Production Sud, Inc
Production Sud, Inc.
Management and
Operation Agreement
for the
Lincoln Road
Antique & Collectibles
Market
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CONCESSION AGREEMENT BETWEEN
CITY OF MIAMI BEACH, FLORIDA AND
PRODUCTIONS SUD, INC.
FOR MANAGEMENT AND OPERATION OF THE
LINCOLN ROAD ANTIQUE AND COLLECTIBLES MARKET
PURSUANT TO REQUEST FOR PROPOSALS NO. 25-02/03
THIS AGREEMENT made the 8th day of September, 2004, between the CITY OF MIAMI
BEACH, a municipal corporation of the State of Florida, having its principal address at
1700 Convention Center Drive, Miami Beach, Florida, 33139 (hereinafter called "City"), and
PRODUCTION SUD, INC., a corporation established pursuant to the laws of the State of
Florida, with offices at 1360 Marseilles Drive, Miami Beach, Florida 33141 (hereinafter
called "Concessionaire").
WITNESSETH
WHEREAS, on July 31,2002, the Mayor and City Commission adopted Resolution No.
2002-24947, authorizing the Administration to issue a Request for Proposals (RFP) for the
management and operation of an antique and collectibles market on Lincoln Road, Miami
Beach, Florida; and
WHEREAS, on March 3, 2003, RFP No. 25-02/03 was issued, responses were received
and evaluated, and recommendations were forwarded to the Mayor and City Commission;
and
WHEREAS, on July 30, 2003, the Mayor and City Commission adopted Resolution No.
2003-25269, authorizing the Administration to enter into negotiations with Production Sud,
Inc. (Concessionaire) for the operation and management of an antique and collectibles
market on Lincoln Road; and
WHEREAS, the Administration has successfully negotiated the foregoing Concession
Agreement with Production Sud, Inc., for the operation and management of the Lincoln
Road Antique and Collectibles Market, on a portion of the public right-of-way known as
Lincoln Road (between Washington Avenue and Pennsylvania Avenue) and on a portion of
the Drexel Avenue right-of-way (between Lincoln Lane North and Lincoln Lane South), said
Agreement commencing on October 1 , 2004, and expiring on September 30, 2005, with an
option to renew, at the City's sole discretion, for an additional one (1) year term.
NOW THEREFORE, in consideration of the premises and the mutual covenants and
conditions herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, it is agreed by the parties
hereto as follows:
The City hereby grants to the Concessionaire, and the Concessionaire hereby accepts
from the City, the exclusive right to operate the following described concession within the
Concession Area, as defined herein, in conformance with the purposes and for the period
stated herein, and subject to all the terms and conditions herein contained and fairly
implied by the terms hereinafter set forth.
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SECTION 1. TERM.
1.1 This Agreement shall be for an initial term of one (1) year, commencing on
October 1, 2004 (the "Commencement Date"), and ending on September
30, 2005.
1.2 Provided that the Concessionaire is not in default under Section 13 hereof,
and at the City's sole discretion, upon written notice from Concessionaire to
the City, which notice shall be given no later than 90 days prior to the
expiration of the initial term of the Agreement. The City may extend the term
of this Agreement for an additional one (1) year period, commencing on
October 1, 2005, and ending on September 30, 2006.
SECTION 2. CONCESSION AREA.
2.0 The City hereby grants to the Concessionaire the exclusive right, during the
term of this Agreement, to operate a concession for an open air street
market, as described herein, in the following area(s) (hereinafter referred to
collectively as the "Concession Area"), as more specifically delineated in
Exhibits 2.1, 2.2 and 2.3 herein:
2.1 Lincoln Road between Washinqton Avenue and Drexel Avenue.
This Concession Area is limited to the public right-of-way bounded on the
south by the southernmost line of the Lincoln Road right-of-way; bounded on
the north by the northernmost line of the Lincoln Road right-of-way; bounded
on the west by the easternmost edge of the sidewalk adjacent to and on the
east side of Drexel Avenue; and bounded on the east by the westernmost
edge of the sidewalk adjacent to and on the west side of Washington
Avenue, attached hereto and incorporated as Exhibit 2.1.
2.2 Drexel Avenue between Lincoln Lane North and Lincoln Lane South.
This Concession Area is limited to the public right-of-way bounded on the
south by the northernmost line of the Lincoln Lane South right-of-way;
bounded on the north by the southernmost line of the Lincoln Lane North
right-of-way; bounded on the west by the easternmost edge of the sidewalk
adjacent to and on the east side of Drexel Avenue; and bounded on the east
by the westernmost edge of the sidewalk adjacent to and on the west side of
Drexel Avenue, attached hereto and incorporated as Exhibit 2.2.
2.3 Lincoln Road between Drexel Avenue and Pennsvlvania Avenue.
This Concession Area is limited to the public right-of-way bounded on the
south by the southernmost line of the Lincoln Road right-of-way; bounded on
the north by the northernmost line of the Lincoln Road right-of-way; bounded
on the west by the easternmost edge of the sidewalk adjacent to and on the
east side of Pennsylvania Avenue; and bounded on the east by the
westernmost edge of the sidewalk adjacent to and on the west side of Drexel
Avenue, attached hereto and incorporated as Exhibit 2.3.
2.4 Notwithstanding the use of the Concession Area(s) granted to
Concessionaire above, Concessionaire herein understands, agrees, and
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acknowledges that the Concession Area, along with any and all other public
right-of-way area(s) not specifically identified herein, are public and, as such,
must remain available for the use and enjoyment of the general public
whether or not the public chooses to purchase any of Concessionaire's
goods, or otherwise partake of any of the services it provides. In the event
that a member of the public is within a particular area of the Concession
Area, Concessionaire agrees to allow for his/her continued peaceful
enjoyment of said area.
The Concession Area does not include those portions of the public right-of-
way where fountains, seating, or other public amenities or other uses
authorized/licensed/permitted by the City are currently located or may be
located in the future.
SECTION 3. USE(S).
The Concessionaire is hereby authorized to conduct the following kind(s) of business(es)
within the Concession Area, as provided below, all at its sole cost and expense:
3.1 Concessionaire shall operate and manage an open air street market,
commonly known and referred to herein as the "Lincoln Road Antique and
Collectibles Market" (the Market), which shall provide a venue for vendors to
sell and/or provide the following (as each is more specifically defined in
Section 3.2):
a) Antiques;
b) Vintage Goods; and
c) Collectibles.
This shall also generally include the rental of booths, tents, tables, signs or
space(s) (collectively the "facilities"), in conformance with the attached site
plans (Exhibits 2.1,2.2 and 2.3). The City herein approves the rental of the
aforestated facilities, and the prices for same, as provided in Section 18.
3.1.1 Facilities Desian:
The design, type, material, and color of any and all facilities, as
defined above, shall be approved in writing by the City's Planning
Department prior to the Commencement Date of this Agreement. A
photo or photo(s) of City-approved facilities is incorporated herein as
Exhibit 3.1.1. Thereafter, Concessionaire shall not change, alter, or
modify said City-approved design, type, material and color of any
facilities without the prior written consent of the City Manager or his
designee, and, if so approved, an updated Exhibit 3.1.1 will be made
a part of and incorporated into this Agreement.
3.1.2 Placement of Facilities:
All respective facilities within the Concession Area shall be placed
substantially in accordance with the attached site plans, herein
approved by the City and attached hereto and incorporated as
Exhibits 2.1, 2.2 and 2.3 herein. Concessionaire shall not deviate
from or alter the approved site plans without the prior written consent
of the City Manager or his designee.
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3.1.2.1
3.1.2.2
3.1.2.3
Comoliance with American with Disabilities Act (ADA) and
any other aoolicable accessibilitv standards:
Concessionaire agrees and acknowledges that during all
periods when its Market is in operation, including set-up
and break-down periods, it shall comply with ADA
standards, Florida Accessibility Code standards, and any
other applicable accessibility standards required by law,
including the provisions of the City's "Special Events
Disability Access Punch List", attached hereto and
incorporated as Exhibit 3.1.2.1 herein. Concessionaire's
compliance with the provisions set forth in the attached
Exhibit 3.1.2.1, includes, but shall not be limited to, any
and all responsibilities associated with "Event Producer" as
described therein.
The Concessionaire's responsibility to comply with the
aforementioned provisions in Subsection 3.1.2.1 include,
but are not limited to, ensuring that there is an accessible
path of travel from the handicap designated parking spaces
and public transportation stops within the boundary of,
areas associated with, and entrances to, Lincoln Road.
Concessionaire shall:
a) maintain accessible path(s) of travel that permit the
unobstructed access to the entryways of all
buildings, facilities, elements and spaces along
Lincoln Road;
b) maintain an unobstructed accessible path of travel
on both the north sidewalk and the south sidewalk of
Lincoln Road; and
c) maintain an unobstructed accessible path(s) of
travel from the north walkway to the south walkway
of Lincoln Road.
Notwithstanding the above, Concessionaire's responsibility
to comply with the requirements of Subsections 3.1.2.1 and
3.1.2.2 shall be limited to those areas within the
Concession Area as provided in Subsections 2.1, 2.2 and
2.3 herein.
3.1.3 Set Uo:
The set up of facilities to be placed within the Concession Area,
substantially in accordance with the site plan(s) approved pursuantto
Exhibits 2.1, 2.2 and 2.3, shall be in accordance with the days and
hours of operation in Section 9. Placement of vendor facilities shall be
in accordance with and shall not exceed the maximum numbers, set
forth in Exhibits 2.1, 2.2 and 2.3, attached hereto and incorporated
herein.
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3.1.4 Public Rioht-of-Wav:
The City and Concessionaire agree and acknowledge that the public's
use of the public right-of way is a prime consideration and must be
balanced accordingly with Concessionaire's proposed operations, as
set forth herein. Accordingly, notwithstanding the site plans and
maximum numbers (as provided for in the Set Up period) set forth in
Subsection 3.1.3, Concessionaire further agrees that, notwithstanding
its right to set up its maximum numbers, it will not alter or modify its
site plans without the prior written consent of the City Manager or his
designee.
Notwithstanding the preceding paragraph, City and Concessionaire
may, from time to time, meet to review and, subject to City's prior
written consent, revise the maximum numbers (as provided for in the
Set-Up period) set forth in Subsection 3.1.3.
