95-21551 Reso
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RESOLUTION NO. 95-21551
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA,
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE MIAMI BEACH CONVENTION CENTER
AND THE JACKIE GLEASON THEATER OF THE
PERFORMING ARTS SECOND MANAGEMENT SERVICES
AGREEMENT BETWEEN THE CITY AND SPECTACOR
MANAGEMENT GROUP; FURTHER AUTHORIZING, BY A
5/7 VOTE, A WAIVER OF COMPETITIVE BIDDING.
WHEREAS, the City currently owns the Miami Beach Convention Center and the Jackie
Gleason' Theater of the Performing Arts, (collectively referred to as the Facility); and
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WHEREAS, the City determined in 1990, following a process of soliciting proposals from
private management entities, to retain Spectacor Management Group (SMG) to manage and operate
the Facility on behalf of the City and to enter into a Management Services Agreement, dated as of
December 19,1990, with SMG (the Original Agreement); and
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WHEREAS, the City has determined that it continues to be in the best interest of the Facility
and the citizens of Miami Beach that the management of the Facility be conducted by SMG; and
WHEREAS, the City and SMG have negotiated and desire to enter into the attached Second
Management Services Agreement (the Agreement) to provide for terms and conditions to apply to
. SMG's continuing management and operation of the Facility; and
WHEREAS, the City Manager recommends that the Mayor and City Commission authorize
the Mayor and City Clerk to execute the attached Agreement, and further, pursuant to Miami Beach
City Code 31A-1O(e), waive competitive bidding, by a 5/7 vote, finding such waiver to be in the
best interest of the City.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, as follows:
1. Upon recommendation of the City Manager, the Mayor and City Commission waive
competitive bidding, by a 5/7 vote, finding that such waiver is in the best interest of the City.
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2. The Mayor and City Clerk are authorized to execute the attached Miami Beach
Convention Center and Jackie Gleason Theater of the Performing Arts Second Management Services
Agreement between the City and Spectacor Management Group.
PASSEDandADOPTEDthis 19th day of April
ATTEST:
~~.~
ITY CLERK
FORM APPROVED
LEGAL DEPT.
By Tc.y
Date
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CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. 3 [if) -CiS
FROM:
Mayor Seymour Gelber and
Members of the City Commission
Roger M. Carlton Au .n I ~
City Manager I~
DATE:
April 19, 1995
TO:
SUBJECT:
SPECTACOR MANAGEMENT GROUP (SMG) CONTRACT
ADMINISTRATION RECOMMENDATION:
The City Administradon recommends that the City Commission approve the waiver of fonnal
bidding procedures concerning the SMG Contract for the management of the Miami Beach
Convendon Center and the Jackie Gleason Theater of the Perfonning Arts (TOPA) and
approve the Contract for management of the two facilities.
BACKGROUND:
On December 19, 1990 the City of Miami Beach entered into a Management Services
Agreement with Spectacor Management Group for the management of the Miami Beach
Convendon Center and TOPA.
The Contract was to run an inldal tenn of a three (3) year period commencing January 1,
1990 and ending December 31, 1993. On June 30, 1993 the City exercised its opdon
to extend the Contract for two (2) successive one (1) year tenns covering the period of
January 1, 1994 through December 31, 1995.
SMG submitted their summary of facilides operadon for the past four years at a recent
workshop held for the City Commission and the members of the Tourist Convention Center
Expansion Authority (TCCEA) and the members of the Convention Center Advisory Board
(CCAB). This report was well received by the City Commission and the members of TCCEA
and CCAB. The Administration was directed to proceed with negotiating a new Contract
with SMG for the management of said facilides.
Continued...
DATE
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COMMISSION MEMORANDUM
PAGE TWO
APRIL 19, 1995
ANALYSIS:
The City Administration met with the members of CCAB to review the points of negotiations
that were to be addressed with SMG. The Administration In conjunction with the City
Attorney proceeded to negotiate with SMG and reported the results of the negotiations to
the members of the CCAB. The terms of this Contract between the City and SMG are for
the period of October t, t 995 through September 30, t 998. An automatic two (2)
renewal term will commence on October t, t 998 through September 30, 2000. This will
terminate the existing Contract on September 30, t 995 to allow for the terms to be In
agreement with the City's fiscal year.
The Contract includes a termination for cause In the event that SMG fails to perform or
comply with any of the covenants, terms and/or provisions In the Contract. If failure
continues forty-five (45) days after written notice to SMG from the City, the City may
immediately or any time thereafter and without further demand or notice terminate the
Contract. Additionally, the City has the right to terminate the Contract for any reason at
anytime after October t, t 998 upon a six (6) month prior written notice to SMG.
In the previous Contract, all travel and professional expenses were reimbursed by the City
to SMG. Under the new Contract, travel and professional expenses which are required for
other venues, will be funded fifty percent (50%) by the City and fifty percent (50%) by
SMG. All SMG travel that is exclusively for the benefit of the City will be funded by the
City.
SMG will also use its best efforts to interview and employ qualified minority indMduals at
both facilities. SMG will give minority applicants reasonable opportunities to fill open
positions. To facilitate this process, SMG will advertise open positions for both facilities In
a cross-section of appropriate newspaper publications. This will ensure that minorities will
be aware of opportunities at both facilities.
A similar approach was taken with minority contractors. SMG will use Its best efforts to bid
and contract with an appropriate number of qualified minority vendors. SMG will work and
communicate with the City's Purchasing Division relative to this issue. The qualified minority
vendors that are available to bid will be included in at least one quote by SMG when making
purchases In excess of Two hundred and fifty dollars ($250.00).
Continued...
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COMMISSION MEMORANDUM
PAGE THREE
APRIL 19, 1995
SMG shall be paid a base management fee of approximately Two hundred thirty thousand
dollars ($230,000) which shall be adjusted upward by the percentage change In the
consumer price Index. The adjustment will not be greater than fIVe percent (5%) In anyone
( t ) year. Additionally, SMG shall be entitled to an annual incentive fee with respect to each
fiscal year during the term of this Contract in a potential amount equal to the management
fee. The incentive fee is eamed through three (3) separate categories: revenues received in
excess of the annual approved operating budget for said fiscal year; an approved
comprehensive preventative maintenance program and the completion of said program on
a yearly basis; and, participation and support of educational volunteer community setvice
activities and organization.
Sixty (60) points will be credited for revenues received in excess of the operating budget
based upon twelve (12) points for each one percent (1 %) revenue above the operating
budget, thirty (30) points will be earned for the implementation of a comprehensive
preventative maintenance program for both facilities and ten (t 0) points will be earned for
the community involvement program. The incentive fee proposed within the Contract has
similarly been reviewed by the City's bond counsel, to assure compliance with the I.R.S.
regulations governing the tax exempt status (or "safe harbour") of the bonds.
Additionally, the City shall have the right upon thirty (30) days written notice to SMG to
provide the management of the telephone switch In the Convention Center and the
management of the Preferred Parking Lot located west of the Convention Center and north
of City Hall. All costs of operating the switch and the Preferred Parking Lot will be
considered operating expenses of the Convention Center and will be budgeted through the
Convention Center operating budget. The revenues received from the telephone switch will
be credited to the facility and the revenues received from the Preferred Parking Lot will be
credited to the City's Parking Department.
CONCLUSION:
The Administration recommends that the City Commission approve the above request for
the waiver of formal bidding procedures in accordance with City Code Chapter 3 t A- t 0,
paragraph (e) and approve the Contract for management of the Convention Center and
TOPA.
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MIAMI BEACH CONVENTION CENTER
JACKIE GLEASON THEATER OF THE PERFORMING ARTS
SECOND MANAGEMENT SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
SPECTACOR MANAGEMENT GROUP,
A JOINT VENTURE
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RECITALS
AGREEMENT
I.
II.
III.
IV.
V.
VI.
VII.
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TABLE OF CONTENTS
SCOPE OF WORK .
A. Engagement.
B. The Facility
C. Scope of Services
D. Repairs . . . . . .
E. Office Space . . .
F. Parking and Storage
G. Use by the City
EMPLOYEES . . . . . . . .
A. Employees . . . . .
B. Minority/ADA Hiring
C. No Solicitation.
MANAGEMENT FEES ....
A. Base Management Fee
B. Incentive Fee
C. Revenues......
OWNERSHIP . . . . . . . .
A. CITY Ownership . . .
B. CITY Responsibilities
CONTRACT MONITORING . . . . .
A. Contract Administrator
B. Duties of City Contractor Administrator
C. Quality of Service . . .
D. Contract Interpretation
E. General Manager
TERM OF AGREEMENT .
A. Term.....
B. Contract Years
C. Fiscal Year
D. Proration
E. Termination for Cause
F. Force Majeure . . . .
G. Labor Dispute . . . .
H . Waiver.........
I. Procedure Upon Termination
INSURANCE AND LIABILITY
A. SMG Requirements . .
B. Performance Bond . .
C. Premium Payment
D. SMG Indemnification
E. Property Insurance . . . . . . . .
F. Sidewalks, Rights-of-Ways and Marshalling
Areas .' .
Subrogation
G.
. . . . . . . . . . .
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VIII. RECORDS. . . . . . . .
A. Records and Auditing
B. Audit . . . . .
CONFLICTS OF INTEREST
NOTICES . . . .
LAWS . . . . . . . .
A. Compliance...
B. Governing Law .. . .
C. Equal Employment Opportunity
XII. MISCELLANEOUS
A. Assignability
B. Relationship..
C. Modifications
D. Complete Agreement
E. Headings...
F. Binding Effect
G. Designations.
H. Clauses ...
I. Severability.
J. Use of CITY Name and Logo. .
K. City Code provision Authorizing Waiver of
Competitive Bidding . . . . .
Right of Entry . . . . . . . .
Arbitration . . . . . . . . .
Limitation of CITY's Liability for Breach of
Contract . . . . . . . . . . .
Minority Contracting . . . . .
Convention Center Telephone Switch and
Telecommunications Service . . . .
IX.
X.
XI.
L.
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P.
EXHIBITS
EXHIBIT A.
EXHIBIT B.
EXHIBIT C.
EXHIBIT D.
EXHIBIT E.
EXHIBIT F.
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Contract Boundary
Insurance Requirements City of Miami Beach
Minimum Operating and Maintenance Standards
Booking policies
Community Benefit Committee Documentation
PACE Theatrical Group Schedule of Dates and
Rates
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MIAMI BEACH CONVENTION CENTER AND
THE JACKIE GLEASON THEATER OF THE PERFORMING ARTS
SECOND MANAGEMENT SERVICES AGREEMENT
This Second Management Services Agreement ("Agreement ") is
entered into as of the
day of
, 1995 and
effective as of October 1, 1995, by and between THE CITY OF MIAMI
BEACH, County of Dade, a municipal corporation, organized and
existing under the laws of the State of Florida, and having its
principal office at City Hall, 1700 Convention Center Drive,
Miami Beach, Florida, 33139 (the "CITY"), and SPECTACOR
MANAGEMENT GROUP, a Pennsylvania joint venture, with principal
offices located at Independence Center, 701 Market Street, Suite
4400, Philadelphia, Pennsylvania, 19106 ("SMG").
RECITALS
WHEREAS, the CITY currently owns the Miami Beach Convention
Center and the Jackie Gleason Theater of the Performing Arts,
including, without limitation, all adjacent grounds, sidewalks,
rights-of-way and marshalling areas, but not including the
adjacent parking lots (collectively, the "FACILITY"); and
WHEREAS, the CITY determined in December 1990, following a
process of soliciting proposals from private management entities,
to retain SMG to manage and operate the FACILITY on behalf of the
CITY and to enter into a Management Services Agreement dated as
of December 19, 1990 with SMG ("Original Agreement"); and
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WHEREAS, the CITY has determined that it continues to be in
the best interests of the FACILITY and the citizens of Miami
Beach that the management of the FACILITY be conducted by SMG, a
private management entity; and
WHEREAS, the CITY and SMG desire to enter into this Second
Management Services Agreement to provide for terms and conditions
to apply to SMG's continuing management and operation of the
FACILITY.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual premises set
forth herein, the CITY and SMG, intending to be legally pound,
hereby agree as follows:
I. SCOPE OF WORK
A. Engaqement. The CITY hereby engages SMG to continue to
act as the CITY's sole managing agent to promote,
operate, manage and maintain the FACILITY pursuant to
all applicable laws and ordinances and subject to the
contracts and CITY policies to which SMG was subject,
under the terms of the Original Agreement, immediately
prior to the commencement of the term hereof; and 8MG
hereby accepts such engagement and undertakes to
perform all such management services and comply with
all the provisions of this Agreement.
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B. The Facilitv. SMG services under this Agreement shall
relate to the promotion, management, operation and
maintenance of the FACILITY. The Miami Beach
Convention Center includes the exhibit halls, meetings
rooms, common areas, lobby areas, executive offices and
utility facilities. The Jackie Gleason Theater of the
Performing Arts includes the lobby areas, common areas,
audience chambers, back stage areas, dressing rooms,
stage areas and rehearsal hall. The CITY will remain
the sole owner of the FACILITY. A diagram of the
FACILITY is attached as Exhibit A.
