Filing # 185845414 E-Filed 11/09/2023 02:12:55 PM

IN THE CIRCUIT COURT OF THE 11TH

JUDICIAL CIRCUIT IN AND FOR
MIAMI-DADE COUNTY, FLORIDA

CIRCUIT CIVIL DIVISION

CASE NO. 2023-025592-CA-01

SANTA’S ENCHANTED FOREST, INC.,

Plaintiff,
v.

MIAMI-DADE COUNTY, FLORIDA, and

LOUD AND LIVE ENGAGE, LLC,

Defendants.
____________________________________/

DEFENDANT LOUD AND LIVE ENGAGE, LLC’S RESPONSE AND MEMORANDUM

OF LAW IN OPPOSITION TO PLAINTIFF’S EMERGENCY MOTION FOR
TEMPORARY INJUNCTION AND TO SET EXPEDITED HEARING

Defendant, Loud and Live Engage, LLC (“Loud and Live”), by and through undersigned

counsel, hereby files its response in opposition to the Emergency Motion for Temporary Injunction

and to Set Expedited Hearing (the “TRO Motion”) filed by Plaintiff, Santa’s Enchanted Forest,

Inc. (“SEF”) because SEF cannot show that it will be successful on the merits, that it will suffer

irreparable harm, that monetary damages would be insufficient, or that canceling the permit issued

to Loud and Live would be in the public’s best interest.

The TRO Motion is best understood as an egregious and legally-baseless attempt by SEF

to eliminate any competition for its annual Christmas holiday events in Miami-Dade County. SEF

has come to this Court on a false “emergency” basis, conveniently just days before the start of a

competing Christmas holiday event to be held at Tropical Park in Miami-Dade County (the “Park”)

by Loud and Live, to request an injunction that would foreclose any Christmas holiday events at

the Park this Christmas holiday season. Beyond the fact that the TRO Motion is nakedly self-
serving, it represents the height of hypocrisy – since the permit process SEF now claims is illegal

and contrary to required competitive procurement procedures is the exact same permit process

under which SEF previously operated its own Christmas holiday event at the Park. Even more

egregiously, as recent as 2020, SEF itself was desperately urging Miami-Dade County (the

“County”) to issue SEF a permit to conduct its own Christmas holiday event at the Park using the

exact same permitting process that SEF now claims is wholly illegal. As explained below, this

alone warrants the Court declining to exercise its equitable powers to issue the requested injunction

given SEF’s unclean hands.

And although SEF has falsely encased its TRO Motion as a magnanimous and selfless

campaign to act for the public benefit in upholding the County’s procurement procedures, the

thinly-veiled truth is that SEF seeks to have this Court use its authority to ensure the County’s

public have no options this Christmas holiday season other than SEF’s event in the City of Medley

– thereby creating a judicially-mandated monopoly on Christmas holiday events for SEF.

Understanding this context in which the TRO Motion has been filed helps explain the purpose of

SEF’s claims in light of the complete lack of a legal basis for entry of an injunction, as described

below. Simply put, the only “emergency” raised by the County’s issuance of a permit to Loud and

Live is that SEF must now fairly compete for the County public’s attention for the first time in

thirty-seven years.

First, the TRO Motion must be denied because SEF cannot demonstrate a likelihood of

success on the merits. The TRO Motion is based upon the incorrect premise that the County has

leased County property to Loud and Live – a fact which is expressly contradicted by the plain

language of the Loud and Live permit documents attached to the TRO Motion (the “LLE Permit”).

Instead, as plainly demonstrated by the relevant County documents that SEF relies on, Loud and

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Live properly received a permit from the County that was issued in full compliance with all

applicable procedures for issuance of such a permit under the relevant County Administrative

Order. In fact, the specific characteristics and terms of the LLE Permit confirm its legal

classification as a permit – and not a lease – under multiple Florida court decisions that have held

substantially similar agreements to be permits and not leases. Nevertheless, the TRO Motion

incorrectly cites and attempts to confuse the Court with references to inapplicable state statutes,

local ordinances and administrative regulations governing the County’s execution of leases, as

more fully explained below.

Second, the TRO Motion must be denied because SEF is unable to articulate any

irreparable harm (or any harm at all for that matter) it will sustain if the requested injunctive relief

is not granted. Specifically, SEF alleges it satisfies the necessary irreparable harm requirement

because it is, in essence, a disappointed bidder or proposer under Florida public procurement law.

SEF’s argument is meritless because SEF has not (and cannot) allege the existence of any

procurement process, the submission of any relevant SEF bid or proposal, or even that the County

would allow another holiday event if the LEE Permit was revoked through this action. Critically,

SEF has not (and cannot) allege that the County would grant a subsequent permit to SEF for

operation of a Christmas holiday event at the Park if the LLE Permit was revoked. In essence,

SEF’s alleged harm is based upon not winning a prize that it was never offered and that the County

is not legally obligated to offer.

Third, SEF offers no evidence that it does not possess an adequate remedy at law or that it

is in the public’s interest to cancel the Permit.1 In fact, the sole purpose of the injunction requested

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In fact, the TRO Motion conveniently fails to mention that SEF has been aware of the Permit’s
issuance since at least October 6, 2023, yet delayed instituting this action or seeking injunctive
relief until just days before the start of the holiday event to be conducted under the Permit’s

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by the TRO Motion is to create a judicially-sanctioned monopoly for SEF regarding

Christmas/holiday-themed events held in Miami-Dade County – no matter the cost to the public at

large, the County as the public’s elected representatives, or Loud and Live.

Since SEF is unable to establish even the most basic requirements for entry of a temporary

injunction, Loud and Live respectfully requests that the TRO Motion be denied.

STANDARD OF REVIEW

Florida courts have consistently stressed that a temporary injunction – like the relief sought

in the TRO Motion – is an extraordinary remedy that should be granted sparingly, and only after

the moving party has alleged and proved actual facts entitling it to relief. See, e.g., Garcia v.

Dumenigo, 46 So. 2d 1085, 1087 (Fla. 3d DCA 2010) (reversing trial court’s entry of temporary

injunction and holding that “a preliminary injunction is an extraordinary remedy which should be

granted sparingly....” ); Hadi v. Liberty Behavioral Health Corp., 927 So. 2d 34, 38 (Fla. 1st DCA

2006); Concerned Citizens for Judicial Fairness, Inc. v. Yacucci, 162 So. 3d 68, 72 (Fla. 4th DCA

2014). This is especially the case in actions challenging and seeking to unwind public procurement

decisions made pursuant to an exercise of governmental discretion. See South Fla. Limousines,

Inc. v. Broward Cnty. Aviation Dept., 512 So. 2d 1059, 1061 (Fla. 4th DCA 1987) (upholding

denial of motion for temporary injunction in suit brought by disappointed competitor in public

procurement process, and noting the extraordinary nature of a temporary injunction remedy).

As the movant for a temporary injunction, SEF has the burden of showing, by competent,

substantial evidence, that:

(1) it will suffer irreparable harm unless the injunction is entered,

authority – belying the “emergency nature” of the TRO Motion. This delayed filing strategy is
indicative of SEFs real purpose in seeking the requested injunction: to use this Court as a means
of eliminating any competition that the LLE Permit holiday event represents for SEF’s holiday
event to be contemporaneously held in the City of Medley, Florida nearby.

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 (2) there is no adequate remedy at law,
(3) there is a substantial likelihood that the party will succeed on the
merits, and
(4) that considerations of the public interest support the entry of the
injunction.

Yacucci, 162 So. 3d at 72. Each of these four elements must be supported by clear, definite and

unequivocally sufficient factual findings. See City of Sunny Isles Beach v. Temple B'Nai Zion, Inc.,

43 So. 3d 904, 906 (Fla. 3d DCA 2010) (reversing trial court’s entry of temporary injunction where

the elements were not met).

Since this TRO Motion seeks relief based upon allegations that the County has acted in an

arbitrary and capricious manner with respect to issuing a permit to Loud and Live, SEF must

“negate every conceivable basis that could support” the County’s decision. Zurla v. City of

Daytona Bch., 876 So. 2d 34, 35 (Fla. 5th DCA 2004).

FACTUAL BACKGROUND

A. SEF Previously Operates Christmas Holiday Event at Park Under Same County
Permit Authority as Challenged Permit Issued to Loud and Live

1. On July 20, 1984, the County first issued SEF a permit to conduct a Christmas

Holiday event at the Park (the “SEF Permit”). A true and correct copy of the SEF Permit is attached

hereto as Exhibit A.

2. The SEF Permit specifically states that is issued under the authority of County

Administrative Order No. 8-5, entitled Permission to Conduct Private Business on Public Property

(“AO 8-5”). A true and correct copy of AO 8-5 is attached hereto as Exhibit B. The SEF Permit

also expressly notes that AO 8-5 is a process whereby the County “has previously permitted

organizations to operate special events at park sites where such operations do not interfere with

other scheduled park programs.” Exhibit B, pg. 1.

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 3. Among other terms, the SEF Permit specified that: (1) SEF was to pay the County

a permit fee of $5,000 in three phases; (2) the SEF Permit could be extended for an additional year

after the initial year; (3) that the SEF Permit could be revoked by the County at any time, without

cause; and (4) the SEF Permit could not be transferred assigned, or sublet. See Exhibit A, pgs. 1-

4.

