PSA with The Prism Music Group, Inc 219 - 3a8C
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
THE PRISM MUSIC GROUP, INC
FOR THE ACTIVATION AND CULTURAL PROGRAM PLANNING OF
LUMMUS PARK AND RUE VENDOME PLAZA
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PROFESSIONAL SERVICE AGREEMENT
BETWEEN •
THE CITY OF MIAMI BEACH, FL
AND
THE PRISM MUSIC GROUP, INC.
FOR THE ACTIVATION AND CULTURAL PROGRAMMING OF LUMMUS PARK AND RUE
VENDOME PLAZA
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") made on
Ha ac.'k 2 9 , 2019 ("Effective Date"), between the CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation of the State of Florida, having its principal address at 1700
Convention Center Drive, Miami Beach, Florida, 33139 (hereinafter called the "City"), and THE
PRISM MUSIC GROUP, INC, a Florida for profit corporation, with its principal address 8325 NE
2nd Avenue, #211, Miami, FL 33138 (hereinafter"Prism").
WITNESSETH
WHEREAS, on January 13, 2016, the Mayor's Ocean Drive Task Force Report
recommended activation of Lummus Park with public art and culture as a means to elevate the
Ocean Drive/Lummus Park experience, maintain and improve its commercial vitality, and
enhance the City's reputation as a destination for culture, and recommended identifying an
organization to implement regular cultural programming in Lummus Park; and
WHEREAS, on December 9, 2017, staff from the Tourism, Culture and Economic
Development Department presented a report to the Neighborhood/Community Affairs
Committee Members that outlined possible activations for Lummus Park, including temporary
public art installations, cultural programming, and an artisanal market; and
WHEREAS, on August 15, 2018, a Request for Letters of Interest (RFLI) was issued to
identify an organization that would be able to program activations to improve Ocean Drive and
the immediately surrounding community and create a family-friendly, safe environment without
diminishing its commercial energy, further enhancing its reputation as one of the world's most
iconic destinations and thoughtfully highlighting its internationally acclaimed architecture, park,
and beach; and
WHEREAS, on August 31, 2018, Prism responded to the RFLI and was recommended to
program activations for Lummus Park; and
WHEREAS, Prism is a consultant specializing in strengthening small business growth and
elevating the unique narrative of a particular neighborhood, with a proven track record of building
ground-up movement in Miami's Arts and Entertainment District with monthly events drawing
thousands of attendees, and helping establish the Wynwood Yard as one of Miami's most
supportive venues for nightly live music, to creating a home for local and emerging artists with The
Listening Den at Ace Props Shop and Studio in Little River; and
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WHEREAS, Prism believes in re-branding communities through compelling storytelling,
experimental community events, and building long-term community through culture to elevate
quality of life and collective consciousness; and
WHEREAS, Proposal Documents shall mean City of Miami Beach Request for
Letters of Interest dated August 15, 2018 to identify an organization to provide cultural
programming for Lummus Park, issued by the City in contemplation of this Agreement, and
Prism's proposal in response thereto (the "Proposal"), all of which are hereby adopted by
reference and incorporated herein as if fully set forth in this Agreement. Accordingly, Prism
agrees to abide by and be bound by any and all of the Proposal Documents; provided, however,
that in the event of an express conflict between the Proposal Documents and this
Agreement, the following order of precedent shall prevail: (i) this Agreement; (ii) the RFLI; and
(iii) the Proposal; and further provided that in any case, the precedence will be given to that
term/provision which allows the City to enforce this Agreement in the strictest possible terms,
and/or in accordance with the term(s) most favorable for the City; and
WHEREAS, on November 30, 2018, the Finance and Citywide Projects Committee
recommended a bid waiver for Prism Creative Group to provide similar programming services
for Rue Vendome Plaza; and
WHEREAS, on January 16, 2019 the Mayor and City Commission adopted Resolution
No. 2019-30686, accepting the recommendation of the Finance and Citywide Projects
Committee and the City Manager and waiving, by 5/7th vote, the competitive bidding
requirement, finding such waiver to be in the interest of the City, and further authorizing the City
Manager to execute an Amendment to the City's Agreement with Prism (for cultural program
planning on Lummus Park), in order to include similar programming services for Rue Vendome
Plaza in an amount not to exceed $25,000; and
WHEREAS, accordingly, the City and Prism have negotiated the following
Agreement for the cultural program planning of Lummus Park and Rue Vendome Plaza.
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 above recitals are true and correct and are incorporated herein by reference as part of this
Agreement.
SECTION 1. TERM.
1.1 The initial term of this Agreement shall be for a period of one (1) year,
commencing on the Effective Date (which shall be defined as the date of execution of
this Agreement), and ending at 11:59 p.m. on the first (1st) anniversary of such
Commencement Date. At the City Manager's sole and absolute discretion, and
provided further that Prism is not in default under this Agreement, the City may extend
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the term of this Agreement, for three (3) additional one (1) year renewals. For purposes
of this Agreement, "Term" shall mean the initial term and any renewal term, if
approved by the City Manager, at the City Manager's sole and absolute discretion.
1.2 For purposes of this Agreement, the first "Contract Year" shall be defined as
commencing on the Effective Date and thereafter continuing for twelve (12) full calendar
months, ending on the last day of the 12th full calendar month. Thereafter, each
subsequent Contract Year shall be defined as that certain 365-day period commencing
on the first day of the calendar month following the end of the prior Contract Year.
SECTION 2. PROGRAM AREA AND PROGRAM SERVICE ZONE.
2.1 The City hereby grants to Prism the non-exclusive right, during the Term of this
Agreement, to perform cultural programming, as described herein, generally, in the
following Program Service Zone and, specifically, upon the following Program Areas
(hereinafter such areas shall be referred to individually as a Program Area, or
collectively as the Program Areas):
2.2 Program Service Zone.
The Program Service Zone shall be defined as Lummus Park, located between 5th and
15th Street and the Rue Vendome Plaza, located between 71st Street and Normandy
Drive, west of Bay Drive and east of Rue Vendome (individually referred to as a "City
Property" or collectively as "City Properties"), as depicted in Exhibit A, incorporated
herein by reference and attached hereto. Any modification to the Program Service
Zone shall be subject to the prior written approval of the City Manager, in its sole
and absolute discretion.
2.3 Program Area.
The Program Area shall be defined as designated by the City Manager or Contract
Manager (as defined herein), in his or her sole discretion, within the Program Service
Zone, to be used exclusively for cultural programming. Within thirty (30) days from the
Effective Date of the Agreement, the City Manager or Contract Manager shall approve,
in writing, a site plan of the Program Area, which will be incorporated herein and
attached hereto as Exhibit B. Any change in the location of the Program Area shall be
subject to the prior written approval of the City Manager, in the City Manager's sole and
absolute discretion.
2.4 Any amendments to any and all Exhibits to the Agreement must be approved in writing by
the City Manager or his designee and, prior to implementation of same, an updated exhibit
shall be incorporated herein. As referenced in this Agreement, the City Manager's
designee shall be the Director of the City's Tourism, Culture and Economic Development
Department ("Contract Manager").
SECTION 3. USES,
3.1 Program Services.
Prism shall curate, operate and manage cultural programming for the Program Areas.
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Programming shall be described as high quality curated events that touch on the
creative pillars of music, cinema, visual arts, wellness, cuisine and the small artisanal
business community, as particularly described in Exhibit "F" (The "Program"). The
Program shall activate and enhance the Program Service Zone and the immediately
surrounding community and create a family-friendly, safe environment without
diminishing its commercial energy, further enhancing its reputation as one of the world's
most iconic destinations and thoughtfully highlighting its internationally acclaimed
architecture, park, and beach. The Program should establish a curatorial vision that
incorporates music, culture, arts and entertainment. Notwithstanding the City's
approval of the Program Areas and future approval of the location of any Facilities (as
defined in subsection 3.2). such approval is given by the City solely in its proprietary
capacity, and not in its regulatory capacity.
Notwithstanding such proprietary City approval, Prism acknowledges and agrees that
proposed locations of a Program Area or the location of a Facility within an agreed
upon Program Area may also trigger and require review and approval by one (or
more) of the City's regulatory bodies. Accordingly, in such circumstances, Prism
shall be required, at its sole cost and expense, to obtain any and all required final,
non-appealable development approvals and/or orders, prior to implementation of said
Facility in the approved Program Areas.
3.2 Facilities.
3.2.1 Operation of the Program shall generally include stages, seating, lighting, booths,
tents, tables, signs, or spaces(s) (collectively, "Facilities"). The Facilities shall
take place in conformance with the site plan approved in Exhibit B. Prism further
agrees that it will not alter or modify its site plan without the prior written consent
of the City Manager or his/her designee.
3.2.2 Prism shall provide, at its sole cost and expense, any and all design services
including, but not limited to, architectural and engineering services, as reasonably
required in connection with the permitting, approval, and installation of the
Facilities.
3.2.3 The design, type, material, and color of any and all Facilities shall be approved in
writing by the City's Planning Department prior to the Commencement Date. A
photo of City-approved Facilities is incorporated herein as Exhibit C. Thereafter,
Prism shall not change, alter, or modify the design, type, material, and color of
any such City-approved Facilities without the prior written consent of the Contract
Manager (and, if so approved, an updated Exhibit C will be made a part of and
incorporated into this Agreement).
3.2.4 The condition and quality of Prism's Facilities shall at all times be maintained in a
manner that is consistent with the condition and quality of similar facilities in first-
class cultural activations. It is the City's intent, and Prism hereby agrees and
acknowledges, to develop and promote a world-class cultural activations similar to
those found in other first-class resort and beach communities comparable to the
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City of Miami Beach. Accordingly, Prism shall, at a minimum, ensure that all
Facilities placed within the Program Area are well-maintained and in usable
condition, but shall also adhere to the high, ongoing maintenance standards for
same, consistent with the aforementioned conditions and standards of quality.
3.3 Additional Facilities.
Notwithstanding any provisions to the contrary herein, and subject further to approval by
the City, which approval shall be at the City Managers sole and absolute discretion, the
City shall be solely responsible for determining the need (if at all) for installation of
additional Facilities on the City Property, based on usage and operational load. In the
event that the City determines, and Prism agrees, that there is a need for
installation of additional Facilities on the City Property, the City, in its sole discretion,
shall determine the additional Program Area (or Areas) for such Facilities, and
Exhibit B hereto shall be amended accordingly to identify any such additional
Program Area(s).
3.4 Removal of Facilities at City's Request.
Notwithstanding the approval of the installation of any Facilities, within a designated
Program Area, the City Manager, at the City Manager's sole and absolute discretion,
may request the removal of any Facilities, when the City Manager, in the City Manager's
sole and absolute discretion, deems that the service of a particular Facility is no
longer required. Except in the case where exigent circumstances exist, which in the
City Manager's reasonable discretion require a shorter response time, the City shall
provide Prism with thirty (30) days written notice of such request ("Request for
Removal"). Upon receipt of a Request for Removal, Prism shall remove said Facility in
conformance of the terms set forth in Subsection 14.7.
3.5 Price Schedules.
Prism agrees that no fees shall be charged to attendees for outdoor cultural
programming. Any changes to these fees must be approved, in writing, by the City
Manager. The City shall have the final right of approval for any change in the fees, but
said approval shall not be arbitrarily or unreasonably exercised.
3.6 Program Activations.
3.6.1 The quality of cultural programming offered by Prism will be first-rate and
comparable to activations available in parks in other first-class resort and beach
communities similar to Miami Beach (or, at a minimum, to the quality of cultural
programming being offered within the City), and more particularly delineated in the
attached Exhibit F.
3.6.2 City Approval of Items.
In the event that the City determines, at its sole option and discretion, that any of
the cultural programs are no longer permitted, then the City may revoke Prism's
right to provide such programming, upon thirty(30) days written notice to Prism.
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3.7 Electricity Usage.
3.7.1 Lummus Park.
At contract execution, it is anticipated that Prism will utilize or require electricity for
Lummus Park. Prism, at.its sole cost and expense, shall provide quiet (whisper)
generators for use of activations requiring electricity. Prism shall not create a fire
hazard or connect to any electric outlets or power sources. Prism must provide its
own power sources, if any is required, and the proposed number and quality of
generators used must be approved in writing by the Contract Manager.
3.7.2 Rue Vendome Plaza.
For Rue Vendome Plaza, Prism shall remit to the City, an amount equal to five
dollars ($5.00) Dollars per day, plus applicable sales and use tax, for each vendor
location that proposes to use electricity.
SECTION 4. COMPENSATION
4.1 Compensation.
4.1.1 Compensation and Schedule of Payments.
City agrees to pay Prism, in the manner specified in Section 4.1.3 and Exhibit E
(Compensation and Schedule of Payments) hereto, the amount not to exceed
Seventy Thousand Dollars and No Cents ($70,000.00), which amount shall be
the total compensation to Prism for the Program.
4.1.2 Invoices
Prism may submit invoices for compensation no more often than on a monthly
basis, but only after the portion of the Work for which the invoice is submitted has
been satisfactorily completed and accepted by the Contract Administrator.
An original invoice shall be submitted to the Contract Administrator within fifteen
(15) days of the end of the month, except the final invoice, which must be
received no later than thirty (30) days after completion of all Work. Invoices shall
designate the nature and portion of the Work performed (percentage of
completion). All invoices must be signed off and approved by the Contract
Administrator as a condition of approval for payment by City. A written program
description report shall accompany each invoice, describing the Work completed
during that period. Photographic documentation demonstrating the Work shall
also be included with each invoice.
4.1.3 Payments
City shall pay Prism (but only for Work satisfactorily performed and accepted by
the Contract Administrator), within thirty(30) calendar days of receipt by the City of
Prism's proper invoice. Invoices shall be submitted by Prism to the City as follows:
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Brandi Reddick, Cultural Affairs Program Manager
City of Miami Beach Tourism, Culture and Economic Development
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
brandireddick@miamibeachfl.gov
4.1.4 Notwithstanding any provision of this Agreement to the contrary, City may, at the
sole and responsible discretion of the Contract Administrator, withhold a portion
of any or all payments due under the Agreement, to the extent necessary to
protect itself from loss on account of inadequate or defective Work which has not
been accepted by Contract Administrator, or which has not been remedied or
resolved in a manner satisfactory to.Contract Administrator.
4.1.5 Payment shall be made to Prism at:
Isabella Acker
Founder and Curator of Culture
Prism Creative Group
8325NE2"d Ave., #211
Miami, FL 33138
Email: isabella@prismcreativegroup.com
4.1.6 Business Tax Receipt.
Prism shall obtain, at its sole cost and expense, any business licensing required
by the City for its proposed operations. For purposes of this Agreement, Prism
shall obtain a business tax receipt for the "Agents, Broker, Dealers..." category.
SECTION 5. CHANGES IN SCOPE OF SERVICES
5.1 Any significant changes in the scope of services for the Program, or location of the Program
Area; or to Prism's compensation; or any other material changes in the terms and
conditions of the Agreement, must be approved in writing as an amendment to this
Agreement; must be executed by the parties; and is further subject to approval by the City
Manager or City Commission, as applicable, prior to implementation of same. City
acknowledges that, due to the nature of his practice, Prism may make changes to the
cultural programming while working on site, but will communicate with the Contract
Administrator about such changes. Any such changes would only require an amendment to
this Agreement if the resulting Program is materially different from the design maquette
approved by City.
SECTION 6. MAINTENANCE AND EXAMINATION OF RECORDS.
6.1 City's Contract Manager.
Except for those responsibilities expressly set forth in this Agreement for, respectively,
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the City Commission and/or the City Manager, the City Contract Manager for purposes of
this Agreement shall be the Director of Tourism and Culture.
6.2 Prism shall maintain current, accurate, and complete financial records (on an accrual
basis) related to its operations herein. Systems and procedures used to maintain these
records shall include a system of internal controls and all accounting records shall be
maintained in accordance with generally accepted accounting principles and shall be open
to inspection and audit by the City Manager or the City's Contract Manager, upon
reasonable prior notice, whether verbal or written, and during normal business hours.
Such records and accounts shall include, at a minimum, a breakdown of gross receipts,
expenses, and profit and loss statements; 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.
SECTION 7. INSPECTION AND AUDIT.
7.1 Prism shall maintain its financial records pertaining to its operations herein for a period of
three (3) years after the expiration or other termination of this Agreement, and such
records shall be open and available to the City Manager or Contract Manager, as deemed
necessary by them. Prism shall maintain all such records at its principal office, currently
located at 8325 NE 2nd Avenue, #211, Miami, FL 33138, or, if moved to another location,
all such records shall be relocated, at Prism's expense, to a location in Miami, within ten
(10) days' notice (written or verbal)from the City.
7.2 The City Manager or Contract Manager shall be entitled to audit Prism's records
pertaining to its operations, as often as he 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 (5%) percent or more in Prism's statement of gross receipts for any year or years
audited, in which case Prism shall pay to the City, within thirty (30) days of the audit
being deemed final by the City, the cost of the audit and a sum equal to the amount of
the deficiency revealed by the audit, plus interest.
7.3 It is Prism's intent to stay informed of comments and suggestions by the City regarding
performance under the Agreement. Within thirty (30) days after the end of each Contract
Year, upon written notice from the City Manager, Prism shall meet with the City Manager
or Contract Manager to review performance under the Agreement for the previous
Contract Year. At the meeting, Prism and City may discuss quality, operational,
programmatic, and any other issues regarding performance under the Agreement.
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SECTION 8. TAXES. ASSESSMENTS.