C. Scope of Services. SMG shall peFform and furnish
(subject to funding by the CITY) management services,
systems and materials needed to operate, supervise,
manage and maintain the FACILITY in the most efficient
manner consistent with operations of other similar
first class facilities, and the CITY shall provide the
funds budgeted for and reasonably required to carry out
such purposes during the term of this Agreement. It is
the intent of the parties that SMG will have authority
over the day-to-day operation of the FACILITY and all
activities therein, but subject to existing contracts
and subject to policies and guidelines reasonably
established by, or which from time to time hereafter
may be established by, the CITY. Such current and
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future policies shall not unreasonably interfere,
impede or impair the ability of SMG to effectively
manage the FACILITY.
In the performance of its duties under this Agreement
for management, supervision, maintenance and operation
of the FACILITY, SMG shall provide the CITY with
services which shall include the following:
a) Supervise and direct all employees and personnel
consistent with the provisions of this Agreement.
b) Maintain and.supervise detailed, accurate and
complete financial and other records of all of its
activities under this Agreement in accordance with
generally accepted accounting principles. In
furtherance of its services to be provided
pursuant to this subparagraph and elsewhere in
this Agreement, SMG may use its own proprietary
computer software which, in such event, shall
remain the sole property of SMG. All financial
records maintained pursuant to this subsection (b)
shall be retained by SMG as long as such records
are required to be retained pursuant to the
Florida Public Records Law. All such records
shall be made available to the CITY.
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c) Administer, assure compliance with and negotiate
licenses, occupancy agreements, booking
commitments, advertising agreements and concession
agreements for the FACILITY, including the food,
beverage and novelty agreements (if any). Such
licenses and agreements which pertain to the use,
operation and occupancy of the FACILITY will be
executed by SMG as agent for the CITY. The terms
of all such licenses and agreements shall comply
with IRS Requirements as defined in Paragraph XI.A
hereof. All revenues arising from the operation,
promotion and management of the FACILITY pursuant
to this Agreement which are earned within the term
of this Agreement shall be included in revenues of
the FACILITY. SMG and its affiliates or related
entities will be allowed to book and promote
events at the FACILITY but only at prevailing
rates, fees and prices as the same shall be
approved by the CITY's Contract Administrator
prior to such booking or promotion. SMG shall
provide to the CITY'S Contract Administrator
complementary tickets as per City of Miami Beach
Resolution No. 93-20694 for each event held at the
Jackie Gleason Theater of the Performing Arts.
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d} SMG shall require that all users of the FACILITY
provide certificates of insurance evidencing
appropriate insurance, as required by "Insurance
Requirements for Users/Lessees of the Facility"
(attached as Exhibit B - Part 1). Copies of these
certificates are to be furnished to the CITY'S
Contract Administrator. Such insurance is to be
kept in force at all times by all licensees,
users, lessees and concessionaires. All such
liability policies shall name the CITY and SMG as
additional insureds. SMG shall also require all
users of the FACILITY to execute, among the terms
of the l~cense, agreement or occupancy agreement,
an indemnification clause containing an obligation
to defend, running in favor of the CITY, the form
of said clause to be subject to the CITY'S
approval.
e) Submit a written report to the CITY'S Contract
Administrator at least monthly, or as otherwise
voluntarily agreed on between the parties hereto,
no later than the close of the following month
concerning its activities in the operation,
management, supervision and maintenance of the
FACILITY. Such report shall, inter alia, set
forth bookings, receipts from all sources,
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expenditures and such other and further
information as the CITY may reasonably require or
request.
f) To the extent that the CITY has made budgeted
funds available and such budgeted funds are
sufficient, SMG shall maintain the FACILITY in the
condition received, reasonable wear and tear
excepted. However, at no time shall the
maintenance of the FACILITY fall below the minimum
standards required by Exhibit C, provided that
funds are made available by the CITY for budgeted
items and such budgeted items are sufficient to
achieve or maintain such minimum standards. On or
before the first business day following the last
day of each calendar quarter occurring during the
term of this Agreement, SMG shall provide the CITY
with a report regarding all maintenance performed
at the FACILITY during such calendar quarter.
g) Rent, lease or purchase all non-capital, event
related and ordinary maintenance supplies and
equipment for the operation and maintenance of the
FACILITY using funds in FACILITY accounts as
provided in subparagraph (n) below.
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h) Administer, assure compliance with, negotiate and
enter into service contracts required in the
ordinary course of business in operating the
FACILITY, including, without limitation, contracts
for engineering services, telephone, staffing
personnel, including guards and ushers,
extermination and other services which are
reasonab,ly necessary, including SMG'S right to
contract with, or expense to, its parent,
affiliates or related entities for necessary
administrative services. SMG shall execute all
such contracts in its own name on behalf of the
CITY and, in the case of contracts that have the
approval of the CITY, expressly as the CITY's
agent, provided that no service contract shall
have a term of longer than the then-remaining term
of this Agreement without the approval of the City
Commission, and provided further that service
contracts that are to be renewed or entered into
at the commencement of the fiscal year shall be
reviewed by the Miami Beach Convention Center
Advisory Board in conjunction with the annual
budget review process. Any contract entered into
between SMG and a subsidiary and/or affiliate
company shall be at terms and for prices
customarily charged by such subsidiary and/or
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affiliated company for comparable goods and
services elsewhere and are competitive within the
industry, subject to approval of the City
Commission and submittal of documentation
evidencing the competitive nature of the goods
submitted.
i) Furnish such supervisory services, as are herein
set forth, as to ensure that the FACILITY and
services shall be operated in a first class manner
and with standards comparable to similar first
class facilities.
j) Establish and adjust prices, rates and rate
schedules for the aforesaid licenses and
agreements, advertising contracts and concession
agreements and any other FACILITY commitments to
be negotiated by SMG in the course of its
management of the FACILITY. In determining such
prices and rate schedules, SMG shall evaluate
comparable charges for similar goods and services
at similar and/or competing facilities in order to
establish a range of prices and rates, shall
consult with the Miami Beach Convention Center
Advisory Board and the Greater Miami Convention
and Visitors Bureau on any rate adjustments at the
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FACILITY. In connection with any such systematic
rate establishment and adjustment, SMG shall
provide the CITY with a survey of current rates
from other facilities, and such surveys shall be
brought by CITY to the attention of the Miami
Beach Convention Center Advisory Board and the
Greater Miami Convention and Visitors Bureau. Any
such rate adjustments involving a rate increase
shall be reviewed by the Advisory Board and the
Convention and Visitors Bureau prior to final
written approval of the City Commission. The
difference between the rate determined by the City
Commission and SMG'S rate shall pe applied as
revenue to the FACILITY for the purposes of
determining SMG's management fees hereunder.
k) Prepare and provide to the CITY a proposed,
detailed, line-item annual operating budget for
the FACILITY in compliance with the format
reasonably requested by the CITY therefor,
including salary ranges for each fiscal year
occurring during the term hereof, each such
operating budget to be provided no later than the
date specified by the City Manager. Each such
budget shall be submitted together with details on
the benefits package to be offered to SMG
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employees and funded by the CITY as an operating
expense. No such benefit package shall exceed
comparable benefits packages offered in similar-
sized facilities and/or industry standards. SMG
shall not incur FACILITY operating expenses for
any fiscal year in excess of the aggregate amount
of operating expenses set forth in the annual
operating budget, as amended or supplemented,
approved by the CITY. However, if extraordinary
events occur which could not reasonably be
contemplated at the time the budget was prepared,
SMG may submit a supplemental budget to the CITY
for review and app~oval. SMG recognizes that the
CITY is a municipal corporation created pursuant
to the laws of the State of Florida and is bound
by general and special statutes pertaining to the
budget process and the appropriation and
expenditures of funds. Therefore, SMG shall
participate in the CITY'S budget process,
including, but not limited to, an Administrative
Review, a review by the CITY'S Budget Advisory
Committee, City Commission review and review and
comment by citizens at two public hearings in the
month of September prior to approval of a proposed
operating budget.
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I} Prepare and submit, prior to October 1st of each
fiscal year that is within the term hereof, a cash
flow budget, based on the approved operating
budget, for such fiscal year. The CITY shall
transfer to SMG, on a monthly basis, those funds
so approved and necessary for the operation,
management and maintenance of the FACILITY, and
SMG shall deposit such funds, together with gross
revenues of the FACILITY collected by SMG (other
than such revenues described in subparagraph (o)
below), in the FACILITY accounts referred to
below. The City specifically reserves the right
to ~ithhold or delay the m9nthly funds referenced
above if the previous monthly audited findings
have not been satisfactorily resolved.
m} Pay all operating expenses (which include, without
limitation, all expenses arising from the
management or operation of the FACILITY other than
expenses attributable to interest (debt service)
and capital items, as hereinafter defined, which
expenses shall be paid by the CITY} for the
FACILITY from FACILITY accounts established
pursuant to this Agreement. If SMG is authorized
by the CITY to advance its own funds in order to
comply with any of the terms of this Agreement and
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SMG elects to do so, SMG will be reimbursed the
amount of such advance(s), plus all accrued
interest thereon at SMG'S cost for borrowing such
money at a local banking institution within thirty
(30) days after the presentation of invoices by
SMG.
n) After consultation with the City Attorney,
institute in its own name as managing agent for
the CITY, but in any event, at the reasonable
expense of the CITY, any and all legal actions or
proceedings to collect charges, rents or other
income genera~ed by and due to the CITY, or to
cancel or terminate any license, use or concession
agreement for the breach thereof or default
thereunder by any licensee, user, advertiser, or
concessionaire of the CITY after consultation with
the CITY. No legal action or termination
proceeding shall be commenced against Service
America Corporation or National Data
Communications Inc., without the prior written
consent of the City Manager and the City Attorney.
SMG shall use the services of the City Attorney's
Office when instituting said legal actions.
However, to the extent it is not feasible to use
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said services, legal expenses shall be included as
an operating expense of the FACILITY.
0) Hold in escrow, in an interest-bearing account in
a banking institution in Miami Beach, any ticket
sale revenues, which it receives in the
contemplation of or arising from, an event pending
the completion of the event. Such escrow monies
are to be held for the protection of ticket
purchasers, the CITY and S~G, and to provide a
source of funds, as required for such payments to
performers and for such payments of direct
incidental expenses in connection with the
presentation of events as may be required to be
paid prior to or contemporaneously with the event.
Following the satisfactory completion of the
events, SMG shall make a deposit into the FACILITY
operating account(s). Interest accrued in the
escrow account shall be part of the operating
income so long as SMG is not required to pay such
interest to the promoter pursuant to its
respective license agreement with the promoter.
Bank service charges, if any, on such account(s),
shall be considered an operating expense of the
FACILITY.
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p) SMG shall submit, within twenty-five (25) days
following the close of each month or as reasonably
prescribed by the CITY, copies of records and
reports related to the receipts and expenditures
with respect to all events occurring during such
month at the FACILITY. Such records and reports
shall be in a form customarily prepared by SMG at
other SMG-managed facilities and shall include a
comparison of revenues and expenses for the
corresponding months in the prior two (2) fiscal
years. The CITY shall review all operating
expenses before reimbursing SMG for any cash flow
deficiencies that otherwise would be reimbursable
to SMG pursuant to subparagraph (1) above, and the
CITY shall fund such deficiencies in full except
for any amount attributable to expenses paid by
SMG that the CITY determines are not consistent
with the term of this Agreement, provided however,
in no event shall the period for the CITY's review
of said operating expenses exceed a reasonable
period of time. The CITY and SMG shall resolve
any issues with respect to expenses within thirty
(30) days of report of same by SMG.
q) Upon receipt thereof from the depository bank,
submit to the CITY, as requested, copies of all
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bank statements concerning the escrow account(s)
established by SMG pursuant to subparagraph (0)
above.
r) SMG shall promote, solicit and/or produce on its
own, in association with or through a local or
regional promoter, an annual series of concerts
and special entertainment events during the summer
season (the period from May 1 - September 30) at
the Jackie Gleason Theater of the Performing Arts.
Such annual series shall contain a minimum of five
(5) separate and distinct, major entertainment
events. The cost of such series shall not be
included as an operating expense of the FACILITY,
but SMG shall be entitled to use funds on deposit
in the promotional fund established by SMG for co-
promotion purposes to offset costs of such series.
s) SMG shall maintain an ongoing relationship with
various boards and committees of the CITY, which
would include but not be limited to; the Miami
Beach Tourism and Convention Center Expansion
Authority, the Miami Beach Convention Center
Advisory Board, the Jackie Gleason Theater of the
Performing Arts Ad Hoc Committee, the Community
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Benefit Committee and the Greater Miami Visitor
and Convention Bureau.
t) SMG shall, from time to time, revise the marketing
plan for the FACILITY as SMG determines is
necessary or appropriate to maintain the currency
of such plan, and SMG shall solicit comments from
the CITY and the appropriate various boards and
committees outlined in subparagraph (s) above.
u) SMG shall follow the Miami Beach Convention
Center's established booking policies (Exhibit D)
in the operation of the FACILITY and. hold the
master set of all booking records and schedules.
SMG shall, from time to time, review the booking
policy and recommend changes, if any, in the
booking policy to the CITY. SMG's recommended
changes shall be subject to the approval of the
Miami Beach Convention Center Advisory Board.
Should the Advisory Board reject SMG'S recommended
changes, SMG shall have the right to appeal to the
City Commission. Upon any approval of the City
Commission, the CITY will modify the booking
policy to include SMG'S recommended changes.