4. SEF proceeded to operate a Christmas Holiday event at the Park under the authority

of the SEF Permit from October 15, 1984 to January 20, 1985, between the hours of noon to

midnight daily.

5. Subsequent to the expiration of the SEF Permit, SEF was able to secure a multi-

year lease contract with the County for operation of an annual Christmas holiday event at the Park

(the “SEF Lease”). A true and correct copy of the SEF Lease is attached hereto as Exhibit C.

6. SEF secured the SEC Lease without having to participate in any public bidding

process, as the County waived any competitive lease procurement requirements. See Exhibit C,

pg. 16.

7. Of particular note, in approving the SEF Lease in 2000, the County found that SEF

“has no known competitors in the local operating area,” and that it was “unlikely that other

providers could replicate the [SEF] event.” See Exhibit C, pg. 15.

8. SEF operated an annual Christmas holiday event at the Park under the SEF Lease

until 2019, when the SEF Lease expired via its own terms. See Exhibit C, pg. 1.

B. SEF Requests County to Issue SEF Permit to Operate Christmas Holiday Event at
Park Under Exact Same Process SEF Now Claims is Illegal

9. After expiration of the SEF Lease in 2019, SEF directly contacted the County

Mayor via a letter on December 2, 2020 (the “2020 SEF Letter”). A true and correct copy of the

2020 SEF Letter is attached hereto as Exhibit D.

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 10. In the 2020 SEF Letter, SEF expressly acknowledged that “County Attorneys have

noted that the Mayor has the ability to enter into a direct concession agreement with [SEF] to return

to [the Park]” – as opposed to any legal requirement to conduct a competitive procurement process

as SEF now claims is required. See Exhibit D.

11. The 2020 SEF Letter makes clear that securing such a direct agreement from the

County Mayor is the “goal” of the correspondence, and sought an opportunity to lobby the County

Mayor directly for receipt of such direct authorization. Id.

12. Subsequent to the 2020 SEF Letter, the County did not authorize SEF to conduct a

Christmas holiday event at the Park.

13. In 2021, SEF moved its Christmas holiday event to a nearby property in the City of

Hialeah, Florida.

14. In 2022, SEF again moved its Christmas holiday event to another property in the

City of Medley, Florida.

15. For the 2023 holiday season, SEF is about to open its Christmas holiday event at

the City of Medley site for the second straight year.

C. The County Properly Exercises its Discretion to Issue Loud and Live a Permit to
Conduct a Christmas Holiday Event at the Park, Under the Same Authority as
Previously Acknowledged and Enjoyed by SEF

16. On October 6, 2023, the County issued Loud and Live a permit authorizing Loud

and Live to conduct a Christmas holiday event at the Park until January 31, 2024 (the “LLE

Permit”). A true and correct copy of the LLE Permit is attached hereto as Exhibit E.

17. As with the SFE Permit before it, the LLE Permit was issued under the authority of

AO 8-5. See Exhibit E, pg. 2.

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 18. The LLE Permit expressly states that it can be revoked by the County at any time,

and it is not transferrable by Loud and Live. See Exhibit E, pg. 1.

D. SEF Files the Instant Lawsuit to Preclude Any Competition for its Medley Christmas
Holiday Event

19. On October 27, 2023 – twenty-one (21) days after receiving notice that the County

had issued the LLE Permit, SFE initiated the instant lawsuit to judicially disqualify the LLE Permit

under the argument that the County permitting process for issuing both the SEF Permit and the

LLE Permit is actually illegal and contrary to Florida statutes and County regulations.

20. SEF waited a further four days, and then filed its ex parte TRO Motion on

November 1, 2023, seeking an injunction that would ensure no Christmas holiday event takes place

at the Park for the 2023 holiday season.

MEMORANDUM OF LAW

As an initial matter, SEF neither says which claims it purportedly has a substantial

likelihood of success on the merits nor goes through the actual elements of any of its claims to

explain their likelihood of success. Instead, while SEF generically argues that the LLE Permit’s

issuance was wrong, a review of the counts brought in SEF’s complaint reveals that the TRO

Motion can only be sought under one of SEF’s five counts – Count I for declaratory judgment.

SEF’s complaint sets forth five purported causes of action: (1) declaratory judgment

against the County; (2) injunctive relief against the County; (3) writ of mandamus against the

County; (4) common law trade dress infringement against Loud and Live; and (5) common law

unfair competition against Loud and Live. The TRO Motion does not address Counts IV or V

against Loud and Live, and a claim for injunctive relief (purported Count II) is not a valid,

independent claim unless a separate, underlying cause of action is also pled. See McElroy v. Fla.

Power & Light Co., 352 So. 3d 7, 8 (Fla. 4th DCA 2022). In addition, the TRO Motion fails to

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address any of the elements necessary to state a claim under Count III for a writ of mandamus (i.e.

the non-discretionary ministerial act to be performed by the County), and instead is only based on

the County’s alleged arbitrary and capricious exercise of its discretion in issuing the LLE Permit.

As a result, the only count before this Court pursuant to which SEF might seek a temporary

injunction is its claim for declaratory relief based upon the County’s decision to issue the LLE

Permit. However, the TRO Motion fails to address all of the enumerated elements required to state

a claim for declarative relief. For this reason alone, the TRO Motion should be denied. In any case,

SEF is unable to satisfy the requirements for an injunction on its claim in Count I (declaratory

judgment) addressed in its TRO Motion.

I. SEF Cannot Show that it is Likely to Succeed on the Merits

For a temporary injunction to be entered, SEF must show that it is likely to succeed on the

merits in this case. To succeed on the merits, in addition to the elements of a declaratory judgment

claim it has not even addressed in its Motion, SEF would also have to establish, among other

things, that the actions of the County were arbitrary and capricious and beyond the wide discretion

afforded to the County with respect to procurement decisions under Florida law. Importantly, a

decision of a public body regarding a public contract or procurement decision cannot be overturned

by a court when such decision is based on an honest exercise of discretion even if “it may appear

erroneous and reasonable persons may disagree.” Liberty Cnty., 421 So. 2d at 507 (noting that it

is within the discretion of a public body to award a bid where there is no fraud or misconduct on

the part of the public body); see also Santa Rosa Island Auth. v. Pensacola Bch. Pier, Inc., 834 So.

2d 261, 262 (Fla. 1st DCA 2003) (“The decision of a public agency . . . is not subject to judicial

interference, provided the decision’s correctness is debatable by reasonable persons, even though

the decision reached may appear to some persons to be erroneous.”) (citations omitted); South Fla.

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Limousines, Inc., 512 So. 2d at 1062 (acknowledging the broad discretion of a public agency with

respect to procurement decisions as long as it acts in good faith). SEF cannot demonstrate that

anything the County did is even arguably incorrect, much less can it meet its high burden of

establishing arbitrary and capricious action by the County. Accordingly, SEF cannot show that it

is likely to succeed on the merits.

A. The County Has Not Conveyed or Leased Public Land to Loud and Live

The TRO Motion hinges entirely on the false premise that the LLE Permit is not actually a

permit – but is instead a lease, which requires significantly different and more stringent

procurement requirements than the issuance of a permit. Through this misleading and self-serving

manipulation of the LLE Permit’s true nature, SEF then attempts to declare the LLE Permit invalid

based on the County’s failure to observe all of the procedural requirements for a lease. The

fundamental problem with this convenient transformation of the LLE Permit to a lease by SEF is

that the LLE Permit’s plain language and applicable Florida case law clearly and unequivocally

support the fact that the LLE Permit is what it says it is – a permit.

In looking at this exact issue, whether a given agreement between a private party and a

government entity is a lease or a license/permit, Florida courts have consistently held that the

determining test is that a license/permit is: (1) revocable at will; and (2) cannot be assigned. On

the other hand, a lease is generally assignable and cannot be revoked without notice of default and

an opportunity to cure. See Homestead-Miami Speedway, LLC v. City of Miami, 828 So. 2d 411,

412-13 (Fla. 3d DCA 2002) (holding that private-public agreement at issue was not a permit or

license because a permit/license “is revocable at will and cannot be assigned”); Nazia, Inc. v.

Amscot Corp., 275 So. 3d 702, 706 (Fla. 5th DCA 2019) (in determining that private-public

agreement was a license and not a lease, relying upon the fact that the agreement at issue was not

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permanent and that either party could opt out); Brevard Cty. v. Blasky, 875 So. 2d 6, 12 (Fla. 5th

DCA 2004) (noting that a permit/license “may not be assigned or conveyed by the licensee”).

Unlike a lease, a permit/license is “not an interest in real property; it merely gives one the authority

to do a particular act on another’s land.” Keane v. President Condo. Ass’n, 133 So. 3d 1154, 1156

(Fla. 3d DCA 2014) (noting the agreement at issue was a license because it could be revoked at

will).

In this case, the LLE Permit specifically states that it “may be revoked by the Chief

Operations Officer at any time.” Exhibit E, pg. 1 (emphasis added). Furthermore, the LLE Permit

specified in all caps that “THIS PERMIT IS NOT TRANSFERABLE AND EXPIRES 1-31-

2024.” Id. (emphasis added). This is consistent with the language of the County administrative

order under which the permit was issued, which specifies that permits are “non-transferable, and

may be revoked at any time at the discretion of the [County] department director.” Exhibit B.

