiring following the conclusion of the 2028 Annual Show.
Amendment No.1, which will be effective commencing for the 2024 Annual Show, reduces
the license period, including load -in and load -out, from 54 days to 50 days and includes
significant public benefits.
Applicable Area
South Beach
ZITO
Strategic Connection
Prosperity - Market and promote Miami Beach as a world class arts, culture, and quality
entertainment destination.
Legislative Tracking
Tourism and Culture
ATTACHMENTS:
Description
o Exhibit A - Resolution 2017-30052
❑ Exhibit B - Long -Term License Agreement
❑ Exhibit C - Long -Term License Agreement
3 Exhibit D - 2024-2028 Term Sheet
❑ Resolution
Page 708 of 2938
RESOLUTION NO. 2017-30052
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 517' 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 BETWEEN THE CITY AND DESIGN MIAMI II,
LLC FOR USE OF PORTIONS OF THE PREFERRED PARKING LOT,
LOCATED TO THE WEST OF THE MIAMI BEACH CONVENTION
CENTER, FOR APPROXIMATELY TWO MONTHS EACH YEAR FOR
A PERIOD OF SIX (6) YEARS, TO HOLD THE 2018-2023 DESIGN
MIAMI SHOWS, WITH ONE RENEWAL OPTION TO HOLD THE 2024-
2028 DESIGN MIAMI SHOWS.
WHEREAS, on May 12, 2010, the City Commission adopted Resolution No. 2010-27384
approving an agreement between the City and Design Miami II, LLC ("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 26, 2017, the Mayor and City Commission adopted Resolution No.
2017-29953, approving the license agreement between the City and Design Miami for the 2017
Design Miami show, and
WHEREAS, Design Miami has become one of the premier international design fairs,
featuring museum -quality furniture, lighting, and objects d'art; and
WHEREAS, City is in the process of designing and constructing a new public park that
will replace the P-lot (the "Park"); and
WHEREAS, Design Miami wishes to continue to use a portion of the area where the
Park will be located, for the purpose of holding the annual Design Miami show, in conjunction
with Art Basel Miami Beach, and the City desires to continue to host the Design Miami show;
and
WHEREAS, for the reasons as set forth in the Commission Memorandum
accompanying this Resolution, the City Manager has recommended the waiver of the formal
competitive bidding requirement, as being in the City's best interest, and further recommends
that the City Commission approve the long-term License Agreement attached as Exhibit "A" to
this Resolution, for the purpose of holding the 2018-2023 Design Miami shows, with one
renewal option to hold the 2024-2028 Design Miami shows.
Page 709 of 2938
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 waive, by 5f7m vote, the competitive bidding requirement,
finding such waiver to be in the best interest of the City; and approve and authorize the Mayor
and City Clerk to execute a License Agreement between the City and Design Miami II, LLC for
use of portions of the Preferred Parking Lot, located to the west of the Miami Beach Convention
Center, for approximately two months each year for a period of six (6) years, to hold the 2018-
2023 Design Miami shows, with one renewal option to hold the 2024-2028 Design Miami shows.
PASSED AND ADOPTED this day of AC�Q 7
i
/WA
YOR
ATTEST:
i
CITY CLERK
L0 ;
co
Page 710 of 2938
APPROVED APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
�p-s -'7
Qq Aawnq
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE. October 18, 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 BETWEEN
THE CITY AND DESIGN MIAMI II, LLC FOR USE OF PORTIONS OF THE
PREFERRED PARKING LOT, LOCATED TO THE WEST OF THE MIAMI BEACH
CONVENTION CENTER, FOR APPROXIMATELY TWO MONTHS EACH YEAR
FOR A PERIOD OF SIX (6) YEARS, TO HOLD THE 2018-2023 DESIGN MIAMI
SHOWS, WITH ONE RENEWAL OPTION TO HOLD THE 2024-2028 DESIGN
MIAMI SHOWS.
RECOMMENDATION
The Administration recommends approval of the proposed multiyear License Agreement for Design
Miami.
The agreement is on the October 13, 2017 Finance and Citywide Projects Committee (FCWPC)
meeting agenda. Any recommendations from FCWPC will be incorporated into the agreement and
the agreement submitted as supplemental for the Corrrnission agenda.
ANALYSIS
On May 12, 2010, the City Commission adopted Resolution No. 2010-27384 approving the initial
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 provided Design Miami with
sufficient space to construct a temporary e)diibibon 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 E)pansion
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.
P 74��0& WA
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 corrvnencement of construction to use for
construction staging and labor parking.
Since that time, both parties worked in good faith to find a solution that allowed Design Miami to
remain in the P-Lot for 2016 and 2017.
Following the 2018 Design Miami show, the P-Lot will be transformed into a new park space west of
the Miami Beach Convention Center. The new park space is designed to accommodate a
continuation of Design Miam in this new space, similar to the Frieze London art show held annually
in The Regent's Park in London. Design Miami has proposed a new multiyear License Agreement to
run for six years, commencing with the 2018 Design Miami show and concluding with the 2023
Design Miami show, with one five year renewal option. This allows for a continuation of Design
Miami to take place in the same venue from 2024-2028. The proposed terms include the following
changes from the prior approved license agreements:
The City will re -design the Park. The agreement provides for repayment of a portion of
City's redesign costs and cost of electrical and footing irrprovements related to Design Miami
in the event the agreement is terminated for convenience before 2023.
Starting in 2019, an increase in fees for the use of the space from the current license
agreement fee of $107,000 annually, to a proposed fee of $150,000 annually, plus all
applicable taxes, with a CPI escalation,
As the 2018 Design Miami Show will occur during a period of transition towards the new
park space, the fee for 2018 will be S128,500, plus all applicable taxes.
A proposed shortening of the load in period starting in 2019, with a comrrutn-ent by Design
Miami to further work with the City to ensure the availability of the park for Veteran's day
celebrations.
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 18t' and 19t' 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.
CQNCLUSiON
The Administration recommends approval of the proposed multiyear License Agreement for Design
Miami.
KEY INTENDED OUTCOMES SUPPORTED
Maximize The Miami Beach Brand As A World Class Destination
P '4A064A
Legislative Tracking
Tourism, Culture, and Economic Development
ATTACHMENTS:
Description
DM Multiyear License Agreement RESO
P�Qe71a3 ot� *
LONG-TERM LICENSE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH AND DESIGN MIAMI II, LLC
This License Agreement (this "License") is made as of , 2017
(Effective Date), by and between the CITY OF MIAMI BEACH, a Florida municipal
corporation, whose add-ess is 1700 Convention Center Drive, Miami Beach, Florida 33139
("City" or "Licensor"), and DESIGN MIAMI II, 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 has successfully held its annual Design Miami show at the
above -referenced parking lot located west of Convention Center Drive since 2010; and
WHEREAS, Licensee desires to use a portion of the Park, as described more fully in
Section 2 and depicted in Exhibit A hereto (the "Premises"), for Licensee to produce and
operate the annual furniture design show entitled 'Design Miami,' which presents curated
exhibitons of museum -quality furniture, lighting, and obiects d'art (the "Annual Show"). and
WHEREAS, the Parties desire to enter into a long-term License based on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein exchanged, the
Parties agree as follows:
1. Re -Design of the Park. The City shall cause for revisions to be made to the existing
design for the Park, with such e-design to include an open area large enough to accommodate
events such as the Design Miami show or other functions at the Park (the "Park Re -design'). At
the City Commission's sole and absolute discretion, the Park Re -design may, but shall not be
required to include, electrical and structural footing enhancements to accommodate set-up for
events ("Proposed Enhancements"), as the Proposed Erhancements are subject to and
contingent upon a funding appropriation as part of the City's capital budget process. In the
event the cost of the Proposeo Enhancements exceeds any amounts that may be appropriated
for the Proposed Enhancements, if any, ther the City shall adjust the scope of the Park Re-
design within available funding (including, if necessary, foregoing the Proposed Enhancements
altogether), unless other mutually -agreed upon funding arrangements are made with Licensee
with respect to the Proposed Enhancements.
2. License to Use PremisestTerm. In consideration for the annual compensation to
Licensor and other terms and conditions herein, Licensor agrees to license to Licensee the
portion of the Park consisting of approximately 100,000 square feet and described more fully in
Exhibit A attached hereto (collectively, the "Premises'), for the sole purpose of serving as the
primary venue for the production and operation of the "Annual Show," for a period of six (6)
years, with the license period for each year consistent with the terms herein. The final site plan
and Park Re -design is subject to regulatory review and approval by the City's Design Review
Board. In the event the final site plan and Park Re -design, as approved by the Design Review
Board and agencies having jurisdiction, requires an adjustment to the description of the
Premises as set forth in Exhibit 'A," any such changes to Exhibit 'A" shall be memorialized in an
amendment to this License Agreement, executed by the City Manager and Licensee.
Page 714 of 2938
a. The six (6) year term of this License shall commence with the 2018 Annual
Show, and shall expire following the conclusion of the 2023 Annual Show (the "Term"). This
License may be renewed in accordance with Section 2(i) below.
b. Except as provided in Section 3 of this Agreement with respect to the 2018
Annual Show, the license period for each Annual Show shall extend for a maximum perod of
fifty-four (54) consecitive days (including load -in, event days, and load -out), and shall take
place each year on or about the same dates (on or about October 28 through December 21 of
each year), subject to adjustment of calendar dates on mutual agreement of Licensor and
Licensee ( License Period").
i. Specific dates for Move In, Show, and Move -Out may be changed by
mutually agreed to written amendment to this License, provided the annual License Period is
generally within the Oct. 28 to Dec. 21 period. Any additional days in excess of the 54 day
annual License Period referenced herein, if requested by Licensee, shall be subject to mutual
agreement of the parties, at City's then prevailing daily rates for use of the Premises.
ii. Licensee commits to exercising its best efforts to reduce set-up and
]cad -in period through the potential purchase of modular or other structures. In the event
Licensee is able to reduce its set-up or load -in time through any of the foregoing or other
efforts, the annual License Fee shall be proportionately reduced on a pro rata basis.
G. Licensee's proposed use(s) of the Premises for the Annual Show shall solely
be limited to the presentation of the Annual Snow, with up to 8,500 square feet of the Premises
used for back of house operations. Licensee may install temporary tents and tent structures
and other equipment necessary for the Annual Show, subject to complying with all City and
Viami-Dade County requirements including, without limitation, permitting requirements All
installations and improvements shall comply with all applicable City, County, State and
Federal Laws
d. To the extent Licensee's mobilization, load -in or load -out at the Premises
requires that Licensee be provided with reasonable access through portions of the Park to the
Premises, the terms for such access shall be subject to any limitations or restrictions the City
may require with respect thereto, with the intent of minimizing impacts to other activities and
programming that may be taking place at the Park. With respect to such programming at the
Park, Licensee agrees to suspend mobilization or load -in each Veteran's Day, with no work
taking place at the Premises on Veteran's Day, to permit the City's Veteran's Day activities to
take place at or in the vicinity of the veteran's plaza that will be located in the Park-
e. Licensor shall provide Licensee with water service connections and electrical
service connections at TBD locations within the Premises, with the final locations for such
connections to be identified as part of the design development process for the Park. City's
design for water service and electrical connections shall be based on, and comparable to,
Licensee's approximate water service provided by the City for the 2017 Annual Show, and
electrical service capacity rot -to -exceed 3400 AMPs @ 480v/3P dedicated service, each
grouping with its own breaker, as depicted in Option C of Exhibit B hereto, provided, however,
that the design and proposed locations for electrical connections shall be subject to review and
approval by the City's Design Review Board and Agencies Having Jurisdiction. Licensee
2
Page 715 of 2938
hereby acknowledges and agrees that the design 'or water service and electrical service
connections based on Licensee's 2017 Annual Show usage shall be sufficient and suitable for
the purposes for which the Premises are licensed under this Agreement. Any additional water
service or electrical service needs in excess of 2017 Annual Show levels, or otherwise solely
required for the benefit of Licensee, shall be the sole resporsibility of Licensee, at its sole cost
and expense.
f. Any rental of any space other than the Premises shall be the subject of a
separate agreement, at the then -prevailing rates, and subject to ava;lability. Except as to the
Premises, Licensee shall not use any other portion of the Park without Licensor's prior written
approval.
g Licensee may temporarily fence the Premises for safety purposes during the
build -out of the site and installation of the tent structures for each Annual Show, with the fence
to be removed prior to each Annual Show upon completion of the installation. Licensee may
also fence off any generators Licensee uses to support its electrical power needs for any Annual
Show. Except as provided herein, Licensee shall not otherwise fence the Premises or any
portion of the Park.
In At the conclusion o' each Annual Show, Licensee shall replace the sod and
planting material to the original condition at the Premises and any portion of the Park used by
Licensee, such as for mobilization, load -in, or load -out within 15 days of show load -out.
i. Notwithstanding any other provision contained within this License, 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 hold the
Annual Show at the Premises for an additiona' five consecutive Annual Shows. 'Right of First
Refusal and Renewa," shall mean the right, before any other licensee or potential. licensee to
use the Premises for any purpose to use the Premises for the 2024-2028 Annual Show, on ;he
same or similar financial terms as contained within this License (including, without 'imitation, the
License Fee rate structure and the annual adjustments specified in Section 4 of this License).