8.1 Prism agrees and shall pay before delinquency all taxes and assessments of any kind
levied or assessed upon a Program Area or the Program Areas, and/or on Prism by
reason of this Agreement, or by reason of Prism's business and/or operations within a
Program Area or Areas. Prism will have the right, at its own expense, to contest the
amount or validity, in whole or in part, of any tax by appropriate proceedings diligently
conducted in good faith. Prism may refrain from paying a tax to the extent it is contesting
the imposition of same in a manner that is in accordance with law. However, if, as a
result of such contest, additional delinquency charges become due, Prism shall be
responsible for such delinquency charges, in addition to payment of the contested tax, if
so ordered.
Prism shall also be solely responsible (at its sole cost and expense) for obtaining and
maintaining current any applicable licenses or permits, as required for the operations
contemplated in this Agreement including, without limitation, any occupational licenses
required by law for the proposed uses contemplated in Section 3 and for each Program
Area (if required).
8.2 Procedure If Ad Valorem Taxes Assessed.
If ad valorem taxes are assessed against a Program Area or the Program Areas (or any
portion thereof) by reason of Prism's business and/or operations thereon, Prism shall be
solely responsible for prompt and timely payment of same.
SECTION 9. EMPLOYEES AND INDEPENDENT CONTRACTORS.
9.1 Prism's Employees.
9.1.1 Prism shall select, train and employ such number of employees or
contractors as is necessary or appropriate for Prism to satisfy its responsibilities
hereunder. Prism shall be the sole authority to hire, terminate, and discipline
any and all personnel employed by Prism. Prism shall use its best efforts to hire
employees and/or contractors for the Program from City of Miami Beach cultural
institutions.
9.1.2 Prism's Contract Manager.
Prism shall designate a competent full-time employee to oversee the day-to-
day operations, and who shall act as the contract administrator for the
Program and serve as Prism's primary point-person with the City. This individual
shall have the requisite amount of experience in operating, managing, and
maintaining the Program and operations contemplated herein. The employee
shall be accessible to the City Manager or Contract Manager at all reasonable
times during normal business hours (8:00 A.M. to 5:00 P.M.) to discuss the
management, operation, and maintenance of the Program, and during the
hours of 8:00 A.M. and 2:00 A.M. in the event of an emergency. Consistent
failure by the employee to be accessible shall be reported to Prism's principal(s),
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and if not rectified, shall be grounds for replacement of the employee.
9.1.3 Identification Badges.
Prism's employees and/or contractors shall wear identification badges
approved by the City Manager or Contract Manager, during all hours of operation
when such employee or contractor is acting within the scope of such
employment or such contractor relationship. All employees and/or contractors
shall observe all the graces of personal grooming. Prism shall hire people to
work in its operation who are neat, clean, well groomed, and who shall comport
themselves in a professional and courteous manner. Prism and any persons
hired or otherwise retained by Prism, shall never have been convicted of a felony.
9.2 Vendor Selection / Priority for Miami Beach Merchants and Cultural Organizations
9.2.1 Prism shall be solely responsible for the selection, oversight, and supervision of
any vendor operating within the Program Area as part of the Program. Prism will
endeavor to match vendors and programming with appropriate locations.
9.2.2 Prism shall offer City-licensed merchants and Cultural Organizations the
opportunity to participate as vendors or cultural producers Prism will use best
efforts to ensure that City-licensed merchants and Cultural Organizations are
contacted and that marketing of programming availability is disseminated
throughout the City, including, but not limited to, advertising in print newspapers,
journals, websites, etc.
9.2.3 Prism will keep and make available to the City for inspection, upon notice by the
City, detailed vendor records, including vendor name, address, telephone
numbers, qualifications, experience, and the proposed goods and services to be
offered for sale by its vendors.
SECTION 10. SCHEDULE OF OPERATION.
10.1 Project Schedule.
Within thirty (30) days from the Effective Date, Prism and City shall mutually agree
upon a detailed written schedule for the Program. Said schedule, when completed,
shall be attached and incorporated as Exhibit F hereto (as approved, the "Program
Schedule"). The Program Schedule, or specific dates therein, may be extended by the
City Manager or Contract Manager, in writing, in his or her sole discretion, upon
written request from Prism, which notice shall state the reason for the request and
the anticipated period of time requested.
10.2 Prism shall operate the Program in accordance with the schedule outlined below,
weather or events of force majeure permitting.
10.2.1 Day of Operation: To be determined based on Programmatic needs
10.2.2 Hours of Operation:
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Set-Up: No earlier than 8 AM
Move-Out: No later than 11 PM
10.2.3 During the move-out period, Prism will remove all Facilities and any other items
used in connection with its programmatic operations
10.3 Changes to Operational Days and/or Hours.
10.3.1 If the City Manager or Contract Manager deems that changes in demand require
modification of Program operation's, the City shall provide Prism with a minimum
of two (2) weeks prior written notice before implementing a specified change in
operation.
10.3.2 If Prism desires a change in the Program's days or hours of operation, Prism
shall provide the City with a minimum of two (2) weeks prior written notice
requesting said modification of operational days or hours. Such request by Prism
shall be subject to the City Manager's written approval, which shall not be
unreasonably withheld.
SECTION 11. MAINTENANCE. REPAIR and OPERATION.
Prism accepts the use of any and all Program Areas provided in this Agreement "AS
IS," "WHERE IS," and "WITH ALL FAULTS," existing as of the Effective Date.
11.1 Prism accepts the use of any and all Program Areas provided in this Agreement "AS
IS," "WHERE IS," and "WITH ALL FAULTS," existing as of the Effective Date.
In addition to the specific procedures set forth in Subsection 3.2 for the design,
fabrication, construction, and installation of the Facilities, Prism shall also be solely
responsible (including cost) and shall pay for the design, fabrication, construction,
and installation of any and all Program Area improvements to a Program Area or
Areas, including all site preparation costs, with the exception of the electrical system
installation, as defined in Subsection 3.2.3.
11.2 Public Right-of-Way.
The City and Prism agree and acknowledge that the public's use of the public right-of-
way is a prime consideration and must be balanced accordingly with Prism's proposed
operations. The right-of-way is for the use and enjoyment of the public and the public's
right to such use shall not be infringed upon by any activity of Prism. Upon execution of
this Agreement, Prism acknowledges that all of the rights-of-way within the Program
Area are public, and as such, Program operations for Lummus Park must not restrict, or
appear to restrict, access to the general public, or in any way limit the public nature or
ambiance of the adjacent area. Prism will conduct its operations so as to maintain a
reasonably quiet and tranquil environment for the adjacent area, and make no public
disturbances.
No vehicular traffic or parking will be permitted on the public right-of-way or the Program
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Area unless specifically authorized. Vehicles and trailers belonging to Prism, including its
employees, contractors, agents, vendors, and/or other third parties, shall be permitted on
the street adjacent to the Program Area and public right-of-way on Ocean Drive (for
Lummus Park) only for set up and removal of the Program operations, and any and all
such vehicles must be removed from the public right-of-way immediately thereafter.
Anyone operating a vehicle for these purposes shall have a current and valid driver's
license.
The bagging of parking meters for the Program is not permitted. If use of parking spaces
within the Program Area is needed in connection with the operation of the Program, and
approved by prior written consent of the City Manager or his/her designee, Prism will be
required to pay for appropriate costs associated for the bagging of parking meters.
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11.3 Orderly Operation.
Prism shall maintain a neat and orderly operation at all times and shall be solely
responsible for the necessary housekeeping services to properly maintain the
Program Areas and any Facility thereon.
11.4 Maintenance/Repair.
During the Term, Prism, its employees, agents, contractors and vendors may enter
upon the Program Service Zone only during the operational times listed in Subsection
9.2, for purposes of installing, inspecting, servicing, and maintaining the Program Area.
Prism, at its sole cost and expense, shall install, inspect, service and maintain the
Program Area (as required to operate the Program) including, without limitation, the
Facilities.
Prism shall be solely responsible for the day to day operation, maintenance, and
repair of the entire Program Area and Facilities. Prism shall maintain the Program
Areas and any Facilities thereon in good condition and proper working order. Prism
shall keep all Program Areas and Facilities free of graffiti.
11.5 Garbage Receptacles.
With respect to litter, garbage, and debris removal, Prism shall also provide, at its sole
cost and expense, receptacles within the confines of the Program Area, and shall
provide a sufficient number of these receptacles for use by Prism, its vendors, and the
public that patronizes the Program. Determination of the number of receptacles shall be
within the Contract Manager's sole discretion and Prism agrees to be bound by same.
Disposal of the contents of said receptacles and removal of litter, garbage, and debris
within the Program Area shall be accomplished by the end of the day on all days of
operation. Any costs for removal of the contents of said trash receptacles by the City, as
a result of the Prism's failure to do so, shall be passed onto Prism. The dumping or
disposal of any refuse, trash, or garbage, generated by or as a result of the program
operations, into any City trash receptacle by Prism, including its employees, contractors,
or vendors, is strictly prohibited.
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11.6 Pressure Cleaning.
Prism agrees to reimburse the City for the cost and expense of pressure cleaning the
Program Area, including all abutting sidewalks and public rights-of-way adjacent thereto,
in the annual amount of One Hundred ($100.00) Dollars, if necessary.
11.7 Emergency Evacuation Plan.
Prism agrees that the Facilities and any other items used in its programmatic operations
will be immediately removed from the Program Area upon the issuance of a hurricane
warning by the Miami-Dade County Office of Emergency Management, and stored by
Prism at a private, off-site location.
11.8 No Dangerous Materials.
Prism agrees not to use or permit 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, on or within any
of the Program Areas, or on any City property and/or right of way.
Prism shall indemnify and hold City harmless from 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 Prism of any "hazardous
substance" or "petroleum products" on, under, in or upon the Program Areas as
those terms are defined by applicable Federal and State Statute, or any
environmental rules and environmental regulations promulgated thereunder; provided,
however, Prism 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 10.8 shall survive the termination or earlier expiration of this Agreement.
11.9 Inspection.
Prism agrees that any Program Area (including, without limitation, any Facility thereon)
may be inspected at any time by the City Manager or Contract Manager, or by
any other municipal, County, State officer, or officers of any other agency(ies) having
responsibility and/or jurisdiction for inspections of such operations. Prism hereby
waives all claims against the City for compensation for loss or damage sustained by
reason of any interference with the program operation as a result of inspection by
any public agency(ies) or officials, (including, without limitation, by reason of any such
public agency or official in enforcing any laws, ordinances, or regulations as a result
thereof). Any such interference shall not relieve Prism from any obligation hereunder.
11.10 Management and Security.
11.10.1 Prism shall be solely responsible providing any security, as it may deem
required in its judgment and discretion, to protect the Program Area and any of
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the facilities and vendor goods, merchandise and/or other property. Under no
circumstances shall the City be responsible for any stolen or damaged goods,
merchandise, Facilities, and/or any other property, nor shall City be responsible
for any stolen or damaged personal property of Prism's employees, contractors,
vendors, patrons, guests, and/or other third parties.
11.10.2 Supervisory Manager.
Prism shall provide an onsite supervisory manager in the Program Area at all
times during which programming is occurring. Prism's supervisory manager
must also be present during the set-up and move-out periods.
11.10.3 Policing Services.
Prism agrees to provide off-duty police services ("Policing Services"), as
required pursuant to City policy or applicable law, at such time or as may be
required in special circumstances as they may arise. Upon contract execution,
Prism is required to provide one off-duty police officer during all program
operational hours. Should the City, in its sole discretion, hereinafter deem that a
modification to the Policing Services is warranted, the City shall provide notice to
Prism, who shall immediately thereafter implement said modification to the
Policing Services.
11.11 Nonexclusive Use.
Prism understands and agrees that there exist other businesses, establishments,
operations, and events which are ongoing, or may occur from time to time, within or in
close proximity to the Program Area. As such, Prism agrees that it will use its best efforts
to cooperate and coordinate with said businesses, establishments, operations and events
so as to minimize the impact to the respective parties.
11.12 Conflict Resolution.
11.12.1 Prism recognizes and understands that conflicts may arise with or among one or
more of the following parties during the Term of this Agreement: Ocean Drive
merchants, businesses, or residents; vendors; the general public; and/or Prism.
11.12.2 In the event that the City receives notice of any conflict, whether verbally or in
writing, the City will communicate said information to the Prism as quickly as
practicable. In the event of a conflict between Prism and any of the
aforementioned entities regarding any of Prism's operations, upon Prism's
receipt of notice of same, whether written or verbal, resolution of said conflict
shall be addressed in the following manner:
1. Prism shall meet with the conflicted party and endeavor, using its best
efforts and good faith, to resolve the conflict to the satisfaction of all
parties concerned within fourteen (14) calendar days from receipt of
notice.
2. In the event the conflict cannot be resolved as stated in Number 1 above,
then Prism shall provide written notice to the conflicted party, (with copy
to the City Manager's designee) with a date on which to meet with the
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designee shall endeavor to set a meeting date within fourteen (14)
calendar days of receipt of a copy of the written notice to the conflicted
party.
3. In the event the resolution recommended by the City Manager's designee
is not acceptable to the Prism or the conflicted party, the City Manager's
designee shall inform the City Manager, and provide him with the
pertinent details of the conflict. The City Manager may make a
determination as to whether he concurs with the designee's
recommendation; offer an alternate resolution;. or choose to meet with
Prism and the conflicted party to get additional information prior to
making a final determination.
Notwithstanding the foregoing, the City Manager's final determination, will be
binding upon Prism, and Prism shall agree to be bound by same.
11.12.3 Prism understands and agrees that the foregoing conflict resolution process is
not applicable to any conflict that may arise between the City and the Prism
under this Agreement, or to conflicts outside of the City's purview, control, or
jurisdiction.
SECTION 12. INSURANCE.
12.1 Prism shall not commence any work and/or services under this Agreement until all
insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager. Additionally, Prism shall comply with any additional
(including more onerous) insurance requirements prescribed by the Special Event Permit
for each event. Prism shall carry and maintain the following insurance coverages during
the Term of this Agreement:
INSURANCE REQUIREMENT
A. Worker's Compensation Insurance as required by Florida, with Statutory
limits and Employer's Liability Insurance, per accident for bodily injury or disease.
B. Commercial General Liability Insurance on an occurrence basis, contractual
liability, property damage, bodily injury and personal & advertising injury with limits
no less than $1,000,000 per occurrence.
C. Automobile Liability Insurance covering all owned, non-owned and hired
vehicles used in connection with the work, in an amount not less than $1,000,000
combined single limit per occurrence, for bodily injury and property damage.
D. Professional Liability (Errors & Omissions) Insurance appropriate to the
Consultant's profession, with limit no less than $1,000,000.
12. 2 Additional Insured Status
The City of Miami Beach must be covered as an additional insured with respect to liability arising
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out of work or operations performed by or on behalf of the Consultant.
12.3 Waiver of Subrogation
Contractor hereby grants to City of Miami Beach a waiver of any right to subrogation which any
insurer of the Consultant may acquire against the City of Miami Beach by virtue of the payment of
any loss under such insurance. Consultant agrees to obtain any endorsement that may be
necessary to affect this waiver of subrogation, but this provision applies regardless of whether or
not the City of Miami Beach has received a waiver of subrogation endorsement from the insurer.
12.4 Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII,
unless otherwise acceptable to the City of Miami Beach Risk Management Office.
12.5 Verification of Coverage
Consultant shall provide the required insurance certificates, endorsements or applicable policy
language effecting coverage required by this Section. All certificates of insurance and
endorsements are to be received prior to any work commencing. However, failure to obtain the
required coverage prior to the work beginning shall not waive the Consultant's obligation to
provide them. The City of Miami Beach reserves the right to require complete, certified copies of
all required insurance policies, including endorsements required by these specifications, at any
time.
12.6 Special Risks or Circumstances
The City of Miami Beach reserves the right to modify these requirements, including limits, based
on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder
CITY OF MIAMI BEACH
do RISK MANAGEMENT
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FL 33139
Compliance with the foregoing requirements shall not relieve the Consultant of his liability and
obligation under this section or under any other section of this agreement.
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SECTION 13. INDEMNITY.
13.1 Prism shall indemnify, hold harmless and defend the City, its officials, directors,
members, employees, contractors, agents, and servants from and against any and all
actions (whether at law or inequity), claims, liabilities, losses, and expenses, including,
but not limited to, attorneys' fees and costs, for personal, economic or bodily injury,
wrongful death, loss of or damage to property, which may arise or be alleged to have
arisen from: (1) wholly or in part from the negligent acts, errors, omissions or other
misconduct of Prism, its officers, director, members, employees, agents, contractors,
subcontractors, or any other person or entity acting under Prism's control or
supervision; (2) Prism's breach of the terms of this Agreement or its representations and
warranties herein; (3) the operation of the Program; or (4) the use of the Program Area
Facilities by the City, its employees, guests, (licensees or invitees) or the general public.
To that extent, Prism shall pay all such claims and losses and shall pay all such costs
and judgments which may issue from any lawsuit arising from such claims and losses,
and shall pay all costs and attorneys' fees expended by the City in the defense of
such claims and losses, including appeals.
13.2 Prism shall indemnify, hold harmless and defend the City, its officials, directors,
employees, contractors, agents, and servants from and against any claim, demand or
cause of action of whatever kind or nature arising out of any misconduct of Prism, its
officials, directors, employees, contractors, agents, and servants not included in the
paragraph in the subsection above and for which the City, its officials, directors,
employees, contractors, agents, and servants are alleged to be liable.
13.3 Subsections 13.1 and 13.2 shall survive the termination or expiration of this Agreement.
SECTION 14. FORCE MAJEURE.
14.1 Neither party shall be obligated to perform hereunder and neither party shall be deemed
to be in default if performance is prevented by:
a. Any act or chain of related acts resulting in destruction, vandalism or theft of Facilities
which render at least fifty (50%) percent of the Program Areas unusable at any one
point in time and which is not caused by negligence of Prism;
b. Earthquake; hurricane; flood; act of God; direct act of terrorism; or civil commotion
occurring which renders at least fifty (50%) percent of the Program Areas unusable;
and
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 which
renders at least fifty(50%) percent of the Program Areas unusable.