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v} Notwithstanding anything to the contrary herein,
SMG shall adhere to the contract between the CITY
and Pace Theatrical Group for performances in the
Jackie Gleason Theater of the Performing Arts. SMG
will adhere to the dates and rates in accordance
with Exhibit F.
w} SMG shall supervise and monitor the contract
between the CITY and Service America Corporation
for food and beverage concessions at the FACILITY.
x} SMG shall act as a collection agent for the CITY
on the $1.00 {one doll~r} surcharge on all tickets
sold for performances held at the Jackie Gleason
Theater of the Performing Arts. Further, SMG
shall work with the Community Benefit Committee on
the administration of the surcharge in accordance
with the resolutions attached in Exhibit E. Said
surcharge shall not be included in revenues for
the FACILITY.
y} SMG shall act as a collection agent for the CITY
on Sales Tax and shall remit to the State of
Florida said Sales Tax. Sales Tax shall not be
included in revenues for the FACILITY.
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z) SMG shall cause such acts and things to be done in
and about the FACILITY as SMG shall determine to
be necessary with respect to the operation,
control, supervision and maintenance of the
FACILITY. Both SMG and the CITY shall, throughout
the term of this Agreement, comply with all
statutes, ordinances, laws, rules, regulations,
orders and requirements by any Federal, State or
County government departments, commissions, boards
and offices having proper jurisdiction respecting
the use or manner of the use of the FACILITY or
the construction, maintenance and operation
thereof,.as well as with all orders and
requirements of the Fire Department or any other
body which may hereinafter exercise similar
functions, provided that it shall be the
responsibility of the CITY to inform SMG of any
requirements imposed on the FACILITY, from time to
time, as a result of the CITY's tax-exempt
financing of the FACILITY or any portion thereof.
aa) Except as otherwise approved by the CITY, SMG
shall not sub-lease any portion of the FACILITY to
other than short-term users.
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bb) Greater Miami Convention and Visitors Bureau
(GMCVB) is responsible for marketing the
Convention Center for conventions and trade shows,
and to carry out this responsibility, will have
control over all bookings more than twenty-four
(24) months in advance; however, all such bookings
shall be coordinated with SMG before commitment.
SMG will assist the GMCVB on an as-needed basis by
providing resource people to work with the GMCVB
and, when reasonably requested, accompany them in
their solicitation efforts, provided that the
GMCVB assists SMG in minimizing the cost of such
travel. The GMCVB will also book conventions and
trade shows into the Convention Center with less
than twenty-four (24) months' lead time if the
dates have not been confirmed to other users and
with the approval of SMG, which approval shall not
be unreasonably withheld. Additionally, subject
to compliance with the Booking Policies set forth
as Exhibit 0, SMG may also book non-convention and
trade show events in the Convention Center with
more than twenty-four (24) months' lead time if
the dates have not been confirmed to other users
and with the approval of the GMCVB. Dates booked
in this manner shall be considered tentative until
formally approved by the GMCVB.
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cc) SMG shall have the sole authority, subject to the
Booking Policies set forth as Exhibit D, to
approve the scheduling of any event in the
Convention Center within the twenty-four (24)
month booking window and all events in the Jackie
Gleason Theater of the Performing Arts. Events of
a non-traditional nature, including multi-year
user contracts of a non-traditional nature, shall
be subject to the review and recommendation of the
Miami Beach Convention Center Advisory Board prior
to scheduling.
dd) SMG.shall provide the CITY and the Convention
Center Advisory Board with a monthly report
regarding the status of pending user agreements.
ee) SMG shall submit to the CITY for approval a
comprehensive preventive maintenance program for
the Convention Center and the Jackie Gleason
Theater. Such plan shall be used as the part of
the basis for the evaluation of SMG's maintenance
of facilities and equipment under Section
III.B.(4) hereof.
D. Re9airs. SMG shall inform the CITY of any condition of
which SMG becomes aware which SMG believes impairs the
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structural soundness or sound operating condition of
the FACILITY or otherwise adversely affects the ability
of SMG to perform under this Agreement. It is
understood that the CITY will make its own
determination as to the structural soundness of the
FACILITY or any defect that might be noted by SMG and
as to the necessity for repair. The CITY will, subject
to appropriation, make available funds necessary to
correct such condition within such time as is required
under the circumstances and as the CITY deems any
repair or correction necessary.
a) SMG shall have the right to act with consent of
the CITY in situations which SMG determines to be
an emergency with respect to the safety, welfare
and protection of the general public, including
spending or committing funds held in the FACILITY
accounts even if such expenses are not budgeted,
provided, however, SMG shall have no obligation
under any circumstance to spend or commit funds
other than funds then available in the FACILITY
accounts for any such purpose. Immediately
following such action, SMG shall inform the CITY
of the situation and the action taken and the CITY
shall pay SMG, for deposit in the FACILITY
accounts, the amount of funds, if any, spent or
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committed by SMG pursuant to this subparagraph (a)
in excess of budgeted amounts.
b) Any expenditure to obtain, replace or repair any
capital items, as hereinafter defined, related to
the operation of the FACILITY in excess of $500
shall not be construed or determined to be an
operating expense under this Agreement for the
purpose of determining any management fee to be
earned by SMG hereunder. Capital items shall be
defined to include all fixtures, signs, displays,
equipment, machinery, structures, appurtenances,
improvements, alterations, systems (including, but
not limited to, plumbing system, electrical
system, wiring and conduits, heating and air
conditioning systems), and items of identical or
similar nature and character, including, for
example, seats and chairs, which are replaced
and/or repaired in multiple units
contemporaneously. The expense sum for such
repairs, maintenance or replacement for multiple
units shall be the total cost of same for all such
multiple units.
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E. Office Space. The CITY shall provide SMG with
necessary office space in the FACILITY and such
equipment as is currently available in the FACILITY.
F. Parkinq and Storaqe. The CITY shall provide SM3 with
unrestricted egress and ingress to the FACILITY and
shall make available to SMG at no cost parking spaces
adjacent to the FACILITY or located on CITY property in
the immediate environs. All parking lots and garages
adjacent to the FACILITY are excluded from the scope of
this Agreement.
G. Use by the City. The CITY shall have the righ~ to use
the FACILITY or any part thereof subject to
availability for the benefit of the community for such
purposes as (including, but not limited to) meetings,
labor negotiations and training classes without the
payment of any rental or use fee, except that direct
out-of-pocket expenses incurred in connection with such
uses shall be paid by the CITY. CITY uses of the
FACILITY shall not be competitive with, nor conflict
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with, paying events booked by SMG and shall be booked
in advance upon reasonable notice. CITY use of the
FACILITY shall result in a revenue credit at the
prevailing rate in computing revenues of the FACILITY
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for purposes of determining any management fee payable
to SMG hereunder.
II. EMPLOYEES
A. Emoloyees. In connection with the performance of its
responsibilities hereunder, SMG may hire its own
employees who will be employees of SMG and not of the
CITY but whom shall be paid from the funds allocated by
the CITY for this purpose. SMG shall select the
number, function, qualifications, compensation,
including benefits and may, at SMG'S reasonable
discretion, periodically adjust or revise the terms and
conditions relating to such emp19yees.
B. Minority/ADA Hiring. SMG shall use its best efforts to
interview and employ qualified minority individuals at
the FACILITY, giving minority applicants a reasonable
opportunity to fill open positions. To facilitate this
process, SMG shall advertise open positions at the
FACILITY in a cross-section of appropriate newspaper
publications that will ensure that minorities will be
aware of opportunities at the FACILITY. SMG will use
its best efforts to assure that its hiring practices
comply with Title I of the Americans with Disabilities
Act of 1990, as amended (the "ADA").
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C. No Solicitation. During the period commencing on the
date hereof and ending one (1) year after the
termination or expiration of this Agreement, except
with SMG's prior written consent, the CITY will not,
for any reason, solicit for employment, or hire, any of
the senior management personnel employed by SMG at the
Facility, including, without limitation, the general
manager, and director level employees. In addition to
any other remedies which SMG may have, specific
performance in the form of injunctive relief shall be
available for the enforcement of this provision.
III. MANAGEMENT FEES
A. Base Manaqement Fee. As base compensation to SMG for
providing the services herein specified during the term
hereof, the CITY shall pay SMG during the term hereof
an annual fixed fee of $229,868, which amount shall be
adjusted upward on the first day of each fiscal year
during the term hereof (including an adjustment upward
as of October 1, 1995) by the percentage change in the
Consumer Price Index -- All Urban Consumers (CPI-U) --
Southern Florida City Average -- All Items, during the
one year period ending in July immediately preceding
such fiscal year, as published by the Bureau of Labor
Statistics of the U.S. Department of Labor, or of any
revised or successor index hereafter published by the
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Bureau of Labor Statistics or other agency of the
United States Government succeeding to its functions,
provided that any such percentage change greater than
5% with respect to anyone year shall be ignored for
purposes of this adjustment. The foregoing annual
fixed compensation shall be payable in equal monthly
installments due on or before the last day of each
month during such fiscal year.
B. Incentive Fee. In addition to the base management fee
set forth above, SMG shall be entitled to, and shall
receive from the CITY, an annual incentive fee with
resp~ct to each fiscal year ?uring the term of this
Agreement in an amount equal to the product of (x) the
aggregate amount of the base management fee for such
fiscal year and (y) the Applicable Percentage (as
hereinafter defined). The Applicable Percentage shall
be a percentage equal to the sum of the percentage
credits which SMG earns pursuant to subparagraphs 1)
through 3} below with respect to such fiscal year,
provided that in no event shall the Applicable
Percentage for any fiscal year exceed 100%.
Promptly following the end of each fiscal year during
the term hereof, the CITY shall total the percentage
credits which SMG has earned during the preceding
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fiscal year and provide SMG with a written report with
respect thereto.
1) Percentaqe Credits Based on Revenues Compared to Budgeted
Revenues: The CITY shall award the following percentage
credits based upon the aggregate amount of revenues accrued
during a fiscal year:
Revenues
Percentaqe Credits
Revenues less than or equal
amount ("Revenue Baseline")
annual operating budget for
year . . . .' . . . . . . .
to the aggregate
of revenues in the
such fiscal
o
Revenues over 100% up to 101% of Revenue
Baseline . . . . . . . . . . . . . . . . .
Revenues over 101% up to 102% of Revenue
Baseline . . . . . . . . . . . . . . . . .
Revenues over 102% up to 103% of Revenue
Baseline . . . . . . . . . . . . . . . . .
Revenues over 103% up to 104% of Revenue
Baseline . . . . . . . . . . . . . . . . .
Revenues over 104% of Revenue
Baseline . . . . . . . . . . . . . . . . .
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48
60
2) Maintenance of Facilities and Equipment. The CITY shall
award SMG 30 percentage credits for a fiscal year if SMG has
met or exceeded the maintenance goals set forth in the
approved and adopted maintenance and operation manual for
the FACILITY (including the comprehensive preventive
maintenance program referred to in Section I.C.(ee) above).
Such evaluation shall take into account the quarterly review
of the Advisory Board of SMG's maintenance reports and the
maintenance reports of the CITY's Building Department
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regarding SMG's maintenance performance during such fiscal
year.
3) Conununity Involvement. The CITY shall award SMG 10
percentage credits based on participation and support of
educational, volunteer conununity service activities and
organizations.
C. Revenues. For purposes of calculating SMG's management
fees hereunder and in determining the scope of
operating expenses, the following shall apply:
1) Revenues for the FACILITY shall be defined to
include, but not be limited to:
a) Rental income;
b) Concession income;
c) Merchandise sales income;
d) Advertising sales income;
e) Equipment rental fees;
f) Utility income;
g) Box Office income;
h) Miscellaneous operating income.
2) Revenues shall consist of the revenues
collected or accrued less applicable sales
tax and the one dollar ($1) surcharge for
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performances held at the Jackie Gleason
Theater of the Performing Arts.
IV. OWNERSHIP
A. CITY OwnershiD. The ownership of buildings and real
estate, technical and office equipment and facilities,
furniture, displays, fixtures and similar property
shall remain with the CITY. Property rights will not
accrue to SMG, with the exception of proprietary
computer software which shall remain the sole property
of SMG. However, any type of computer software which
is designed specifically for use by the FACILITY will
become and remain the property of the CITY.
B. CITY ResDonsibilities. Notwithstanding anything to the
contrary herein, the CITY will pay, keep, observe and
perform, all payments, terms, covenants, conditions and
obligations under any bonds, debentures or other
security agreement or contract to which the CITY is
bound with respect to the FACILITY, and SMG shall have
no obligation with respect to any of the foregoing.
a) The CITY will make available to SMG for the
operation, maintenance, supervision and management
of the FACILITY, all funds necessary to pay the
aggregate amount of expenses set forth in the
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applicable annual operating budget approved by the
CITY, plus all items of expense not budgeted but
approved by the CITY and the amount of any
emergency expenditures pursuant to Section I.D.{a}
hereof. To the extent SMG is unable to perform
under this Agreement due to the fact that budgeted
funds are insufficient, SMG will not be considered
in breach of this Agreement nor shall same be
considered an event of default.
b} SMG will conduct and submit to the CITY on or
prior to July 30th of each year during the term
hereof an inventory of capitalized furniture,
fixtures and equipment of the FACILITY.
c} Any data, equipment or materials furnished by the
CITY to SMG and any such data, equipment or
materials that may be acquired for the CITY by SMG
for use at the FACILITY shall remain the property
of the CITY, and when no longer needed for the
performance of this Agreement, shall be returned
to the CITY.
d} Whenever, under any provision of this Agreement,
the approval or consent of either party is
required, the decision thereon shall be given
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promptly and such approval, authorization or
consent shall be given promptly and such approval,
authorization or consent shall not be withheld
unreasonably or arbitrarily.
e) The CITY shall continue to provide, at no cost to
the FACILITY or SMG, those goods and services
previously supplied or provided, the costs of
which may not have been reflected as operating
expenses in the FACILITY'S financial statements
prior to SMG's engagement as managing agent. Such
services shall not include those which are deemed
to be the responsibility of SMG ae stated in this
Agreement.
f) In the event that SMG requests a capital
improvement, the CITY will give reasonable
consideration to such request(s) in formulating
its budget in light of competing municipal
considerations.
g) The CITY shall fund the budgeted operating cost of
the FACILITY in accordance with the cash flow
budget submitted by SMG (Section I, Paragraph C.l)
and approved by the CITY.