In order to exercise the Right of Fist Refusal and Renewal, Licensee must give written notice to
the Licensor by no later than December 31, 2022, after which the Licensee and Licensor shall
negotiate, in good faith, to enter into a license agreement for the 2024-2028 dates in a form
acceptable to all Parties prior to June 30, 2023, or another mutually agreed upon date (the
"Right of First Refusal Period"). If the parties are in active negotiation of such license
agreement on June 30, 2023 or such other mutually agreed upon date, then the Right of First
Refusal Period shall be deemed extended until such license agreement is entered into or such
negotiations are abandoned by both parties, provided, however, that the Right of First Refusal
shall expire if a license agreement is not executed by January 1, 2024. to the event Licensee
fails to give written notice exercising the Right of First Refusal and Renewal by December 31,
2022, 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 or after January 1, 2024, in its discretion.
Specific License Terms and License Fee with Respect to 2018 Annual Show.
a. The Parties acknowledge and agree that the 2018 Annual Show is a transition
year, in light of the Miami Beach Convention Center Renovation Project ('MBCC Renovation")
and the anticipated construction of the Park, and as such, the layout described n Exhibit "A"
Page 716 of 2938
sha I not apply to the 2018 Annual Show. As the City cannot guarantee the completion of
construction by a date certain, the details conceming the availability of the Premises, including
an exhibit depicting the final site plan or site layout identifying the footprint for the 2018 Annual
Show and the location of electrical connections, among other details, sha l be subject to the
progress of construction, and shall be memorialized in a mutually agreed -upon amendment to
I
his License Agreement, on or before May 1, 2018, executed by the City Manager and Licensee
b. The License period for the 2018 Annual Show shall extend for sixty (60)
consecutive days (ircluding load in, show days, and load out), from October 22, 2018 through
December 21, 2018. The License fee for the 2018 Annual Snow shall be $128,500, plus all
applicable taxes, including sales tax.
C. For the 2018 Annual Show, Licensor shall provide, and Licensee hereby accepts,
the Premises, with water service connections based on, and comparable to, the water service
provided by the City for the 2017 Annuai Show. 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) prov;de the Premises with all required electrical service connections and/or
electric gererators, based on, and comparable to, the electrical service connections and/or
generators provided for the 2017 Annual Show. 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 City 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 tems to
Licensee for its use of the Premises.
d. For the 2018 Arnual Show, if applicable based on the progress of construction at
the time of Licensee's load -in period, the cost of re'ocating up to 450 parking spaces to the 17th
Street Parking Garage is $107 per space for the period from October 22, 2018 — December 21,
20'8 for employees/laborers of Clark Construction and its subcontractors. Licensee and
Licensor agree that (i) each Party shall pay 50% of the cost of such relocation, for up to five (5)
weeks of relocation, and (0) Licensee shall be responsible for 100% of the cost of such
relocation for any period after five (5) weeks.
e In the event the City determines that, due to the progress of construction activity
at the Miami Beach Convention Center, or construction of the Park during either 2018 or 2019.
the City needs to either (a) utilize the Premises for such construction during 2018 or 2019 or (b)
make the Premises available to accommodate Art Basel in the event that portions of the Miami
Beach Convention Center are not available for use by Art Basel for its 2018 event due to
construction delays, then the City shall provide Licensee with notice of the unavailability of the
Premises not later than May 1, 2018 for the 2018 Annual Show, and not later than June 1, 2019
for the 2019 Annual Show, and the provisions of this License with respect to the 2018 Annua!
Show or 2019 Annual Show, as applicable, shall be null and void. In the event the City notifies
the Licensee of the unavailability of the Premises for the 2018 or 2019 Annual Show pursuant to
this subsection, 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 a',i risks with respect thereto. Licensee acknowledges and agrees that it shall not have
Page 717 of 2938
any claim, demand, or cause of actior of whatever kind or nature, against the City, its officals,
employees, agents, and/or contractors, including, without limitation, claims for interference in
business or damages for business interruption, due to such cancellation pursuant to this
subsection. In the event the City notifies the Licensee of the unavailability of the Premises for
either the 2018 or 2019 Annual Shows pursuant to this Section (such that the Annual Show
does not take place at the Premises), Licensee shall have the right to terminate the Agreement
for all Annual Shows subseq jent to the Annual Show for which the Premises are unavailable,
by giving notice to the City not later than December 1, 2018 (if the Premises are unavailable for
the 2018 Annual Show) and December 1, 2019 (if, the Premises are unavailable for the 2019
Annual Snow)
f. Except as specified in this Section 3 with respect to the 2018 Annual Show, all of
the terms and conditions set forth in this License shall otherwise apply to each Annual Show,
including the 2018 Annual Show. In the event of any conflict between the terms of this License
and the terms set forth in this Section 3 with respect to tie 2018 Annual Show, the terms of this
Section 3 shall govern and control.
g Notwithstanding any provision to the contrary in this License, upon notice by the
City to Licensee on or before June 1, 20' 9, in the event the construction of the Park is on -going
during 2019, and the City determines, at its discretion, that the Premises as described in
Section 2 hereof may not be available for the 2019 Annual Show, the terms described in this
Section 3 for the 2018 Annual Show (including, without limitation, the License fee for the 2018
Annual Show), shall be extended and shall apply to the 2019 Annual Show, in the same manner
as provided herein for the 2018 Annual Show.
4. License Fee for 2019 -- 2023 Annual Show. The base rental fee ('License Fee") for
the use of the Premises for the 2019 Annual Show shall be $150,000, plus al' applicable taxes,
including sales tax. For each year thereafter, commencing with the 2020 Annual Show, the
License Fee shall be calculated by reference to the License Fee for the immediately preceding
Annual Show, subject to annual adjustment by the greater of (x) two percent (2%), or (y)
inflation measured by utilizing the United States Bureau of Labor Statistics Consumer Price
Index for All Urban Consumers; Miami -Fort -Lauderdale (on an October 1 to September 30 fiscal
year basis). For illustrative purposes only, the License Fee for the 2022 Annual Show shall be
calculated by reference to the final 2021 License Fee, subject to adjustment by the greater of (x)
two percent (2%), or (y) inflation measured by utilizing the United States Bureau of Labor
Statistics, Consumer Price Index for All Urban Consumers; Miami -Fort -Lauderdale; the License
Fee for the 2c23 Annual Show shall be calculated by reference to the final 2022 License Fee,
subject to adjustment by the greater of (x) two percent (2%), or (y) inflation measured by
utilizing the United States Bureau of Labor Statistics, Consumer Price Index for All Urban
Consumers; Miami -Fort -Lauderdale; and so on.
1. If the square footage utilized by Licensee for each Annual Show changes,
the License Fee for such Annual Show shall be adjusted on a pro rata basis.
ii. The License Fee does not include any of the following, which shall be the
sole resoonsibility of Licensee.
1. Utilities/electrical costs;
Page 718 of 2938
2. Equipment required for use of Premises;
3. Installation and removal of signage;
4. Taxes, including ad valorem, if applicable;
5. Permit fees as specified in Paragraph 24,
6. Trash removal;
7. Sod and planting material replacement;
8. Repair and replacement of damaged hardscape or landscape; and
9. Any other direct expenses arising from the Annual Show which are
incurred by Licensor for which Licensee is expressly responsible
under this Agreement.
iii. In the event L,censee fails to remit payment of any amounts due under
this License, interest shall accrue on such overdue amounts at the rate of 0.5% per morth (6%
per annum, non -compounded), or the maximum rate permitted by law, whichever is less
5. Costs. For each Annual Show, Licensee shall reimburse the Licensor for all costs and
expenses incurred by Licensor in connection with Licensee's use of the Premises, including,
without limitation, equipment, services and labor costs, police/fire personnel, and other Tabor
costs, if any. Licensor shall charge, and Licensee shall pay, for all costs and expenses at the
then -prevailing rates.
6. Security Deposit, Licensee shall pay to the Licensor, no later than sixty (60) days
prior to the first Move -In date of each Annual Show, the sum of $20,000.00, 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
Licensor 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 credited toward the License Fee or any other amounts due to the Licensor
under this License.
7. Food and Beverage/Concessions. Licensee shall have the exclusive right to provide
food, beverage and catering services at the Premises, unless otherwise agreed to by the parties
for any given year. With respect to .he sale or service of food and beverage at the Premises,
Licensee shall comply with any exclusive product or sponsor relationship applicable to the
Premises, including City's agreement with Coca-Cola North America with respect to product
exclusivity at the Premises (or any other exclusive beverage product sponsorship or similar
relationship that City may enter into prior to the expiration of the 2023 Annual Show). Except as
to Coca-Cola, Licensee shall not be bound to honor any such exclusive product or sponsor
relationship of the City which conflicts with Licensee's existing business relationships or
Licensee's business relationships arising hereafter but prior to City's notice to Licensee that City
is bound by such exclusive product or sponsor relationship
Protection ClauselCompetinp Events.
a. The Licensor agrees that 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 Annual Show (including move -in and move -out dates).
b. Throughout the Term, Lcersee shall ma ntain its primary programming at the
Premises as a furniture design show. Except for the use of the Premises as a furniture design
6
Page 719 of 2938
show featuring museum -quality furniture, lighting, and objects d'art, any other uses, including
without limitation, the presentation of an annual show with primary programming as any other
type of art fair, shall be subject to the prior written approval of the City Manager, at his cr her
sole discretion.
9. Due Care in Use of Premises. Licensee agrees to exercise due care in its use of the
Premises, and shall use the Premises it a safe and careful manner. Except as expressly set
forth ne,ein, Licensee shall not alter any part of the Premises without the City Marager's prior
written approval. Licensee shall not damage, mar, deface or injure any part of the Premises,
and shall be solely responsible for any damage caused to the Premises (or any other portion of
the Pa,k used by Licensee) during the License Period.
i Upon expiration of the License Period for each Annual Show, Licensee
shall deliver the Premises in as good condition and repair as existed at the beginning of the
License Period, shall remove from the Premises, any and all property, goods or other effects
belonging to, or brought onto the Premises, by Licensee (or its agents, contractors,
representatives or invitees). If Licensee fails to do so, Licensor may store or cause to be stored
any such property at Licensee's expense. Alternatively, Licensor may deem such property to be
abandoned and sell such property in such a manner and to such an extent as is permitted by
applicable law, and apply the proceeds of such sale(s) in a manner determined by Licensor in
its sole discretion.
it Further, as provided in Section 2(h), upon expiration of the License
Period for each Arnual Show, Licensee shall replace the sod and planting material at the
Premises (and any other portion of the Parts used by Licensee). If Licensee fails to replace the
sod and plant;ng material, Licensor may replace the sod and planting material, at Licensee's
sole cost and expense.
ill In its use of the Premises, in no event shall Licensee cover or remove any
element of the Ve'eran's Plaza or any of the City's Art in Public Places works installed or
disp'.ayed at or in the vic'rily of the Premises or the Paris, and shall take steps to protect and not
cause any damage to the Veteran's plaza or Art in Public Places works of art.
10. Delay of Possession
i. In the event Licensor is not able to tender possession of the Premises or
any part thereof to Licensee because of any delay, then as long as such inability continues, the
License Fee shall be reduced pro -ratably. Licensor shall also be liable to pay any and all costs
incurred by Licensee ,ncluding, but not limited to, personnel overtime costs, as a result of
Licensor's failure to tender possession of the Premises, unless such delay is caused by an
event of Force Majeure (as provided in Section 26 below), in which case the provisions of
Section 25 shall take precedence and control.
N. Should Licensee fail to vacate and surrender the Premises at the end of
the License Period or restore the Premises to its original condition, Licensee shall pay to the
Licensor Licensee shall pay to the Licensor $0.05 per square foot per day for use and
occupancy for that portion of the Premises that has not been vacated, surrendered, or restored
to its original condition. Further, the Licensor may, as a bailee, using reasonable care, remove
and store all goods and chattels at the sole expense of the Licensee and may dispose of any
such property if, after the expiration of fifteen (15) calendar days after the expiration of the
7
Page 720 of 2938
License Period, the Licensee has fared to remove the property from the possession of the
Licensor, upon prior written notice. The Licensor shall not be liable to the Licensee on account
of so removing, storing, or disposing of any property as provided by this subsection and
Licensee shall save and hold Licensor harmless from any Lability from another licensee who is
prevented from occupying the r licensed portion of the Premises due to the holding over of the
Licensee.
11. Condition of Premises. Licensor makes no warranty or representation to Licensee of
any kind (express or implied) regarding the suitability of the Premises, or any portion thereof, for
any aspect of the use Licensee expects or intends to make of the Premises. Licensee further
agrees that the Premises shall be delivered to Licensee for each Annual Show "AS IS",
"WHERE IS," and "WITH ANY AND ALL FAULTS," and without warranty, express or implied.. as
to the merchantability or fitness for the use thereof for any particular purpose.
