2012-27922 Reso RESOLUTION NO. 2012-27922
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA,CONSENTING TO A SUBCONCESSIONAIRE AGREEMENT OF THE
ICE CREAM VENDING COMPONENT ONLY OF THE CONCESSION AGREEMENT
BETWEEN BETTOLI TRADING CORP., AND THE CITY, TO ADVANCE ICE CREAM
VENDING CO.
WHEREAS, on October 19, 2011, the Mayor and the City Commission adopted Resolution No. 2011-
27776, accepting the recommendation of the City Manager pertaining to the ranking of proposals pursuant to
Request for Proposals (RFP) No. 44-10/11, for the operation of snack vending machine concessions at various
City-owned properties and facilities; authorizing the administration to enter into negotiations with the top-ranked
proposer, Bettoli Trading Corp; and further authorizing the Mayor and City Clerk to execute an agreement upon
conclusion of successful negotiations by the Administration; and
WHEREAS,the Mayor and City Clerk executed a Concession Agreement for Operation of Snack Machines
between the City and Bettoli Trading Corp. (the "Concessionaire") dated May 3, 2012 (the "Concession
Agreement"); and
WHEREAS,the Concession Agreement is for an initial term of five(5)years,commencing May 1,2012 and
ending April 30, 2017, and may be extended for five(5)additional one(1)year terms, at the City's sole discretion;
and
WHEREAS,the Concession Agreement grants to Concessionaire the exclusive right to operate forty one
(41)snack vending machines, including eleven(11)ice cream vending machines,in specified locations throughout
the City; and
WHEREAS, due to the requirement for specialized equipment, including refrigerated warehouses,trucks
and vending machines,Concessionaire,as contemplated in its original proposal to the City, has determined that a
vending machine company which specializes in ice cream products will be better equipped to more effectively
service the ice cream vending machines throughout the City; and
WHEREAS,at this time, Concessionaire wishes to enter into a subconcessionaire agreement with Advance
Ice Cream Vending Co. for the ice cream component only of the Concession Agreement; and
WHEREAS, pursuant to Section 15 of the Concession Agreement (Assignment), transfer of all or any
portion of the Concession Agreement, requires prior written consent of the City Commission; and
WHEREAS, the Administration recommends allowing the Concessionaire to proceed in entering into a
subconcessionaire agreement as proposed, which will not affect, in any way, the revenue due to the City by the
Concessionaire; and
WHEREAS, all other terms and conditions of the Agreement will remain in full force and effect.
NOW,THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH,FLORIDA,that the Mayor and City Commission hereby consent to a subconcessionaire agreement
of the ice cream vending component only of the concession agreement between Bettoli Trading Corp.,and the City,
to Advance Ice Cream Vending Co.
iPA nd ADOPTED this 6th day of June, 2012.
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APPROVED AS TO
?.INC "? LANGUAGE
Rafael rani Cl CLERK 4MaHerrera Bower, ECUTION
Y jA� 412� ttoli Trading Corp. Subconcessionaire Agreement RESO(5-23-12).d C (1
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COMMISSION ITEM SUMMARY
Condensed Title:
Resolution Consenting to a Subconcessionaire Agreement of the Ice Cream Vending Component of the Concession
Agreement between Bettoli Trading Corp., and the City, to Advance Ice Cream Co.
Key Intended Outcome Supported:
Increase resident satisfaction with the level of services and facilities.
Supporting Data (Surveys, Environmental Scan, etc.):
Approximately 40% of retail businesses surveyed, rank Miami Beach as one of the best places to do business and 61%
of the same group would recommend Miami Beach as a place to do business.
Issue:
Should the City consent to authorizing the Concessionaire to enter into a subconcessionaire agreement?
Item Summa /Recommendation:
On May 3, 2012, the Mayor and City Clerk, pursuant to Resolution No. 2011-27776, executed a Concession Agreement
for Operation of Snack Machines between the City and Bettoli Trading Corp. (the "Concession Agreement"). The
Concession Agreement grants to Bettoli Trading Corp. (the "Concessionaire") the exclusive right to operate forty one
(41) snack vending machines, including eleven (11) ice cream vending machines, in specified locations throughout the
City. The Concession Agreement is for an initial term of five (5) years, commencing May 1, 2012 and ending April 30,
2017. Additionally, the City may extend the term of the Concession Agreement for five (5) additional one (1) year
terms, at the City's sole discretion.
Due to the requirement for specialized equipment, including refrigerated warehouses, trucks and vending machines,
Concessionaire, as contemplated in its original proposal to the City, has determined that a vending machine company
which specializes in ice cream products will be better equipped to more effectively service the ice cream vending
machines throughout the City. At this time, Concessionaire wishes to enter into a subconcessionaire agreement, which
is attached to the Commission Memorandum as "Attachment No. 1", with Advance Ice Cream Vending Co. for the ice
cream component only of the Concession Agreement. Pursuant to Section 15 of the Concession Agreement
(Assignment), transfer of all or any portion of the Concession Agreement, requires prior written consent of the City
Commission.
