C7BB-Execute Amendment 1 To Letter Of Understanding w- MCH For Art Basel EventCOMMISSION ITEM SUMMARY
Condensed Title:
A Resolution approving and authorizing the City Manager to execute Amendment No. 1 to the Letter Of
Understanding Between The City and MCH Swiss Exhibition LTD (MCH), regarding the Art Basel Event in
Miami Beach {or the ABMB Event).
Key Intended Outcome Supported:
Increase community ratings of cultural activities.
Supporting Data (Surveys, Environmental Scan, etc.): The 2009 Community Satisfaction Survey reported
more than one-fifth of all resident respondents feel there are "too few" family friendly activities (24.6%) and
cultural activities (24.1 %). Additionally, on average, residents attended 10.61 cultural activities per year and
7.19 family friendly activities per year.
Issue:
Shall the City Commission authorize the City Manager to enter into a letter agreement with Art Basel Miami
Beach and direct the Administration to include a corresponding amendment in the City's Special Event
Guidelines to reflect the Art Basel Zone?
Item Summary/Recommendation:
Art Basel Miami Beach (ABMB) was established in 2000 as the sister event of Switzerland's Art Basel, the
world's most prestigious art fair for the past 42 years. In just ten years, ABMB has become the preeminent
contemporary art fair in the western hemisphere, and an established destination for artists, galleries,
collectors, museum groups and other individuals interested in top-notch art. Each year, ABMB spends
millions of dollars producing the fair and economists have estimated $400 million to $500 million in related
economic impact as a result of the fair.
As ABMB grew in popularity, so did the number of requests for temporary art displays or for use of public
property in the immediate area of the convention center. The City and ABMB informally established an Art
Basel Miami Beach Zone to protect the ABMB brand and limit third party use of public property in this area.
The boundaries of the zone include 23rd Street to thet north; Lincoln Lane South to the south; Alton road to
the west; and the Atlantic Ocean to the east.
On April11, 2012, the City Commission adopted Resolution No. 2012-27884 approving and authorizing the
City Manager to execute a letter of understanding between the City and MCH Swiss Exhibition LTD,
(MCH), outlining terms and conditions for use of certain public property during Art Basel Miami Beach, and
for the establishment of an "Art Basel Zone." Messe Schweiz is the Swiss exhibition group that manages,
operates and promotes Art Basel and Art Basel Miami Beach.
On January 1, 2013, MCH formed a United States corporation in the State of Florida by the name of Art
Basel U.S. Corp. that is a wholly owned subsidiary of MCH and will act as the new organizer of Art Basel in
Miami Beach. As a result, the attached Amendment to the Letter of Understanding is presented for
consideration. The amendment assigns the letter of understating dated April19, 2012 between the City
and MCH to the City and Art Basel U.S. Corp. (Art Basel US). All other terms and conditions of the
aforementioned Letter of Understanding remain the same.
Advisory Board Recommendation:
IN/A
Financial Information:
Source of Amount
Funds: 1
OBPI Total
Financial Impact Summary: N/A
Clerk's Office Le islative Trackin
540
Account Approved
J AGENDA ITEM
DATE
C7BB
7-17-(S
~ MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti Herrera Bower and
DATE: July 17, 2013
SUBJECT: A RESOLUTION OF THE MAY RAND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE LETTER OF
UNDERSTANDING BETWEEN THE CITY AND MCH SWISS EXHIBITION LTD
(MCH}, REGARDING THE ART BASEL EVENT IN MIAMI BEACH (OR THE ABMB
EVENT).
ADMINISTRATION RECOMMENDATION
The Administration recommends the approval of Amendment No. 1 to the letter of
understanding between the City of Miami Beach and Art Basel Miami Beach outlining terms and
conditions for use of public property by Art Basel Miami Beach and the formal establishment of
an Art Basel Zone.
BACKGROUND
Art Basel Miami Beach (ABMB) was established in 2000 as the sister event of Switzerland's Art
Basel, the world's most prestigious art fair for the past 42 years. In just ten years, ABMB has
become the preeminent contemporary art fair in the western hemisphere, and an established
destination for artists, galleries, collectors, museum groups and other individuals interested in
top-notch art. Each year, ABMB spends millions of dollars producing the fair and economists
have estimated $400 million to $500 million in related economic impact as a result of the fair.