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h) The CITY will cooperate to the extent reasonably
required to secure all licenses and permits needed
for the operation and use of the FACILITY.
Subject to receipt of such cooperation from the
CITY, it shall be SMG's sole responsibility to
obtain all licenses and permits needed for the
operation and use of the FACILITY.
V. CONTRACT MONITORING
A. Contract Administrator. The CITY'S Contract
Administrator shall be the City Manager or his
designee. SMG shall name a specific individual to
serve as their Contract ~inistrator.
B. Duties of City Contractor Administrator. The CITY'S
Contract Administrator shall have the authority to give
all approvals for the CITY while administrating this
Agreement, with the exception of items which would
require City Commission approval. The CITY'S Contract
Administrator:
a) Shall be the liaison between SMG and the CITY on
all matters relating to this Agreement.
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b) Shall be responsible for ensuring that any
information supplied by SMG is properly
distributed to the appropriate CITY Departments.
c) Shall be responsible for the day-to-day monitoring
and assessment of the quality of services provided
by SMG and contract compliance by SMG.
C. Ouality of Service. The CITY shall have the power to
review and monitor SMG'S activities, operations,
management and maintenance of the FACILITY.
D. Contract I~te~retation. SMG shal~ accept the
reasonable assessments and decisions of the CITY'S
Contract Administrator as binding in matters of
contract interpretation, provided however, that SMG has
the right to appeal such decision to the City
Commission within thirty (30) days of such an
assessment or decision.
E. General Manaaer. SMG shall name an individual as the
General Manager of the FACILITY. The General Manager:
a) Shall be the liaison between the CITY and SMG on
all matters relating to this Agreement.
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b) Shall be responsible for the day-to-day management
and supervision of the FACILITY.
c) Shall be responsible for providing supervision and
direction to FACILITY employees.
The General Manager of the FACILITY shall be removable
for cause upon the written request or recommendation of
the CITY.
VI. TERM OF AGREEMENT
A. Term. The term of this Agreement shall be for a period
of three (3) years,.commencing October 1, 1995 and
ending September 30, 1998.
B. Contract Years. For the purposes of this Agreement,
the term "contract year" shall mean successive twelve
(12) month periods commencing upon the commencement of
this Agreement and concluding one (1) calendar year
thereafter.
C. Fiscal Year. For purposes of this Agreement, the term
"fiscal year" shall mean successive twelve (12) month
periods commencing October 1 and concluding
September 30.
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D. Proration. In the event that this Agreement shall
terminate prior to the end of its anticipated term for
any reason, any amounts payable to SMG pursuant to this
Agreement, shall be prorated.
E. Termination for Cause. If either the CITY or SMG shall
be adjudged bankrupt or insolvent, or if any receiver
or trustee of all or any part of the business property
of either party shall be appointed and shall not be
discharged within sixty (60) days after appointment, or
if either party shall make an assignment of its
property for the benefit of creditors or shall file a
volun~ary Petition in Bankruptcy, or insolvency, or
shall apply for reorganization or arrangement with its
creditors under the Bankruptcy or Insolvency Laws now
in force or hereinafter enacted, Federal, State or
otherwise, or if such petition shall be filed against
either party and shall not be dismissed within sixty
(60) days after such filing, then the other party may
immediately, or at any time thereafter, and without
further demand or notice, terminate this Agreement
without being prejudiced as to any remedies which may
be available to it for breach of contract. In the
event that SMG or the CITY fails to perform or observe
any of the covenants, terms or provisions under this
Agreement and such failure continues thirty (30) days
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after written notice thereof from the other party
hereto, such non-defaulting party may immediately, or
at any time thereafter, and without further demand or
notice, terminate this Agreement without being
prejudiced as to any remedies which may be available to
it for breach of contract. In the event that a default
is not reasonably susceptible to being cured within
such period, the defaulting party shall not be
considered in default if it shall within such period
have commenced with due diligence and dispatch to cure
such default and thereafter completes with dispatch and
due diligence the curing of such default.
F. Force Majeure. Neither party shall be obligated to
perform hereunder and neither party shall be deemed to
be in default if performance is prevented by:
a) Fire not caused by negligence of either party,
earthquake, flood, act of God, civil commotion
occurring at the FACILITY during or in connection
with any event or other matter or condition of
like nature; or
b) Any law, ordinance, rule, regulation or order of
any public or military authority stemming from the
existence of economic or energy controls,
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hostilities, war or governmental law or
regulation.
G. Labor Dispute. In the event of a labor dispute which
results in a strike, picket or boycott affecting the
FACILITY or services described in this Agreement, SMG
shall not thereby deem to be in default or to have
breached any part of this Agreement, unless such
dispute shall have been caused by illegal labor
practices or violations by SMG of applicable collective
bargaining agreements and there has been a final
determination of fact which is not cured by SMG within
thirty (30) days.
H. Waiver. No consent or waiver, express or implied, by
either party, to or of any breach of any covenant,
condition or duty of the other, shall be construed as a
consent to or waiver of any other breach of the same,
or any other covenant, condition or duty.
I. Procedure Upon Termination. Upon the expiration or
termination of this Agreement, SMG shall promptly
surrender and deliver to the CITY, the FACILITY and all
equipment, supplies and records, including all books of
account relating to the operation of the FACILITY,
escrow accounts, and inventories which are the property
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of the CITY, as received, except for (i) normal wear
and tear (or wear and tear attributable to the failure
of the CITY to fund adequately the operation,
management or maintenance of the FACILITY) and (ii)
consumable assets consumed by SMG in performing its
duties hereunder. Upon such surrender, the CITY shall
make all payments due SMG as set forth in this
Agreement (it being understood that all unpaid
management fees accrued to the date of termination,
including pro-rated incentive management fees, shall
thereupon be due and payable in full). Following such
expiration of termination, SMG shall provide its
proprietary software for a period of not le~s than 180
(one hundred eighty) days at a specified monthly charge
to allow the CITY a transitional period for computer
conversion.
VII. INSURANCE AND LIABILITY
A. SMG Requirements. SMG shall, at all times during the
full duration of this Agreement, adhere to the
insurance requirements listed in Exhibit B.
B. Performance Bond. SMG agrees that upon the execution
of this Agreement to have in affect a performance bond
in the amount of $500,000 (five hundred thousand
dollars) covering the faithful performance of this
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Agreement and the payment of all obligations arising
thereunder.
C. Premium Payment. Notwithstanding anything to the
contrary contained herein, the insurance premiums,
other than those provided by the CITY, shall be
considered as operating expenses, for insurance
coverages required by this Agreement. The cost of all
insurance premiums shall be paid directly by the CITY,
with the exception of the Performance Bond and Employee
Dishonesty Coverage.
D. SMG Indemnification.
a) SMG shall indemnify, hold harmless and defend the
CITY, its agents, servants and employees from and
against any claim, demand or cause of action of
whatsoever kind or nature arising out of error,
omission or negligent act of SMG, its agents,
servants or employees in the performance of
services under this Agreement.
b) In addition, SMG shall indemnify, hold harmless
and defend the CITY, its agents, servants and
employees from and against any claim, demand or
cause of action of whatever kind or nature arising
out of any conduct or misconduct of SMG not
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included in the paragraph above and for which the
CITY, its agents, servants or employees are
alleged to be liable.
c) The foregoing indemnification shall be insured as
provided in Exhibit B - Part 2.
E. prooerty Insurance. The CITY shall obtain and maintain
comprehensive all-risk property insurance for the
FACILITY and shall cause SMG to be named as an
additional insured thereunder. The cost of such
insurance shall be included as an operating expense,
subject to the Aimits in VII.C above, for purposes of
this Agreement.
F. Sidewalks. Riqhts-of-Wavs and Marshalling Areas.
References in this Agreement to sidewalks, rights-of-
ways and marshalling areas are for general custodial
cleaning and maintenance by SMG and are not intended to
include repairs to such areas or any liability
resulting from needed repairs to such areas. The CITY
assumes responsibility for repairs to such areas,
provided however, SMG shall give the CITY written
notice of repairs that SMG believes are needed.
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G. Subrogation. The terms of insurance policies referred
to in this Section VII shall preclude subrogation
claims against SMG, its partners, the CITY and their
respective officers, employees and agents.
VIII. RECORDS
A. Records and Auditinq. SMG shall maintain current,
accurate and complete financial records on an accrual
basis of accounting relating to its activities at the
FACILITY. The systems and procedures used to maintain
these records shall include a system of internal
controls and all accounting records shall be maintained
in accordance with generally accepted accounting
. .
principles and shall be open to inspection and audit by
the CITY upon reasonable prior request.
B. Audit. For each full or partial year of this
Agreement, the CITY may, at its option, cause an audit
to be conducted at its cost and expense. The cost of
such an audit shall not be included in operating
expenses for the purposes of determining any management
fees earned by SMG.
IX. CONFLICTS OF INTEREST
SMG is familiar with the provisions of The Dade County Code,
CITY of Miami Beach Code, and Florida Statutes, and hereby
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certifies that it will make a complete disclosure to the
CITY of all facts bearing upon any possible conflict, direct
or indirect, with its performance that it believes any
officer or employee of the CITY now has or will have. Said
disclosure shall be made by SMG contemporaneously with the
execution of this Agreement and at any time thereafter that
such facts become known to SMG. SMG shall perfonn services
under the Agreement in a manner so as to show no preference
for other facilities managed by SMG with regard to
management, booking and operation of this FACILITY.
The CITY recognizes that SMG, or its affiliates, may enjoy
indirect econom}c benefits from the operation of the
FACILITY. However, SMG will perfonn its obligations under
this Agreement in a manner consistent with the best interest
of the CITY. Additionally, SMG shall provide CITY with an
annual update listing any expected ancillary sources of
revenue/income to SMG or its affiliates arising from
operation of the FACILITY no later than May 15 of each
fiscal year during the tenn hereof.
x. NOTICES
All notices, consents, waivers, directions, requests or
other instruments or communications provided for under this
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Agreement, shall be deemed properly given if, and only if,
delivered personally or sent by registered or certified United
States mail, postage prepaid, as follows:
a) If to the CITY:
Ci ty of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Mayra Diaz Buttacoveli
and
City of Miami Beach
City Attorney
1700 Convention Center Drive
Miami Beach, FL 33139
b) If to SMG:
Spectacor Management Group
701 Market Street, Suite 4400
Philadelphia, PA 19106
Attention: Mr. Wes Westley, President
and
SMG General Manager
1901 Convention Center Drive
Miami Beach, Florida 33139
and
Vernon Stanton, Jr., Esquire
Drinker Biddle & Reath
1100 Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Either party may at any time change the address where
notices are to be sent or the party or persons to whom such
notices should be directed by the delivery or mailing to the
above person or parties, of a notice stating the change.
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XI . LAWS
A. Comoliance. SMG shall comply with all applicable city,
county, state and Federal ordinances, statutes, rules
and regulations. To the extent funds are made
available therefor by the CITY, SMG shall use all
reasonable efforts to cause the FACILITY and its
programs to comply fully with Titles I, II and III of
the ADA and comparable Florida law (553.501 to 553.513
Florida Statutes and Chapter 760 Florida Statutes) and
related regulations. The CITY shall fund a
comprehensive study of the ADA compliance at the
FACILITY by an independent professional with
demonstrated expertise and experience with ADA
compliance. Upon receipt of such report, SMG will be
responsible for overseeing the ADA compliance changes
approved and funded by the CITY. The CITY intends to
comply with Internal Revenue Service regulations,
rulings, notices or procedures ("IRS Requirements")
issued prior or subsequent to the date of this
Agreement, governing the management of governmental
facilities financed with the proceeds of tax-exempt
bonds, and in particular any such IRS Requirements
which implements Section 1301(e) of the Tax Reform Act
of 1986. Notwithstanding any other provision of this
Agreement, if any provision of this Agreement conflicts
with any IRS Requirements, then the parties shall amend
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this Agreement to the extent necessary to achieve
compliance upon notice thereof from the CITY. The
benefits of any such changes would accrue to the
parties.
B. Governinq Law. This Agreement shall be deemed to have
been made and shall be construed and interpreted in
accordance with the laws of the State of Florida. In
case of any inconsistency between the terms of this
Agreement and any applicable general or special law,
said general or special law shall govern.