14.2 Labor Dispute.
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In the event of a labor dispute which results in a strike, picket, or boycott affecting at least
fifty (50%) percent of the Program Areas, Prism 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 Prism of applicable collective
bargaining Agreements (and there has been a final determination of such fact which is
not cured by Prism within thirty(30) days).
14.3 Waiver of Loss from Hazards.
Prism hereby expressly waives all claims against the City for loss or damage sustained
by the Prism resulting from any Force Majeure and Labor Dispute contemplated in
Section 14 above, and Prism 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 15. DEFAULT AND TERMINATION.
Subsections 15.1 through 15.4 shall constitute events of default under this Agreement. An event
of default by Prism shall entitle the 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 15.5.
15.1 Bankruptcy.
If either the City or Prism 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.
15.2 Default in Payment.
If any payment and accumulated penalties are not received within ten (10) days after the
payment due date, and such failure continues five (5) days after written notice thereof,
then the City may, 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.
15.3 Non-Monetary Default.
In the event that Prism or the City fails to reasonably perform or observe the non-
monetary covenants, terms or provisions under this Agreement, and such failure
continues thirty (30) days after written notice thereof from the other party hereto, such
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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 Prism cures any default
pursuant to this subsection, it shall promptly provide the City Manager with written
notice of same.
15.4 The failure of the Program to be operational for scheduled dates shall constitute a
default under this Agreement.
15.5 City's Remedies for Default.
If any of the events of default, as set forth in this Section, shall occur, the City may, after
expiration of the 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 Prism 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
Prism. On the date so specified, Prism shall then quit and surrender the Program Area(s)
to City pursuant to the provisions of Subsection 15.7. Upon the termination of this
Agreement, all rights and interest of Prism in and to the Program Area(s) and to this
Agreement, and every part thereof, shall cease and terminate.
In addition to the rights set forth above, the City shall have the rights to pursue any and
all of the following:
15.5.1 the right to injunction or other similar relief available to it under Florida law -
against Prism; and/or
15.5.2 the right to maintain any and all actions at law or suits in equity or other proper
proceedings to obtain damages resulting from Prism's default.
15.6 If an event of default by the City shall occur, Prism may, after expiration of the cure
periods, as provided above, terminate this Agreement upon written notice to the City.
Said termination shall become effective upon receipt of a written notice of termination by
the City, but in no event shall Prism 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,
Prism shall quit and surrender the Program Area(s) to City pursuant to the provisions of
Subsection 15.7.
15.7 Surrender of Program Areas / Removal of Facilities.
Upon expiration, or earlier termination of this Agreement including partial termination,
Prism shall surrender the Program Areas in the same condition as the Program Areas
were prior to the Effective Date. The City shall grant Prism the right, upon the termination
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or earlier expiration of this Agreement, to enter upon the City Property locations, pursuant
to an agreed upon schedule, executed by the parties, for the removal of the Facilities
contained therein ("Removal Schedule"). Prism shall, at its sole expense and at no
charge to the City, remove all Facilities from the Program Areas, (as well as any other
permanent or fixed improvements installed by Prism): (1) no later than thirty (30) days
after the conclusion of the Term, (or from the date of other termination of this Agreement),
or (2) the scheduled removal date as set forth in the Removal Schedule for each City
Property location, whichever is later, unless a longer time period is agreed to, in writing,
by the City Manager. Prism shall coordinate the removal of the Facilities with the City and
shall also, in conjunction with such removal, at its sole cost and expense, restore the City
Property to its original (or better) condition prior to the Effective Date of this Agreement,
including repairing any damage caused from such removal (the removal of the Facilities
and restoration of the Program Areas shall be collectively referred to herein as the
"removal process"). Prism shall perform the Removal Process in such a way as to
minimize interference with the operation of the City Property.
Prism's obligation to observe or perform this covenant shall survive the expiration or
other termination of this Agreement. Continued occupancy of any Program Areas after
termination of the Agreement (unless otherwise agreed to pursuant to the signed
Removal Schedule), shall constitute trespass by the Prism, and may be prosecuted as
such. In addition, Prism shall pay to the City One Thousand ($1,000.00) Dollars per
day per Program Area as liquidated damages for such trespass and holding over.
15.8 Substitute Performance.
In the event that Prism fails to properly perform the removal of any Facility and
restoration of the Program Areas to their original condition in accordance with the terms
of the Agreement, then the City shall have the right to undertake and/or purchase, as
the City Manager deems appropriate, any such supplies, materials, services, etc.,
covered herein and to charge Prism for all actual costs thereby incurred by the City.
Prism shall be responsible for paying all of said costs.
15.9 Thirty (30) Day Termination for Convenience.
Notwithstanding anything herein to the contrary, the City may cancel this Agreement,
without cause and without liability to the City, at any time during the Term, upon thirty(30)
days written notice to Prism. Upon receipt of the City's notice, Prism shall promptly
commence removal of any and all Facility in accordance with Subsection 15.7 hereof.
SECTION 16. ASSIGNMENT.
16.1 Prism shall not assign all or any portion of its costs or obligations under this Agreement
without the prior written consent of the City Commission, in its sole discretion.
Prism shall notify the City Manager of any proposed assignment, in writing, at least
sixty (60) days prior to the proposed effective date of such assignment. In the event
that any such assignment is approved by the City Commission, the assignee shall agree
to be bound by all the covenants of this Agreement required of Prism.
16.2 Prism shall notify the City Manager or his designee of any proposed transfer, prior to
consummation of same and the City or the City Manager or his designee, as applicable,
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shall respond within thirty (30) days. In the event that any such transfer is approved, the
transferee shall agree to be bound by all the covenants of this Agreement required of the
transferor hereunder. Any transfer 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 under any provision of this
section, unless expressly released by the City, Prism 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 Prism or any transferee of the Prism without proceeding in any way
against any other person.
For purposes of this Section 16, Prism's selection of vendors, artists or cultural
performers shall not be deemed a transfer.
SECTION 17. SPECIAL EVENTS.
17.1 Prism's proposed uses contemplate the production, promotion, or sponsorship by Prism
of special events in the Program Area. As such, Prism shall abide by the City's Special
Events Permit Requirements and Guidelines, as same may be amended from time to
time. For any use, other than those permitted for in this Agreement, a Special Events
Permit may be required and shall be obtained through the City's Department of Tourism,
Culture and Economic Development Department. The City Manager's prior written
authorization must be obtained for any such special event.
In the event that a special event and/or film permit is requested by an entity, other than
Prism, and the proposed special event and/or film production is scheduled to occur within
all or a portion of the Program Area during Prism's hours of operation, Prism agrees to
cooperate with the City and the special event permit applicant to allow use of the Area
during the period of the special event, including set-up and break-down time.
17.2 City Special Events.
Notwithstanding Section 16 hereof, and in the event that the City Manager, in his/her sole
discretion, deems that it would be in the best interest of the City, the City reserves the
right to displace Prism for City produced special events and/or other City produced
productions. In such cases, the City may request that Prism cease and desist operations
during the time of, and in the area of, the special event and/or production, and Prism shall
not operate during said time. If Prism is not required to close, Prism shall only be allowed
to have in operation its normal daily complement of Facilities and vendors. "Normal" shall
be defined as Facilities and vendors that Prism has available for the public. Such
Facilities, Program and vendors shall not be increased during special events and/or
productions without the prior written permission of the City Manager or his/her designee.
Notwithstanding anything to the contrary, if a special event occurs in all or any portion of
any Program Area, Prism shall not be liable for any charge, fee or other expense,
governmental or otherwise, in connection with such special event.
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17.3 Street Vendors/Street Performers.
Any locations within the Program Area identified by the City for non-Prism sponsored
street vendors and/or street performers, in accordance with City Ordinance No. 2002-
3366, as may be amended from time to time, or otherwise in accordance with the City's
respective rules, regulations, and guidelines associated therewith, as same may also be
amended from time to time, are excluded from this Agreement, and Prism shall not
interfere or otherwise prohibit said street vendors and/or street performers' activities upon
such designated portions of the public right-of-way. Similarly, Prism shall not prohibit or
otherwise interfere with the activities of any street vendors and/or street performers who
may not be part of a City of Miami Beach permitted process, but who may have certain
constitutionally protected rights to perform and/or offer for sale their wares on public
rights-of-way.
SECTION 18. SPONSORSHIPS.
18.1 The City reserves unto itself all present and future rights to negotiate all forms of
endorsement and/or sponsorship agreements based on the marketing value of any City
trademark, property, brand, logo and/or reputation. Any and all benefits derived from an
endorsement and/or sponsorship agreement based on the marketing value of a City of
Miami Beach trademark property, brand, logo and/or reputation, shall belong exclusively to
the City. Prism shall be specifically prohibited from entering into, or otherwise creating any,
sponsorships and/or endorsements with third parties which are based solely or in any part
on the marketing value of a City trademark, property, brand, logo and/or reputation.
18.2 It is further acknowledged that the name, likeness, equipment, concepts, logos, designs
and other intellectual property rights of Prism shall remain in the exclusive possession
and control of Prism at all times; provided, however, that Prism hereby grants City an
irrevocable license to use any Prism trademark, brand, and/or logo, for purposes of the
City's promotion of the Program and including, without limitation, the right to use such
trademarks, brand, and/or logo in all media (for such public marketing purposes) whether
now existing or as may exist in the future.
SECTION 19. NO ADVERTISING / PROMOTIONAL ASSISTANCE.
19.1 No Advertising.
Prism understands that City of Miami Beach regulations strictly prohibit advertising on
any part of the Program Area Facilities or the Program Area, and expressly agrees not
to conduct any advertising hereunder unless expressly approved in writing by the City,
in the City's sole and absolute discretion.
19.2 Promotional Assistance.
At the sole option and discretion of the City Manager, the City may place a link to any
website maintained by Prism, including for users to reach Prism and/or learn more
information about the Program. Prism agrees to place a link for the City of Miami
Beach on its website to inform users of the City Property locations for the Program. At
the City's request, Prism shall remove the link or any reference to the Program or City
Property locations. Both the City and Prism agree to make good faith efforts to
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promote the use of the Program within the City of Miami Beach under the terms of this
Agreement. Any placement of advertisement or other form of promotion of the
Program, including City Property locations which are the subject of the Program, shall be
subject to the prior written approval of the City Manager.
SECTION 20. NO IMPROPER USE.
Prism will not use, nor suffer or permit any person to use in any manner whatsoever, any Program
Areas or Facilities thereon, for any illegal, improper, immoral or offensive purpose, or for any
other 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. Prism will protect, indemnify, and forever save and keep harmless the City, its
officials, employees, contractors, and agents 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 Prism,
or any official, director, agent, contractor, or servant regarding the Program. In the event of any
violation by Prism, or if the City or its authorized representative shall deem any conduct on the
part of Prism to be objectionable or improper, the City shall have the right to suspend program
operation should Prism fail to correct any such violation, conduct, or practice to the satisfaction
of the City Manager or Contract Manager within twenty-four (24) hours following written notice
of the nature and extent of such violation, conduct, or practice. Such suspension to continue
until the violation is cured to the satisfaction from the City Manager or Contract Manager.
SECTION 21. NOTICES.
Any notice required to be given or otherwise given pursuant to this Agreement shall be in
writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent
recognized overnight courier service as follows:
If to PRISM: Prism Creative Group, LLC
Attention: Isabella Acker
8325 NE 2nd Avenue, #211
Miami, Florida 33138
E-mail: Isabella@prismcreativegroup.com
If to the CITY: City of Miami Beach
Attention: Matt Kenny, Director
Tourism and Culture
1755 Meridian Avenue, 5th Floor
Miami Beach, Florida 33139
With copy to: City of Miami Beach
Attention: City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
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Notwithstanding the foregoing, the City expressly authorizes Prism to notice its designated
Contract Manager, the City of Miami Beach Tourism, Culture and Economic Development
Director, with a mailing address of 1755 Meridian Avenue, 5th Floor, Miami Beach, Florida 33139
(referred to herein as the Contract Manager) with regard to all matters pertinent to this
Agreement, except with respect to any alleged defaults, which will require notice to the parties
set forth in Section 20.
SECTION 22. LAWS.
22.1 Compliance.
Prism 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.
22.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida. Any civil action arising in any way from this Agreement or the activities
of the parties under this Agreement shall be brought only in a court of competent
jurisdiction located in Miami-Dade County, Florida.
22.3 Equal Employment Opportunity.
Neither Prism nor any affiliate of Prism 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). Prism will take affirmative steps to utilize minorities and females in the
work force and in correlative business enterprises.
22.4 No Discrimination.
Prism agrees that there shall be no discrimination as to as to race, color, national origin,
religion, sex, intersexuality, sexual orientation, gender identity, marital and familial
status, or age, or handicap, in the operations referred to in this Agreement; and, further,
there shall be no discrimination regarding any use, service, maintenance, or operation
within the Program Areas. All operations and services offered in the Program Areas shall
be made available to the public, subject to the right of Prism and the City to establish
and enforce reasonable rules and regulations to provide for the safety, orderly operation,
and security of the Program Areas and improvements and equipment thereon.
Additionally, Prism shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to
time, prohibiting discrimination in employment, housing, public accommodations, and
public services on account of actual or perceived race, color, national origin, religion,
sex, intersexuality, gender identity, sexual orientation, marital and familial status, age,
disability, ancestry, height, weight, domestic partner status, labor organization
membership, familial situation, or political affiliation.
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SECTION 23. MISCELLANEOUS.
23.1 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 Prism.
23.2 Modifications.
This Agreement cannot be changed or modified except by Agreement in writing
executed by all parties hereto. Prism acknowledges that no modification to this
Agreement may be agreed to by the City unless approved by the Mayor and City
Commission except where such authority has been expressly provided herein to the City
Manager or Contract Manager.
23.3 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 Prism's operations, as contemplated herein.
23.4 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.
23.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
23.6 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.
23.7 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.
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23.8 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 Program Area(s) for the
purposes of examining the same for any reason relating to the obligations of parties to
this Agreement.
23.9 Nota Lease.
It is expressly understood and agreed that no part, parcel, building, facility, equipment or
space is leased to Prism, that it is offering professional services and not a lessee; that
Prism's right to operate the program area shall continue only so long as this Agreement
remains in effect.
23.10 Procedure for Approvals and/or Consents.
In each instance in which the approval or consent of the City Manager or Contract
Manager is allowed or required in this Agreement, it is acknowledged that such authority
has been expressly provided herein to the City Manager or Contract Manager by the
Mayor and City Commission of the City. In each instance in which the approval or
consent of the City Manager or Contract Manager is allowed or required in this
Agreement, Prism shall send to the City Manager a written request for approval or
consent (the"Approval Request").
The City Manager or Contract Manager shall use reasonable efforts to provide
written notice to Prism approving of consent to, or disapproving of the request, within
thirty (30) days from the date of Approval Request (or within such other time period
as may be expressly set forth for a particular approval or consent under this
Agreement). However, the City Manager or Contract Manager's failure to consider such
request within this time provided shall not be deemed a waiver, nor shall Prism assume
that the request is automatically approved and consented to. The City Manager or
Contract Manager shall not unreasonably withhold such approval or consent. This
subsection shall not apply to approvals required herein by the Mayor and
City Commission.
23.11 No Waiver.
It is mutually covenanted and agreed by and between the parties hereto that the failure
of the City to insist upon the strict performance of any of the conditions, covenants,
terms or provisions of this Agreement, or to exercise any option herein conferred, will not
be considered or construed as a waiver or relinquishment for the future of any such
conditions, covenants, terms, provisions or options but the same shall continue and
remain in full force and effect. A waiver of any term expressed herein shall not be
implied by any neglect of the City to declare a forfeiture on account of the violation of
such term if such violation by continued or repeated subsequently and any express
waiver shall not affect any term other than the one specified in such waiver and that one
only for the time and in the manner specifically stated.
27
The receipt of any sum paid by Prism to the City after breach of any condition,
covenant, term or provision herein contained shall not be deemed a waiver of such
breach, but shall be taken, considered and construed as payment for use and
occupation, and not as rent, unless such breach be expressly waived in writing by the
City.
23.12 No Third Party Beneficiary.
Nothing in this Agreement shall confer upon any person or entity, including, but not
limited to sub-contractors, other than the parties hereto and their respective
successors and permitted assigns, any rights or remedies by reason of this Agreement.
23.13 No Lien.
In the event any notice or claim of lien shall be asserted against the interest of the City
on account of or arising from any work done by or for Prism, or any person claiming
by, through or under Prism, or for improvements or work, the cost of which is the
responsibility of Prism. Prism agrees to have such notice or claim of lien cancelled and
discharged within fifteen (15) days after notice to Prism by City. In the event Prism fails
to do so, City may terminate this Agreement for cause without liability to City.
SECTION 24. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement placing the operation and management of the
Program 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 Ten Thousand ($10,000.00) Dollars.
Prism hereby expresses its willingness to enter into this Agreement's Ten Thousand
($10,000.00) Dollars limitation on recovery for any action for breach of contract. Accordingly,
and in consideration of the separate consideration of Ten Thousand ($10,000.00) Dollars, the
receipt of which is hereby acknowledged, the City shall not be liable to f Prism or damages
to Prism in an amount in excess of Ten Thousand ($10,000.00) Dollars, for any action for
breach of contract arising out of the performance or on-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 25. VENUE.
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. 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 County, Florida.
28
CITY AND PRINS HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND PRISM MAY HEREIN
AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM AREA(S).
SECTION 26. CONFLICT OF INTEREST.
