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HomeMy WebLinkAboutSubstitution Memo from City AttorneyCITY OF MIAMI OFFICE OF THE CITY ATTORNEY MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: George K. Wysong III, City Attorney 6eorge,74 Wysontrrz DATE: February 11, 2026 RE: Substitution of RE.4 on the February 12, 2026, City Commission Meeting Miami Marine Stadium, Virginia Key Center and Flex Park - RFP for Management File No.: 18856 Item RE.4 on the February 12, 2026, City Commission Meeting Agenda proposes approving the City Manager's award recommendation for Request for Proposals No. 1926386 to Global Spectrum L.P. d/b/a OVG360 for (i) management of the Miami Marine Stadium, Virginia Key Center, and Flex Park for a five (5) year term at $12,500.00 per month plus seven percent (7%) of gross revenues (including food and beverage and sponsorship revenue), (ii) consulting services for the Miami Marine Stadium at $15,000.00 per month plus reimbursement of pre -approved out-of-pocket expenses, and (iii) a long-term management agreement for the operation and management of Miami Marine Stadium and Flex Park for an initial term of ten (10) years with up to three (3) additional ten (10) year renewal terms, with compensation as set forth in the resolution, and further authorizing submission to the electorate of the ballot question required by Section 3(f)(iii) of the City Charter for any long-term management agreement exceeding five (5) years. The legislation is being substituted to (i) remove the Term Sheet as an exhibit and any references to the Term Sheet and (ii) include in the body of the resolution the material terms to guide the City Manager's discretion during negotiations, including the services, compensation, and applicable terms for the initial five (5) year management and consulting agreements and the contemplated long-term management agreement, consistent with Charter requirements for voter approval of agreements exceeding five (5) years. cc. James Reyes, City Manager Miriam Santana, Agenda Coordinator � 11n Sb-aA wow,0 -aM (chi ABaae�j City of Miami - City Hall Legislation 3500 Pan American Drive Resolution' FEB 12 AM 8• 30 www.mMiamiiamigov.com File Number: j :l Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PURSUANT TO SECTION 18-86(C)(6)B OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ("CITY CODE"), APPROVING THE CITY MANAGER'S AWARD RECOMMENDATION FOR REQUEST FOR PROPOSALS NO. 1926386, ATTACHED AND INCORPORATED AS EXHIBIT "A," TO GLOBAL SPECTRUM L.P. D/B/A OVG360 ("CONTRACTOR") FOR (I) THE MANAGEMENT OF THE MIAMI MARINE STADIUM, VIRGINIA KEY CENTER, AND FLEX PARK FOR A FIVE (5) YEAR TERM AT TWELVE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($12,500.00) PER MONTH PLUS SEVEN PERCENT (7%) OF GROSS REVENUES, INCLUDING FOOD AND BEVERAGE AND SPONSORSHIP REVENUE, (II) CONSULTING SERVICES FOR THE MIAMI MARINE STADIUM FIFTEEN THOUSAND AND 00/100 DOLLARS ($15,000.00) PER MONTH, PLUS REIMBURSEMENT FOR PRE -APPROVED OUT-OF-POCKET EXPENSES, AND (III) A LONG-TERM MANAGEMENT AGREEMENT FOR THE OPERATION AND MANAGEMENT OF MIAMI MARINE STADIUM AND FLEX PARK FOR AN INITIAL TERM OF TEN (10) YEARS WITH UP TO THREE (3) ADDITIONAL TEN (10) YEAR RENEWAL TERMS AT AN ANNUAL BASE MANAGEMENT FEE OF FOUR HUNDRED THOUSAND AND 00/100 DOLLARS ($400,000.00) WITH CPI ADJUSTMENTS COMMENCING IN YEAR FOUR (4) AFTER STADIUM OPENING, PLUS INCENTIVE FEES EQUAL TO SEVEN PERCENT (7%) OF GROSS EVENT REVENUE AND FOOD AND BEVERAGE SALES, AND FIFTEEN PERCENT (15%) COMMISSION ON GROSS SPONSORSHIP AND PREMIUM SEATING REVENUES ("BUSINESS TERMS"), SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A FIVE (5) YEAR MANAGEMENT AGREEMENT AND EXPERT CONSULTANT AGREEMENT, BOTH IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, WITH CONTRACTOR FOR THE AFOREMENTIONED SERVICES CONSISTENT WITH THE BUSINESS TERMS, PROVIDED HOWEVER, THAT EXECUTION OF A LONG-TERM MANAGEMENT AGREEMENT EXCEEDING FIVE (5) YEARS SHALL BE SUBJECT TO APPROVAL BY A MAJORITY OF THE ELECTORATE PURSUANT TO SECTION 3(F)(III) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CHARTER"), AND FURTHER SUBJECT TO CITY COMMISSION APPROVAL OF THE FINAL AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY DOCUMENTS, INCLUDING AMENDMENTS, RENEWALS, AND EXTENSIONS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, AND PRIOR BUDGETARY APPROVALS, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING, THE CITY OF MIAMI'S PROCUREMENT ORDINANCE, ANTI - DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami ("City") requires professional management and operational services for the Miami Marine Stadium, Virginia Key Center, and