Under the legal test articulated above, the LLE Permit is clearly not a lease, and clearly does not

convey any interest in real property to Loud and Live. Instead, the LLE Permit’s plain language

states that Loud and Live is merely “permitted to engage in the business, profession or occupation

of” a “holiday event with entertainment, food and rides for all ages.” Id. In other words, the LLE

Permit only grants Loud and Live the “authority to do a particular act on another’s land.” Keane,

133 So. 3d at 1156. As such, the LLE Permit is clearly not a lease, but merely a permit authorizing

only Loud and Live to conduct a specific operation on County land on specific dates – which

authorization may be revoked at any time by the County.

Given that the LLE Permit is not a lease, SEF’s citations to Section 125.35, Florida

Statutes, Section 2-8.1 of the County Code, and County Implementing Order 8-4 are inapplicable

to the County’s issuance of the LLE Permit and irrelevant to resolution of the TRO Motion – as

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all of these authorities solely deal with the County’s conveyance or lease of County property.

Simply put, since the LLE Permit is not a lease, the County’s issuance of the LLE Permit did not

violate the legal requirements for the County’s execution of a lease. As such, SEF is unable to

establish a likelihood of success on its claim that issuance of the LLE Permit represents arbitrary

and capricious action under the County’s lease requirements.

B. The County Properly Followed All Requirements for Issuance of the Permit
Under Administrative Order 8-5

The County’s issuance of the LLE Permit properly followed and satisfied all applicable

requirements and procedures for issuance of a permit to conduct private business on County

property via a permit. The relevant requirements and procedures are found within County AO 8-

5. See Exhibit B. AO 8-5’s self-stated purpose is “to provide for a specific administrative process

whereby permits to conduct private business on County property may be applied for and

approved.” Id.

In seeking final approval for issuance of the LLE Permit from the County’s Chief

Operations Officer, the Parks, Recreation and Open Spaces Department Director (the “Parks

Director”) specifically noted that the Permit was being issued by the County under AO 8-5. See

Exhibit E, pg. 2. Clearly, the LLE Permit’s stated purpose (to allow for Loud and Live to conduct

a privately-run holiday event at the Park) fits within the stated purpose and scope of AO 8-5 as

detailed above.

AO 8-5 requires firms desiring to conduct private business on County property – such as

Loud and Live – to apply to the County department director who is responsible for the County

property of interest. See Exhibit B. AO 8-5 then identifies a list of information that should be

submitted to the relevant department director by the applicant, and instructs the relevant

department director to make a recommendation of approval or denial of the permit application to

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the County Manager2 based upon the received applicant information. Id. The County Manager then

makes the final determination on whether to accept or reject the department director’s

recommendation. Id. Importantly, AO 8-5 does not contain any language restricting its

applicability to permits for holiday events like the event to be conducted by Loud and Live at the

Park, nor does it exempt from its procedures private events at County parks such as the Park.

Finally, and importantly, it does not mandate the use of any competitive procurement procedures

for issuance of permits.

The County required Loud and Live to comply with all requirements of AO 8-5 in

connection with issuing the Permit, and Loud and Live satisfied each of those requirements. See

Compl., Exhibit E. Loud and Live applied for a permit to the County department director

responsible for the Park property, the Parks Director. Id. Loud and Live also provided the Parks

Director with all of the information and documents required in AO 8-5, including a detailed

description of the intended use of the LLE Permit, Loud and Live’s scope of operations, and all

written affirmations and certifications necessary for the conduct of private business on County

property. Id.

Notably, SEF does not allege that Loud and Live failed to meet any requirements of AO 8-

5. Instead, SEF conclusively states in its Complaint that a separate County administrative order,

Administrative Order No. 08-03 titled Special Event Permits in Park and Recreation Department

Facilities (“AO 8-3”) is the only “applicable procedure” under which the Permit could have been

issued. See Compl. at ¶ 57. SEF’s only support for this argument is that the Loud and Live planned

holiday event simply meets the general definition of “Special Event” in AO 8-3, and that much of

2
AO 8-5 was written and enacted prior to enaction of the County’s Strong Mayor Charter
Amendment. As such, it is currently the County Mayor – and not the County Manager – who has
authority to review and approve issuance of a permit under AO 8-5.

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the information submitted by Loud and Live in support of its application for the LLE Permit is the

type of documentation required under AO 8-3. Id. See AO 8-3, attached as Exhibit F. A review of

AO 8-3’s plain language, however, reveals that it does not contain any provision mandating that

permitted events falling within its general definition of “Special Event” must be issued pursuant

to AO 8-3 and not AO 8-5. See Exhibit F. Instead, AO 8-3 is best understood as an alternative,

more rigorous procedure for the issuance of permits concerning “Special Events” than the more

general procedures for such permits under AO 8-5. Id. The decision of which administrative order

to issue an event permit under is left to the County’s discretion – and not a restrictive mandate as

misinterpreted and mischaracterized by SEF. In fact, further supporting an understanding of its

role as a discretionary alternative to the general process under AO 8-5, AO 8-3 expressly states

that making a permit application under its procedures “exempts” the application from the general

permitting requirements under AO 8-5. Id.

It is also important to note that the County’s issuance of the LLE Permit under AO 8-5 is

supported by the fact that this issuance is consistent with the County’s process for issuance of the

prior SEF Permit allowing for a Christmas holiday event at the Park. See Exhibit A. Just as with

the LLE Permit, the County properly relied upon AO 8-5 to review and approve SEF’s application

for authorization to conduct a private event at the Park during the Christmas holiday season. Id.

Further, as with the SEF Permit, the LLE Permit is not assignable and is revocable at will by the

County. Id.

Since the County properly exercised its discretion to issue the LLE Permit under the scope

and authority of AO 8-5, and since it is undisputed that all procedures and requirements of AO 8-

5 were satisfied by the County and Loud and Live prior to the issuance of the LLE Permit, SEF

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cannot establish a likelihood of success on the merits of its challenge to the LLE Permit’s issuance,

much less under the applicable arbitrary and capricious standard.

C. Alternatively, AO 8-3 Does Not Mandate Use of a Lease for a Class “A” Special
Event

Alternatively, even if AO 8-3 was the sole, mandated procedure through which the LLE

Permit could be issued (which it is clearly not), the County’s issuance of the LLE Permit complied

with all requirements of AO 8-3. Specifically, SEF argues that the LLE Permit could not be issued

under AO 8-3 because the Christmas Wonderland event constitutes a Class “A” Special Event, and

SEF has interpreted AO 8-3 to prohibit the issuance of any permits for a Class “A” Special Event

because, SEF argues, such events may only be authorized via a signed lease agreement procured

through a competitive process. See Compl. at ¶¶ 58-59. The plain language of AO 8-3, however,

directly contradicts this interpretation because it only states that the County must “consider”

authorizing Class A events via a competitively-procured lease agreement – not that all such events

“must” be authorized via lease agreement. See Exhibit F. Furthermore, AO 8-3 actually provides

the parameters, scope and required deposit amounts for issuance of a permit for a Class A event –

even though SEF now contends AO 8-3 prohibits the issuance of such permits.

In setting out procedures for issuing a Special Events permit under its procedures, AO 8-3

classifies applicant events into three classes (“A,” “B,” and “C”) based on the event’s size, duration

and infrastructure support requirements. Given its size and duration, all parties agree that the

Christmas Wonderland event would be properly classified for purposes of AO 8-3 as a Class “A”

event. See Compl. at ¶ 58. AO 8-3 states that events with a Class “A” classification “shall be

considered for a lease agreement.” Exhibit F at Section II.

SEF erroneously misinterprets the above requirement in AO 8-3 to mean that the County

must approve a Class “A” event via a competitively-procured lease instead of through a permit

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under AO 8-3. See Compl. at ¶ 59. This interpretation is not only incorrect but also renders

meaningless the term “considered.” See Edwards v. Thomas, 229 So. 3d 277, 284 (Fla. 2017)

(holding that Florida courts are required to give effect to “every word, phrase, sentence, and part

of the statute, if possible, and words in a statute should not be construed as mere surplusage”). As

with the discretion to utilize either AO 8-3 or AO 8-5 to issue a permit for the same event based

on the given circumstances of each permit application, the County has plainly given itself

discretion in AO 8-3 to authorize a Class “A” Special Event via a permit or a lease agreement.

This interpretation is further supported by the rest of AO 8-3, which actually sets forth multiple

requirements for issuance of a permit under AO 8-3 specifically for a Class ”A” Special Event,

including:

• the amount of a damage deposit to be paid to the County upon issuance of a permit for a
Class “A” event;
• a mandate that all Class “A” event permits under AO 8-3 require a minimum 40-cubic-
yard dumpster;
• a mandate that all Class “A” event permits under AO 8-3 require a minimum 10-person
team with a supervisor for traffic flow/vehicle parking maintenance; and

• a mandate that all Class “A” event permits under AO 8-3 require a crew of no less than
five (5) for grounds and facility maintenance during and after the event.

The inclusion of the above requirements specifically for Class “A” Special Event permits issued

under AO 8-3 directly contradicts SEF’s argument that AO 8-3 supposedly forecloses the County’s

ability to issue a permit to authorize a Class “A” event.