C. Equal Emolovment Opportunity. Neither SMG nor a~y
affiliate of SMG performing services hereunder pursuant
hereto, will discriminate against any employee or
applicant for employment because of race, creed, sex,
color, national origin or disability as defined in
Title I of ADA. SMG will take affirmative steps to
utilize minorities and females in the work force and in
correlative business enterprises.
XII . MISCELLANEOUS
A. ASsiqnability. This Agreement may not be assigned, in
whole or in part, by SMG.
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B. Relationship. Nothing contained in this Agreement
shall constitute or be construed to be or create a
partnership or joint venture between the CITY and SMG.
C. Modifications. This Agreement cannot be changed or
modified except by agreement in writing executed by all
parties hereto. SMG acknowledges that no modification
to this Agreement may be agreed to by the CITY unless
approved by the City Commission.
D. Complete Aqreement. This Agreement, together with the
Original Agreement, constitutes all of the
understandings and agreements of w~atsoever nature or
kind existing between the parties with respect to SMG'S
management of the FACILITY. This Agreement is
specifically intended to supersede RFP No. 14-90/94,
SMG'S proposal in response thereto and, from and after
October 1, 1995, the Original Agreement, which shall be
deemed terminated as of such date (except for the
payment of any management fees due SMG thereunder).
SMG makes no guarantee, warranty or representations
concerning the financial performance or results of the
FACILITY.
E. Headinqs. The section and paragraph "HEADINGS"
contained herein are for convenience of reference only
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and are not intended to define, limit or describe the
scope or intent of any provision of this Agreement.
F. Bindinq Effect. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
G. Desiqnations. Whenever the context of this Agreement
requires, the masculine gender includes the feminine or
neuter and the singular number includes the plural.
H. Clauses. The illegality or invalidity of any term or
clause of this Agre~ent shall not effect the validity
of the remainder of the Agreement, and the Agreement
shall remain in full force and effect as if such
illegal or invalid term or clause were not contained
herein unless the elimination of such provision
detrimentally reduces the consideration that either
party is to receive under this Agreement or materially
affects the continuing operation of this Agreement.
I. Severability. If any provision of this Agreement or
any portion of such provision or the application
thereof to any person or circumstance shall be held to
be invalid or unenforceable or shall become a violation
of any local, state or Federal laws, then the same as
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so applied shall no longer be a part of this Agreement
but the remainder of the Agreement, such provisions and
the application thereof to other persons or
circumstances shall not be affected thereby and this
Agreement as so modified shall.
J. Use of CITY Name and Loqo. SMG shall have the right to
use, for the term of this Agreement, the CITY'S name
and logo on stationery, in advertising and whenever
conducting business for the FACILITY with the form of
such logo subject to the prior approval of the CITY.
K. Citv Code Provision Authorizi~q Waiver of Competitive
Bidding. The City Commission has the right, but not
the obligation, pursuant to CITY of Miami Beach Code
Section 31A-10(e), upon the written recommendation of
the City Manager, upon a determination that it is in
the best interest of the CITY and upon a 5/7 vote of
the City Commission, to waive competitive bidding and
enter into a negotiated contract.
L. Riqht of Entrv. The CITY through the CITY'S Contract
Administrator or at the direction of the City Manager,
shall at all reasonable times, have the right to enter
into and upon any and all parts of the FACILITY for the
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purpose of examining the same for any reason relating
to the obligations of the parties to this Agreement.
M. Arbitration. Any controversy or claim for money
damages arising out of or relating to this Agreement,
or the breach thereof, shall be settled by binding
arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having
jurisdiction thereof. Any controversy or claim other
than a controversy or claim for money damages arising
out of or rela~ing to this Agreement, or the breach
thereof, including any controversy or claim relating to
the right to possession of the FACILITY (including but
not limited to any action for ejectment or eviction)
shall be subject to court proceedings and not
arbitration. Any litigation or arbitration under this
Agreement shall be commenced within two (2) years of
the accrual of the claim or cause of action, and shall
be filed and prosecuted in Dade County, Florida.
N. Limitation of CITY's Liability for Breach of Contract.
The CITY desires to enter into this Agreement placing
the operation and management of the FACILITY in the
hands of a private management entity, only if in so
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doing the CITY can place a limit on its liability for
any cause of action for breach of this Agreement, so
that its liability for any such breach never exceeds
the sum of $500,000. SMG hereby expresses its
willingness to enter into this Agreement with a
$500,000 limitation on recovery for any action for
breach of contract. Accordingly, and in consideration
of a separate consideration of $1,000, the receipt of
which is hereby acknowledged, the CITY shall not be
liable to SMG for damages to SMG in an amount in excess
of $500,000 for any action for breach of contract
arising out of the performance or nonperformance of any
obligations imposed upon the CITY by this Agreement.
Any base management fee or additional percentage fee
earned by SMG but not paid by the CITY shall not be
included within the $500,000 limitation. Nothing
contained in this paragraph or elsewhere in this
Agreement is in any way intended to be a waiver of the
limitation placed upon the CITY'S liability as set
forth in Florida Statutes, Section 768.28.
O. Minoritv Contracting. SMG shall use its best efforts
to bid and contract with an appropriate number of
qualified minority vendors. Such bidding will be
documented for the CITY's review. Further, SMG shall
work and communicate with the CITY's Purchasing
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Department relative to this issue. Where qualified
vendors are available to bid, SMG will include at least
one quote from minority owned companies when making
purchases in excess of two hundred fifty dollars
($250.00) .
P. Convention Center Teleohone Switch and
Telecommunications Service. The CITY reserves the
right to competitively bid the management and
operations of the Convention Center's Telephone Switch
and Telecommunications Service (the "Switch"). The
CITY shall have the option, upon 30 days prior written
notice to SMG, and provided there is no binding
agreement that entitles a third party to perform such
work then in existence, to cause SMG to assume
management and operation of the Switch at no additional
management fee to the CITY. Upon such written notice,
SMG will prepare a formal operations plan for the
Switch. Within thirty (30) days of such notice from
the CITY, SMG will provide the CITY with such plan,
together with a complete analysis and inventory of the
Switch from SMG personnel familiar therewith at no
charge to the CITY.
Following the assignment of such responsibilities to
SMG, all costs of operating the Switch shall be
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considered operating expenses that are subject to CITY
funding as provided herein. To the extent that the
CITY elects during a fiscal year to assign such
responsibilities to SMG after the budget for such year
has been approved by the CITY, the budget for such year
shall be deemed automatically amended for all purposes
hereunder to reflect all operating expenses.
SMG shall be entitled to delegate any assignment of
duties pursuant to this paragraph to all of its
affiliates, including, without limitation, Facilities
Management, Inc. of California.
Q. Preferred Parkinq Lot. The CITY reserves the right to
competitively bid the management and operations of the
parking lot known as the Preferred Parking Lot (the
"Preferred Parking Lot") bordered by Meridian Avenue,
17th Street and Convention Center Drive. The CITY
shall have the option, upon 30 days prior written
notice to SMG, and provided there is no binding
agreement that entitles a third party to perform such
work then in existence, to cause SMG to assume
management and operation of the Preferred Parking Lot
at no additional management fee to the CITY. Upon such
written notice, SMG will prepare a formal operations
plan for the Preferred Parking Lot. Within thirty (30)
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days of such notice from the CITY, SMG will provide the
CITY with such plan, together with a complete analysis
and operations plan of the Preferred parking Lot from
SMG personnel familiar therewith at no charge to the
CITY.
Following the assignment of such responsibilities to
SMG, all costs of operating the Preferred Parking Lot
shall be considered operating expenses that are subject
to CITY funding as provided herein. To the extent that
the CITY elects during a fiscal year to assign such
responsibilities to SMG after the budget for such year
has been approved by the CITY, the bud~et for such year
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shall be deemed automatically amended for all purposes
hereunder to reflect all operating expenses.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers and representatives as
of the day and year first above written, as a sealed instrument.
SPECTACOR MANAGEMENT GROUP
.$J^fMl~ ~
A'l"I'EST:
APPROVED AS
Date
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INSURANCE REQUIREMENTS
SMG, at all times during the term of this Agreement, shall meet the
following insurance requirements:
1. Maintain Workers' Compensation and Employers' Liability Insurance
to meet the statutory requirements of the State of Florida.
2. Maintain commercial general liability in the amount of $5 million
per occurrence. The policy must cover premises/operations, blanket
contractual liability (to cover indemnification agreement contained
in section VII.D. of this Agreement) products/completed operations
and independent contractors. '
3. Maintain automobile liability insurance covering all owned, non-
owned and hired autos and equipment used in connection with this
Agreement.
4. The CITY must be named as an addi tional insured on the above
required liability policies.
5.
Professional liability insurance (errors and
respect to promotion, advertising and booking of
the amount of $1 million per occurrence.
6. crime/Fidelity Bond in the amount of $500,000 for each loss, naming
the CITY as loss payee as its interest may appear.
omissions) with
the FACILITY, in
7. No change or cancellation can be made to these policies with thirty
(30) days written notice to the CITY.
8. All insurance policies shall be issued by companies authorized to
do business in Florida and rated A: X or better per Best's Key
Rating Guide, latest edition.
9. All policies that are provided by SMG are primary to any insurance
or self-insurance the CITY carries for losses resulting from the
use of this FACILITY.
10. All policies are to provide first dollar coverage (no deductibles) .
Any policies containing deductibles or SIR's are subject to
approval by the CITY'S Risk Manager.
11. Prior to the commencement of this Agreement, SMG is to provide the
CITY with original certificates of insurance evidencing the
required coverages. SMG will also provide the CITY with certified
copies of all required policies~ Updated certificates and policy
copies are to be submitted at each renewal date to the CITY'S Risk
Manager.
12. The CITY reserves the right to amend these requirements as needed.
Any change must be approved by the CITY'S Risk Manager.
EXHIBIT B - PART 2
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MINIMUM OPERATING AND MAINTENANCE STANDARDS
PERSONNEL
---------
1.
general
to be
Center
Contractor shall recruit and, at all times, employ a
manager and administrative and accounting personnel
responsible for the overall management and operation of the
and the Theater.
2. contractor shall recruit and, at all times, employ adequate
personnel to maintain the following functions:' general security;
janitorial, housekeeping and cleaning for both event and nonevent
cleanup; landscaping services; electrical systems; plumbing; air
conditioner operation; painting and general overall continuous
maintenance of the Center and Theater to assure that the facilities
are clean and operational at a~l times.
3.
Contractor shall ~ recruit and, at all
stage and coordinate events to assure
minimal delays and interruptions to the
times,' employ personnel to
that all events occur with
users.
4. Contractor shall recruit and, at all times, employ personnel to
develop, place, circulate and implement a sales and marketing
program for the Center not in conflict with the booking policy and
the Theater for a Summer Season.
5.
contractor shall recruit and, at
temporary or permanent basis, all
the US$rs of the Cent$r.
all times, employ, either on a
special staffing as requested by
6.
times, employ necessary
that a high standard of
Contractor shall recruit and, at all
supervisors for all employees to assure
personnel productivity is maintained. .
7. contractor shall recruit and, at all times, employ individuals in
accordance with an affirmative action policy. Such policy is
required to be established in writing and approved by the City of
Miami Beach.
8.
Personnel
courteous
in a lou.d
employed shall reflect personal cleanliness, shall be
at all times and shall not use improper language or act
or boisterous manner.
9. Contractor shall provide for a progressive disciplinary policy for
all employees who do not act in a courtesy manner, are not
productive and who do not habitually practice the highest standards
of ~leanliness and service to the users of the Center and Theater.
EXHIBIT C
PAGE 1 OF 3
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GENERAL SECURITY
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1. contractor shall recruit and, at all times, employ a security
manager to provide for the overall security of the Center and the
Theater.
2.
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Contractor shall recruit and, at all times, employ, or provide
through a contractual service, personnel to ensure the save
guarding of all City assets during non event hours. This function
shall at a minimum include night watchmen for both the Center and
the Theater.
I JANITORIAL, CLEANING AND HOUSEKEEPING
l -------------------------------------
I
Restrooms are to be cleaned continuously during events and on a
periodic basis during nonevent times to assure that they are in a
functional and sanitary condition at all times. Soaps, towel and
toliet paper shall be provided, in adequate quantity at all times.
Garbage and trash shall be removed on a continuous basis during
events and on an as needed basis during nonevent times. Removal of
garbage and trash will be at the operator's expense. Special care
to insure minimal problems from refuse odor shall be taken. Trash
receptacles shall be conveniently stationed throughout the
facilties to insure a clean and sanitary appearance at all times.
4. Carpet shall appear clean at all times. Carpets shall be vacuumed
on an as needed basis, daily during event times. Stains should be
cleaned when reported. Cleaning of the carpets shall occur on a
quarterly basis, more often should the need exist.'
1.
2.
,
3.
The Center and the Theater shall be clean at all times. This
includes general cleaning, during nonevent times as well as during
events.
5. Terrazzo flooring and the exhibition hall flooring shall be clean
and polished at all times. Spills or other conditions which
present a hazard to patrons shall be adequately marked and cleaned
immediately.
6. Windows shall appear clean at all times. windows shall be cleaned
a minimum of once a month, more often should the need exist.
7. Walls shall appear clean at all times. Marks during events shall
be removed after the event either by washing or painting prior to
EXHIBIT C
PAGE 2 OF 3
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the next event.
8.
Extermination for all pests and
occur on a monthly basis, more
discovered.
rodents (except termites) shall
often shall evidence of pest be
9.
