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Boucher Brothers Concession Agreement Boucher Brothers Miami Beach LLC Beachfront Concession Agreement INDEX PAGE SECTION TITLE 1 TERM . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . ' 5 2 CONCESSION AREA(S) . . . . . . . . . . . .. ..........,..... 5 2.1 Lummus Park .......,..,..... . , . . . . . . . . . ' . . . . . . . . 6 2.2 Ocean Terrace ........................,..............,...... 7 2.3 North Shore Open Space Park . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 7 3. USE(S) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . 8 3.1 Rental of Beach Equipment. . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . ., 8 3.2 Food and Beverage Service. . . . " ...........' . . . . . , . . , . . . . . . . . . . .. 11 3.3 Sale of Beach Related Sundries .. . .. .. .. .. .. .. . .. .. .. . .. . .. .. 13 3.4 Waters port Equipment Rental. . . . . . . . . . . . . . ,. ............,..,..... 14 3.5 Storage of Concession Facilities/Equipment. . . . . , . . . . . . . . . . . . . . ' 20 3.6 Hurricane Evacuation Plan ..........,....... . . . . . . . . . 21 3.7 Sea Turtles ...........,............. . . . . . . . ' . . . . . . . . .. 21 3.8 City Occupational Licenses. . . . . . . . . . . . , . . . . . . . . . . ., ,. . . . . . . . 22 4. CONCESSION FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. 22 4.1 Concessionaire's Financial Contributions . . . . . . .. . . . . . . . . . ' . , . . . . . .. 22 4.2 Minimum Guarantee ........,............. .. . . . . . . . . ' . . , . . . . . .. 24 4.2.1 Minimum Guarantee on Options (MGO) . . . . . . . . . ' . , . . . . . . . . . . . . 24 4.3 Percentage of Gross (vs.) MG (PG) ............ . . . . . . . . . . . . 25 4,3.1 Percentage of Gross (vs.) MGO (PGO) . . . . . . .. 25 4.4 Interest for Late Payment .................. ' . . . . . . . . . . . . 26 4,5 Sales and Use Tax ,.,..,.......,..,.........,......... 27 5. MAINTENANCE AND EXAMINATION OF RECORDS .. . . , . , . . . . . .. 27 6. INSPECTION AND AUDIT.. ..........,.......... .. . . . . . . . . . . . . . . . 27 7. TAXES, ASSESSMENTS, AND UTILITIES, . . . . . . . , . . . . . . . . .. 28 7.2 Procedure if Ad Valorem Taxes Assessed ...... . . . . . . . . . . . . . . . . .. 29 8. EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . .. . . . . . . . .. . . .. 29 9, HOURS OF OPERATION .......' . . . . . , . . . . . . . . . . ' . . . . . . . . . ' . . . .. 29 10. MAINTENANCE.. .. ' .. .. . .. .. , ,. , .. . .. .. , .. .. ... . ... ........' ....... 30 10.2 Garbage Receptacles . . . . . . . . ' . . . . . . . . . . . . . . . . . . 30 10.3 Facilities/Equipment .,...........................".,.......' 31 1 0.4 Orderly Operation .....,.........................' .......... 31 10.5 No Dangerous Materials. . .' ................,....... ,. . . . . . . . .. 31 10.6 Security . . . . . . . , . . . . . . . . . . , . . . . . . . . . , . . . . . . .' ........,........ 32 10.7 Vehicles on the Beach. . . . . . ' . . . . . . . . . ' . . . . . . . ' . . . . . . . , . ' . . . . . . . .. 32 10.8 Inspection .........,........................... . . . . . . . . . . . .. 33 11. INSURANCE, .. . .. .. .. .. . ... .. ' .. ... .. . .. .. . .. .. ' .. .. ... .. . .. ... ... .. 33 12. INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . .' .....,. . . , .. 34 12.4 Subrogation. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 35 12.5 Force Majeure. . . . .. .......................,.......,....... 35 12.6 Labor Dispute ...............,............... . . . . . . . ' 35 12.7 Waiver ofLoss from Hazards.. .. . .. . .. .. . .. .. .. .. . .. .. .. 36 13 DEFAULT AND TERMINATION.. ... .. ... .. ... .. .. . .. . . ' .. .. ... ... ... .. ' 36 13.1 Bankruptcy .............,.............,....... . . , . . . . . . .. 36 13.2 Default in Payment .........,......,......'....... ' . . . . . . . .. 36 13.3 Non-Monetary Default. . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . .. 37 13.4 City's Remedies for Concessionaire's Default . . . . . . . ' . . . . . . .. 37 2 SECTION TITLE PAGE 13.6 Termination for Convenience/Partial Termination . . . . . . . . . . 38 13.7 Surrender of Concession Areas ...........,.......... 38 14. PERFORMANCE BOND OR ALTERNATE SECURITY ...,. . . . . . . . . . 39 15. ASSIGNMENT ..' ........ . .. . .. . .. . .. . . .. .. ... ........ 39 16. SPECIAL EVENTS. . . . . . . . . . , . . . . . . . . . . ' . . . . . . . . . . . . . ' . , . . . . . . . .. 40 16.2 City Special Events. . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . , . , .. 41 17. NO IMPROPER USE. ' .. . . .. .. ... .. , ,. , ... ... .. . . .. . .. .. . 42 18. PRICE SCHEDULES. . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . ' . . . . . . . . . . . . . .. 42 19. NOTICES. . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . .' .............. ........ 43 20. LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . .. 43 20.1 Compliance . . . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . .. 43 20.2 Governing Law .......,.,.................................. 44 20.3 Equal Employment Opportunity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 20.4 No Discrimination ...., . . . . . . . . . . . . . . . . . . .. 44 21. MISCELLANEOUS. . . . . . . . . . . . ' . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . ' 44 21.1 No Partnership .............. . . . . . . . . 44 21.2 Modifications. . . ' . , . . . . . . . . . ' . . . . . . . . . . .' ................ 44 21.3 Complete Agreement ........ ,...........' ............. 45 21.4 Headings . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .. 45 21.5 Binding Effect ........, . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . .. 45 21.6 Clauses . . . . . . . . . . ' ' . , . . . . . . . . . ' . . . . . . . . . . . . . . 45 21.7 Severability ..........' ...........,...........,.............. 45 21.8 Right of Entry. . . . . . . . . . . . .' .. . . . . . . . . . , . . . . . . . . . . , . . . . . . . . 45 21.9 Not a Lease. . . . . . . . . . . ' . . , . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . 45 21.10 Signage ,. ...........,.............,..........,.......... 46 21.11 Use of Beach. .. .. .. .. . . . . .. .. . . .. .. . . . . .. .. .. . .. 46 21.12 Confiictoflnterest................... .......... 46 21.13 Reasonableness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' 46 21.14 Procedure for Approvals and/or Consents ' . , . . . . . . . . . 46 21.15 No Waiver .. .. .. .. . . . . . .. .. .. .. . .. .. . ... 47 21.16 No Third Party Beneficiary ............... . . . . . . . . . ' . . . . . . . . . .. 47 22. LIMITATION OF LIABILITY ...........,.......,........' .. . . . . . . . . . . . .. 47 23. VENUE. . . . . . . . . . . . . . , . , . . . . . . . . .. .......,......,. .. . . . . . . . . . . . . .. 47 EXHIBITS Exhibit 1.2 .. . . ......... . .. .. .. .. ........................... 49 Exhibit 3.1 ....,....................................'.........' 50 Exhibit 3.1.1 . .. .. .. . . . .. , .. .. . .. . .. . . . .. . . .. . . . .. ' .. .. . .... 56 Exhibit 3.1.2 . .. . . . .. ' . , .. .. . .. . . . . .. .. . . , .. .. . .. . .. .. ... 59 Exhibit 3.1.3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 71 Exhibit 3.1.7 . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 72 Exhibit 3.2.1 . . . . . . . . . . . . . ' . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . ' . . . . . . .. 73 Exhibit 3,3 ......,.........,....... . . . . . . . . . . . . . . . . . . . . . .. 76 Exhibit 3.4.1 . . . . . . . . . . . . . . . ' . . . . . . . . . . . . . . ' . . . . . . , . . . . . . . . . . . . .. 77 Exhibit 3.5.1 . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . .. 78 Exhibit 3.6 . ' . . . . . . . . . . . . . . . . . , . . . . . , ' . . . . . . . . . . . . . . ' . . . .. 80 Exhibit 4.3. . . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . .. 81 3 CONCESSION AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND BOUCHER BROTHERS MIAMI BEACH LLC FOR MANAGEMENT AND OPERATION OF BEACH FRONT CONCESSIONS PURSUANT TO REQUEST FOR PROPOSALS NO. 22-00/01 THIS AGREEMENT made the 17th day of October, 2001, between the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida (hereinafter called "City"), having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and BOUCHER BROTHERS MIAMI BEACH LLC, a limited liability company of the State of Florida, with offices at 20971 NE 30'h Court, Aventura, Florida, 33180 (hereinafter called "Concessionaire"). WITNESSETH WHEREAS, in accordance with Management Agreement No. 750-0006 by and between the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida and the City, the City is vested with management of, jurisdiction over, and control of, all beaches in the City of Miami Beach; and WHEREAS, on October 2, 1985, the Mayor and City Commission adopted Resolution No. 85-18222, approving a Concession Agreement, dated November 7, 1985, between the City and Penrod Brothers for the rental of beach equipment, water recreation equipment and food and beverage service at Pier Park, Oceanfront Park, and Lummus Park; and WHEREAS, said Concession Agreement, as amended, was scheduled to expire on November 4,2000 and, as such, on October 18, 2000, the Mayor and City Commission approved an amendment to the Concession Agreement, providing, in part, for a one year extension, to expire on November 4, 2001, to allow for the issuance of a Request for Proposals (RFP) for the future operation of beachfront concessions on the beaches seaward of Lummus Park, Ocean Terrace and North Shore Open Space Park; and WHEREAS, on February 21, 2001, the Mayor and City Commission authorized the issuance of said RFP and same was subsequently issued; and WHEREAS, on July 18, 2001, the Mayor and City Commission authorized the Administration to negotiate with Boucher Brothers Miami Beach, LLC, as the successful proposer; and WHEREAS, the Administration has successfully negotiated said Concession Agreement with Boucher Brothers Miami Beach, LLC, for the operation and management of beachfront concessions including beach equipment rentals, food and beverage sales, and watersport rentals on the beaches seaward of Lummus Park, Ocean Terrace and North Shore Open Space Park; said Agreement commencing on November 5, 2001, and expiring 4 November 4, 2006, with an option to renew for an additional five (5) year term as provided herein. NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, it is agreed by the parties hereto as follows: The City hereby grants to the Concessionaire, and the Concessionaire hereby accepts from the City, the exclusive right to operate the following described concession within the Concession Areas in conformance with the purposes and for the period stated herein and subject to all the terms and conditions herein contained and fairly implied by the terms hereinafter set forth. SECTION 1. TERM. 1.1 This Agreement shall be for an initial term of five (5) years, commencing on the fifth day of November, 2001 (the "Commencement Date"), and ending on the fourth day of November, 2006. 1.2 Provided that the Concessionaire is not in default under Section 13 hereof, commencing upon written notice from Concessionaire to the City, which notice shall be given in the fifth contract year of the initial term (November 5, 2005 - November 4, 2006) and then no later than 180 days prior to expiration of said term, Concessionaire and the City shall negotiate exclusively with each other in good faith for a period of sixty (60) days to extend the term of this Agreement for an additional five (5) year period. Each of the parties agrees to use its respective best efforts to negotiate such an extension on such reasonable terms and conditions that are mutually agreed upon, excepting the financial terms set forth in Exhibit 1.2 hereto. The parties acknowledge and agree that the financial terms set forth in Exhibit 1.2 for such renewal term are fair and reasonable. In the event of such renewal, the financial terms contained in Exhibit 1.2 shall be the financial terms of the agreement pertaining to the renewal term of the Agreement. Any such renewal shall require Concessionaire to purchase new equipment for the renewal term. SECTION 2. CONCESSION AREA(S). The City hereby grants to the Concessionaire the exclusive right, during the term of this Agreement, to operate a concession as described herein in the following Concession Area(s) (hereinafter referred to individually as a "Concession Area" or collectively as the "Concession Areas"): 5 2.1 Lummus Park. This Concession Area is limited to the beach area bounded on the south by the northernmost line of the 5th Street right-of-way; bounded on the north by the southernmost line of the 14th Lane right-of-way; bounded on the west by a line 50 feet east from the easternmost edge of the Dune; and bounded on the east either by a line 60 feet west of the Mean High Water Line (MHWL) or by a line 5 feet west of the westernmost lifeguard stand in this Concession Area, whichever is further east. The Concession Area does not include those portions of the beach where lifeguard facilities/stands are currently located (e.g. 6th Street, 8th Street, 10th Street, 12th Street, 13th Street, and 14th Street, etc.), or may be located in the future, including the area extending from the easternmost foot of the Dune to the shoreline and bounded by a line one hundred (100) feet north of the lifeguard stand and bounded by a line one hundred (100) feet to the south of such stand. With regard to the area bounded to the north by a line 50 feet to the north of the midpoint between 13th and 14th Streets, bounded to the south by a line 50 feet to the south of the midpoint between 13th and 14th Streets, and bounded to the east and west by the easternmost and westernmost boundaries of this Concession Area, respectively, Concessionaire shall not initially deploy any equipment, except in the event of demand. With regard to the area bounded to the north by a line 50 feet to the north of the midpoint between 9th and 10th Streets, bounded to the south by a line 50 feet to the south of the midpoint between 9th and 10th Streets, and bounded to the east and west by the easternmost and westernmost boundaries of this Concession Area, respectively, Concessionaire shall not initially deploy any equipment, except in the event of demand. With regard to the area bounded to the north by a line 50 feet north of the southern boundary of this Concession Area, to the south by the southern boundary of this Concession Area, and bounded to the east and west by the easternmost and westernmost boundaries of this Concession Area, respectively, Concessionaire shall not deploy any equipment, unless specifically requested by a handicapped patron. With regard to the area bounded to the south by a line 50 feet south of the northern boundary of this Concession Area, to the north by the northern boundary of this Concession Area, and bounded to the east and west by the easternmost and westernmost boundaries of this Concession Area, respectively, Concessionaire shall not deploy any equipment, unless specifically requested by a handicapped patron. City and Concessionaire acknowledge that as of the Commencement Date of this Agreement, there are a total of six (6) lifeguard stands/facilities existing within the Lummus Park Concession Area and two (2) additionally proposed lifeguard stand/facility locations (location of which shall be 6 determined by the City Manager or his designee) which for purposes of this Subsection 2.1 shall be considered as if they were also existing, bringing the total number of lifeguard stands/facilities to eight (8). As such, City and Concessionaire agree that if and when the total number of lifeguard stands/facilities in the Area is ten (10), then, in the event more lifeguard stands/facilities are added, the size of the buffer area around the lifeguard stands/facilities shall be reduced so as not to further reduce the size of the Concession Area. The City and Concessionaire agree and acknowledge that the public's use of the beach is of prime consideration; accordingly, with regard to this Concession Area, the Concessionaire shall at all times use reasonable efforts to strive to maintain approximately forty nine (49%) percent of the beach frontage within the Lummus Park beach free and clear of Concessionaire facilities, beach equipment, and watersport equipment, so that such portion of the beach can remain free and clear for the public's use and enjoyment. 2.2 Ocean Terrace. This Concession Area is limited to the beach area bounded on the south by the northernmost line of the 73rd Street right-of-way; bounded on the north by the southernmost line of the 75th Street right-of-way; bounded on the west by a line 50 feet east from the easternmost edge of the Dune; and bounded on the east either by a line 60 feet west of the Mean High Water Line (MHWL) or by a line 5 feet west of the westernmost lifeguard stand in this Concession Area, whichever is further east. The Concession Area does not include those portions of the beach where lifeguard facilities/stands are currently located (e.g. 74th Street), or may be located in the future, including the area extending from the easternmost foot of the dune to the shoreline and bounded by a line one hundred (100) feet north of the lifeguard stand and bounded by a line one hundred (100) feet to the south of such stand. 2.3 North Shore Open Space Park. This Concession Area is limited to the beach area bounded on the south by the northernmost line of the 79th Street right-of-way; bounded on the north by the southernmost line of the 87th Street right-of-way; bounded on the west by a line 50 feet east from the easternmost edge of the Dune; and bounded on the east either by a line 60 feet west of the Mean High Water Line (MHWL) or by a line 5 feet west of the westernmost lifeguard stand in this Concession Area, whichever is further east. The Concession Area does not include those portions of the beach where lifeguard facilities/stands are currently located (e.g. 79th Street, 81st Street, 83rd Street, and 85th Street), or may be located in the future, including the area extending from the easternmost foot of the dune to the shoreline and bounded by a line one 7 hundred (100) feet north of the lifeguard stand and bounded by a line one hundred (100) feet to the south of such stand. 