II. SEF Cannot Establish it Will Suffer Irreparable Harm Absent an Injunction

SEF is also unable to establish that it will suffer irreparable harm absent an injunction

because it has not alleged how SEF itself will be harmed. To meet the irreparable harm

requirement, SEF cites to Florida cases holding that a disappointed proposer/bidder in a public

procurement process suffers irreparable harm absent an injunction in cases where the disappointed

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proposer/bidder is challenging the procurement process at issue (i.e., where someone who actually

made a bid/proposal alleges it was wrongly denied a public contract award in favor of another

bidder/proposer). See TRO Motion at p. 15 (citing City of Sweetwater v. Solo Constr. Corp., 823

So. 2d 798, 801 (Fla. 3d DCA 2002) (involving a challenge to a public procurement process in

which the plaintiff submitted a proposal ranked second for award), Miami-Dade Cnty. v. Church

& Tower, Inc., 715 So. 2d 1084, 1086 (Fla. 3d DCA 1998) (involving a challenge to a public

bidding process in which the plaintiff was an actual bidder), Mid-Am. Waste Sys. of Fla., Inc. v.

City of Jacksonville, 596 So. 2d 1187, 1189 (Fla. 1st DCA 1992) (involving a challenge to a public

procurement process where the plaintiff was the second ranked bidder).

SEF, however, is significantly different than the plaintiffs in each of these cited cases for a

simple reason – SEF is not a bidder or proposer under any County procurement process at issue.

In fact, SEF’s only standing in this case is that of a private party that might be a bidder/proposer

in a potential future procurement process for a lease contract at the Park – which is no different

than any other potential bidder on an innumerable number of potential future County

procurements. Unlike the disappointed proposers/bidders in the decisions cited by the TRO

Motion, SEF never participated in any procurement process to receive the LLE Permit and does

not have any bid or proposal pending before the County. In other words, even though SEF self-

servingly complains about its inability to bid on a non-existent competitive procurement process,

the loss of an entirely speculative opportunity to possibly bid on a future procurement process is

not a sufficient “irreparable harm” to justify entry of an injunction. Unlike the second-ranked

public procurement bidders in the cases cited above, even if this Court were to somehow strike

down the LLE Permit as invalid, SEF would not be next in line to receive the LLE Permit. As

such, the only outcome from granting the relief requested in the TRO Motion is to shut down a

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lawfully-permitted Christmas holiday event at the Park and ensure that no holiday event occurs at

the Park for the 2023 holiday season – solely benefitting SEF’s attempts to eliminate any

competition for its own holiday event during the same timespan at a location nearby.

Further, since SEF is not guaranteed to acquire the LLE Permit if its issuance to Loud and

Live is struck down, SEF cannot reasonably claim that the County’s decision to issue the LLE

Permit deprived SEF of profits that SEF would have otherwise gained by operating a holiday event

at the Park in Loud and Live’s place. Simply put, there are no potential SEF profits from the

operation of a holiday event at the Park in 2023 that the TRO Motion seeks to protect. Again, this

is significantly different than the disappointed public procurement bidders in the irreparable harm

cases relied upon by SEF – all of whom sought an injunction based on the irreparable harm of not

being able to recover the lost profits that they would have otherwise generated if they had been

selected for a contract award in the procurement process they submitted a bid in. See TRO Motion

at p. 15 (citing City of Cape Coral v. Water Services of Am., Inc., 567 So. 2d 510, 514 (Fla. 2d

DCA 1990) (referencing lost profits otherwise available to an unsuccessful bidder in a public

procurement process), Miami Dade Cnty. Sch. Bd. v. J. Ruiz Sch. Bus Serv., Inc., 874 So. 2d 59,

65 (Fla. 3d DCA 2004) (discussing irreparable harm suffered due to unsuccessful bidder’s ability

to recover lost profits from a potential contract award resulting out of a procurement process where

the plaintiff submitted a bid), William A. Berbusse, Jr., Inc. v. N. Broward Hosp. Dist., 117 So. 2d

550, 552 (Fla. 2d DCA 1960) (referencing irreparable harm suffered by a “bidder for public

work”).

Likewise, SEF must provide a factual basis to establish there is no adequate remedy at law.

“Irreparable injury cannot be found where the asserted injury is doubtful, eventual, or contingent,

and money damages and loss of business to a competitor generally do not suffice to demonstrate

18
#232463965_v1
irreparable injury.” Holland M. Ware Charitable Found. v. Tamez Pine Straw LLC, 343 So. 3d

1285, 1289 (Fla. 1st DCA 2022) (citing to Sammie Invs., LLC v. Strategica Capital Assocs., Inc.,

247 So. 3d 596, 600 (Fla. 3d DCA 2018)) (SEF’s case). “[M]oney damages and loss of business

to a competitor generally will not suffice to demonstrate irreparable injury” because those injuries

can be cured with monetary relief. See, e.g.,s State, Dep't of Health v. Bayfront HMA Med. Ctr.,

LLC, 236 So. 3d 466, 475 (Fla. 1st DCA 2018); see, e.g., Stand Up for Animals, Inc. v. Monroe

Cty., 69 So. 3d 1011, 1013 (Fla. 3d DCA 2011) (explaining that irreparable harm is not established

where the harm can be compensated for adequately by money damages); Agency for Health Care

Admin. v. Cont'l Car Servs., Inc., 650 So. 2d 173, 175 (Fla. 2d DCA 1995) (reversing a temporary

injunction against a competitor and Florida’s Agency for Health Care Administration because the

alleged loss of business to a competitor was insufficient to establish irreparable harm and there

was an adequate remedy at law).

In Continental Care Services, the Agency for Health Care Administration (“Agency”)

awarded a contract to transport Medicaid patients to Continental’s competitor, TSCI. See Cont'l

Car Services, Inc., 650 So. 2d at 175. Continental, then filed a lawsuit seeking to enjoin the

implementation of the contract claiming the Agency did not have authority to enter into the

contract. Id. Continental argued it “would suffer irreparable harm if an injunction was not issued

because the operators may not be able to recover damages from the state for the monetary and

other injury they would suffer if the Agency and TCSI had illegally executed a contract” and that

“they had no adequate remedy at law.” Id. (emphasis added). At the injunction hearing, Continental

argued their business would be destroyed if the contract took effect and that “damages would be

impossible to ascertain.” Id. The trial court granted the temporary injunction, but the Second DCA

quickly reversed holding that “[o]ther than money damages and loss of business to a competitor,

19
#232463965_v1
Continental provided no evidence of irreparable injury or injury for which there was no adequate

remedy at law.” Id. Here, SEF makes the same arguments in an entirely inapplicable context. SEF

claims the LLE Permit was improperly issued, and thus, the LLE Permit should be canceled.

However, SEF has failed to put on any evidence that issuance of the LLE Permit would cause any

harm, much less irreparable harm, to SEF.

Similarly, in South Florida Limousines, Inc. v. Broward County Aviation Department, 512

So. 2d 1059, 1061–62 (Fla. 4th DCA 1987) the plaintiff argued “it suffered irreparable harm from

the [County’s] contract being illegally awarded to Yellow Limousine” instead of being awarded

to the plaintiff who was a competitor limousine company. (emphasis added). The trial court denied

the temporary injunction holding that the plaintiff “would not suffer irreparable harm if the

temporary injunction was denied, and that South Florida Limousines had an adequate remedy at

law.” Id. at 1061. On appeal, the Fourth DCA affirmed and held that “the contract had already

been awarded before the motion for temporary relief was filed, and . . . nothing was being taken

away from the movant” so there could not be any irreparable harm. Id. at 1061-62 (emphasis

added). The Court noted that although the plaintiff had alleged “that it suffered irreparable harm

from losing business at the airport,” the plaintiff/competitor limousine company had an adequate

remedy at law. Id. at 1062.

Because issuance of the LLE Permit was never put out to bid in a procurement process,

and because SEF never submitted a bid or proposal to gain issuance of the LLE Permit, SEF cannot

claim it will suffer irreparable harm absent an injunction. The County is under no obligation to

issue a new permit to SEF, even if the current LLE Permit is struck down in this action.

Accordingly, SEF will not suffer the loss of any potential future profits absent an injunction, and

cannot establish the necessary irreparable harm.

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#232463965_v1
III. An Injunction Would Not Benefit the Public

SEF cannot establish that its requested injunction will benefit the public. To the contrary,

the issuance of an injunction would only serve to harm the public including by creating a de facto

monopoly for SEF’s annual Christmas holiday events in Miami-Dade County.

The entry of a temporary injunction order just prior to the opening of the LLE Permit

Christmas holiday event would significantly harm both the public at large and the public as

represented by the County. The County stands to make $600,000 in revenue, plus tens of thousands

of dollars derived from the hundreds of jobs created by the event (e.g., off-duty police officers and

fire rescue personnel for the event, vendors, employees). The County would lose all of these

potential jobs and revenue if the LLE Permit was canceled and no Christmas event was to occur

at the Park for 2023. The public would also be harmed by an inability to select from multiple

Christmas holiday events or to use their pre-purchased tickets to the LLE Permit event. The LLE

Permit is a short-term authorization from the County, revocable by the County at any time, for

Loud and Live to hold a Christmas holiday event at the Park during the 2023 Christmas holiday

season. The public will not derive any benefit from foreclosing any Christmas holiday event at the

Park this season for the sole practical purpose of preserving SEF’s monopoly on holding such

events in Miami-Dade County. Indeed, the public would be harmed.

IV. SEF’s Unclean Hands Preclude Granting of the Equitable Relief it Seeks

The temporary injunctive relief sought by SEF in the TRO Motion is governed by equitable

principles and arises out of this Court’s discretionary powers sounding in equity. See Plissner v.