Flex Park (collectively, the "Services"); and WHEREAS, on January 31, 2025, the Department of Procurement ("Procurement") issued Request for Proposals No. 1926386 for Management of the Miami Marine Stadium, and Flex Park ("Solicitation") to establish one or more contracts for the Services; and WHEREAS, on April 22, 2025, Procurement received two proposals in response to the Solicitation, both of which were determined to be responsive; and WHEREAS, on June 24, 2025, the Evaluation Committee ("Committee"), appointed by the City Manager, convened to discuss and evaluate the proposals consistent with the Solicitation requirements; and WHEREAS, at the conclusion of the meeting, the Committee scored the remaining proposals to recommend Global Spectrum L.P. d/b/a OVG360 ("Contractor") as the highest - ranked, responsive, and responsible Proposer; and WHEREAS, the City Manager concurred with the evaluation results and appointed a - team ("Negotiating Team") to negotiate the material terms of the contract(s) with the Cdritractgr; and WHEREAS, the Negotiating Team met with the Contractor on July 8, 2025, August 16;' 2025, August 20, 2025, August 27, 2025, and August 28, 2025 and and discussed and reached agreement in principle on the material business terms for the Services, including scope, term, and compensation, as summarized herein; and c•o w WHEREAS, the material business terms contemplated for the Services include: 0 management of the Miami Marine Stadium, Virginia Key Center, and Flex Park for a five (5) year term at Twelve Thousand Five Hundred Dollars ($12,500.00) per month plus seven percent (7%) of gross revenues, including food and beverage and sponsorship revenue; (ii) consulting services for the Miami Marine Stadium at Fifteen Thousand Dollars ($15,000.00) per month, plus reimbursement of pre -approved out-of-pocket expenses; and (iii) negotiation of a long-term management agreement for the operation and management of Miami Marine Stadium and Flex Park for an initial term of ten (10) years with up to three (3) additional ten (10) year renewal terms, at an annual base management fee of Four Hundred Thousand Dollars ($400,000.00) with CPI adjustments commencing in year four (4) after stadium opening, plus incentive fees equal to seven percent (7%) of gross event revenue and food and beverage sales, and a fifteen percent (15%) commission on gross sponsorship and premium seating revenues, all as more particularly set forth in one or more long -form agreements to be negotiated ("Business Terms"); and WHEREAS, the City Manager recommended the award to Contractor for the Services, as set forth in the City Manager's award recommendation for Request for Proposals No. 1926386 attached and incorporated as Exhibit "A" (the "City Manager's Recommendation"); and WHEREAS, the City Commission desires to approve the City Manager's Recommendation and to authorize contract negotiations with the Contractor for the Services, consistent with the Business Terms, provided however that the execution of a Tong -term management agreement exceeding five (5) years is subject to approval of a majority of the electorate pursuant to Section 3(f)(iii) of the Charter of the City of Miami, Florida, as amended ("Charter"), and further subject to City Commission approval of the final agreement; and WHEREAS, Section 18-86 of the Code of the City of Miami, Florida, as amended ("City Code") provides the procedures for use of competitive sealed proposals, including that awards in excess of Fifty Thousand Dollars ($50,000.00) must be approved by the City Commission upon recommendation by the City Manager; and WHEREAS, Section 3(f)(iii) of the Charter, governs leases to, and contracts with, entities for the management of the City's waterfront property and, among other requirements, conditions the validity of such a lease or management agreement on satisfaction of specified Charter conditions, including that the contract not exceed five (5) years and not contain an automatic renewal or termination penalty, and further provides that any such lease or management agreement (or extension/modification) that does not comply with each condition is not valid unless first approved by a majority of the City's voters; and WHEREAS, because the City and Contractor contemplate entering into a management agreement concerning waterfront property in excess of five (5) years, the City Commission desires to approve the award to Contractor and to authorize the City Manager to negotiate and execute a five (5) year management agreement and expert consultant agreement, both in forms acceptable to the City Attorney, for the Services consistent