Entrance doors and mirrors shall appear clean at all times.
Cleaning of these should be done at a minimum of once a month, more
often should the need exist.
LANDSCAPING .
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1. Indoor landscaping should be watered as the type of plant demands.
Dry plant areas shall be allowed to become completely dry before
watering and then water is to be applied as thorough' drench. Moist
plant areas are to be kept uniformly moist and the shall never
become completely dry except for a short time period. Wet plant
areas are to be kept constantly at field only by drenching.
2. Indoor landscaping shall be fertilized on a monthly basis. Over
one year's time, approximately 3 pounds of pHre nitrogen per 1,000 .
square feet of planted area should be applied. Fertilizer must be
odor free and must not touch plant edges. It should be washed into
the soil immediately.
3. Indoor landscaping should be insect free. Constant examination of
all plant material must be conducted.
4. Indoor landscaping should be dust free at all times.
,5.
The grounds surrounding
maintained in a healthy,
throughout the year.
the Center and the
growing, clean and
Theater shall be
attractive condition
EQUIPMENT MAINTENANCE
1. Equipment shall be maintained in the full force and effect of all
dealer's and manufacturer's warranties adn guarnantees available.
2. Equipment shall be maintained to eliminate all disruptive equipment
failures~nhance operation of day to day business activities.
3.
Each piece of
manufacturers
will be given
equipment shall be maintained in accordance with the
recommended maintenance schedules, copies of which
to the successful proposer.
EXHIBIT -C.
PAGE 3 OF 3
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MIAMI BEACH CONVENTION CENTER
MIAMI BEACH, FLORIDA
BOOKING POLICIES
I. STATEMENT OF PURPOSE:
The Miami Beach Convention Center (the "MBCC" or the "Center") is
a national and international convention, tradeshow, and multi-
purpose facility owned and operated by the City of Miami Beach.
The facility was enlarged and remodelled with Convention
Development Tax proceeds with the primary objective of promoting
and facilitating events and activities which generate substantial
economic benefits to Dade County and the City of Miami Beach.
In addition, the facility was developed with a secondary objective
of providing services and facilities to respond to the needs of
county and local activities which promote business and generally
enhance the quality of life for the community the facility serves.
Reservations more than twenty-four (24) months before the event are
normally handled through the Greater Miami Convention and visitors
Bureau (the "Bureau"), subject to approval of the MBCa, and are
subject to the guidelines of II (a) below.
Reservations less than twenty-four (24) months before the event are
normally handled by the MBCC and are subject to the policies
outlined herein.
When booking the MBCC, consideration shall be given by both the
Bureau and the Convention Center management to the following
f~actors :
(a)
Projected overall economic impact on the City of Miami
Beach and Dade County;
Total number of hotel rooms required;
Projected reVenue to the facility both in terms of direct
space rental revenue, as well as projected revenue from
concessions and other building services;
(b)
(c)
(d)
Time of year;
(e) 'Potential for repeat booking; and
( f)
Previous history and experience of the potential user
with res'pect to use of similar facilities.
1
EXHIBIT D
Page 1 of 5
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II. SCHEDULING PRIORITIES:
A. First Priority Events. Generally speaking, first priority
for scheduling facilities and dates in the MBCC is available to
regional, national and international conventions tradeshows
corporate meetings and similar activities which are'not open only
to the general public, and require in excess of 50,000 net square
feet of exhibit space in the MBCC and the 1500 hotel rooms on the
peak night in Dade. County. Hotel room counts are based on prior
history of the event and subject to verification by an independent
surveyor under the supervision of the Bureau.
Facility and space scheduling commitments, I.e., reservations,
for First Priority Events, may be made as far in advance as 1s
necessary or appropriate and may supercede requests for other
events and activities, unless a lease agreement has been previously
executed by the MBCC and the user for such other event. Lease
agreements for First Priority Events may be entered into as far in
advance as necessary or appropriate at the discretion of the
Director of the MBCC (the "Director").
B. Second priority Events. Second priority for scheduling
facilities and dates in the MBCC is available to consumer or public
exhibitions, tradeshows (open to the trade pnly), local corporate
meetings, special events, entertainment events, business meetings
and other activities which essentially draw from or appeal to the
general public and/or local or regional attendees and
participants.
Tentative facility and date scheduling reservations for Second
priority Events are generally made'not more than three years in
advance and are subject to change to accommodate First Priority
Events unless a lease agreement has been previously executed by the
MBCC and user for such event. However, large consumer and public
exhibitions and trade shows held on an annual basis may at the
discretion of the Director obtain tentative scheduling reservations
for facilities and dates on a long-term basis, subject to
rescheduling or termination to accommodate First Priority Events.
Lease agreements for Second Priority Events shall, upon request of
the party holding the reservation,' be issued twenty-four (24)
months prior to the event, but not more than twenty-four (24)
months prior to the event. The lease agreement shall provide that
if the Bureau has a potential First Priority Event seeking to lease
the facility during Lessee's contracted dates and within the
fifteen to twenty-four month period prfor to the Lessee's event,
the Lessee shall agree to use its best ef'forts to move its event
a few days either way in order to accommodate the Fist Priority
Event.
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EXHIBIT D
Page 2 of 5
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Within the Second Priority category, the MBCC will give
preference to long-standing public shows and tradeshows held on an
annual basis with a proven record of success at the MBCC and which
have produced significant revenue to the MBCC and may offer
alternate dates in a given year which may result in termination of
other second priority scheduling reservations.
Subject to the priorities set forth above,
exercise his discretion as to the issuance,
termination of scheduling reservations.
the Director may
modification, or
III. PROTECTION CLAUSE:
A Protection Clause may, upon the recommendation of the
Convention Center Advisory Board, be granted to long standing
annual local and regional public and trade shows with a proven
record of success and of significant economic impact to Dade County
and the City of Miami Beach. If granted, such Protection Clause
will be included in the lease agrement, which will not be issued
earlier than twenty-four (24) months prior to the event. The
Protection Period shall not exceed a total of sixty (60) days plus
the show days. The number of days prior to and after the event
shall be the subject of agrement between the Lessee and the
Director, but a minimum of fifteen (15) days shall be required on
each side of the event. If a Protection Clause is granted, it will
read as follows:
PROTECTION CLAUSE:
Lessor agrees that it will not lease any
portion of the Convention Center facility to any
competing Event for the period commencing . days
before Lessee's first show ,day and concluding ____
days after Lessee's last show day (the "Protection
Period"). A "Competing Event" is hereby defined as
an event which has thirty percent (30\) or more of
the total number of exhibitors/booths in the event
showing/selling product lines the same as or
substantially similar to the product lines in the
Lessee's event; provided, however, that a show that
is open to the public shall never be deemed a
competing Event with a show open only to the trade,
and vice versa. Nor shall a "First Priority Event"
(as that term is defined in the Convention Center
Booking policies) ever be dee~ed a competing Event.
The determ~nation of whether or not an event is a
"competing Event" shall be solely within the
discretion of the Director and shall be based upon
the product lines in the proposed event's prior
shows. '
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EXHIBIT D
Page 3 of 5
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ZV. DEFZHZTZOH OF TERHZHOLOGYz
In the process of scheduling facilities and dates the foIl i
~erms and defin.itions shall always apply to sCheduling cornmitm~~t ng
1.e., reservat1ons, issued by the MBCC: s,
TEHTATZVE:
Facilitie~ and dates will be temporarily held pending
notificat1on to ,the co~trary by either party. In the event
a tenta~ive comm1~m~nt 1S released by the MBCC, the requesting
party w111 be not1f1ed the facilities and/or dates have been
released.
SECOHD OPTIOHz
Facilities and dates will be reserved tentatively but the
tentative reservation will be contingent upon release of a
prior reservation which is considered first option.
FZRST OPTZOH:
Facilities .and dates reserved on First Option are reserved
tentatively but a conflicting commitment for the facilities
and dates generally will not be made in favor of a second
requesting party within the same scheduling priority without
first offering the party holding a First Option an opportunity
to either execute a lease agreement or release its
reservation. A First option held by a Second Priority Event
can always be superceded by a First priority event, unless a
lease agrement has been previously executed. At the
discretion of the Director, a party with a First priority
event holding A First option may be required, within seven (7)
days of written notice, to execute a lease agreement and post
a deposit at any time that the Director has a good faith
request in writing from another First Priority event for the
same dates.
COHFZRHED:
Facilities and dates are considered as confirmed or under
contractual commitment only upon execution of a MBCC lease
agreement by the event sponsor and the city of Miami Beach
specifying all details of the commitment. However, facilities
and dates may be held as "firm" upon receipt of a' letter of
confirmation signed by both the event sponsor and the Director
pending the preparation of a lease agreement. In the event
such a letter of confirmation is signed by both the sponsor
and the Director, no conflicting scheduli~g will be m~de
during a reasonable period to permit preparat10n and execut10n
of a lease agreement.
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EXHIBIT D
Page 4 of 5
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No variance from the Center's agreement represented in the above
terms may be made in any case except upon the prior, express
written approval of the Director.
V. DEPOSZT SCHEDULES:
Deposits are required for all activities upon execution of a formal
SMCC lease agreement.
FZRST PRZORZTY EVENTS:
A deposit in the amount of one day's minimum guaranteed rental
per hall, or such other deposit as the Director may authorize,
is required upon execution of lease agreement. For events
leased several years or more in advance, special arrangements
may be negotiated, at center's option, for a lesser deposit
upon lease execution with the deposit balance due and payable
sixty (60) days in advance of the event.
SECOND PRZORZTY EVENTS:
A minimum deposit will be required upon execution of lease
agreement as follows: one day's minimum guaranteed rental for
the first hall, and an additional 33 1/3t of one day's minimum
guaranteed rental for each additional hall. However, first-
time events without a past history of success and event
spo,nsors with inadequate references, or prior event
sponsorship, a record of slow payment, etc., may be required,
at the center's option, to remit up to one hundred percent
(lOOt) of anticipated rental and related expenses upon
execution of lease agrement.
Events and circumstances not covered in the above schedulinq
policies may be subject to special conditions as deemed appropriate
by the Director.
PNB: 1m
120789 Rev.
060890 Rev.
Ref: BOOKPOL.CVN
5
EXHIBIT D
Page 5 of 5
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COMHUNXTY BENEFXT COMHXTTEE DOCUMENTATXON
EXHIBIT E
PAGE 1 OF 12
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RESOLUTION NO. 83-17447
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH CREATING THE COMMUNITY
BENEFIT COMMITTEE FOR THE PERFORMING ARTS AS A
CITY ADVISORY BOARD, AND ESTABLISHING ITS
DUTIES, RESPONSIBILITIES, MEMBERSHIP AND
FUNDING.
WHEREAS, the Theatre of the performing Arts (hereinafter
sometimes referred to as "TOPA") is a municipal facility which the
City COllllllission is desirous of making readily available to the
residents of the City of Mlaml Beach to enhance the publlc good
and to enrlch the publlc amusement and general welfare of the
residents of the City of Miami Beach, and
WHEREAS, the City Commladon hereby intends to create
and implement the Communlty Benefit Committee for the Performing
Arts as an advlsory board to the City for the purpose of
recommending the utilization of funds as hereinafter set forth,
which funds shall be used to present and promote performances,
programs, shows and entertainment at reduced admlasion pr ices or
free admlsslonsfor the resldents of Mlaml Beach, and
WHEREAS, the City of Mlami Beach and its residents shall
benefit from thla increased awareness, use and enjoyment of the
Theater of the Performing Arts, which shall be facilitated by the
creation of the Advisory Board to be known as the Community
Benefit Commlttee for the Performing Arts,
NON, THEREFORE, BE,IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA:
1. That an Advisory Board to be called the "Community
Benefit Commlttee for the Performlng Arts" ls hereby created,
whlch shall consist of eleven (II) .embers, which members shall be
appointed at lsrge by the City Comaission.
2. The eleven (11) members of the Community Benefit
Committee for the Performing Arts shall include six (6) members
who are primary users of the Theater of the Performing Arts and
five (5) members who are local communlty and civic leaders.
3. The duties and respondbili ties of this Advlsory
-1-
nlJcft":F OF' TW' CtTV ATTnA"F'V. n,.,,-nNVlJfrllTION C'NT." nAlYfI .MI......IJ..,. IItI n".,.." ....'311
EXHIBIT E
PAGE 2 OF 12
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Board shall includel
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a. Advise and recommend to the City Commlsslon the most
efficient allocation of City of Miami Beach Endowment funds
mentioned below for the purchase of tickets for general
performances and resale to senior citizens r.siding in Miami Beach
at discounts of f 1fty (50') per cent or lIOre and to consider the
pres.ntation and promotion of performances, programs, shows and
entertdnment for the benef it and enjoyment of the residents of
the City of Miami Beach to be held at the Theater of the
performing Arts at reduced admission prices, or for free admission
to senior citizens residing on Miami Beach,
b. Advise and recollllllend to the City Commission and the
City administration the best procedures for publicizing the
existence and availability of the above-mentioned tickets and
performances, programs, shows and entertainment to the residents
of the City of Miami Beach, including the, method of distributing
or selling such tickets to senior citizens residing on Miami
Beach,
c. Advise and recOl1llllllnd to the City Commission and the
City administration suttable and
first-class enteltainers,
artlsts, performances and presentations for the Theater of the
Performing Arts as set forth herein,
d. Such rdated duties and responsibilities as may be
further resolved by the City Commission.