3.1.5 Interaction and Coordination with Other Lincoln Road Operations and
Events:
Concessionaire agrees and understands that there are other
businesses, establishments, operations and events which are
ongoing, or may occur from time to time within, or in close proximity to
the Concession Area. As such, Concessionaire 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.
As this Subsection 3.1.5 relates to that certain Concession Agreement
by and between the City and The Market Company, Inc., dated March
17, 2004, for the Management and Operation of the Lincoln Road
Green Market, it shall be understood and agreed that:
a) The Lincoln Road Antique and Collectibles Market shall have
first priority use of the portion of the Concession Area, as
defined in Subsection 2.1 herein, during such times as said
Antique and Collectibles Market is operating.
b) Should the Lincoln Road Green Market desire to utilize that
portion of the Concession Area described in Subsection 2.1 , it
shall only be permitted to do so:
i. with Concessionaire's prior written approval; and
ii. only for as long as the Lincoln Road Green Market
maintains the following longstanding vendors in said
Area:
1) Ivan Comas;
2) Susana Garciga; and
3) Emil Ciuraru.
In the event that one or more of the aforestated vendors ceases to
operate in the Lincoln Road Green Market, The Market Company
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shall not be allowed to replace the respective vendor(s) with another
vendor(s) during the remaining term of the Lincoln Road Green
Market Concession Agreement. To that end, in the event that all of
the aforementioned vendors cease to operate in the Lincoln Road
Green Market, The Market Company's use of this portion of the
Concession Area described herein, shall immediately terminate.
3.1.6 Conflict Resolution:
Concessionaire recognizes and understands that conflicts with one or
more of the following entities, groups, and/or individuals may arise
during the term of this Agreement, or any extensions thereof:
. Conflicts between Lincoln Road (or other)
Merchants/Businesses and Concessionaire
. Conflicts between Vendors and Concessionaire
. Conflicts between Vendors and the General Public
. Conflicts between General Public and Concessionaire
As such, Concessionaire further recognizes and understands that
notice of said conflicts may be directed to the attention of
Concessionaire or the City. In the event a notice of conflict is
communicated to the City, the City will communicate same to the
Concessionaire, as soon as practicable.
Whenever a conflict arises, upon Concessionaire's receipt of notice of
same, whether written or verbal, between any of the aforestated
entities, groups, or individuals, with any of Concessionaire's
operations, resolution to said conflicts will be addressed in the
following manner:
1. Concessionaire 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 the Concessionaire 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 City
Manager's designee, to address the conflict. At that time, the
City Manager's designee will recommend a resolution. The City
Manager's 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. For purposes of this
Section, the City Manager's designee shall be the Asset
Manager of the City.
3. In the event the resolution recommended by the City
Manager's designee is not acceptable to the Concessionaire or
the conflicted party, the City Manager's designee shall inform
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3.1.7
3.1.8
3.1.9
3.1.10
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 Concessionaire
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 Concessionaire, and Concessionaire shall agree
to be bound by same except for conflicts between non-merchant
vendors and Concessionaire which shall be resolved between the
respective parties.
Concessionaire agrees and understands that the above referenced
conflict resolution language is not applicable to any conflicts that may
arise between the City and the Concessionaire pursuant to this
Agreement, or conflicts outside of the City's purview, control or
jurisdiction.
The condition and quality of Concessionaire'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 open air markets located in
other world class areas. It is the City's intent, and Concessionaire
hereby agrees and acknowledges same, to develop and promote
world class open air street market facilities and operations that would
be comparable to those found in other world class public areas.
Accordingly, Concessionaire shall not only, at a minimum, ensure that
all facilities placed within the Concession Area are well maintained
and in usable condition, but shall adhere, as indicated in this
Subsection, to high ongoing maintenance standards for same
consistent with the aforementioned condition and quality.
Quality of goods and services offered will be first-rate and comparable
to that available in open air markets in other world class areas on par
with the City of Miami Beach or, at a minimum, to the quality and
pricing of goods and services provided by privately owned businesses
selling like goods and services within the City of Miami Beach.
In addition to Concessionaire's general maintenance obligations for
the Concession Area, as set forth in Section 10 hereof, all portions of
the Concession Area shall at all times be maintained in a clean and
sanitary manner.
Concession operations shall be offered to patrons at all times during
the days and hours of operation set forth in Section 9 herein.
However, if the City, at its sole discretion, deems that there is a
decrease in demand for the concession operations, or if the
Concessionaire provides the City with written notice that it is desirous
of reducing its hours of operation, (i) the City shall provide
Concessionaire with a minimum of two (2) weeks prior written notice,
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requesting the specific decrease in Concessionaire's operation, or (ii)
Concessionaire shall provide the City with, at minimum, two weeks
prior written notice, requesting to reduce said hours, for the City's
written approval (which shall not be unreasonably withheld) prior to
implementing said schedule of reduced hours of operation. Said
notice to the City shall include the newly proposed schedule of
operation. In the event the City requests that Concessionaire
decrease its operations pursuant to this Subsection, then the partial
termination provisions of Subsection 13.6.3 shall apply.
Similarly, if Concessionaire is desirous of increasing its hours of
operation in the Concession Area then, in that event, the
Concessionaire shall obtain the City's prior written consent.
Concessionaire agrees and acknowledges that any Concessionaire
requested reduction in the scheduled hours of operation as may be
provided herein shall not in any way reduce Concessionaire's financial
responsibility to the City, as required in Section 4, except if same is
deemed by the City to be a partial termination pursuant to Subsection
13.6.3.
3.2 Permitted Concession Operations / Uses.
3.2.1 Antiaues:
This shall generally include the sale of items created at least 100
years prior to the execution of this Agreement.
3.2.2 Vintaae Goods:
This shall generally include the sale of items of high style and quality
created at least 25 years prior to the execution of this Agreement.
3.2.3 Collectibles:
This shall generally include the sale items including, but not limited to,
jewelry, bric-a-brac, reproductions, memorabilia, art, and creative
uses of recycled components, etcetera, in the spirit of antique and/or
vintage.
3.2.4 In the event that the City Manager or his designee determines, at his
sole option and discretion, that all or a portion of Concessionaire's
proposed uses, pursuant to Subsection 3.1 and as defined in Section
3.2, are no longer desired, then the City may revoke Concessionaire's
right to provide all or a portion of said uses, without cause, upon thirty
(30) days written notice to Concessionaire. Any percentage of gross
paid by Concessionaire (pursuant to Subsections 4.2 and 4.3) to City
with regard to a delete/discontinued use, shall be prorated and/or
adjusted accordingly as of the date of termination of said use, and no
further payment shall be required for same during the term of this
Agreement, unless the City reinstates the use, at which time the
payment provisions of Subsections 4.2 and 4.3 shall once again
apply.
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3.3 Intentionally Omitted.
3.4 Intentionally Omitted.
3.5 Intentionally Omitted.
3.6 Off-Duty Police / Field Monitor.
3.6.1 Off-Dutv Police:
Concessionaire agrees to provide Off-duty Police services as same is
required pursuant to City of Miami Beach policy or as may be required
in accordance with applicable law. Notwithstanding the foregoing,
Concessionaire, at minimum, shall provide, at its sole cost and
expense, at least one (1) Off-duty Police Officer during hours of
operation, including set-up and break down periods, on days that the
Market is scheduled to operate.
3.6.2 Field Monitor:
Additionally, Concessionaire agrees and understands that a Field
Monitor, who will report to and be under the direction of the City, is
required for a minimum of two (2) hours daily on Sunday in order to
assist in monitoring concession operations. Concessionaire further
agrees and understands that any and all costs associated with said
Field Monitor shall be borne by Concessionaire and reimbursed to the
City on a monthly basis, along with its regularly scheduled monthly
payments pursuant to Section 4.2 herein. Concessionaire's
responsibility for the costs associated with said Field Monitor position
for the initial term shall be limited to Seventeen ($17.00) Dollars per
hour. During the renewal term, said limit shall be increased by 3% per
contract year or by the annual Consumer Price Index, All Urban
Consumers, as reported by the U.S. Bureau of Labor Statistics (CPI),
whichever is greater.
3.6.3 Concessionaire supervisory/management employee shall be on duty
and on-site within the Concession Area at all times during which the
Market is operating, including but not limited to Set-Up and Move-Out
periods, as defined in Subsection 9.2 herein.
3.7 Vendor Selection / First Prioritv to Miami Beach Merchants.
3.7.1 Within thirty (30) days from the Commencement Date of this
Concession Agreement, and for a period of thirty (30) days thereafter,
the Concessionaire shall offer Miami Beach licensed merchants the
opportunity to participate (a booth space in the Market) as vendors
before opening its search to the general public or other networks. The
Concessionaire will establish this "pool" and will also serve as the
clearinghouse for booth availability and vendor applicants. The
Concessionaire shall commit to use this clearinghouse during the
initial availability of booth space before expanding its search to other
networks.
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The Concessionaire will use best efforts to ensure that all Miami
Beach licensed merchants are contacted and that announcements
regarding booth availability are disseminated throughout the City of
Miami Beach, as quickly as possible so as to take optimum advantage
of the thirty (30) day availability period, including but not limited to,
advertising in a local newspaper, placing information on the Market or
other websites, or other similar efforts.
The Concessionaire will make itself available to answer any questions
potential applicants may have about the Market.
3.7.2 Notwithstanding the foregoing, and for purposes of this Section 3.7, in
the event that the number of responsive Miami Beach licensed
merchants desirous of participating in the Market would cause
Concessionaire to displace any vendors who have been and are
currently and actively participating in the Market as of the date of
execution of this Agreement, and such displacement is directly due to
lack of available space within the Concession Area, then in such
event Concessionaire and the City agree to meet and discuss, in
good faith, and make reasonable efforts to resolve this matter. It is
understood by the parties herein, that the intent of this Subsection 3.7
is not to displace vendors who are currently and actively participating
in the Market but to provide opportunities for those Miami Beach
licensed merchants who desire to participate in the Market.
3.7.3 The Concessionaire will keep and make available to the City for
inspection, upon notice by the City, carefully detailed records,
including the name, address, telephone numbers, qualifications,
experience, and the proposed goods and services to be offered for
sale by its vendors, and will pay particular attention to matching
vendors and booths with appropriate locations.