with the Business Terms, provided however, that execution of the long-term management agreement in excess of five (5) years is subject to approval by a majority of the electorate as required by the Charter and further subject to City Commission approval of the final agreement; and NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Pursuant to Section 18-86(c)(6)b of the City Code, the award of one or more contracts to Contractor for the provision of the Services consistent with the Business Terms, as further specified in the City Manager's Recommendation, is hereby approved, subject to the availability of funds and budget approval at the time of need. Section 3. The City Manager is authorized' to negotiate and execute a five (5) year management agreement and expert consultant agreement, both in forms acceptable to the City Attorney, with Contractor for the Services consistent with the Business Terms, with the execution of the Tong -term management agreement exceeding five (5) years subject to approval by a majority of the electorate pursuant to Section 3(f)(iii) of the Charter, and further subject to City Commission approval of the final agreement. Section 4. The City Manager is further authorized' to negotiate and execute any documents, including amendments, renewals, and extensions, all in forms acceptable to the City Attorney, and subject to all allocations, appropriations, and prior budgetary approvals, and in compliance with applicable provisions of the City Code, including the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. rri Section 5. This Resolution shall become effective immediately upon its adoption,. APPROVED AS TO FORM AND CORRECTNESS: co ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 18856 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PURSUANT TO SECTION 18-86(C)(6)B OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ("CITY CODE"), APPROVING THE CITY MANAGER'S AWARD RECOMMENDATION FOR REQUEST FOR PROPOSALS NO. 1926386, ATTACHED AND INCORPORATED AS EXHIBIT "A," TO GLOBAL SPECTRUM L.P. D/B/A OVG360 ("CONTRACTOR") FOR THE MANAGEMENT OF THE MIAMI MARINE STADIUM, VIRGINIA KEY CENTER, AND FLEX PARK ("SERVICES") CONSISTENT WITH THE TERMS AND CONDITIONS SPECIFIED IN THE TERM SHEET ATTACHED AND INCORPORATED AS EXHIBIT "B" ("TERM SHEET") SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A FIVE (5) YEAR MANAGEMENT AGREEMENT AND EXPERT CONSULTANT AGREEMENT, BOTH IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, WITH CONTRACTOR FOR THE SERVICES CONSISTENT WITH THE TERMS SET FORTH IN THE TERM SHEET SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED, PROVIDED HOWEVER, THAT EXECUTION OF A LONG- TERM MANAGEMENT AGREEMENT EXCEEDING FIVE (5) YEARS SHALL BE SUBJECT TO APPROVAL BY A MAJORITY OF THE ELECTORATE PURSUANT TO SECTION 3(F)(III) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CHARTER"), AND FURTHER SUBJECT TO CITY COMMISSION APPROVAL OF THE FINAL AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY DOCUMENTS, INCLUDING AMENDMENTS, RENEWALS, AND EXTENSIONS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, AND PRIOR BUDGETARY APPROVALS, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING, THE CITY OF MIAMI'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami ("City") requires professional management and operational services for the Miami Marine Stadium, Virginia Key Center, and Flex Park (collectively, the "Services"); and WHEREAS, on January 31, 2025, the Department of Procurement ("Procurement") issued Request for Proposals No. 1926386 for Management of the Miami Marine Stadium, and Flex Park ("Solicitation") to establish one or more contracts for the Services; and WHEREAS, on April 22, 2025, Procurement received two proposals in response to the Solicitation, both of which were determined to be responsive; and WHEREAS, on June 24, 2025, the Evaluation Committee ("Committee"), appointed by the City Manager, convened to discuss and evaluate the proposals consistent with the Solicitation requirements; and WHEREAS, at the conclusion of the meeting, the Committee scored the remaining proposals to recommend Global Spectrum L.P. d/b/a OVG360 ("Contractor") as the highest - ranked, responsive, and responsible Proposer; and WHEREAS, the City Manager concurred with the evaluation results and appointed a team ("Negotiating Team") to negotiate the material terms of the contract(s) with the Contractor; and WHEREAS, the Negotiating Team met with the Contractor on July 8, 2025, August 15, 2025, August 20, 2025, August 27, 2025, and August 28, 2025 and agreed to the material terms included in the term sheet attached and incorporated