Goodall Rubber Co., 216 So. 2d 228, 229 (Fla. 3d DCA 1968) (recognizing that the claim at issue

“was for an injunction and, therefore, governed by equitable principles”); VP Union 76, Inc. v.

Canmont Intern., Inc., 632 So. 2d 249, 251 (Fla. 3d DCA 1994) (noting that “[a]n injunction is a

21
#232463965_v1
discretionary equitable remedy, primarily preventive in nature”); Sch. Bd. of Palm Beach Cnty. v.

Groover, 337 So. 3d 799, 809 (Fla. 4th DCA 2022) (stating that “[i]njunctive relief is

quintessentially equitable”).

As an equitable remedy, an injunction should be properly denied if the movant is deemed

to come to the court with “unclean hands.” See Pilafian v. Cherry, 355 So. 2d 847, 849-50 (Fla.

3d DCA 1978) (holding that “one who seeks the aid of equity must do so with clean hands,” and

noting that “[i]f the Plaintiff has previously violated the same restriction which he now seeks to

enforce against the Defendant, the equitable doctrine of unclean hands is applicable and injunctive

relief is usually denied”); Bradley v. Health Coal., Inc., 687 So. 2d 329, 334 (Fla. 3d DCA 1997)

(noting that a movant deemed to have unclean hands is not entitled to an injunction); S.E.C. v.

Lauer, 445 F. Supp. 2d 1362, 1366–67 (S.D. Fla. 2006) (noting that “[a] cardinal rule of equity is

he who comes into equity must come with clean hands”).

In this case, SEF demonstrably comes to this Court with unclean hands to request equitable

relief that would foreclose the holding of the LLE Permit event pursuant to a County permit process

under which SEF has previously secured a substantially similar permit and sought a successor

permit just three years ago. As previously related, SEF had no issue with the County issuing a

permit for operation of a private Christmas holiday event at the Park under AO 8-5 when SEF was

the private operator collecting all the profits from such an event. See Exhibit A. SEF also had no

issue with the County issuing a permit to conduct a Christmas holiday event at the Park under AO

8-5 in 2020, when SEF sought such a permit through a written request to the County Mayor. See

Exhibit D. However, once the County exercised its discretion to authorize SEF’s competitor to

hold a Christmas holiday event at the Park under AO 8-5, this process suddenly became illegal and

characterized as a “backroom deal” that necessitates the extraordinary remedy of entering an

22
#232463965_v1
injunction that wholly forecloses any Christmas holiday event at the Park for 2023. Compl., ¶ 3.

Such action is particularly egregious where SEF is obviously using such arguments as an attempt

to prevent economic competition to its own 2023 Christmas holiday event in Medley. This blatant

hypocrisy is a classic example of unclean hands – a plaintiff’s complaint about purported illegal

action by a defendant where the plaintiff previously benefitted financially for years from the exact

same action it now argues is illegal, and only seeks equitable relief for the selfish reason of

protecting maximum profits from SEF’s competing event. Under such circumstances, this Court

must deny the requested injunctive relief due to SEF’s unclean hands. See Epstein v. Epstein, 915

So. 2d 1272, 1275 (Fla. 4th DCA 2005) (“equity cannot be invoked for selfish or ulterior

purposes”)

CONCLUSION3

Florida law and the County’s own administrative regulations provide the County with

broad discretion concerning the County’s determination as to which parties are granted access to

hold private events on County property. In this case, the LLE Permit application clearly fell within

the express scope of AO 8-5, the County properly exercised its discretion in choosing to consider

the LLE Permit application under AO 8-5 instead of AO 8-3, and the LLE Permit application

satisfied all requirements for permit issuance under AO 8-5. Alternatively, the LLE Permit

application also happens to have satisfied all mandatory requirements for issuance of a permit

under AO 8-3 as well. As such, SEF cannot demonstrate the County violated a single rule or

ordinance in issuing the permit to Loud and Live, much less can SEF demonstrate that the County’s

decision to issue the LLE Permit was in any way arbitrary, capricious or beyond the broad

3
Loud and Live hereby adopts and incorporates into this Response the balance of the County’s
filed response in opposition to the TRO Motion.

23
#232463965_v1
discretion afforded the County in such matters and, therefore, cannot establish a likelihood of

success on the merits. Further, SEF’s request for an injunction must also be denied because because

it cannot demonstrate irreparable harm or that an in injunction would be in the public interest.

Furthermore, the Court should decline to exercise its equitable powers to issue the requested

injunction given that SEF comes to the Court with unclean hands.4

Dated: November 9, 2023 Respectfully Submitted,

HOLLAND & KNIGHT LLP

/s/ Alex M. Gonzalez_______________

HOLLAND & KNIGHT LLP
701 Brickell Avenue, Suite 3300
Miami, Florida 33131
Telephone: 305-374-8500
Alex M. Gonzalez (Fla. Bar No. 991200)
alex.gonzalez@hklaw.com
Israel J. Encinosa (Fla. Bar No. 46083)
israel.encinosa@hklaw.com
Daniel P. Hanlon (Fla. Bar No. 105219)
daniel.hanlon @hklaw.com
Daniel Barsky (Fla. Bar No. 25713)
daniel.barsky@hklaw.com

Counsel for Defendant

Loud and Live Engage LLC.

4
In the alternative event that this Court somehow enters a preliminary injunction in this matter,
Loud and Live requests that SEF be required to give a bond in the amount of $24,000,000 in
exchange for receipt of such an extraordinary remedy, as required under Florida Rule of Civil
Procedure 1.610(b). The $24,000,000 amount is based upon the approximate total loss in gross
revenue to Loud and Live from conducting the LLE Permit event, multiplied by two as required
by Rule 1.610(b). Entry of a temporary injunction at this time would almost certainly prevent the
LLE Permit event from happening at all, so SEF should be forced to post a bond representing the
total amount of expected revenue by Loud and Live that would have been earned but for imposition
of the sought injunction.

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 CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 9th day of November, 2023, I electronically filed the

foregoing with the Florida Courts E-Filing Portal system, which will transmit a copy to all counsel

of record.

/s/ Alex M. Gonzalez

Attorney

25
#232463965_v1
EXHIBIT A
EXHIBIT B
 Administrative Order

Administrative Order No.: 8-5

Title: Permission to Conduct Private Business on Public Property
Ordered: 12/7/1999 Effective: 12/17/1999

AUTHORITY:

Section 4.02 of the Miami-Dade County Charter, Section 21-29.1 of the Miami-Dade
County Code, Chapter 125.38 of the Florida Statutes.

SUPERSEDES:
This Administrative Order supersedes previous Administrative Order No. 8-5, ordered
and effective December 19, 1989.

POLICY:
The Miami-Dade County Code provides that "It shall be unlawful for any person, firm,
corporation or other legal entity to engage in any private business, commercial
activity, or to undertake to provide any service for compensation, or to advertise or
display merchandise, or to transact any business for profit, or to solicit business, on
any property or facilities owned or operated by Dade County without first obtaining a
permit, concession, lease, or other authorization in writing approved or authorized by
Board of County Commissioners."

PURPOSE:
The purpose of this Administrative Order is to provide for a specific administrative
process whereby permits to conduct private business on County property may be
applied for and approved. Concessions, leases and other types of contractual
agreements are normally through a competitive process and their issuance is not
addressed in this Administrative Order. The permit process outlined herein is not
intended in any way to diminish the County's long-established competitive bidding
process.

PROCEDURE:
Persons or firms desiring to conduct private business on County property shall make
application to the department director who is responsible for the property of interest.
If the applicant is unclear as to the responsible department or if the property falls
under the jurisdiction of more than one department, the request should be made
directly to the County Manager.

Department directors shall be responsible for preparing and distributing appropriate

application forms; said forms, requesting at a minimum, the information below:

Name of organization, firm or individual

Mailing address
Represented by
Phone Number
Description of intended use, type of business or scope of operation
County facility/property requested for proposed activity
Period of requested use, including dates, days of the week and hours of the
day
Not-for-profit status of organization. If not-for-profit, state the intended uses
of the proceeds from the permitted activity.
Completed and executed disclosure form
Estimated costs for County services:
o Rental Charge
o Utilities
o Maintenance/Clean-up
o Security
o Administrative Support
o Other (including lost revenue)
Description of any restrictions on the manner of use of County facility/property
Signed statement acknowledging that the applicant has obtained all required
licenses, permits and insurance as required by law, code, etc., and will
indemnify and hold the County harmless for any liability arising out of
negligence on the part of the permit holder (contact GSA/Risk Management
Division, for advice and assistance, if necessary).

A completed copy of the above information and the department director's

recommendation to the County Manager, except for permits issued pursuant to a
blanket-type approval.

APPROVALS:
Each request shall be considered in terms of 1) the benefits and advantages accruing
to Miami-Dade County; 2) the compatibility of said business with the normal
operations and purpose of the property; 3) the nature and the magnitude of the
activity and whether a concession, lease or other authorization would be more
appropriate; and 4) the desirability of the proposed activity as it relates and
contributes to the economic and social well-being of the community. Under no
circumstances, however, is the County obligated to issue a permit.

Upon receipt of a person's or firm's application, the department director shall enter a
recommendation and forward a copy of the department’s completed application form
to the County Manager. Approved permits (form 105.01-3, Permit to Conduct Private
Business on County Property) or rejected applications will be returned to the
department director who shall notify the permit applicant of the final action.