3.8 Removal of Concession Facilities.
Concessionaire agrees that all its facilities or other items used in the
concession operations will be removed from the public right-of-
way/Concession Area and said removal shall be done on a daily basis, in
compliance with the time parameter(s) set forth in Subsection 9.2 herein.
3.9 Hurricane Evacuation Plan.
Concessionaire agrees that all its facilities or other items used in the
concession operations will be removed from the public right-of-
way/Concession Area and said removal shall immediately begin no later than
upon the issuance of a Hurricane Warning by the Miami-Dade County Office
of Emergency Management, and stored at a private, off-site location.
3.10 Citv Occupational Licenses.
Concessionaire shall obtain, at its sole cost and expense, any occupational
licenses required by City law, as amended from time to time, for its proposed
operations, as contemplated in Section 3 of this Agreement. For purposes of
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this Agreement, Concessionaire shall obtain the applicable "Promoters"
category City occupational license.
SECTION 4. CONCESSION FEES.
4.1
SecuritvDeposit.
Upon execution of this Agreement Concessionaire shall furnish the City with
a Security Deposit, in the amount of Two Thousand Five Hundred ($2,500)
Dollars (approximately equal to one month's rent based on the Market's prior
year's actual revenues). Said Security Deposit shall serve to secure
Concessionaire's performance in accordance with the provisions of this
Agreement. In the event the Concessionaire fails to perform in accordance
with said provisions, the City may retain said Security Deposit, as well as
pursue any and all other legal remedies provided herein, or as may be
provided by applicable law.
The parties agree and acknowledge that the foregoing condition is intended
to be a condition subsequent to the City's approval of this Agreement.
Accordingly, in the event that Concessionaire does not satisfy the
aforestated condition within the time periods provided herein, then the City
Manager or his designee may immediately, without further demand or notice,
terminate this Agreement without being prejudiced as to any remedies which
may be available to him for breach of contract.
4.2 Percentaqe of Gross (PG) vs. Minimum Guarantee (MG).
4.2.1. During the initial term, and any renewal term, of the Agreement,
Concessionaire shall pay the City, on a monthly basis, and within
thirty (30) calendar days from the end of each month during the term
herein, an amount equal to twelve and one-half (12.5%) percent of
Concessionaire's gross receipts (PG).
4.2.2.
EXAMPLE: (If current year's gross does not exceed 110% of prior year's gross)
If the prior year's Gross Receipts were $100,000, and this year's gross receipts
are $109.000 (i.e. 109% of prior year) then Concessionaire would pay the City:
12.5% on the first $109,000 or $13.625
Total $13,625
In the event Concessionaire's annual gross receipts exceed 110% of
its prior year's gross receipts, then Concessionaire shall pay its PG,
as required in Subsection 4.2.1, plus an additional amount equal to
2.5% of that portion of Concessionaire's gross receipts that exceeds
100%; but is less than or equal to 120%, of its prior year's gross
receipts.
EXAMPLE: (Triggered by 110%+ of prior year's gross)
If the prior year's Gross Receipts were $100.000, and this year's gross receipts
are $119.000 (i.e. 119% of prior year) then Concessionaire would pay the City:
12.5% on the first $100,000 or $12,500, and
15% on the next $19,000 or $ 2,850
Total $15,350
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4.2.3.
In the event Concessionaire's annual gross receipts exceed 120% of
its prior year's gross receipts, then Concessionaire shall pay its PG,
as required in Subsections 4.2.1 and 4.2.2, plus an additional amount
equal to 2.5% of Concessionaire's gross receipts that exceed 120% of
its prior year's gross receipts.
EXAMPLE: (Triggered by 120%+ of prior year's gross)
If the prior year's Gross Receipts were $100,000, and this year's gross receipts
are $130.000 (i.e. 130% of prior year) then Concessionaire would pay the City:
12.5% on the first $100,000 or $12,500, plus
15% on the next $20,000 or $ 3,000, plus
17.5% on the last $10,000 $1.750
Total $17,250
4.2.4. In the event that the annual PG is less than the amount provided in
Subsection 4.3 below, then the Concessionaire shall also pay to the
City, on an annual basis, the difference between the PG amount and
the MG amount (provided in Subsection 4.3 below), no later than 30
days after the expiration of the initial term, or of the renewal term of
this Agreement, as the case may be.
4.2.5. The term "gross receipts" is understood to mean all income, whether
collected or accrued, derived by the Concessionaire under the
privileges granted by this Agreement, excluding amounts of any
Federal, State, or City sales tax, or other tax, governmental
imposition, assessment, charge or expense of any kind, collected by
the Concessionaire from customers and required by law to be
remitted to the taxing or other governmental authority. Except as
otherwise provided, with regard to a special event under Subsection
16.1 hereof in which Concessionaire is not permitted to continue
operating, the pro-rata share due to the City for the event days will be
abated.
4.3 Minimum Guarantee (MG).
Notwithstanding the PG payment required pursuant to Subsection 4.2, and in
consideration of the City executing this Agreement and granting the rights
provided in this Agreement, Concessionaire shall pay to the City a Minimum
Guaranteed Annual Concession Fee (MG) ofThirty One Thousand ($31,000)
Dollars for the initial term. Said initial MG is based on a percentage
(approximately 100%) of the 2003/2004 Fiscal Year revenues received by
the City of Miami Beach, from Production Sud, Inc., pursuant to the
Production Sud's Special Event permit for the Lincoln Road Antique and
Collectibles Market for the respective time period, and shall be paid annually
in accordance with Sections 4.2 and 4.3, as applicable.
In the event that the City, at its sole discretion, chooses to extend the term of
this Agreement for the additional one (1) year renewal term, the renewal term
year MG shall be automatically increased, by five percent (5%) from the
previous year's MG, or one-hundred (100%) percent of the prior year
revenues remitted to the City, whichever is greater, and shall be due and
payable to the City, in accordance with Sections 4.2 and 4.3, as applicable.
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4.4 Use of Electricitv.
Neither Concessionaire, nor its Vendors shall use, or have the right to use,
any electrical outlet located on any City right-of-way or City-owned property,
nor shall use, or have the right to use, any other means by which to access
electricity from any City public right-of-way, or any City-owned property.
In the event Concessionaire and/or its Vendor(s) intend to access and use
electricity from any privately-owned property or source, same must be in
accordance with applicable law, including the procurement of all applicable
permits and authorization related to same.
4.5 Interest for Late Payment.
Any payment which Concessionaire is required to make to City which is not
paid on or before the respective date provided for in this Agreement shall be
subject to interest at the rate of twelve percent (12%) per annum, from the
due date of payment until such time as payment is actually received by the
City.
4.6 Sales and Use Tax.
It is also understood that, if applicable, the required Florida State Sales and
Use Tax shall be added to Concessionaire's payments and forwarded to the
City as part of said payments. It is the City's intent that it is to receive all
payments due from Concessionaire as net of such Florida State Sales and
Use Tax.
SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS.
Concessionaire shall maintain current, accurate, and complete financial records on an
accrual basis of accounting related to its operations pursuant to this Agreement. Systems
and procedures used to maintain these records shall include a system of internal controls
and all accounting records shall be maintained in accordance with generally accepted
accounting principles and shall be open to inspection and audit, but not photocopying, by
the City Manager or his designee upon reasonable prior request and during normal
business hours. Such records and accounts shall include a breakdown of gross receipts,
expenses, and profit and loss statements and such records shall be maintained as would
be required by an independent CPA in order to audit a statement of annual gross receipts
and profit and loss statement pursuant to generally accepted accounting principles.
A monthly report of gross receipts must be submitted to the City, through the Finance
Department's Revenue Manager, to be received no later than thirty (30) days after the
close of each month.
SECTION 6. INSPECTION AND AUDIT.
Concessionaire shall maintain its financial records pertaining to its operations for a period
of three (3) years after the conclusion of the initial term, or (if approved) the renewal term,
and such records shall be open and available to the City Manager or his designee, as
deemed necessary by the City Manager or his designee. Concessionaire shall maintain all
such records at its principal office, currently located at 428 Espanola Way, Miami Beach,
Florida, 33139 or, if moved to another location, all such records shall be relocated, at
Concessionaire's expense, to a location within the City of Miami Beach, within ten (10)
days' written notice from the City that the City desires to review said records.
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The City Manager or his designee shall be entitled to audit Concessionaire's records
pertaining to its operation as often as it deems reasonably necessary throughout the term
of this Agreement, and three (3) times within the three (3) year period following termination
of the Agreement, regardless of whether such termination results from the natural
expiration of the term or for any other reason. The City shall be responsible for paying all
costs associated with such audits, unless the audit(s) reveals a deficiency of five percent
(5%) or more in Concessionaire's statement of gross receipts for any year or years audited,
in which case the firm shall pay to the City, within thirty (30) days of the audit being
deemed final (as specified below), the cost of the audit and a sum equal to the amount of
the deficiency revealed by the audit, plus interest; provided, however, the audit shall not be
deemed final until Concessionaire has received the audit and has had a reasonable
opportunity to review the audit and discuss the audit with the City. Nothing contained within
this Section shall preclude the City's audit rights for resort tax collection purposes.
Concessionaire shall submit at the end of the initial term (and, if approved, the renewal
term), an audited annual statement of gross receipts, in a form consistent with generally
accepted accounting principles.
It is Concessionaire's intent to stay informed of comments and suggestions by the City
regarding Concessionaire's performance under the Agreement. Within thirty (30) days after
the end of the initial term (and, if approved, the renewal term), Concessionaire and City
may meet to review Concessionaire's performance under the Agreement. At the meeting,
Concessionaire and City may discuss quality, operational, maintenance and any other
issues regarding Concessionaire's performance under the Agreement.
SECTION 7. TAXES. ASSESSMENTS, AND UTILITIES.
7.1 Concessionaire agrees to and shall pay before delinquency all taxes
(including but not limited to resort taxes) and assessments of any kind
assessed or levied upon Concessionaire by reason of this Agreement or by
reason of the business or other activities and operations of Concessionaire
upon or in connection with the Concession Area. Concessionaire will have
the right, at its own expense, to contest the amount or validity, in whole or in
part, of any tax and/or assessment by appropriate proceedings diligently
conducted in good faith. Concessionaire may refrain from paying a tax or
assessment to the extent it is contesting the assessment or imposition of
same in a manner that is in accordance with law; provided, however, if, as a
result of such contest, additional delinquency charges become due,
Concessionaire shall be responsible for such delinquency charges, in
addition to payment of the contested tax and/or assessment if so ordered.