as Exhibit "B" ("Term Sheet"); and WHEREAS, the Term Sheet contemplates, among other things, (i) an initial operating/management agreement for Flex Park for a term of five (5) years (subject to early termination upon commencement of the long-term operating/management agreement), (ii) an expert consultant agreement for the same term, and (iii) advancement of a referendum for approval of the long-term management agreement; and further contemplates a long-term operations and management agreement structure with an initial term of ten (10) years and up to three (3) additional ten (10) year renewal terms, subject to mutual agreement, with compensation and financial terms to be addressed in one or more long -form agreements; and WHEREAS, the City Manager recommended the award to Contractor for the Services, as set forth in the City Manager's award recommendation for Request for Proposals No. 1926386 attached and incorporated as Exhibit "A" (the "City Manager's Recommendation"); and WHEREAS, the City Commission desires to approve the City Manager's Recommendation and to authorize contract negotiations with the Contractor for the Services, consistent with the terms and conditions specified in the Term Sheet, provided however that the execution of a long-term management agreement exceeding five (5) years is subject to approval of a majority of the electorate pursuant to Section 3(f)(iii) of the Charter of the City of Miami, Florida, as amended ("Charter"), and further subject to City Commission approval of the final agreement; and WHEREAS, Section 18-86 of the Code of the City of Miami, Florida, as amended ("City Code") provides the procedures for use of competitive sealed proposals, including that awards in excess of Fifty Thousand Dollars ($50,000.00) must be approved by the City Commission upon recommendation by the City Manager; and WHEREAS, Section 3(f)(iii) of the Charter, governs leases to, and contracts with, entities for the management of the City's waterfront property and, among other requirements, conditions the validity of such a lease or management agreement on satisfaction of specified Charter conditions, including that the contract not exceed five (5) years and not contain an automatic renewal or termination penalty, and further provides that any such lease or management agreement (or extension/modification) that does not comply with each condition is not valid unless first approved by a majority of the City's voters; and WHEREAS, because the City and Contractor contemplate entering into a management agreement concerning waterfront property in excess of five (5) years, the City Commission desires to approve the award to Contractor and to authorize the City Manager to negotiate and execute a five (5) year management agreement and expert consultant agreement, both in forms acceptable to the City Attorney, for the Services consistent with the Term Sheet, provided however, that execution of the Tong -term management agreement in excess of five (5) years is subject to approval by a majority of the electorate as required by the Charter and further subject to City Commission approval of the final agreement; and NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Pursuant to Section 18-86(c)(6)b of the City Code, the award of one or more contracts to Contractor for the provision of the Services consistent with the terms and conditions specified in the Term Sheet, as further specified in the City Manager's Recommendation, is hereby approved subject to the availability of funds and budget approval at the time of need. Section 3. The City Manager is authorized' to negotiate and execute a five (5) year management agreement and expert consultant agreement, both in forms acceptable to the City Attorney, with Contractor for the Services consistent with the terms set forth in the Term Sheet subject to the availability of funds and budget approval at the time of need, with the execution of the long-term management agreement exceeding five (5) years subject to approval by a majority of the electorate pursuant to Section 3(f)(iii) of the Charter, and further subject to City Commission approval of the final agreement. Section 4. The City Manager is further authorized' to negotiate and execute any documents, including amendments, renewals, and extensions, all in forms acceptable to the City Attorney, and subject to all allocations, appropriations, and prior budgetary approvals, and in compliance with applicable provisions of the City Code, including the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: g III, C y`f(ttoriey 2/3/2026 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions.