Management and Operation Agreement with Florida Fresh Market Enterprises, Inc. 202.1 ct-c)
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DocuSign Envelope ID:.F4639C3D-038A-32CD-BAE1=EBD751 D2BC7B
Contract no. 2021-151-ND
Management and Operation Agreement
Between the City of Miami Beach, Florida
And
Florida Fresh Market Enterprises, Inc.
For
Management and Operation Agreement of
ArtisanaI,,Markets
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INDEX
SECTION TITLE PAGE
• 1 TERM 5 '
2. CONCESSION AREA 5
2.1 Washington Avenue.to Drexel Avenue 5
2.2 Drexel Avenue to Pennsylvania Avenue 5
2.3 • Pennsylvania Avenue to Euclid Avenue 5
2.4 Euclid Avenue to Meridian Avenue 6
USE(S) 6
3.1.1 Facilities Design 7
3.1.2 Placement of Facilities 7
3.1.2.1 Compliance with American.with Disabilities Act(ADA) 7
3.1.3 Set Up 8
3.1.4 Public Right-of-Way 8
' 3.1.5 Interaction and Coordination with Other Operations and Events 8
• 3.1.6 Conflict Resolution 9
3.2 Permitted Concession Operations/Uses 11
3.2.1 Cut Flowers and Plants 11
i 3,2.2 Fruits,Vegetables,Other Edible Products 11
3.3 Intentionally Omitted 11
3.4 Intentionally Omitted 11
3.5 Intentionally.Omitted 11
3:6 Off-Duty Police/Field Monitor 12
3.6.1 Off-Duty Police 12
3.6.2 • Field Monitor 12
3.7 Vendor Selection/First Priority to Miami Beach Merchants 12
3.8 Removal of Concession Facilities 13
3.9 Hurricane.Evacuation.Plan 13
3.10 City Occupational Licenses 13
4, CONCESSION FEES 14
4.1 Security Deposit • 14
4.2 Percentage of Gross(vs.)MG(PG) 14
4.3 Minimum Guarantee(MG) 14
4.4 Cost for Use of Electricity 15
4.5 Interest for Late Payment .15
4.6 Sales and Use Tax 15
4.7 Pass through Receipts • 15
5. MAINTENANCE AND EXAMINATION OF RECORDS 15
6. INSPECTION AND AUDIT 16
7. TAXES,ASSESSMENTS,AND UTILITIES 17
7.1'.1 Electricity 17
7.2 Procedure if Ad Valorem Taxes Assessed 17
8. EMPLOYEES AND INDEPENDENT CONTRACTORS 17
9. SCHEDULE OF OPERATION • 18
9.1 Day(s)of Operation 18
9.2 Operating Hours 18
10. MAINTENANCE 18
10.2 Garbage Receptacles 19
10.3 Pressure Cleaning 19
10.4 Facilities 19
10.5 Orderly Operation 19
10.6 No Dangerous Materials 19
10.7 Security 20
10.8 Vehicles on Public Right-of-Way 20
10.9 Inspection 21.
11. INSURANCE 21
12. INDEMNITY • 22
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12.4 Subrogation 23
12.5 Force Majeure 23
12.6 Labor Dispute - 23
12.7 Waiver of Loss from Hazards 23
13 DEFAULT AND TERMINATION 23
. . 13.1 Bankruptcy ' 24 -
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13.2 Default in Payment 24
1:3.3 Non-Monetary.Default 24
13.4 . City's Remedies for Concessionaire's Default 24
13.6 Termination for Convenience/Partial Termination 25
13.7 Surrender of Concession Area - 26
14. PERFORMANCE BOND OR ALTERNATE SECURITY 27
15. ASSIGNMENT 27
16. SPECIAL EVENTS 27
16.2 City Special Events 28
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16.4 Street Vendors I Street Performers 28
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17. NO IMPROPER USE 29
18. PRICE SCHEDULES 29
19. NOTICES . 30
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20.1 Compliance 30
20.2 Governing Law 30
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1 20.3 Equal,Employment Opportunity 30
20.4. No Discrimination 31
21. MISCELLANEOUS
• . 31
21.1 No Partnership 31
21.2 • Modifications 31
21.3 Complete Agreement 31
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21,4 Headings 31
21.5 Binding Effect 31
21.6 Clauses 32
21.7 Severability 32
21.8 • Right of Entry 32
21.9 .Not a Lease 32
21.10 Signage 32
21.11 Use of the Right-of-Way 32
21.12. Conflict of Interest - 33
21.13 Reasonableness 33
21.14 Procedure for Approvals and/or Consents 33
21.15 -No Waiver 33
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21.16 No Third Party Beneficiary - 33