Concessionaire shall also pay for any fees imposed by law for licenses or
permits for any business, activities, or operations of Concessionaire upon the
Concession Area.
Concessionaire shall pay before delinquency any and all charges for utilities
used by, for, or on behalf of the operations contemplated herein (including,
but not limited to, water, electricity, gas, heating, cooling, sewer, telephone,
trash collection, etc.).
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7.1.1 Electricitv:
Intentionally Omitted.
7.2 Procedure If Ad Valorem Taxes Assessed.
Notwithstanding Subsection 7.1 above, the parties agree that the concession
operations contemplated herein are for public purposes and, therefore, no ad
valorem taxes should be assessed by the Miami-Dade County Tax
Appraiser. If, however, said taxes are assessed, City and Concessionaire
shall use reasonable efforts to address payment of same.
SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS.
8.1 In connection with the performance of its responsibilities hereunder,
Concessionaire may hire its own employees and/or independent contractors,
who will be employees and/or independent contractors of Concessionaire
and not employees or agents of the City. Additionally, Concessionaire's
vendors shall not be considered agents or employees of the City.
Concessionaire shall select the number, function, qualifications,
compensation, including benefits (if any), and may, at its discretion and at
any time, adjust or revise the terms and conditions relating to its employees
and/or independent contractors.
8.2 Concessionaire shall ensure that all its employees and/or independent
contractors observe all the graces of personal grooming. The Concessionaire
shall hire people to work in its concession operation who are neat, clean, well
groomed and shall comport themselves in a professional and courteous
manner, and ensure that its vendors and/or independent contractors comply
with same. The Concessionaire and any persons hired by same, shall never
have been convicted of a felony. If Concessionaire materially fails to comply
with this provision the City may default Concessionaire pursuant to Section
13 herein.
8.3 The Concessionaire shall have an experienced manager or managers
overseeing the concession operations at all times.
SECTION 9. SCHEDULE OF OPERATION.
Concessionaire's operations shall be open on the Concession Area, in accordance with the
schedule outlined below, weather or events of force majeure permitting.
9.1
Dav(s) of Operation:
Sundays only, more specifically as follows:
October 10 & 24, 2004
November 14 & 28,2004
December 5 & 19, 2004
January 9 & 23, 2005
February 13 & 27,2005
March 6 & 27,2005
April 10 & 24,2005
May 1 & 15, 2005
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In the event the City exercises its option to extend this Agreement for an
additional one year term, as provided for in Subsection 1.2 herein,
Concessionaire's day(s) of operation shall continue to be on Sundays only.
Concessionaire shall provide the City with said dates of operation, prior to
City authorizing any extension of the term.
9.2 Operatino Hours:
Set-Up:
Must not begin earlier than 12:01 AM and end by 9:00 AM
Market operating hours:
9:00 AM to 6:00 PM
Move-Out:
6:00 PM to 11 :30 PM
Any change in the days or hours of operation require the prior written consent of the City
Manager including, but not limited to, change in the days and hours of operation requested
pursuant to Subsection 3.1.10.
SECTION 10. MAINTENANCE.
10.1 The Concessionaire accepts the use of the Concession Area provided in this
Agreement in its "as is" condition. Concessionaire assumes sole
responsibility and expense for maintenance of the Concession Area and its
facilities therein. This shall include daily removal of litter, garbage and debris,
said removal to be the sole responsibility and expense of Concessionaire.
Daily maintenance shall be accomplished on all days and hours
Concessionaire operates. Concessionaire agrees, also at its sole cost and
expense, to pay for all garbage disposal generated by its operations.
10.2 Garbaoe Receptacles.
With respect to litter, garbage and debris removal, the Concessionaire shall
provide, at its sole cost and expense, receptacles within the confines of the
Concession Area and shall provide a sufficient number of these receptacles
for its own use and for the use of the public that patronizes the Market.
Disposal of the contents of said receptacles and removal of litter, garbage
and debris within the Concession Area, shall be accomplished by the end of
the day on all days on which the Concessionaire operates, and shall be the
sole responsibility of the Concessionaire. Any costs for removal of the
contents of said trash receptacles by the City, because of the
Concessionaire's failure to do the same, will be charged to, and become the
responsibility of, the Concessionaire. The dumping or disposal of any refuse,
discards, trash or garbage, generated by, or as a result of the concession
operations, into any City trash receptacles by the Concessionaire (including
its staff, employees and/or vendors) shall be strictly prohibited. Determination
of the "number" of receptacles shall at all times be within the City's sole
discretion, and Concessionaire shall agree to be bound by same.
10.3 Pressure Cleanino.
Concessionaire shall be responsible, at its sole cost and expense, for the
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pressure cleaning of the Concession Area, including all abutting sidewalks
and public right-of-way adjacent thereto, at least once every four (4) months,
or on an as needed basis, as deemed by the City, in its sole discretion.
10.4 Facilities.
Intentionally Omitted.
10.5 Orderly Operation.
The Concessionaire shall have a neat and orderly operation at all times and
shall be solely responsible for the necessary housekeeping services to
properly maintain the Concession Area and all facilities incident thereto. The
Concessionaire shall make available all operations and facilities within the
Concession Area (including but not limited to vendor facilities) for
examination during days and hours of operation by the City Manager or his
authorized representative.
10.6 No Oanqerous Materials.
10.6.1 The Concessionaire agrees not to use or permit in the Concession
Area and/or facilities the storage and/or use of gasoline, fuel oils,
diesel, illuminating oils, oil lamps, combustible powered electricity
producing generators, turpentine, benzene, naphtha, propane, natural
gas, or other similar substances, combustible materials, or explosives
of any kind, or any substance or thing prohibited in the standard
policies of fire insurance companies in the State of Florida. Any such
substances or materials found within the Concession Area and/or
facilities shall be immediately removed.
10.6.2 Notwithstanding any contrary provisions of this Agreement,
Concessionaire, after the Commencement Date, 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
Concessionaire, and/or its employees, vendors, agents and/or
subcontractors, after the Commencement Date, but during the term of
this Agreement, of any hazardous substance or petroleum products
on, under, in or upon the Concession Area as those terms are defined
by applicable Federal and State Statute, or any environmental rules
and environmental regulations promulgated thereunder; provided,
however, Concessionaire shall have no liability in the event of the
willful misconduct or gross negligence ofthe City, its agents, servants
or employees. The provisions of this Subsection 10.6 shall survive the
termination or earlier expiration of this Agreement.
10.7 Security.
The Concessionaire shall be responsible for and provide reasonable security
measures which may be required to protect the Concession Area and any of
the facilities, goods and/or other equipment thereon. Under no circumstances
shall the City be responsible for any stolen or damaged goods, facilities,
materials and/or other equipment, nor shall City be responsible for any stolen
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or damaged personal property of Concessionaire's employees, vendors,
patrons, guests, invitees, and/or other third parties.
10.8 Vehicles on the Public Riqht-of-Wav.
Concessionaire's employees, vendors, patrons, guests, invitees, and/or other
third parties vehicles and/or trailers shall only be allowed on the street
adjacent to Concession Area/public right-of-way for purposes of setting up
the concession operations, and to remove same at the close of operations
each day, and any and all such vehicles for purposes thereon must be
removed from the public right-of-way immediately thereafter. Concessionaire
shall contractually require that anyone operating a vehicle for, or on behalf of
Concessionaire and/or its employees, agents, and/or vendors, must have a
current valid Florida Driver's License. Said set-up and move-out operations
shall only be permitted during regular hours for same, pursuant to
Subsection 9.2 herein, and shall be completed safely and expeditiously. No
vehicular traffic or parking will be permitted on the public right-of-way during
concession hours of operation, pursuant to Subsection 9.2 herein. Access to
the public right-of-way shall only be permitted via specifically designated
points authorized for such use and the nearest authorized access to a
concession vendor's operation.
Vehicles operated on the public right-of-way shall not exceed 5 M.P.H. and
shall only operate in the immediate vicinity of the concession, or to-and-from
the nearest predetermined and assigned access point. After transporting
facilities, goods, merchandise, equipment, and/or other items to the
Concession Area, the vehicles shall be removed from the public right-of-way
and parked in a legally authorized location. Driving on the public right-of-way
shall be kept to a minimum. No vehicular traffic will be permitted on the
public right-of-way, at any time or for any purpose, other than as stated
herein.
Vehicle operator must inspect the vehicles perimeter and surrounding area,
prior to turning the vehicles ignition switch, to assure a clear path of egress
and only proceed with extreme caution.
10.9 Inspection.
The Concessionaire agrees that the Concession Area and all facilities and
operations thereon, including but not limited to vendor booths, may be
inspected at any time during days and hours of operation by the City
Manager or his designee, or by any other Municipal, County, State officer, or
agency having responsibilities for inspections of such operations. The
Concessionaire hereby waives all claims against the City for compensation
for loss or damage sustained by reason of any interference (which
interference, if by the City, must be reasonable) with the concession
operation by any public agency or official in enforcing their duties or any laws
or ordinances. Any such interference (which interference, if by the City, must
be reasonable) shall not relieve the Concessionaire from any obligation
hereunder.
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SECTION 11. INSURANCE.
Concessionaire shall maintain, at its sole cost and expense, the following types of
insurance coverage at all times throughout the term of this Agreement.
a. Comprehensive General Liability in the minimum amount of One Million
Dollars ($1,000,000) per occurrence for bodily injury and property damage.
This policy must also contain coverage for premises operations, products
and contractual liability.
b. Workers Compensation Insurance shall be provided as required under the
Laws of the State of Florida.
c. Automobile Insurance for any vehicles used for, or associated with
concessionaire's operations shall be provided covering all owned, leased,
and hired vehicles and non-ownership liability for not less than the following
limits:
Bodily Injury
Bodily Injury
Property Damage
$1,000,000 per person
$1,000,000 per accident
$1,000,000 per accident
Failure to procure or maintain the required insurance program shall, at the
City's discretion, either (i) constitute an automatic default of the Concession
Agreement under which the City may, upon written notice to Concessionaire,
immediately terminate the Agreement; or (ii) the City, in its sole discretion,
may obtain the insurance itself, in which case said insurance shall be charged
back to the Concessionaire as provided in the following paragraph.