The Administration recommends allowing the Concessionaire to proceed in entering into a subconcessionaire
agreement as proposed, which will not affect, in any way, the revenue due to the City by Bettoli. All other terms and
conditions of the Concession Agreement will remain in full force and effect.
Advisory Board Recommendation:
N/A
Financial Information:
Source of Amount Account
Funds: N/A 1
Financial Impact Summary: N/A
City Clerk's Office Legislative Tracking:
Anna Parekh, Ext 7260
Sign-Offs:
Department Director As i t Ma er City Manager
AP HF G
T.IAGENDA1201216-6-1218ettoli Trading Corp. Subcon essionaire Agreement SUMMARY( 23-12).doc
TZE�7 /0 1AGENDA! V ti U B � C H [ITEM /?
2
DATE 6
/\AIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfi.gov
COMMISSION MEMORANDUM
TO: Mayor Matti H. Bower and Members of the City Commission
FROM: Jorge M. Gonzalez, City Manager
DATE: June 6, 2012
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, CONSENTING TO A SUBCONCESSIONAIRE AGREEMENT OF
THE ICE CREAM VENDING COMPONENT ONLY OF THE CONCESSION
AGREEMENT BETWEEN BETTOLI TRADING CORP., AND THE CITY, TO ADVANCE
ICE CREAM VENDING CO.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
KEY INTENDED OUTCOMES SUPPORTED
Increase resident satisfaction with level of services and facilities.
BACKGROUND
On October 19, 2011, the Mayor and the City Commission adopted Resolution No. 2011-27776, accepting
the recommendation of the City Manager pertaining to the ranking of proposals pursuant to Request for
Proposals (RFP) No. 44-10/11, for the operation of snack vending machine concessions at various City-
owned properties and facilities; authorizing the administration to enter into negotiations with the top-ranked
proposer, Bettoli Trading Corp; and further authorizing the Mayor and City Clerk to execute an agreement
upon conclusion of successful negotiations by the Administration.
The Mayor and City Clerk executed a Concession Agreement for Operation of Snack Machines between
the City and Bettoli Trading Corp. on May 3, 2012 (the "Concession Agreement"). The Concession
Agreement grants to Bettoli Trading Corp. (the "Concessionaire") the exclusive right to operate a total of
forty one (41) vending machines, including twenty eight (28) snack machines, eleven (11) ice cream
machines and two (2) combo machines, in specified locations throughout the City. The Concessionaire is
required to pay to the City an amount equal to twenty percent(20%) of the annual Gross Metered Receipts,
with an annual Minimum Guarantee of$12,000 for this volume of machines. The Concession Agreement is
for an initial term of five (5) years, commencing May 1, 2012 and ending April 30, 2017. Additionally, the
City may extend the term of the Concession Agreement for five (5) additional one (1) year terms, at the
City's sole discretion.
ANALYSIS
Due to the requirement for specialized equipment, including refrigerated warehouses, trucks and vending
machines, the Concessionaire, as contemplated in its original proposal to the City, has subsequently
determined that a vending machine company which specializes in ice cream products will be better
Commission Memo Subconcessionaire Agreement
June 6, 2012
Page 2 of 2
equipped to more effectively service the ice cream vending machines throughout the City, as contemplated
in the Concession Agreement. At this time, the Concessionaire wishes to enter into a subconcessionaire
agreement with Advance Ice Cream Vending Co. for the ice cream component only of the Concession
Agreement. Pursuant to Section 15 of the Concession Agreement (Assignment), the transfer of all or any
portion of the Concessionaire's obligations pursuant to the Concession Agreement, requires prior written
consent of the City Commission.
The proposed subconcessionaire agreement, which is attached hereto as Attachment No. 1, will not affect,
in any way, the percentage of Gross Metered Receipts due to the City from the Concessionaire, including
the $12,000 Minimum Guarantee, as this Minimum Guarantee incorporated the ice cream machines to be
provided and serviced by the subconcessionaire in its calculations. All other terms and conditions of the
Concession Agreement will remain in full force and effect.
CONCLUSION
The Administration recommends that the Mayor and City Commission adopt the Resolution consenting to
the Concessionaire's request to enter into a subconcessionaire agreement with Advance Ice Cream
Vending Co. for purposes of providing the ice cream vending services required under the Concession
Agreement.
JMG\HMF\AP\MM
Attachment
T:IAGENDA1201216-6-120ettoli Trading Corp. Subconcessionaire Agreement MEMO(5-23-12).doc
Subconcessionaire Agreement
This Subconcessionaire Agreement(this "Contract") is made effective as of 2012 by and between
Bettoli Trading Corp. of 6095 NW 167`h street Ste D4 Miami, FL. 33015, and Advance Ice Cream Vending Co. of 2672 W
60'h street, Hialeah, FL. 33016. In this Contract, the party who is contracting to receive services will be referred to as
"Bettoli,"and the party who will be providing the services will be referred to as"Advance."