21.17 Attorneys'Fees 33
22. LIMITATION OF LIABILITY ' . •33.
23. VENUE 34
24. CONCESSIONAIRE'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS.LAW 34
25. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD
SERVICE ARTICLES: 35
EXHIBITS
Exhibit 2.0 . 36
Exhibit 3.1 40
Exhibit 3.1.1 42
Exhibit 3,1.2.1 43
-Exhibit 3.2.1 45
Exhibit A 46
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CONCESSION AGREEMENT BETWEEN
CITY OF MIAMI BEACH, FLORIDA AND
FLORIDA FRESH MARKET ENTERPRISES, INC.
FOR MANAGEMENT AND OPERATION OF ARTISANAL MARKETS
PURSUANT TO REQUEST FOR PROPOSALS NO. 2021-151-ND
ED This AGREEMENT made on 5/25/2022 I iz, between the CITY OF MIAMI BEACH, a
municipal corporation of the State of Florida (hereinafter called "City"), having its
principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and
FLORIDA FRESH MARKET ENTERPRISES, INC. a corporation established pursuant
to the laws of the State of Florida,,with offices at 16471 SW 18 Street, Miramar, Florida
33027(hereinafter called "Concessionaire").
WITNESSETH
WHEREAS, on October 13, 2021, the Mayor and City Commission adopted Resolution
No. 2021-31890, accepting the recommendation of the City Manager pertaining to the
ranking of proposals, pursuant to Request for Proposals ("RFP") No. 2021-151-ND., for
the management and operation of artisanal markets; and
WHEREAS, the Evaluation Committee ranked Concessionaire as the top proposer and
the City Manager recommended Concessionaire as the successful proposer for the
operations and management of artisanal markets; and
WHEREAS, the Administration has successfully negotiated the foregoing Concession
Agreement with Concessionaire, for the operation and management of artisanal
markets.
NOW THEREFORE, in consideration of the premises and the mutual covenants and
conditions herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, it is agreed by the parties
hereto as follows:
The City hereby grants to the Concessionaire, and the Concessionaire hereby accepts
from the City, the exclusive right to operate the artisanal market(s), as defined herein, in
conformance with the purposes and for the period stated herein, and subject to all the
terms and conditions herein contained and fairly implied by the terms hereinafter set
forth.
SECTION 1. TERM.
1.1 The term of this Agreement shall commence upon execution of this
Agreement by the City and Concessionaire, which shall be the Effective
Date .and be in effect for (2) years ("Initial Term"). Provided that the
Concessionaire is not in default under Section 13 hereof, and at the City's
sole discretion, commencing upon written notice from Concessionaire to
the City, which notice shall be given no later than 90 days prior to the
expiration of the initial term of the Agreement. The City may extend the
term of this Agreement for an additional three (3), one (1) year renewal
periods, ("Renewal Term").
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SECTION 2. CONCESSION AREA AND CONCESSION SERVICE_ZONE.
2.1 The City hereby grants to the Concessionaire the non-exclusive right,
during the term of this Agreement, to operate a concession for artisanal
markets, as described herein, in the following Concession Service Zone(s)
and, specifically, upon the following Concession Areas (herein after such.
areas shall be referred to individually as a Concession Area):
2.2 Concession Service Zone(s)
A. Lummus Park
The Concession Service Zone shall be defined as the on-grade,
pedestrian, serpentine pathway in the northeastern most portion of
Lummus Park and west of the coral rock wall. Upon the mutual consent of
the City Manager or his/her designee and the Concessionaire, additional
Concession Service Zone(s) may be added per the terms of this
Agreement.