2.4 Notwithstanding the Concession Area(s) granted to Concessionaire above, Concessionaire herein understands, agrees, and acknowledges that the aforestated Concession Area(s), along with any and all other public beachfront area(s) not specifically identified herein, are public and, as such, must remain available for the use and enjoyment of the general public whether or not the public chooses to use any of Concessionaire's equipment, purchase its products, or engage in any of the services it provides. In the event that a member of the public is within a particular Concession Area, as set forth herein, Concessionaire agrees to allow for his/her continued peaceful enjoyment of said Area. 2.5 City and Concessionaire acknowledge that the buffer areas around the lifeguard stands/facilities referenced above shall not apply to other areas of the beach (i.e. non-Concession Areas) in which the upland owner is a private entity, unless the City's Rules and Regulations for Beachfront Concessions, as same may be amended from time to time, explicitly so provide. Notwithstanding the preceding sentence, the provisions of this Subsection shall in no way be deemed or contrived as a waiver on the part of the City to at anytime waive its Rules and Regulations for Beachfront Concessions as it deems necessary. SECTION 3. USE(S\. The Concessionaire is hereby authorized to conduct the following kind(s) of businesses and provide the following kind(s) of services within the Concession Area(s), as provided below; all at its sole cost and expense: 3.1 Rental of Beach Equipment. This shall generally include the rental of chairs, pads, umbrellas and sun canopies. The City herein approves the rental of beach equipment, as defined in the preceding sentence, and the prices for same; all as set forth in Exhibit 3.1. Any amendments to Exhibit 3.1, whether as to type(s) of beach equipment to be rented, or as to changes in prices for same, must be approved in writing by the City Manager or his designee prior to such changes being implemented within the Concession Area(s), and a new updated Exhibit 3.1 will be incorporated into this Agreement. 3.1.1 The design, type, material, and color of any and all beach equipment, as defined above, shall be approved in writing by the City's Planning Department prior to the Commencement Date of this Agreement. A photo or photoes) of such City approved beach equipment is incorporated herein as Exhibit 3.1.1. Thereafter, Concessionaire shall 8 not change, alter, or modify said City approved design, type, material and color of any beach equipment without the prior written consent of the City Manager or his designee, and, if so approved, an updated Exhibit 3.1.1 will be made a part of and incorporated into this Agreement. 3.1.2 With regard to an individual Concession Area, all respective beach equipment within that Area shall be placed substantially in accordance with the attached site plan(s), herein approved by the City and as set forth, by designated Area, in Exhibit(s) 3.1.2, attached hereto and incorporated herein. Concessionaire shall not deviate from or alter the approved site plan(s) without the prior written consent of the City Manager or his designee. 3.1.3 The set up of beach equipment to be placed within a Concession Area, substantially in accordance with the site plan(s) approved pursuant to Exhibit(s) 3.1.2, shall be permitted daily before 10:00AM or as soon thereafter in the event of inclement weather (as soon as weather permits) (the "Set Up Period") during which time Concessionaire shall be permitted to set up to the maximum number (as defined in Exhibit(s) 3.1.3) of beach equipment allowable for that particular area. In addition to conformance with the approved site plan(s), daily placement of beach equipment for the Set Up Period shall be in accordance with and shall not exceed the maximum numbers, per Area, set forth in Exhibit(s) 3.1.3, attached hereto and incorporated herein. 3.1.4 The City and Concessionaire agree and acknowledge that the public's use of the beach is a prime consideration and must be balanced accordingly with the services to be provided to the public and the respective financial remunerations to City and Concessionaire, respectively, pursuant to this Agreement. Accordingly, notwithstanding the site plan(s) and maximum numbers (as provided for in the Set Up Period) set forth in Subsection 3.1.3 above, Concessionaire further agrees that, notwithstanding its right to set up its maximum numbers during the Set Up Period, if during the entire period of time between said Set Up Period and 1 :OOPM Standard Time or 2:00PM daylight savings time, as applicable, of any day during the hours of operation herein, more than twenty-five percent (25%) of Concessionaire's maximum number of each type of beach equipment for a particular area was vacant ("vacant" being defined as the beach equipment not being rented), then Concessionaire shall remove at 1 :OOPM Standard Time, or 2:00PM daylight savings time, as applicable, that day from the particular area that number of items of each type of beach equipment that equates to the difference 9 between such percentage of vacant equipment and twenty-five percent (25%) of such equipment as described above (For example, assuming that 100 chairs are the maximum, if 100 chairs are set up in an area during the Set Up Period, and 60 are rented and 40 are vacant, then at 1 :OOPM or 2:00PM, as applicable, Concessionaire must remove 15 chairs, which equals the difference between the actual number of vacant (non-rented) chairs minus 25% of the maximum number of chairs allowable during the Set Up Period). If items of equipment are removed as provided in the preceding sentence, Concessionaire may later that day increase the number of items of beach equipment based upon demonstrated increased demand; provided, however, in no event shall the increased number of chairs in any particular area exceed the maximum number for that area by twenty percent (20%), without the prior written consent of the City Manager or his designee. Notwithstanding the preceding paragraph, within thirty (30) days after the end of the first contract year, City and Concessionaire shall meet to review, and subject to mutual agreement of City and Concessionaire, revise, the maximum numbers (as provided for in the Set Up Period) set forth in Subsection 3.1.3 and the formula for removal of vacant beach equipment set forth in this Subsection 3.1.4. 3.1.5 The condition and quality of Concessionaire's beach equipment shall at all times be maintained in a manner that is consistent with the condition and quality of first class concession beach equipment located at public beaches adjacent to world class beach resorts. It is the City's intent, and Concessionaire hereby agrees and acknowledges same, to develop and promote world class public beach concession facilities and operations that would be comparable to those found at other world class public beach concession facilities. Accordingly, Concessionaire shall not only, at a minimum, maintain all beach equipment placed within the Concession Areas in usable condition, but shall adhere, as indicated in this Subsection, to high ongoing maintenance standards for same. Following the Commencement Date of this Agreement, the City may, at its option, request that Concessionaire provide it with a full inventory of all beach equipment contemplated for use herein, including types and numbers (per item); dates of lease and/or purchase; and initial condition, established as of the date of inventory. Thereafter, City and Concessionaire shall jointly prepare a plan and schedule for the ongoing replacement and/or updating of beach equipment throughout the term of this Agreement. 10 3.1.6 City and Concessionaire acknowledge that the buffer areas around the lifeguard stands/facilities referenced above shall not apply to other areas of the beach (i.e. non-Concession Areas) in which the upland owner is a private entity, unless the City's Rules and Regulations for Beachfront Concessions, as same may be amended from time to time, explicitly so provide. Notwithstanding the preceding sentence, the provisions of this Subsection shall in no way be deemed or contrived as a waiver on the part of the City to at anytime waive its Rules and Regulations for Beachfront Concessions as it deems necessary. 3.1.7 City acknowledges that Concessionaire will not have available its full amount of equipment (with the exception of watersports equipment), as described in this Agreement and in Exhibit 3.1.3, until March 5, 2002. Accordingly, notwithstanding anything to the contrary, from the Commencement Date until March 5, 2002, (a) Concessionaire shall not be required to use or have in its possession its full amount of equipment as referred to in this Agreement, (b) Concessionaire shall use good faith efforts to effectively use the equipment it does possess in connection with its concession hereunder, and (c) in the event of any conflict between the provisions of this Subsection 3.1.7 and other provisions of this Agreement, the provisions of this Subsection 3.1.7 govern. Attached hereto and incorporated herein as Exhibit 3.1.7 is a list of the quantity of all equipment to be set up at the Concession Areas starting on the Commencement Date. 3.2 Food and Beverage Service. 3.2.1 Concessionaire shall prepare, or cause to be prepared, for sale within each respective Concession Area herein, such cooked, prepared, and/or prepackaged foods and such non-alcoholic beverages, as those set forth in Exhibit 3.2.1, attached hereto and incorporated herein. However, actual cooking and heating from Concessionaire's on-site facilities shall not be allowed, except if allowed pursuant to Subsection 3.2.7. The City herein approves the types of food and beverages, and prices for same, as those set forth in Exhibit 3.2.1. Any amendments to Exhibit 3.2.1, whether as to type of food and beverages to be sold, or as to changes in prices for same, must be approved in writing by the City Manager or his designee prior to such changes being implemented within the Concession Area(s), and a new updated Exhibit 3.2.1 will be incorporated into this Agreement. 3.2.2 The City herein approves and acknowledges Concessionaire's use of Monty's Miami Beach LLC to provide the food and beverage services 11 contemplated within this Subsection 3.2 and this Agreement (the "Subconcessionaire"). In the event that Subconcessionaire is or will no longer be associated with Concessionaire, or otherwise ceases or will cease to participate in the Agreement, then any replacement subconcessionaire selected by Concessionaire shall be subject to the prior written approval of the City Manager or his designee. Concessionaire shall submit a minimum of three (3) replacement subconcessionaires; said replacements to be submitted no later than sixty (60) days prior to Subconcessionaire's last day of participation in this Agreement, or if Concessionaire receives less than sixty (60) days advance notice of Subconcessionaire's cessation of services, then said replacements shall be submitted to the City Manager or his designee no later than sixty (60) days after Concessionaire becomes aware the Subconcessionaire has ceased operations or will cease operations. In the event that the City Manager or his designee declines in writing to approve all such proposed replacement subconcessionaires, following submittal of the same by Concessionaire, then the City Manager or his designee, at his sole option, may terminate this Agreement for cause without further demand or notice. 3.2.3 All food and beverages sold within the Concession Areas will be properly prepared and served in compliance with all applicable health and sanitary standards, laws and regulations. 3.2.4 The quality of food, beverages, and service offered will be first-rate and comparable to that available on public beaches adjacent to world class beach resorts on par with the City of Miami Beach or, at a minimum, to the quality of food, beverages, and service provided by concessionaires behind privately owned hotels within the City of Miami Beach. 3.2.5 In addition to Concessionaire's maintenance obligations for the Concession Areas in general, as set forth in Section 10 hereof, all food and beverage dispensing facilities, and the immediately surrounding 25-foot adjacent areas, shall at all times be maintained in a clean and sanitary manner. At least one supervisory employee must possess a Food Service Management Certification issued by a County Public Health Department in Florida, as required by law. In addition, each food service facility must be licensed by the Florida Department of Business Regulation, Division of Hotels and Restaurants, and/or the Department of Agriculture, and/or as may further be required by State law and as required by corresponding agencies. 12 3.2.6 Food and beverage services shall be offered daily to patrons at all times during the Concession Area(s) hours of operation, as set forth in Section 9 herein; provided that if Concessionaire can show, to City's reasonable satisfaction, that if either an increase or decrease in demand for such service exists in one or all of the Concession Areas then, in that event, Concessionaire shall obtain the City's prior consent in writing, before extending or decreasing service beyond the hours of operation. 3.2.7 Notwithstanding the prohibition on cooking and heating, as set forth in Subsection 3.2.1, the City Manager or his designee may allow cooking and heating in the Ocean Terrace and North Shore Open Space Park Concession Areas, if recommended by the North Beach community, which shall include, but not be limited to, the advisory recommendations of the North Beach Development Corporation, and North Beach area hotels and restaurants. Notwithstanding a recommendation from the North Beach community to allow cooking and heating in the Ocean Terrace and North Shore Open Space Park Concession Areas, the final recommendation shall rest in the City Manager or his designee. 3.3 Sale of Beach Related Sundries. This shall generally include the sale of those sundries items identified in Exhibit 3.3, substantially in accordance with the price ranges set forth therein. Any amendments to Exhibit 3.3, whether as to changes and/or additions of items to be offered for sale, or in the respective price ranges for same, must be approved in writing by the City Manager or his designee, prior to such changes and/or additions being implemented within the Concession Area(s), and a new updated Exhibit 3.3 will be incorporated into this Agreement. 3.3.1 City and Concessionaire herein acknowledge and agree that the sale of beach sundries pursuant to this Subsection is contemplated and therefore approved as an optional service. Accordingly, in the event the City Manager or his designee determines, at his sole option and discretion, that the provision of this optional service is no longer desired, then the City may revoke Concessionaire's right to provide said optional service, without cause, upon thirty (30) days written notice to Concessionaire. Any percentage of gross paid by Concessionaire to City for this optional service, pursuant to Subsection 4.3.1 of the Agreement, shall be prorated and/or adjusted accordingly as of the date of termination for said optional service, and no further payment shall be required for same during the term of this Agreement, unless the City reinstates the optional service, at which 13 time the payment provisions of Subsection 4.3.1 shall once again apply. Notwithstanding anything herein to the contrary, the sale of lotions, oils and skin care products (collectively, "Skin Care Products") are approved hereby and are not considered an optional service. The City herein approves the sale of Skin Care Products and the prices for same, all as set forth in Exhibit 3.1. Any amendments to Exhibit 3.1, whether as to type(s) of Skin Care Products to be sold, or as to changes in prices for same, must be approved in writing by the City Manager or his designee prior to such changes being implemented within the Concession Area(s), and a new updated Exhibit 3.1 will be incorporated into this Agreement. 3.4 Watersport Equipment Rental. 3.4.1 At this time, City and Concessionaire agree and acknowledge that watersport equipment rentals shall include only the rental of eight (8) waverunners, one (1) parasail boat, one (1) banana boat and six (6) kayaks. Any future requests for other watersport equipment activities or additional items of the watersport equipment referenced above must be approved in writing by the City Manager or his designee, who shall first obtain a non-binding recommendation from the City's Marine Authority Board. The City herein approves the rental of that watersport equipment, as defined in this Subsection and the prices for same; all as set forth in Exhibit 3.4.1. Any amendments to Exhibit 3.4.1, whether as to type(s) or number of watersport equipment to be rented, or as to changes in prices for same, must be approved in writing by the City Manager or his designee prior to such changes being implemented within the Concession Area(s), and a new updated Exhibit 3.4.1 will be incorporated into this Agreement. 3.4.2 City and Concessionaire herein acknowledge and agree that the rental of watersport equipment pursuant to this Subsection is contemplated and therefore approved as an optional service. Accordingly, in the event the City Manager or his designee determines, at his sole option and discretion, that the provision of this optional service is no longer desired, then the City may revoke Concessionaire's right to provide said service, without cause, upon thirty (30) days written notice to Concessionaire. Any minimum guarantee on options or percentage of gross paid by Concessionaire to City for this optional service, pursuant to Subsections 4.2.1 and 4.3.1 of the Agreement, respectively, shall be prorated and/or adjusted accordingly as of the date of termination for said optional service, and no further payment shall be required for same during the 14 term of this Agreement, unless the City reinstates the optional service, at which time the payment provisions of Section 4 shall once again apply. Because a minimum guarantee on this optional services, is paid in advance, City agrees to refund such prorata minimum guarantee to Concessionaire upon sixty (60) days written demand from Concessionaire. 