12. Event Activatlonl0perations. Licensee shall be solely responsible to provide for, and
make all arrangements with respect to, the activation, operation and safe presentation of each
Annual Show, including, without limitation, set-up and breakdown, box office and ticketing, credit
card terminals, crowd control, badge checkers, supervisors, janitorial staff, telecommunications
staff, internet techno'cgy staff, ticket takers, concession and catering staff, communications
services (such as telephone, internet, and other services), support services, and first aid EMTs
and fire personnel (at then -prevailing rates).
13. Advertising and Promotlon. Licensee warrants that all advertising for each Annual
Show wi'I be accurate and truthful, and will include accurate information of event times and
ticket prices (if applicable). All advert;sing of the Arnual Show shal' be subject to the anor
written approval of Licersor (which shall not be urreasonably withheld).
14 Securi . 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 resporsible for the
security of its employees, contractors, agents, representatives, invitees and other guests on
the Premises. The Licensor shall have no obligation or responsibility whatsoever it connection
therewith un'ess due to the gross regligence or willful misconduct of ;he Licensor.
15. Access and Control. Ucensee shall, and shall cause its employees, agents and
exhibitors and contractors to, follow any and all rules, regulations and policies of the Licensor,
including any instructions of Licensor's representatives regarding Licensee's use and
occupancy of the Premises. In licensing the use of the Premises to Licensee, it is understood
that Licensor does not relinquish the right to control the management thereof and to enforce all
necessary rules and regulations. Licensor shall at all times have the right to limit the number of
people attending the Annual Show, for the purpose of ensuring the safety of people and
property at the Premises.
16. Disorderly Conduct Licensor reserves the right at all times to refuse admission to or
to cause to be removed from the Premises any disorderly person, including Licensee's
employees, agents, contractors, exhibitors, guests and invitees, as determined by Licensor in its
sole discretion, and in the event of the exercise of such authority, Licensee hereby waives any
and all claims for damages against Licensor and the Owner on account thereof.
17. rQmiftedl
8
Page 721 of 2938
18, Clean Up. 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 Licensor. 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 monito, its
employees and contractors to assure that trash, rubbish, and garbage are immediately picked
up on the Premises.
19. Indemnification. Licensee shad indemnify, defend and hold the Licensor, its
officers, employees, contractors, and agents, harmless from and against any and all
claims or causes of action (whether groundless or othe wise) by or on behalf of any
persons, firm or corporation, for personal injury, property 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 Licersee 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, ,nvitee, 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.
20. 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 fled and approved by the Risk Manager
prior to commencement. The CITY OF M IAMI BEACH, FLORIDA must be
named as air 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.
3) Automobile Insurance, in the amount of $1,000,000.00. A certified copy of
Licensee's Insurance Po icy 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.
0
Page 722 of 2938
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 s�a;l provide the Licensor 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 F'crida. 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 ;ts equivalent.
21. Default and Termination. The following actions (a) through (e) shall constitute an
event o` default by Licersee:
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 mov ng in or
out,
b. If Licensee fails to timely pay any amount due, as required by tl'is Agreement,
c if Licensee fails to discharge any lien filed on the Premises caused by any act
or omission of Licensee or its agents, contractors or employees, 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 Licensor.
In the event of a default by Licensee, and where such default is not cured within the
applicable period, the Licensor 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.
Additionally, in the event of a termination hereunder the Licensory may also pursue any
and all remedies, whether at aw or equity, available to seek redress for such default.
10
Page 723 of 2938
22. Bankruptcy and Insolvency. If Licensee is adjudicated bankrupt or makes an
assignment for the benefits of creditors, the Licensor shall have the right to immediately
terminate :his Agreement and re-enter the Premises without notice or demand.
23. Termination for Convenience
a. Either party may terminate the Agreement without cause prior to the conclusion
of the 2023 Annual Show by giving notice to the otter not later titan December 31 of the
calendar year prior to the calendar year of the first Annual Show scheduled to occur following
such termination..
b. In the event Licensor terminates the Agreement prior to the conclusion of the
2023 Annual Show without cause pursuant to this Section 23, the Licensor shall reimburse
Licensee for (i) any deposit prev;ously made for such next scheduled Annual Show; and ('i) all
non-refundable costs and experses ;rcurred by Licensee with respect to that year's Annual
Show.
C. In the event Licensee terminates the Agreement prior to the conclusion of the
2023 Annual Show, without cause pursuant to this Section 23, Licensee shall (i) forfeit any
deposit previously made for the next scheduled Annual Show; (ii) reimburse the Licensor "or all
non-refundable costs and expenses incurred by the Licensor with respect to such next
scheduled Annual Show; and (iii) reimburse the Licensor, as liquidated damages, for the costs
of the unamortized portion of design and construction of the Proposed Enhancements ,if
funding is appropriated by the City for the Proposed Enhancements).
24 Permits and Licenses. For each Annual Show, Licensee shall be solely responsible
for obtaining, at its sole cost and expense, any and all permits and licenses necessary for -ts
use of, and operations on, the Premises, including, without limitation, a City Special Event
Permit, which includes building, structural, and electrical permits, with associatec special event
permit fees Issuance of such Special Event Permit shall be sub;ect to and contingent upor
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, and any approvals
that may be required by any Authorities Having Jurisdiction or other regulatory authority (such
as the City's Building Department and Fire Department). Licensee shall be responsible for its
own Maintenance of Traffic (MOT) plan and life safety plans. Further, Licensee shall secure,
and shall be solely responsible for, any licenses required by any performing arts societies such
as ASCAP or BMI for music or other copyrighted works to be utilized or displayed at the Annual
Show. Licensee shall defend, indemnify and hold harmless Licensor and the Owner from any
and all claims, fees, expenses, costs or damages, including reasonable attorneys' fees and
court costs, suffered or incurred by such parties in connectior with any breach of this Section.
25. Licensors Right of Entry. The Licensor, 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
Licensor may consider necessary, and for the purpose of preventing fire, and/or addressirg
other life safety issues. However, the Licensor agrees that, whenever reasonably possible,
the Licensor shall provide notice to Licensee, unless the need to enter 'he Premises is an
emergency, as deemec by the Licensor, in its sole discretion, which if not immediately
11
Page 724 of 2938
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 Licensor to do any work that under any
provisions of this Agreement Licensee may be required to perform, and the performance
thereof by the Licensor shall not constitute a waiver of the Licensee's default.
2& Sponsorship/Complimentary Tickets. The C.ty of Miami Beach shall be recognized
as a level sponsor of each Annual Show, and shall receive sponsorship recognition that,
at a minimum, includes logo recognition in the annual catalog, and logo recognition on the
Licensee websde (with a link to City's website). In addition, City will receive recognition n the
Design Miami catalogue. Licensee shall provide the City with a minimum of ten (' 0)
complimentary VIP passes for each Annual Show, and at least 25 additional complimentary day
passes for each Annual Show. Further, for each Annual Show, Licensee shall provide Miam
Beach residents with the opportunity, at least _ days in advance of each Annual Show, to
purchase individual passes or tickets to the Annual Show at a discount of at least fifteen percent
(15%) off regularly advertised ticket prices. The Licensor shall provide Licensee with various
media channelstformats to promote the offer (i.e. City newsletter, website).
27. Force Majeure. Licensor 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. Neither Party shall be considered to be in breach of this License, or liable or
responsible to the other Party, for ary delay, carnage, loss, failure, or inability to perform its
ooligations hereunder, if such delay, damage, loss, failure or inability to perform, directly or
indirectly, is caused by or in any manner arises from, an event of "Force Majeure." 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
or other storm event, explosions, epidemics, earthquakes, floods, civil disturbances, chemical
or environmental ccntarnination, accident, confiscation or seizure by any governmental
authority, and any other similar cause which is not reasonably within the control of the Party
whose performance 's to be excused and by which the exercise of due diligence could not
be reasonably preventec or overcome. If an occurrence of an event of Force Majeure takes
place, the Party affected by the Force Majeure event shall provide not ce to the other Party
within twenty-one (21) days of the date on which such Party gains actual knowledge that
such Parry is unable to perform due to Force Majeure. The period of Force Majeure, and the
suspension of obligations hereunder, shall extend to and include any period of time required
to implement emergency preparations in advance of the event of Force Majeure, the event o`
Force Maleure itself, and the period of time following the event of Force Majeure that may be
required to restore the Premises and/or remediate any delay, damage, loss, failure or .nability
to perform as a consequence of the event of Force Majeure. If either Licensor or Licensee
cancel any Annua Show due to an event of Force Majeure, the Parties shall not have any
.iability under the License and Licensee, as its sole remedy and relief, shall receive a refund
of any uncommitted or cancelable advance payments, including ary deposits made pursuant
to this License, less any expenses directly incurred by Licensor in preparing for the Annual
Show.
The Parties further acknowledge that by virtue of climate conditions and the City's status as a
major tourism destination that attracts many foreign visitors, the Licensor cannot make any
guarantees with respect to mosquito bome virus transmissions, including but not limited to
the Zika virus. In the event of the occurrence of ary such transmissions, Licensee shall have
access to the same general information that the City provides to the general public with
regard to transmission risks and prevention efforts. The Licensor encourages Licensee to
12
Page 725 of 2938
post relevant public health -related information on its website and if possible, other marketing
charnels, for the benefit of its guests and patrons, as necessary. The Parties expressly
acknowledge and agree that the occurrence of mosquito borne virus transmissions, including
but not limited to Zika virus transmissions within the City of Miami Beach, Florida or
elsewhere shall not constitute an event of Force Majeure under this License, unless a
governmental entity or other public authority having jurisdiction issues a mandatory
evacuation order or a travel ban that precludes attendees from traveling to the City of Miami
Beach for the Annual Snow.
28. Compliance With Laws and Rules of the Premises; Taxes. Licensee shall fully
abide by, conform to and comply with, and shall cause every person under its direction or
control who is connected with the performance of any aspect of this License to fully abide by,
con`orm to and comply with all applicable laws, rules, regulations and ordinances of the United
States of America, the State of Florida, the County of Miami -Dade, the City of Miami Beach and
their respective agencies, as well as any rules, regulaticrs and policies of Licensor for the use,
occupancy and operation of the Premises. Licensee agrees to pay promptly all taxes assessed
on its activities at the Premises hereunder, including, without limitation, any sales tax on the
payment of the License Fee and any other costs payment under this License (which shay be in
addition to, and separate from, the amounts due hereurder), and any ad valorem taxes, if any.
L,censee shall oe responsible for filing of any required federal, state or local tax or information
retums and the payment of all sates, admission, excise and other taxes due, if any, in
connection its obligation due with respect to with the Annual Show or admissions thereto.
29 Non -Discrimination 1 Americans With Disability Act. Licensee agrees not to
discriminate against any employee or applicant for employment to be employed in the
oe-formance of or in relation to this License, with respect to the hire, tenure, terms, conditions
or privileges of employment, or any other matter directly or ind rectly related to such
employment, whether on account of ace, marital status, color, religion, national origin,
ancestry, age, sex, sexual orientation or handicap. With respect to the Annual Show, Licensee
-ecognizes that it is subject to the provisions of Title III of the Americans with Disabilities Act, as
amended ("ADA"), Licensee shall be responsible for ensuring that its set-up for the Premises for
each Annual Show complies in all respects with the ADA, including without limitation with regard
to accessibility, usability, and configuration. Licensee shall be so:ely responsible for providing
auxiliary aids or any modification of the Premises or other portion thereof that may be required in
order to accommodate the Annual Show, and for ensuring that the policies, practices, and
procedures it applies in connection with the Annual Show are in full compliance with the ADA_
30. 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.
31 Remedies. The rights and remedies provided by this Agreement are cumulative, and
the use of any one right or remedy by any party hereto shall not preclude or constitute a waiver
of its right to use any or all other remedies. Such rights and remedies are given in addition to
any other rights and remedies a party may have by law, statute, or otherwise.
32. 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 persors or circumstances other
13
Page 726 of 2938
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.
33. 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
34. Limitation of Liability. Licensor desires to enter into this License only if in doing so
the Licensor can place a limit on the Licensor's liability for cause of action for money
damages due to an alleged 'breach by the Licensor of this License including but not limited
to a delay or failure to provide the Premises to Licensee, so that the liability of the
'Licersor for any such breaches never exceeds the aggregate total sum of $10,000, plus
any amounts which Licensee has paid to the City and for which City is obligated to
reimburse Licensee ("the Liability Cap"). Licensee 'hereby expresses its willingness to
enter into this License with Licensee's recovery from the Licensor for any damage action fo,
all matters arising under this License to be limited to a maximum aggregate total amount
equal to the Liability Cap. Accordingly, and notwithstanding any other term or condition of
this License, Licensee hereby agrees that the Licensor shall not be liable to Licensee for
damages in an aggregate total amount in excess of t h e L i a b i i t y C a p for any action or
claim for breach of contract or otherwise arising out of the performance or
nonperformance of any obligations imposed upon the Licensor by this License. Nothing
con,ained in this paragraph or elsewhere in this License is in any way intended to be a
waiver of the Imitation placed upon the Licensor's liability as set forth in F'.orida Statutes,
Section 768.28. Neither party shall be liable under any circumstances to the others or to any
third party for any indirect, special, punitive or consequential damages, or loss of revenue or
profits, arising in connection with this License, even if such party has been advised of the
possibility of such damages. Furthermore, Licensor shall not be responsible or liable for any
injury or death to person or loss or damage to property sustained by Licensee, its employees,
agents, exhibitors, contractors, or any other person claiming through Licensee resulting from
any condition, accident or occurrence in or upon the Premises, unless such injury, !ass or
damage is due to the gross negligence or intentional misconduct of Licensor or its employees or
agents. Nothing herein shall limit or impair any right of Licensee under any insurance policy(ies)
maintained by the City.