Prism agrees to adhere to and be governed by the Miami-Dade County Ethics and Conflict of
Interest laws, as same may be amended from time to time, and by the City of Miami Beach
Charter and Code, as same may be amended from time to time, in connection with the
performance of the Services.
Prism covenants that it presently has no interest and shall not acquire any interest, direct or
indirectly, which would conflict in any manner or degree with the performance of the work and
services contemplated in this Agreement. Prism further covenants that in the performance of this
Agreement, no person having any such interest shall knowingly be employed by Prism.
SECTION 27. FLORIDA PUBLIC RECORDS LAW.
27.1 Pursuant to Section 119.0701 of the Florida Statutes, if PRISM meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), PRISM shall:
(a) Keep and maintain public records required by the public agency to perform the
service;
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
this chapter or as otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency;
(d) Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required
by the public agency to perform the service. If the contractor transfers all public
records to the public agency upon completion of the contract, the contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the contractor keeps and maintains public
records upon completion of the contract, the contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of
public records, in a format that is compatible with the information technology systems
of the public agency.
27.2 REQUEST FOR RECORDS; NONCOMPLIANCE.
(a) A request to inspect or copy public records relating to a public agency's contract for
services must be made directly to the public agency. If the public agency does not
possess the requested records, the public agency shall immediately notify the
29
contractor of the request, and the contractor must provide the records to the public
agency or allow the records to be inspected or copied within a reasonable time.
(b) If a contractor does not comply with the public agency's request for records, the
public agency shall enforce the contract provisions in accordance with the contract.
(c) A contractor who fails to provide the public records to the public agency within a
reasonable time may be subject to penalties under s. 119.10.
27.3 CIVIL ACTION.
(a) If a civil action is filed against a contractor to compel production of public records
relating to a public agency's contract for services, the court shall assess and award
against the contractor the reasonable costs of enforcement, including reasonable
attorney fees, if:
a. The court determines that the contractor unlawfully refused to comply with the
public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the contractor
has not complied with the request, to the public agency and to the contractor.
(b) A notice complies with subparagraph (a)2. if it is sent to the public agency's
custodian of public records and to the contractor at the contractor's address listed on
its contract with the public agency or to the contractor's registered agent. Such
notices must be sent by common carrier delivery service or by registered, Global
Express Guaranteed, or certified mail, with postage or shipping paid by the sender
and with evidence of delivery, which may be in an electronic format.
(c) A contractor who complies with a public records request within 8 business days after
the notice is sent is not liable for the reasonable costs of enforcement.
27.4 IF PRISM HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO PRISM'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
SECTION 28. PROHIBITIONS REGARDING EXPANDED POLYSTYRENE FOOD SERVICE
ARTICLES OR PLASTIC STRAWS.
Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August
2, 2014, the City has prohibited the use of expanded polystyrene food service articles by City
Contractors, in connection with any City contract, lease, professional services agreement or
30
Special event permit. Additionally, pursuant to Section 82-385 of the City Code, as may be
amended from time to time, no polystyrene food service articles will be allowed in the right-of-way,
and no polystyrene food service articles can be provided to sidewalk café patrons.
Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded
polystyrene is more particularly defined as blown polystyrene and expanded and extruded foams
that are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any
number of techniques including, but not limited to, fusion of polymer spheres (expandable bead
foam), injection molding, foam molding, and extrusion-blown molding (extruded foam polystyrene).
Expanded polystyrene food service articles means plates, bowls, cups, containers, lids, trays,
coolers, ice chests, and all similar articles that consist of expanded polystyrene.
Prism agrees not to sell, use, provide food in, or offer the use of expanded polystyrene food
service articles at the Program Area or in connection with this Agreement. Prism shall ensure that
all vendors operating in the Program Area abide by the restrictions contained in this Section 27. A
violation of this section shall be deemed a default under the terms of this Agreement. This
subsection shall not apply to expanded polystyrene food service articles used for prepackaged
food that have been filled and sealed prior to receipt by Prism or its vendors.
Additionally, Prism agrees to comply (and ensure compliance by its vendors) with Section 46-92
(c) of the City Code, which states that it is unlawful for any person to carry any expanded
polystyrene product onto any beach or into any park within the City or for any business to provide
plastic straws with the service or delivery of any beverage to patrons on the beach.
SECTION 29. AGREEMENT WITH COCA-COLA BEVERAGES FLORIDA, LLC.
This Agreement is subject to that certain agreement between the City and Coca-Cola Bottling,
commencing on September 1, 2011 and expiring on September 1, 2021, attached hereto as
Exhibit G to be the exclusive provider of non-alcoholic beverages in connection with certain
Facilities (as defined therein), which includes the City Properties which are the subject of this
Agreement. As such, Prism may only purchase, from the City's vendor, the Coca-Cola brand
beverages, as more particularly set forth in the Product List, attached hereto as Exhibit G.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
31
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.
FOR CITY:
Attest: CITY OF MIAMI BEACH, FLORIDA
vC `
Rafael . Gra .a 9, City Clerk .u m i L. Moral-11'i y Manager
%%%%%%%%%%%%%%%%Ili;
��� 01 B ` 11,1+i
Date: L� _.r`e. * . ..i4��0�,`4
y INCORP ORATED:
FOR PRISM: #4 .'.. 1:401
,VV .0)
Attest: h'''7, .. .26� N ."
RISM MUSCI GROUP, INC, a
Florida for profit corporation
i;
1 crAttlZ.
cater
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Zici- , `S Ate,/r
fidevr
Print Name and Title Print Name and Title
Date: 2�ngq
•
APPROVED AS TO
FORM & LANGUAGE
& FOR E ECUTION r G�
32 I� gi- a„-�1J` 1
City Att° ey 4L' Date
List of Exhibits
Exhibit A—Program Service Zone
Exhibit B—Site Plan for Program Areas
Exhibit C— Facilities
Exhibit D- Cultural Programming Proposal
Exhibit E— Payment Schedule
Exhibit F—Program Schedule
Exhibit G- Coca Cola Agreement
33
Exhibit A
Program Service Zone
Lummus Park
Programming to take place between 13th and 14th Street
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Exhibit C
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39
Exhibit D
Cultural Programming Proposal
LUMMUS PARK (13th-14th Street) ($45,000)
Lummus—as an overall initiative sustainability, we will be encouraging vendors not to use
plastic and incorporate recycling around the venue. Additionally, we would encourage
attendees to use alternative forms of transportation by having a bike valet and letting them
know that if they show their uber, lift, or public transportation receipt or bike valet tag, they
will get a drink ticket to be redeemed for a free drink.
Fall 2019- Puppy Brunch-A magical Sunday outdoors and under the park shade
for four-legged and two-legged friends. Featuring a dozen of Miami and Miami
Beach's favorite Brunch eateries and classic dishes, a live music lineup of talented
local acts, kid's activities, and a collection of pup-friendly activations from
accessories and photo booths, to adoptions and more. Plus, hand-crafted sips and
other great treats.
Fall 2019- Sunset Bonfire -With local pop ups fueling crowds, the community
version of the favorite beachside bonfire. 6 multiple fires simultaneously burning
with an open-forum vibe, where locals can sign up to jam with some of the best
musicians in town under the moonlight.
Fall 2019- Motown & Blues - Partnered with local music collectives - not your
average live music festival, where genres not usually implemented on the beach
have a chance to shine featuring funky,jazzy, and soulful acts paired with intimate
vibes, Parkside moments, and local musical favorites.
RUE VENDOME PLAZA- ($40,000)
Propose to take place on Thursdays (i.e., "Third Thursdays" or"Fourth Thursday"
of each month. Prism is confirming dates with musicians.
Soul&Folk at the Fountain "Motown Brunch"-April 28, 2019
- A close-knit musical experience emanating the colorful culture of faraway
European plazas with live trios and acoustic tunes as well as activating the
grassy knoll with vendors and a picnic type atmosphere.
Milonga at the Founatian- May 23, 2019
- Let's fill the Rue with beloved Miami go-to spots featuring classic dishes,
family-friendly activities, live music, and an evening filled with community.
Sweet& Sweat-Rhythm and Flow with Nobe Yoga-June 8, 2019
- A delicious sunset yoga flow on The Rue paired with local DJs or musicians for
a next-level wellness and musical experience as well as a selection of flavorful
dessert vendors.
Timeless Soul- September 5, 2019 •
- A night of live performances, acoustic music, plus a brilliant al fresco selection
of local treats and eats.
40
Exhibit E
Payment Schedule
Compensation and Schedule of Payments
Lummus Park (Total Compensation $45,000)
City shall pay Prism the total sum of Forty-Five Thousand Dollars and No Cents
($45,0000) for Program services at Lummus Park, contemplated in the Agreement as
follows:
Payment#1-Twenty-Two Thousand Five Hundred Dollars and No Cents ($22,500)to be
paid upon the signing of the Agreement.
Payment#2- -Twenty-Two Thousand Five Hundred Dollars and No Cents ($22,500)To
be paid upon completion of programming activities in Lummus Park, as outlined in the
Agreement.
Rue Vendome Plaza (Total Compensation $40,000)
City shall pay Prism the total sum of Forty Thousand Dollars and No Cents ($40,0000) for
the Program services at Rue Vendome Plaza, contemplated in the Agreement as follows:
Payment#1 —Twenty Thousand Dollars and No Cents ($20,000)to be paid upon the
signing of the Agreement.
Payment#2- -Twenty Thousand Dollars and No Cents ($20,000) To be paid upon
completion programming activities in Rue Vendome Plaza, as outlined in the Agreement.
Prism will be paid in accordance with the foregoing specified installments, upon
submission of satisfactory invoices and documentation substantiating satisfactory
completion of the portion of the Work for which payment is requested, upon City's
acceptance of said portion of Work. Additionally, the invoice shall include a written
progress report, with a narrative discussion of all activities in progress during the report
period and projected programmatic activities, including photo and video documentation
where appropriate.
41
Exhibit F
Cultural Activations Schedule
LUMMUS PARK (13th-14th Street)—Three Activations in Fall 2019
Lummus—as an overall initiative sustainability, we will be encouraging vendors not to use
plastic and incorporate recycling around the venue. Additionally, we would encourage
attendees to use alternative forms of transportation by having a bike valet and letting them
know that if they show their uber, lift, or public transportation receipt or bike valet tag, they
will get a drink ticket to be redeemed for a free drink.
Fall 2019- Puppy Brunch
Fall 2019- Sunset Bonfire
Fall 2019- Motown & Blues
RUE VENDOME PLAZA
Propose to take place on Thursdays (i.e., "Third Thursdays" or"Fourth Thursday"
of each month. Activations to begin on April 25, 2019
Soul & Folk at the Fountain
- A close-knit musical experience emanating the colorful culture of faraway
European plazas with live trios and acoustic tunes as well as activating the
grassy knoll with vendors and a picnic type atmosphere.
Brunch Sunny Side Up
- Let's fill the Rue with beloved Miami go-to brunch spots featuring classic
dishes, family-friendly activities, live music, and a Sunday filled with
community.
Sweet & Sweat
- A delicious sunset yoga flow on The Rue paired with local DJs or musicians for
a next-level wellness and musical experience as well as a selection of flavorful
dessert vendors.
Tango &Asado
- Taking it to Buenos Aires for a night of live Tango performances, acoustic
music, and dance classes for the community plus a brilliant al fresco asado
featuring local Argentinian treats and eats.
42
Exhibit G- Coca Cola Agreement
43
ao►�- aq��q
6-3."-KZtl/LL' Execution Version
/ 0an9
COCA-COLA PLAZA
ATLANTA,GEORGIA
Manch 16,2017
City of Miami Beach
Attention:Ms.Gisela Torres
1700 Convention Center Drive,Fourth Floor
Miami Beach,Florida 33139
Re: Sale of the Assets of Coca-Cola Refreshments USA, Inc. to Coca-Cola Beverages
Florida,LLC
Dear Ms.Torres:
Reference is hereby made to that certain agreement(the"Agreement"),dated March 14,
2012, by and among the City of Miami Beach,Florida(the"City"),Coca-Cola Refreshments
LISA,Inc d/b/a Florida Coca-Cola Bottling Company("CCR")and The Coca-Cola Company,
acting by and through Coca-Cola North America,attached hereto as Exhibit A.
As you know from our prior communications,CCR has transferred certain of its assets to
Coca-Cola Beverages Florida,LLC('CC1E"). In connection with such transfer,CCR formally
requests the City's consent to: (i) assign all of CCR's right, title and interest in and to the
Agreement to CCBF,including those rights noted in the Agreement as non-assignable by CCR,
as of February 25,2017(the"Assignment Effective Date')and(ii)CCBF's assumption of all of
CCR's obligations and liabilities under the Agreement from and after the Assignment Effective
Date (collectively, the "Assignment"). CCBF hereby accepts the Assignment and further
assumes and agrees to perform all of the duties and obligations of the Bottler under the
Agreement,subject to the Agreement's terms,from and after the Assignment Effective Date.
By consenting to the Assignment,the City acknowledges and agrees that the Agreement
shall remain in MI force and effect after completion of the Assignment and that there is no
default or breach by any party under the Agreement in connection with,or as a result of,the
Assignment, and the City agrees to release CCR from all liabilities and obligations under the
Agreement arising after the completion of the Assignment.
From and after the Assignment Effective Date, all references to the Bottler or"CCR"
under the Agreement shall be construed to refer to CCBF. The address for notices to Sponsor,
as set forth in Section 10 of Attachment A to the Agreement shall be as follows:
Coca-Cola Beverages Florida,LLC
10117 Princess Palm Avenue,Suite 400
Tampa,Florida 33610
Attention:Thomas Raiford,Executive Vice President
tbenford@cocacolaflorida.com
Classified-Confidmfal �n
With a copy to:
Deborah Pond,Vice President and General Counsel
dpond@cocacolaflorida.com
at the address above
We would greatly appreciate that you indicate your consent by countersigning in the
spacc below.
(Signature pagefollows]
Cteaatfled-Confidcnoni
Execution Version
Sincerely,
THE COCA-COLA COMPANY,ACTING BY AND
THROUGH COCA-COLA NORTH AMERICA
By: $' "'
Nam J.A.M.Douglas,Jr.
Tide: President,Coca-Cola North America
Date: March 16,2017
COCA-COLA REFRESHMENTS USA,INC.D/B/A
FLORIDA COCA-COLALN
BOTTLG COMPANY
By. 4.T -.�.__.,
N8710 J.A.M.Douglas,Jr.
Title: •
President,Coca-Cola North America
Date:
March 16,2017
COCA,COLA BEVERAGES FLORIDA,LLC
By:
Name: Dlt:t
Title: i,if.E
Date: 3 ,1.1 '
. ACCEPTED, CKNOW 'DGED AND AGREED
CITY OF h MI BEAC•FLORIDA
�- -
Name:
Title:
Date: 31 2$I t—]
APPROVED AS TO
FORM&LANGUAGE
ATTEST: &FOR EXECUTION
3 3 ` `
Raf el E.Granado,City lerk r L +
city Attorney ar,,, Date
L_: .
r Signature pagelo.Cay ofMi Miami Beach Consent Letter
•
7/13//i 0?06—.27 7o y
March 14,2012 •
•
• Mayor Matti Herrera Bower • .
Mayor of City of Miami Beach •
1700 Convention Center Drive
Miami Beach,FL 33138
Dear Mayor:
This letter confirms the agreement made by and among the City of Miami Beach. Florida ("City"),
Coca-Cola Refreshments LISA, Inc.d/b/a Florida Coca-Cola'Bottling Company("Bottler")and Coca-Cola North
America. a division of The Coca-Cola Company ("Company", and collectively with Bottler, "Sponsor"), which
sets forth certain exclusive rights granted to Bottler by City,as set forth in the Term Sheet and Exhibits attached
thereto,all of which arc attached hereto as Attachment A.
1, Term Sheet'and Definitive Agreement
The Term Sheet and Exhibits attached thereto are hereby incorporated herein in their entirety. This letter and the
Term Sheet, together with any other attachments referenced in either, will constitute a iegally binding agreement
(the"A reentent')when this letter is signed by all parties in the spaces provided below. All capitalized terms not
defined in this letter shall have the tneanines assigned to them in the Term Sheet. This letter shall prevail in the
event of any conflict between the provisions of this letter and the Term Sheet.
�. A dl,erttiAne Ri<ah:s
(a) City agrees that Bottler'. advertising shall be positioned at all times in such a manner that the
advertising message is in no way obscured(electronically or otherwise)and is clearly visible to the general public.
The Products shall be prominently listed on any menu boards located at the facilities and all Equipment (as such
term is defined herein)dispensing Products shall be prominently identified with the appropriate trademarksilogos.
• (b) City further agrees that all'Products will be dispensed in Sponsor's Equipment and that no other
trademarked,equipment,coolers or containers will be permitted.
3. Product Rights
(a) City shall purchase or shall cause its Concessionaires to purchase,all Products, (and cups, lids and
carbon dioxide, if•applicable)directly from Bottler.
(b) City hereby grants to Bottler the exclusive Beverage rights at the Facilities, except as may be
otherwise provided for in this Agreement and Exhibits,
(c) If City contracts a concessionaire. City will cause concessionaire to purchase front Bottler all
requirements for Beverages (and cups, lids and carbon dioxide, if applicable). Such purchases will be made at
prices and on terms set forth in Bottler's'existing agreement with concessionaire, if any. if'no agreement exists
between concessionaire and Bottler, such purchases will be made at prices and on terms set forth in this
Aereetnent. City acknowledges that there will be no duplication of allowances, funding or benefits (including
pricing)to City or concessionaire if concessionaire has an existing agreement with Bottler.