2.2.1 Additional Facilities. Notwithstanding any provisions to the contrary
herein, and subject further to approval by the City, which approval shall be
at the City Manager's sole and absolute discretion, the City shall be solely
responsible for determining the need (if at all) for installation of additional
Facilities on the Concession. Service Zone based on usage and
operational load. In the event that the City determines, and
Concessionaire agrees, that there is a need for installation of additional
Facilities on the Concession Service Zone, the City, in its sole discretion,
shall determine the additional Concession Area (or Areas) for such
Facilities (and Exhibit 2.0 hereto shall be amended accordingly to identify
any such additional Concession Area(s).
2.3 Concession Area(s)
The. Concession Area, which will be incorporated herein and attached
hereto as Exhibit 2.0, shall be defined as designated by the City Manager
or Contract Manager(as defined herein), in his or her sole discretion, to be
used exclusively for the Market(s). Any change in the location of the
Concession Area(s) or inclusion of additional Concession Area(s) shall be
subject to the prior written approval of the City Manager or his/her
designee, in the City Manager's sole and absolute discretion.
2.4 Notwithstanding the use .of the Concession Area(s) granted to
Concessionaire above, Concessionaire herein understands, agrees, and
acknowledges that the Concession Area, along with any and all other
public right-of-way area(s) not specifically identified herein,.are public and,
as such, must remain available for the use and enjoyment of the general
public whether or not the public chooses to purchase any of
Concessionaire's goods, or otherwise partake of any of the services it
provides. In the event that a member of the public is within a particular
area of the Concession Area, Concessionaire agrees to allow for his/her
continued peaceful enjoyment of said area.
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2.5 Any amendments to any and all Exhibits to the Agreement must be
approved, in writing by the City Manager or his/her designee and, prior to
implementation of same, an updated exhibit shall be incorporated herein.
As reference in this Agreement, the:City Manager's designee shall be the
Director of Tourism and Culture("Contract Manager").
SECTION 3. USE(S).
The Concessionaire is hereby authorized to conduct the following kind(s) of
business(es) within the Concession Area, as provided below, all at its sole cost and
expense:
3.1 Concessionaire shall operate and manage artisanal markets, commonly
known and referred to herein as the "Artisanal Market(s)" (the Market),
which shall provide a venue for vendors to sell and/or provide the
following:.
a) Original/Handcrafted:
• Jewelry, glasswork, art, crafts, letterpress cards,
candles
b) Locally Sourced Produce and Artisanal Foods:
• jams, coffee, breads, cheese, mustard,
cured meats, oils marinades, honey, herbs, nuts,
fruits & vegetables and derivatives (e.g.,
guacamole, salsas, coconut water, fresh
fruit/vegetable juices, freshly squeezed lemonade,
etc.), teas, spices, and freshbaked goods
• Specialty artisan ice cream and handcrafted gelato,
ceviche, fresh seafood, stone crabs, Mediterranean
spreads, hummus, baked empanadas, acai bowls,
vegan foods, and bowls, etc.
c) Apothecaries and locally produced beauty products:
• soap, balms, lotions, scrubs
d) Holistic Wellness:
• Supplements, Fitness Consulting, Nutritionist,
Crystals and Gemstones
e) Horticulturists and Floral Arrangements:
• Cut flowers, orchids, plants, trees, topiaries, dry
succulent gardens, herbs
f) Home Goods and Textile:
• Furniture, sculptures, rugs, decor, metal, wood, pottery,
macrame, crocheted pieces, photography, paintings,
woven baskets, artisanal bags, and ceramics
g) Clothing (Men,Women, and Children):
• Vintage, designer, shoes, handbags, hats, belts,
accessories
h) Pet Accessories:
• Clothing, Organic Food, Treats, Grooming Services,
Adoption .
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i) Live entertainment (non-amplified) to be approved by the
Tourism and Culture Department
Concession Products.
The quality of goods and services offered by Concessionaire will be
first-rate and comparable to those available in open air markets in
other first-class resort and beach communities similar to Miami
Beach (or, at a minimum, to the quality and pricing of goods and
services provided by privately-owned businesses selling like goods
and services within.the City.