35. 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. 4"' Floor
Miami Beach, FL 33139
Attn: City Manager
14
Page 727 of 2938
and Tourism and Cultural Development Department
1755 Meridian Avenue, Suite 500
Miami Beach, FL 33139
Attn: Director
Licensee: Design Miami 11, LLC
3841 N.E. 2f° Avenue, Suite 400
Miami. FL 33137
Attention: Craig Robins
With copies toy Design Miami II, LLC
3841 N.E. 2r° Avenue, Suite 400
Miami, FL 33137
Attention: Jen Roberts and Nicole Darnell
L censee 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 addit oral
persons for notification of default.
36. Not a Lease. It is expressly understood and agreed that no part of the Premises or
the Park, or any part, parcel, building, structure, equipment or space is leased to the Licensee;
that this License is solely in the nature of a non-exclusive license agreement, and is not a
ease, and in no event shall this Lcense be construed to confer any legal or equitable interest
of any kind whatsoever in the Premises the Park, or any City -owned property.
37 Entire Agreement. The Parties hereby agree that this License represents the
entire agreement between the Parties relating to the subject matter hereof. This License
alone fully and completely expresses the agreement of the parties relating to the subject
matter hereof. There are no other courses of dealing, understanding, agreements,
representations or warranties, written or oral, except as set forth herein. This License may
not be amended or modified, except by a written agreement signed by all parties hereto.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
15
Page 728 of 2938
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:
Rafael E. Granado, City Clerk
WITNESS
By:
Print Name
WITNESS:
By.
Print Name
LICENSOR/CITY OF MIAMI BEACH
Philip Levine, Mayor
LICENSEEIDESIGN MIAMI
DESIGN MIAMI 11, LLC,
by Design Miami Inc., its managing partner
Jennifer Roberts
CEO
16
Page 729 of 2938
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City "n°MW RVP DaW
r EXHIRIT-A-------- --- - -�
�� a ► FRONT % • (f •
r 1. J
0. it 1 a� AREA
• If FLAB
a i
MWITAIDN
COURTYARD C' PEFUMVER t _-I
�. ( a1 ^ter TENT1;
o
!�` J `� '✓ LEGENDiliZ o
+ _TFNT 68.300SF
__..._____.
r• 10' PERIMETER: 12.600 SF
• L�,� . t j .. z BOH: 8,600 SF
L H.O.H. AREA FRONT 7,600 SF
( � �a / TOTAL: 97.000 SF i
�l1J(1 w 7 RDdLE iNOYUWrO
COURTYARD: 2,300 SF
uj
Lease Exhibit _
5 Oct 2017 O SkEtcH WM-WR,
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♦wM.n,N.N�.�rrN �W.M�r••i�•YYrwYwiwMA •..�w•.r...w.ar r�.w.w...�rw..r�wrr..wrr.W �w w.,�....rw�....'rwya�. Alr�wwA/+w MrYrr�lw��MM • ��
Exhibit "B"
Page 731 of 2938
Agenda ttem C7
Date -1 $ - 1 :7
m MIAMI BEACH
City of Miami beach, 1 700 Convention Center Drive, M+om, 3eoch, Floodo 33339, www T wribeocHl gov
OMMISSION MEMORANDUM
TO Mayor Philip Levine and Members the City mmission
FROM Jimmy L. Morales, City Manager
DATE October 18, 2017
SUBJECT Supplement to Design Miami ultiyear License Agreement Item (C7Y)
This memo serves as an update to the Mayor and City Commission on item C7Y on today's Commission
Agenda, the proposed Design Miami Multiyear License Agreement ("Agreement"). At the September 25,
2017 meeting of the Mayor and City Commission of the City of Miami Beach, a discussion of a proposed
multiyear license agreement for the Design Miami Art Fair was referred to the City's Finance and Citywide
Projects Committee (FCWPC). The FCWPC met on October 13, 2017 and supported moving forward with
the proposed Agreement, but provided direction for recommended changes to the proposed Agreement,
including:
Design Miami to contribute to the estimated $350,000 cost to re -design the new park space
located in the area west of the Miami Beach Convention Center, with this re -design geared
towards improving the space specifically for the Design Miami Art Fair.
Similarly, Design Miami to contribute towards the estimated $700,000 cost for the structural
footings and electrical enhancements of the new park space located in the area west of the
Miami Beach Convention Center, with these enhancements geared towards enhancing the
operational aspects of the space specifically with the Design Miami Art Fair in mind.
In making this recommendation, the FCWPC clarified that they were not recommending that 100% of
these costs should be covered by Design Miami since it is an important event for the City and the City
will be able to make additional use of these improvements. They further clarified that the recommended
contribution could be made over time rather than all the first year.
Design Miami has requested to respond to these recommendations at the Commission meeting on October
18, 2017 where the item is being presented for consideration.
JLM/KGB/EV
Page 732 of 2938
THIS PAGE INTENTIONALLY LEFT BLANK
Page 733 of 2938
LONG-TERM LICENSE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH AND DESIGN MIAMI II, LLC
This License Agreement (this "License") is made as of I pck, em 26 , 2017
(Effective Date), by and between the CITY OF MIAMI BEACH, a Florida municipal
corporation, whose address is 17DO Convention Center Drive, Miami Beach, Florida 33139
("City" or "Licensor"), and DESIGN MIAMI II, 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 has successfully held Its annual Design Miami show at the
above -referenced parking lot located west of Convention Center Drive since 2010; and
WHEREAS, Licensee desires to use a portion of the Park, as described more fully in
Section 2 and depicted in Exhibit A hereto (the "Premises"), for Licensee to produce and
operate the annual furniture design show entitled 'Design Miami,' which presents curated
exhibitions of museum -quality furniture, lighting, and objects d`art (the 'Annual Show"); and
WHEREAS, the Parties desire to enter into a long-term License based on the terms
and conditions set forth herein.
NOW, THEREFORE, In consideration of the mutual covenants herein exchanged, the
Parties agree as follows:
1. Re-Deslan of the Park. The City shall cause for revisions to be made to the existing
design for the Paris, with such re -design to include an open area large enough to accommodate
events such as the Design Miami show or other functions at the Park (the "Park Re -design'). At
the City Commission's sole and absolute discretion, the Park Re -design may, but shall not be
required to include, electrical and structural footing enhancements to accommodate set-up for
events ('Proposed Enhancements"), as the Proposed Enhancements are subject to and
contingent upon a funding appropriation as part of the City's capital budget process. In the
event the cost of the Proposed Enhancements exceeds any amounts that may be appropriated
for the Proposed Enhancements, if any, then the City shall adjust the scope of the Park Re-
design within available funding (including, if necessary, foregoing the Proposed Enhancements
altogether), unless other mutually -agreed upon funding arrangements are made with Licensee
with respect to the Proposed Enhancements,
2. License to Use Promises/Term. In consideration for the annual compensation to
Licensor and other terms and conditions herein, Licensor agrees to license to Licensee the
portion of the Park consisting of approximately 100,000 square feet and described more fully in
Exhibit A attached hereto (collectively, the 'Premises'), for the sole purpose of serving as the
primary venue for the production and operation of the "Annual Show,' for a period of six (6)
years, with the license period for each year consistent with the terms herein. The final site plan
and Park Re -design is subject to regulatory review and approval by the City's Design Review
Board. In the event the final site plan and Park Redesign, as approved by the Design Review
Board and agencies having jurisdiction, requires an adjustment to the description of the
Premises as set forth In Exhibit 'A," any such changes to Exhibit "A" shall be memorialized in an
amendment to this License Agreement, executed by the City Manager and Licensee.
Page 734 of 2938
a. The six (6) year term of this License shall commence with the 2018 Annual
Show, and shall expire following the conclusion of the 2023 Annual Show (the "Term"). This
License may be renewed in accordance with Section 2(i) below.
b. Except as provided in Section 3 of this Agreement with respect to the 2018
Annual Show, the license period for each Annual Show shall extend for a maximum period of
fifty-four (54) consecutive days (including load -in, event days, and load -out), and shall take
place each year on or about the same dates (on or about October 28 through December 21 of
each year), subject to adjustment of calendar dates on mutual agreement of Licensor and
Licensee ("License Period").
i. Specific dates for Move In, Show, and Move -Out may be changed by
mutually agreed to written amendment to this License, provided the annual License Period is
generally within the Oct. 28 to Dec. 21 period. Any additional days in excess of the 54 day
annual License Period referenced herein, if requested by Licensee, shall be subject to mutual
agreement of the parties, at City's then prevailing daily rates for use of the Premises.
ii. Licensee commits to exercising its best efforts to reduce set-up and
load -in period through the potential purchase of modular or other structures. In the event
Licensee is able to reduce its set-up or load -in time through any of the foregoing or other
efforts, the annual License Fee shall be proportionately reduced on a pro rata basis.
c. Licensee's proposed use(s) of the Premises for the Annual Show shall solely
be limited to the presentation of the Annual Show, with up to 8,600 square feet of the Premises
used for back of house operations_ Licensee may install temporary tents and tent structures
and other equipment necessary for the Annual Show, subject to complying with all City and
Miami -Dade County requirements including, without limitation, permitting requirements. All
installations and improvements shall comply with all applicable City, County, State and
Federal Laws.
d. To the extent Licensee's mobilization, load -in or load -out at the Premises
requires that Licensee be provided with reasonable access through portions of the Paris to the
Premises, the terms for such access shall be subject to any limitations or restrictions the City
may require with respect thereto, with the intent of minimizing impacts to other activities and
programming that may be taking place at the Park. With respect to such programming at the
Park, Licensee agrees to suspend mobilization or load -in each Veteran's Day, with no work
taking place at the Premises on Veteran's Day, to permit the City's Veteran's Day activities to
take place at or in the vicinity of the veteran's plaza that will be located in the Park.
e. Licensor shall provide Licensee with water service connections and electrical
service connections at TBD locations within the Premises, with the final locations for such
connections to be identified as part of the design development process for the Park. City's
design for water service and electrical connections shall be based on, and comparable to,
Licensee's approximate water service provided by the City for the 2017 Annual Show, and
electrical service capacity not -to -exceed 3400 AMPs @ 480v/3P dedicated service, each
grouping with its own breaker, as depicted in Option C of Exhibit B hereto, provided, however,
that the design and proposed locations for electrical connections shall be subject to review and
approval by the City's Design Review Board and Agencies Having Jurisdiction. Licensee
Page 735 of 2938
hereby acknowledges and agrees that the design for water service and electrical service
connections based on Licensee's 2017 Annual Show usage shall be sufficient and suitable for
the purposes for which the Premises are licensed under this Agreement. Any additional water
service or electrical service needs in excess of 2017 Annual Show levels, or otherwise solely
required for the benefit of Licensee, shall be the sole responsibility of Licensee, at its sole cost
and expense.
f. Any rental of any space other than the Premises shall be the subject of a
separate agreement, at the then -prevailing rates, and subject to availability. Except as to the
Premises, Licensee shall not use any other portion of the Park without Licensor's prior written
approval.
g. Licensee may temporarily fence the Premises for safety purposes during the
build -out of the site and installation of the tent structures for each Annual Show, with the fence
to be removed prior to each Annual Show upon completion of the installation. Licensee may
also fence off any generators Licensee uses to support its electrical power needs for any Annual
Show. Except as provided herein, Licensee shall not otherwise fence the Premises or any
portion of the Park.
h. At the conclusion of each Annual Show, Licensee shall replace the sod and
planting material to the original condition at the Premises and any portion of the Park used by
Licensee, such as for mobilization, load -in, or load -out within 15 days of show load -out.
i. Notwithstanding any other provision contained within this License, 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 hold the
Annual Show at the Premises for an additional five consecutive Annual Shows. "Right of First
Refusal and Renewal" shall mean the right, before any other licensee or potential licensee to
use the Premises for any purpose, to use the Premises for the 2024-2028 Annual Show, on the
same or similar financial terms as contained within this License (including, without limitation, the
License flee rate structure and the annual adjustments specified in Section 4 of this License).