3.4.3 At this time, City and Concessionaire agree and acknowledge that watersport equipment rentals, as contemplated in Subsection 3.4.1 above, shall be permitted only from a designated channel, to be located on the beachfront at Ninth (9th) Street. Concessionaire's future use of any alternate or additional channel(s) is subject to the prior written approval of the City Manager or his designee, who shall first obtain a non-binding recommendation from the City's Marine Authority Board. Notwithstanding the preceding sentences of this Subsection, the City Manager or his designee may consider the establishment of watersport channel(s) in the Ocean Terrace and/or North Shore Open Space Park Concession Areas. In addition to consideration of these channel(s) by the Marine Authority, the City shall also consider the non-binding and advisory recommendations of including, but not limited to, the following: North Beach Development Corporation, North Beach area hotels and restaurants and the City's Beach Patrol. Results of this process will be provided first to the Marine Authority and, having obtained their recommendation, to the City Manager or his designee for his final consideration. This process, exclusive of the City Manager's final recommendation shall be completed no later than six (6) months following the Commencement Date of this Agreement. All channels shall be used as an access route through which users of watersport equipment may leave the beachfront and enter open water. Said channel(s) shall be a minimum of fifty (50) feet in width and shall extend 300 feet east, and perpendicular to the shore line and be marked by removable high visibility orange colored buoys which shall be a minimum of eighteen (18) inches in diameter. There shall be a minimum of eight (8) buoys on each side of the channel, equally spaced. All buoys shall be clearly marked "IDLE SPEED" in six (6") inch high letters. One (1) orange colored triangular shaped buoy, at least five and one-half (5'6") feet high shall be located in the center of each channel and clearly marked on each side, "IDLE SPEED" in six (6") inch high letters. Specifications or a sample of the line to be used for the channel buoys must be sent to the Bureau of Protected Species for approval prior to use. Watercraft shall not exceed "idle speed" within the channel. 15 3.4.4 All watersport concession operations must have a "chase boat" and properly certified concession staff, readily available to operate same. The chase boat must be positioned at the eastern end of the watersport channel, if any rented watercraft are in the water, unless the chase boat is being used for other customary life safety related functions related to the approved watersport operation(s). The chase boat must be capable of catching, and performing a proper rescue of, all watercraft which are available for rent. The chase boat must be readily available for use and be safely located on shore, or within the channel, unless monitoring or recalling a patron. In addition to these requirements, all chase boat operators shall wear high visibility yellow colored personal floatation devices when operating the chase boat. When the chase boat is on shore, said high visibility yellow colored personal floatation device shall be placed on top of the chase boat, in order to identify same. All concession staff must be properly certified (complete boater's education course approved by the NASBLA or pass the State of Florida "How to Boat Smart" course), and wear the required identification badge to reflect same, and staff must be readily available at all times that concession is operating. 3.4.5 The operation of all watersport equipment shall be conducted east of the 300-foot swimming area ("guarded area") and no closer than 400 feet of any lifeguard stand. Concessionaire is responsible for instructing clients on the safe operation of watersport equipment, including advising them to stay away from all "guarded areas." The "guarded area" extends 300 feet east of the shoreline and 100 feet from the nearest bather or swimmer. 3.4.6 The Concessionaire must instruct all users as to all safety precautions, including avoidance of swimmers and bathers, and inform said users of any and all Municipal, County, State and Federal requirements associated with the use of the respective watersport equipment. 3.4.7 All concession activities, including the placement and/or use of umbrellas, sun canopies, watersport equipment, and any and all other concession-related equipment, shall not obstruct the view of a lifeguard. Any request from a lifeguard to relocate any item that obstructs his/her view shall be complied with immediately by the Concessionaire. 3.4.8 Concessionaire shall not knowingly permit anyone under the minimum age, as required by Federal, State, County or Municipal law (unless appropriate written consent of the parent or guardian is provided, pursuant to applicable law), nor anyone under the influence of alcohol 16 3.4.9 3.4.10 3.4.11 3.4.12 or other mood altering drug, to rent, or use any watersport equipment. Concessionaire shall not knowingly permit anyone under the age of 18 to rent watersport equipment. Concessionaire shall not knowingly permit anyone under the age of 16 to operate motorized watercraft equipment. Concessionaire shall not knowingly permit, until October 1, 2001, a person born after September 30, 1980, and on or after October 1, 2001, a person 21 years of age or younger, to operate a marine vessel of 10 horse power or more, unless such person has in his/her possession aboard the vessel, a photo identification and proof of completion of a boater education course approved by the State of Florida, and/or the National Association of State Boating Law Administrators. Concessionaire shall supply all users of watersport equipment with the appropriate United States Coast Guard approved "personal flotation device" in appropriate sizes. Proper "personal flotation devices" must be "speed rated". All watersport equipment shall be maintained at Concessionaire's sole cost and expense and shall meet the registration and licensing requirements of the State of Florida, and any other governing agency. Concessionaire agrees that all motorized watersport equipment shall be at minimum of commercial grade and quality. All motorized watersport equipment shall be no more than two (2) model years old. City reserves the right to request proof of title or other proof of purchase related to such equipment in order for the City to properly monitor this requirement. To assure that all watersport equipment is at all times maintained in accordance with the highest industry standards, the City reserves the right to request periodic service and/or maintenance reports, to be provided and, if required, certified or otherwise guaranteed by Concessionaire, at its sole cost and expense. As new fuel injected four (4) stroke engines are developed and become available on motorized watersport equipment, Concessionaire shall replace within two years of the reasonable availability of such fuel injected four (4) stroke engines, all of its motorized watersport equipment regarding this Agreement with the new models; provided, however, without limitation, Concessionaire shall not have to replace such equipment with such fuel injected four (4) stroke engines if it is not economically feasible. All motorized watercraft shall be equipped with "kill-switches" in proper working order. All watersport equipment shall be clearly marked to identify the specific concessionaire with ten- inch (10") high, one and one-half 17 3.4.13 3.4.14 3.4.15 3.4.16 3.4.17 3.4.18 inch (1 2") thick, contrasting numbers, with the street number of the upland property location. Any fueling of watercraft on the beach must comply with FDEP, Miami-Dade County DERM and USCG Regulations. Concessionaire must be equipped, on site, with operating fire extinguisher, cellular/wireless type telephone, and marine (VHF) radio. Concessionaire must provide renters or users a thorough demonstration of the operation of the rented watersport equipment and use of all safety equipment, including but not limited to handling characteristics of personal watercraft. Furthermore, all renters and users must be instructed as to the location and proper usage of all on- board safety equipment, including but not limited to fire extinguisher(s). Concessionaire must inform all watersport equipment renters or users as to the locations of known diving areas and reefs, how to identify a diving flag, and instruct them to maintain a minimum 100' distance from dive flags, swimmers, other boaters, markers and marked areas. Concessionaire shall have, at a minimum during peak usage ("peak usage" defined as anytime in which eight (8) motorized watersport equipment items are present at the subject Concession Area), three (3) employees on site while the watersport equipment concession is open, provided however, that this number may be increased from time to time, if required by the City Manager or his designee. Concessionaire shall have at least one (1) Red Cross Lifeguard Course certified employee, on duty at all times during which the watersport equipment concession is open. Any and all watersport concession activities shall only be conducted when the weather conditions and the conditions of the surf permit for the safe operation of same. Concessionaire shall inform each and every prospective patron that if the Beach Patrol of the City of Miami Beach (Beach Patrol) determines that conditions are unsafe or hazardous, he or she may be required to immediately come to shore and discontinue using the watersport equipment. In the event that conditions are of such a nature that the Beach Patrol deems them unsafe or hazardous to the individuals who are operating watersport equipment, or to the swimmers and bathers in the vicinity of said equipment, the Beach Patrol shall request that Concessionaire discontinue operating its respective watersport concession. Once 18 3.4.19 3.4.20 3.4.21 it is concluded that unsafe or hazardous conditions exist, the Beach Patrol shall notify Concessionaire verbally and/or by posting a banner or flag indicating same, on or in the vicinity of the Lifeguard stands advising of the unsafe or hazardous conditions. Upon such notification and/or posting of said banner, Concessionaire shall be required to immediately cease renting any and all watercraft and watersport equipment, and shall call for all watercraft equipment that is in the water, to come to shore. Concessionaire will be solely responsible to ensure that any watercraft and/or watersport equipment under its jurisdiction be immediately brought to shore. The determination that an unsafe or hazardous condition exists will be at the sole discretion of the Beach Patrol. All watersport concession operations shall open no earlier than one (1) hour after sunrise daily, and close no later than one (1) hour before sunset daily. All watercraft and watersport equipment shall be on shore at least one (1) hour after sunrise and be returned to shore no later than one (1) hour before sunset. Failure to comply with these hours, for the first violation, will result in a warning; a second violation within a one (1) year period will result in an immediate two (2) week suspension of the Concessionaire's grant to conduct watersport equipment rentals pursuant to this Agreement, said suspension effective immediately upon written notice to Concessionaire. A third offense within a one (1) year period during the term herein may, at the City's sole option and discretion, result in a partial termination of the Agreement; said partial termination revoking Concessionaire's right hereunder to operate watersport equipment rentals, effective upon thirty (30) days written notice to Concessionaire. Concessionaire agrees and understands that the maximum horsepower of any motorized watersport equipment intended to be used for rental purposes shall not exceed 750 cubic centimeters ("cc"), and chase vessels shall not exceed 1200 cc. However, in the event the 750 cc or 1200 cc models are no longer manufactured and/or available, then the City Manager or his designee may approve, at his sole discretion, other comparable equipment. Concessionaire agrees and understands that in the event of any accident or collision involving any of its watersport equipment, it must complete and submit a written report to the City's Marine Patrol, with copies to the City's Beach Patrol and Office of Asset Management. 19 3.5 Storage of Concession Facilities/Equipment. 3.5.1 The design, materials, color, signage, etc. of facilities to dispense services and/or for storage proposed to be used by Concessionaire within the Concession Area(s) must obtain City design review approval prior to the Commencement Date of this Agreement and said facilities shall be incorporated herein as Exhibit 3.5.1. The size of the food and beverage trailers shall be no larger than 8 feet by 12 feet; provided, however, if cooking or heating is allowed at any Concession Area, then the size of such food and beverage trailers at such Concession Area shall be no greater than 8 feet by 16 feet. The location of same must be approved by the City Manager or his designee, and shall be designated within Concessionaire's proposed site plan(s) as referenced in Exhibit 3.1.2. Concessionaire shall not deviate from or change the type, design and/or location of its proposed storage/dispensing facilities without the prior written consent of the City Manager or his designee. Notwithstanding anything to the contrary, for a period of 120 days from the Commencement Date, Concessionaire may use temporary trailers, subject to the prior written approval of the City Manager or his designee, which temporary trailers have not received City design review approval, to dispense food and beverages at the Concession Areas. 3.5.2 Prior to the Commencement Date of this Agreement, Concessionaire shall provide the City Manager or his designee with a written plan for storage and removal of Concessionaire's beach equipment; removal of dispensing facilities; and storage and removal of watersport equipment, for approval by the City Manager or his designee. This shall include the use of any storage facilities contemplated in Subsection 3.5.1 above. The aforestated written storage plan and dispensing and/or storage facilities, as approved pursuant to Subsection 3.5.1 above, shall comply with the City's Rules and Regulations for Beachfront Concession Operations in effect on the date of adoption of this Agreement by the Mayor and City Commission, without regard to any subsequent amendment to such Rules and Regulations. Notwithstanding the preceding sentence, in the event that the State of Florida deems that those provisions in the City's Rules and Regulations for Beachfront Concession Operations pertaining to storage of concession facilities are deemed not to comply with State law, then the City and Concessionaire shall immediately take such actions as necessary so as to bring said provisions into compliance. Accordingly, for the City, this shall mean reviewing and revising its Rules and Regulations for Beachfront Concession Operations to bring same into compliance with State law. 20 For Concessionaire, this shall mean, as necessary, revIsing its storage plan and/or either altering or removing its facilities from the Concession Areas, at Concessionaire's sole cost and responsibility. Concessionaire herein further acknowledges that it shall not hold the City liable for any expenses and/or other damages incurred as a result of compliance with State requirements as referred to in this Subsection, except in the event of the willful misconduct or gross negligence of City, its agents or employees. 3.6 Hurricane Evacuation Plan. Concessionaire agrees that all its storage and dispensing facilities, beach equipment, watersport equipment, and any and all other equipment or other items used in the concession operations will be removed from the beachfront immediately within eight (8) hours of the issuance of a Hurricane Warning by the Miami-Dade County Office of Emergency Management, and stored at an approved, private, off-site location. Prior to the Commencement Date of this Agreement, Concessionaire shall provide the City Manager or his designee with a hurricane preparedness/evacuation plan, which shall include the location of its proposed hurricane storage facility and which shall be attached as Exhibit 3.6 to this Agreement. 3.7 Sea Turtles. Concessionaire agrees and understands that the State of Florida has advised that in order to place facilities and/or equipment on the beach, surveys for marine turtle nesting activity must be ongoing, and have been conducted daily for 65 days previous to the initial date of operation or beginning May 1, of each year. The Concession Area(s) are currently surveyed by the Beach Maintenance Division of the Miami-Dade County Parks and Recreation Department. a. It is the responsibility of the Concessionaire to abide by any order issued by the State of Florida and/or cooperate with Miami-Dade County to ensure that nesting surveys may be conducted in accordance with the conditions set forth by the State. b. In the event an unmarked marine turtle nest is exposed, or a dead, injured, or sick marine turtle is discovered, the Florida Marine Patrol (1-800-DIAL-FMP) shall be notified immediately such that appropriate conservation measures may be taken. c. No temporary lighting associated with the concession will be permitted at any time during the marine turtle nesting season and no permanent lighting is authorized. 