1. DESCRIPTION OF SERVICES. Beginning on , 2012, Advance will provide to Bettoli
the services (collectively The Scope of Services) described in the "CONCESSION AGREEMENT BY AND
BETWEE CITY OF MIAMI BEACH, FLORIDA AND BETTOLI TRADING CORP. FOR OPERATION OF
SNACK MACHINE CONCESSIONS AT VARIOUS LOCATIONS ON CITY OF MIAMI BEACH PROPERTIES
PURSUANT TO REQUEST FOR PROPOSALS 444-10/11" dated May 3`d 2012, (hereinafter called "The
Concessions Agreement") attached as "Exhibit 1", as they apply to the Ice Cream Vending Machines and ONLY
to the Ice Cream Vending Machines.
Bettoli will remain the contact to the city for all parts of the contract as well as all financial responsibilities and
reports.All communications to the city should be channeled thru Bettoli.
2. COMPLETION DATE. All "Scope of Services" shall be perform until the "Operation of Snack Machine
Concessions at various city locations on city of Miami Beach Properties" agreement is terminated or on April 30`h
2017.
3. PAYMENT FOR SERVICES. In exchange for the Services Advance will pay Bettoli 25%of all sales receive by
the Ice Cream Vending Machines + Sales Tax. Advance will accept all financial responsibility for any work
performed by Advance that is not covered in this agreement or that is not approved by Bettoli. Bettoli will continue
to be responsible for the payments to the city at the rates and guarantees specified on the Exhibit 1 The Concessions
Agreement
All Payments must be accompanied by the detailed sales data from the machines.
4. TERM. This Contract will terminate automatically upon the city of Miami Beach terminating the Operation of
Snack Machine Concessions at various city locations on city of Miami Beach Properties"agreement.
5. RELATIONSHIP OF PARTIES. It is understood by the parties that Advance is an independent contractor with
respect to Bettoli, and not an employee of Bettoli. Bettoli will not provide fringe benefits, including liability,
workman's compensation, health insurance benefits, paid vacation,or any other employee benefit, for the benefit of
Advance.
6. CONFIDENTIALITY. Advance, and its employees, agents, or representatives will not at any time or in any
manner, either directly or indirectly, use for the personal benefit of Advance, or divulge, disclose,or communicate
in any manner, any information that is proprietary to Bettoli. Advance and its employees, agents, and
representatives will protect such information and treat it as strictly confidential. This provision will continue to be
effective after the termination of this Contract.
Upon termination of this Contract, Advance will return to Bettoli all records, notes, documentation and other items
that were used,created,or controlled by Advance during the term of this Contract.
7. INDEMNIFICATION. Advance agrees to indemnify and hold Bettoli harmless from all claims, losses,expenses,
fees including attorney fees, costs, and judgments that may be asserted against Bettoli that result from the acts or
omissions of Advance and/or Advance's employees,agents,or representatives.
Advance will provide the city of Miami Beach and Bettoli Vending Certificates of insurance as require by the city of
Miami Beach on The Concessions Agreement
8. WARRANTY. Advance shall provide its services and meet its obligations under this Contract in a timely and
workmanlike manner, using knowledge and recommendations for performing the services which meet generally
acceptable standards in Advance's community and region, and will provide a standard of care equal to, or superior
to,care used by service providers similar to advance on similar projects.
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ATTACHMENT No.1
9. CONDUCT AND APPEARANCE. Advance, and all its employees, agents, or representatives shall conduct
themselves in a professional manner at all times while Bettoli Vending. Appearances by Advance's workers shall
meet the guidelines set forth by Bettoli. (i.e. No T-shirts with offensive language or symbols, No wearing of any
garments or hat that bears the name or trademark of any company that might be in competition with Bettoli).
10. INJURIES. Advance acknowledges Advance's obligation to obtain appropriate insurance coverage that meets or
exceeds the limits require by the city of Miami Beach for the benefit of Advance(and Advance's employees,if any).
Advance waives any rights to recovery from Bettoli for any injuries that Advance (and/or Advance's employees)
may sustain while performing services under this Agreement and that are a result of the negligence of Advance or
Advance's employees.
11. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults
by failing to substantially perform any provision,term or condition of this Contract(including without limitation the
failure to make a monetary payment when due), the other party may terminate the Contract by providing written
notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party
receiving such notice shall have 5 working days from the effective date of such notice to cure the default(s). Unless
waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the
automatic termination of this Contract.
12. ENTIRE AGREEMENT. This Contract includes all clauses that pertain to ice cream vending machines contained
within the "Operation of Snack Machine Concessions at various city locations on city of Miami Beach Properties"
agreement.
13. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason,the
remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is
invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such
provision will be deemed to be written,construed,and enforced as so limited.
14. AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party
obligated under the amendment.
15. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Florida.
16. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if
delivered in person or by certified mail, return receipt requested,to the address set forth in the opening paragraph or
to such other address as one party may have furnished to the other in writing.
17. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-
assigning party and the city of Miami Beach Commission.
18. CANCELATION. Bettoli may cancel this agreement by providing a 30 days cancelation letter to Advance via
Certified Mail.
19. CITY APPROVAL.This contract is subject to be approved by the city of Miami Beach.
Bettoli
By: Date:
Maurizio Bettoli / Director
Advance
By: Date:
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