In order to exercise the Right of First Refusal and Renewal, Licensee must give written notice to
the Licensor by no later than December 31, 2022, after which the Licensee and Licensor shall
negotiate, in good faith, to enter into a license agreement for the 2024-2028 dates in a form
acceptable to all Parties prior to June 30, 2023, or another mutually agreed upon date (the
"Right of First Refusal Period"). If the parties are in active negotiation of such license
agreement on June 30, 2023 or such other mutually agreed upon date, then the Right of First
Refusal Period shall be deemed extended until such license agreement is entered into or such
negotiations are abandoned by both parties, provided, however, that the Right of First Refusaf
shall expire if a license agreement is not executed by January 1, 2024. In the event Licensee
fails to give written notice exercising the Right of First Refusal and Renewal by December 31,
2022, 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 or after January 1, 2024, in its discretion.
Specific License Terms and License Fee with Respect to 2018 Annual Show.
a. The Parties acknowledge and agree that the 2018 Annual Show is a transition
year, in light of the Miami Beach Convention Center Renovation Project ("MBCC Renovation")
and the anticipated construction of the Park, and as such, the layout described in Exhibit "A'
3
Page 736 of 2938
shall not apply to the 2018 Annual Show. As the City cannot guarantee the completion of
construction by a date certain, the details concerning the availability of the Premises, including
an exhibit depicting the final site plan or site layout identifying the footprint for the 2018 Annual
Show and the location of electrical connections, among other details, shall be subject to the
progress of construction, and shall be memorialized in a mutually agreed -upon amendment to
this License Agreement, on or before May 1, 2018, executed by the City Manager and Licensee.
b. The License period for the 2018 Annual Show shall extend for sixty (60)
consecutive days (including load in, show days, and load out), from October 22, 2018 through
December 21, 2018. The License fee for the 2018 Annual Show shall be $128,500, plus all
applicable taxes, including sales tax.
C. For the 2018 Annual Show, Licensor shall provide, and Licensee hereby accepts,
the Premises, with water service connections based on, and comparable to, the water service
provided by the City for the 2017 Annual Show. 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, based on, and comparable to, the electrical service connections and/or
generators provided for the 2017 Annual Show. 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 City's 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.
d. For the 2018 Annual Show, if applicable based on the progress of construction at
the time of Licensee's load -in period, the cost of relocating up to 450 parking spaces to the 17th
Street Parking Garage is $107 per space for the period from October 22, 2018 — December 21,
2018 for employees/laborers of Clark Construction and its subcontractors. Licensee and
Licensor 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.
e. In the event the City determines that, due to the progress of construction activity
at the Miami Beach Convention Center, or construction of the Park during either 2018 or 2019,
the City needs to either (a) utilize the Premises for such construction during 2018 or 2019 or (b)
make the Premises available to accommodate Art Basel in the event that portions of the Miami
Beach Convention Center are not available for use by Art Basel for its 2018 event due to
construction delays, then the City shall provide Licensee with notice of the unavailability of the
Premises not later than May 1, 2018 for the 2018 Annual Show, and not later than June 1, 2019
for the 2019 Annual Show, and the provisions of this License with respect to the 2018 Annual
Show or 2019 Annual Show, as applicable, shall be null and void. In the event the City notifies
the Licensee of the unavailability of the Premises for the 2018 or 2019 Annual Show pursuant to
this subsection, 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
4
Page 737 of 2938
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 cancellation pursuant to this
subsection. In the event the City notifies the Licensee of the unavailability of the Premises for
either the 2018 or 2019 Annual Shows pursuant to this Section (such that the Annual Show
does not take place at the Premises), Licensee shall have the right to terminate the Agreement
for all Annual Shows subsequent to the Annual Show for which the Premises are unavailable,
by giving notice to the City not later than December 1, 2018 (if the Premises are unavailable for
the 2018 Annual Show) and December 1, 2019 (if the Premises are unavailable for the 2019
Annual Show).
f. Except as specified in this Section 3 with respect to the 2018 Annual Show, all of
the terms and conditions set forth in this License shall otherwise apply to each Annual Show,
including the 2018 Annual Show. In the event of any conflict between the terms of this License
and the terms set forth in this Section 3 with respect to the 2018 Annual Show, the terms of this
Section 3 shall govern and control.
g. Notwithstanding any provision to the contrary in this License, upon notice by the
City to Licensee on or before June 1, 2019, in the event the construction of the Park is on -going
during 2019, and the City determ?nes, at its discretion, that the Premises as described in
Section 2 hereof may not be available for the 2019 Annual Show, the terms described in this
Section 3 for the 2018 Annual Show (including, without limitation, the License fee for the 2018
Annual Show), shall be extended and shall apply to the 2019 Annual Show, in the same manner
as provided herein for the 2018 Annual Show.
4. License Fee for 2019 — 2023 Annual Show. The base rental fee ("License Fee") for
the use of the Premises for the 2019 Annual Show shall be $150,000, plus all applicable taxes,
including sales tax. For each year thereafter, commencing with the 2020 Annual Show, the
License Fee shall be calculated by reference to the License Fee for the immediately preceding
Annual Show, subject to annual adjustment by the greater of (x) two percent (2%), or (y)
inflation measured by utilizing the United States Bureau of Labor Statistics, Consumer Price
Index for All Urban Consumers; Miami -Fort -Lauderdale (on an October 1 to September 30 fiscal
year basis). For illustrative purposes only, the License Fee for the 2022 Annual Show shall be
calculated by reference to the final 2021 License Fee, subject to adjustment by the greater of (x)
two percent (2%), or (y) inflation measured by utilizing the United States Bureau of Labor
Statistics, Consumer Price Index for All Urban Consumers; Miami -Fort -Lauderdale; the License
Fee for the 2023 Annual Show shall be calculated by reference to the final 2022 License Fee,
subject to adjustment by the greater of (x) two percent (2%), or (y) inflation measured by
utilizing the United States Bureau of Labor Statistics, Consumer Price Index for All Urban
Consumers; Miami -Fort -Lauderdale; and so on.
i. If the square footage utilized by Licensee for each Annual Show changes,
the License Fee for such Annual Show shall be adjusted on a pro rata basis.
ii. The License Fee does not include any of the following, which shall be the
sole responsibility of Licensee:
1 Utilities/electrical costs;
5
Page 738 of 2938
2. Equipment required for use of Premises;
3. Installation and removal of signage;
4. Taxes, including ad valorem, if applicable;
5. Permit fees as specified in Paragraph 24;
6. Trash removal;
7. Sod and planting material replacement;
8. Repair and replacement of damaged hardscape or landscape; and
9. Any other direct expenses arising from the Annual Show which are
incurred by Licensor for which Licensee is expressly responsible
under this Agreement.
ili. In the event Licensee fails to remit payment of any amounts due under
this License, interest shall accrue on such overdue amounts at the rate of 0.5% per month (6%
per annum, non -compounded), or the maximum rate permitted by law, whichever is less.
5_ Costs. For each Annual Show, Licensee shall reimburse the Licensor for all costs and
expenses incurred by Licensor in connection with Licensee's use of the Premises, including,
without, limitation, equipment, services and labor costs, police/fire personnel, and other labor
costs, if any. Licensor shall charge, and Licensee shall pay, for all costs and expenses at the
then -prevailing rates.
6. Security Deposit. Licensee shall pay to the Licensor, no later than sixty (60) days
prior to the first Move -In date of each Annual Show, the sum of $20,000,00, 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
Licensor 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 credited toward the License Fee or any other amounts due to the Licensor
under this License.
7. Food and Beverage/Concessions. Licensee shall have the exclusive right to provide
food, beverage and catering services at the Premises, unless otherwise agreed to by the parties
for any given year, With respect to the sale or service of food and beverage at the Premises,
Licensee shall comply with any exclusive product or sponsor relationship applicable to the
Premises, including City's agreement with Coca-Cola North America with respect to product
exclusivity at the Premises (or any other exclusive beverage product sponsorship or similar
relationship that City may enter into prior to the expiration of the 2023 Annual Show). Except as
to Coca-Cola, Licensee shall not be bound to honor any such exclusive product or sponsor
relationship of the City which conflicts with Licensee's existing business relationships or
Licensee's business relationships arising hereafter but prior to City's notice to Licensee that City
is bound by such exclusive product or sponsor relationship.
Protection Clause/Competina Events.
a. The Licensor agrees that it will not license the Premises to third parties for the
purpose of holding a fumiture design show, for thirty (30) days immediately prior to, and the
thirty (30) days immediately after, the Annual Show (including move -in and move -out dates).
b. Throughout the Term, Licensee shall maintain its primary programming at the
Premises as a furniture design show. Except for the use of the Premises as a furniture design
6
Page 739 of 2938
show featuring museum -quality furniture, lighting, and objects d'art, any other uses, including
without limitation, the presentation of an annual show with primary programming as any other
type of art fair, shall be subject to the prior written approval of the City Manager, at his or her
sole discretion.
9. Due Care in Use of Premises. Licensee agrees to exercise due care in its use of the
Premises, and shall use the Premises in a safe and careful manner. Except as expressly set
forth herein, Licensee shall not alter any part of the Premises without the City Manager's prior
written approval. Licensee shall not damage, mar, deface or injure any part of the Premises,
and shall be solely responsible for any damage caused to the Premises (or any other portion of
the Park used by Licensee) during the License Period.
1. Upon expiration of the License Period for each Annual Show, Licensee
shall deliver the Premises in as good condition and repair as existed at the beginning of the
License Period, shall remove from the Premises, any and all property, goods or other effects
belonging to, or brought onto the Premises, by Licensee (or its agents, contractors,
representatives or invitees). If Licensee fails to do so, Licensor may store or cause to be stored
any such property at Licensee's expense. Altematively, Licensor may deem such property to be
abandoned and sell such property in such a manner and to such an extent as is permitted by
applicable law, and apply the proceeds of such sale(s) in a manner determined by Licensor in
its sole discretion.
ii. Further, as provided in Section 2(h), upon expiration of the License
Period for each Annual Show, Licensee shall replace the sod and planting material at the
Premises (and any other portion of the Park used by Licensee). If Licensee fails to replace the
sod and planting material, Licensor may replace the sod and planting material, at Licensee's
sole cost and expense.
iw In its use of the Premises, in no event shall Licensee cover or remove any
element of the Veteran's Plaza or any of the City's Art in Public Places works installed or
displayed at or in the vicinity of the Premises or the Park, and shall take steps to protect and not
cause any damage to the Veteran's plaza or Art in Public Places worts of art.
10. Delay of Possession
i. In the event Licensor is not able to tender possession of the Premises or
any part thereof to Licensee because of any delay, then as long as such inability continues, the
License Fee shall be reduced pro -ratably. Licensor shall also be liable to pay any and all costs
incurred by Licensee including, but not limited to, personnel overtime costs, as a result of
Licensor's failure to tender possession of the Premises, unless such delay is caused by an
event of Force Majeure (as provided in Section 26 below), in which case the provisions of
Section 26 shall take precedence and control.
ii. Should Licensee fail to vacate and surrender the Premises at the end of
the License Period or restore the Premises to its original condition, Licensee shall pay to the
Licensor Licensee shall pay to the Licensor $0.05 per square foot per day for use and
occupancy for that portion of the Premises that has not been vacated, surrendered, or restored
to its original condition. Further, the Licensor may, as a bailee, using reasonable care, remove
and store all goods and chattels at the sole expense of the Licensee and may dispose of any
such property if, after the expiration of fifteen (15) calendar days after the expiration of the
Page 740 of 2938
License Period, the Licensee has failed to remove the property from the possession of the
Licensor, upon prior written notice. The Licensor shall not be liable to the Licensee on account
of so removing, storing, or disposing of any property as provided by this subsection and
Licensee shall save and hold Licensor harmless from any liability from another licensee who is
prevented from occupying their',icensed portion of the Premises due to the holding over of the
Licensee.
11. Condition of Premises. Licensor makes no warranty or representation to Licensee of
any kind (express or implied) regarding the suitability of the Premises, or any portion thereof, for
any aspect of the use Licensee expects or intends to make of the Premises. Licensee further
agrees that the Premises shall be delivered to Licensee for each Annual Show "AS IS'.
"WHERE IS," and "WITH ANY AND ALL FAULTS,' and without warranty, express or implied, as
to the merchantability or fitness for the use thereof for any particular purpose.
12. Event Activation/Operations. Licensee shall be solely responsible to provide for, and
make all arrangements with respect to, the activation, operation and safe presentation of each
Annual Show, including, without limitation, set-up and breakdown, box office and ticketing, credit
card terminals, crowd control, badge checkers, supervisors, janitorial staff, telecommunications
staff, internet technology staff, ticket takers, concession and catering staff, communications
services (such as telephone, internet, and other services), support services, and first aid EMTs
and fire personnel (at then -prevailing rates).
13. Advertisinst and Promotion. Licensee warrants that all advertising for each Annual
Show will be accurate and truthful, and will include accurate information of event times and
ticket prices (if applicable). All advertising of the Annual Show shall be subject to the prior
written approval of Licensor (which shall not be unreasonably withheld).
14. Security. 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. The Licensor shall have no obligation or responsibility whatsoever in connection
therewith unless due to the gross negligence or willful misconduct of the Licensor.