The policies of insurance referred to above shall not be subject to cancellation or
changing coverage except upon at least thirty (30) days prior written notice to the
City, and then only subject to the prior written approval of the City Manager or his
designee. Prior to the Commencement Date of this Agreement, Concessionaire
shall provide City with a Certificate of Insurance for each such policy. ALL
POLICIES SHALL NAME THE CITY OF MIAMI BEACH FLORIDA AS AN
ADDITIONAL NAMED INSURED. All such policies shall be obtained from
companies authorized to do business in the State of Florida with an A.M. Best's
Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and
any replacement or substitute company shall also be subject to the approval of the
City's Risk Manager. Should Concessionaire fail to obtain, maintain or renew the
policies of insurance referred to above, in the required amounts, the City may, at its
sole discretion, automatically terminate this Agreement or, in the alternative, deem
to obtain such insurance, and any sums expended by City in obtaining said
insurance, shall be repaid by Concessionaire to City, plus ten percent (10%) of the
amount of premiums paid to compensate City for its administrative costs. If
Concessionaire fails to repay City's expenditures within fifteen (15) days of demand,
the total sum owed shall accrue interest at the rate of twelve percent (12%) until
paid, or, at its option, the City may declare the Agreement in default pursuant to
Section 13 herein.
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SECTION 12. INDEMNITY.
12.1 In consideration of a separate and specific consideration of $10.00 and other
good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, Concessionaire shall indemnify, hold harmless and
defend the City, its agents, servants and employees from and against any
claim, demand or cause of action of whatsoever kind or nature arising out of
error, omission, or negligent act of Concessionaire, and/or its vendors,
agents, servants, employees and/or subcontractors and/or
subconcessionaires in the performance of services under this Agreement.
12.2 In addition, in consideration of a separate and specific consideration of
$10.00 and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, Concessionaire shall indemnify, hold
harmless and defend the City, its agents, servants or employees, from and
against any claim, demand or cause of action of whatever kind or nature
arising out of any misconduct of Concessionaire, and/or its vendors, agents,
servants, employees and/or subcontractors and/or subconcessionaires, not
included in the paragraph in the Subsection above and for which the City, its
agents, servants or employees are alleged to be liable.
12.3 Subsections 12.1 and 12.2 shall survive the termination or expiration of this
Agreement. Subsections 12.1 and 12.2 shall not apply, however, to any such
liability, that arises as a result of the willful misconduct or gross negligence of
the City, its agents, servants or employees.
12.4 Subroqation.
The terms of insurance policies referred to in Section 11 shall preclude
subrogation claims against Concessionaire, the City and their respective
officers, employees and agents.
12.5 Force Maieure.
Neither party shall be obligated to perform hereunder and neither party shall
be deemed to be in default if performance is prevented by:
a. fire which renders at least thirty percent (30%) of the Concessionaire's
cumulative facilities and operations unusable and which is not caused
by negligence of Concessionaire;
b. earthquake; hurricane; flood; act of God; civil commotion occurring on
the Concession Area during or in connection with any event or other
matter or condition of like nature; or
c. any law, ordinance, rule, regulation or order of any public or military
authority stemming from the existence of economic or energy
controls, hostilities, or war.
12.6 Labor Dispute.
In the event of a labor dispute which results in a strike, picket or boycott
affecting the Concession Area or operation described in this Agreement,
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Concessionaire shall not thereby be deemed to be in default or to have
breached any part of this Agreement, unless such dispute shall have been
caused by illegal labor practices or violations by Concessionaire of applicable
collective bargaining agreements and there has been a final determination of
such fact which is not cured by Concessionaire within thirty (30) days.
12.7 Waiver of Loss from Hazards.
The Concessionaire hereby expressly waives all claims against the City for
loss or damage sustained by the Concessionaire resulting from fire, water,
natural disasters/acts of God (e.g. hurricane, tornado, etc.), civil commotion,
riot, or any other Force Majeure contemplated in Subsection 12.5 and Labor
Dispute in Subsection 12.6 above, and the Concessionaire hereby expressly
waives all rights, claims, and demands against the City and forever releases
and discharges the City of Miami Beach, Florida, from all demands, claims,
actions and causes of action arising from any of the aforesaid causes.
SECTION 13. DEFAULT AND TERMINATION.
Subsections 13.1 through 13.3 shall constitute events of default under this Agreement. An
event of default by Concessionaire shall entitle City to exercise any and all remedies
described as City's remedies under this Agreement, including but not limited to those set
forth in Subsection 13.4. An event of default by City shall entitle Concessionaire to exercise
any and all remedies described as Concessionaire's remedies under this Agreement,
including but not limited to those set forth in Subsection 13.5.
13.1 Bankruptcy.
If either the City or Concessionaire shall be adjudged bankrupt or insolvent,
or if any receiver or trustee of all or any part of the business property of
either party shall be appointed, or if any receiver of all or any part of the
business property shall be appointed and shall not be discharged within sixty
(60) days after appointment, or if either party shall make an assignment of its
property for the benefit of creditors, or shall file a voluntary petition in
bankruptcy, or insolvency, or shall apply for reorganization or arrangement
with its creditors under the bankruptcy or insolvency laws now in force or
hereinafter enacted, Federal, State, or otherwise, or if such petitions shall be
filed against either party and shall not be dismissed within sixty (60) days
after such filing, then the other party may immediately, or at any time
thereafter, and without further demand or notice, terminate this Agreement
without being prejudiced as to any remedies which may be available to it for
breach of contract.
13.2 Default in Pavment.
In the event Concessionaire fails to submit any payment within five (5) days
of its due date, there shall be a late charge of $50.00 per day for such late
payment, in addition to interest at the highest rate allowable by law (currently
12% per annum). If any payment and accumulated penalties are not received
within fifteen (15) days after the payment due date, and such failure
continues three (3) days after written notice thereof, then the City may,
without further demand or notice, terminate this Concession Agreement
without being prejudiced as to any remedies which may be available to it for
breach of contract.
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13.3 Non-Monetary Default.
In the event that Concessionaire or the City fails to perform or observe any of
the covenants, terms or provisions under this Agreement, and such failure
continues thirty (30) days after written notice thereof from the other party
hereto, such non-defaulting party may immediately or at any time thereafter,
and without further demand or notice, terminate this Agreement without
being prejudiced as to any remedies which may be available to it for breach
of contract. In the event that a default is not reasonably susceptible to being
cured within such period, the defaulting party shall not be considered in
default if it shall, within such period, commence with due diligence and
dispatch to cure such default and thereafter completes with dispatch and due
diligence the curing of such default, but in no event shall such extended cure
period exceed ninety (90) days from the date of written notice thereof. In the
event Concessionaire cures any default pursuant to this Subsection, it shall
promptly provide City with written notice of same.
13.4 City's Remedies for Concessionaire's Default.
If any of the events of default, as set forth in this Section 13, shall occur, the
City may, after notice (if required) and the expiration of cure perioqs (as
provided above), at its sole option and discretion, institute such proceedings
as in its opinion are necessary to cure such defaults and to compensate City
for damages resulting from such defaults, including but not limited to the right
to give to Concessionaire a notice of termination of this Agreement. If such
notice is given, the term of this Agreement shall terminate upon the date
specified in such notice from City to Concessionaire. On the date so
specified, Concessionaire shall then quit and surrender the Concession Area
to City pursuant to the provisions of Subsection 13.7. Upon the termination of
this Agreement, all rights and interest of Concessionaire in and to the
Concession Area and to this Agreement, and every part thereof, shall cease
and terminate and City may, in addition to any other rights and remedies it
may have, retain all sums paid to it by Concessionaire under this Agreement.
In addition to the rights set forth above, City shall have the rights to pursue
any and all of the following:
a. the right to injunction or other similar relief available to it under Florida
law against Concessionaire; and or
b. the right to maintain any and all actions at law or suits in equity or
other proper proceedings to obtain damages resulting from
Concessionaire's default.
13.5 If an event of default by the City, as set forth in this Section 13, shall occur,
the Concessionaire may, after notice (if required) and the expiration of the
cure periods (as provided above), at its sole option and discretion, terminate
this Agreement upon written notice to the City and/or sue for damages. Said
termination shall become effective upon receipt of a written notice of
termination by the City, but in no event shall Concessionaire specify a
termination date that is less than sixty (60) days from the date of the written
termination notice. On the date specified in the notice, Concessionaire shall
quit and surrender the Concession Area to City pursuant to the provisions of
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Subsection 13.7.
13.6 Termination for Convenience/Partial Termination.
13.6.1 Notwithstanding the provisions of this Section 13, this Agreement may
be terminated by the City, for convenience and without cause, upon
the furnishing of thirty (30) days prior written notice to Concessionaire.
13.6.2
13.6.3
13.6.4
Conversely, this Agreement may be terminated
Concessionaire, for convenience and without cause,
furnishing of thirty (30) days prior written notice to City.
by the
upon the
Concessionaire acknowledges that the City may develop a schedule
of capital improvements for the right-of-way, including all or a portion
of the Concession Area, which may entail a closure of all or a portion
of the right-of-way and Concession Area, at the City Commission's
sole discretion. In the event that the City closes down the right-of-way,
or any other portion of the Concession Area, for the purpose of
undertaking a capital improvement plan thereon, then the parties
agree that that portion of the Agreement referencing said individual
Concession Area shall be partially terminated for convenience,
without cause and without penalty to either party, and only as to that
portion of the Concession Area which has been closed. Such a
termination shall become effective upon thirty (30) days prior written
notice to Concessionaire.
In the event of termination or partial termination by City of the
Agreement pursuant to this Subsection, Concessionaire herein
acknowledges and agrees that it shall not have any claim, demand, or
cause of action of whatsoever kind or nature, against the City, its
agents, servants and employees (including, but not limited to, claims
for interference in business or damages for interruption of services or
interference in its concession operations by Concessionaire or its
vendors). However, if it is determined, via a contract year end-review,
that a termination or partial termination results in a decrease to the
gross revenues derived by the Concessionaire, then Concessionaire's
MG amount due to the City, pursuant to Section 4.3, shall be reduced
proportionately equal to the percentage of Concession Area that was
terminated or partially terminated and for the period of time of said
partial termination.