City Approval of Items. In the event that the City determines, at its
sole option and discretion, that any of the foregoing items for sale
are no longer permitted,then the City may revoke Concessionaire's
right to provide such item, upon thirty (30) days written notice to
Concessionaire. Any percentage of gross receipts (PG), as defined
in Subsection 4.2 herein, paid by Concessionaire with regard to a
discontinued use/item shall be prorated and/or adjusted
accordingly, as of the date of termination of said use/item.
This shall also generally include the rental of booths, tents, tables,signs or
space(s) (collectively the "Facilities"), in conformance with the attached
Concession Area (Exhibit 2.0). The City herein approves the rental of the
afore stated Facilities, and the prices for same, all as set forth in Exhibit
3.1, and.as provided in Section 18.
3.1.1 Facilities.
Operation of the Market(s) shall generally include the temporary
installation of booths, tents, tables, signs, or space(s) (collectively,
"Facilities"), in conformance with the Concession Area approved in.
Exhibit 2.0. Each continuous and unique facility shall not exceed a
maximum number of 60 tent spaces and/or tables, subject to the
approval of the City Manager or his/her designee. Concessionaire
further agrees that it will not alter or modify its Site Plan without the
prior written consent of the City Manager or his/her designee,
except as may be prudent in response to changing best practices
and conditions pertaining to the management of the COVID-19
pandemic.
3.1.2 Facilities Design.
The design, type, material, and color of any and all Facilities, as
defined above, shall be approved in writing by the Tourism and
Culture Department prior to the Effective Date of this Agreement. A
photo or photo(s) of City-approved Facilities is incorporated herein
as Exhibit 3.1.1. Thereafter, Concessionaire shall not change, alter,
or modify said City-approved design, type, material and color of any
Facilities without the prior written consent of the City Manager or
his designee, and, if so approved, an updated Exhibit 3.1.1 will be
made a part of and incorporated into this Agreement.
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3.1.2.1 The condition and quality of Concessionaire's
Facilities shall at all times be maintained in a manner that is
consistent with the condition and quality of similar facilities in first-
class open-air markets. It is the City's intent, and Concessionaire
hereby agrees and acknowledges, to develop and promote a world-
class open-air market similar to those found in other ,first-class
resort and beach communities comparable to the City of Miami
Beach. Accordingly, Concessionaire shall, at a minimum, ensure
that all Facilities placed within the Concession Area are
well maintained and in usable condition, but shall also adhere to
the high, ongoing maintenance standards for same, consistent with
the aforementioned conditions and standards of quality.
3.1.3 Placement of Facilities:
All respective Facilities within the Concession Area shall be placed
substantially in accordance with the attached Concession Area,
herein approved by the City and attached hereto and incorporated
as Exhibit- 2.0 herein unless adjusted per the terms of this
Agreement. The maximum allowable tents and spaces are subject
to change by City, at City's sole discretion. Except as allowed per
the terms of this Agreement, Concessionaire shall not deviate from
or alter the approved site plans without the prior written consent of
the City Manager or his designee.
3.1.3.1 Compliance with American with Disabilities Act (ADA)
and.any other applicable accessibility standards:
Concessionaire agrees and acknowledges that during all
periods when its Market is in operation, including set-up
and break-down periods, it shall comply with ADA
standards, Florida Accessibility Code standards, and any
other applicable accessibility standards required by law,
including the provisions of the City's "Special Events
Disability Access Punch List", attached hereto and
incorporated as.Exhibit 3.1.2.1 herein. Concessionaire's
compliance with the provisions set forth in the attached
Exhibit 3.1.2.1, includes, but shall not be limited to, any
and all responsibilities associated with "Event Producer"
as described therein.
3.1.3.2 The Concessionaire's responsibility to comply with the
aforementioned provisions in Subsection 3.:1.3.1 include,
but are not limited to, ensuring that there is an accessible
path of •travel from the 'handicap designated parking
spaces and public transportation stops within the
boundary of, areas associated with, and entrances to, the
Market. Concessionaire shall:
a) maintain accessible path(s) of travel that permit
the unobstructed access to the entryways of all
buildings, facilities, elements and spaces
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immediately surrounding, the Concession Service
Zone(s);
b) maintain an unobstructed accessible path of travel
on both the sidewalks immediately adjacent and/or
surrounding the Concession Service Zone(s); and
c) maintain an unobstructed accessible path(s) of
travel all walkways immediately adjacent and/or
surrounding the Concession Zones.