PERMITS:
Permits shall be issued for a specific time period not to exceed one year in duration,
are non-transferable, and may revoked at any time at the discretion of the
department director. Each permit holder shall keep a copy of the approved permit at
each business site. A master file of all permits shall be maintained by the County
Manager.

BLANKET PERMITS:
To facilitate the issuance of permits at events hosted by the County in which a
number of vendors may be involved, departments may request authorization from the
County Manager to directly issue vendor permits for those events. The request for
authorization shall be by memorandum and sample permit form identifying and
detailing the event, dates, estimated number of types of vendors, and the terms and
conditions that will apply to the vendors at the event. A listing of the vendors issued
permits is to be sent to the County Manager upon termination of the event. All
permits shall expire at the termination of each event and may not carry forward to
future events.

EXTENSIONS:
Permits, other than those specifically exempted in the section below, may be
renewed once, upon approval by County Manager. If a person or firm wishes to
continue to conduct private business on County property after the renewal period has
expired, a concession or lease is required. The County will follow competitive
procedures prior to awarding any concession or lease, where applicable.

COST RECOVERY:
It is the County’s policy to recover all costs associated with the private use of county
property. Examples of said costs include property rental charges, utilities,
maintenance, security, and administrative overhead. Lost revenue may also be
considered a costs. In addition, the County may require, as a condition of granting a
permit, a share of the anticipated revenues of the permitted activity.

The waiver of any or all costs accruing to the county from the use of County property
shall be the sole prerogative of the board of County Commissioners.

EXCEPTIONS:
If the permit is for 14 or fewer consecutive days per year, or 15 or fewer consecutive
weekends per year, or other similar configuration of days or weekends, it shall be
considered to have been issued for a “limited time period” and shall be renewable
without limit at the County’s discretion.

In situations where the County routinely issues permits to all legitimate applicants
wishing to conduct business at a specific location where it is clearly evident that the
services and products are being provided competitively, the County may, at its
discretion, renew said permits indefinitely without requesting bids and proposals.
Examples of such permits includes the permission given to various vendors to
provide goods and services to the airlines and shipping lines that use County
facilities.

Other permits which may be renewed without limit at the County's discretion include:

1. Permits issued to persons or firms engaged in fund raising activities which

are specifically organized for the sole purpose of promoting community
interest and welfare may be renewed without limit at the County's discretion;
or

2. Other governmental organizations or state political subdivisions; or

3. Not-for-profit youth, adult and senior, cultural, conservation and parks and
recreation program service providers; or

4. Entities maintaining county property, including grove maintenance and

harvesting.

This Administrative Order is hereby submitted to the Board of County Commissioners

of Miami-Dade County, Florida.

M. R. Stierheim
County Manager
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
 Administrative Order

Administrative Order No.: 8-3

Title: Special Event Permits in Park and Recreation Department Facilities
Ordered: 1/13/2000 Effective: 1/23/2000

AUTHORITY AND REFERENCES:

Article 4, Section 4.02 and Article 6, Section 6.02 (J) of the Miami-Dade County
Home Rule Amendment and Charter; and Chapter 26 of the Code of Miami-Dade
County; and Chapter 2-1, Sections 21-28, 21-28.1, 21-29; and Chapter 125.38,
Florida Statutes.

EXEMPTION:

For only the purpose of permitting Special Events in county-owned and operated
Park and Recreation Facilities, this AO is exempt from AO 8-5, Permission to
Conduct Private Business on County Property, dated December 19, 1989.

PURPOSE:

Special Events present an opportunity to invigorate civic pride, to celebrate the social
and cultural fabric of a community, and to encourage economic development.
Because of their very nature as common grounds for recreation and enjoyment,
public parks and recreation open spaces often provide the right atmosphere for the
hosting of these celebrations. The purpose of this AO is to establish a standard
procedure of application, evaluation and permitting of Special Events in
county-owned and operated park and recreation facilities in an effort to:

Ensure events remain for public park purposes only;

Provide broad public benefit;
Respect park capacity, infrastructure general plan;
Ensure compatibility and sympathy with surrounding land uses as well as
natural, cultural and historic park resources;
Meet the conditions of Article 6 of the Miami-Dade County Charter; and,
Minimize impacts to the health, welfare and safety of the public.

DEFINITIONS:

1. Special Event(s) -- A Special Event constitutes those festivals, carnivals,

concerts, parades and community happenings that have the purpose of
enhancing recreational opportunities consistent with a park's intended use for
 entertainment, education, or cultural, religious, ethnic or political expression. It is
understood that these events are above and beyond daily recreational
programming provided by the Miami-Dade County Park and Recreation
Department or its not-for-profit programming partners.

The term Special Events does not include events sponsored entirely by the
Miami-Dade County Park and Recreation Department; or events that are
administered through reservation at a specific park facility through the Park
Manager or Facility Director, such as:

Picnics;
Weddings;
Funerals;
Elections;
Sports competitions held at permanent athletic venues, or
Concert series and other artistic endeavors held at permanent performing arts
venues.

2. Public Park Purpose -- The term Public Park Purpose refers to the use of public
land and water areas and associated facilities for aesthetic, educational,
recreational or cultural use, which promote personal, social, environmental and
economic benefits to the Miami-Dade County community.

3. County Park and Recreation Facility -- The term County Park and Recreation
Facility refers to any public park land and the recreational facilities, thereon,
owned and/or operated by the Miami-Dade County Park and Recreation
Department.

4. Special Events Area -- The term Special Events Area refers to a specific site
within a County Park and Recreation Facility, as designated by Miami-Dade
County Park and Recreation staff, that is most appropriate to support a Special
Event. The criteria for designation of a Special Events Area is delineated in this
AO, Section I - Park Classifications and Restrictions.

5. Staging Area -- The term Staging Area refers to the public park land outside of
the designated Special Events Area needed to set up, take down, store
equipment, materials and supplies to support the Special Event.

6. Special Events Coordinator -- The term Special Events Coordinator refers to

the individual employed by the Miami-Dade County Park and Recreation
Department, who is responsible for the marketing of County Park and Recreation
Facilities for Special Events; the coordination of the Selection Committee; the
dispensing of the Special Events Application Packages; coordination with the
Event Organizer to ensure deadlines and checklists are achieved; and all other
departmental tasks necessary to support Special Events.
7. Event Organizer -- The term Event Organizer refers to the person or
organization serving as the primary contact for the production of a Special Event.

8. Selection Committee -- The term Selection Committee refers to the internal

departmental group, as defined in Section V -- Evaluation Criteria for Approval,
that is responsible for evaluating Special Event Application Packages and
recommending approval or rejection of Special Events Permits.

9. Special Event Application Package -- The term Special Event Application

Package refers to the documents, as outlined in Sections III and IV of this AO,
that obtains the necessary information to evaluate Special Events applications
and approves for permitting.

GUIDELINES AND PROCEDURES:

Under the Guidelines and Procedures described hereafter, Park and Special Event
Classifications will be detailed with their corresponding restrictions; the contents of
the Special Event Application Package will be defined as will the information required
from the Event Organizer; provisions for waiver will be provided; and all other
required regulatory permits will be described.

SECTION I - PARK CLASSIFICATIONS AND RESTRICTIONS:

The consideration of Special Events shall be tied to the appropriate use of a park and
recreation facility utilizing the classification system adopted in the County's
Comprehensive Development Master Plan (CDMP).

The Miami-Dade County Park and Recreation Department organizes its park and
recreation facilities into two primary categories: Local Parks and Areawide Parks.
Local parks serve the Unincorporated Municipal Service Area (UMSA) and Areawide
parks serve all Miami-Dade County residents and visitors. Within both categories,
parks are further broken down into the general administrative classifications detailed
below, which are based upon their typical size, purpose and range of facilities.

Each Special Event Application Package will include a list of all Miami-Dade County
Park and Recreation Facilities and their respective classifications. Each park
classification is determined by department staff in accordance with the guidelines of
the CDMP. No park classification can be changed to accommodate a Special Event.

Park Classifications

Areawide
Metropolitan Parks
200-plus acres
Natural and cultural resource-based recreational activities
Staffed
Example: Haulover Park and Marina
Matheson Hammock Park and Marina

Natural Area Preserves

5-plus acres
Passive to protect endemic and threatened biological communities
Non-staffed
Example: Nixon Smiley Pineland
Ned Glen Pineland

Special Activity Areas

Single-use facilities
Unique recreational opportunity based upon nature of attraction
Staffed
Example: Vizcaya Museum and Gardens
Deering Estate at Cutler

Greenways
Linear corridors linking parks and public facilities
Non-staffed
Example: South Dade Greenway

Local

District Parks
200-500 acres
Intensive user-based recreational facilities
Staffed
Example: Amelia Earhart Park
Tropical Park

Community Parks
20-100 acres
Mixed passive and active recreational facilities
Staffed
Example: Gwen Cherry Park
Coral Reef Park

Single-Purpose Parks
5-15 acres
Single function
Staffed
Example: North Dade Optimists Park
Franjo Park
 Neighborhood Parks
5-10 acres
Passive recreational activities
Non-staffed
Example: Acadia Park
Briar Bay Park

Mini Parks
Less than one acre
Passive recreational activities
Non-staffed
Example: Alonso Kelly Park

Restrictions

Only Metropolitan, Special Activity, Special Purpose, District, Community, and

Neighborhood parks shall be designated for special events permitting. An area (or
areas) in each park within these park classifications shall be designated as
appropriate as a Special Events Area, as determined by department staff. In no
event, shall a Special Event be held outside of the designated area(s). This
designation shall be based upon:

Ease of accessibility from feeder and park roads;

Infrastructure requirements (restrooms, utilities);
Ability to safely accommodate anticipated peak demand for parking;
Security/safety; and
Minimizing impact on surrounding neighborhoods, adjacent land uses, natural
and cultural resources, or other ongoing park activities.