As ABMB grew in popularity, so did the number of requests for temporary art displays or for use
of public property in the immediate area of the convention center. The City and ABMB
informally established an Art Basel Miami Beach Zone to protect the ABMB brand and limit third
party use of public property in this area. The boundaries of the zone include 23rd Street to the
north; Lincoln Lane South to the south; Alton road to the west; and the Atlantic Ocean to the
east.
On April 11, 2012, the City Commission adopted Resolution No. 2012-27884 approving and
authorizing the City Manager to execute a letter of understanding between the City and MCH
Swiss Exhibition LTD, (MCH}, outlining terms and conditions for use of certain public property
during Art Basel Miami Beach, and for the establishment of an "Art Basel Zone." Messe Schweiz
is the Swiss exhibition group that manages, operates and promotes Art Basel and Art Basel
Miami Beach.
In conjunction with this approval, an amendment to the Special Event Guidelines was required
establishing an "Art Basel Zone" which, includes:
541
City Commission Memorandum
Art Basel Miami Beach Letter Agreement
July 17, 2013 Page2
a.) The establishment of a zone, the effective term and duration of which is only intended to
run concurrent with the actual ABMB Event dates for years 2011, 2012, 2013, and 2014,
as same are set forth in the MCH License, and which zone is intended to be bounded by
23rd Street to the north; by Lincoln Lane South to the south; by Alton road to the west;
and by the Atlantic Ocean to the east (hereinafter the Art Basel Zone).
b.) The Art Basel Zone, was established for the purpose of precluding the City from issuing
a special event permit, for the use of public property within the Art Basel Zone during the
term/duration that such Zone is in effect, without first obtaining the prior written consent
of MCH. Accordingly, the City shall provide MCH with at least thirty (30) calendar days
prior written notice of any special event applications received by the City for the use of
public property within the Zone during the ABMB Event date(s) (the City's Approval
Request). MCH shall have ten (1 0) calendar days from the date of the City's Approval
Request to approve or deny the Request. MCH's approval or denial of the Request
must be in writing and, if a denial, must specifically set forth the reason(s) therefore. In
the event that MCH fails to approve or deny a Request within the ten (1 0) day time
period and, further, in accordance with the procedures set forth herein, then MCH shall
have waived its right to deny such Request, and the City may proceed with the event
(that was the subject of such Request) as if approved by MCH, and without any further
notice and/or other obligation to MCH.
c.) Notwithstanding the establishment of the Art Basel Zone, and/or any other term or
condition in this letter of understanding, (i) special events held on private property, and
(ii) demonstrations, pickets, and free speech activities, as such terms are defined in the
Guidelines, and as same may be amended from time to time, shall be EXEMPT from the
requirements of this letter of understanding and, accordingly, shall NOT require MCH's
approval.
d.) The City shall use reasonable commercial efforts to inform MCH of any special event
applications for use of public City-owned property outside the Art Basel Zone that the
City may receive for the installation and/or display of art and/or art works during the
term/duration of, the ABMB Event for, respectively years 2011, 2012, 2013, and/or 2014.
e.) The City shall take into consideration the needs and requirements of the ABMB Event as
plans for the City's proposed expansion and renovation of the MBCC are developed.
The Finance and Citywide Projects Committee considered this matter at their March 1, 2012,
meeting and recommended in favor of the letter of understanding and the formal creation of the
Art Basel Zone.
ART BASEL U.S. CORP
On January 1, 2013, MCH formed a United States corporation in the State of Florida by the
name of Art Basel U.S. Corp. that is a wholly owned subsidiary of MCH and will act as the new
organizer of Art Basel in Miami Beach. As a result, the attached Amendment to the Letter of
Understanding is presented for consideration. The amendment assigns the letter of
understating dated April 19, 2012 between the City and MCH to the City and Art Basel U.S.