3.1.3.3 Notwithstanding the above, Concessionaire's
responsibility to comply with the requirements of this
Section 3.1.3.1 and Section 3.1.3.2 shall be limited to
those areas within the Concession Areas as provided in
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Section 2 herein.
3.1.4 Set Up:
The setup of Facilities to be placed within the Concession Areas,
substantially in accordance with the Concession Area(s) approved
pursuant to Exhibit 2.0 and, shall be in accordance with the days
and hours of operation in Section 9. Placement of vendor Facilities
shall be in accordance with and shall not exceed the maximum
number of 60 (10'x 10') tents and/or spaces.
3.1.5 Public Right-of-Way:
The City and Concessionaire agree and acknowledge that the
public's use of the public right-of way is a prime consideration and
must be balanced accordingly with Concessionaire's proposed
operations, as set forth herein. Accordingly, notwithstanding the site
plans and maximum numbers (as provided for in the set-up period)
set forth in Subsection 3.1.4, Concessionaire further agrees that,
notwithstanding its right to set up its maximum numbers, it will not
alter or modify its site plans without the prior written consent of the
City Manager or his/her designee except as provided for within the
terms of this Agreement.
Notwithstanding the preceding paragraph, City and Concessionaire
may, from time to time, meet to review and, subject to City's prior
written consent, revise the maximum numbers (as provided for in
the Set-Up period)set forth in Subsection 3.1.4.
3.1.6 Interaction and Coordination with Other Operations
and Events:
Concessionaire agrees and understands that there are other
businesses, establishments, operations and events which are
ongoing, or may occur from time to time within or in close proximity
to, the Concession Area. As such, Concessionaire agrees that it will
use its best efforts to cooperate and coordinate with said
businesses, establishments, operations and events when invited by
the City or organizing third party/parties to do so, so as to minimize
the impact to the respective parties.
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3.1.7 Removal of Facilities at City's Request.
Notwithstanding the approval of the installation of any Facilities,
within a designated.Concession Area, the City Manager, at the City
Manager's sole and absolute discretion, may request the removal of
any Facilities, when the City Manager, in the City Manager's sole
and absolute discretion, deems that the service of a particular
Facility is no longer required. Except in the case where exigent
circumstances exist, which in the City Manager's reasonable
discretion require a shorter response time, the City shall provide
Concessionaire with thirty (30) days written notice of such request
("Request for Removal"). Upon receipt of a Request for Removal,,
Concessionaire shall remove said Facility in conformance of the
terms set forth in Subsection 13.7. Any percentage of gross
receipts (PG), as defined in Subsection 4.2 herein, paid by
• Concessionaire with regard to a removed Facility per this clause
shall be prorated and/or adjusted accordingly, as of the date of
termination of said Facility.
3.1.8 Conflict Resolution:
Concessionaire recognizes and understands that conflicts with one
or more of the following entities, groups, and/or individuals may
arise during the term of this Agreement,or any extensions thereof:
• Conflicts between the Market (or other)
Merchants/Businesses,
neighborhood/community/business
associations and Concessionaire
• Conflicts between vendors and Concessionaire
• Conflicts between vendors and the General,Public
• Conflicts between General Public and Concessionaire
As such, Concessionaire further recognizes and understands that
notice of said conflicts may be directed to the attention of
Concessionaire or the City. In the event a notice of conflict is
communicated to the.City, the City will communicate same to the
Concessionaire, as soon as practicable.
Whenever a conflict arises, upon Concessionaire's receipt of notice
of same, whether written or verbal, between any of the aforestated
entities, groups, or individuals, with any of Concessionaire's
operations, resolution to said conflicts will be addressed in the
following manner:
1. Concessionaire shall document no less than three (3)
attempts to meet with the conflicted party and endeavor,
using its best efforts and good faith, to resolve the conflict to
the satisfaction of all parties concerned within fourteen (14:)
calendar days from receipt of notice.
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2. In the event the conflict cannot be resolved as stated in
Number 1 above; then the Concessionaire shall provide
written notice to the conflicted party, (with copy to the City
Manager's designee)with a date on which to meet with the
City Managers designee, to address the conflict. At that
time, the City Manager's designee will recommend a
resolution. The City Manager's designee shall endeavor to
set a meeting date within fourteen (14) calendar days of
receipt of a copy of the written notice to the conflicted party.