21 d. The placement and removal offacilities and equipment on the beach seaward of 230 feet from the high water line shall be conducted during daylight hours and shall not occur in any location prior to completion of the necessary marine turtle protection measures. e. The beach area seaward of the 230-foot setback from the high water line should be cleared of all furniture and equipment, except lifeguard equipment, at nights during the turtle-nesting season. f. Disturbing the existing beach, and dune topography and vegetation is prohibited. 3.8 City Occupational Licenses. Concessionaire shall obtain, at its sole cost and expense, any occupational licenses required by City law, as amended from time to time, for the proposed uses contemplated in Section 3 of the Agreement. To the extent required by City law, as same may be amended from time to time, occupational licenses shall be obtained for each proposed use within a particular Concession Area (e.g. Lummus Park Concession Area, Concessionaire would be required to obtain four (4) occupational licenses for: (i) Rental of Beach Equipment; (ii) Food and Beverage Service; (iii) Sale of Beach-related Sundries; and (iv) Rental of Watersport Equipment). SECTION 4. CONCESSION FEES. 4.1 Concessionaire's Financial Contributionls) and Concession Fees. 4.1.1 Upon execution of this Agreement and, in any event no later than ten (10) days from the date of approval of the Agreement by the Mayor and City Commission, Concessionaire shall furnish the City Manager or his designee with the following: (i) An irrevocable letter of credit, in the amount of four hundred twelve thousand five hundred dollars ($412,500.00), to secure the first contract year's Minimum Guaranteed Annual Concession Fee (MG), as set forth in Subsection 4.2 below, and as due and payable on March 5, 2002. The form of the letter of credit shall be as required by the City Manager or his designee. If Concessionaire pays to the City by March 5, 2002 the sum of $412,500.00 as provided above, City shall immediately deliver the letter of credit to Concessionaire and such letter of credit shall immediately be dissolved and of no force or effect. In the event that Concessionaire does not pay the required first contract year's MG, as set forth in Subsection 4.2, by 22 March 5, 2002, then the City Manager or his designee may, without further notice to Concessionaire, draw upon the letter of credit and, additionally, may avail himself of any rights and remedies pursuant to Section 13 of the Agreement including, but not limited to, those provided in Subsection 13.2. Notwithstanding same, the City's right to collect on the letter of credit in the event of Concessionaire's failure to pay the MG for the first contract year on March 5, 2002, shall supersede any and all provisions of this Agreement in conflict therewith. (ii) Proof of order of Concessionaire's equipment, as same is defined in Exhibit 3.1.3 (i.e. chairs, umbrellas, sun canopies, storage/work facilities, storage, and food and beverage trailers), and proof of such order having been acknowledged by the respective manufacturer or supplier. (iii) A letter, in a form satisfactory to the City Manager or his designee, from a federally insured financial institution evidencing, as of the date of the letter, Concessionaire's ability to provide the necessary funds to perform pursuant to the Agreement. The parties agree and acknowledge that the foregoing conditions (i)- (iii) are intended to be conditions subsequent to the City's approval of this Agreement. Accordingly, in the event that Concessionaire does not satisfy the aforestated conditions (i)-(iii) within the time periods provided therein, then the City Manager or his designee may immediately, without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to him for breach of contract. 4.1.2 On or before March 5, 2002, Concessionaire shall furnish the City Manager or his designee with the following: (i) Concessionaire shall evidence proof, in a form satisfactory to the City Manager or his designee, of a capital acquisition, which may be by purchase or lease (provided that, in the event of a lease, the terms of such lease will be subject to the approval of the City Manager or his designee), for the initial term of this Agreement of (a) equipment, as same is defined in Exhibit 3.1.3 (i.e. chairs, umbrellas, sun canopies, storage/work facilities, storage, and food and beverage trailers), having a value of at least $680,000; and/or (b) ancillary concession-related capital 23 improvements, which shall be expressly used by Concessionaire to effectuate the purpose(s) delineated pursuant to this Agreement, having a value of at least $120,000. Said proof shall include, but not be limited to, invoice(s) and a form of payment(s) (e.g., canceled checks and/or credit card receipts), evidencing proof of acquisition. The parties agree and acknowledge that the foregoing condition (i) is intended to be a condition subsequent to the City's approval of this Agreement. Accordingly, in the event that Concessionaire does not satisfy the aforestated condition (i) within the time period provided therein, then the City Manager or his designee may immediately, without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to him for breach of contract. 4.2 Minimum Guarantee: In consideration of the City executing this Agreement and granting the rights provided in this Agreement, on November 5th of each year (except as provided below) during the initial term of the Agreement, the Concessionaire shall pay to the City a Minimum Guaranteed Annual Concession Fee (MG) for Food and Beverage Sales, Beach Equipment Rentals, and the Sale of Skin Care Products of four hundred twelve thousand five hundred dollars ($412,500) (except as provided below); provided, however, the MG for the first contract year (a "contract year" being defined as that certain period from November 5th to November 4th of the following year) shall be due on March 5, 2002; provided further, however, the amount of the MG payment for the second contract year shall be reduced by the sum of one hundred thirty seven thousand five hundred dollars ($137,500). Notwithstanding any reduced MG payment for the second contract year, for purposes of (i) the annual five percent (5%) increase of MG; (ii) calculation of the percentage of gross, as set forth in Subsection 4.3; and (iii) any other term and condition of this Agreement relating to the MG, the base dollar amount used shall be the original MG contemplated in the Agreement, which is $412,500. Commencing with the second contract year, said MG shall be automatically increased, by five percent (5%) per year, from the previous year's MG, and shall be due and payable to the City on November 5th of each year during the term of this Agreement. 4.2.1 Minimum Guarantee on Optional Services (MGO): In addition to the above stated MG, the Concessionaire shall pay to the City on March 5, 2002, and thereafter on November 5th of each year during the initial term of the Agreement, a Minimum Guaranteed Annual Concession Fee for the City approved Optional Services 24 (MGO). The optional service, to which MGO is applicable, contemplated at this time is the rental of watersport equipment. MGO is not applicable to the sale of sundries or Skin Care Products. The MGO for watersport equipment rentals is thirty thousand dollars ($30,000). Commencing with the second contract year, said MGO shall be automatically increased, by five percent (5%) per year, from the previous year's MGO, and shall be due and payable to the City on November 5th of each year during the term of this Agreement. 4.3 Percentage of Gross Ivs.) MGIPG): For each contract year, in the event that the amount equal to twenty percent (20%) (PG) of Concessionaire's gross receipts for Food and Beverage Sales (FBS), Beach Equipment Rentals (BER) and Skin Care Product Sales (SCPS) exceeds the amount (MG) provided in 4.2 above, then the Concessionaire shall also pay to the City the difference between the PG amount and the amount provided in 4.2 above, no later than December 31, of each year during the initial term of this Agreement. Notwithstanding the foregoing, in the event that that certain proposed Ocean Front Auditorium Operation and Management Agreement (OFAOMA) between the Concessionaire and the City, with respect to a portion of the premises of the Ocean Front Auditorium, located at 1001 Ocean Drive, Miami Beach, Florida, is not finalized and executed by all parties on or before November 4, 2001, or if the OFAOMA entered into between the parties is canceled on or before November 4, 2002, then the foregoing twenty (20%) percent (PG) shall be modified for all purposes in accordance with the schedule attached as Exhibit 4.3 hereto. In the event the City terminates the OFAOMA after November 4, 2002, the Concessionaire shall continue to pay twenty (20%) percent (PG), if the combined (beachfront concession and OFAOMA) food and beverage gross revenue sales, during the term that the OFAOMA was in effect, are equivalent to, or less than those generated by the beachfront concession for a comparable time period after the OFAOMA is terminated; provided, however, if such combined (beachfront concession and OFAOMA) food and beverage gross revenue sales, during the term that the OFAOMA was in effect, exceed those generated by the beachfront concession for a comparable time period after the OFAOMA is terminated, then the foregoing twenty (20%) percent (PG) shall be modified for all purposes in accordance with the schedule attached as Exhibit 4.3 hereto. 4.3.1 Percentage of Gross Ivs ) MGO IPGO): For each contract year, in the event that the amount equal to twenty percent (20%) (PGO) of Concessionaire's gross receipts for Optional Services exceeds the amount (MGO) provided in 4.2.1 above, then 25 the Concessionaire shall also pay to the City the difference between the PGO amount and the amount provided in 4.2.1 above, no later than December 31, of each year during the initial term of this Agreement. The term "gross receipts" is understood to mean all income collected or accrued, derived by the Concessionaire under the privileges granted by this Agreement, excluding amounts of any Federal, State, or City sales tax, or other tax, governmental imposition, assessment, charge or expense of any kind, collected by the Concessionaire from customers and required by law to be remitted to the taxing or other governmental authority. Except as otherwise provided, with regard to a special event under Subsection 16.1 hereof in which Concessionaire is providing the food and beverage service at a Concession Area, "gross receipts" includes all income collected, accrued or derived by the Concessionaire from the sale of food, beverages and any other products sold by Concessionaire at such special event at such Concession Area. In the case of a special event under Subsection 16.1 hereof in which Concessionaire is not providing the food and beverage service at a Concession Area, any use fee or other moneys remitted by the City to the Concessionaire shall be excluded from the definition of the term "gross receipts". In the case of a special event under Subsection 16.1 hereof, and regardless of whether Concessionaire is or is not providing the food and beverage service at a Concession Area, if the City is not charging, assessing or collecting any special event permit fee or other charge or moneys in connection with such special event, all income collected, accrued or derived by the Concessionaire in connection with such special event shall be excluded from the definition of the term "gross receipts". In the case of a special event at a Concession Area under Subsection 16.1 hereof, if any income is collected, accrued or derived by the Concessionaire from the provision or sale of any goods or services, exclusive of food, beverage and beach equipment that Concessionaire is expressly authorized in Subsections 3.1 and 3.4 of this Agreement to provide or sell as part of its concession hereunder, then the amount of any moneys which is paid, directly or indirectly, by Concessionaire to another person or entity to pay for all or any portion of the cost or price of any such goods or services or any part thereof (commonly known as a "pass-through") shall be deducted from the amount of "gross receipts". 4.4 Interest for Late Payment. Any payment which Concessionaire is required to make to City which is not paid on or before the respective date provided for in this Agreement shall be subject to interest at the rate of twelve percent (12%) per annum, from the due date of payment until such time as payment is actually received by the City. 26 4.5 Sales and Use Tax. It is also understood that the required Florida State Sales and Use Tax shall be added to Concessionaire's payments and forwarded to the City as part of said payments. It is the City's intent that it is to receive all payments due from Concessionaire as net of such Florida State Sales and Use Tax. SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS. Concessionaire shall maintain current, accurate, and complete financial records on an accrual basis of accounting related to its operations pursuant to this Agreement. 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, but not photocopying. by the City Manager or his designee upon reasonable prior request and during normal business hours. Such records and accounts shall include a breakdown of gross receipts, expenses, and profit and loss statements. Concessionaire shall maintain accurate receipt- printing cash registers or a like alternative in all Concession Areas which will record and show the payment for every sale made or service provided in such Areas; and such other records shall be maintained as would be required by an independent CPA in order to audit a statement of annual gross receipts and profit and loss statement pursuant to generally accepted accounting principles. A monthly report of gross receipts must be submitted to the City, through the Finance Department's Revenue Supervisor, to be received no later than thirty (30) days after the close of each month. SECTION 6. INSPECTION AND AUDIT. Concessionaire shall maintain its financial records pertaining to its operations for a period of three (3) years after the conclusion of any contract year and such records shall be open and available to the City Manager or his designee, as deemed necessary by the City Manager or his designee, but shall not be subject to photocopying. Concessionaire shall maintain all such records at its principal office, currently located at 20971 NE 30th Court, Aventura, Florida, 33180, or, if moved to another location, all such records shall be relocated, at Concessionaire's expense, to a location in Miami Beach, within ten (10) days' written notice from the City. The City Manager or his designee shall be entitled to audit, but not photocopy, Concessionaire's records pertaining to its operation as often as it deems reasonably necessary throughout the term of this Agreement, and three (3) times within the three (3) year period following termination of the Agreement, regardless of whether such termination results from the natural expiration of the term or for any other reason. The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five percent (5%) or more in Concessionaire's statement of gross receipts for any year or years audited, in which case the firm shall pay to the City, within thirty (30) 27 days of the audit being deemed final (as specified below), the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest; provided, however, the audit shall not be deemed final until Concessionaire has received the audit and has had a reasonable opportunity to review the audit and discuss the audit with the City. Nothing contained within this Section shall preclude the City's audit rights for resort tax collection purposes. Concessionaire shall submit at the end of each contract year, an audited annual statement of gross receipts, in a form consistent with generally accepted accounting principles. It is Concessionaire's intent to stay informed of comments and suggestions by the City regarding Concessionaire's performance under the Agreement. Within thirty (30) days after the end of each contract year, Concessionaire and City shall meet to review Concessionaire's performance under the Agreement for the previous contract year. At the meeting, Concessionaire and City may discuss quality, operational, maintenance and any other issues regarding Concessionaire's performance under the Agreement. SECTION 7. TAXES ASSESSMENTS AND UTILITIES. 7.1 Concessionaire agrees to and shall pay before delinquency all taxes (including but not limited to resort taxes) and assessments of any kind assessed or levied upon Concessionaire by reason of this Agreement or by reason of the business or other activities of Concessionaire upon or in connection with the Concession Area(s). Concessionaire will have the right, at its own expense, to contest the amount or validity, in whole or in part, of any tax and/or assessment by appropriate proceedings diligently conducted in good faith. Concessionaire may refrain from paying a tax or assessment to the extent it is contesting the assessment or imposition of same in a manner that is in accordance with law; provided, however, if, as a result of such contest, additional delinquency charges become due, Concessionaire shall be responsible for such delinquency charges, in addition to payment of the contested tax and/or assessment if so ordered. Concessionaire shall also pay for any fees imposed by law for licenses or permits for any business or activities of Concessionaire upon the Concession Area(s) under this Agreement. Concessionaire shall pay before delinquency any and all charges for utilities used by, for, or on behalf of the operations contemplated herein (including, but not limited to, water, electricity, gas, heating, cooling, sewer, telephone, trash collection, etc.). City acknowledges that Concessionaire requires an electrical outlet to operate its point of sale (POS) system. Concessionaire will use its best efforts to operate said POS equipment from an adjacent Ocean Drive Hotel 28 property. If distance does not permit, then Concessionaire will advise the City Manager or his designee, and the parties will use best efforts to seek placement of the POS system at the Offices of the Miami Design Preservation League, located at the 10th Street Auditorium. If unsuccessful, Concessionaire may then request from the City the location of the POS system within the City-owned (non - Miami Design Preservation League used portion of the) 10th Street facility, at Concessionaire's sole cost and expense, for as long as said facility is operational. 