15. Access and Control. Licensee shall, and shall cause its employees, agents and
exhibitors and contractors to, follow any and all rules, regulations and policies of the Licensor,
including any instructions of Licensors representatives regarding Licensee's use and
occupancy of the Premises. In licensing the use of the Premises to Licensee, it is understood
that Licensor does not relinquish the right to control the management thereof and to enforce all
necessary rules and regulations. Licensor shall at all times have the right to limit the number of
people attending the Annual Show, for the purpose of ensuring the safety of people and
property at the Premises.
16. Disorderly Conduct. Licensor reserves the right at all times to refuse admission to or
to cause to be removed from the Premises any disorderly person, including Licensee's
employees, agents, contractors, exhibitors, guests and invitees, as determined by Licensor in its
sole discretion, and in the event of the exercise of such authority, Licensee hereby waives any
and all claims for damages against Licensor and the Owner on account thereof,
17. f0mittedl
Page 741 of 2938
18. Clean Up. 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 Licensor, 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.
19. Indemnification. Licensee shall indemnify, defend and hold the Licensor, 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, property 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.
20. 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.
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.
K
Page 742 of 2938
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 Licensor 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.
21. 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 Is 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 Agreement,
C. If Licensee fails to discharge any lien filed on the Premises caused by any act
or omission of Licensee or its agents, contractors or employees, 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 Licensor.
In the event cf a default by Licensee, and where such default is not cured within the
applicable period, the Licensor 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.
Additionally, in the event of a termination hereunder, the Licensory may also pursue any
and all remedies, whether at law or equity, available to seek redress for such default.
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Page 743 of 2938
22, Bankruptcy and Insolvency: If Licensee is adjudicated bankrupt or makes an
assignment for the benefits of creditors, the Licensor shall have the right to immediately
terminate this Agreement and re-enter the Premises without notice or demand.
23 Termination for Convenience.
a. Either party may terminate the Agreement without cause prior to the conclusion
of the 2023 Annual Show by giving notice to the other not later than December 31 of the
calendar year prior to the calendar year of the first Annual Show scheduled to occur following
such termination..
b. In the event Licensor terminates the Agreement prior to the conclusion of the
2023 Annual Show without cause pursuant to this Section 23, the Licensor shall reimburse
Licensee for (i) any deposit previously made for such next scheduled Annual Show; and (ii) all
non-refundable costs and expenses incurred by Licensee with respect to that year's Annual
Show.
C. In the event Licensee terminates the Agreement prior to the conclusion of the
2023 Annual Show, without cause pursuant to this Section 23, Licensee shall (i) forfeit any
deposit previously made for the next scheduled Annual Show; (ii) reimburse the Licensor for all
non-refundable costs and expenses incurred by the Licensor with respect to such next
scheduled Annual Show; and (iii) reimburse the Licensor, as liquidated damages, for the costs
of the unamortized portion of design and construction of the Proposed Enhancements (if
funding is appropriated by the City for the Proposed Enhancements).
24. Permits and Licenses. For each Annual Show, 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, including, without limitation, a City Special Event
Permit, which includes building, structural, and electrical permits, with associated special event
permit fees. 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, and any approvals
that may be required by any Authorities Having Jurisdiction or other regulatory authority (such
as the City's Building Department and Fire Department). Licensee shall be responsible for its
own Maintenance of Traffic (MOT) plan and life safety plans. Further, Licensee shall secure,
and shall be solely responsible for, any licenses required by any performing arts societies such
as ASCAP or BMI for music or other copyrighted works to be utilized or displayed at the Annual
Show. Licensee shall defend, indemnify and hold harmless Licensor and the Owner from any
and all claims, fees, expenses, costs or damages, including reasonable attomeys' fees and
court costs, suffered or incurred by such parties in connection with any breach of this Section.
25. Licensor's Right, of Entry. The Licensor, 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
Licensor may consider necessary, and for the purpose of preventing fire, and/or addressing
other fife safety issues. However, the Licensor agrees that, whenever reasonably possible,
the Licensor shall provide notice to Licensee, unless the need to enter the Premises is an
emergency, as deemed by the Licensor, in its sole discretion, which if not immediately
11
Page 744 of 2938
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 Licensor to do any work that under any
provisions of this Agreement Licensee may be required to perform, and the performance
thereof by the Licensor shall not constitute a waiver of the Licensee's default.
26. Sponsorship/Complimentary Tickets. The City of Miami Beach shall be recognized
as a level sponsor of each Annual Show, and shall receive sponsorship recogniticn that,
at a minimum, includes logo recognition in the annual catalog, and logo recognition on the
Licensee website (with a link to City's website). In addition, City will receive recognition in the
Design Miami catalogue. Licensee shall provide the City with a minimum of ten (10)
complimentary VIP passes for each Annual Show, and at least 25 additional complimentary day
passes for each Annual Show. Further, for each Annual Show, Licensee shall provide Miami
Beach residents with the opportunity, at least _ days in advance of each Annual Show, to
purchase individual passes or tickets to the Annual Show at a discount of at least fifteen percent
(15%) off regularly advertised ticket prices. The Licensor shall provide Licensee with various
media channels/formats to promote the offer (i.e. City newsletter, website).
27. Force Majeure. Licensor 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. Neither Party shall be considered to be in breach of this License, or liable or
responsible to the other Party, for any delay, damage, loss, failure, or inability to perform its
obligations hereunder; if such delay, damage, loss, failure or inability to perform, directly or
indirectly, is caused by or in any manner arises from, an event of "Force Majeure " 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
or other storm event, explosions, epidemics, earthquakes, floods, civil disturbances, chemical
or environmental contamination, accident, confiscation or seizure by any governmental
authority, 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. If an occurrence of an event of Force Majeure takes
place, the Party affected by the Force Majeure event shall provide notice to the other Party
within twenty-one (21) days of the date on which such Party gains actual knowledge that
such Party is unable to perform due to Force Majeure. The period of Force Majeure, and the
suspension of obligations hereunder, shall extend to and include any period of time required
to implement emergency preparations in advance of the event of Force Majeure, the event of
Force Majeure itself, and the period of time following the event of Force Majeure that may be
required to restore the Premises and/or remediate any delay, damage, loss, failure or inability
to perform as a consequence of the event of Force Majeure. If either Licensor or Licensee
cancel any Annual Show due to an event of Force Majeure, the Parties shall not have any
liability under the License and Licensee, as its so'e remedy and relief, shall receive a refund
of any uncommitted or cancelable advance payments, including any deposits made pursuart
to this License, less any expenses directly incurred by Licensor in preparing for the Annual
Show.
The Parties further acknowledge that by virtue of climate conditions and the City's status as a
major tourism destination that attracts many foreign visitors, the Licensor cannot make any
guarantees with respect to mosquito bome virus transmissions, including but not limited to
the Zika virus. In the event of the occurrence of any such transmissions, Licensee shall have
access to the same general information that the City provides to the general public with
regard to transmission risks and prevention efforts. The Licensor encourages Licensee to
12
Page 745 of 2938
post relevant public health -related information on Js website and if possible, other marketing
channels, for the benefit of its guests and patrons, as necessary. The Parties expressly
acknowledge and agree that the occurrence of mosquito borne virus transmissions, including
but not limited to Zika virus transmissions within the City of Miami Beach, Florida or
elsewhere shall not constitute an event of Force Majeure under this License, unless a
governmental entity or other public authority having jurisdiction issues a mandatory
evacuation order or a travel bar that precludes attendees from traveling to the City of Miami
Beach for the Annual Show.
28 Compliance With Laws and Rules of the Premises; Taxes. Licensee shall fully
abide by, conform to and comply with, and shall cause every person under its direction or
control who is connected with the performance of any aspect of this License to fully abide by,
conform to and comply with all applicable laws, rules, regulations and ordinances of the United
States of America, the State of Florida, the County of Miami -Dade, the City of Miami Beach and
their respective agencies, as well as any rules, regulations and policies of Licensor for the use,
occupancy and operation of the Premises. Licensee agrees to pay promptly all taxes assessed
on its activities at the Premises hereunder, including, without limitation, any sales tax on the
payment of the License Fee and any other costs payment under this License (which shall be in
addition to, and separate from, the amounts due hereunder), and any ad valorem taxes, if any.
Licensee shall be responsible for filing of any required federal, state or local tax or information
returns and the payment of all sales, admission, excise and other taxes due, if any, in
connection its obligation due with respect to with the Annual Show or admissions thereto.
29. Non -Discrimination / Americans With Disability Act. Licensee agrees not to
discriminate against any employee or applicant for employment to be employed in the
performance of or in relation to this License, with respect to the hire, tenure, terms, conditions
or privileges of employment, or any other matter directly or indirectly related to such
employment, whether on account of race, marital status, color, religion, national origin,
ancestry, age, sex, sexual orientation or handicap. With respect to the Annual Show, Licensee
recognizes that it is subject to the provisions of Title III of the Americans with Disabilities Act, as
amended ("ADA"). Licensee shall be responsible for ensuring that its set-up for the Premises for
each Annual Show complies in all respects with the ADA, including without limitation with regard
to accessibility, usability, and configuration. Licensee shall be solely responsible for providing
auxiliary aids or any modification of the Premises or other portion thereof that may be required in
order to accommodate the Annual Show, and for ensuring that the policies, practices, and
procedures it applies in connection with the Annual Show are in full compliance with the ADA.
30. 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.
31. Remedies. The rights and remedies provided by this Agreement are cumulative, and
the use of any one right or remedy by any party hereto shall not preclude or constitute a waiver
of its right to use any or all other remedies. Such rights and remedies are given in addition to
any other rights and remedies a party may have by law, statute, or otherwise.
32. 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
13
Page 746 of 2938
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.
33 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 lega' 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.
34, Limitation of Liability. Licensor desires to enter into this License only if in doing so
the Licensor can place a limit on the Licensor's liability for cause of action for money
damages due to an alleged breach by the Licensor of this License, including but not limited
to a delay or failure to provide the Premises to Licensee, so that the liability of the
Licensor for any such breaches never exceeds the aggregate total sum of $10,000, plus
any amounts which Licensee has paid to the City and for which City is obligated to
reimburse Licensee ("the Liability Cap"). Licensee hereby expresses its willingness to
enter into this License with Licensee's recovery from the Licensor for any damage action for
all matters arising under this License to be limited to a maximum aggregate total amount
equal to the Liability Cap. Accordingly, and notwithstanding any other term or condition of
this License, Licensee hereby agrees that the Licensor shall not be liable to Licensee for
damages in an aggregate total amount in excess of t h e L i a b i I i ty C a p for any action or
claim for breach of contract or otherwise arising out of the performance or
nonperformance of any obligations imposed upon the Licensor 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 Licensor's liability as set forth in Florida Statutes,
Section 768.28, Neither party shall be liable under any circumstances to the others or to any
third party for any indirect, special, punitive or consequential damages, or loss of revenue or
profits, arising in connection with this License, even if such party has been advised of the
possibility of such damages. Furthermore, Licensor shall not be responsible or liable for any
injury or death to person or loss or damage to property sustained by Licensee, its employees,
agents, exhibitors, contractors, or any other person claiming through Licensee resulting from
any condition, accident or occurrence in or upon the Premises, unless such injury, loss or
damage is due to the gross negligence or intentional misconduct of Licensor or its employees or
agents. Nothing herein shall limit or impair any right of Licensee under any insurance policy(ies)
maintained by the City.
35. 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, 4 h Floor
Miami Beach, FL 33139
Attn: City Manager
14
Page 747 of 2938
and Tourism and Cultural Deve!opment Department
1755 Meridian Avenue, Suite 500
Miami Beach, FL 33139
Attn: Director
Licensee Design Miami II, LLC
3841 N.E. 2n'Avem e, Suite 400
Miami, FL 33137
Attention: Craig Robins
With copies to: Design Miami 11, LLC
3841 N.E. 2nd Avenue, Suite 400
Miami, FL 33137
Attention: Jen Roberts and 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.
36. Not a Lease. It is expressly understood and agreed that no part of the Premises or
the Park, or any part, parcel, building, structure, equipment or space is leased to the Licensee;
that this License is solely in the nature of a non-exclusive license agreement, and is not a
lease, and in no event shall this License be construed to confer any legal or equitab'e interest
of any kind whatsoever in the Premises, the Park, or any City -owned property.