For purposes of this Section, the City Manager's designee
• shall be the Asset Manager of the City.
3. In the event the resolution recommended by the City
Managers designee is not acceptable to the Concessionaire
or the conflicted party, the City Manager's designee,shall
inform the City Manager, and provide him with the pertinent
details of the conflict. The City Manager may make a
determination as to whether he concurs with the designee's
• recommendation; offer an alternate resolution;. or choose to
meet with Concessionaire and the conflicted party to get
additional information prior to making a final determination.
Notwithstanding the foregoing, the City Managers final
determination will 'be in accordance with the full terms of this
Agreement and, will be binding upon Concessionaire, and
Concessionaire shall'agree to be bound by same.
Concessionaire agrees and understands that the above referenced
conflict resolution language is not applicable to any conflicts that
may arise between the City and the Concessionaire pursuant to this
Agreement, or conflicts outside of the City's purview, control or
jurisdiction.
3.1.9 Quality of goods and services offered will be first-rate and
comparable to those available in artisanal markets in other world
class areas on par with the City of Miami Beach or, at a minimum,
to the quality and pricing of goods and services provided by
• privately owned businesses selling like goods and services within
the City of Miami Beach.
3.1.10 In addition to Concessionaire's general maintenance obligations for
the Concession Area, as set forth in Section 10 hereof, all portions
of the Concession Area shall at all times be maintained in a clean
and sanitary manner.
3.1.11 The concession operations shall be offered to patrons at.all times
during the days and hours of operation set forth in Section 9 herein.
However, if the City, at its reasonable and sole discretion, deems
that there is a decrease in demand for the concession operations,
or if the Concessionaire provides the City with written notice that it
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is desirous of reducing its hours of operation, (i) the City shall
provide Concessionaire with a minimum of two (2) weeks prior
written notice, requesting the specific decrease in Concessionaire's
operation, or (ii) Concessionaire shall provide the City with, at
minimum, two weeks prior written notice, requesting to reduce said
'hours, for the City's written approval (which. shall ,not be
unreasonably withheld) prior to implementing said schedule of
reduced hours of operation.Said notice to the City shall include the
newly proposed schedule of operation. In the event the City
requests that Concessionaire decrease its operations pursuant to
this. Subsection, then the partial termination provisions of-
Subsection 13.6.3 shall apply.
Similarly, if Concessionaire is desirous of increasing its hours of
operation in the Concession Area then, in that event, the
Concessionaire shall obtain.the City's prior written consent.
Concessionaire agrees and acknowledges that any Concessionaire
requested reduction in the scheduled hours of operation as may be
provided 'herein shall not in any way reduce Concessionaire's
financial responsibility to the City, as required in Section 4, except if
same is deemed by the City to be a partial termination pursuant to
Subsection 13.6.3.
3.1.12 In recognition of the fact that this Agreement provides for a PG
based upon the sales made by the Concessionaire in or from the
Concession Service 'Zone(s), Concessionaire covenants and
agrees(insofar as and to the extent that it is lawful so to agree) that
for the period commencing with the execution.of this Agreement
and continuing for the entire Agreement Term, none of
Concessionaire, any guarantor or principal of or partner in
Concessionaire, any of their affiliated, parent or subsidiary
companies, or any franchisor (or licensor) or any franchisee (or
licensee), will operate, either directly or indirectly, another
concession of any kind, nature or description (other than stores, or
concessions presently being operated by it) within the City of Miami
Beach, Florida, or elsewhere within a reasonable area of
the Concession, without the prior written consent of the City
Manager or her/his designee, Concessionaire acknowledging that
the Concession Service Zone(s) have a radius of one (1) mile,
except if the concession is in association with, partnership.with, or
service of a hospital or healthcare center, school or college, or
municipality or other governmental authority. In addition to any
other remedy otherwise available to the City for breach of this
covenant, it is specifically agreed that the City may at the City's
election require that any and all sales made in or from any such
other concessions be included in the computation of the
Percentage of Gross due hereunder.