7.2 Procedure If Ad Valorem Taxes Assessed. Notwithstanding Subsection 7.1 above, the parties agree that the operations contemplated herein are for public purposes and, therefore, no ad valorem taxes should be assessed by the Miami-Dade County Tax Appraiser. If, however, said taxes are assessed, City and Concessionaire shall use reasonable efforts to address payment of same. SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS. 8.1 In connection with the performance of its responsibilities hereunder, Concessionaire may hire its own employees and/or independent contractors, who will be employees and/or independent contractors of Concessionaire and not of the City. Concessionaire shall select the number, function, qualifications, compensation, including benefits (if any), and may, at its discretion and at any time, adjust or revise the terms and conditions relating to such employees and/or independent contractors. 8.2 Concessionaire and its employees and/or independent contractors shall wear identification badges and uniforms approved by the City during all hours of operation when such employee or independent contractor is acting within the scope of such employment or such independent contractor relationship. All employees and/or independent contractors shall observe all the graces of personal grooming. The Concessionaire shall hire people to work in its concession operation who are neat, clean, well groomed and shall comport themselves in a professional and courteous manner. The Concessionaire and any persons hired by same, shall never have been convicted of a felony. If Concessionaire materially fails to comply with this provision the City may send notice of default. The Concessionaire shall have an experienced manager or managers overseeing the concession operations at all times. SECTION 9. HOURS OF OPERATION. All Concession Areas and concession operations thereon shall be open every day of the year, weather or events of force majeure permitting, and shall be open no earlier than one (1) hour after sunrise daily, and close no later than one (1) hour before sunset daily. 29 Sunrise and sunset shall be established on a daily basis by the National Weather Service. Any change in the hours of operation shall be at the City's sole option and discretion, and any request by Concessionaire for an increase or decrease in same shall be subject to the prior written approval of the City Manager or his designee. Notwithstanding anything herein to the contrary, the City Manager or his designee, in his sole discretion, may allow Concessionaire to operate a concession at the North Shore Open Space Park Concession Area on an intermittent and/or reduced basis; provided, however, Concessionaire's exclusive right to operate a concession at the North Shore Open Space Park Concession Area and all Concession Areas as provided in this Agreement shall not be disturbed. During any time that Concessionaire is not operating a concession at the North Shore Open Space Park Concession Area, Concessionaire shall have no obligations under this Agreement regarding the North Shore Open Space Park Concession Area. If, during any time that Concessionaire is not operating a concession at the North Shore Open Space Park Concession Area, the City Manager or his designee desires that a concession be operated at that Area, the City Manager or his designee shall so advise Concessionaire and Concessionaire shall promptly commence or re-commence, as applicable, operating a concession at that Area. SECTION 10. MAINTENANCE. 10.1 The Concessionaire accepts the use of the Concession Area(s) provided in this Agreement in its "as is" condition. Concessionaire assumes sole responsibility and expense for maintenance of the Concession Area(s) and all facilities and equipment therein, and the dune area landward and adjacent thereto. This shall include daily removal of litter, garbage and debris; said removal to be the sole responsibility and expense of Concessionaire. Daily maintenance shall be accomplished 365 days per year. Concessionaire agrees, also at its sole cost and expense, to pay for all garbage disposal generated by its operations. 10.2 Garbage Receptacles. With respect to litter, garbage and debris removal, the Concessionaire shall provide, at its sole cost and expense, receptacles within the confines of the Concession Area(s) and shall provide a sufficient number of these receptacles for its own use and for the use of the public. Disposal of the contents of said receptacles and removal of litter, garbage and debris within the Concession Area(s), shall be done on a daily basis, and shall be the sole responsibility of the Concessionaire. The Concessionaire shall be permitted, at its sole cost and expense, to utilize the dumpster area on the north side of the 10th Street Auditorium, but must provide for its disposal. By the Commencement Date, Concessionaire shall enter into an agreement with a trash hauler for disposal at the 10th Street dumpster facility and provide a copy of such agreement to the City. Any costs for removal of the contents of said trash receptacles by the City, because of the Concessionaire's failure 30 to do the same, will be assessed upon, and become the responsibility of the Concessionaire. The dumping or disposal of any refuse, discards, trash or garbage, generated by, or as a result of the concession operations, into any of the Miami-Dade County trash receptacles, by the Concessionaire (including its staff and employees), shall be strictly prohibited. Determination of the "number" of receptacles shall at all times be within the City's sole discretion, and Concessionaire shall agree to be bound by same. 10.3 Facilities/Equipment. The Concessionaire must provide and maintain, at its own cost and expense, all facilities and equipment required to operate the concession. The Concessionaire shall maintain said facilities, equipment, and furnishings during the term of this Agreement at its sole cost and expense. In the event any of the aforesaid items are lost, stolen, or damaged, they shall be replaced or repaired at the sole cost and expense of the Concessionaire within fifteen (15) days of written notice from the City. 10.4 Orderly Operation. The Concessionaire shall have a neat and orderly operation at all times and shall be solely responsible for the necessary housekeeping services to properly maintain the Concession Area(s) and all facilities incident thereto. There shall be no living quarters nor shall anyone be permitted to live within the facilities and/or Concession Area(s). The Concessionaire shall make available all facilities within the Concession Area(s) under its control for examination during hours of operation by the City Manager or his authorized representative. 10.5 No Dangerous Materials. The Concessionaire agrees not to use or permit in the Concession Area(s) or facilities the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida. Any such substances or materials found within the Concession Area(s) shall be immediately removed. This Subsection shall not apply to any substances permitted by the City's Rules and Regulations for Beachfront Concession Operations, in effect on the date of approval of this Agreement by the Mayor and City Commission; provided such substances are used or stored in connection with concession operations, and are not (at anytime) otherwise prohibited by County, State or Federal law. Notwithstanding any contrary provisions of this Agreement, Concessionaire, after the Commencement Date, shall indemnify and hold City harmless from 31 any loss, damage, cost, or expense of the City, including, without limitation, reasonable attorney's fees, incurred as a result of, arising from, or connected with the placement by Concessionaire, after the Commencement Date, but during the term of this Agreement, of any "hazardous substance" or "petroleum products" on, under, in or upon the Concession Areas as those terms are defined by applicable Federal and State Statute, or any environmental rules and environmental regulations promulgated thereunder; provided, however, Concessionaire shall have no liability in the event of the willful misconduct or gross negligence of the City, its agents, servants or employees. The provisions of this Subsection 10.5 shall survive the termination or earlier expiration of this Agreement. 10.6 Security. The Concessionaire shall be responsible for and provide reasonable security measures which may be required to protect the Concession Area(s) and any of the equipment, materials and facilities thereon. Under no circumstances shall the City be responsible for any stolen or damaged equipment, materials and facilities, nor shall City be responsible for any stolen or damaged personal property of Concessionaire's patrons, guests, invitees, and/or other third parties. 10.7 Vehicles on the Beach. Concessionaire's vehicles and/or trailers shall only be allowed on the beachfront for purposes of supplying the concession operations, and to remove equipment at the close of operations each day, and must be removed from the beachfront immediately thereafter. Anyone operating a vehicle for or on behalf of Concessionaire must have a current valid Florida Driver's License. Said supplying and removal operations shall only be permitted during regular hours of operation, and shall be completed safely and expeditiously. No vehicular traffic will be permitted on the beach after sunset or prior to sunrise. Access to the beach shall only be permitted via specifically designated dune crossovers authorized for such use and nearest to the concession operation. Vehicles operated on the beachfront shall not exceed 5 M.P.H. and shall only operate in the immediate vicinity of the concession or to-and-from the nearest predetermined and assigned access ramp. After transporting equipment to a Concession Area, the vehicles shall be removed from the beachfront area and parked in a legally authorized location. Driving on the beachfront area shall be kept to a minimum. No vehicular traffic will be permitted on the beach, at any time or for any purpose, other than as stated herein. Driving from one Concession Area, concession facility and/or concession location to another to service, supervise, or for any other reason, is prohibited. Concessionaire must exit to the street as provided above to 32 access other locations. All vehicles operated on the beach must have a tire- to-ground pressure of ten pounds per square inch (10 p.s.i) or less. Eighteen-inch (18") high cones, orange in color, shall be placed in front of, and at the rear of the vehicle when parked. Vehicle operator must inspect the vehicles perimeter and surrounding area, prior to turning the vehicles ignition switch, to assure a clear path of egress and only proceed with extreme caution. Vehicles must always remain on the "hard-packed" sand area. Driving or parking on any "soft-sand" area is prohibited. All vehicles must have signage, on each side, with the name of the concession operator in 4" high letters on a contrasting background. Six (6) golf carts are herein permitted, and shall be properly marked and identified as in accordance with the applicable guidelines for vehicles provided above. Provided, however, that in order to contain vehicular traffic on the beach to a minimum, the City Manager or his designee, must approve any additional golf cart(s) to be used by Concessionaire prior to such use. 10.8 Inspection. The Concessionaire agrees that the Concession Area(s) and all facilities, equipment, and operations thereon may be inspected at any time during hours of operation by the City Manager or his designee, or by any other Municipal, County, State officer, or agency having responsibilities for inspections of such operations. The Concessionaire hereby waives all claims against the City for compensation for loss or damage sustained by reason of any interference (which interference, if by the City, must be reasonable) with the concession operation by any public agency or official in enforcing their duties or any laws or ordinances. Any such interference (which interference, if by the City, must be reasonable) shall not relieve the Concessionaire from any obligation hereunder. SECTION 11. INSURANCE. Concessionaire shall maintain, at its sole cost and expense, the following types of insurance coverage at all times throughout the term of this Agreement. a. Comprehensive General Liability in the minimum amount of Two Million Dollars ($2,000,000) per occurrence for bodily injury and property damage. This policy must also contain coverage for premises operations, products and contractual liability. b. Workers Compensation Insurance shall be required under the Laws of the State of Florida. 33 c. Automobile Insurance shall be provided covering all owned, leased, and hired vehicles and non-ownership liability for not less than the following limits: Bodily Injury Bodily Injury Property Damage $1,000,000 per person $1,000,000 per accident $1,000,000 per accident The policies of insurance referred to above shall not be subject to cancellation or changing coverage except upon at least thirty (30) days prior written notice to the City, and then only subject to the prior written approval of the City Manager or his designee. Prior to the Commencement Date of this Agreement, Concessionaire shall provide City with a Certificate of Insurance for each such policy. ALL POLICIES SHALL NAME THE CITY OF MIAMI BEACH FLORIDA AS AN ADDITIONAL NAMED INSURED. All such policies shall be obtained from companies authorized to do business in the State of Florida with an A.M. Best's Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and any replacement or substitute company shall also be subject to the approval of the City's Risk Manager. Should Concessionaire fail to obtain, maintain or renew the policies of insurance referred to above, in the required amounts, the City may, at its sole discretion, obtain such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by Concessionaire to City, plus ten percent (10%) of the amount of premiums paid to compensate City for its administrative costs. If Concessionaire fails to repay City's expenditures within fifteen (15) days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12%) until paid, and such failure shall be deemed an event of default hereunder. SECTION 12. INDEMNITY. 12.1 In consideration of a separate and specific consideration of $10.00 and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire 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 Concessionaire, its subconcessionaire(s), agents, servants or employees in the performance of services under this Agreement. 12.2 In addition, in consideration of a separate and specific consideration of $10.00 and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire 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 misconduct of Concessionaire not included in the paragraph in the Subsection above and for which the City, its agents, 34 servants or employees are alleged to be liable. 12.3 Subsections 12.1 and 12.2 shall survive the termination or expiration of this Agreement. Subsections 12.1 and 12.2 shall not apply, however, to any such liability, that arises as a result of the willful misconduct or gross negligence of the City, its agents, servants or employees. 12.4 SubroQation. The terms of insurance policies referred to in Section 11 shall preclude subrogation claims against Concessionaire, the City and their respective officers, employees and agents. 12.5 Force Maieure. 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 which renders at least thirty percent (30%) of the Concessionaire's cumulative facilities and equipment unusable and which is not caused by negligence of Concessionaire; b. earthquake; hurricane; flood; act of God; civil commotion occurring on the Concession Area(s) during or in connection with any event or other matter or condition of like nature; or c. any law, ordinance, rule, regulation or order of any public or military authority stemming from the existence of economic or energy controls, hostilities, or war. The parties hereto acknowledge that Concessionaire's obligations and benefits hereunder may be negatively affected by an event of Force Majeure. If an event of Force Majeure occurs during a contract year, and provided further that Concessionaire's minimum guarantee payment(s) to the City for that contract year is greater than the applicable percentage payment, then the City Manager or his designee, in his sole discretion, may extend the term of this Agreement for a reasonable period of time; provided, however, such extension shall take effect only if Concessionaire agrees to such extension. 