37. Entire Agreement. The Parties hereby agree that this License represents the
entire agreement between the Parties relating to the subject matter hereof. This License
alone fully and completely expresses the agreement of the parties relating to the subject
matter hereof. There are no other courses of dealing, understanding, agreements,
representations or warranties, written or oral, except as set forth herein. This License may
not be amended or modified, except by a written agreement signed by all parties hereto.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
15
Page 748 of 293E
IN WITNESS WHEREOF, the Parties hereto have caused th
executed by their appropriate officials, as of the date first entered ate4
ATTEST: ' LICENSOR/CITY/
Rafael E Granado, City C#\ Eq C
WITNESS
By
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Print Name
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\Print Name J
N MIAMI
1 II, LLC,
WsignMernie Inc., its managing partner
+CEO
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Page 749 of 2938
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Page 751 of 2938
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L EDICATED
300AMP5
AMENDMENT NO. 1 TO LONG-TERM LICENSE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH AND DESIGN MIAMI II, LLC
THIS AMENDMENT NO. 1 TO LONG-TERM LICENSE AGREEMENT (this
"Amendment") is executed as of June 30, 2023 by and between the CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation (the "City" or "Licensor") and DESIGN MIAMI 11, LLC, a Florida
limited liability company (the "Licensee"). The City and Licensee are sometimes herein referred
to as the "Parties" and each, a "Party."
RECITALS:
WHEREAS, the City and the Licensee entered into that certain Long -Term License
Agreement Development and Ground Lease Agreement with an Effective Date of October 26,
2017, (the "License Agreement") regarding the use by Licensee of a portion of the park now
known as Pride Park (the "Park"), located west of Convention Center Drive between 18th and
19th Street, as more fully described in Exhibit A to the License Agreement (the "Premises") to
hold its Design Miami Annual Show; and
WHEREAS, the term of the License Agreement is set to expire following the 2023 Annual
Show, -and
WHEREAS, Licensee property exercised its Right of First Refusal and Renewal to renew
the term for an additional five years commencing in 2024 and ending following the 2028 Annual
Show -,and
WHEREAS, the City and Lessee desire to amend the License Agreement to reflect certain
modifications negotiated by the Parties and approved by the Mayor and City Commission of the
City of Miami Beach on September 13, 2023 pursuant to Resolution 2023-
NOW, THEREFORE, in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, the
City and Licensee agree as follows:
Recitals; Effective Date.
The foregoing Recitals are true and correct and are incorporated herein by
reference. The paragraph headings of this Amendment are for convenience and reference only
and none of such headings shall limit or amplify the meaning, application or construction of any
of the provisions of this Amendment. Capitalized terms not defined herein shall have the
meanings assigned such terms in the License Agreement, as the context requires. The provisions
of this Amendment shall become Effective only upon the commencement of the Renewal Term
(as defined below).
Renewal Term; License Period.
a, The Term of the License Agreement is hereby extended for a five-year renewal
term (the "Renewal Term") which shall commence immediately following the conclusion of the
725525042
Page 752 of 2938
2023 Annual Show and shall expire following the 2028 Annual Show. All references in the License
Agreement to the Term shall be deemed to include the Renewal Term.
b. Section 2.b of the License Agreement is hereby amended by inserting the following
at the end of the first paragraph:
"Notwithstanding the foregoing, during the Renewal Term, the License Period shall extend
for a maximum period of fifty (50) consecutive days (including load -in, event days and
load -out), and shall take place each year on or about the same dates (on or about October
30 through December 18 of each year), subject to adjustment of calendar dates on mutual
agreement of the City and Licensee. The Annual Show will take place on the last week in
November and/or the first week in December, based on the applicable calendar year, to
coincide with the annual Art Basel Miami Beach and Miami Beach Art Week event
schedule."
C. Subparagraph 2.b.i of the License Agreement is hereby amended by substituting
the date range "Oct. 28 to Dec. 21 with "October 30 to December 18" such change to become
effective for the 2024 Annual Show and subsequent Annual Shows during the Renewal Term.
d. Section 2 of the License Agreement is hereby amended by inserting the following
as new Section 2.j:
"j. The City shall have the right to temporarily suspend or modify mobilization
and/or load -in and/or load -out of the Annual Show, with twenty-four (24) hours' written
notice to Licensee, if necessary, due to construction activity at the Miami Beach
Convention Center Hotel that impacts the use of Convention Center Drive and/or
surrounding thoroughfares (including 18th and 19th Streets), or due to inclement weather
conditions, in each case as determined by the Building Official and/or City Manager or
designee in his or her sole discretion."
e. Section 2 of the License Agreement is hereby amended by inserting the following
as new Section 2.k:
"k. The term of the license agreement between Art Basel U.S. Corp. currentty
expires following the 2028 Art Basel Miami Beach Event. Based on the existing synergy between
the Art Basel Event and the Annual Show, if Art Basel U.S. Corp. renews its license agreement
to host the Art Basel Miami Beach Event at the Miami Beach Convention Center for additional
years beyond 2028, the City shall negotiate in good faith with Licensee to extend the term for an
additional renewal term not to exceed five (5) years on such terms as the Parties shall agree."
License Fee for 2024-2028 Annual Show; Per -Diem Fee; Holdover Fee.
a. The first paragraph of Section 4 of the License Agreement is amended by inserting
the following fee provision to apply for the for the 2024 Annual Show and subsequent Annual
Shows during the Renewal Term:
"The License Fee for the 2024 Annual Show shall be calculated by multiplying the License
Fee for the 2023 Annual show by fifty fifty-fourths (50/54012), and then adjusting by the
greater of (x) three percent (3%) or (y) inflation measured by utilizing the United States
Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers; Miami -Fort -
Lauderdale (on an October 1 to September 30 fiscal year basis) subject to a cap of six
72552504.2
Page 753 of 2938
percent (6%). The License Fee for each year thereafter shall be calculated by reference
to the License Fee for the immediately preceding annual show, subject to annual
adjustment by the greater of (x) three percent (3%) or (y) inflation measured by utilizing
the United States Bureau of Labor Statistics, Consumer Price Index for All Urban
Consumers; Miami -Fort -Lauderdale (on an October t to September 30 fiscal year basis)
subject to a cap of six percent (6%)."
For the avoidance of doubt, the License Fee for the 2023 Annual Show shall be calculated in
accordance with the formula in the Existing License.
b. Section 4 of the License Agreement is hereby amended by inserting the following
as new Subsection 4.iv:
" iv. If the License Period is extended by mutual agreement of the Parties, the
License Fee for the applicable Annual Show shall be increased by the amount determined by
multiplying (x) the per diem amount determined by dividing the applicable License Fee into fifty
(50) (the "Per Diem Rate") times (y) the number of additional days agreed to by the Parties."
C. Section 4 of the License Agreement is hereby amended by inserting the following
as new Subsection 4.v:
V. If the Licensee holds over or refuses to surrender possession of the
Premises without the City's prior written consent at the expiration of the License Period, the City
shall have the right, in addition to all other rights and remedies available to it, to charge Licensee
a holdover fee equal to the amount determined by multiplying (x) 200% of the Per Diem Rate
times (y) the number of days in the holdover period."
4. Security Deposit and Utilities Security Deposit.
Section 6 of the License Agreement is hereby struck in its entirety and replaced by the
following:
"6. Security Deposit; Utilities Security Deposit. Licensee shall pay to the Licensor, no
later than sixty (60) days prior to the first Move -In date of each Annual Show, the sum of
$40,000.00 (the "Security Deposit"), 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 Licensor 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 License, the Licensor may (but shall not be required to) use, apply or retain
all or any part of the Security Deposit for the payment of the License Fee or other sum in default,
or for the payment of any amount which Licensor may spend or become obligated to spend by
reason of Licensee's default, or to compensate Licensor for any other loss or damage which
Licensor may suffer by reason of Licensee's default. If any portion of said Security Deposit is so
used or applied before Licensee has vacated the Premises, Licensee shall, within five (5)
business days after written demand therefor, deposit cash with Licensor in an amount sufficient
to restore the Security Deposit to $40,000, and Licensee's failure to do so shall be an event of
default under this Lease. Licensor shall not be required to keep the Security Deposit separate
from its general funds, and Licensee shall not be entitled to interest on such Security Deposit. If
Licensee shall fully comply with and faithfully perform all of the terms, conditions, and covenants
of this Lease, the Security Deposit shall be credited toward the License Fee or any other
amounts due to the Licensor under this License. In addition, Licensee shall pay to Licensor the
725525N.2 Page 754 of 2938
sum of $32,000.00 as a security deposit to cover the utility charges that may accrue during the
term of the usage of the premises (the "Utilities Security Deposit"). The Utilities Security Deposit
shall be paid in two, equal installments of $16,000 with the first installment to be paid by or before
the date that is thirty (30) days prior to the first load -in date of each Annual Show and the second
installment to be paid by or before December 15 of the applicable Annual Show year. For the
avoidance of doubt, neither the Security Deposit nor the Utilities Security Deposit shall be
deemed to constitute a limit on Licensee's liability to Licensor hereunder."
5. Food and Beverage/Concessions. Section 7 of the License Agreement is
hereby struck in its entirety and replaced by the following:
"7. Food and Severaue/Concessions. Unless expressly waived in writing by the City, with
respect to the sale of food and beverage at the Premises, the Licensee shall comply with any
exclusive product or sponsorship relationship applicable to the Premises including, but not limited
to, the City's sponsorship agreements with PepsiCo and Red Bull, with respect to product
exclusivity at the Premises or any other exclusive food and/or beverage product sponsorship or
similar relations that the City may enter prior to the expiration of the Term, provided, Licensee
shall not be bound to honor any such exclusive product or sponsor relationship of the City which
conflicts with Licensee's existing business relationships or Licensee's business relationships
arising hereafter but prior to City's notice to Licensee that City is bound by such exclusive product
or sponsor relationship. Subject to the foregoing, Licensee shall have the exclusive right to
provide food, beverage and catering services at the Premises, unless otherwise agreed to by the
parties for any given year."
6. Due Care in Use of Premises. Subparagraph iii in Section 9 of the License
Agreement is hereby struck in its entirety and replaced with the following:
iii. In its use of the Premises, in no event shall Licensee cover or remove any
element of the Veteran's Plaza or any of the City's Art in Public Places works installed or
displayed at or in the vicinity of the Premises or the Paris ("AiPP"). Licensee shall be responsible
to protect and not cause any damage to Veteran's Plaza or any AiPP works and to ensure proper
care is observed by Licensee's employees, contractors, participating galleries and their
employees and contractors, other invitees and guests, in collaboration with the Miami Beach
Convention Center Staff and City. Proper care includes, but is not limited to, securing the
perimeter surrounding the AiPP works of art and the Veteran's Plaza before load -in and load -
out. The Licensee is responsible for covering all costs associated with the repair of the Veteran's
Plaza and/or AiPP works of art resulting from damages occurring during the License Period,
including load -in or load -out."
7. Annual Meeting with Palm View Residents. Section 17 of the License Agreement
is hereby struck in its entirety and replaced by the following:
"17. Annual M,�Sting with Palm View Residents. On or before September 1 of each
calendar year during the Term, Licensee, along with City staff, shall meet with representatives
of the Palm View Neighborhood Association to discuss any concerns the Palm View residents
may have concerning the Annual Show."
8. Benefits. Section 26 of the License Agreement is hereby struck in its entirety and
replaced by the following:
4
72552504;2
Page 755 of 2938
"26. "Sponsorship Benefit and Public Benefit. The City of Miami Beach shall be
recognized as a Show Partner level sponsor of each Annual Show, and shall receive sponsorship
recognition comparable to other Brand Partners and Show Partners, which, at a minimum,
includes logo recognition in the annual Design Miami catalogue(s), and event website (with a
link to City's website). Licensee shall provide the City with a minimum of twenty (20)
complimentary VIP passes for each Annual Show, and at least twenty-five (25) additional
complimentary day passes for each Annual Show. Further, for each Annual Show, Licensee
shall provide Miami Beach residents with the opportunity, at least fifteen (15) days in advance of
each Annual Show, to purchase individual passes or tickets to the Annual Show at a discount of
at least fifty percent (50%) off regularly advertised ticket prices. The City shall provide Licensee
with various media channels/formats to promote the offer including but not limited to the C4's
social media channels and newsletter(s). In addition to the foregoing, during each year of the
Term, the Licensee shall provide the additional public benefits specified below:
• Licensee shall host a one -day presentation at Miami Beach Senior High School on
architecture and design, or similar relevant topics germane to educating students on
Design Miami/ Art Show operations.
• Licensee shall make available to one (1) VIP pass for each resident of the Palm View
Historic District (each VIP pass allows for complimentary access to the Annual Show for
two (2) people).
• Palm View Historic District residents will be offered the ability to request Annual Show
tours with the Licensee Exhibitions team.
• Upon request, up to five (5) seats shall be reserved for residents of the Palm View
Historic District at Annual Show talks.
• Licensee shall offer residents of the Palm View Historic District, a tour of the Craig
Robins Collection in the Miami Design District, during pre -Annual Show periods.
• Licensee will offer, residents of the Palm View Historic District, an architectural tour of
the Miami Design District, during pre -Annual Show periods."
9. Inspector General Audit Rights. The following is inserted as new Section 38 of
the License Agreement:
"38. Inspector General Audit Rights.
a. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform reviews,
audits, inspections and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other audit performed by or on
behalf of the City.
b. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records, contracts
and transactions. In addition, the Inspector General has the power to subpoena witnesses,
administer oaths, require the production of witnesses and monitor City projects and programs.