In the event of termination for convenience by Concessionaire
pursuant to Subsection 13.6.1, Concessionaire herein acknowledges
and agrees that it shall not have any claim, demand, or cause of
action of whatsoever kind or nature, against the City, its agents,
servants and employees. Moreover, Concessionaire's MG amount
due to the City, pursuant to Section 4.3, shall be reduced
proportionately equal to the period of time remaining on the current
term of this Agreement.
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13.7 Surrender of Concession Area.
At the expiration of this Agreement, or in the event of a partial termination or
termination of the entire Agreement, Concessionaire shall surrender the
Concession Area (or portion thereof in the event of a partial termination) in
the same condition as the Concession Area was prior to the commencement
of this Agreement, reasonable wear and tear excepted. Concessionaire shall
remove all its facilities, equipment, fixtures, personal property, etc. upon two
(2) hours written notice from the City Manager or his designee unless a
longer time period is agreed to by the City. Concessionaire's obligation to
observe or perform this covenant shall survive the expiration or other
termination of this Agreement. Continued occupancy of the Concession Area
(or portion thereof) after termination (or partial termination) of the Agreement
shall constitute trespass ~y the Concessionaire, and may be prosecuted as
such. In addition, the Concessionaire shall pay to the City one thousand
dollars ($1,000) per day as liquidated damages for such trespass and
holding over.
SECTION 14. PERFORMANCE BOND OR ALTERNATE SECURITY.
Intentionally Omitted.
SECTION 15. ASSIGNMENT.
Except as otherwise provided in this Subsection, or in the Agreement, Concessionaire shall
not assign, sublease, grant any concession or license, permit the use of by any other
person other than Concessionaire, or otherwise transfer all or any portion of this
Agreement and/or of the Concession Area (all of the forgoing are herein after referred to
collectively as "transfers"), without the prior written consent of the City.
Concessionaire 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, 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, Concessionaire shall
remain jointly and severally liable (along with each approved transferee, who shall
automatically become liable for all obligations of the transferor hereunder with respect to
that portion of the Agreement so transferred), and the City shall be permitted to enforce the
provisions of this Agreement directly against Concessionaire or any transferee of the
Concessionaire without proceeding in any way against any other person.
For purposes of this Section 15, Concessionaire's selection of vendors for the Market shall
not be deemed a transfer.
SECTION 16. SPECIAL EVENTS.
16.1 Concessionaire's proposed uses, as set forth in Section 3 herein, do not
contemplate the production, promotion or sponsorship by the Concessionaire
of special events in any portion of the Concession Area. In the event
Concessionaire does produce, promote or sponsor a special event in the
Concession Area, it shall abide by the City's Special Events Permit
27
Requirements and Guidelines. For any use, other than those provided for in
this Agreement, a Special Events Permit may be required and shall be
obtained through the City's Department of Tourism and Cultural
Development. The City Manager's authorization must be obtained for any
such special event.
The City Administration shall evaluate requests for Special Events Permits
on a case by case basis, in accordance with the City's Special Event Permit
Requirements and Guidelines.
In the event that a special event and/or film permit is requested by an entity,
other than the Concessionaire, and the proposed special event and/or film
production is scheduled to occur within all or a portion of the Concession
Area, the Concessionaire agrees to cooperate with the City and the special
event permit applicant to allow use of the Concession Area during the period
of the special event, including set-up and break-down time. The City will use
its best efforts to coordinate and schedule special events so as to not
negatively impact Concessionaire's operations. However, final determination
for permitting of special events shall be at the City Managers sole discretion.
16.2 City Special Events.
Notwithstanding Subsection 16.1 above, and in the event that the City, at its
sole discretion, deems that it would be in the best interest of the City, the City
reserves the right to displace the Concessionaire for City produced special
events and/or other City produced productions. In such cases, the City may
request that the Concessionaire cease and desist operations during the term
of, and in the area of, the special event and/or production, and the
Concessionaire shall cease and desist during said term. In the event that it is
determined, via a contract year end-review, that ceasing and desisting of
concession operations, as stated herein, results in a decrease to the
estimated gross revenues derived by the Concessionaire, then
Concessionaire's MG amount due to the City, pursuant to Section 4.3, shall
be reduced proportionately equal to the percentage of reduced hours of
operation caused by said special event and/or production. If the
Concessionaire is not required to close, or chooses to remain open without
interference to the special event and/or production, Concessionaire agrees to
cooperate with the City. If the Concessionaire is allowed to remain open
during special events and/or productions, the Concessionaire may be
allowed to have in operation its normal daily complement of facilities and
vendors. "Normal" shall be defined as facilities and vendors, as approved by
the City, that the Concessionaire has available for the public on a normal
business day. Such facilities and vendors shall not be increased or altered
during special events and/or productions without the prior written permission
. of the City Manager or his designee. To the extent that the normal business
day complement of facilities and vendors is displaced by the special event
and/or production, the Concessionaire may reallocate such displaced
facilities and vendors on a pro-rata basis within an area of the Concession
Area not being utilized by the special event and/or production.
28
For purposes of this Section 16, "normal business day" shall be defined as
set forth in Section 9 herein, entitled "Schedule of Operations".
16.3 Notwithstanding anything to the contrary, if a special event occurs in all or
any portion of any Concession Area, Concessionaire shall not be liable for
any charge, fee or other expense, governmental or otherwise, in connection
with such special event.
16.4 Street Vendors / Street Performers.
Any locations within the Concession Area identified by the City for non-
Concessionaire sponsored street vendors and/or street performers, in
accordance with City of Miami Beach 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 Concessionaire 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, Concessionaire 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, as determined by the City.
SECTION 17. NO IMPROPER USE.
The Concessionaire will not use, nor suffer or permit any person to use in any manner
whatsoever, the Concession Area, operations, or facilities for any improper, immoral or
offensive purpose, or for any purpose in violation of any Federal, State, County, or
Municipal ordinance, rule, order or regulation, or of any governmental rule or regulation
now in effect or hereafter enacted or adopted. The Concessionaire will protect, indemnify,
and forever save and keep harmless the City, its agents, employees and contractors from
and against damage, penalty, fine, judgment, expense or charge suffered, imposed,
assessed or incurred for any violation, or breach of any law, ordinance, rule, order or
regulation occasioned by any act, neglect or omission of the Concessionaire, its vendors,
employees, agents, and/or subcontractors regarding the Concession. In the event of any
violation by the Concessionaire, or if the City or its authorized representative shall deem
any conduct on the part of the Concessionaire, its vendors, agents, employees and/or
subcontractors, to be objectionable or improper, the City shall have the option, at its sole
discretion, to either (i) automatically terminate the Agreement, upon prior written notice to
Concessionaire, or to (ii) suspend the concession operations should the Concessionaire
fail to correct any such violation, conduct, or practice to the satisfaction of the City within
twenty-four (24) hours after receiving written notice of the nature and extent of such
violation, conduct, or practice, and such suspension shall continue until the violation is
cured. The Concessionaire further agrees not to commence operations during the
suspension until the violation has been corrected to the satisfaction of the City.
SECTION 18. PRICE SCHEDULES.
Concessionaire agrees that prices charged for facilities and or space (booth) rental shall be
at a rate of one hundred fifty ($150.00) dollars per 10' x 10' vendor single space per day, or
two hundred seventy five ($275.00) dollars per 10 x 20 vendor double space per day. All
subsequent price increases must be approved in writing by the City Manager, or his
29
designee, and prior to such changes being implemented within the Concession Area.
Notwithstanding the foregoing, Concessionaire agrees and acknowledges that any
discounted prices it may offer for the rental of facilities shall not in any way reduce the
amount of remuneration due to the City, including but not limited to the Percentage of
Gross (Section 4.2).
The City shall have the final right of approval for all such prices and changes, but said right
shall not be arbitrarily or unreasonably exercised. The Concessionaire agrees to refrain
from the sale or rental of any item identified as prohibited by City law and/or other
applicable law and to sell only those items approved by the City.
SECTION 19. NOTICES.
All notices from the City to the Concessionaire shall be deemed duly served upon receipt, if
mailed by registered or certified mail with a return receipt to the Concessionaire at the
following address:
Mssrs. Louis Bondi and Anthony Angione
Production Sud, Inc.
1360 Marseilles Drive
Miami Beach, Florida 33141
All notices from the Concessionaire to the City shall be deemed duly served upon receipt, if
mailed by registered or certified mail, return receipt requested, to the City of Miami Beach
at the following addresses:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
The Concessionaire and the City may change the above mailing address at any time upon
giving the other party written notification. All notices under this Concession Agreement
must be in writing.
SECTION 20. LAWS.
20.1 Compliance.
Concessionaire shall comply with all applicable City, Miami-Dade 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.
20.2 Governinq Law.
This Agreement shall be deemed to have been made and shall be construed
and interpreted in accordance with the laws ofthe State of Florida. In case of
any inconsistency between the terms of this Agreement, and any applicable
general or special law, said general or special law shall govern, unless
otherwise provided herein.
30
20.3 Equal Emplovment Opportunity.
Neither Concessionaire nor any affiliate of Concessionaire performing
services hereunder, or pursuant hereto, will discriminate against any
employee or applicant for employment because of race, creed, sex, color,
national origin, sexual orientation, and disability, as defined in Title I of ADA.
Concessionaire will take affirmative steps to utilize minorities and females in
the work force and in correlative business enterprises.
20.4 No Discrimination.
The Concessionaire agrees that there shall be no discrimination as to race,
sex, sexual orientation, color, creed, national origin, familial status, religion or
handicap, in its employment practice or in the operations referred to by this
Concession Agreement; and further, there shall be no discrimination
regarding any use, service, maintenance, or operation within the Concession
Area. All concession operations and services offered shall be made available
to the public, subject to the right of the Concessionaire and the City to
establish and enforce rules and regulations to provide for the safety, orderly
operation and security of the operations and the facilities.