12,6 Labor Dispute. In the event of a labor dispute which results in a strike, picket or boycott affecting the Concession Area(s) or operation described in this Agreement, Concessionaire shall not thereby be deemed 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 Concessionaire of applicable collective bargaining agreements and there has been a final determination of such fact which is not cured by Concessionaire within thirty 35 (30) days. 12.7 Waiver of Loss from Hazards. The Concessionaire hereby expressly waives all claims against the City for loss or damage sustained by the Concessionaire resulting from fire, water, natural disasters/acts of God (e.g. hurricane, tornado, etc.), civil commotion, riot, or any other Force Majeure contemplated in Subsection 12.5 and Labor Dispute in Subsection 12.6 above, and the Concessionaire hereby expressly waives all rights, claims, and demands against the City and forever releases and discharges the City of Miami Beach, Florida, from all demands, claims, actions and causes of action arising from any of the aforesaid causes. SECTION 13. DEFAULT AND TERMINATION. Subsections 13.1 through 13.3 shall constitute events of default under this Agreement. An event of default by Concessionaire shall entitle City to exercise any and all remedies described as City's remedies under this Agreement, including but not limited to those set forth in Subsection 13.4 and Section 14. An event of default by City shall entitle Concessionaire to exercise any and all remedies described as Concessionaire's remedies under this Agreement, including but not limited to those set forth in Subsection 13.5. 13.1 Bankruptcy. If either the City or Concessionaire 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, or if any receiver of all or any part of the business property 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 voluntary 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 petitions 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. 13.2 Default in Payment. In the event Concessionaire fails to submit any payment within five (5) days of its due date, there shall be a late charge of $50.00 per day for such late payment, in addition to interest at the highest rate allowable by law (currently 12% per annum). If any payment and accumulated penalties are not received within fifteen (15) days after the payment due date, and such failure continues three (3) days after written notice thereof, then the City may, without further demand or notice, terminate this Concession Agreement 36 without being prejudiced as to any remedies which may be available to it for breach of contract; and may begin procedures to collect the Performance Bond required in Section 14 herein. 13.3 Non-Monetary Default. In the event that Concessionaire 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 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, commence with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default, but in no event shall such extended cure period exceed ninety (90) days from the date of written notice thereof. In the event Concessionaire cures any default pursuant to this Subsection, it shall promptly provide City with written notice of same. 13.4 City's Remedies for Concessionaire's Default. If any of the events of default, as set forth in this Section, shall occur, the City may, after notice (if required) and the expiration of cure periods, as provided above, at its sole option and discretion, institute such proceedings as in its opinion are necessary to cure such defaults and to compensate City for damages resulting from such defaults, including but not limited to the right to give to Concessionaire a notice of termination of this Agreement. If such notice is given, the term of this Agreement shall terminate upon the date specified in such notice from City to Concessionaire. On the date so specified, Concessionaire shall then quit and surrender the Concession Area(s) to City pursuant to the provisions of Subsection 13.7. Upon the termination of this Agreement, all rights and interest of Concessionaire in and to the Concession Area(s) and to this Agreement, and every part thereof, shall cease and terminate and City may, in addition to any other rights and remedies it may have, retain all sums paid to it by Concessionaire under this Agreement, including but not limited to, beginning procedures to collect the Performance Bond in Section 14 herein. In addition to the rights set forth above, City shall have the rights to pursue any and all of the following: a. the right to injunction or other similar relief available to it under Florida law against Concessionaire; and or b. the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from Concessionaire's default. 37 13.5 If an event of default, as set forth in this Section, by the City shall occur, the Concessionaire may, after notice (if required) and the expiration of the cure periods, as provided above, at its sole option and discretion, terminate this Agreement upon written notice to the City and/or sue for damages. Said termination shall become effective upon receipt of a written notice of termination by the City, but in no event shall Concessionaire specify a termination date that is less than sixty (60) days from the date of the written termination notice. On the date specified in the notice, Concessionaire shall quit and surrender the Concession Area(s) to City pursuant to the provisions of Subsection 13.7. 13.6 Termination for Convenience/Partial Termination. 13.6.1 Concessionaire acknowledges that the City intends to develop a schedule of capital improvements for the North Shore Open Space Park Concession Area which may entail a closure of all or a portion of the Park, at the City Commission's sole discretion. In the event that the City closes down the North Shore Open Space Park for the purpose of undertaking a capital improvement plan thereon, then the parties agree that that portion of the Agreement referencing North Shore Open Space Park shall be partially terminated for convenience, without cause and without penalty to either party, and only as to that portion of the Concession Area which has been closed. Such a termination shall become effective upon sixty (60) days prior written notice to Concessionaire. 13.6.2 In the event of termination or partial termination by City of the Agreement pursuant to this Subsection, Concessionaire herein acknowledges and agrees that it shall not have any claim, demand, or cause of action of whatsoever kind or nature, against the City, its agents, servants and employees (including, but not limited to, claims for interference in business or damages for interruption of services or interference in its concession operations for beach equipment rental, beach sundries sales, food and beverage sale/service, and watersport equipment rental). 13.7 Surrender of Concession Areas. At the expiration of this Agreement, or earlier termination in accordance with the terms of this Agreement, Concessionaire shall surrender the Concession Area(s) in the same condition as the Concession Area(s) were prior to the commencement of this Agreement, reasonable wear and tear excepted (including any beach erosion not directly caused by Concessionaire and/or its operation). Concessionaire shall remove all its facilities, equipment, fixtures, personal property, etc. upon forty-eight (48) hours written notice 38 from the City Manager or his designee unless a longer time period is agreed to by the City. Concessionaire's obligation to observe or perform this covenant shall survive the expiration or other termination of this Agreement. Continued occupancy of the Concession Area(s) after termination of the Agreement shall constitute trespass by the Concessionaire, and may be prosecuted as such. In addition, the Concessionaire shall pay to the City one thousand dollars ($1,000) per day as liquidated damages for such trespass and holding over. SECTION 14. PERFORMANCE BOND OR ALTERNATE SECURITY. Concessionaire shall, on or before the Commencement Date of this Agreement, furnish to the City Manager or his designee a Performance Bond in the penal sum as stated below for the payment of which Concessionaire shall bind itself for the faithful performance of the terms and conditions of this Agreement. A Performance Bond in the amount of Two Hundred Thousand Dollars ($200,000.00) shall be required and be in faithful observance of this Agreement. A cash deposit, irrevocable letter of credit, or certificate of deposit may also suffice, as determined by the City Manager or his designee in his reasonable discretion. The form of the Performance Bond or letter of credit shall be as required by the City Manager or his designee. In the event that a Certificate of Deposit is approved, it shall be a Two Hundred Thousand Dollar ($200,000.00) one-year Certificate of Deposit in favor of the City, which shall be automatically renewed, the original of which shall be held by City. Concessionaire shall be so required to maintain said Performance Bond or alternate security, as accepted by City Manager or his designee, in full force and effect throughout the term of this Agreement; provided, however, in the event that any of Concessionaire's equipment in connection with this Agreement is acquired by a lease, then, if requested in writing from Concessionaire by the City Manager or his designee, in his discretion, such Performance Bond or alternate security shall be in the total amount of $300,000 commencing with the second contract year and $400,000 commencing with the third contract year. Concessionaire shall have an affirmative duty to notify the City, in writing, in the event said Performance Bond or alternate security lapses or otherwise expires. All interest that accrues in connection with any financial instrument or sum of money referenced above shall be the property of Concessionaire, except in an event of default, in which case the City shall be entitled to all interest that accrues after the date of default. SECTION 15. ASSIGNMENT. Except as otherwise provided in this Subsection, Concessionaire shall not assign; sublease; grant any concession or license (other than the subconcession for food and beverages approved with Monty's LLC herein, or as otherwise permitted pursuant to the procedures set forth in Section 3.2 hereof); permit the use of by any other person other than Concessionaire; or otherwise transfer all or any portion of this Agreement and/or of the Concession Area(s) (all of the forgoing are herein after referred to collectively as "transfers"), without the prior written consent of the City, which consent shall not be unreasonably withheld. 39 If there is a change in control of Concessionaire, then any such change in control shall constitute a "transfer" for purposes of this Agreement and shall be approved by the City Commission prior to consummation of such change in control. "Change in control", for purposes hereof, shall mean a change of the ownership, directly or indirectly, of greater than thirty-three and four tenths percent (33.4%) of the voting or ownership interest or right to profits in such Concessionaire, by means of one or more transfers, sales, mergers, consolidations, dissolutions or otherwise; provided that the foregoing shall not be deemed to include (I) a pledge or collateral assignment of the profits of Concessionaire in connection with any financing, provided such pledge or collateral assignment is subordinate to the rights of the City to the fees payable to the City pursuant to Section 4 hereof; (ii) any transfer to other owners of Concessionaire or to trusts the beneficiaries of which are any owner(s) of Concessionaire or member(s) of their immediate family; or (iii) a change in the ownership of Concessionaire through a registered public offering of shares in Concessionaire ((I), (ii) and (iii) above collectively are referred to herein as the "Transfer Exclusions"). Except for the Transfer Exclusions, any change of the ownership, directly or indirectly, of thirty-three and four tenths percent (33.4%) or less of the voting or ownership interest or right to profits in such Concessionaire (a "Minor Change"), by means of one or more transfers, sales, mergers, consolidations, dissolutions or otherwise, shall be subject to the approval of the City Manager or his designee. Concessionaire shall notify the City of any proposed transfer, and shall notify the City Manager or his designee of any proposed Minor Change, prior to consummation of same and the City or the City Manager or his designee, as applicable, shall respond within thirty (30) days. In the event that any such transfer or Minor Change is approved, the transferee shall agree to be bound by all the covenants of this Agreement required of the transferor hereunder. Any transfer or Minor Change made without complying with this Section shall be null, void, and of no effect and shall constitute an act of default under this Agreement. Notwithstanding any such consent, or any permitted transfer or Minor Change under any provision of this Section, unless expressly released by the City, Concessionaire shall remain jointly and severally liable (along with each approved transferee, who shall automatically become liable for all obligations of the transferor hereunder with respect to that portion of the Agreement so transferred), and the City shall be permitted to enforce the provisions of this Agreement directly against Concessionaire or any transferee of the Concessionaire without proceeding in any way against any other person. SECTION 16. SPECIAL EVENTS. 16.1 Concessionaire's proposed uses, as defined in Section 3 herein, do not contemplate the production, promotion or sponsorship by the Concessionaire of special events in any of the Concession Areas. In the event Concessionaire does produce, promote or sponsor a special event in the City, other than those provided for in this Agreement, it shall abide by the City's Special Events Permit Requirements and Guidelines. For any use, other than those provided for in this Agreement, a Special Events Permit 40 may be required and shall be obtained through the City's Office of Arts, Culture and Entertainment. The City Manager's authorization must be obtained for any such special event. The City Administration shall evaluate requests for Special Events Permits on a case by case basis, in accordance with the City's Special Event Permit Requirements and Guidelines. In the event that a special event and/or film permit is requested by an entity, other than the Concessionaire, and the proposed special event and/or film is scheduled to occur within the Concession Area(s) and would cause the operations within that particular Area(s) to cease, wholly or partly, and provided Concessionaire is not in default under the Agreement at the time of the request, the Concessionaire agrees to cooperate with the City and the special event permit applicant to allow use of the Concession Area(s) during the period of the special event, including set-up and break-down time. City agrees that, to the extent the special event permittee provides food and beverage service at the special event and does not utilize the Concessionaire for said service, the special event permittee will be required to remit twenty percent (20%) of the gross revenues generated at the event to the City. The City agrees to remit thirty percent (30%) of said remittance to the Concessionaire as a use fee in consideration of the special event permittee's use ofthe Concession Area(s). 16.2 City Special Events. Notwithstanding Subsection 16.1 above, and in the event that the City, at its sole discretion, deems that it would be in the best interest of the City, the City reserves the right to displace the Concessionaire for City produced special events and/or City produced productions. In such cases, the City may request that the Concessionaire cease and desist operations during the term of, and in the area of the special event and/or production, and the Concessionaire shall cease and desist during said term. If the Concessionaire is not required to close, or chooses to remain open without interference to the special event and/or production, Concessionaire agrees to cooperate with the City, If the Concessionaire is allowed to remain open during special events and/or productions, the Concessionaire may be allowed to have in operation its normal daily complement of equipment and staff. "Normal" shall be defined as equipment and staff, approved by the City, that the Concessionaire has available for the public on a normal day, 365 days per year. Such equipment or staff shall not be increased or altered during special events and/or productions without the prior written permission of the City Manager or his designee. To the extent that the normal daily complement of equipment and staff is displaced by the special event and/or production, the Concessionaire may reallocate such displaced equipment and staff on a pro-rata basis within the Concession Area(s) not being utilized by the special event. 41 16.3 Notwithstanding anything to the contrary, if a special event occurs in all or any portion of any Concession Area(s), Concessionaire shall not be liable for any charge, fee or other expense, governmental or otherwise, in connection with such special event. To the extent the preceding sentence conflicts with the City's Rules and Regulations for Beachfront Concession Operations or conflicts with any other City rule, law, regulation, charter or code provision, this Agreement governs. SECTION 17. NO IMPROPER USE. The Concessionaire will not use, nor suffer or permit any person to use in any manner whatsoever, the Concession Area(s) or facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any Federal, State, County, or Municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. The Concessionaire will protect, indemnify, and forever save and keep harmless the City, its agents, employees and contractors from and against damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or incurred for any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act, neglect or omission of the Concessionaire, Subconcessionaire, or any employee or agent regarding the Concession. In the event of any violation by the Concessionaire or if the City or its authorized representative shall deem any conduct on the part of the Concessionaire to be objectionable or improper, the City shall have the right to suspend the operation of the concession should the Concessionaire fail to correct any such violation, conduct, or practice to the satisfaction of the City within twenty-four (24) hours after receiving written notice of the nature and extent of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Concessionaire further agrees not to commence operation during the suspension until the violation has been corrected to the satisfaction of the City. SECTION 18. PRICE SCHEDULES. Concessionaire agrees that prices charged for beach equipment rentals, sale of food and beverage service, sale of beach related sundries, and watersport equipment rentals will be consistent with the price schedule(s) herein submitted by the Concessionaire and approved by the City and incorporated herein as exhibits to this Agreement. All subsequent price approvals and changes must be approved in writing by the City Manager or his designee. Prices shall be reasonably consistent with those charged for similar items and services in the general vicinity. The City shall have the final right of approval for all such prices and changes, but said right shall not be arbitrarily or unreasonably exercised. The Concessionaire agrees to refrain from the sale or rental of any item identified as prohibited by the City and to sell or rent only those items approved by the City. The Concessionaire agrees to maintain an adequate supply necessary to accommodate beach patrons. 