•
•
•
•
4. Equipment and Service
(a) • Bottler Equipment and Service: During the Term,Bottler will loan to City,pursuant tO the terms of
Bottler's equipment placement agreements,at no cost,that Beverage vendirig equipment reasonably required and as
mutually agreed upon to dispense Products at the Facilities("Bottler Equipment"). In addition, Bottler will provide
at no charge regular mechanical repair reasonably needed for Bottler Equipment,as further outlined in Exhibit 7 to
the Term Sheet. Prior to Bottler's installation of Bottler's Equipment at a particular Facility,the City shall provide
Bottler with written confirmation that it has conducted an inspection of the electrical service at such Facility and
that, based on such inspection, the City finds that the electrical service at the Facility is proper and adequate for
•installation of Bottler's Equipment.Notwithstanding the preceding, if at any time following Bottler's installation of
Bottler's Equipment at a Facility,Bottler's Equipment is damaged as the direct result of defective electrical service
at the Facility, then the City_will reimburse Bottler for the cost of repair or replacement, as the case may be. of
• Bottler's Equipment, pursuant to the filing of a claim with the City's self-insurance fund. Notwithstanding the
preceding. the City shall not be responsible nor liable to Bottler under this subsection for any damages to Bottler's
Equipment which is not caused as a direct result of defective electrical service at a Facility (including, without
limitation, any damage to Bottler's Equipment which is caused due to the negligence or misconduct of Bottler's
employees,contractors,and/or agents,or from any other cause or act other than faulty electrical service).
(b) Fountain Equipment and Service: During the Term, Company will loan to City, pursuant to the
terms of Company's equipment placement agreement, at no cost. that Fountain Beverage dispensing equipment
•
reasonably required and as mutually agreed upon to dispense a quality fountain. Beverages at the Facilities
("Fountain Equipmcnf")(collectively, Bottler Equipment and Fountain Equipment are called "Equipment"). No
ice makers or water filters Will be provided. All Fountain Equipment provided by Company will at all times
•remain the property of Company and is subject Company's equipment agreement, but no lease payment will he
charged. To the extent that Fountain Equipment loaned from Company under this Agreement is located at
Facilities that are owned, controlled or managed by a concessionaire of City or other persons not party to this
Agreement, City will include provisions in its agreements withconcessionaires that
such cone. }.a. recognize that the
Fountain Equipment is owned by Company and that obligates the concessionaires to honor the terms and
conditions such equipme.m agreement. •
• Company (or Bottler) will provide at no charge regular mechanical repair reasonably needed for Fountain
• Equipment. An removal, remodel, relocation or reinstallation of dispensing equipment, flavor changes,
sunlmerize/winterize, line changes, or service necessitated by damage or adjustments to the equipment resulting
from misuse,abuse, failure to follow operating instructions,service by unauthorized personnel, unnecessary calls
"(equipment was not plunged in, CO. or fountain syrup container was empty), or calls that are not the result of
• mechanical failure (collectively "Special Service Calls"), are not considered regular service and will not be
provided tree of charge. Charges for Special Service Calls will be charged at Company's (or Bottler's) then
• current rate and will be invoiced on a semi-annual basis. Charges will include labor, travel time, part,, and • •
administrative costs.
5. Competitive Products Prohibited.
•
• (a) City agrees that it will not knowingly permit any Competitive Products to be sold, distributed,
served, sampled, marketed, advertised, or promoted in any manner at the Facilities,or in association with City,the
Facilities or the City trademarks,during the Term, except as outlined in this Agreement.
(b) City agrees that City will not grant any rights, or enter into any contractual'or other relationship,
•whereby City, the Facilities, and/or the City trademarks will he, or have the potential to he, associated in any
manner,with any Competitive Products,except as outlined in this Agreement and the Term Sheet.
2
•
(c) If City learns of any Competitive Products being marketed,advertised, or promoted in any manner
which implies an association with City. Facilities or City trademarks (hereinaf=ter referred to as "AmbushMarketing"), City will promptly notify Bottler in Writing Of the Ambush Marketing; and also will promptly use its
efforts,and cooperate in good faith with Bottler,to prevent or stop such Ambush Marketing in order to protect the
exclusive associational rights granted to Bottler under this Agreement.
(d) Stiecial Promotional Events Exception. See Exhibit S. • ••
(e) The City will provide Bottler with no'less than thirty(30)calendar days prior written notice of each
event which it intends to designate as a Special,Pronotionat Event.
(I) The private, personal consumption of Competitive Products by athletes,coaching staff, musicians,
actors, comedians, or other entertainment personalities appearing and performing at the Facility is allowed and will
not be considered a Special Promotional Event. City shall use efforts to ensure such consumption is limited to
private areas and may not be permitted in any area of the Facility to which the public or any member of the print or
electronic media has legal access.
•
(g) Product availa'aility at Facilities for private events. A private event at a Facilihr shall mean the use
• of a Facility, either through the rental of the Facility or through the issuance of a City-approved Special Event
Permit, by a person(s) or business entity(ies) (i.e. such as a corporation) which is not open or accessible to the
• general public either free or via a purchased ticket. For example purposes only,private events may include, but not
be limited, to the following: weddings, bar mitzvah/pat mitzvah and corporate events. Product availability and
exclusivity at private events'Shall he handled as follows: Only Products_will be sold. distributed, sampled or'
otherwise served at Facilities at any time. Notwithstanding.the fore•_oing, Competitive Products may be distributed
ributed
at no cost by the user of the Facility to private events,provided that Products will continue to be the only Products
sold,distributed,sampled,or otherwise served by Facilities concession operations.
(h) Product availability at Facilities as it relates to charitable events (including, events produced by
not-for-profit entities with valid tax exemption from the IRS)at Facilities or at City-Permitted Special Events
Relay fbr Life, Aids Walk, American Cancer Society), shall he handled as follows: Only Products will be sold,
distributed. sampled or otherwise ser-ed.at Facilities at any time. Notwithstanding the foregoing. Competitive
. Products may he distributed at no cost by the charitable organization rising the Facility provided that Products
will continue to be the only Products sold, distributed, sampled, or otherwise served by Facilities concession
operations and that Bottler had opportunity to supply Products for the charitable event and declined.
6. Consideration.
(a) Pricing. Pricing(including price increases)will he implemented as outlined
1 �plementedin the Term Sheet.
(b) Credit Card Readers and Funding. Bottler and City will mutually aerce to install credit card
readers in select Beverage dispensers, which are identified as high traffic locations. Bottler will pay for the credit
card readers in an aggregate amount of not to exceed Ten 'Thousand Dollars (SI0,000). This funding will be
•earned over the Terra of the Agreement. City shall have no responsibility to fund,any overage for payment of the
credit card readers should they exceed Ten Thousand Dollars (510,000). Bottler shall he responsible for all
maintenance and repair of the credit card readers. Upon termination or expiration of the Agreement, City shall
return all credit card readers to Bottler.
7. Iratlemarks;_Apoovals.
•
(a) • City acknowledges that The Coca-Cola Company is the owner of all right and tide in the trademar ;"Coca-
Cola° "Diet Coke". "Sprite",•Da SANI","!Minute!Maid","PO VERADE". "Fan'ta""vitaminwater''"Full Throttle-'.
"NOS"and other trademarks of The Coca-Cola Company,and it acquires no rights whatsoever in these hude!narks
3
•
•
•
•
•
•
by virtue of this Agreement. City agrees to submit all proposed uses of The Coca-Cola Company marks to Sponsor
for approval prior to use,but such approval shall not be unreasonably withheld,
(b) Bottler acknowledges that City is the owner of all right and title in the service mark"MiamiBeach"and that
Bottler acquires no rights whatsoever in the service mark by virtue of this Agreement. Bottler shall have the right to .
use the City's service mark during the Term in connection with its marketing activities at the Facilities. Bottler
agrees to submit all proposed uses of City's service marks to City for approval prior to use, but such approval shall
nor be unreasonably withheld.
• S. Termination
(a) Notwithstanding the other provisions of this Agreement, if any'federal,-state or local law, rule,
regulation or order prohibits, restricts or in any manner interferes with the sale or advertising of Beverages at any
'time during the Term of this Agreement, and the City fails to cure such.breach within thirty (30) days following
written notice of same from Bottler then, at its option, Bottler may terminate this Agreethent and City shall (1)
• return any Equipment,and(ii) pay to Bottler the unearned portion of pre-paid Sponsorship Fees for the Agreement
Year in which the termination occurs(pro-rated through the date of termination),if any,as well as any other upfront
funding deemed earned over the Term,if any,prorated through the date of termination.
(h) City represents and warrants that it has full right and authority to enter into this Agreement and to
grant and convey to Bottler the rights set forth herein. In the event prexpiration or revocation of such authority,and
if the City fails,to cure such breach within thirty(30)days following revocation of lull right and authority,then at its
option, Bottler may terminate this Agreement, and City shall (i) return any Equipment; and(ii) pay to Bottler the
unearned portion of pre-paid Sponsorship Fees for the Agreement Year in ‘',hich the termination occurs(pro-rated
through the date of termination), if any,as well as any other upfront funding deemed earned over the Term, if any,
pro-rated through the dare of termination;..
fc) If Bottler breaches any of its material obligations under this Agreement, and fails to cure such
breach within thirty (30) clays following written notice of same from the City. then City may terminate this
Agreement and Bottler shall remove all Equipment from the Facilities,and the City shall be entitled to retain the
earned portion of any pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs(pro-rated
through the date of term ination),i f any;other upfront funding deemed earned over the Term,if any,prorated through
the date of termination;and any fees or payments due for the Agreement year in which the ten?lination occurs,such
as commission fees, if any.
(d) Notwithstanding the above,nothing in this section shall operate to restrict any other remedies that
either party may have against the other in the event of a material breach by a defaulting party.
9. Insurance
•
The Bottler acknowledges that the City is self-insured,as provided in'Attachment B to this Agreement.
Bottler shall, at its sole cost and expense, obtain, provide and maintain, during the Term,the following types and
amounts of insurance, which shall be maintained with insurers licensed to sell insurance in the State of Florida
and have a B+VI or higher rating in the latest edition of AM Best's Insurance Guide:
I) Commercial General Liability. A policy including, but nor limited to, commercial general liability.
including bodily iniury, personal injury, property damage, in the amount of SI.000,000 per occurrence.
Coverage shall be provided on an occurrence basis..
•
4
•
•
•
•
•
2)
Workers 'Compensation per the. statutory limits of the State of Florida and Employer's Liability
Insurance.
•
3) Automobile Liability-51,000,000 combined single limit for all owned/non-ownedrhired automobiles.
Said policies of insurance shall be primary for Sponsor/Bottler's negligence only to and contributing with any
other insurance maintained by Bottler or City. and all shall name City of Miami Beach, Florida as any additional
insured on the commercial general liability and automobile liability policies. Sponsor shall provide thirty (30)
days written no:ice to City prior to policy cancellation.
•
Bottler shall file and maintain certificates of the above insurance policies with the City's Risk Management
Department showing said policies to be in full force and effect at all times during the Term.•
10. Notices
Any notice or other communication under this Agreement must be in writing and must be sent by re�t2istered mail
or by an overnight courier service (such as Federal Express)that provides a confirming receipt. A copy of the
notice must be sent by fax when the notice is sent by mail or courier. Notice is considered duly given when it is
properly addressed and deposited (postale prepaid) in the mail or delivered to the courier. Unless otherwise
designated by the parties, notice must be sent to the following addresses:
(A) Notice to Sponsor.
Coca-Cola Refreshments USA. Inc.dib-a Florida Coca-Cola Bottling Company
3350 Pembroke Road
Hollywood. Florida 33021
Attention: V.P. Market Unit,South Florida
Fax: 954-986-3 173
Ticket Addressee: V.P. Market Unit. South Florida
Fax: 95-1-986-3173
With a copy to: Coca-Cola Refreshments USA, Inc.
2500 Windy Ridge Pkwy
Atlanta,Georgia 30339
Attention: General Counsel
• (13) Notice to City.
City of Miami Beach
1700 Convention Center Drive
•
Miami Beach; Florida.33135
Attention: 1-lilda Fernando
Fax: 305-673-?752 -
1 t- Governing Law
Ibis Agreement and any dispute arising out of or relating to this Agreement shall be governed by and
construed in accordance with the laws of tare State of Florida,without reference to its conflict of law rules.
12. Compliance with Law
5
•
•
Each of the parties hereto agrees that it will, in its performance of its obligations hereunder,,fully comply
with all applicable laws; regulations and ordinances of all relevant authorities and shall obtain all licenses,
registrations or other approvals required in order to fully perform its obligations hereunder.
13. Retention of'Rights
No party shall obtain, by this Agreement,any right,title or interest in the trademarks of the other,nor shall
this Agreement give any party the right to Ace, refer to, or incorporate in marketing or other materials the name,
logos, trademarks, service marks or copyrights of the other, except as may be expressly provided and authorized
• herein..
14. Jung Waiver
EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWIiNGLY, VOLUNTARILY
ASU INTENTIONALLY WAIVES ITS.RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER
LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR
LEGAL PROCEEDING,WHETHER ARISING IN CONTRACT,TORT OR OTHERWISE.
15. Entire Agreement •
• This Agreement and its exhibits contains the entire as eement between the parties with respect to the subject
matter hereof. This Agreement may not be assigned without the prior written consent of all parties; provided.
however, that Bottler may assign this Agreement in connection with its reOrganization or the sale of all or
substantially all of its assets. All amendments to or waivers of this Agreement must he in writing signed by 811 the
parties.
The Coca-Cola Company,acting by and through Cit) of Miami Beach
its Coca-Cola North America Division �iy , �*
3 y: adral(-11i_ Otic/04i
Print vas te: ! / aLZ., ; a)vv.,r •
Print Name: t-5.i�SCty 11 (9diir�"( }(}
• Title: Mayor
Title: S _VP,5 it.P s`i- C�ton 1163 - ---------
Coca-Cola Refreshments USA, Inc.d!b/a Florida
Coca-Cohn Bottling Company
/ ,
I
By: rcy1)-0,u7
+ r
Print Name:
I ()pay rft4 . •
Tide: 1-f,6 0,641aI`t, p. 51224/2, APPROVED AS TO
�`, r_� FORM&LANGUAGE
41�j\l Ek &FOR ..ECUTION
cl ti.,;,3�r!l?�%.TES. r: ..4 torn J
• p t-£-tet. 1 1 k �� t,N1, Date_ ��
.
Attachment A •
TERM SHEET
EXCLUSIVE NON-ALCOHOLIC BEVERAGE AGREEMENT
CITY OF MIAMI BEACH AND COCA-COLA REFRESHMENTS USA, INC.
and COCA-COLA NORTH AMERICA, A DIVISION OF THE COCA-COLA
COMPANY
•
1. DEFINITIONS:
• Bottler: Coca-Cola Refreshments USA, Inc. d/b/a Florida
Coca-Cola Bottling Company
Company: Coca-Cola North America, a division of
The Coca-Cola Company
•
Sponsor: Collectively. ''Bottler" and "Company" •
City: City of Miami Beach
Aareement: Exclusive Non-Alcoholic Beverage Agreement
Facilities: Includes the following Miami Beach property,
including any land, building. structures and/or other facilities
• i thereon: Miami Beach Golf Club; the Normandy Shores Golf
Club; The Fillmore Miami Beach at the Jackie Gleason
Theater (upon the expiration of the current management
i I agreement); the Miami Beach Convention Center; all currently
• existing City of Miami Beach owned parks and recreational
facilities; all currently existing City of Miami Beach owned
public parking garages which are either directly operated by
• the City, through its Parking System, or by a third party who, •
pursuant to a management or concession agreement with the
City, is contractually authorized to operate and manage such
garage on behalf of the City; all currently existing public
beachfront concessions which are either directly operated by •
the City or by a third party who, pursuant to a concession or •
management agreement with the City, is contractually
authorized to operate and manage such concession on behalf
j.of the City; and any additional future Facilities or expansion of
existing or future Facilities, including but not limited to, the
concession facilities at 21St and 46th street and at South Pointe
Park and the Miami. Beach Convention Center facility
•
expansion, except as may be othenv:ise be excluded in the
Agreement.
Beverage_ all non-alcoholic beverages of any kind including but
not limited to coffee products; tea products; concentrated
energy drinks, including those in small serainas; protein-
I enhanced dairy beverages; frozen drinks (e.g. ICEE) and
smoothies made from concentrate; and the pre-mix and/or
post-mix syrups used to prepare fountain Beverages.
"Beverage" or "Beverages" shall not include dairy products
except as noted above (e.g. milk, yogurt, ice cream), water
drawn from the public water supply, or unbranded juice
• squeezed fresh at the Facilities.
• Products: Beverage products purchased directly from Bottler,
• or, with written Bother approval from, or Bottler's authorized
distributor, or sold through vending machines owned and
stocked exclusively by Bottler.
Com•etitive Products: Bevera•es which are not Products.
2. AGREEMENT TERM:
The Term shall begin January 1, 2012 and will continue until
December 31, 2021 (the "Term"). When used in this Term
Sheet, the term "Agreement Year" means each consecutive
twelve-month period during the Term, beginning with the first
day of the Term.
" 3. EFFECTIVE DATE:
January 1, 2012 ,
4. EXPIRATION DATE: I
_ ! December 31, 2021 ` all Facilities
aS �0 .1! -_. •I.l.lca
5. SPONSORSHIP FEE:
i ! 53,725,000 for the Terrn of the Agreement.
••
( • First installment of 5800,000 (includes sponsorship fee for
Agreement Year One and signing bonus) will be paid within
sixty (60) days of execution of the Agreement by all parties.
The portion pertaining to the signing bonus ($475,000) will
be deemed earned over the Term and the portion
pertaining to the sponsorship fee for the Agreement Year
• One ($325,000) shall be deemed earned evenly on a
monthly basis during the first Agreement Year.