Monitoring of an existing City project or program may include a report concerning whether the
project is on time, within budget and in conformance with the contract documents and applicable
law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect
and review operations, activities, performance and procurement process including but not limited
to project design, bid specifications, (bid/proposal) submittals, activities of the Contractor, its
officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance
5
72552W4;2
Page 756 of 2938
with the Contract Documents and to detect fraud and corruption. Pursuant to Section 2-378 of
the City Code, the City is allocating a percentage of its overall annual contract expenditures to
fund the activities and operations of the Office of Inspector General.
C. Upon ten (10) days written notice to the Licensee, the Licensee shall make all
requested records and documents available to the Inspector General for inspection and copying.
The Inspector General is empowered to retain the services of independent private sector auditors
to audit, investigate, monitor, oversee, inspect and review operations activities, performance and
procurement process including but not limited to project design, bid specifications, (bid/proposal)
submittals, activities of the Licensee, its officers, agents and employees, lobbyists, City staff and
elected officials to ensure compliance with the contract documents and to detect fraud and
corruption.
d. The Inspector General shall have the right to inspect and copy all documents and
records in the Licensee's possession, custody or control which in the Inspector General's sole
judgment, pertain to performance of the contract, including, but not limited to original estimate
files, change order estimate files, worksheets, proposals and agreements from and with
successful subcontractors and suppliers, all project -related correspondence, memoranda,
instructions, financial documents, construction documents, (bid/proposal) and contract
documents, back -change documents, all documents and records which involve cash, trade or
volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel
records and supporting documentation for the aforesaid documents and records.
e. The Licensee shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and performance of this
contract, for examination, audit, or reproduction, until three (3) years after final payment under
this contract or for any longer period required by statute or by other clauses of this contract. In
addition.
i. If this contract is completely or partially terminated, the Contractor shall make available
records relating to the work terminated until three (3) years after any resulting final
termination settlement; and
ii. The Contractor shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this contract until such appeals,
litigation, or claims are finally resolved.
C. The provisions in this section shall apply to the Licensee, its officers, agents,
employees, subcontractors and suppliers. The Licensee shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Licensee in connection with
the performance of this contract.
d. Nothing in this section shall impair any independent right to the City to conduct
audits or investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Licensee or third parties.
10. Successors. The temps, covenants, conditions and provisions contained in this
Amendment shall be binding upon and inure to the benefit of the City and Licensee, and their
respective heirs, representatives, successors and permitted assigns.
6
72552504.2
Page 757 of 2938
11. Counterparts. This Amendment may be executed in counterparts and by
electronic signature (e.g. via DocuSign, accompanied by the confirming e-signature certificate)
and may be transmitted by facsimile copy or e-mailed PDF file, each of which when so executed
and delivered shall be deemed to be an original and all of which, when taken together, shall
constitute one and the same instrument. Upon request by any party receiving an executed
counterpart by facsimile or PDF (by e-mail) to also receive an ink -signed original, the other party
shall provide original ink -signed signature pages as soon as practicable, but failure to do so shall
not affect the validity, enforceability, or binding effect of this Amendment.
12. Construction. This Amendment has been fully reviewed and negotiated by the
Parties and their respective counsel. Accordingly, this Amendment shall not be construed more
strictly against a Party by reason of its preparation by such Party's counsel.
13. Entire Amendment. This Amendment sets forth the entire agreement of the
parties with respect to the subject matter hereof. All prior or contemporaneous understandings
and discussions, whether written or verbal, regarding the subject matter hereof are entirely
superseded by this Amendment. Except as amended by the express provisions of this
Amendment, the terms and conditions of the License Agreement are hereby ratified and
confirmed by the Parties and shall remain in full force and effect. If there is any conflict between
the terms and conditions of the License Agreement and those set forth in this Amendment, the
terms and conditions in this Amendment shall govern.
(Signature pages to follow)
7
72552504:2
Page 758 of 2938
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:
Rafael E. Granado, City Clerk
WITNESS:
By:
Print Name
WITNESS:
By:
Print Name
7255250412
LICENSOR/CITY OF MIAMI BEACH
Dan Gelber, Mayor
LICENSEEIDESIGN MIAMI
DESIGN MIAMI II, LLC,
by Design Miami Inc., its managing partner
Jennifer Roberts
CEO
8
Page 759 of 2938
NON -BINDING TERM SHEET
This term sheet ("Tenn Sheet") outlines the key terms which have been agreed in principle for the
renewal term of that certain Long -Term License Agreement dated October 26, 2017 between the City
of Miami Beach and Design Miami II, LLC (the "Existing Agreement").
This Term Sheet is not exhaustive, and the terms reflected herein shall not be legally binding on the
parties.
For the avoidance of doubt, this Term Sheet is not an offer, and does not grant any right to either party.
Defined terms used herein shall have the meanings given to them in the existing License Agreement
dated October 26, 2017 between the City and Design Miami.
1.
Parties
Design Miami II, LLC, a Florida limited liability corporation
whose address is 3841 NE 2^d Avenue, Miami, Florida 33137
("Design Miami" or "Licensee"); and
The City of Miami Beach, Florida, a Florida municipal
corporation whose principal address is 1700 Convention Center
Drive, Miami Beach, FL 33139 (the "City"). Licensee and City
are collectively referred to as the "Parties".
2.
Design Miami
The term of the Existing Agreement runs from October 2018
Agreement
through December 2023 with a Right of First Refusal and
Renewal to hold the Annual Show. Licensee has the option to
extend the term for an additional five Annual Shows
commencing in 2024 and through 2028 (the "Renewal Term").
3.
Renewal Term
The Renewal Term shall commence upon the expiration of the
Existing Agreement (on or around December 21, 2023) and
shall continue in full force and effect until the conclusion of the
2028 Annual Show (on or around December 21, 2028) unless
sooner terminated.
4.
The Events and the
Licensee desires to use a portion of Pride Park (the "Premises")
Event Concept
to produce and operate the annual furniture design show
entitled "Design Miami" or such other title as the Parties shall
mutually agree (the "Annual Show") which presents curated
exhibitions of museum -quality furniture, lighting, and objets
d'art. The Annual Show shall run for six (6) days (Tuesday
through Sunday) and end at 7:00 pm each day, provided the
duration of the event and the end time may be adjusted, subject
to the City's prior written approval in its sole discretion. If the
City agrees to a request by Design Miami to extend the Annual
Show beyond a six 6 day period and such extension would
Page 760 of 2938
result in extending the license period, Licensee will pay the
incremental cost associated with such extension to be
calculated by multiplying (a) the per diem amount calculated by
dividing the applicable License Fee into fifty (50) (the "Per Diem
Rate') times (b) the number of additional days agreed to by the
City.
The Annual Show will take place on the last week in November
and/or the first week in December, based on the calendar year,
to coincide with the annual Art Basel Miami Beach taking place
in the Miami Beach Convention Center and Miami Beach Art
Week event schedule.
5.
Agreement Timetable
The parties intend to enter into a detailed, binding agreement
("Full Form Agreement') reflecting and expanding (where
applicable) the terms outlined in this Term Sheet, as well as
other terms contained in the Existing Agreement and such other
additional terms as are customarily included in event staging
and hosting agreements. The parties will collaborate, in good
faith, with an expectation that the parties will execute the Full
Form Agreement by no later than September 30, 2023.
6.
License to Use
In consideration for the annual compensation to City and other
Premises/Term
terms and conditions herein, the City agrees to license to
Licensee the portion of Pride Paris (the "Premises"), consisting
of 100,000 square feet for the sole purpose of serving as the
primary venue during the Renewal Term for the production and
operation of five additional "Annual Shows," between
December 2024 and December 2028.
The license period for each Annual Show shall extend for a
maximum period of fifty (50) consecutive days (including load -
in, event days, and load -out), and shall take place each year on
or about the same dates (on or about October 30, through
December 18 of each year), subject to adjustment of calendar
dates on mutual agreement of the City and Licensee ("License
Period"). If Licensee does not vacate the Premises by the
expiration of the License Period without the City's prior written
consent, Licensee shall pay a "hold -over" fee equal to 200% of
the per diem rate.
7.
MBCC Hotel
The City shall have the right to temporarily suspend or modify
Construction
mobilization and/or load -in and/or load -out of the Annual Show,
if necessary, due to construction activity at the Miami Beach
Convention Center Hotel that impacts the use of Convention
Center Drive and/or surrounding thoroughfares (18 and 19
Streets), or weather conditions as determined by the Building
Official and/or City Manager or designee.
Page 761 of 2938
8.
License Fee
The base rental fee ("License Fee") for the use of the Premises
for the 2024 Annual Show shall be calculated based on the
updated 2023 Annual Show plus all applicable tees, including
sales tax, subject to annual adjustment by the greater of (x)
three percent (3%) or (y) Consumer Price Index (CPI) with a
cap of six percent (6%) commencing with the 2024 Annual
Show. For the avoidance of doubt, the License Fee for the 2023
Annual Show shall be calculated in accordance with the formula
in the Existing License.
9.
Security Deposit
Licensee shall pay the City, no later than sixty (60) days prior
to the first load -in date of each Annual Show, the sum of
$40,000, as security for the faithful performance by Licensee of
the terms, conditions, and covenants of the Full Form
Agreement. In the event of the Licensee's default of a term,
condition, and/or covenant of this License, the City shall be
entitled to retain such Security Deposit and apply it against any
amounts owed by Licensee as a result of its default; Licensee
shall be required to replenish the Security Deposit as necessary
to maintain a $40,000 balance,
10. Utility Security Deposit
Licensee shall pay the City the sum of $32,000 as a secunty
deposit to cover the utility charges that may accrue during the
term of the usage of the premises (the "Utility Security
Deposit"). The Utility Security Deposit shall be paid in two,
equal installments of $16,000 with the first installment to be paid
by or before the date that is thirty (30) days prior to the first load -
in date of each Annual Show and the second installment to be
paid by or before December 15 of the applicable Annual Show
year.
11.
Food and
Unless expressly waived in writing by the City, the Licensee
Beverage/Concessions
shall comply with any exclusive product or sponsorship
relationship applicable to the Premisses including, but not
limited to, the City's sponsorship agreements with PepsiCo and
Red Bull, with respect to product exclusivity at the Premises (or
any other exclusive food and/or beverage product sponsorship
or similar relations that the City may enter prior to the expiration
of the Renewal Term).
12.
Event Benefits
The City shall be recognized as a Show Partner level sponsor
of each Annual Show and receive sponsorship recognition
comparable to other Brand Partners and Show Partners, which
at a minimum, includes logo recognition in the annual Design
Miami catalogue(s), and event website (with a link to the City's
website). In addition, the Licensee will provide a minimum of
twenty (20) complimentary VIP passes for each Annual Show,
and a minimum of twenty-five 25 complimentary day asses
Page 762 of 2938
for each Annual Show. Licensee shall provide Miami Beach
residents with the opportunity, at least fifteen (15) days in
advance of each Annual Show, to purchase individual passes
or tickets to the Annual Show at a discount of at least fifty
percent (50%) off regularly advertised pass or ticket prices. The
City shall provide the Licensee with media channels/formats to
promote the offer including, but not limited to City social media
channels and newsletter(s).
13. Due Care in Use of Art in Public Places ("AiPP"): It is the responsibility of
Premises the Licensee to protect the public art and ensure proper
care is observed by event staff and guests in
collaboration with the Miami Beach Convention Center
Staff and City. Proper care inctudes, but not limited to,
securing the perimeter surrounding the AiPP works of
art and the Veteran's Memorial before load -in and load -
out. The Licensee is responsible for covering all costs
associated with the repair of public art resulting from
damages occurred during the Annual Show, including
load -in or load -out.
14.1 Public Benefit
Educational Initiative:
• Licensee to host a one -day presentation at
Miami Beach Senior Highschool on architecture
and design, or similar relevant topics germane
to educating students on Design Miami/ Art
Show operations.
Related to free admission to residents:
• Licensee to offer residents of the Palm View
Historic District free access for two (2) people
with (1) VIP pass to the Annual Show.
• Palm View Historic District residents will be
offered the ability to request Annual Show tours
with the Licensee Exhibitions team.
Upon request, up to five (5) seats shall be
reserved for residents of the Palm View Historic
District at Annual Show talks.
Related to Public Benefits:
• Licensee will offer, residents of the Palm View
Historic District, a tour of the Craig Robins
Collection in the Miami Design District, during
pre -Annual Show periods.
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• Licensee will offer, residents of the Palm View
Historic District, an architectural tour of the
Miami Design District, during pre -Annual Show
periods.
M
Possible Extension of
The term of the license agreement between Art Basel
Term
U.S. Corp. currently expires following the 2028 Art
Basel Miami Beach Event. Based on the existing
synergy between the Art Basel Event and the Annual
Show, if Art Basel U.S. Corp. renews its license
agreement to host the Art Basel Miami Beach Event at
the Miami Beach Convention Center for additional
years beyond 2028, the City shall negotiate in good
faith with Licensee to extend the term for an additional
renewal term not to exceed five (5) years on such
terms as the parties shall agree.
Page 764 of 2938