42 SECTION 19. NOTICES. All notices from the City to the Concessionaire shall be deemed duly served upon receipt, if mailed by registered or certified mail with a return receipt to the Concessionaire at the following address: Boucher Brothers Miami Beach LLC 20971 NE 30th Court Aventura, Florida 33180 With copy to: Alexander I. Tachmes, Esq. Alexander I. Tachmes, PA 100 SE 2nd Street, Suite 3920 Miami, Florida 33131 All notices from the Concessionaire to the City shall be deemed duly served upon receipt, if mailed by registered or certified mail return receipt requested to the City of Miami Beach at the following addresses: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 With copy to: City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 The Concessionaire and the City may change the above mailing address at any time upon giving the other party written notification. All notices under this Concession Agreement must be in writing. SECTION 20. LAWS. 20,1 Compliance. Concessionaire shall comply with all applicable City, County, State, and Federal ordinances, statutes, rules and regulations, including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations, subject to the provisions of Subsection 10.5 hereof. 43 20.2 Governing 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, or the City's Rules and Regulations for Beachfront Concession Operations, said general, special law, or the City's Rules and Regulations for Beachfront Concession Operations shall govern, unless otherwise provided herein. 20.3 Equal Employment Opportunity. Neither Concessionaire nor any affiliate of Concessionaire performing services hereunder, or pursuant hereto, will discriminate against any employee or applicant for employment because of race, creed, sex, color, national origin, sexual orientation, and disability, as defined in Title I of ADA. Concessionaire will take affirmative steps to utilize minorities and females in the work force and in correlative business enterprises. 20.4 No Discrimination. The Concessionaire agrees that there shall be no discrimination as to race, sex, sexual orientation, color, creed, national origin, familial status, religion or handicap, in its employment practice or in the operations referred to by this Concession Agreement; and further, there shall be no discrimination regarding any use, service, maintenance, or operation within the Concession Area(s). All services offered on the beach shall be made available to the public, subject to the right of the Concessionaire and the City to establish and enforce rules and regulations to provide for the safety, orderly operation and security of the facilities. 20.4.1 Pursuant to Sections 62-90 and 62-91, of Chapter 62, of the Miami Beach City Code entitled "Human Relations", Concessionaire, by executing this Agreement, certifies that it does not discriminate in its membership or policies based on race, color, national origin, religion, sex, sexual orientation, familial status or handicap. SECTION 21. MISCELLANEOUS. 21.1 No Partnership. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the City and Concessionaire. 21.2 Modifications. This Agreement cannot be changed or modified except by agreement in writing executed by all parties hereto. Concessionaire acknowledges that no modification to this Agreement may be agreed to by the City unless approved 44 by the Mayor and City Commission except where such authority has been expressly provided herein to the City Manager or his designee. 21.3 Complete Agreement. This Agreement, together with all exhibits incorporated hereto, constitutes all the understandings and agreements of whatsoever nature or kind existing between the parties with respect to Concessionaire's operations, as contemplated herein. 21.4 Headings. The section, subsection and paragraph headings contained herein are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement. 21.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 21.6 Clauses. The illegality or invalidity of any term or any clause of this Agreement shall not affect 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. 21.7 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 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. 21.8 Right of Entry. The City, at the direction of the City Manager, shall at all times during hours of operation, have the right to enter into and upon any and all parts of the Concession Area(s) for the purposes of examining the same for any reason relating to the obligations of parties to this Agreement. 21.9 Not a Lease. It is expressly understood and agreed that no part, parcel, building, facility, equipment or space is leased to the Concessionaire, that it is a 45 21.10 21.11 21.12 21.13 21.14 concessionaire and not a lessee; that the Concessionaire's right to operate the concession shall continue only so long as this Agreement remains in effect. Signage. Concessionaire shall provide, at its sole cost and expense, any required signs at its concessions. All advertising, signage and postings shall be approved by the City, and shall be in accordance with all applicable Municipal, County, State and Federal laws and regulations. Any signage posted by Concessionaire on its facilities and equipment shall be subject to the prior approval of the City as to size, shape and placement of same. Use of Beach. The beach is for the use and enjoyment of the public, for recreation and other public purposes and the public's right to such use shall not be infringed upon by any activity of the Concessionaire. Upon execution of this Agreement, Concessionaire acknowledges that all of the beaches are public and as such concession operations must not restrict, or appear to restrict, access to the general public, or in any way limit the public nature or ambiance of the beachfront. The Concessionaire will conduct its operations so as to maintain a reasonably quiet and tranquil environment for the adjacent area, and make no public disturbances. Conflict of Interest. Concessionaire shall perform its services under this Agreement and conduct the concession operations contemplated herein, in a manner so as to show no preference for other concession operations/facilities (e.g. particularly concession operations behind private property along the City's beachfront) owned, operated, managed, or otherwise controlled by Concessionaire with regard to its responsibilities pursuant to this Concession Agreement. Reasonableness. Notwithstanding anything to the contrary in this Agreement, including but not limited to references to "sole option" or "sole discretion" or words of similar meaning, in each instance in which the approval or consent or other action of the City Commission or the City Manager or his designee is allowed or required in this Agreement, such approval, consent or other action shall not be unreasonably withheld, conditioned or delayed. Procedure for Approvals and/or Consents. In each instance in which the approval or consent of the City Manager or his designee is allowed or required in this Agreement, it is acknowledged that such authority has been expressly provided herein to the City Manager or his designee by the Mayor and City Commission of the City. In each instance 46 in which the approval or consent of the City Manager or his designee is allowed or required in this Agreement, Concessionaire shall send to the City Manager a written request for approval or consent (the "Approval Request"). The City Manager or his designee shall have up to sixty (60) days from the date of Approval Request to provide written notice to Concessionaire approving of, consenting to or disapproving of the request. However, the City Manager or his designee's failure to consider such request within this time provided shall not be deemed a waiver, nor shall Concessionaire assume that the request is automatically approved and consented to. The Subsection shall not apply to approvals required herein by the Mayor and City Commission. 21.15 No Waiver. No waiver of any covenant or condition of this Agreement by either party shall be deemed to imply or constitute a waiver in the future of the same covenant or condition or of any other covenant or condition of this Agreement. 21.16 No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, including, but not limited to subconcessionaires, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement. SECTION 22. LIMITATION OF LIABILITY. The City desires to enter into this Agreement placing the operation and management of the Concession Area(s) in the hands of a private management entity only if so 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 $100,000.00. Concessionaire hereby expresses its willingness to enter into this Agreement with a $100,000.00 limitation on recovery for any action for breach of contract. Accordingly, and in consideration of the separate consideration of $100,000.00, the receipt of which is hereby acknowledged, the City shall not be liable to Concessionaire for damages to Concessionaire in an amount in excess of $100,000.00, for any action for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of limitation placed upon the City's liability as set forth in Florida Statutes, Section 768.28. SECTION 23. VENUE. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any and all the terms or conditions herein exclusive venue for the enforcement of same shall lie in Miami-Dade , 47 County, Florida. CITY AND CONCESSIONAIRE HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND CONCESSIONAIRE MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONCESSION AREA(S). IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their agreement. PASSED AND ADOPTED THIS 17th day of October, 2001. Attest: ~6f~ "- CITY CLERK MAYOR Witness: BOUCHER BROTHERS MIAMI BEACH LLC #L f1 sf!.::.f Pu'1 [JO{,fc-h,,1t Name and Title of Signatory JMG/CMC/JD/rlr Nfll-.....M1O FORMaLANCIUMII aFOR~J11QIII IW~ \O-2t{_O! CIlr MDmIf {~ 0lIII F:IDDHPI$ALLIASSETIBEACHFRNIPUBLlCIRFP _2001IBOUCHERIBBMBLLC.WPD 48 EXHIBIT 1.2 FINANCIAL TERMS APPLICABLE TO RENEWAL TERM 1. With regard to the equipment, as same is defined in Exhibit 3.1.3 (i.e. chairs, umbrellas, sun canopies, storage/work facilities, storage, and food and beverage trailers), contemplated to be used by Concessionaire during the renewal term, Concessionaire shall acquire by purchase or lease (provided, in the event of a lease, the terms of the lease shall be subject to the approval of the City Manager or his designee), within 120 days after the commencement of the renewal term, new equipment. Such equipment shall have a value of no less than five hundred thousand dollars ($500,000), and no greater than eight hundred thousand dollars ($800,000); provided, that in the event that the City requires that Concessionaire acquire equipment having a value of eight hundred thousand dollars ($800,000), Concessionaire shall acquire equipment having a value of at least $680,000, and Concessionaire shall acquire ancillary concession-related capital improvements having a value of at least $120,000; provided, however, to the extent Concessionaire acquires ancillary concession-related capital improvements having a value of less than $120,000, then Concessionaire agrees to acquire equipment having a value equal to the difference between $120,000 and the value of the ancillary concession-related capital improvements so acquired. The City Manager or his designee shall approve any proposed acquisition of equipment contemplated in this Paragraph 1 prior to Concessionaire's order of same. 2. The yearly fee due to the City as a result of beachfront equipment rentals and the sale of Skin Care Products shall be the greater of (a) the amount of the beachfront equipment and sale of Skin Care Products fee minimum guarantee ($388,288, without options; $449,549 with options) applicable to the fifth year of the original term of the Agreement, and (b) the amount of the average, over the original five year term of the Agreement, of the annual percentage beachfront equipment and sale of Skin Care Products fee with or without options, as applicable. This yearly fee (i.e., the greater of (a) and (b)) will be escalated annually at the rate of 5% during the renewal term. 3. The yearly fee due to the City as a result of food and beverage sales shall be the greater of (a) the amount of the food and beverage fee minimum guarantee ($143,581) to the City applicable to the fifth year of the original term of the Agreement, and (b) the amount of the average, over the original five year term of the Agreement, of the annual percentage food and beverage fee to the City. This yearly fee (i.e., the greater of (a) and (b)) will be escalated annually at the rate of 5% during the renewal term. 49 EXHIBIT 3.1 (page 1 of 6) beach equipment price schedule by area Lummus Park Beach Rentals Lounge chair Umbrella Cabana Towel $7.00 - $10.00 $10.00 $15.00 $3.00 Luxury Oasis Rentals Lounge chair Umbrella Cabana Towel $15.00 $15,00 $20.00 $5.00 Watersports Waverunner (1 person) 1/2 hr. Waverunner (2 people) 1/2 hr. Banana Boat (each) Para-sailing 6 min. Para-sailing 12 min. Para-sailing 15 min. Kayak 1 hr. $65.00 $70.00 $15.00 $40.00 $60.00 $80.00 $25.00 Lotions Lifeguard Special Hawaiian Tropic Oil Hawaiian Tropic # 4 Gel Hawaiian Tropic # 8 Gel Hawaiian Tropic spf 4 Lotion Hawaiian Tropic spf 8 Lotion Hawaiian Tropic spf 15 Lotion Hawaiian Tropic spf 30 Lotion $30.00 $25.00 $25,00 $15.00 $15.00 $15.00 $15.00 50 EXHIBIT 3.1 (page 2 of 6) beach equipment price schedule by area Lummus Park (cont'd) Lotions (conrd) Store Brand Hawaiian Tropic Protective Tanning Dry Oil Hawaiian Tropic Aloe Vera Hawaiian Tropic Baby Faces Sunblock Hawaiian Tropic Splash for Kids Hawaiian Tropic 30 Plus Sunblock Hawaiian Tropic 15 Plus Sunblock Hawaiian Tropic Deep Dark Self Tanning Lotion Hawaiian Tropic Protective Tanning Lotion Hawaiian Tropic Golden Tanning Lotion Hawaiian Tropic Dark Tanning Lotion Hawaiian Tropic Protective Tanning Dry Oil Hawaiian Tropic Dark Tanning Oil Hawaiian Tropic Tan Amplifier Spray Oil Hawaiian Tropic Tan Amplifier Spray Gel Hawaiian Tropic Tan Amplifier Carrot Oil Hawaiian Tropic Tan Amplifier Tan Max Spray Hawaiian Tropic Tan Amplifier Tan Max Lotion Hawaiian Tropic Aloe After Sun Moisturizer Hawaiian Tropic Cool Aloe I.C.E. Burn Relief 51 $15.00 $12.00 $9.59 $8.49 $8.49 $8.29 $8.29 $7.19 $7.19 $5.99 $6.99 $6.99 $6.99 $6.99 $6.99 $8,29 $8,29 $6.59 $6.59 . EXHIBIT 3.1 (page.3 of 6) beach equipment price schedule by area Ocean Terrace Beach Rentals Lounge chair Umbrella Cabana Towel $5.00 $7.00 $10.00 $3.00 Lotions Lifeguard Special Hawaiian Tropic Oil Hawaiian Tropic # 4 Gel Hawaiian Tropic # 8 Gel Hawaiian Tropic spf 4 Lotion Hawaiian Tropic spf 8 Lotion Hawaiian Tropic spf 15 Lotion Hawaiian Tropic spf 30 Lotion $30.00 $25.00 $25.00 $15.00 $15.00 $15.00 $15.00 52 EXHIBIT 3.1 (page 4 of 6) beach equipment price schedule by area Ocean Terrace (cont'd) Lotions (conl'd) Store Brand Hawaiian Tropic Protective Tanning Dry Oil Hawaiian Tropic Aloe Vera Hawaiian Tropic Baby Faces Sunblock Hawaiian Tropic Splash for Kids Hawaiian Tropic 30 Plus Sunblock Hawaiian Tropic 15 Plus Sunblock Hawaiian Tropic Deep Dark Self Tanning Lotion Hawaiian Tropic Protective Tanning Lotion Hawaiian Tropic Golden Tanning Lotion Hawaiian Tropic Dark Tanning Lotion Hawaiian Tropic Protective Tanning Dry Oil Hawaiian Tropic Dark Tanning Oil Hawaiian Tropic Tan Amplifier Spray Oil Hawaiian Tropic Tan Amplifier Spray Gel Hawaiian Tropic Tan Amplifier Carrot Oil Hawaiian Tropic Tan Amplifier Tan Max Spray Hawaiian Tropic Tan Amplifier Tan Max Lotion Hawaiian Tropic Aloe After Sun Moisturizer Hawaiian Tropic Cool Aloe I.C.E. Burn Relief 53 $15.00 $12.00 $9.59 $8.49 $8.49 $8.29 $8.29 $7.19 $7.19 $5.99 $6.99 $6.99 $6.99 $6,99 $6.99 $8.29 $8.29 $6.59 $6.59 EXHIBIT 3.1 (pageS of 6) beach equipment price schedule by area North Shore Open Space Park Beach Rentals Lounge chair Umbrella Cabana $5.00 $7.00 $10.00 Lotions Lifeguard Special Hawaiian Tropic Oil Hawaiian Tropic # 4 Gel Hawaiian Tropic # 8 Gel Hawaiian Tropic spf 4 Lotion Hawaiian Tropic spf 8 Lotion Hawaiian Tropic spf 15 Lotion Hawaiian Tropic spf 30 Lotion $30.00 $25.00 $25.00 $15.00 $15.00 $15.00 $15.00 54 EXHIBIT 3.1 (page 6 of 6) beach equipment price schedule by area North Shore Open Space Park (cont'd) Lotions (conl'd) Store Brand Hawaiian Tropic Protective Tanning Dry Oil Hawaiian Tropic Aloe Vera Hawaiian Tropic Baby Faces Sunblock Hawaiian Tropic Splash for Kids . Hawaiian Tropic 30 Plus Sunblock Hawaiian Tropic 15 Plus Sunblock Hawaiian Tropic Deep Dark Self Tanning Lotion Hawaiian Tropic Protective Tanning Lotion Hawaiian Tropic Golden Tanning Lotion Hawaiian Tropic Dark Tanning Lotion Hawaiian Tropic Protective Tanning Dry Oil Hawaiian Tropic Dark Tanning Oil Hawaiian Tropic Tan Amplifier Spray Oil Hawaiian Tropic Tan Amplifier Spray Gel Hawaiian Tropic Tan Amplifier Carrot Oil Hawaiian Tropic Tan Amplifier Tan Max Spray Hawaiian Tropic Tan Amplifier Tan Max Lotion Hawaiian Tropic Aloe After Sun Moisturizer Hawaiian Tropic Cool Aloe I.C.E. Burn Relief 55 $15.00 $12.00 $9.59 $8.49 $8.49 $8.29 $8,29 $7.19 $7,19 $5.99 $6.99 $6.99 $6.99 $6.99 $6.99 $8.29 $8.29 $6.59 $6.59 EXHIBIT 3.1.1 (page 1 of 3) ~ equipment description STANDARD standard vinyl slrap lounge chairs with umbrella & 3 inch pad !'