4. There is hereby estabUshed and created a separate
and independent City of Miami Beach interest-bearing bank account,
which municipal bank account shall be adminlstered and managed by
the City of Miami Beach for the funding of the foregoing ticket
purchases and additional performances, programs, shows and
entertainment.
5. The funding for this bank account shall be attdned
by imposing a One Dollar ($1.00) per ticket surcharge on the
tickets sold for each performance, inclusive of taxes, if any, on
the surcharge above and beyond the standard rental fee paid by the
lessees of the Theater of the Performing Arts. . This funding shall
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EXHIBIT E
PAGE 3 OF 12
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commence with the 1984-1985 fiscal yea~ on Octobe~ 1, 1984 and be
applicable to the Theate~ of the Pe~fo~ming A~ts' pe~formances
thereafte~ .
The aforementioned surcharge
shall be contingent
upon a lIajori ty of the votes in the City of Miami Beach Special
Election on November 1, 1983, being in favor of the issuance of
general obligation bonds for structural and acoustical additions,
renovations and improvements to the Theater of the Performing
Arts.
6. Thi. resolution .hall remain in effect, unless
repealed, until the retirement o~ maturity of the aforementioned
Theater of the Performing Arts general obligation bonds, whichever
first occur..
PASSED and ADOPTED this 7th day of September
1983.
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MAYOR
ATTEST I
,i'JJa~"-. o,t.l rl\~,
CITY CLERK
(REQUESTED BY COMMISSIONER. MALCOLM FROMBERGI
RESR/jhd
9638
fORM APPRovE.D
[GAL DEPT.
By ~
Oate---Z6./...t...C-
-3- ~
........... nil TN_"ITY .TTI"tIItIII.'" ,....-....-.:'.NTtQNC...... .......,. ....... ....t"U .., ,....... -...
EXHIBIT E
PAGE 4 OF 12
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RESOLUTION NO. 84-17882
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A RESOLUTION AMENDING RESOLUTION NO. 83-174_7"
CREATING THE COMMUNITY BENEFIT COMMITTEE FOR'
THE PERFORMING ARTS, SO AS TO INCREASE THE
NUMBER OF LOCAL COMMUNITY AND CIVIC LEADERS TO
BE APPOINTED BY THE CITY COMMISSION, FROM FIVE
TO SIX, DECREASING THE NUMBER OF PRIMARY USERS
OF THE THEATER OF PERFORMING ARTS FROM SIX TO
FIVE, AND AUTHORIZING THE CITY TO AUDIT BOX
OFFICE BOOKS AND RECORDS OF PROMOTERS
COLLECTING THE $1. 00 SURCIlARGE, CHANGING
EFFECTIVE DATE OF SURCIlARGE TO NOVEMBER 1.
1984.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH FLORIDA, that:
"
SECTION 1.
That portion of said Resolution No. 83-17447, creating the
Community Benefit Committee for the performing Arts, be amended to
read as follows.
2. The eleven Ill) members of the Community Benefits
COBIIDittee for the Performing Arts shall include sb in
five members who are primary users of the Theater of the
Performing Arts, and fhe is+- six (6) members who are
local community and civic leaders.
SECTION 2.
That the portion of said resolution No. 83-17447, establishing a
special bank account to be funded by imposing a One Dollar 1$1.001
per ticket surcharge on tickets sold by promoters, be amended to
read as follows.
5. The funding for this bank account shall be attained by
imposing a One Dollar 1$1.00) per ticket surcharge on
the tickets sold for each performance, inclusive of
taxes, on' the surcharge above llmd beyond the standard
rental fee paid by the lessees of the Theater of the
Performing Arts. This funding shall cOlMlence with the
1984-1985 fiscal year on ge~e~e. November I, 1984 and be
applicable to the Theater of the performing Arts'
performances thereafter. The aforementioned surcharge
shall be contingent upon a majority of the votes in the
City of Miami Beach Special Election on November I,
1983, being in favor of the issuance of general
obligation bonds for structural and acoustical addi-
tions, renovations and improvements to the Theater of
the Performing Arts. The City Internal Auditor shall
have the authorit to audit bOoks and records of each
romo er w 0 co ects t e . sure ar e sa au t to
onlY pertain to the x off ce statements for each
event.
SECTION 3.
All other sections of said resolution to remain in full force and
effect.
PASSED and ADOPTED this
3rcl
day of October, 1984.
/))'~~I- .
M;yor
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Attest.
FORM A??ROVED
. By ~G~,~~T~
EMB/jhd IO-"~t'l ,
OFFICE 0' THE CITY ATTORNEY. 1700 CONVENTION CENTEA ORIVE. MIAMI'EAC~:~6j::UDA UI3I
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City Clerk
EXHIBIT E
PAGE 5 OF 12
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USOLUTION NO. 86-18392
A RESOLUTION AMENDING USOLUTION . 83-17447,
AS PREVlOOSLY AMENDED BY RESOLUTION NO. 84-
17882. CREATING TBE COMMONITY BENEFIT
COMMITTEE FOR TBE PERFORMING ARTS, TO PROVIDE
THAT THE $1.00 SORCBARGE SHALL NOT BE SUBJECT
TO WAIVER.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF MIAMI BEACH. FLORIDA, that,
SECTION 1.
That por tion of said R..olutloo No. 83-17447. as amended by
Resolution No. 84-17882. establishing a special bank account to be
funded by imposing a One Dollar 1$1.00) per ticket surcharge on
tickets sold by promoters, be amended to read as follows:
5. The funding for this bank account shall be
attained by impoaing a One Dollar 1$1.00) per
ticket surcharge on the tickets sold for each
performance, inclusive of taxes, on the
surcharge above and beyond the standard rental
fee paid by the lessees of the Theater of the
performing Arts. This funding shall commence
with the 1984-1985 fiscal year on November 1,
1984 and be applicable to the Theater of the
Performing Arts' performances thereafter. The
aforementioned surcharge shall be contingent
upon a majority of the votes in the City of
Miami Beach Special Election on November 1.
1983, being in favor of the issuance of
general obligation bonds for structural and
acoustical ,additions, renovations and
improvements to the Theater of the Performing
Arts. The City Internal Auditor shall have
the authority to audit books and records of
each promoter who collects the $1.00
surcharge, said audit to only pertain to the
box office statementa for each event. The
1.00 surchar e set forth herein shall not-oi
su ect to wa ver un er an c rcumstances.
SECTION 2.
All other sections of said resolution to remain in full force and
effect.
PASSED AND ADOPTED this ....h!L- day
of ,".arch, 1986.
d~
Attest:
~.l~ ~~ ~-L'/
City Clerk
Approved as to Form:
'111'~
Lega Depar ment
EXHIBIT E
PAGE 6 OF 12
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RESOLUTION NO.
88-19183
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A RESOLUTION AMENDING RESOLUTION NO. 83-
17447, AS PREVIOUSLY AMENDED BY RESOLUTION
NO. 84-17882 AND RESOLUTION NO. 86-18392,
CREATING THE COMMUNITY BENEFIT COMMITTEE FOR
THE PERFORMING ARTS, TO PROVIDE THAT THE
$1.00 SURCHARGE SHALL NOT BE INCLUDED IN THE
GROSS RECEIPTS RENTAL CHARGE PAID BY LESSEES
OF THE JACKIE GLEASON THEATER OF PERFORMING
ARTS.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, that:
SECTION 1.
That portion of said Resolution No. 83-17447, aa amended by
aesolution No. 84-17882 and Resolution No. 86-18392, eatablishing
a apecial bank account to be funded by illlpoa1ng a One Dollar
1$1.00) per ticket aurcharge on tickets sold by promoters. be
amended to read as follows:
SECTION 2.
5.
All other sections of said resolution to remain in full
effect.
PASSED and ADOPTED this lDi- day of
Attest:
FORM APPROVED
LEGAL DEPT.
By~
DIle .3.;2 . ff'
Ct(~: ~ ~
JLM/rlw
EXHIBIT E
PAGE 7 OF 12
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COMMISSION MEI10IlAIlDUH 110.
I4&rcll 2. nil
Pag. Two of Two
ADMINISTRATION RECOHHENDATION
Appro~ ~. cae'. reco...ndat1ona .. follow..
Clran~ nfund of "35.46 ~ SIlO,
_nd Ilaeoludon 83-17447 ~o .xclud. co_rc1el tllea~.r
1...... froa paying r.n~ on ~1Ia 11.00 .urcllarg. fund.
coll.c~.d.
IlIlP,NL,r'r
A~~acl\llen~
EXHIBIT E
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PAGE 8 OF 12
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OEt 21 1911
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LX\Xl..D..1J 13
MO COIN qi.lpl
By (J'~'
Dece.ber 17. 1987
Ro...n Lit., Di..cto.
Citl of Hi..i I..ch
Conv.ntion C.nt..
1901 Conv.ntion C.nt..
Hi..i ...ch, 'lo.id.
Ddv.
33139
D... Ro...n:
1 bav. ...in ..view.d the .ent.l cont..ct betwen SRO .nd the City of
Hi..i a..ch, .nd it cle..ly .t.t.. th.t we .h.ll p.y 12% ..nt on our
..on ncdpU .nd the on. dollu .u.c"ara. fa .ep..r.te. ^ .urc"Arlle
by d.finition 1a .n .dd on and not p..t of the tlck.t 'prica.
Ou. ticket pdc.., .a you know. wen $22.50. $19.50. .nd $17.5lJ, The
au.chu,. w.. not .n inc..... in the ticket pric.. but an add on t".t
w. collect.d for you. It i. iapo..lbl. to lnterp.et our collection of
. eu.ch.... for you .. b.in, .ubJ.ct to rent. 1 percent.... As you
know. w. p.iel you $1.906 in .u.c....a.. .nd you chu..eI .. $228.72 nnt
.nd $11.44 ..nul t.x on th.t. Tou .110 d.duct.d 5% tax fr.,. thllt Dur-
ch.... ($95.30). 'I'. .u.. you would ...ee th.t einc. w. .re col1.ctln.
the .u.eh.r.. for '0ia. anel it 1a .ubJ.ct to .ny t.... C.O.H.a. e"oulel
pall it - not ua.
After 10U nview our contract. 1'. eun you ..111 .an. that thia ia
clearly corr.ct. .If it .... th. C.O.H.a.'e lnt.nt to collect. .ur-
char.. of $1.17 p.r tick.t ($1.00 p1ue 12% rent p1u. 5% tax) It woulel
cl.ar11 .tat. that ia Our cont..ct.
In li.ht of the above lnfor..tion, ple..e .enel . .efunel check to SRO
Proeluction., Inc. for $335.46.
Sinc.nJ.yr:
>.-;..:; . J./
. / . /,/-";":..-1__
,
Lany aarle .
A
l~: Ii I:~I!;:II
iC\ ,'" .... ':t
t:
rr~Trml~
La/ekj
821 tvk:r"'(~"}^^~. ~Jl^'} ~~tv\pl\.I'v'11 )~Xy\l. y.) i()l)}:v\I,\Ik)
4
EXHIBIT E
PAGE 9 OF 12
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FLORIDA
3 3 I 3 9
....ACATIONUND U. .f, A."
0l"1CI 0' THE CITY _OU
Roe W. 'A"KIHI
elTY __E~
CITY HALL
1700 CONYINTION ClNTI" ORIYI
TeL.PHONII '~1O"
COMMISSION MEMOAANDUMNO. ~
DATI: March 2, 1988
SUBJECT:' ItEQlJEST r_ SIlO PIlODUCTIONS FOR REFtJ1lIl OF $335.46 RENT
AND STATZ TAX PAID FOR USE OF 'l'IIE JACltIE Gt.EASON 'l'HEAfER
or 'nlE PERFOIlIlING AR'rS 011 DECDlIIER 8. 1987
TO:
FROM:
I1S'l'OIlf
Th.r. i. a '1.00 Surcharg. add.d to the fac. value of .ach tick.t ao1d to an
...nt at the Jacki. G1.aaon Theat.r of the P.rfo~ng Art.. Th. Surcharge i.
coll.ct.d by the City and u..d to .Ub.idi.. a prograa of ..11ing r.duc.d
theat.r~tick.ta to Ki.-i leach r..id.nt. 65 year. or older.
Th. 1.....'. gro.. r.ceipt. includ.. the City'. '1.00 Surcharge co11.ct.d.
p1u. 5' tax, when cOlllPuUng the Ant due under the 1987 co_rcial rental
rat. of $1.800 or 12'. per .how. which.v.r i. gr.at.r.
UOtlIWXJND
SIlO Production. lSIlO' pA..nted tIOo ancly .w11li.... Holiday Shove in the theat.r
on Dec"""r 8, 1987 and paid the .tandard co_rcial r.nta1 rat.. Howev.r. SIlO"
contenc!a the $1. 00 Surcharg. .hould not be added into the organization'. gro..
rec.ipta and ha. requa.t.d a r.fund for $335.46. which 18 SIlO'. 12' payment on
the Surcharg. ....1.., p1... 5' tax I." attached 1.tter'.
COHIIIlllI'l'r 8E1lEFIT COHHI'l'rEE FOR TIlE PUFORMIIIG AR'rS - RECOHHENDATIOIl
At the January ...ting of the Co..unity len.fit eo.mitt.. for the Performing
Arta (cael. the ..OIber. d18cu...d SIlO'. requ..t for refund.