20.4.1 Pursuant to Sections 62-90 and 62-91, of Chapter 62, of the Miami
Beach City Code entitled "Human Relations", Concessionaire, by
executing this Agreement, certifies that it does not discriminate in its
membership or policies based on race, color, national origin, religion,
sex, sexual orientation, familial status or handicap.
SECTION 21. MISCELLANEOUS.
21.1 No Partnership.
Nothing contained in this Agreement shall constitute or be construed to be or
create a partnership or joint venture between the City and Concessionaire.
21.2 Modifications.
This Agreement cannot be changed or modified except by agreement in
writing executed by all parties hereto. Concessionaire acknowledges that no
modification to this Agreement may be agreed to by the City unless approved
by the Mayor and City Commission except where such authority has been
expressly provided herein to the City Manager or his designee.
21.3 Complete AQreement.
This Agreement, together with all exhibits incorporated hereto, constitutes all
the understandings and agreements of whatsoever nature or kind existing
between the parties with respect to Concessionaire's operations, as
contemplated herein.
21.4 HeadinQs.
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.
31
21.5
21.6
21.7
21.8
21.9
21.10
21.11
BindinQ Effect.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
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.
Severabilitv.
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 remain in full force and
effect.
RiQht of Entrv.
The City, at the direction of the City Manager, shall at all times during days
and hours of operation, have the right to enter into and upon any and all
parts of the Concession Area for the purposes of examining the same for any
reason relating to the obligations of parties to this Agreement.
Not a Lease.
It is expressly understood and agreed that no part, parcel, building, facility,
equipment or space is leased to the Concessionaire, that it is a
concessionaire and not a lessee; that the Concessionaire's right to operate
the concession shall continue only so long as this Agreement remains in
effect.
SiQnaQe.
Concessionaire shall provide, at its sole cost and expense, any required
signs at its concessions. All advertising, signage and postings shall be
approved, in writing, by the City in its proprietary capacity, and shall be in
accordance with all applicable Municipal, County, State and Federal laws
and regulations. Any signage posted by Concessionaire on its facilities and
equipment shall be subject to the prior approval of the City as to size, shape
and placement of same.
Use of the Right-of-Wav.
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
the Concessionaire. Upon execution ofthis Agreement, Concessionaire
acknowledges that all of the rights-of-way within the Concession Area
32
21.12
21.13
21.14
21.15
21.16
21.17
are public, and as such, concession operations must not restrict, or
appear to restrict, access to the general public, or in any way limit the
public nature or ambiance ofthe adjacent area. The Concessionaire will
conduct its operations so as to maintain a reasonably quiet and tranquil
environment for the adjacent area, and make no public disturbances.
Conflict of Interest.
Concessionaire shall perform its services under this Agreement and conduct
the concession operations contemplated herein, in a manner so as to show
no preference for other concession operations/facilities owned, operated,
managed, or otherwise controlled by Concessionaire with regard to its
responsibilities pursuant to this Concession Agreement.
Reasonableness.
Notwithstanding anything to the contrary in this Agreement, including but not
limited to references to "sole option" or "sole discretion" or words of similar
meaning, in each instance in which the approval or consent or other action of
the City Commission or the City Manager or his designee is allowed or
required in this Agreement, such approval, consent or other action shall not
be unreasonably withheld, conditioned or delayed.
Procedure for Approvals and/or Consents.
Intentionally Omitted.
No Waiver.
No waiver of any covenant or condition of this Agreement by either party
shall be deemed to imply or constitute a waiver in the future of the same
covenant or condition or of any other covenant or condition of this
Agreement.
No Third Party Beneficiarv.
Nothing in this Agreement shall confer upon any person or entity, including,
but not limited to subconcessionaires, other than the parties hereto and their
respective successors and permitted assigns, any rights or remedies by
reason of this Agreement.
Attornevs' Fees.
If it becomes necessary for City or Concessionaire to enforce their respective
rights under this Agreement or any part hereof through litigation,
Concessionaire and City agree that the prevailing party shall be entitled to
recover from the other party all costs and expenses of such litigation,
including a reasonable attorneys' fee and costs, for all trial and appellate
proceedings.
SECTION 22. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement only if in 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 $10,000.00. Concessionaire hereby expresses its
willingness to enter into this Agreement with a $10,000.00 limitation on recovery for any
action for breach of contract. Accordingly, and in consideration of the separate
33
consideration of $1 0.00, the receipt of which is hereby acknowledged, the City shall not be
liable to Concessionaire for damages to Concessionaire in an amount in excess of
$10,000.00, for any action for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the City by this Agreement. Nothing
contained in this paragraph or elsewhere in this Agreement is in any way intended to be a
waiver of limitation placed upon the City's liability as set forth in Florida Statutes, Section
68.28.
SECTION 23. VENUE.
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any and all the terms or
conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida. CITY AND CONCESSIONAIRE HEREBY KNOWINGLY AND
INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING THAT CITY AND CONCESSIONAIRE MAY HEREIN AFTER INSTITUTE
AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE CONCESSION AREA(S).
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and
their seals to be affixed, all as of the day and year first above written, indicating their
agreement.
PASSED AND ADOPTED this 8th day of September,
F IAMIBEACH
Attest:
~~ f~cL<-
CITY CLERK
MAYOR
PRODUCTION SUD, INC.
a~
A~"'1 tt~/'~lo/tI - PrtAJ.c..~
Name and Tltfe of Signatory
JMG/CMC/JD/rlr
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37
EXHIBIT 3.1.1
(Facilities Design)
PENDING CONCESSIONAIRE
38
EXHIBIT 3.1.2.1
(Page 1 of 2)
(Special Events Disability Access Punch List)
Special Events Disability Access Punch LIst
1. Ensure curb cuts and cross walks are kept free and clear for usage, with a
continuous accessible route of 44 inches in width.
2. The Event Producer must ensure that any nearby accessible 00- or off-
street parking ("handicapped parking") is not obstructed by vehicles
loading/unloading equipment, etc. If such obstructions occur, the Event
Producer must see that such obstructions are removed immedJately.
Accessible parking spaces shall be connected to the site's continuous
accessible route, with no obstructions between the accessible parking
spaces and the curb ramps that serve those spaces.
3. Any and all accessible routes created andlor installed by the Event
Producer, or under the Event Producer's supervision, must have no abrupt
change in level in excess of ~ inch. Where such changes in level are
present, properly bevel the change In level at a 1:2 ratio or provide a ramp
with a slope not to exceed a 1: 12 ratio. This is necessary to allow passage
of wheelchairs or strolfers and prevent tripping or the catching of walkers
and canes. Any ramps provided must be in compliance with all Florida
Accessibility Code requirements, Including, but not limited to,
requirements regarding edge protection, handrails, and surface.
4. Provide a smooth transition between temporary pathways and any ramps,
sidewalks, streets, or parking lots. This means no change In level
exceeding % inch. Any change exceeding % inch requires beveling at a
1:2 ratio or the installation of a ramp with a sk>pe not to exceed a 1: 12
ratio. Any ramps provided must be in compliance with all Florida
Accessibility Code requirements. including, but not "mited to,
requirements regarding edge protection, handrails, and surface.
5. All cashier counters (counters where money transactions occur) must be
no higher than 36 inches maximum above finish floor, for a minimum
length of 36 inches.
6. Maintain an accessible route for access to merchandise that is both within
a vendor space, as welf as merchandise not contained within a vendor
space. If the overflow of merchandise for patron viewing is pJaced behind
a booth, then provide adjacent access to the merchandise via a curb
ramp, as well as the placement of a pathway with a stable and firm
surface necessary for the use of wheelchairs and mobility aids.
7. Merchandise for display should be within a line of sight no higher than 48
inches for persons of short stature or wheelchair users. If merchandise is
39
EXHIBIT 3.1.2.1
(Page 2 of 2) .
(Special Events Disability Access Punch List)
displayed higher than 48 inches, merchant must provide assistance to
disabled customers in order to reach items.
8. All vendor spaces shall be located on an accessible route that is a
minimum of 44 inches wide.
9. If tables and seating are provided for 1he consumption of food, all aisles
adjacent to accessible fixed seating shall provide 30 inch by 48 inch etear
floor space for wheelchairs. Where there are open positions along both
sides of such aisles, the aisles shall be not less than 52 inches wide.
10. For wheelchair seating spaces provided at tables or counters, knee
spaces at least 27 inohes high, 30 inches wide, and 19 inches deep shall
be provided. The tops of accessible tables and counters sha" be from 28
inches to 34 inches above the finish floor or ground.
11. Where food or drink is served at counters exceeding 34 inches in height
for consumption by customers seated on stools or standing at the counter,
a portion of the main counter which is 60 inohes in length minimum shall
be provided in compliance with the requirements of Items #9 and #10
above, or service shall be available at accessible tables within the same
area.
12. Where portable toilets are provided, an accessible route shall be provided
to the toilets. Five percent of the total number of toilets must be
accessible. If clusters of portable toilets are distributed throughout the site,
then each cluster must have accessible units.
13. tf general assembly seating or standing space is provided for audiellCe
members attending a public pet10nnance at a special event, reserved
wheelchair seating must be provided. Such seating must be proVided in a
location that allows wheelchair users an unobstructed line of sight to the
stage. If seating capacity accommodates greater than 300 persons, then
accessible seating shall be dispersed throughout the venue.
40
EXHIBIT A
APPLICATION AND CONTRACT / PRODUCTION SUD / OCT 2004/ MAY 2005 SEASON
THE LINCOLN ROAD MIAMI BEACH SHOW
Production Sud is the foremost leader of outdoor antique show events in south Florida. We pride ourselves in developing new markets for our Antique Dealers
in the finest and fastest growing urban areas. Always a favorite of locals, Prod Sud is ever working to reach tourists and fresh enthusiasts to our events. />oNoIays
the prime locations with wonderful restaurants and always free admission to the public, is it any wonder that so many patrons decide to make a full day of the
festivities. This season we are proud to present a Full schedule for our ever-growing list of deaiers. "We are Dealer friendly" Remember Prod Sud is the only
Promoter not to tie our dealers up in contracts.
Welcome to beautiful south Florida and lets have a wonderful season.