Special Activity Parks, such as Vizcaya, Miami Metrozoo, and the Deering Estate at
Cutler, require more restrictive standards based upon their unique cultural, historical
or natural resources. At least one representative from their associated support
organizations as well as the facility director shall serve on the Selection Committee
when required, as detailed in Section V of this AO.

Vizcaya Museum and Gardens is the only exception. Vizcaya Museum and Gardens
is governed by Ordinance 98-112, which establishes the responsibilities and authority
of the Vizcaya Trust. Any Event Organizer proposing to host an event at Vizcaya
Museum and Gardens must directly contact the facility and be subject to the rules
and regulations of Ordinance 98-112.

Elements of special events, such as mechanical amusement rides and concert noise,
shall be restricted as follows:
 Mechanical Amusement Rides

Mechanical amusement rides shall be allowed only in District and Community parks,
with restrictions placed on location, and their impact on the welfare and safety of both
the public and the park site. Mechanical amusement rides shall be excluded in
Metropolitan and Special Activity Parks because of the sensitivity of their natural,
historical and cultural resources.

Exceptions to the policy must be recommended by the Selection Committee and

approved by Department Director.

Noise, Music and Entertainment

Miami-Dade County prohibits unreasonable and disruptive noise that is clearly

incompatible with the normal activities of certain locations at certain times. According
to Section 21-28 and 21-28.1 (B) of the Miami-Dade County Code, and as included in
Chapter 26 of the Code of Miami-Dade County, it is unlawful for any person or
organization to make, continue or cause to be made loud, excessive or unusual
noise.

Music and entertainment will be restricted as much as possible to regular park hours,
which are from sunup to sundown. No single musical or entertainment performance
may last more than two hours. In such cases where a Special Event is permitted to
endure past regular park hours, no musical or entertainment performance may take
place past 11:00 PM and no earlier than 9:00 AM. No music or entertainment
performance may be allowed in such as manner as to be plainly audible at a distance
of 100-feet outside of the County Park and Recreation Facility boundary.

Failure to comply with requests to decrease noise to an acceptable level will result in
notification to the Miami-Dade Police Department. Failure to comply may result in the
termination of the Special Event, revocation of a Special Events Permit, and may
prohibit the issuance of a permit for future events sponsored by the Event Organizer.

Fireworks

Special Events featuring fireworks must first obtain department approval followed by
a fireworks permit from the Miami-Dade Fire Rescue Department or appropriate
municipal permitting jurisdiction if park facility falls within incorporated boundaries. A
written request for the permit must be submitted to the Fire Rescue Department at
least 30 days prior to the event, and be approved no later than 10 days prior to the
event.

Signage

Sponsorship banners and signage are allowed only within the designated Special
Events Area and may be displayed only up to three days prior to the Special Event.
Banners must be removed from the site within two days, following the Special Event.
All verbiage and graphics must be approved by the department.

SECTION II - SPECIAL EVENTS CLASSIFICATIONS:

Special Events shall be classified according to:

Size by both the required Staging Area and number of people attending;
Duration; and
Infrastructure support requirements (parking, roads, restroorns).

The achievement of any one of the higher criteria shall qualify an event for the higher
classification. For instance, if an Event lasts for only two days but 7,000 people are
expected to attend each day, the event shall be classified as a Class "A"' event. If an
Event meets the Class "A" definition in size, duration or infrastructure requirements, it
shall be considered for a lease agreement and shall be subject to the County's typical
procurement procedures.

Special Events Classifications

Class "A"
More than 7 days, or
More than 5,000 total attendance/per day, or
Heavy parking and infrastructure requirements, or
Restricts public use of park site.

Class "B"
4-6 days, or
Up to 5,000 total attendance/per day, or
Moderate parking and infrastructure requirements, or
Limits public use of park site.

Class "C"
1-3 days, or
Up to 2,000 total attendance/per day, or
Moderate parking and infrastructure requirements, or
Compatible with public use of park site.

Restrictions

No more than one Class "A" event per month can take place in any one park.

No more than two Class "B" or Class "C" events per month can take place in any
 one park.

If a Class "A" event is scheduled during a given month, only one Class "B" or
class "C" shall be scheduled.

No more than two (2) events can be scheduled during a given month in any one
park to ensure public accessibility and enjoyment of the Park and Recreation
Facility.

Any exception to these restrictions must be recommended by the Selection

Committee and approved by the Department Director.

SECTION III - SPECIAL EVENT APPLICATION PACKAGE:

When an Event Organizer seeks to host a Special Event in a County Park and
Recreation Facility, the Event Organizer must contact the designated Special Events
Coordinator for the Miami-Dade County Park and Recreation Department for an
Application Package. The Application Package shall include the following
information:

Application Form
Rules and Regulations of the Miami-Dade County Park and Recreation
Department
Accessibility Guidelines for Persons with Disabilities
Timelines and Milestones for Event Preparation
Checklists for Event Preparation
Regulatory Requirements/Thresholds and Permits
Contact List for All Regulatory Agencies
Park Classifications List
Required Affidavits

SECTION IV - REQUIRED APPLICATION INFORMATION:

The Event Organizer will be required to provide the following information in the
Special Event Application Package as well as a $250.00 non-refundable application
fee:

Name of Organization and Event

Event Organizer Information
Event Purpose/History
Event Sponsorship
Event Budget
Event Entertainment
Anticipated Attendance Figures
Proposed Site Selection/Site Plan
 Financial Statements/Pending Debts
Proof Ability to Obtain Required Insurance
List of all Subvendors and Concessionaires
Proof of Not-for-Profit Status

Priority will be given to pre-established, annual events. Not-for-profit organizations

will be given priority over Special Events which generate profit for the private sector.
If the conditions of Article 6 of the Miami-Dade County Charter have been satisfied to
allow a Special Event sponsored by a for-profit organization, the Event Organizer
also must provide evidence that:

The event constitutes a Public Park Purpose;

It is in the best interests of the general health, safety and welfare of both the
participants and citizens of Miami-Dade County;
There is little to no impact on and/or cost for County support services; and,
The frequency and uniqueness of the event does not conflict with or replicate an
already existing festival or event.

If an event proposed by a for-profit organization does not meet the established

criteria, the application will be denied.

Failure by the Event Organizer to submit all required information at least 120 days
prior to the start of the Special Event may be grounds for application denial. The
County is under no obligation to issue Special Events Permits for use of its Park and
Recreation Facilities.

SECTION V - EVALUATION CRITERIA FOR APPROVAL:

Once the Special Event Application Package is submitted to the Department, it will be
evaluated by a Selection Committee that will include, at a minimum:

The Special Events Coordinator;

The Park Manager of the proposed site or the Director of the cultural/historic
facility;
The Regional Manager supervising that area;
The Contracts Manager;
A Representative of the Support Organization for Miami Metrozoo. Vizcaya
Museum and Gardens or the Deering Estate at Cutler (if applicable).

Once it is determined that the proposed date of the event does not conflict with
already scheduled community or departmental events, all applications will be subject
to the following evaluative criteria:

Classification of the event and its compatibility to the proposed park site's
classification
 Appropriateness of event to Public Park Purpose
Performance history of Event and Event Organizer in both county and municipal
Park and Recreation Facilities, (if applicable)
Impact on park property and surrounding natural and cultural resources
Impact on traffic conditions
Availability of county support services, such as parks grounds maintenance
crews.
Audiovisual equipment rental, and the Event Organizer's ability to pay for these
services
Impact on adjacent land uses and neighborhoods
Duplication of existing county-permitted Special Events
Enhancement to tourism, economic development and quality of life
Ability to generate positive local, regional or national media exposure
Ability to generate revenues for the Department
Compliance with provisions of Article 6
Ability to secure required permits/approvals from regulatory agencies
Ability to cover all event expenses

Events taking place in parks located within or containing protected areas or areas of
environmental concern, such as wellfield protection areas, freshwater or coastal
wetlands, hammocks, tree islands, pinelands, shall be reviewed and approved by the
county's Department of Environmental Resource Management.

Recommended for Approval

The Selection Committee will forward its recommendation through the appropriate
Assistant Director to the Department Director for final approval. The Event Organizer
will be notified within 30 days of submission of its Special Events Application
Package whether the application has been approved for a Special Events Permit.

Recommended for Denial

If a Special Event is found to be incompatible with a proposed site's classification, a

more appropriate Park and Recreation Facility may be suggested to the Event
organizer.

The Selection Committee has full discretion to deny a Special Event Application
Package based upon the following factors:

Incompatible with Public Park Purpose.