• $325,000 due each Agreement Year thereafter during the
Term of the Agreement, due upon the anniversary date of
the Agreement and will be deemed earned over the
Agreement Year. (Subject to purchase of a minimum of
22,500 cases of bottles/cans per year.)
6. COMMISSIONS:
• Commissions to be paid quarterly in arrears by Bottler to City
based upon cash collected less taxes and as per the
Commission Rate Structure according to Bottler's sales
records. (Exhibit 1)
7. COMMUNITY:
SUPPORT! Bottler will provide City with a total of 517,500 in cash for the
2
•
•
•
COMPLIMENTARY purchase of equipment or other products (mutually agreed
PRODUCT: upon)
•
Bottler shall provide City, upon City's request, with up to 450
• standard physical cases of complimentary Product (12 ounce
CSD cans and/or DASANI 12 ounce bottles) per Agreement
year for a Product bank to be used by the City. If City does not
request complimentary Product by the end of each year, any
remaining complimentary Product shall be retained by Bottler
with no further obligation to Account. Bottler will provide
complimentary Product donation report upon Account's request.
8. ADVERTISING &
SPONSORSHIP: Bottler has the exclusive right to advertise Products (i) at the
Facilities and (ii) in connection with the Facilities, No
permanent or temporary advertising, signage or trademark
visibility for Competitive Products are permitted anywhere at the.i
Facilities, except as permitted pursuant to the Agreement.
Advertising rights are further delineated in Exhibit 2. Bottler has
the exclusive right to advertise the Products as the "Official" or
"Exclusive" soft drink, sports drink, dairy-based protein drink,
water, tea, energy drink, and/or juice or juice drink, etc. of the
• Facilities, of the City of Miami Beach and of South teach.
Bottler will be the exclusive advertiser of Products associated
with the Facilities.
• 9. PRODUCT.RIGHTS:
Bottler has the.Exclusive right to sell or distribute Products at
the Facilities. No Competitive Products may be sold, dispensed,
sampled or served anywhere at the Facilities, or on the City's
; public rights-of-ways, except as may otherwise be provided for
1. in this Agreement.
10.EXCEPTIONS:
Except for those Facilities specifically enumerated in Section
1., 'Facilities" shall NOT include any City of Miami Beach
• property (including any City-owned land, buildings, structures,
and/or other facilities thereon) which—as of the Effective
Date—is used, occupied, controlled, and/or managed and•
operated by a third party (or parties) pursuant to any of the
• following agreements between the .City and such third
party(ies): (i) lease agreement; (ii) concession agreement; (iii)
operation and management agreement; (iv) development
agreement; (v) easement agreement; (vi) license and/or use
agreement; (vii) revocable permit; and/or(viii) any other written
instrument between the City and such-third party(ies) which
establishes a contractual right on behalf of such third
party(ies) for the use and/or occupancy of City property. This
shall include, but not be limited to, any City property occupied
by a tenant through a lease or rental agreement (including,
without limitation, leases or rental agreements for office, 1
retail, and/or commercial uses(s) in City-owned`buildings);
any City property managed and operated, and/of otherwise
used, by a third party(ies) pursuant to a management
agreement or concession agreement; private upland owner
• beachfront concessions which are issued a permit by the City
• (and which are neither operated directly by the City, nor by a
third party on behalf of and pursuant to a contract with the
City); sidewalk cafes which are issued a permit to operated
pursuant to the City's Sidewalk Cafe Ordinance, as may be
• amended from time to time; "public-private" projects
developed and constructed pursuant to a Development
Agreement (pursuant to the requirements of the Florida Local
Government Development Agreement Act under Chapter 163,
Florida Statutes); any hotel or retail development related to the
expansion of the Miami Beach Convention Center that is not
managed as part of the Convention Center.operations (e.g.
adjacent commercial retail, hotel, etc.); public bus shelter
advertising managed by a third party under contract with the
• City; and advertising permitted pursuant to the City's current
agreement for the public bike-share concession.
_Notwithstanding the preceding, the City will: i) make
reasonable good faith efforts to meet with the bike-share
• concessionaire and negotiate an amendment to the existing
j bike-share concession agreement, which must also be subject
to agreement by the bike-share concessionaire, to prohibit the i
bike-share concessionaire. from advertising Competitive
Products; ii) if City renews the bike-share concession
agreement with the bike-share concessionaire, then, as a
condition to such renewal, the City Manager will recommend
• that such renewal be conditioned that such renewal include a
term prohibiting the bike-share cOncessionaire from
advertising Competitive Products; and iii) no advertising of
• Competitive Products shall be permitted on bike-share station
kiosks during the Term should the City, after the Effective
Date, approve advertising for placement on bike-share kiosks.
i I Should the City enter into any new bike-share agreements
during the Term, no advertising of Competitive Products shall
be permitted on the bicycles used for that bike-share
agreement(s).
Further, for the following locations which are under a pre-
existing concession and/or use agreement (i.e. in effect prior
to the Effective Date of the Agreement) with a Competitive
Products supplier, those Facilities will come under this
Agreement after such Competitive Products agreement is
terminated or expires, or until such time as the concession or
use agreement with the City for those Facilities is terminated,
I expires or is subject to any renewal provisions. The current
4
list of such facilities, and their expiration dates, are as follo 1- s:
1) 21St Street/46th Street Beachfront Concession/Tim •
Wilcox, Inc.—1113012012
2) South Pointe Park Concession/Blissberry—11/30/2012
3) Normandy Isle Pool Concession Stand/E. Gomez—
11/09/2011
City agrees that it will not knowingly permit any Competitive
Products to be sold, distributed, served, sampled, marketed,
I advertised or promoted at the Facilities, or in association with •
City, except, and as further explained, in Exhibit 8:
! ; • Third party exhibitor set ups at Facilities or during City-
. Permitted Special Events in accordance with the City's
Special Event Permit Guidelines, as same may be
amended from time to time.
• . • Charitable events at Facilities or at City-Permitted Special
Events where Competitive Product are donated to the
charitable event;
• Availability at City-Permitted Special Events only 'within
Special Event Permit Area (as such term is defined in the
City's Special Event Pemiit Guidelines, as same may be
amended from time to time).
O Up to four (4) sponsorship events at the Miami Beach Golf
Club, and up to four (4) sponsorship events at the
Normandy Shores Golf Club each Agreement year;
9 up to three (3) sponsorship events at the Miami Beach
Convention Center each Agreement Year (the number
• limitation for the sponsorship events at the Miami Beach
Convention Center is subject to a review after three (3)
Agreement Years);
• a mutually agreed upon number of sponsorship events at
the Fillmore Miami Beach at the Jackie Gleason Theater
• i (upon expiration of the existing management agreement):
• and
o up to four (4) City-issued Special Event Permits for a "City
Approved Major Sponsorship Public Event", each
Agreement Year, which includes an event sponsored by a
manufacturer, distributor, or marketer of Competitive
Products under a master sponsorship agreement with the
owner or operator of the sponsorship event; an event
conducted on a national or regional multi-market basis;
. and/or an event where a competitor is the presenting, title
or other primary sponsor of the event. The number
limitation for City-Issued Special Events is subject to a
review after three (3) Agreement Years. _ J
•
•
•
•
•
Whenever possible, City will make reasonable good faith
efforts to encourage third party users of the Golf Courses and •
Convention Center, and Special Event organizers, to use
Bottler's Products for their non-alcoholic beverage needs.
Since third party organizers who apply for Special Event
• Permits will be permitted to sell only Bottler's Products, City
will amend City's Special Events Permit Application and City
will provide Sponsor contact information through the City's
Special Events Permit Application process.
11.MARKETING
PROGAM: Bottler agrees' to provide Account with annual in-kind
marketing support fund with an approximate retail value of
Two Hundred Thousand Five Hundred Dollars (S200,500) as
further delineated in Exhibit 3.
12.RECYCLING
PARTNER: Bottler shall be designated the official "Recycling Partner" of
Account. In consideration of this designation, Bottler shall
provide, at their cost, the services/products delineated in
Exhibit 4, with a minimum total value of 515,000, and up to
$25,000 over the entire Term
13.VENDING
• PROGRAM/OTHER City agrees that Bottler shall place a minimum of sixty-five (65)
EQUIPMENT Product vending machines in mutually agreed upon locations
at the Facilities, and Bottler will loan to City at no cost,
, i Beverage dispensing equipment as reasonably required and as
mutually agreed upon to dispense Products at the Facilities,
and in accordance with Exhibit 5.
14.CITY SUPPORT: ---........... ..-
In consideration of the partnership, City grants to Bottler:
f ! Twenty-six.(26) rounds of golf each Agreement Year (max of
eight during peak season; nomore than twelve at Miami
Beach Golf Course; benefit does not roll over); a minimum of
i four (4) free tickets to at least six (6) ticketed events at
Facilities each Agreement Year, subject to availability (e.g. Art
!.Basel Miami Beach, Auto Show, South Beach Comedy
Festival at the Fillmore, etc.). Additional tickets will be
provided as available. Benefit does not roll over.
15.PRICING: --
•Bottle/Can Pricing: City is entitled to purchase bottle/can
Products from Bottler in accordance with the price schedule
set forth in Exhibit 6; prices shall remain in effect until July 31,
2012. Thereafter, such prices will be subject to an annual
increase of no more than four percent (4%) over the previous
Agreement Year's price.
•
Fountain Products or Georgia Coffee Pricing: Bottler will sell
fountain Products to City at the National Account prices, as
6
announced by the Bottler in January of each year. Georgia '
Coffee pricing shall be provided quarterly based on commodity
markets.
Purchasing: All Product shall be purchased directly from
Bottler, except for those Products that Bottler identifies can be
_ purchased from an authorized Coca-Cola distributor.
16.TERMINATION:
If City breaches any of its material obligations set forth in this
Agreement, and fails to cure such breach within thirty(30) days
following written notice of same from Bottler, then, Bottler may
terminate this Agreement, and City shall (1) return any
Equipment, and (ii) pay to Bottler the unearned portion of any
•pre-paid Sponsorship Fees for the Agreement Year in which the
termination occurs (pro-rated through the date of termination).
If Bottler breaches any of its material obligations set forth in this
Agreement, and fails to cure such breach within thirty (30) days
following written notice of same from City, then, City may
terminate this Agreement, and Bottler shall (i) remove any
Equipment, and (ii) pay to City the earned portion of any pre-
paid Sponsorship Fees or other fees or payments due for the
Agreement year in which the termination occurs (pro-rated
through the date of termination).
City shall not be in default in the event of any claim fiiea in
relation to City's restriction on Competitive Product sampling;
provided, however, the Bottler shall have the following
remedies: 1) ability to renegotiate financial terms, as
appropriate, within a specified time (e.g. 90,days); or, 2) failing
to negotiate terms acceptable to both parties within specified
time, Bottler may terminate the Agreement, and City shall (i)
return any Equipment, and (ii) pay to Bottler the unearned
portion of any pre-paid Sponsorship Fees for the Agreement
Year in which the termination occurs (pro-rated through the date
of termination). Nothing in this section shall operate to restrict
either party's other remedies in the event of a material breach
by the other.
17.MAINTENANCE &
SERVICE: Bottler agrees to provide reasonable service and maintenance
i I for the equipment during the Term. City shall allow Bottler to
ii enter its premises for the purpose of inspection or
i I performance of such maintenance and repair, or necessary
replacement or return of the equipment. Bottler and City will
establish a mutually agreed upon refund bank and customer
_ service program, as delineated in Exhibit 7.
18_REPORTS/AUDITING: 1
Bottler will provide an annual business review report within 90
•
I I days following each Agreement Year during the Term;
Commission reports will be provided monthly. The format of
such reports shall be mutually agreed upon. City has the right
• to audit/inspect account statements with reasonable prior
notice to Bottler and during normal business hours. If City
requests an audit, City agrees to pay for such audit.- Account
records must be retained for a minimum of two (2) Agreement
Years after the payment of the annual Sponsorship Fee is
• paid, in addition to the current Agreement Year of the Term,
• •• • i and for two (2) Agreement Years following expiration or
termination of the Agreement.
•
•
•
•
8
•
•
Exhibit'1 to Term Sheet •
•
COMMISSIONS
•
Workplace Facilities (City Hall, Police Station, and other City Facilities):
Product Vend Price Commission Rate
20 oz. PET.carbonated/NESTEA® 51.25 30%
20 oz. PET Minute Maids $1.25 30%
20 oz. PET DASANI® $1.25 30%
300 ml PET DASANI® $0.75 30%
20 oz. PET POWERADE® $1.50 30%
20 oz. PET vitaminwater® $1.75 15%
16 oz. cans Energy Beverages $2.00 30%
16.5 oz. PET FUZE ® $2.00 15%
15.2 oz. PET Minute Maid®Juices to Go S1.50 15%
All other public locations (such as South Beach):
Product Vend Price Commission Rate
20 oz. PET carbonatediNES T EA® $1.50 30%
, 20 oz. PET Minute Maid® $1.50 30%
20 oz. PET DASANIO 51.50 30%
300 ml PET DASANI® 51.00 30%
20 oz. PET POWERADE® $1.75 33%
20 oz. PET vitaminwater® 52 00 15%
• 16 oz. cans Energy Beverages $2.25 30%
16.5 oz. PET FUZE® 52.25 15%
15.2 oz. PET Minute Maid®Juices to Go $1.75 15%
•
•
In Agreement Years Four and Seven, the Vend Prices will increase by twenty-five cents for each
Product listed above. For example, in Agreement Year Four, 300m1. DASANI will increase to$1.00
Vend Price and then in Agreement Year Seven, 300m1. DASANI will increase an additional twenty-
five cents to $1.25. The Commission Rates will not change during the Term of this Agreement.
• There are two vend rates (one for workplace and one for public locations)that will be outlined in the
• final formal agreement between the parties, but note that commission rates will remain the same.
Commissions are paid based upon cash collected after deducting taxes, deposits, recycling fees,
other handling fees, communication charges and credit and debit card fees, if any. Commissions
shall not be payable on any sales from vending machines not filled or serviced exclusively by •
Bottler. Bottler may adjust the vend prices and/or commission rates as necessary to reflect
changes in its costs, including cost of goods, upon prior written notice and approval by City.
Commissions will be paid each month following the month in which they are earned, with an
accounting of all sales and monies in a form reasonably satisfactory to the City, and shall become
immediate property of City. •
•
9
•
Exhibit 2 to Term Sheet
• ADVERTISING RIGHTS
.(Except as otherwise noted, the following rights may not be transferred or assigned by Bottler)
• ' 1. Recognition of Bottler as the"Official Non-Alcoholic Beverage Sponsor"of City. Official status
will include Official Status Recognition for City across all non-alcoholic beverage categories
i.e. "Coca-Cola Official Soft Drink of Miami Beach" and Official Status Recognition for South
• Beach across all non alcoholic beverage categories (i.e. `PONERADE Official Sports Drink
for South Beach'')
• 2. Official Sponsor Status (for Products) of all City-produced citywide Special Events, whether
now existing or as may exist in the future (i.e. including, without limitation, and for example
• purposes only Sleepless Nights); Bottler to have highest sponsorship level and benefits
available other than presenting or title sponsorship. In addition, Bottler will be recognized as
the "Title Sponsor" of City's "Fire on the 4th Annual Independence Day Celebration" each
' Agreement Year during the Term.
3. Recognition of Bottler as the "Official Recycling Partner"for the City of Miami Beach & South
• Beach '
4. Joint Bottler/City Logo placement on City and City-related websites (e.g. Miami Beach
Convention Center, Miami Beach Golf Club, Normandy Shores Golf Club, Miami Beach
Culture web site (MBCulture.corn); and any other City websites, whether now existing or as
may exist in the future, to such extent as permitted by any federal or state regulations on .gov
domains. City will use reasonable commercial efforts to include joint Boiler/City Logo on all
.printed convention and tourism materials, as appropriate and available.
5. Waiver of any Special Event Permit and/or Permit Application Fees for Bottler's use of certain
Account Facilities for up to two (2) mutually agreed upon events per Agreement Year, based
on availe.bility. For purposes of the Special Event Permit and/or Permit Application Fee waiver.
these Facilities shall include public beachfront areas and Parks and Recreation facilities where
Special Events are permitted. Ali other fees and costs of production, including but not limited
to, taxes, security, sanitation, etc., shall be the responsibility of. Bottler. Right may not be
transferred or assigned.
6. Waiver of any rental or use fees for Bottler's use of certain City Facilities-for up to (two) 2
mutually agreed upon events per Agreement Year, based on availability. For purposes of the
rental or use fee waiver, these Facilities shall include the use of meeting room space or
ballroom space at the Miami Beach Convention Center.All other fees and costs of production,
including but not limited to taxes, security, audio/visual, decoration, etc., shall be the
responsibility of the Bottler. Right may not be transferred or assigned.
7. Unlimited, royalty-free Product sampling at City produced and/or sponsored events;
Royalty-free Product sampling permits per Agreement Year, as follows: 48 permits each
Agreement Year, but permits will be limited to not more than six (6) permits in any one
• month period. Right may not be transferred or assigned. If Sponsor does not use all 48
permits by the end cf each Agreement Year, any remaining permits will not roll-over to the
following Agreement Year, but will be forfeited.
8. Mutual agreement on the development and use of a joint logo between Bottler and Account. •
9. Right to use mutually agreed Upon joint logo on any point-df-sale, marketing materials, and/or
signage that may be mutually agreed upon. •
10. Royalty-free advertisement in City's.magazine (i.e. MB Magazine); minimum of a quarter
page each issue; larger ad size as may be available. Right may he transferred or assigned.
11. Royalty-free prominent advertisement in any Special Promotional Event programs or •
collaterals produced for City-produced citywide Special Promotional Events (i.e. including.
without limitation, July 4r` and Sleepless Nights). City shall use best efforts to provide a full
page ad.