~ standard vinyl strap lounge chair with sun canopy 56 EXHIBIT 3.1.1 (page 2 of 3) . ~ equipment description OASIS double wide mesh lounge chair with side table & umbrella double wide mesh lounge chair with 6 inch pad, side table & umbrella 57 -; (J- S~IEMk.3.1.1 (pa~~NW~i3~!E~tMI' "Lill';' I ,'" CUSHlf"" .' I JMBRELLAS PH 305.5~2.?503' "AX 305.51:"'1 .' (. ?/,5A/,d <.'J 2- ,t'vc.~O or' 1~.u'4rJCC /-1~-A t/~t5 ~ DESIGN REVIEWIHISTORIC PRESERV A TlO" FOR BUILDING PERMIT"" .t// DATE OF DIRECTOR APPROVAL&"'j BY ~ BUILDING PERMIT CANNOT BE ISSUED AFTE!=': A~Y!'-' ""f:,:,NSTOTH:::SEPERMITDRAWINGS M.'" .' ,',:';/F'J "-folD APPROVED BY DESIGN Re. .. . . -.:~~:'::~:FiVATIONSTAFFPRIORTO T;'; .\ DlIl~.O:~;Q PERMIT. ANY fo!' "::.::: p-.. '~IT DRAWINGS fl'- .. .... ':. ",:~ "":f1MITMUST E.-.~ .: ',,:;' ., OESIGN K ," ". . ,..':,;.c',',F.""RIOR10 Tt1.;COiv;...~_;.......'4 ItJr lot;-. PRo.J.:CT. 58 EXHIBIT 3.1.2 (page 1 of 12) Site Plan Exhibit Clarification Concessionaire and City agree and understand that the following exhibits (Exhibit 3.1.2) which total eleven in all, may be amended by the parties, as mutually agreed upon, in order to facilitate operational issues which may result from time to time, related to the deployment of chairs, layout of the concession facilities, proximity to life guard stands, buffer zone locations, etc. within the Concession Areas, so long as the Lummus Park beach frontage that is to be left unencumbered by any of the Concessionaires equipment and/or facilities and not subject to Concessionaires use, does not less than forty nine percent (49%) of the total beach frontage (from the northernmost boundary to the southernmost boundary) of the Lummus Park Beach as defined in Paragraph 2.1 of this Concession Agreement. 59 EXHIBIT 3.1.2 (page 2 of 12) o , " .O-.S~ w ~ a: ~ => "' o ~~", ~ :?$I<> ~ ~ ~~'9 @J@J@J@J@J@J@J@J 8 8 B EJ B B B B w z 8 @J@J@J@J@J@J@J@J ffi o z ~ N @J@J@J@J@J@J@J@J til ~ @:@:@:~@:@:@:@:@: = = = = = = = = ======== = = = = = = = = ==c::J===== @:@:@:@:@:@:@:@: BBB8BB88 ~@:@:@:@:@:@:{j(fj.~ .0-,01; ~~,.." o '9~> ~ '9 '9~~ ~ ~ 60 ~ ~ z ~ fa .0-,09 o , R (,) ~. .....:.....::1 ~~t <G~l 1Il"- ,0"- EO .!!! E l!? III -s e -e III ~ ~ .8 ~ It! "' '" => ~ 0 I .. ~ '" u ~ ~ "' ill ~ ~ ~ ~ I ~ 8 ~ ~ ~ ~ ., ~ z 8 ~ .... => '" ~ ill Ii; I N ~ I ~ - '9 .R EXHIBIT 3.1.2 (page 3 of 12) (,) ~. -:....:1 ~~f ~~I ,Q1l. eel .!!! E ~ Q) -s e 0 -e , " {i ~ ::) 0 .8 , ~ ! "Q-.S~ '9 " 1 .O-,OBI I i -0 :> 'S> 'S> 'S> ~ 'S> ~ 'S> c z @i@i@i@i@i@i@i@i I 8 = 8 = 8 = 8 8 = = = @i @i @i @i.@i @i @i @i ., = = 8 = 8 = = = ! = = = = = = @i@i@i@i@i@i@i@i 15 0 ~CE CE CE CE CE ~ @:@:@:@:@:@:@:@: :ii a; 8 8 = = 8 = 8 = f!l = = = = n @: @: @: @:.@: @: @: @: ~ = = 8 8 8 8 8 = ~ = = = @:@:@:@:@:@:@:@: ~ ~ 0: ~ I ~ [g] [g] '0 ~ @i@i@i@i@i@i@i@i , ~ n N .~ = = = = 8 = = = Sl = = = = = = = Sl ~ @i @loa@i @i @i @i @i @i ~ = 8 = 8.8 = 8 = ~ = = = = -€ilJ@i@i@i@i@5@5 . ~ - o:'f CE CE CE CE CE a; ~ ~ l1tJj@:ilElJ@:@:@:@:@: = = 8 8 8 = 8 = = = = = n @: @: @: @:.@: @: @: @: 5 z = = = = 8 = = = ~ = = = = = = , ~t:t~~ @: @: @: @: ~ ;" ill I j 0 'S>~>' 'S> 'S> 'S> ~ 'S> I Ii; . ~ N W ~ I - .O-,OS "Ol-,Oll .0-,09 61 0 , .~ 0 ~ , .O-.S~ ~ I w ~ ! '9 .~ .O-.6IB $$$$$ $$$$$ $$$$$ $$$$$ $$$$$ ~ $$$$$ $$$$$ $$$$$ ~~~~~ $~ $ $ iJ ""1$.,'..,, "" ~~ 9 X::;'"' <$:":_;",,, v ~ ilBlJ ilBlJ ilBlJ ilBlJ ilBlJ ,ilBlJ E!:1J B E5 El 8 El El B w z 5 ffi c z ~ Sl ilBlJilBlJilBlJilBlJilBlJE!:1JilBlJ B El B 8....8 B B M ilBlJilBlJilBlJilBlJ@J@JilBlJ [8J ElB8ElB88 ~ ilBlJ @J ilBlJ~@J ilBlJ @J ilBlJ [8J!'.(. @lJ @lJ @lJ @lJ @lJ @lJ @lJ N ElBB888B @lJ@lJ@lJ@lJ@lJ@lJ@lJ El 15 B E5 El El El @lJ @lJ @lJ I$B ~@lJ @lJ @lJ rr-B ~ B B 8 B B "'~ @lJ @lJ @lJ @lJ Ii5.l1i1l LQJ~ .Z-,6- - D ~',"~~i~ ~ .O-.OS .0-.002 62 C,) ~. -:.....: -.: "j ~~; Ill.. ~~ .\11 e: ~ III ~ e ~ 'fi ~ .8 ~ ~ 1;: ~ ~ i '" ~ c i ~ ~ ~ 9 is ~ w ill gj ~ ~ ~ I ~ a: K! l!: ~ ~ fj; <> ~ i ~ gj w <> ~ M 5 '" ~ "' ~ ~ ! N ! ~ ., .0-,09 - o , ~ EXHIBIT 3.1.2 (page 5 of 12) w z is 'r R w 2 -0'''-01 - ~ => '" 0 , R .0-,S81 ~ G. - <0> i:l!I$>/ <0> <0> <0>~<0> 0 r-..' -,' EtBEtB EtB 4 EtB EtB EtB EtB = = 8 = = = = 8 0 = = = = = = EtBEtBEtB EtBEtB EtBEtB EtB = = = =~= = = 8 = = = = = = = EtBEtBEtB EtBEtB EtBEtBEtB IE IE IE IE IE IE IE IE @J @J @Joo@: @J @J@J @J = = 8 = = = 8 8 = = = = = @J@JQIll @JQIll @JQIllQlll ~ 8 B 8 = 8 = = 8 = = = ". c....." QIll~QIll @J@J QIll , EtB@gf$5 @gEtB EtBf$5EtB ~ 8 B 8 = 8 = 8 8 = = N - f$5 f$5 @g EtBf$5 EtBf$5f$5 0: 0 = = 8 8 = = = 8 0: ~ = = = = = ~ f$5@gEtB @gf$5 EtBf$5 f$5 ~ 0 '0 is ., IE , '" f;l " IE IE IE IE IE IE IE ~ fil QIll@J QIll @JQIll @J@J QIll 0 = = = = = = = = = = = = = = = = ~b @J QIll @.Boo@: QIll @.BQIll@.B = = 8 = = = 8 8 = = = = = ~ QIll@.B@.B @.B@.B QIll@.B@.B f$5@gf$5 @gEtB @g@l11tB ~ N = ~ = = 8 8 = = = = = = = = = I1tBI1tBI1tB @l11tB 11tB@g I1tB = = 8 = = = = = = = = = = = = 11tB@l I1tB 11tB@l @l11tB11tB IE IE IE IE IE IE IE IE ~~ ~ @l~ ~ @JQIll@J 8 8 = ... c:J = B =.....= = QIll@J@.B @JQlll QIll@J QIll 8 = 8 = 8 = = = = = = = = 0 ~@JQlll@J QIll @J I![] - ,.~@.~ ~ 0 <0> ,,'::: <0> <0> <0>~<0> @. ~ ,,~ .o-os '";'tl-.OO~ .0-,09 o~. ::j ~i .<::<:i lil~l' <Il'l. :9Q.. Eel .!l! E ~ <Il :5 e -e <Il ~ o .Q ~ ~ .. ~ j! ~ ~ I ~ ~ ~ I ~ ~ ~ ~ ; ~ ~ ~ OJ t; ~ ~ ~ N ~ ~ ~ ~ 'T . EXHIBIT 3.1.2 (page 6 of 12) w z 5 0 , g w z 2 I~ '" ~ .O-,Sl 1,( '" .. '9 g - 1 .O-,Sll L ~ ~ ~ ~~ ~ - @i @i @i @i @i @i @i D 8 = = = = 8 = = = = = = @i @i @i @i @i @i @i 8 = B...EJ = = 8 = = = @i @i @i @i @i @i @i ~ ~ ~ ~ ~ @i @i @i @i @i @i @i '" = = = = = ! ~ 8 = '0 = = = = = = z I$l I$l I$l , ~ I$l I$loo@l I$l ~ M 8 8 8 8 8 = = !il = = fa c><:J c><:J @i I$l I$l I$l I$l I$l I$l ~ N @J @J @J @J @J @J @J 8 = 8....8 = = 8 = = = @J @J @J @J @J @J @J 1~ 8 = = = 8.. = = = @J @J @J @J~ - -"m@~ D ~@> ~ ~~~ ~ . . o. .0 ,os . ,09 .0 .oo~ 64 (,) ~. ::j .. t' .c::<: ~~l' Qlll. :9Q. EO .!l! E l!1 QI :E ~ QI g o .Q ~ Il5 ~ .. " z ~ co ~ '" z II! ~ '" " ~ ~ ~ ~ .. i ~ ~ ~ i!5 0; .. ~ z 8 ~ 5 '" '" ~ OJ l;; I ~ N ~ I ~ - I I I '~I ~ w 2 a: w ~ ~ => .. " .O~.~l !lI DE o ~, .....:.....::: .~ -..: '} 'e .c:<: ai~i CDIl. ,oil. l-t EO .!1! I E ~ , CD -s e -e CD -i g II 0 II .Q I I I I " c ,,0-.061 $$~$~ $J~$J~$3 $J~$l$~ $3~$l$$J ~~$l~$ ~ $5 $5 $3 $5 $5 " ~ $5 $5 $5 $3 $3 ~ ;i! => $5 $3 $5 $5 $5 ~ ~ $5 $5 $5 $5 EEl i $5 $5 $3 $5 iJ '" => " @~ Q D OS> "OS> OS> i .@i ~ D ~ @iE @iE @iE @iE @iE I$J @iE = = = = = = 8 ~ = = = = = = w @iE @iE @iE @iE @iE~!/Eli I$J ~ ~ = = = = = = = 15 = = = = = = = ~ @iE @iE @iE @iE @iE @iE @iE I ~ .. = = = 8 = = = ii iZ = = = = = = !/Eli @iE @iE @i @iE @i @iE I w ~ ~J ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ @iE @iE @iE @iE " = = = 8 I :;; 0 = 0 = = = a: -i,@iE Wi Wi Wi Wi~Wi Wi a: ~ w w ~I EO = = = = = Q ~ " z z EO z => g = = = = = g ~ 0 ~ @iE Wi @i @i Wi Wi @iE IS " Sl " = 8 = = = = = Sl 0 .,:. = = = = = = ~ N1Wi Wi Wi Wi !/Eli @iE Wi is ;;; ~ ~ ~ ~ ~ ~ " w @ii @ii @ii @ii @ii @ii @ii ~ " = = = = = = = ~ = = = = = ~ = = !; @ii @ii @ii @ii @ii@ii @ii '" = = = = EO = = ~ = = = = = = ~ I @ii @ii @ii @ii @ii @ii @ii iil :~ = = = = = I = = = = = @ii @ii @ii @ii~" lL Do~.6 N @@ I;; w - 0s>65& . .,...i... OS> "os> w I D I!' ~@ " E - Q- .G~ 'I JC o~ (lQ o , ~ EXHIBIT 3.1.2 (page 8 of 12) w z is 0 , 'R "D~.Sl ~ W ~ '0 ~ , 'R iil i~ <:Y .(iIl <:y <:y 0 ~~.'.~ ~ @J @J @J @J~ = Ei = = = <:y = = = ~ = n @J @J @J @J@J ~ = Ei = = = ~ = = = = <:y '" ~ N @J @J @J @J @J W 0 ~ l'<'J l'<'J , z @J @J @J @J @J - ~ &l = = = = = S! = = = = = <:y @J @J @J @J @J :!~ = = = = =~= @J @J @J <:y ,,>;-,6 JI <:y <:y~ <:y <:y J .t-.O~l l . - - 0-09 .0 ,OS ,,0 ,DOl 66 I:! ~J ~....'"' -: "j .c::" 15~i (I)'>. ,Q'>. Eel .!!! E l!! (I) :5 e -e (I) ~ 0 .Q ~ <D '" => ~ 0 z ~ '" ~ '" z w '" 0 ~ ;; " ~ w ~ <D 1); lZ ~ ~ ~ I ~ ~ ~ ~ ~ i5 1); '" w " z 8 ~ ~ ~ ill ~ ~ Ii; N ~ ~ ~ ~ o , .. EXHIBIT 3.1.2 (page 9 of 12) w 8 :, ~ '" . t .O-,S? W ~ 9 ~ ~ iil - <:Y .(i!)j <:y <:y 0 @.,..'.. @l'~ ~ @i @i @i @i~ = = = = = <:y = = = = = @i @J @i $i~@i ~ = = 8 Ei 8 lli = = <:y '" 0 @i @i"'itE $I @i 9 i!l z z ~ @J @i @J @J @J ~ ~ &l = = = 8 = S! = = = = <:y @J @i @J @J @J 9~ = B.....B = ^, @J @J @J <:y .S-,6 <:y <:y '" <:y <:y J .O-,OSl t - _0-,09 .0 ,os .0 ,DOl 67 -~~~ -: OJ' f;~ ~...' !~l Eel .!l! E l!! (I) :5 e ~ "fi ~ ~ tI! <D '" => ~ 0 I ~ ~ '" " ~ ~ ~ ~ ~ ~ I ~ ~ ~ ~ ~ i5 1); 1ll z 8 ~ 5 '" ~ w ~ ~ N W W ~ ~ ~ ~ - EXHIBIT 3.1.2 (page 10 of 12) 9 ~ 0 ~i , oa-.szU'. 0 w ~ 0 ~ , ~ ~ iil - 0 <:S> <:S> <:S>~<:S> <:S> - 0 @i@i$i @i@i @J $I = 8 8 = Ei = = = = = = $1$1 @i $i@J $I @J = 8 8 = = = = ~ = = = = = l'<'J $i$i@i $1$1 $I @i <:S> <:S> <:S> <:S> <:S> ~ @J@J $I @i @J $I $I '" i!l ~ ~ = Ei 8 = Ei = = 0 ~ = = = = 0 , $1$1$1 $1$1 $I @i ~ &l = Ei = = = = = S! = = = = = = N $1$1$1 $i@J @i $I l'<'J @i 1ilJ~@i 1ilJ@i IilJ IilJ = = = ~Ei = = = = = = = I IilJIilJ IilJ IilJ @i @i IilJ = 8 = = Ei = = = = = = =~ 0 IilJIilJIilJ @i@i @i~ ~/ 0 <:S> <:S> <:S> <:S> <:S>_ , ~ J .0-,OSI t - - "0-,0,, .O,DOZ .0,09 68 u~, :jOj' .c::" [;l~I' (I)'>. :9~ Eel .!!! E l!! (I) :5 e -e (I) ~ o .Q ~ ., '" => ~ !i! ~ '" ~ ~ ~ is ~ ~ ~ ~ ~ ~ I ~ ~ ~ 8 ~ " ~ i5 ill w " ~ ~ 5 '" ili ~ I i N Sj ! ~ ~ '" - EXHIBIT 3.1.2 (page 11 of 12) 0 , ~ 0 ,1 , .O-,SZUiii .~ w ~ ~ 0 , ~ ~ ill , " ~ - ~~<:S> ~C <:S> 0 $I @J @i @J~ = = = = = = = = = = N @i @J @J $I @J l'<'J B B = B = = = @l @l @l @J @l ~ ~ l'<'J @l @l @l @l @l w = = = = = z = = = = = ~ => ~ @l @l @l @l @l 0 ~ &l = = Ei = = ~ = = = = 18l @l @l @l @l @l 2 IE IE IE IE 18l (flJ'@J (flJ @i (flJ N = 8...8 B = = = (flJ @i (flJ @i (flJ = = = = = ~ = = = = = ~(flJ @i (flJ (flJ - ~'~ 0 <:S> 4 \ "",':_i> <:S> I'..""; I l , , .l-,Sll - - - .0.0'0 .O.Otl .0,09 69 u~, -:......:::i -: "I .c::" 15~i (I)'>. ~~ .!!! E l!! (I) :5 e -e (I) ~ .8 ~ tI! ., '" => ~ 0 R ~ ~ tI! 9 is ~ ~ ill ~ ~ ~ I ~ ~ ~ ~ ~ is ill w " ~ ~ 5 '" ~ ill ! i N I III ~ - EXHIBIT 3.1.2 (page 12 of 12) 0 , ~ , .O-,sz ,I .~ w 2 '" '0 ! , ~ 1- 0 <:S>~<:S> ~..',~ <:S> @l @J @J @l~ = Ei = = Ei = = = N @J @J @l @l @J 18l B Ei = = Ei = = @l @l @l @l @J ~ $I @l m 18l @J @l $I w = 8 = = Ei 8 z = = = lli ~ @l @l @l @l @J 0 z &l = Ei = Ei Ei ~ ~ = = 18l @J @J @l @l $I lil IE IE IE IE 18l (flJ'@ @i (flJ @i N = 8....8 = = = = = (flJ @i (flJ (flJ @i = Ei = = = ~= = = = ~@i (flJ @i (flJ - ,~'..~ 0 <:S> 4 <:S> " '0' J .Z-,SII t - - - .0 ,os .O,Otl .0,09 70 ~ ., !!l ~ 0 z ~ '" ~ '" z ~ '" " ~ ~ ~ ~ ~ I '" ~ ~ ~ ~ ill !l! 8 ~ 5 '" ~ ill ! i N I w i <.:l ~, :j ,j .c::"l [;l~l' (I)'>. ,Q'>. -el E .!!! E l!! (I) :5 e -e ~ o .Q EXHIBIT 3.1.3 Area Chairs Umbrellas Sun Storage I Work Storage Food & Beverage Canopies Facilities Trailers 5th Street 150 50 10 1 0 1 6th Street 150 50 10 1 1 1 7th Street 150 50 10 0 1 0 8th Street 200 60 10 1 1 1 9th Street 275 130 15 1 2 1 1 Oth Street 275 130 15 1 2 1 11th Street 150 35 5 1 0 1 12th Street 150 35 5 0 1 0 13th Street 300 100 15 2 2 1 14th Street 100 30 10 1 1 1 14th Lane 100 30 10 0 1 0 Ocean Terrace 200 70 10 1 2 1 N,S.Q,S. Park 200 70 10 1 2 1 Total 2400 840 135 11 16 10 71 EXHIBIT 3.1.7 Minimum Required Concession Equipment to be available for deployment as of November 5, 2001: ITEM Quantity Standard Lounge Chair ............ 600 Luxury Lounge Chair. . . . . . . . . . . . . . 100 Umbrellas ....................... 30 Sun Canopies ..................... 0 Storage Facilities ................. 10 Dispensing Facilities ............... 0 Food & Beverage Facilities .......... 2 72 EXHIBIT 3.2.1 (page 1 of 3) food & beverage menu Lummus Park I Frozen Grapes Fresh Seasonal Fruit Caesar Salad Chicken Caesar Salad Seafood Salad Salads Price $6,00 $6,00 $5,00 $7,00 $7,00 I Appetizers Shrimp Cocktail Peel & Eat Shrimp Monty's Stone Crabs (Seasonal) $800 $9,00 Market Price Assorted Sandwiches Turkey Wrap Club Wrap Assorted Wraps Cold Sandwiches $4,00 to $6,00 $6,00 $6,00 $6,00 I Hot Sandwiches (to be prepared off-site) Kosher Hot Dog $3,00 Sirloin Burger $6,00 Blackened Chicken Sandwich $7,00 Cuban Sandwich $7,00 Seafood Crepe $7,00 Vegetable Crepe $6,00 Potato Chips $1,00 I Bottled Water Soft Drinks Iced Tea Gator Aid Fresh Juice Virgin Daiquiri Virgin Pin a Colada Iced Cappuccino Virgin Margarita Beverages $2,50 $2,50 $2,50 $300 $3,00 $4,00 $4,00 $3,00 $4,00 I Frozen Yogurt lee Cream Specialty Desserts Cuban Pastries Desserts $3,00 $3,00 $4,00 $2,00 Prices subject to change within 15% range 73 EXHIBIT 3.2.1 (page 2 of 3) food & beverage menu Ocean Terrace I Frozen Grapes Fresh Seasonal Fruit Caesar Salad Chicken Caesar Salad Seafood Salad Salads Price $6,00 $6,00 $5,00 $7,00 $7,00 I Appetizers Shrimp Cocktail Peel & Eat Shrimp Monty's Stone Crabs (Seasonal) $8,00 $9,00 Market Price I Assorted Sandwiches Turkey Wrap Club Wrap Assorted Wraps Cold Sandwiches $4,00 to $6,00 $6,00 $6,00 $6,00 I Hot Sandwiches (to be prepared off-site) Kosher Hot Dog $3,00 Sirloin Burger $6,00 Blackened Chicken Sandwich $7,00 Cuban Sandwich $7,00 Seafood Crepe $7,00 Vegetable Crepe $6,00 Potato Chips $1,00 I Bottled Water Soft Drinks Iced Tea Gator Aid Fresh Juice Virgin Daiquiri Virgin Pina Colada Iced Cappuccino Virgin Margarita Beverages $2,50 $2,50 $2,50 $3,00 $3,00 $4,00 $4,00 $3,00 $400 I Frozen Yogurt Ice Cream Specialty Desserts Cuban Pastries Desserts $3,00 $300 $4,00 $2,00 Prices subject to change within 15% range 74 EXHIBIT 3.2.1 (page 3 of 3) food & beverage menu North Shore Open Space Park I Frozen Grapes Fresh Seasonal Fruit Caesar Salad Chicken Caesar Salad Seafood Salad Salads Price $600 $6,00 $5,00 $7,00 $7,00 I Appetizers Shrimp Cocktail Peel & Eat Shrimp Monty's Stone Crabs (Seasonal) $8,00 $9,00 Market Price I Assorted Sandwiches Turkey Wrap Club Wrap Assorted Wraps Cold Sandwiches $4,00 to $6,00 $6,00 $6,00 $6,00 I Hot Sandwiches (to be prepared off-site) Kosher Hot Dog $3,00 ~=~~ ~OO Blackened Chicken Sandwich $7,00 Cuban Sandwich $7,00 Seafood Crepe $7,00 Vegetable Crepe $6,00 Potato Chips $1,00 I Bottled Water Soft Drinks Iced Tea Gator Aid Fresh Juice Virgin Daiquiri Virgin Pina Colada Iced Cappuccino Virgin Margarita Beverages $2,50 $2,50 $2,50 $3,00 $300 $4,00 $400 $3,00 $400 I Frozen Yogurt Ice Cream Specialty Desserts Cuban Pastries Desserts $3,00 $3,00 $4,00 $2,00 Prices subject to change within 15% range 75 EXHIBIT 3.3 SUNDRIES Beach Toys Children's Beach Toys Hats Lip Balm Misters Rafts $5,00 to $25,00 $5,00 to $25,00 $10,00 to $20,00 $3,00 to $8,00 $10.00 to $20,00 $10,00 to $25,00 Prices subject to change within 15% range 76 EXHIBIT 3.4.1 . , ." beach equipment price schedule by area . ' Lummus Park Waters ports Waverunner (1 person) 1/2 hr. Waverunner (2 people) 1/2 hr. Banana Boat (each) Para-sailing 6 min. Para-sailing 12 min. Para-sailing 15 min. Kayak 1 hr. $65.00 $70.00 $15.00 $40.00 $60.00 $80.00 $25.00 77 i ,-d---, rr Ii EXHIBIT 3.5.1 (page 1 of 2) '~ ~ I ; I 0- o S (I) a- d s: (I) ii! 3 iii' J~g, "(I) "'11) .~o '=>~ i"~ :- ;~.~ ~."O"~.,~~~ i g ,.. ;,'~l~>~n1!e I '.1 ~ F 0 C) ,'=!gc"TI z: ~~r !~!; -<O....Z !llgC:;e . lJ""::aQ= E:oF : --4>-12"0 =i.,O!; ; .i1i..!ll~;! ~izg : 1~5~.", z G)_ C ,.:-o6=fi z."n fii .~ ;: :; m Z Oz :Do "II S ~ m ~ o::mz::a", :Urn -.4"~ " -, I: ~ ~ CD r\!: tn . ~ ::;~>O~ rn!,*_m :J~"'CI Ui ~-f~ .;~~<~ 1"~l3I: ~ :: ,Figg~~",~ ::I ~ ,,_,.:c;';)>~s~ ,C~ 0 -- ,~.- -. t"] ;))., Z a';:~~~-<,,);:':0~ ~ ~ ~ en m o -l o I~ " .~. ~ I rri m r- m < ~ o z '" Q ~ I >.... I~ z i , ~ :;; 78 ----1 , , , , -, ____J I , , >0 ~~ .~ .~ ~~ ~ ~ ~ ",'",-. ...... ::);~ .',-'. ..... .;:-- l I XHIBIT 3.5.1 (page 2 of 2) ~ ~ J ~~ ~ ~ i\ l! ~'il ''"l ~ <: z~ ~~ 0 ~ .~ ~. g 0 ~~ Cl z z m 0 . m . n ~ ~ . r.; " 0 8 c '5 z i\ n ~ 0 ~ 0 ~ ~ g z ~ ~~ ~O~ ~ i\ l! 'iI "'" ~~ ::;: ~g 0 ~ 0 z <::; z m 0 ~ ~ ~V1 n ~ Z 0 n 8 '- ~ . . n 0 " <0 c. ~ " ~ ~ " g . z ~ I _..L , " " 0 , , ;li z , , " " , , , , , " " a ~ ~ o ;li z o ;li z I~ en m r-o' < g f-o' . > ;;:j 0 ~O Z ~Z > 11"-0' ). 13'-0' ~ ~ 0- m 0 ..... c: m g. ~ Cll a. 0 z a So Cll i;l :3 iii' 1 ~"-------, I~& "IlCll "'II> .~(') I'" :r """ ;::.....- "~ c-, j o 8 o ~ " . ~ r-----------.., , , I S'-O' t . J~ b , r-- , , , , . , , , , I U [ ----------- -, ~ 1j ~U -- ------ 0 , , , I I . , I , I '- I , , , , , , , , I , '--- -- -~ - --~ >- L ." ij;; Z ){" -: ~i~: i? ~1 ; :=.,:~~II:I~:dCOC;l ~ _=~.;f:m"i..::"'";:;ll (- i,mc~cil'i: g2 "i ' ~;::: Pi=':: "IJ ~ all '(.~~CWoQ,,~~ m~c h8~Cl;~8G ;! r:1 ~M,,~rri~<'~~g !:ill:! $ocm$::!O:;i t n -" <C .",CI"'-~ - ~ Z t>!j :rI5:",,~... Z " ~~=:a~;11I z 0 _'Oc~~~:i!~ ~"~ ~ ~,;~....... ",:::I " "i~O!:!=ii:l::oS all m~ "Ill: ='=i""1lD m r':D':;t ~';;-<,;:I:I' -,,-<g t en I:~ ~ l;"~~ ~~~ CI'._~ , C'>-~i t1-4;J l \.- ",~~$~S;, 2, ~ ,';>~ --, ... '0 ~~ z_ -~ ~~ . ~ 8 <: 0 0 g g 0 z z ~ " n 0 g '" 'il ~ . . :5 -'!. EXHIBIT 3.6 HURRICANE PREPAREDNESS / EV ACUA TION PLAN Concessionaire agrees that all its storage and dispensing facilities, beach equipment, watersport equipment, and any and all other equipment or other items used in the concession operations under this Agreement will be removed from the beachfront immediately within eight (8) hours of the issuance of a Hurricane Warning by the Miami-Dade County Office of Emergency Management. Such facilities, equipment and items will be stored at 2901 NE 1 " Avenue, Miami, Florida, If such storage location changes, Concessionaire will advise City Manager or his designee, TO BE UPDATED AND RESUBMITTED PRIOR TO NOVEMBER 5, 2001 80 EXHIBIT 4.3 I Minimum Guarantee RFP Year 1 Guarantee (Years 2-5) Monthly Yearly Year Year Year Year Total Monthly Yearly Minimum Minimum 2 3 4 5 Description Percentage Adjustment Guarantee Guarantee Guarantee Guarantee Guarantee Guarantee Guarantee Food & Beverage 15% See Schedule Below 9,375 112.500 118.1251 124,031 I 130,2331 136,744 621,634 750,001 To 1,000,000 16% 1,QOO,001 To 1.250,000 17% 1,250,001 To 1,500,000 18% 1,500,001 To 1,750,000 19% 1,750,001 To 2,000,000 20% 2,000,001 To 2,250,000 21% 2,250,001 To 2,500,000 22% 2,500,001 To 2,750,000 23% 2,750,001 To 3,000,000 24% 3.000,001 To 3,250,000 25% 81