Corp. (Art Basel US). All other terms and conditions of the aforementioned Letter of
Understanding remain the same.
542
City Commission Memorandum
Art Basel Miami Beach Letter Agreement
July 17, 2013
CONCLUSION
Page3
The Administration recommends the approval of Amendment No. 1 to the letter of
understanding between the City of Miami Beach and Art Basel Miami Beach outlining terms and
conditions for use of public property by Art Basel Miami Beach and the formal establishment of
an Art Basel Zone.
JLM/KGB/MAS
T:\AGENDA\2013\July 17\ABMB Reso Memo doc.docx
543
MIAMI
Miami 700
OFFICE OF THE CITY MANAGER
Tel: 305.673,7010, Fax: 305.G73.T782
19,20'12
Ms. Annette Sch6nholzer, Co-Director,
MCH Swiss Exhibition (Basel) L TO
Art Basel, Art Basel Miami Beach
Messeplatz 1 0
CH -4005 Basel, Switzerland
Flmida 39, gov
RE: Letter of Understanding between the City of Miami Beach, Florida (City), and MCH
Swiss Exhibition Ltd (MCH) regarding the Art Basel event in Miami Beach (or the ABMB
Event).
Dear Ms. Sch6nholzer:
The following letter shall confirm the understanding between the City and MCH regarding
certain terms pertaining to the ABMB Event, as additional consideration for MCH's contractual
obligation to continue to hold the ABMB Event, which takes place annually each winter at the
Miami Beach Convention Center (MBCC), for the Years 2011, 2012, 2013, and 2014.
Subject to MCH's compliance with its contractual obligations pertaining to the holding of the
ABMB Event at the MBCC, and including, without limitation, those set forth in that certain
License Agreement between Global Spectrum and MCH Swiss Exhibition (Basel), L TO, dated
November 28, 2011 (hereinafter, the MCH License), and provided MCH is good standing and
free of defauft(s) under such License, the City agrees to take the following actions, in further
support of the ABMB Event:
1. The City Administration shall recommend to the Mayor and Commission that the City's
Special Events Requirements and Guidelines, in effect as of the execution date of this
letter of understanding by the parties hereto (the Guidelines), be amended to establish
an "Art Basel Zone" which, if such recommended amendment is approved by the Mayor
and City Commission, in their sole and reasonable discretion, shall accomplish the
following:
a.) The establishment of a zone, the effective term and duration of which is only
intended to run concurrent with the actual ABMB Event dates for years 2011, 2012,
2013, and 2014, as same are set forth in the MCH License, and which zone is
intended to be bounded by Street to the north; by lincoln lane South to the
south; by Alton road to the west; and by the Atlantic Ocean to the east (hereinafter
the Art Basel Zone).
b.) The Art Basel Zone, if approved, shall be established for the purpose of precluding
the City from issuing a special event permit, for the use of public property within the
Art Basel Zone during the term/duration that such Zone is in effect, without first
544
obtaining the prior written consent of MCH. Accordingly, the City shall provide MCH
with at least thirty (30) calendar days prior written notice of any special event
applications received by the City for the use of public property within the Zone during
the ABMB Event date(s) (the City's Approval Request). MCH shall have ten (10)
calendar days from the date of the City's Approval Request to approve or deny the
Request. MCH's approval or denial of the Request must be in writing and, if a
denial, must specifically set forth the reason(s) therefore. In the event that MCH fails
to approve or deny a Request within the ten (1 0) day time period and, further, in
accordance with the procedures set forth herein, then MCH shall have waived its
right to deny such Request, and the City may proceed with the event (that was the
subject of such Request) as if approved by MCH, and without any further notice
and/or other obligation to MCH.
c.) Notwithstanding the establishment of the Art Basel Zone, and/or any other term or
condition in this letter of understanding, (i) special events held on private property,
and (ii) demonstrations, pickets, and free speech activities, as such terms are
defined in the Guidelines, and as same may be amended from time to time, shall be
EXEMPT from the requirements of this letter of understanding and, accordingly, shall
NOT require MCH's approval.