Motion va. NCI., .econded and ""t.d unanilllo...1y by the c:o-unity 8.n.fit
collDitt.. for the Perfondng Art. to r.c..-nd to the City COaal..ion thet
reque.t f~ SRO production. for r.fund of '335.46 of the r.nt paid for u.e
of the Jacki. Gl.a.on Theat.r of the Perforalng Art. on Dec.OIber 8, 1987 for
tIOo Andy W11li_ Holiday Shov. be granted.
Additionally, the C8C unani80u.ly r.coaeend. to the City COIlDi..ion thet
lIeaolution 83-17447, CAating the c:oIIDitte. and Surcharg. fun4ing pro.
c.dur... be aaend.d eo thet all coamercial theat.r 1....... paying rent on
a perc.ntage of the gro.. r.c.ipt., be exclud.d f..... paying rent on the $1.00
Surcher,. fund. co11ect.d.
-1
AGENOA
"1M
C -<-A
3-2-'i~
DATI
EXHIBIT E
PAGE 10 OF 12
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..80LU'UO. 110.
89-19781
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A ..80Lll'l'XOJl AKIlHDXIIG ...OLll'l'XOII 110. U-17447,
AS PItB'VXOU.L'r AKIlHD.D ''1 ".OLUTIOII 110. ..-
17.8Z, ..80LUT101I JlO. "-18392 AJlD "80Lll'l'IOH
WO. "-19113, CRBATIIIG TKI COMHUIlIT'r ....FIT
COMHITTI. FOIt TBB nlU'OlUIlJlG UTI, TO PROnDB
'rDT TKI U.OO IU1\C1lAItGB lOLL HOT III 1UI'r D'r
BI COJl8lDlItID A PUT OF TU ItIIlTJlL PAID B'
LIlI.II. OF TU JACItIl GLIWlOH TJlDTI. OF
PllU'OJUUIIG UT..
B' IT 1tB.0LVBD B' TBI CIT'r COMHII.IOH or TKI CIT'r OF KIAMI
BUCS, FLORIDA, that:
.'C'lXOII 1.
That portion of said Resolution 110. 83-17447, as Ulended by
Resolution No. .4-17882, .eso1ution No. 8S-18392, and .eso1ution
No. 88-19183, establishing a special bank account to be funded by
imposing a One Dollar ($1.00) per ticket surcharge on tickets sold
by promoters, be amended to read as follows:
5. The funding for this bank account shall be attained by
iaposing a One Dollar ($1.00) per ticket surcharge on the
tickets sold for each performance, inclusive of taxes on
the surcharge. ahe.. aft. ~a~an4 the .'asiar4 rafttal fee
pal. 1l) 1m. lessees of '-1\e 3eeJtia Slees." Th~a~eE of
Perferwll\' la~s. The One Dollar ($1.00) ticket surcharge
on the tickets sold for each performance shall not be
included in the calculation of "gross receipts" nor
inclu~ed in anr grOss<rftceitts ~enta.l charge, ~m!imif
,!!!!!r!l~~'si~iWfr~!so~f!U~'D"W~f!~i~:{r~~~
This funding shall cOlllllence with the 1984-1985 Uscal
year on Jloveaber 1, 1984 and be applicable to the Jackie
Gleason Theater of the performing Arts' performances
thereafter. The aforUlentioned surcharga shall be
contingent upon a majority of the.votes in the City of
Miami Beach special Election on Jloveaber 1, 1983, being
in favor of the issuance of general obligation bonds for
structural and acoustical additions, renovations and
improvements to the Jackie Gleason Theater of the
Performing Arts. The City Internal Auditor shall have
the authority to audit books and records of each proaoter
who collects the $1.00 surcharge, said audit to only
pertain to the box office statements for each event. The
$1.00 surcharge set forth herein shall not be subject to
waiver under any circumstancas.
.'C'lXOH 2.
All other sections of said resolution to reaain in full force and
effect.
PAll.ID and IUlOPl'BD this 1!!:.. day of October , 1989.
0/ .J.fi-.. .~
"I~ MAYOR, - ~
ATTEST: 0 .
:!IAl~ h. ~
CITY CLERlt
PNB/JIJI
FORM APPROVED
LEGAL DEPT.
By~~~
Oate V~z.j4I
$~~ea words - new language
S~~lek.1\ words - deletions
EXHIBIT E
PAGE 11 OF 12
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FLORIDA 33139
"VACATlONLAND U. of, A."
OP'ICI O' THI CITY MANAGI"
Roe W. 'AA'UNS
CITY ........0."
CITY HALL
,700CONVINTION CINT." DRIVI
T1U_" .".70'0
COMMISSION MEMORANDUM NO. ~~ ~~~
DATI: IIrtnhn 3). 1QAQ
FROM:
DgUBS'f rOR AIlOFl'XOII or " DSOLlI'1'XOIf or UB CX"
COIOUSSXOIf or 'fJDI cu" or 1UM% IDCII, rLORxDA,
All'l'JIOUIXJfG all ~Jf1)JfBft 'fO 'fill USOLlI'1'XOIf CUA'UlfG 'fill
COKKUIIX'fJ' IZJlBrX'f COKKX'f'l'1I1 10R 'fill .IUOllKllfG P'f', 'f0
.ROVlDI 'fD'f 'fJDI on Ifl.00) DOLLaR .1JJlCDRGI .BALL 1I0'f
XII U'f OJ' .. COIISXDSDD A ''''for 'fJDI UJI'l'AL 'AlD I"
LIlSS.BS 0., 'fJDI JACes GLJWIOII 'fB8A'fIR 0., 'fJDI IlUORKllIQ
U'f8
TO:
SUBJECT:
A One ($1.00) Dollar surcharge ls added to the prlce ot each tlcket
sold tor events at the Jackle Gleason Theater ot the Pertoralng
Arts. The proceeds ot thls surcharge are not lnco.e to the
producers ot events, nor are they lncluded ln grose tlcket eale.
to deteraine the rental. rather, they are ueed to eubeldlze the
Senior Citizens' dlscount-tlckets.
This re.olutlon ls reco_ended'to clarlty that the surcharge ls not
part ot rental lnco.e to the Clty.
1D1O:1n:,'f1lA'fIOH UCOIOlll1lDll.'f'lOH'
That the clty co-.1s.10n approve recOlllllendatlon to adopt the
resolutlon to clarity that the One ($1.00) Dollar surcharge
collected by th~ clty shall not ln any way be consldered a part ot
the rental inco.e_
R..,IIL,K
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AG~~~A 0_ - {- ~
DATI --1(1. .3\. <t. q
EXHIBIT E
PAGE 12 OF 12
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EXISTING FACILITY CONTRACTS
1. Service America Corporation Contract dated December 17, 1986 and
Amendments.
2. Miami Communications, Inc., Contract dated December 22, 1986 and
Amendments.
3. Southern Bell Telephone and Telegraph Company Contract dated
October 21, 1988.
4. Goldstar Parking systems, Inc., September 15, 1989 - September 14,
1994.
5. Maintenance Contracts for equipment at the Center and the Theater:
a) Window Cleaning - McCloskey Window Cleaning Service.
b) Elevator and Escalator - Atlantic Elevator Sales and Service,
Inc.
c) Air Conditioning - Johnson Controls, Inc.
d) Building Automation and Environmental Controls - Landis. and
Gyr.
e) Chemical Water Treatment - Grace Dearborn Powers, Inc.
f) Plant Maintenance - TrQpical Plantscape, Inc.
EXHIBIT F
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XNVENTORY LXSTXNG
(UNAVAILABLE - WILL BE ADDED TO THE AGREEMENT
BEFORE OR ON MARCH 1, 1991)
EXHIBIT G
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PACE THEATR:ICAL GROUP
SCHEDULE OF DATES AND RATES
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November 14, 1990
Eleanor Baltuch
City of Miami Beach
1901 convention Center Drive
Miami Beach, FL 33139
Dear Eleanor,
Attached yo.! wiil fird two letters with signed confinnatlon of the rental rata
ani dates held by PI'G-Florida, Inc. I '-'OOld like to make sure that you, the
holder of 1I'lhe Eookll, agree with 1;:hese dates an:l have them written in ink. I
1o'lcM that yro have always taken care of us in the past. My concern is with
the eh.ange of 'IOPA management, that IIrj' dates tor the next'three seasons do not
change fran their current status. I am prCll1pted to sam yoo. this due to a
IIUpoan.1.rg sP~~n" planning' meetin;J I have scheduled for tanorrcM morninq. I
hope to speak to yo.1 before then. I request YOJr signature belCM to be .
returned upon rece~pt. '!hank you very nuch tor all your ~ arrl help.
..
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Director of Operations
~4~~~
r Bal'tuch
Events Coordinator
EXHIBIT H
PYO. FLORIDA, INC.
2980 ,"\c:FARLANE, SUITE 207 . COCONUT QROVE. FLORIDA 33133
if.L: 305.445.0~i5 . FAX: 305.445.0577
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~ :.~:~}~., OCT ~ \990
( ~. ~ COr-N CEN1ER
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hx;Just B, 1990
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Nonnan Litz
Miand Beach Convention Center
1901 Convention Center Driva
Miami Dcach, FL 33139
Dear NQrtna11,
.'~ .,.--'-.--_.'___0- .~_~.~._._.
Wo request that you confirm to us that the "dates II for the 1992/93 season
(soo attached schedu1<!1) shall 00 rented to us at the flat "bc"lSe weekly rootal"
rate doscribGd in paragraph 3 (d) of our lease. '11\0 Il~ woclc.ly rantal" rate
shall also apply to any dates \Yhich we may substitute by reason of "trades"
with other usars approved by you. ~
Please acknowlcrlqe and confinn with City Mana<]er's approval:.
Vert Truly Yours,
P'ro-Florid;l, Inc.
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By
No
Elc dve Director
Miami Beach Convention
EXHIBIT B
PTe. FLORIDA, INC.
2980' McFARLANE, sun E. 207 . COCONUT CROVe:, FLORIDA 33133
TEL: :'()5"'1$>^~52' oV'~: 305.<\45.0571
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August 8, 1990
'IOPA dates held "" Pm-Flor1da, Inc.
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1992..93
Oct 12 .. Oct 18
Oct 19 .. Oct 25
Nov 09 .. Nov 15
Nov 16 .. Nov 22
Dee 21 - ~ 27
Dee 28 - Jan 03
Jan 04 - Jan 10
Jan 11 - Jan 17
Fob 01 - Feb 07
Feb 08 - Feb 14
Mar 01 - Mar 07
; ..,-- . . Mar-()S- .- Mar'-1'C" , . ,
Apr 12 - }.pr 18
IIpr 19 - IIpr 25
May 03 - May 09
May 10 .. May 16
~
--~-_.--- _...-....~....: :--.......- -----.-......'"":' -".
EXHIBIT H
PAGE 3 OF 5
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JUne 19, 1990
Nannan Li tz
Miami Beach Convention center
1901 Convention center Drive
Miami Beach, FL 33139
. " . ._____~_. _;,. ... ....~:.. ,- ~ "e:' .."':.. t.. .
Dear Norman,
In furtherance of oor n-eetings arrl advise of our counsel, we request that you
oontinn to us that the "dates" presently assigned to PIG-Florida, Inc. at'IOPA
for the 90/91 ard 91/92 seasons (see attached schedule), shall be rented to us
at the flat "base weekly rental" rate described in paragraph 3 (d) at: 0U1;'
lease. 'Ihe llbase weekly rental" rate shall also apply to any dates Which We
may substitute by reason of '''trades'' with other users awraved by you.
Please ackncMledge and confirm with City Manager's aR>roval.
Very Truly YaJrS,
B'i att/ .
N Litz,
Executive Oirecto1:'
Miami Beach Convention Center
B'i
~b
city gar
City of Miami Beach
EXHIBIT H
PTa. FLORIDA, INC.
2980 "-'lc:FARLANE. SUITE 207 . COCONUT GROVE. FLORIDA 33133
TEL: 305,445.0575 ., FAX: 305.~~5.0577
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JUne 19, 1990
'l'OPA dates held ~ PIG-Florida, Inc.
}990-91
Dee 24 - Dee 30 - -/-
Dee 31 - Jan'06 - ~
Jan 07 - Jan 13 :;;.
Jan 14 - Jan 20
Pel> 11 - Feb 1"' 1
Feb 18 - Fab 2'\ /,
Mar 11 - Mar 171
Mar 18 - Mar 24 _loA ~ [.."
Apr 15 - Apt' 21 ~- ~"";{ ... 1.
Apr 22 - Apr 28 I.
May 27 - .:run 02 'j I
J\1n 03 - Jun 09 ./
. ~ .........
'1r-::
1991-92
0C;t"14 - Oct 20
Oct' 21 - oct 27
Nov 18 - Nov 24
Nov.25 - Dee 01
Dee 23 - Dee 29
Dee 30 - Jan 05
Jan 06 - Jan 12
Jan 13 - Jan 19
Feb 10 - Fab 16
Feb 17 - Feb 23
V.ar 16 - Mar 22
Mar 23 - Mar 29
1.pr 20 ~ Apr 26
Apt' 27 - May 03
May 18 - l-fay 24
May 25 - May 31
J\ln 01 - Jun 07
Jun 08 - Juh 14
EXHIBIT H
PAGE 5 OF 5
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