•
ID •
•
12.The right to brand City's public beach concession area(s) with approved Bottler and City joint
•
branding graphics (e.g. concession stands, storage shed, umbrellas, etc.), subject to
proposed branding meeting all necessary administrative and regulatory approvals.
Implementation of any approved branding shall be at the Bottler's expense. Ali trademark
• usage must be pre-approved prior to usage. The erection of any other signage other than
• vending machine display shall be subject to approval by the City. ..
13. One Royalty-free joint City/Bottler message PSA advertising panel at the 5t" and Alton bus •
shelter; production/installation costs paid by Bottler. Minimum of full use of one PSA ad
panel for the entire term of the Agreement.
• • 14. Minimum of one (1) Royalty-free advertising panel at the 5'h.and Alton bus shelter, on a
space availability(remnant) basis; production/installation costs paid by Bottler. Right may be •
transferred or assigned.
• . 15. Minifnum of one (1) one-month Royalty-free electronic joint City/Bottler message PSA run
on Atlantic Broadband and Welcome Channel: Additional months based on ongoing
availability;
16. Minimum of one(1) unlimited run on 1V1BTV of City/Bottler message PSA;
• 17. Royalty-free POF ticket ad based on space availability; production costs paid by Battler.
Right may be transferred or.assigned.
The parties agree to perform such additional marketing activities, as the parties may mutually agree
upon to drive traffic to the Facilities and to increase Product sales.
•
•
•
•
•
I1
•
•
Exhibit 3 to Term Sheet
• MARKETING PROGRAM
Bottler shall provide City for approval with the proposed annual marketing plan for promotion of the
partnership no later than ninety (90) days prior to the beginning of each Agreement Year, except
for the first Agreement Year when the marketing plan shall be provided to the City within ninety(90)
days after execution of Agreement. The annual value of the marketing plan shall be no less than
$200,500, as determined in good faith by Bottler and based on generally accepted marketing
values. Some examples of activation may include the following; however, actual marketing
programs will depend on availability of these programs.
•
• Inclusion of the City in the My Coke Rewards program, or other customer reward program
offered by Bottler, through an annual promotional program (e.g. sweepstakes); estimated value
$100,000. or equivalent value.Activation based on availability
• Truck-back promotions program -value: 524,000/year based on availability
• Box Topper program.or other similar high-visibility promotional program;value: 525,000/year
• Neck Ringer program: a Neck Ringer program shall be available with a minimum distribution of
neck ringers
• Touring Program: Bottler will bring the Open Happiness Tour, or such other promotional touring
program offered by Bottler, to the City based on availability.
• Bottler to develop and implement at least five (5) strategic marketing partnerships with the
Account and the Bottler's other sponsorship partners during the Term of the Agreement. Such
strategic marketing partnerships may include, but are not limited to, cross promotion, product.
tickets, etc . with other brands or products currently under a sponsorship or other
promotional/marketing agreement with the Bottler. •
• Lebron James Event/celebrity event; value: $45,000 based or. availability, or equivalent value
City acknowledges the intent of the Bottler to develop a joint .marketing loco incorporatina the
Bottler's mark and the City's mark. Bottler shall obtain approval from the City, in writing, of the joint
• logo for use in promotion of the Agreement, including, but not limited to, its use in all commercial,
. marketing, media advertisements, web sites and promotional products.
A party's use of the other party's marks in promotions, on products and signage, shall be first
approved by the other party in writing, and all uses of a party's marks shall be acknowledged as
that party's intellectual property and include appropriate trademark notices.
• • The parties agree to perform those additional marketing activities, as the parties may mutually agree
upon to drive traffic to the Facilities and to increase Product sales.City agrees to provide Bottler with
reasonable marketing assets inventory(e.g., to be used with a My Coke Rewards national
consumer sweepstakes, or other such similar sweepstakes) for mutually agreed upon promotions
each year during the Term to promote Bottler Products and City.
•
•
•
I?
Exhibit 4 to Term Sheet
RECYCLING PARTNERSHIP
Bottler shall be designated the official'Recycling Partner"of City.
Bottler shall provide, at its cost, the following services/products(value of$15,000-$25,000):
• Assess, consult and offer a Recycling Program Plan for bottle/can recycling initiatives
= Propose messaging strategy for the City's bottle/can recycling initiatives (within 90 days after
execution of Agreement)
Provide Temporary recycling bins for special events(minimum of 30)to City at Bottler's cost;
• Provide Recycling bins for placement in Facilities or agreed upon public areas (minimum of 15)
to City at Bottler's cost;design subject to review and approval of City;
• Place reverse vending machines (crushers) in vending banks in the Facilities; minimum of five
(5)crushers placed during the first five Agreement Years of the Term, at Bottler's cost.
• Use of Recycling Educational Vehicle (REV,) or other Education Recycling material, at City
events; scheduled at least one time every18 months during the Term.
•
•
13
•
•
Exhibit 5 to Term Sheet •
VENDING PROGRAM .
Bottler shall place, at their cost, all vending machines in agreed upon locations pursuant to the
following:
1) Bottler shall provide to City within 90 days after execution of Agreement the proposed •
equipment plan for the Agreement Term; to include the machine allocation plan by type (e.g.
interactive vending machines, glass front etc.) and location; equipment replacement schedule;
and vend front replacement and schedule for existing vending machines that need the vend
front replaced. All equipment shall be UL energy star rated.
2) Bottler shall install vending machines within 180 days after the proposed equipment plan has
been approved by all parties. Both parties agree that the installation of vending machines shall
be completed within 180 days after the proposed equipment plan has been approved by all
parties. Agreement execution. The already approved beach thematic vend fronts will be used
unless other mutually agreed upon vend fronts have been selected and approved, and if beach
thematic vend fronts are available. The vend fronts shall include advertising panels for use by
the City, as approved by Bottler, provided that the vending machines are equipped with
advertising panel(s). Bottler shall pay all costs for the production and installation of the City
vend front advertising panels. A minimum of two(2) and a'maximum of four(4) City vend panel
ads shall be produced;mstalle.d each Agreement Year.
3) Bottler shall provide within 90 days after execution of Agreement the proposed credit card
reader installation plan and schedule. All credit card reader installation shall be completed
within Agreement Year One,
4) City shall provide all electrical power necessary to operate the vend;ng machines, and City shall
pay up to 8200 for the cost of any electrical modifications or connections necessary to
accommodate any new vending machine placement, upon mutual agreement of the proposed
location for the placement of the vending machine.
5) All vending machines remain the property of the Bottler.
6) Bottler shall provide a product list to the City to be included in the vending proaram. Any
• changes to the Product list shall be provided to the Account prior to Product placement in a
•. vending machine. Bottler shall work with the City's Parks and Recreation Department to identify
the appropriate vending products for inclusion in vending machines located in any City park. i
The City's Park and Recreation Department shall provide approval; in writing, of the Products to
• be sold in the vending machines placed in City parks.
7) Bottler shall maintain vending machines reasonably well-stocked with Products.
•
14
•
Exhibit 6 to Term Sheet •
•
INITIAL PRICE SCHEDULE'
Package Price per case
20 oz, CSD $17.85
12 oz. CSD $9.46 •
15.2 oz. MMJTG $23.36
12 oz. DASANI® $8.88
1 liter CSD $16.29
20 oz. DASANI® S10.82
•20 oz.vitaminwater® $27.00
8 oz. CSD $16.00 •
20 oz. NESTEA®/
Minute Maid®Refreshment $17.85 •
20.oz. POWERADE® $19.00
16 oz. Monster® $34.00 •
•
2-liter CSD • $12.35
16.9 Honest Tea® $12.60
500 ml Gold Peak® $13.99
8 oz. aluminum bottle $16.48
Post-Mix Price per gallon
5 gallon BIB CSD and NCB $12.24
2.5 gallon °lB CSD and NCB $12.78
5 gallon BIB Unsweet NESTER® $11.82
2.5 gallon BIB Unsweet NESTEA® $12.40 . •
5 gallon BIB Premium NCB $12.75
2,5 gallon BIB Premium NCB $13.30
5 gallon BIB Frozen Dispensed $13.88
2.5 gallon BIB Frozen Dispensed $14.26
•
Curls •
24 ounce $52.89 per 1,200
Lids •
24 ounce $34.55 per 2,000
CO2
• 20 lb, cylinder $25.00 per cylinder(plus$75:00 deposit)
'All prices are per standard physical case and exclusive of taxes,depositshandling fees.and recycling fees.
•
Georgia 84 Oz Brew; Price per Case and package size: (Prices effective for the period:111(2012-
3/31/2012)(All coffee is priced FOB to Distributor,prices do not include any distributor markup.)
Product Package Small Filters Large Filters
(Frac) •
Dark Roast 100, 2.75 oz $110.38 $110.38
Light Roast 128, 2.25 oz $117.87 $117.87
Decaf 75, 2,00 oz $67.95 $67.95
Organic 75, 2.75 oz $110.10 $110.10
Is
•
•
•
• Exhibit 7 to Term Sheet•
•
MAINTENANCE&SERVICE
During the Term, Bottler will loan to Account, pursuant to the terms of Bottler's equipment
placement agreements, at no cost, that Beverage equipment reasonably required and as mutually
agreed upon to dispense Beverages at the Facilities.
Bottler agrees that all equipment shall be new or in "like new" condition and that it shall operate and
manage the equipment, services and facilities offered in a first-class manner. Bottler shall provide
City with the Maintenance Plan and Schedule for all Bottler equipment within 90 days of execution
of Agreement,to include the Bottler's plan and schedule for servicing the City.
Bottler shall provide throughout the Term of this Agreement, at Bottler's expense, all repairs,
• replacements and technical services necessary to maintain and preserve the Bottler's equipment in
a decent, safe, healthy and sanitary condition satisfactory to City and in compliance with applicable
laws.
Bottler warrants that it shall correct all mechanical problems with vending machines no later than
• four(4) business days after notice and no later than twenty-four(24) hours after notice for all other
dispensing equipment.
Acts of vandalism to Bottler's equipment will be reported to Bottler immediately and addressed
within four (4) business days. If the vending machine is repairable, the vending machine will be
repaired within four (4) business days. If the vending machine is not repairable, vending machine
will be condemned and swapped within seven (7) business days.
Bottler is the only party allowed to make repairs on Bottler-owned equipment.
All vending machines shall display a `service hotline" sticker to expedite calls. A toil free ("1-800")
number shall be provided and a 24-four hour per day, seven days a week continuously operating
telephone answering service shall be provided.
A reimbursement fund in the amount adequate to handle all necessary refunds between service
calls shall be made available to City at designated location(s) mutually agreed upon by City and
Bottler. Each person -requesting a refund shall complete a form which shall be maintained by the
City and provided to the Bottler as required. The reimbursement fund shall be checked by the
Bottler•no less than once a 'month and replenished as needed. Information on refunds shall be
• provided on each machine,
•
I6
•
I ;
.
Exhibit 8
The term "Special Promotional Events" ("Event") shall mean and is limited to the following:
concerts; theatrical or comedic performances; conventions; trade shows; religious events; athletic
events; or other special events occurring at a Facility that meet the following requirements: (i) they
• are sponsored by a manufacturer, distributor, or marketer of Competitive Products under a master
sponsorship agreement with the owner or operator of the subject Event (including, without
limitation, a concert or theatrical production company, or a trade show or convention production
company, but NOT including in any instance the City or its affiliates or agents); (ii) they are
. conducted on a national or regional multi-market basis; (iii)they are NCAA collegiate championship
athletic events; and, (iv) the event sponsorship agreement referred to in subsection (i) above
requires on-site temporary signage for Competitive Products.
The term "Special Promotional Events Exceptions" shall refer to those exceptions granted under the
Agreement, for each Agreement year, to permit the following fifteen (15) Special Promotional Events
at the following Facilities: (i) four (4) events at the Miami Beach Golf Club;.(ii) four(4) events at the
Normandy Shores Golf Club (The Miami Beach Golf Club and Normandy Shores Golf Club may also
be referred to collectively herein as `Golf Courses°);(iii) three (3) events at the Miami Beach •
Convention Center (Convention Center"); and (iv) four(4) City Approved major Sponsorship Public
Special Events (as defined below); provided, however, that the number limitation for City Approved
Major Sponsorship Public Special Events shall be revisited and reviewed by the parties, in good
faith at the conclusion of the third Agreement Year
a. Golf Courses arid Convention Center/Special Promotional Events Exception. in any
Agreement Year. temporary signage (such as, but not limited to, banners) for Competitive
Products may be displayed at each of the Golf Courses during up to four (4) Special
Promotional Events, and during up to three (3) Special Promotional Events at the
Convention Center ; PROVIDED, HOWEVER, that: (i) Sponsor's Beverage availability,
marketing, advertising, promotional, and other rights under this Agreement will not
otherwise be affected during any such Event; (ii) Competitive Products may be distributed at
no cost, but no Competitive Products will be sold or 'otherwise made available during the
Event(except as permitted in this exception); (iii) no blockage of any signage or other
trademark/service mark display Sponsor may have at the Facility will occur during the
Event, except for incidental blockage due to the construction andlor placement of a person,
stage or other structure necessary to and actually used during the Event; or. in the case of
• NCAA championship events , religious events or political conventions where no advertising
is allowed and all advertisers are treated equal with all signage covered in the seated area
of the Facility; (iv) all temporary signage for Competitive Products will be promptly removed
from the Facility upon the conclusion of the Event; and (v) at no time will the Competitive
Products make any statements, or use any temporary signage, that uses the
• trademarks/service marks of the City of Miami Beach, South Beach, Golf Courses or the
Convention Center, nor in any way associate these Competitive Products with the City of
Miami Beach, "South Beach," the Golf Courses, or the Convention Center. The Special
Promotional Events at the Golf Clubs and the Convention Center must occur over a period
of no more than twenty-four (24) hours. The t ienty-four hours does not include set up or
tear down time required, or NOM Championship events or political conventions which may
exceed the aforestated time limitation. The Convention Center may use the three one day
17
•
(one day = twenty-four hours) in the aggregate in each Agreement Year during the Term.
Aggregate, as used in this paragraph, shall mean the total of twenty-four hours multiplied by .
the total number of Special Promotional Events permitted, as provided for :herein. For
example purposes only, the Miami Beach Convention Center are provided three Special
Promotional Event Exceptions per Agreement Year. As such, the three Special Promotional
Events may occur in the Miami Beach Convention Center for a total of 72 hours in an •
• Agreement year(24 hours x 3 events= 72 hours/year). • •
b. City Approved Major Sponsorship Public Special Events/Special Promotional Events
Exception, In any Agreement Year, temporary signage (such as, but not limited to,
banners) for Competitive Products may be displayed during up to four (4) Special
Promotional Events for City Approved Major Sponsorship Public Special Everts. The term
"City Approved Major Sponsorship Public Special Event shall refer to a City-approved
public event (i.e. where public access is allowed either via no cost or via pre-purchased
ticket) held on City property, and permitted pursuant to the City's approved Special Event
Permit process, as same may be amended from time to time during the Term of this
Agreement (for example purposes only, this may include, but not be limited to events such
as Super Bowl Pepsi Jam and Red Bull lllume); and may also include an event sponsored
by a manufacturer, distributor or marketer of Competitive Products pursuant to a
sponsorship agreement with the owner, operator or promoter of the event; an event
conducted on a national or regional multi-market basis; and/or an event where a
Competitive Product is the naming, presenting, title, brought to you by, or other primary
• sponsor of the Event. Temporary signage for Competitive Products at City Approved Major
Sponsorship Public Events may be displayed as an Event "naming sponsor", Event
`presented by"sponsor, Event"brought to you by" sponsor, or as a sponsor represented as
a "Gold" or "Platinum" (or such other equivalent) sponsor of the Event; PROVIDED,
HOWEVER, that: (i) Sponsor's Beverage availability, marketing. advertising. promotional
and other rights under this Agreement will not otherwise be affected during any such Event; •
(ii) no blockage of any signage or other trademark/service mark display Sponsor may have
at the Facility will occur during the Event, except for incidental blockage due to the
construction and/or placement of a person, stage or other structure necessary to and
actually used during the Event; or, in the case of NCAA championship events, religious
events or political conventions where no advertising is allowed and all advertisers are
treated equal with all signage covered in the seated area of the Facility; and (iii) all
temporary signage for Competitive Products will be promptly removed from the Facility upon
the conclusion of the Event. At no time will the Competitive Products make any statements
or use any temporary signage that uses the trademarks/service marks of the City of Miami
Beach, `South Beach," or the Facilities, or in any way associate these Competitive Products
with the City of Miami Beach Facilities. Notwithstanding the above. Competitive Products
may be distributed, sampled or made available during a City Approved Major Sponsorship •
Public Special Event for which there is a Special Promotional Events Exception. Such
distribution, sampling or availability shall occur ONLY within the approved site plan for the
event. However, should concession service (sales) for any non-alcoholic beverage other
than Products be required or necessary for the event, and there are no existing concessions
at the location of the City Approved Major Sponsorship Public Special Event for which there
is a Special Promotional Events Exception, the City Manager shall submit a letter to
Sponsor requesting that Sponsor grant a waiver to permit such sale at the Event; outlining
the details of the exception and the business reasons for the request and such.request shall
require Sponsor's prior written approval. Sponsor reserves the right to. not-approve the
limited waiver for this purpose. Sponsor will notify the City Manager of whether the request
for waiver will be approved within twenty (20) business days of Sponsor receiving the City
Manager's letter. -
•
1$
•
•
The Special Promotional Event Exception for a City Approved Major Sponsorship Public
Special Event must occur over a period of no more than seventy-two (72) hours. The
seventy-two hours does not include set up or tear down time required, or NCAA
Championship events or political conventions which may exceed the aforestated time
limitation. The seventy-two hours may be used in the aggregate in each Agreement Year
during the Term. Aggregate, as used in this paragraph, shall mean the total of seventy-two
• hours multiplied by the total number of Special Promotional Events Exceptions, as provided
for herein. As such, the four Special Promotional Events may occur on public property for a
total of 288 hours in an Agreement year(72 hours x 4 events =288 hours/year).