2. The City shall use reasonable commercial efforts to inform MCH of any special event
applications for use of public City-owned property outside the Art Basel Zone that the
City may receive for the installation and/or display of art and/or art works during the
term/duration of, the ABMB Event for, respectively years 2011, 2012, 2013, and/or 2014.
3. The City shall take into consideration the needs and requirements of the ABMB Event as
plans for the City's proposed expansion and renovation of the MBCC are developed.
In the event that any claim or controversy arises with respect to this letter of understanding,
MCH and the City hereby knowingly and voluntarily waive their rights to assert any argument or
defense alleging inadequate or insufficient consideration.
The City and MCH shall each appoint a contract administrator who shall monitor the parties'
compliance with the terms of this letter of understanding. Unless otherwise notified, the contract
administrators for each party are as follows:
For the City:
Max Sklar, Tourism and Cultural Development Director
Tourism and Cultural Development Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
305-673-7577
For MCH:
Show Manager
MCH Swiss Exhibition Basel (Ltd)
Messeplatz 10
4005 Basel, Switzerland
2
545
MCH agrees to defend, indemnify and hold harmless the City, and its officials, directors,
officers, employees, agents, contractors, servants, successors, and assigns, against any claims,
causes of actions, costs, expenses, (including reasonable attorney's fees), liabilities, or
damages arising out of or in connection with any negligent act or omission, or intentional
misconduct on the part of MCH or any of its officials, directors, officers, employees, agents,
contractors, servants, successors and assigns, in the performance of its obligations under this
letter of understanding.
The indemnification and hold harmless requirements in the preceding paragraph shall survive
the termination or expiration of this letter of understanding.
This letter of understanding may be terminated by either party, for convenience (and without
cause), upon sixty (60) days prior written notice to the other party.
All written notices and communications required or permitted hereunder may be delivered
personally to the respective representatives of MCH and the City listed below or may be mailed
by registered mail, postage prepaid (or air-mailed if addressed to an address outside of the city
of dispatch).
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO MCH:
TO CITY:
Show Manager
MCH Swiss Exhibition Basel (Ltd)
Messeplatz i 0
4005 Basel, Switzerland
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Max Sklar, Cultural Arts & Tourism Dev. Director
(305) 673-7000, Ext. 6116
Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address
in the city of dispatch, on the day following the date mailed; and if mailed to an address outside
the city of dispatch on the seventh day following the date mailed.
This letter of understanding shall be governed by, and construed in accordance with, the laws of
the State of Florida, both substantive and remedial, without regard to principles of conflict of
laws. The exclusive venue for any litigation arising out of this letter of understanding shall be
Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of
Florida, if in federal court. BY ENTERING INTO THIS LETTER OF UNDERSTANDINBG, CITY
AND MCH EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY
JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS LETTER OF
UNDERSTANDING.
Neither party may assign this letter of understanding.
Neither this letter of understanding, nor any of its terms, may be changed, modified, or
otherwise amended except by an instrument in writing, signed by an authorized representative,
3
546
which shall be the City Manager (on behalf of the City), and the Show Manager and one Co-
Director (on behalf of MCH).
The City and MCH acknowledge and agree that they are not joint venturers, partners, or joint
owners with respect to this letter of understanding. Nothing contained herein shall be construed
as creating a partnership, joint venture or similar relationship between the City and MCH.
Additionally, for purposes of this letter of understanding (or otherwise) no officer, director,
employee, agent, or contractor of MCH shall be deemed to be an agent or employee of the City,
and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the
City, or any right generally afforded Classified or Unclassified employees' or be deemed entitled
to Florida Worker's Compensation benefits as an employee of the City, or accumulation of sick
or annual leave.
If the aforestated meets with your approval, please acknowledge and execute same in the
space provided below. Upon execution by the City Manager (on behalf of the City), we will
forward a fully executed copy to you for your records.
Very truly yours,
Raul J. Aguila
Chief Deputy City Attorney
I have read this fetter agreement and fully understanding same, agree to be bound by the terms
and conditions contained herein
MCH Swiss Exhibition (Basel) Ltd City of Miami Beach
By:
Date
APPROVED
FORM & LANGUAGE
&FOR
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