Adverse impact on a park's and/or its surrounding infrastructure, natural and
cultural resources.
Adverse impacts on the traffic conditions and/or adjacent land uses and
neighborhoods.
History of poor performance in County and municipal Park and Recreation
 Facilities
Inability to secure required permit approvals.
Inability to cover all event expenses.
Inability or unwillingness to comply with insurance requirements.
No clear positive social or economic benefits to the Department and community.
Unnecessary replication of existing Special Events.

SECTION VI - PERMIT/AGREEMENT TYPES:

An Event shall not be eligible for a Special Events Permit if the following criteria are
achieved:

It is an annually recurring Event;

A significant amount of park acreage must be dedicated for Special Event use,
above and beyond the actual duration of the event; and/or
Capital investment in park infrastructure is required to support the event (i.e.
parking lot construction).

If these criteria are met, the Event shall be subject to the applicable bidding and
procurement procedures of the County for negotiation of a Lease Agreement and to
the applicable provisions of Article 6 of the Miami-Dade County Charter.

SECTION VII - SPECIAL EVENT PERMIT TERMS & CONDITIONS:

Terms

Special Event Permits will be issued to the Event Organizer and will cover the
subvendors and concessionaires associated with the Event. However, the
Department, at its discretion, has the ability to deny permitting to any or all
subvendors and concessionaires. All Special Events Permits are issued annually and
shall expire at the termination of the Event and may not carry forward to future
Events.

Conditions

Special Events Permits will be issued to only those Event Organizers which require
no capital investment in infrastructure to support the Event.

Damage Deposit

The Event Organizer will be responsible for remitting a damage deposit that will be
held by the Park and Recreation Department until the conclusion of an inspection of
the condition of the Park and Recreation Facility where the Special Event was held.
This deposit shall be required one day prior to the Event.
 Class "A" Event $5,000.00
Class "B" Event $3,000.00
Class "C" Event $1,500.00

This deposit will be returned in full within 14 days after the Event to the Event
Organizer if no extraordinary damage to a Facility is determined. If damage is
detected, the full cost of repairs will be subtracted from the deposit amount. If the
damage exceeds the deposit amount, the Event Organizer will be billed for the
remaining costs associated with the repair of the damage.

Fee for County Services

The Event Organizer is required to fully reimburse to the Miami-Dade Parks and
Recreation Department for any and all costs borne by the Department. If any
department staff and/or equipment is required to assist to operate or provide
maintenance for an event, the Department shall be compensated for the full cost of
providing the support. Department staff shall estimate the cost of providing such
services, of which a minimum of 50 percent shall be required one day prior to the
Event. The remaining balance shall be billed to the Event Organizer and shall be due
within 30 days of receipt of invoice.

If the Event Organizer is cited for non-payment of fees for County services, this
action may be grounds for termination of the Event and may result in denial of future
Special Events Permits.

Park Improvement Surcharge

The Event Organizer will be responsible for remitting a per patron surcharge, the of
which shall be evaluated annually and approved by the Department Director, to be
reinvested in the Park and Recreation Facility hosting the Special Event to offset
higher than customary deterioration of the facility.

Waivers

Any and all waivers of fees or surcharges must be approved by a majority of the
Board of County Commissioners members present, and shall be granted only if the
Event Organizer can provide evidence that such fees and surcharges exact an undue
burden on Event guests.

SECTION VIII - REGULATORY AND PUBLIC SAFETY REQUIREMENTS:

Outside of the Park and Recreation Department, many other agencies, including
regulatory and public safety, require permits for the execution of a Special Event.
These agencies set their own requirements and fees. It is the responsibility of the
Event Organizer to obtain these permits and to fulfill the requirements of each.
 Governmental Services Administration - Risk Management Division

At a minimum, the following insurance must be obtained prior to the event. Each
permit must be submitted to the GSA Risk Management Division for review on a
case-by-case basis.

Public Liability Insurance with limits between $300,000 to $1 million coverage,

depending upon event activities. Policy must be endorsed to include Products
Liability if food is being served;
Automobile Liability Insurance in an amount not less than $300,000 combined
single limit covering all owned, non-owned and hired vehicles used in connection
with the event;
Liquor Liability Insurance (if wine and/or beer being served) with limits between
$300,000 to $1,000,000, depending upon event activities; and
Miami-Dade County must be named as an additional insured with respect to the
event.

Security/Police

The Miami-Dade Police Department or appropriate municipal jurisdiction reviews

each event on a case-by-case basis with no specific ratio of sworn personnel to
attendees. However, the following supervisor to police officer ratio will be adhered to:

When five to 10 police officers (a squad) are required for an off-regular-duty law
enforcement service activity, one police sergeant will be assigned.
When three or more squads are required, one police lieutenant will be assigned
in addition to the required sergeants.

The ratio of police officers, sergeants or lieutenants may be altered based on the
circumstances of the activity.

Portable Restrooms

One (1) portable restroom is required for every 200 people;

Five percent (5%) of the total amount of restrooms brought must be accessible
to persons with disabilities; and
In the case of only 200 in attendance, at least one (1) of the portable restrooms
must be accessible.

Solid Waste

All Class "A" events require a minimum 40-cubic-yard dumpster; or

All Class "B" or "C" events require a minimum 20-cubic-yard dumpster.
Requirements may increase based on anticipated attendance. The Park Manager
determines placement of all waste disposal containers and trash receptacles. All
waste receptacles must be maintained in a manner so as not to overflow.

Traffic Flow/Vehicle Parking

A minimum 10-person team with a supervisor is required for Class "A" events.
A minimum 5-person team with a supervisor is required for Class "B" or "C"
events.

Grounds and Facility Maintenance

For Class "A" events, a crew of no less than five (5) is required during and after
the event, which shall increase in proportion to anticipated attendance.
For Class "B" and "C" events, a crew of no less than three (3) is required during
and after the event.

Building Permits

The following facilities/structures will require permits from the Miami-Dade Building
Department or appropriate municipal jurisdiction, in accordance with local, state and
federal agencies:

Tents larger than 120 square feet

Mechanical amusement rides
Electrical hook-ups for mechanical amusement rides
Electrical and Plumbing hook-ups for electrical, potable and sanitary services
Accessibility for persons with disabilities in accordance with the Florida
Accessibility Code

The Event Organizer must submit site plans and architectural drawings to the
Building Department for review and permit approval at least 10 working days prior to
the date of the Event. Failure to comply may result in the revocation of the Special
Event Permit.

Zoning Permits

The Event Organizer also must submit its Special Events Application and any
applicable site plans and architectural drawings to the Miami-Dade County
Department of Planning and Zoning or appropriate municipal jurisdiction for review to
determine the issuance of a Zoning Use Permit. Written waivers of objections from
property owners may be required for certain circus and carnival events planned
within unincorporated Miami-Dade County (it is advisable that Event Organizers
contact the Zoning Plans Processing Section at (305) 375-2650 for detailed
information on this requirement). All of the above information must be submitted at
least 10 working days prior to the date of the Special Event. Failure to comply may
result in the revocation of the Special Event Permit.

Miami-Dade County Department of Environmental Resources Management

(DERM) Permits

The following cases will require review and permits from DERM:

Fuel storage and disbursement;

Compliance with Wellfield Protection Area restrictions;
Waste water disposal:
Recreation Vehicle (RV) waste water disposal;
Temporary installations in parks located in coastal areas; or
Aquatic events in tidal waters.

State of Florida

All food service concessions and restroom facilities must meet State of Florida
requirements. Temporary permits for food service concessions must be obtained
prior to the Event. For an Event no more than two days in length, the permit must be
obtained from the State Department of Health. For Events lasting more than two
days, permits must be obtained from the State Department of Business and
Professional Regulation. The sale/service of alcohol is restricted to only wine and/or
beer. The Park and Recreation Department will determine the appropriateness of
alcohol service for the event. If wine and/or beer is being served, a temporary
Alcoholic Beverage Permit must be issued by the State of Florida, Division of Alcohol,
Tobacco and Firearms. Only not-for-profit civic organizations can be issued these
temporary permits.

Fire/Rescue

A minimum of two (2) fire and life safety inspections are required by Miami-Dade
Fire/Rescue or the appropriate municipal jurisdiction prior to the Event date. A fire
and life safety inspection is required once the Special Event is underway.
Fire/Rescue will review applications on a case-by-case basis to determine the
number of staff required for patron rescue/response.

SECTION IX - PERFORMANCE EVALUATION:

Within 14 days following the closing of a Special Event, the Park Manager of the site
in which the event was hosted shall file a Performance Evaluation with the Special
Events Coordinator. This Performance Evaluation will contribute to future evaluations
of applications filed by the respective event organizer. Criteria for evaluation
minimally will include:

Adherence to all rules and regulations associated with this AO and the
Miami-Dade County Code;
Adherence to the information provided in the event organizer's application;
Impact on the park property and surrounding land uses;
Sensitivity to park's cultural, environmental and historic resources;
Enhancement to tourism, economic development and quality of life; and
Cooperation with department staff.

If the evaluation is unfavorable, the Event Organizer will be notified in writing by the
department of the factors contributing to an unfavorable rating and the possibility of
future application denial. The Event Organizer shall be given the opportunity to
respond to an unfavorable evaluation. Any disputes occurring between the Event
Organizer and the Park Manager regarding the evaluation shall be resolved by the
Miami-Dade Park and Recreation Department Director, whose decision shall be final.

This AO is hereby submitted to the Board of County Commissioners of Miami-Dade

County Florida.

M. R. Stierheim
County Manager