.. PLEASE READ THE INFORMATION & INSTRUCTIONS;
.. COMPLETE & SIGN PAGES ONE AND SELECT
.. WHICH SHOW & DATE I DATES YOU ARE MAILING PAYMENT YOUR FOR;
.. MAIL IN PAYMENTS TO "PRODUCTION SUO"
.. THEN, IF THERE ARE ANY QUESTIONS WE COULD HELP YOU WITH;
.. PLEASE CALL Us @ (305) 6734991. (We have no Incomina: fax line. Please mail in contracts & payments only).
Website at: hItD:/Iwww.antiauecollectiblemarket.com
(download all dealer contracts, show dates, and visitor info)
THIS AGREEMENT made and entered into this _ day of , 2004/05
by and between "Production Sud" hereinafter referred to as "Promoter/Production Sud";
MAILING ADDRESS: Production Sud
BUSINESS PHONE:
P.O. Box 191943
Miami Beach. FL 33139
(305) 6734991
AND:
Business Name
Business Tel #
Your Fax#
Do not fax us
Mail it in only
With payment...
Your Name
Tax I.D. #
Home Tel #
Address
City
State Zip
LINE OF ANTIQUE & COLLECTIBLE MERCHANDISE, PLEASE BE SPECIFIC AND ATTACH BUSINESS CARD;
Hereinafter referred to as the "EXHIBITOR"
WITNESSETH
LIABILITY: THE UNDERSIGNED EXHIBITOR HEREBY RELEASES. WAIVES, AND FOREVER DISCHARGES PROMOTER / PRODUCTION SUD, ITS
AGENTS. OFFICERS AND EMPLOYEES from all liability to the undersigned of and from all claims and demands, actions and causes of action, damages,
losses, Liabilities, costs, expenses and compensation. on account of the death or injury to the person or property of the undersigned, and any and all known
and unknown, foreseen and unforeseen damages and consequences thereof, caused or arising out of the undersigned's participation in any and all shows from
Oct 10th 2004 to May 22nd 2005, please note: Production Sud will not be responsible for any breakage, or liabilities, stemming from your private dealings with
any helpers, porters that appear at our Production Sud shows). MERCHANDISE LIMITATIONS: Production Sud reserves the right to require the dealer to
remove from the booth any item or items which in its sole opinion are not appropriate for an antique and collectable show and sale. New merchandise and lor
reproductions as determined by the promoter that are inappropriate. MERCHANDISE WARRANTY: The undersigned exhibitor expressly warrants that the
goods sold to any purchaser are what the exhibitor represents they are. If the goods sold are not as represented, the exhibitor shall refund the full sales price to
purchaser. If any purchaser brings a lawsuit in law or equity against Production Sud or its employees. for any goods sold which are not what was represented
by the exhibitor, its agents or employees. the exhibitor hereby agrees to indemnify and hold harmless PromoterlProduction Sud or irs employees for any losses
sustained from said action, including attorneys' fees, second attorneys' fees, or appeal incurred by Production Sud for the defense of the action and/or the
indemnification and shall hold harmless.
exhibitor's Name Print
Signature
(PLEASE TURN THIS PAGE OVER, AND FILL OUT THE MAIL-IN DATES /INFO)
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ALL SPACES COME TENTED AND INCLUDED IN THE PRICE
(You only have to send in.... the payment of the up-coming show-dates per month not the entire seasons amounts due)
THESE ARE THE 10 BY 10 FEET TENTED BOOTH PRICES:
SINGLE SPACE FOR MIAMI BEACH SHOW = $150.00 PAYMENTS IN ADVANCE OF SHOW DATE
DOUBLE SPACE FOR MIAMI BEACH SHOW = $270.00 PAYMENTS IN ADVANCE OF SHOW DATE
TABLES a'x 30' = $10.00
HOW TO BOOK THE UPCOMING SHOWS
# 1 PRINT THE DATE I DATES YOU ARE CURRENTLY SENDING IN PAYMENT FOR:
# 2 Please "Circle" the number of 10' x 10' tented SDaces YOU would like to rent and reserve.
I would like;
(10 ft by 10 ft) Tents per show
1
2
3
4
5
6
7
8
#3 Please "Circle" the number of tables YOU would like to rent and reserve.
I "My enclosed check is for these dates.......
I would like;
( 8 ft by 30 ins) Tables per show
1
2
3
4
5
6
7
8
PLEASE NOTE:
Refer to our contract calendar to see what dates, and their prices, you have selected.
(Tables are $10.00 each no matter which of our 3 shows YOU book with us)
& should be added to your mailed-in check.
# 4 Are vou brinaina a bia truck? (ves/no) or trailer? (ves/no).
HOW TO BOOK FUTURE SHOW DATES
You only have to send in the contract paper-work once per season. Once we have your business information,
full name, and contact info., you will only have to mail in a check I money-order with your full name and
telephone # (w area code), and what show or show-dates you are booking, and any table fee's or table setup
changes per show.
Please remember to mail in at least two weeks before the comina show dates. and remember you may
cancel with no cost to you, ( if you cancel no later then 2 days before the upcoming booked dates)
(for a full refund or credit).
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THE MIAMI BEACH,
FAMOUS LINCOLN ROAD MALL
ANTIQUE & COLLECTIBLES SHOW
MIAMI BEACH = DATES ARE IN BLUE:
10 FT BY 10 FT TENTED = $150.00
October 2003
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November 2003
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December 2003
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You keeD this Daae
for future reference
January 2004
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February 2004
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March 2004
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April 2004
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December 2003
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KEEP THESE FOLLOWING PAGES FOR FUTURE BOOKING & INFORMATION
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How to Book our Future Shows
You only have to send in the contract paper-work once per season,
once we have your business information, full name, and contact info. You will then only have to
mail in a check / money-order, with your full name, and telephone #,
And which show or show dates you are booking,
Please remember to mail in at least two weeks or more before the uDcomina show dates.
and remember you may cancel with no cost to you if you cancel no later then 2 days before the
upcoming booked dates (for full refund or credit)
IMPORTANT: In the event of "late bookinas", overniaht the pavment with Monev Orders Onlv
SINGLE SPACE FOR MIAMI BEACH SHOW = $150.00 or ($270.00 for double) in advance of show date
SEND ALL PAYMENTS TO:
MAILING ADDRESS:
BUSINESS PHONE:
Production Sud
P.O. Box 191943
Miami Beach, FL 33139
(305) 673-4991
Website at: http://www.antiquecollectiblemarket.com (download all contracts, and visitor info)
SETUP TIME: Is 7:00 to 8:00 am. You must be setup. with trucks parked by 9:00 am. Selling hours are from approximately 9:00am thru
5:00 pm. Breakdown Miami Beach is 5:00pm.
CANCELLING SHOW: We reserve the right to cancel the show, if we feel the weather looks bad, winds, hurricanes, and cold
could/may result in harm or injury to our exhibitors. & employees, etc... Full credit would be given towards a future show/date(s). In
the rare event of a "Full Cancellation" we will contact all contracted clients by phone no later than (48) hours before the show date.
We would also alwavs announce Anv Chanoes on Our Production Sud Answerino Machine Voice Mail.
HOW YOU "THE EXHIBITOR" CAN CANCEL WITHOUT LOSING YOUR PAYMENT: Please call to verify cancellation no later that
(48) hours before the scheduled show/date to obtain a refund or credit for a future show/date.
FOOD: There are many great restaurants and cafes on every block, coffee, snacks, lunch. etc. etc. CLEANUP: All vendors are
instructed to take their own garbage with them. Please be respectful of this beautiful city we live in. Pitch in, Help Clean Up! Messy
Irresponsible dealers will be removed from future show/dates.
RAIN POLICY: Show/dates, if not previously canceled, will go on rain or shine. Just in case. A1wavs come oreoaredl We
suggest, plastic painter's drop cloths/sheets, & some clothes pins. You Mav CANCEL /48 HOURS) AT THE LATEST FOR A FULL
CREDIT OR REFUND.
Due to past and present City fee's, before show dead-lined advertisings costs, and general setup of many show costs
We have no 1/2 credit for rained out shows "as in the cast vears"./vou must make that call 48 hours beforell
RESTROOMS: There will be Portasans convenientiy placed by Production Sud.
SECURITY: Uniformed Police Officer/s will be on hand, in addition to a staff of (2) provided by Production Sud. However, please be
advised shows are in large cities. All Exhibitors' are asked to use their own discretion in providing personal safety as they would in
any other urban environment. (Watch your valuables, & money. etc.)
LOADING & UNLOADING SPACES: The shows are all located in well traveled areas at each city there are drive-up. loading/unloading
areas located near Public parking areas which are suitable for large furniture, etc. The 3 Shows are well traveled by the entire crowds of
buyers, tourists, & spectators alike. there are no 'non-traveled spaces" due to a compact. and centrally well located show we provide.
TENT, LOCATION: Production Sud solely decides the iayout of space(s) and the location(s) of all booked dealers, based on space,
availability, & Antique & Collectable Items presented for sale, etc. You may suggest the area where you'd like to be located we will try
to accommodate you when ever possible.
( SEE PAGE # 5, FOR DIRECTIONS TO ALL OUR SHOW LOCATIONS)
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DIRECTIONS: TO THE MIAMI BEACH,
LINCOLN ROAD SHOW
DIRECTIONS: FROM THE NORTH:
Take Florida to 1-95 South, to 195 East (Julia Tuttle Causeway) To Alton Road
South (right lane), Take Alton Road to 17th Street make a left. Continue on 17th
Street.
Then make a right on Drexel Ave. (You've arrived)
A large public parking area is available on Drexel Ave.& 17th Street.
DIRECTIONS: FROM THE SOUTH:
Take Florida to 1-95 North, to 836 East (Mac Arthur Causeway) to Alton Road
North (left lane), Take Alton Road North to 17th Street make a right. Continue on
17th Street.
Then make a left on Drexel Ave. (You've arrived)
A large public parking area is available on Drexel Ave. & 17th Street.
MAILING ADDRESS:
PRODUCTION SUD
P.O. BOX 191943
MIAMI BEACH, FL 33139
BUSINESS PHONE:
(305) 673-4991
WEB ADDRESS: http://www.antiquecollectiblemarket.com
(DOWNLOAD OUR CONTRACTS AND ALL SHOW INFORMATION
(LET'S HAVE ANOTHER WONDERFUL SEASON!)
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