c. Other permitted Exceptions. Exhibitors at Conventions or trade shows, or third party exhibitor
set ups at Facilities shall have the right to serve Competitive Products within their booth
provided that same is limited to the duration of the corresponding event and, provided further,
that the Competitive Products are not marketed, advertised or promoted in association with
the City of Miami Beach and/or the Facilities, and their respective trademarks. For example
purposes only, a Cadillac booth at the Auto Show in the Convention Center would be
allowed to give away bottled water with the Cadillac Logo, Notwithstanding, Sponsor's
Products would continue to be the only Products allowed to be sold, distributed or sampled
at the Facility's concession operations. •
d. Competitive Beverages may also be permitted to be distributed, at no cost, at third party
events that are not affiliated with the Cit../ but where the City has permitted the event
through the issuance of a City of Miami Beach Special Events Permit, subject to the City's
notification to Sponsor prior to the event; and, provided further, that the third party event
operator is not a manufacturer, distributor or seller of a Competitive Product; that the
• Competitive Products are not marketed, advertised or promoted in association with the City
of Miami Beach or the Facilities, and their respective trademarks; that no Competitive
Products will be sold during such event; and that the distribution of the Competitive Product
is limited to Special Event Permit Area.(as such term is defined in the City's Special Event
• Permit Guidelines, as same may be amended form time to time through the Term of this
Agreement). For example purposes only, a third party event contemplated under this
paragraph might include, but not be limited to, a walkathon or marathon where one of the
event sponsors might request to be permitted to distribute free bottled water to the event
participants. Notwithstanding the above, Sponsor shall have first right of refusal to provide
donated Beverages through a sponsorship agreement to the non-profit events,,permitted by
the City through the issuance of a City of Miami Beach Special Events Permit, known as the
White Party, Winter Party. and Miami Beach Pride (based on the level of non-alcoholic
Beverages provided for the White Party, Winter Party and Miami Beach Pride events in
• 2012.) for the sale of these Beverages by these three (3) 'events as part of their annual
charity fundraisers. If Sponsor elects to participate, Sponsor will notify the organizer six (6)
months prior to start date of White Party, Winter Party and Miami Beach Pride events. If at
any time during the Term the Sponsor cannot or does not provide donated non-alcoholic
Beverages through a sponsorship agreement to these three (3) non-profit events for this
purpose, these three (3) events'shall be permitted to secure Competitive Products for use
•
and sale consistent with the use and sate of non-alcoholic Beverages in the 2012 White
Party, Winter Party and Miami Beach Pride events.
Per Section 9 of Term Sheet, No Competitive Products may be sold, dispensed, sampled or served
• anywhere at the Facilities, or on the City's public rights-of-ways, unless otherwise expressly spelled
•
out in the Agreement.
•
19
Pricing - Bottle/Cans August 1, 2018-July 31, 2019
Proposed Product Type • Pack/Size = '
Carbonated Soft Drinks Bottles 24/20oz $23.49
Dasani Water 24/20oz $14.24
---ViLiga4141111 -29.-: Fuze Tea/MM Refreshments 24/20oz $23.49
Carbonated Soft Drinks Cans 24/12oz $12.45 00.13,T
PEAKik
r FDIC.
1,--- G aceau Vitamin Water 24/20oz $35.53
--,—
Glaceau Vitamin Water Zero 24/20oz $35.53 ?two:fa%
, ,,.....
., ...: PowerAde 24/20oz $25.00
Minute Maid Juices 24/12oz $30.74
Energy Drinks(Monster,NOS,Full Throttle 24/16oz $44.74 T1T 11%1—V
"tar
Ii.'7\r Dasani Water 24/12oz $11.69
• i'‘'-.2---.21 Carbonated Soft Drinks 1 Liter Bottles 12/1L $21.44
Coca-Cola Glass Bottles 24/8oz $21.05
--,i_
1
,;..,. Coca-Cola Aluminum Bottles 24/8.5oz $21.69 smarfNlter.
-=------ Carbonated Soft Drinks 2 Liter 8/2L $16.25
Pz' Gold Peak Tea 12/18oz $18.41
Minute
k:2,1 Honest Tea 12/16oz $16.58 ma,!.d•
Etis-1'din
CO2 Tank 20Ib tank $29.59
Please note that annual price increase goes into effect August 1, 2018
MIAMIBEACH
,
-Confidenhal-
x , t;-:,1,,,,t i':,.-,;.'' e,,,,.'• }gip'. , . = ) - , f. ; %.',.".-.,% • '- s • " ^. u .V.
V4 ft j., ♦ �4ii.rs 4 F., - r. „ { i " v= . �,-J r_
. :2,''' ��' F`�....-.+it'l c . i• `J
• ifk
sem.
ORDERS/SERVICE
47 �1 --- �, 888-204-2653(COKE) ,A
a.
jo
t lr` CARBONATED SOFT DRINKS P"` a •�^°%� '`.'r"`, {•e
b v SsillEI., Y
• -:'{ 24/8oz.PROPRIETARY BOTTLES rCO C CORE r RE BRE
5 + ( COCA-COLA,DIET COKE,SPRITE `P° `Pa POWS ' i F q*+''*i $. l
'_ �"� 1, t It s i r y ,s ''6. toxo,,.
# CORE POWER 11.5oz
CHOCOLATE,VANILLA,LIGHT STRAWBERRY BANANA,LIGHT CHOCOLATE,BANANA
6: n a 24/7.50Z MINI-CAN
y J i
. SEAGRAMS
BOTTLESAMS GINGER ALE,TONIC,CLUB SODA. COKE,COKE ZERO,DIET COKE,SPRITE,FANTA ORG,ALE
'��: ' SEAGR
24/20oz.PROPRIETARY BOTTLES
WI COCA-COLA, COCA-COLA ZERO,DIET COKE, CAFFEINE FREE DIET COKE,CHERRY COKE,SPRITE,SPRITE
fiaP ZERO,BARQ'S ROOT BEER,PIBB XTRA,FANTA ORANGE,FANTA PINEAPPLE,FANTA GRAPE,FANTA
i 44 STRAWBERRY, CHERRY COKE ZERO,VANILLA COKE, MELLO YELLO,SEAGRAMS ALE
PI
L� 12/1 LITER BOTTLES(PROPRIETARY BOTTLES, f Y
' + COCA-COLA,DIET COKE,SPRITE,SEAGRAMS GINGER ALE, -
t d_ TONIC,CLUB SODA. `CU
8/2 LITER BOTTLES
COCA-COLA,COCA-COLA ZERO,CAFFEINE FREE CLASSIC,DIET COKE, CAFFEINE FREE DIET COKE,CHERRY
ingI Rt
il COKE,SPRITE,DIET SPRITE ZERO,FUZE W/LEM, BARQ'S ROOT BEER,SEAGRAMS GINGER ALE,FANTA
r` ,':'' ORANGE,FANTA GRAPE, FRESCA,
f ' r a 3%JUICE: MINUTE MAID LEMONADE.
rt,,:'. , •? ( .'\
24/12oz.CANS
;•;..:_ i,,,:::...j E,=?.--a COCA-COLA,COCA-COLA ZERO,CAFFEINE FREE CLASSIC,DIET COKE,DIET COKE WITH LIME,CAFFEINE FREE
E.7.----'21 1 '3 ' -';. DIET COKE,CHERRY COKE ZERO,SPRITE,SPRITE ZERO,FRESCA,FRESCA BLACKCHERRY CITRUS,FRESCAt
I l ,,-1-.,) PEACH CITRUS,TAB,DIET BARQ'S ROOT BEER, FUZE LEMON,DIET FUZE W/LEM, PIBB XTRA,SEAGRAMS CLUB
SODA,TONIC WATER,GINGER ALE,FANTA GRAPE,FANTA ORANGE,FANTA ORANGE ZERO,VANILLA COKE,
Pe PM VANILLA COKE ZERO,MELLO YELLO.
ji, Eil 3%JUICE: MINUTE MAID LEMONADE,MINUTE MAID PINK LEMONADE&MINUTE MAID FRUIT PUNCH,
r m ORANGEADE
McCafe—13.7oz R
{ ® CARAMEL,MOCHA,VANILLA
``==' MINUTE MAID �� €
. ,:.> F_.-1:,.._-.N
24/12.0= BOTTLES a a -.'I
ORANGE,APPLE,CRAN GRAPE,CRAN APP RAS,RUBY RED,STRWPASS,
in TROPICAL BLEND,PEACH MANGO
MINUTE MAID (FRUIT DRINKS) rto,iooU
FUZE FUZE' FUZE 24/200: BOLL"LES art �.�-.... '
4 �'=�9 FRUIT PUNCH,LEMONADE,PINK LEMONADE, Si7YFe%t n� �m�„ �' �
�a
x ` ate-i = W
`- si�� de:0 TUM-E.YUMMIES 12/10.1oz BOTTLES$j+ BIG BRY BLST,EDGY ORG BAST,EPIC APL FLIP,FRT PNCH PARTY,RED RBY ZING
;
� 71
:� I FUZE TEAS Jt': I J r>i:-°. �; :`iT�l} I_l° d
s SWT W/LEM,REDSTRWBRY,SWT NO LEM _"` ' 1 , ,- ,
PEACE TEA-12123ozCANS
�l` � RAllLEBERRY,CADDYSHACK SNO BERRY., + E'° 4�L a �4t,41 I P`-."` t4'i a' ; +s' i.I
GREEN TEA,SWT LEMON,TX STYLE,PEACH �` A" •�
ORIGINS
:-,; 16 oz.12 pack HUBERTS Georgia Peach
i MANGO LEMONADE,BLACKBERRY LEMONADE,WATERMELON LEM.STRAWBERRY LEM. g
K 1:;:._;41::;:i
ORIGINAL LEMONADE. California Raspberry
Dunkin Donuts 13.7oz 12/cs I 1 ,ti-� z,,,
Mocha — r'�a�S``'
24/355ML BOTTLE • It A fit 1� is t i l}�71r �''
French Vanilla
COKE,SPRITE,FANTA ORG ;141--„7,--i 1
(•EMADE; I t41.°23 --:t 1,-} Original 1,.".il ,1iii, '1i
�i� ) ,. ., r i Espresso ra'� s� r`' 3� "�a a
.t-,--.:V-'.1,:"._i Cookies&Cream Zr. .
(
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;"7 r' bn ,� r.,r'- * • r,•,t� r�'yn w - "��'�•a r{ .r ,a 71�} _ ' .
3•` �_ ,:,!j-,."t''
=, ^--°+'^•-"r.•'- J..�� r ...� ,J :.P...-+........_...r f>I��1'x ,;J.� I r 1+ e - i-4.
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faf� l laonoll ]aoroll llonesf Honesf �Hone[ �llanes[ C "w`�', "'�
I�`A;��`�:-';#. + -]! I%pp� g
„ts '0 15 6 ay ., '+F `I AL (• --' .. , y11 y y`.
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atm a:1Ni ism”
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uoonnescc Hnncsr.ulna HONEST TEA-HONEST ADE �i€ �t -�'`•- ���
"W'4 4r,� '' HONEY GREEN,POMEGRANATE BLUE,HALF AND HALF,ORANGE MANGO,PEACH WHITE,f`'Y .,`,-.?.6,,,!.. -i;i ''+^ GLASS:LEMON GROVE MAPLE BLACK TEA,MOROCCAN MINT GREEN TEA,JUST GREEN TEA
• '� MINUTE MAID SPARKLING 16.9oz
0754 li§ ' MIXED BERRY,TROPICAL CITRUS,FRUIT PUNCH,FIZZY LEMONADE
GOLD PEAK TEA *-
1-v 12/18.5 PLASTIC BOTTLES
LEM SWT,DIET,GREEN,UNSWT/NO LEMON,SWT,LEMONADE ICED TEA
1 ` r i j
' POWERADE ION (SPORTS DRINKS) • , ..1 - t
krt
V "" 24/20oz BOTTLES •,_ - ` , °'
''" FRUIT PUNCH,MTN BLAST,STRWBRY LEM,ORANGE,GRAPE,LEMON LIME,
o r I ", . POWERADE ZERO WITH ION4-20oz 8pk
V ' MIXED BERRY,STRAWBERRY,GRAPE,FRUIT PUNCH .; '1 ' .
--"`, DASANI C�'= 1, ZEi` f='J3
'11'-'1'. 10.;,:,-;-,--7,-:•,)JJ
24/20oz BOTTLES,24/24oz FLACAP BOTTLES,12/1 LITER BOTTLES,12/1.5 LITER BOTTLES e� •1 I ,lir --
24/12 oz BOTTLES DASANI DROPS 1.90Z-STRWKIW,PKLEM,MIXBRY,PAPPCOCO t+ `:.7 f ii
I P I:D,�,,1 t l f racy y'+.-
1 '1 1 l ' GLACEAU (VITAMIN WATER) stiz
I �.rwr°ei�
I .'-:'•-i
�{ ) Is() 1,-I VITAMIN WATER 12oz,20oz,320Z
;n t ;.� ENERGY-TROP CITRUS,ESSENTIAL-ORANGE,
FOCUS-KIWI STRAW,POWER C-DRAGONFRUIT,REVIVE-FRT PCH,
XXX-ACAI POM BLUEBRY tAcANl DA,SAN1
VITAMIN WATER ZERO -XXX-ACAI POM BLUEBRY,SQUEEZED LEMONADE,RISE ORANGE, ii?a?Kuri; p.4°14 IN.
GLOW,RISE,GO-GO MIXED BRY /+ tH 1
full,
j DASANI SPARKLING ;
' �I SMART WATER-200Z,700ML,1•LIT,1.5 LIT �-..�
LI
SMART WATER SPARKLING 1 LITER E 1
FULL THROTTLE,BLUE AGAVE, (ENERGY DRINK-REGULAR&SUGAR FREE)
= FULL THROTTLE UNLEADED (Zero Garbs) .
: •;,..-..
24/16oz.CANS, `' .1 ''
NOS :} # 1:1.4 ' +
•z�= 24/16ozCANS,REG, . JAJA t'
I k a1 r
.: u4 k4-:;.. 220Z REG. --Ng-rary ` I I ' r': 1, I I.
JAJk DAJk` #1A
h .71...MhN9'rd� iI*1
.' I`, MONSTER-MONSTER COFFEE - t4
•V 16oz CANS,240Z CANS,(ORIG W/NITROUS OXIDE,8.30Z CANS,18.60Z IMPORT,240Z
.,ti; k. ORIGINAL,LO GARB,ABSOLUTE ZERO,ULTRA ZERO,ASSAULT,KHAOS,REHAB,REH ROJO,REH ORG,REH GRN TEA
i�'NS REHAB PROTEIN,BALLR BLND,DUBB,150Z JAVA MONSTER-LOCA MOCHA,MEAN BEAN
ZICO(PURE COCONUT WATER) �a -' .2 1 rl ,r .,
12/16.9oz PLASTIC BOTTLES ' �i+ "ural" ' j ,.r
NATURAL,CHOCOLATE,JALAPENO MANGO„WATERMELON RASB. 1+ ,
Eta NM p u• , pr yus �; :.
NATURAL +lcici t;re ,,,,
Fla-.: (n 4, 12/1 LITER IMP! i crNATURAL,CHOCOLATE ., nr ^'4�1V1 d j DIET COKE 12oz SLEEK CANS '
' FEISTY CHERRY,TWISTED MANGO,GINGER LIME,BLOOD ORANGE -- '- -f--
�.-1L „fie;, � . s
4.:_ -'y � + ':r • it 10.0 , ..I ' • . till
1.t k i I .-i 1,, Fq 1 f Y -.43*.`r9N7T,0 v',: . IwNYtai
POST-MIX FLAVORS L
dt4.ro. f-S F(OkiOA
5.0 GALLON BAG IN THE BOX
Coca-Cola, Diet Coke, Sprite ® h� I �, ,
1,24 / IV;
)
j4 = ); 1
23 GALLON BAG IN THE BOX
Cherry Coke, Caffeine Free Diet Coke, Coca-Cola Zero Sugar, Minute Maid
Lemonade, HI-C Poppin'Pink Lemonade, Minute Maid Lemonade Light, Fanta
Orange Soda, HI-C Flashin'Fruit Punch, Barq's Root Beer, Diet Sprite Zero,
Seagrams Ginger Ale, Seagrams Tonic, Powerade Lemon-Lime, Powerade
Mountain Blast, Powerade Fruit Punch, Southern Sun Sour Mix, Southern Sun
Orange 35%, MM Orchards Best Orange Blend, MM Orchards Best Pineapple,
MM Orchards Best Cranberry,
MM Orchards Best Apple.
FUZES
2.5 GALLON BAG IN THE BOX TEA
Gold Peak Southern Style Sweet Tea, Gold Peak Unsweet Tea, V-;
Gold Peak Green Tea, Gold Peak Raspberry Tea.
FUZE Raspberry Tea, FUZE Lemon Tea, FUZE Sweet Tea, �
FUZE Unsweetened Tea. '`
TRADEMA K CUPS L �SJSIZE
Cups — 16oz=1000, 24oz=1000, 32oz=480, 44oz=480 P 01
Lids — 16/24oz =2000, 32oz=960, 44oz=960
CO2 — 201bs t‘i
C4/1
, "
ski r �
Flavors may vary by market and are
subject to change.