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3.2 Permitted Concession Operations/ Uses.
• Concessionaire or its vendors shall provide market equipment to
include tents, signage, base weights, concrete barrels, signage, excess
boxes, and/or products in a weather-proof offsite portable storage
container for temporary placement in the concession area, only during
load-in/out'hours.
• Concessionaire is prohibited from selling, using providing food in, or
offering the use of expanded polystyrene food service articles. This
excludes expanded polystyrene food service articles used for packaged
food that has been filled and sealed prior to receipt by concessionaire.
• Concessionaire is prohibited from vending or offering plastic lids,
single use plastic beverage straws, single use plastic stirrers, except that
plastic lids, plastic beverage straws or plastic stirrers may be provided to
an individual with a disability or medical condition.
• Notwithstanding the foregoing, recyclable plastic bottles will be
permitted.
• The use of plastic bags (except forlarge plastic bags used for trash
collection and plastic bags used for 'the transportation of goods and
equipment) shall not be permitted. Instead, the concessionaire should use
paper or reusable bags (materials can vary, such as calico, cotton, hemp,.
jute and others).
• The sale of non-alcoholic beverages and coffee products. Which
must be in compliance with the City's exclusive beverage agreement(s).
3.2.1 in the event that the City Manager or his/her designee determines,
at his/her sole option and discretion, that all or a portion of
Concessionaire's proposed uses, pursuant to Subsection 3.1 and
as defined in Section 3.2, are no longer desired, then the City may'
revoke Concessionaire's right to provide all or a portion of said
uses, without cause, upon thirty (30) days written notice to
Concessionaire. Any percentage of gross paid by Concessionaire
(pursuant to Subsections 4.2 and 4.3) to City with regard to a
delete/discontinued use, shall' be prorated and/or adjusted
accordingly as of the date of termination of said use, and no further
payment shall be required for same during the term of this
Agreement, unless the City reinstates the use, at which time the
payment provisions of Subsections 4.2 and 4.3 shall once again
apply.
3.3 Intentionally Omitted.
3.4 Intentionally Omitted.
3.5 Intentionally Omitted.
3.6 Off:Duty Police/Field Monitor.
3.6.1 Off-Duty Police:
Concessionaire agrees to provide off-duty police services ("Policing'
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Services"), as required pursuant to City policy or applicable law, at
such time or as may be required in special circumstances as they
may arise. Upon contract execution, Concessionaire is required to
provide one off-duty police officer during all market operational
hours. Should the City, in its reasonable and sole discretion,
hereinafter deem that a modification to the Policing Services is
warranted, the City shall provide notice to Concessionaire, who
shall immediately thereafter implement said modification to the
Policing Services.
3.6.2 Field Monitor:
Monitoring Fed. Concessionaire agrees to pay a monitoring fee, in
the amount of$40.00 per market day operated in the Concession
Area in order to defray the monitoring costs of the City related to
the Concessionaire's operation of the Artisanal Market(s). This
monitoring fee shall be paid along with the PG payment due
pursuant to Subsection 4.2 herein. The City, through its designated
staff, will monitor the Concession Area in the frequency deemed
appropriate by the City, in its.sole discretion.
In the event that the City, at its sole discretion, chooses to extend
the term of this Agreement for the additional three (3), one (1) year
Renewal Term, the monitoring fee during the Renewal Term shall
be automatically increased, by five percent (5%) from the.,Initial
Term's monitoring fee.
3.6.3 Concessionaire .supervisory/management employee
shall be on duty and on-site within the Concession
Area, or available via telephone, at all times during
which the Market is operating, including but not limited
to Set-Up and Move-Out periods, as defined in
Subsection 9.2 herein.
3.7 Vendor Selection /First Priority to Miami Beach.Merchants.
3.7.1 For the purpose of MG and PG payments for the first Agreement
year, the Effective Date will coincide with the first instance of the
artisanal market or within 75 days of execution of the agreement by
both parties, whichever is the first to occur. Concessionaire shall for
a period of thirty (30) days from the execution of this Agreement,
offer Miami Beach licensed merchants the opportunity to participate
(a booth space in the Market) as vendors before opening its search.
to the general public or other networks. Concessionaire shall then
• open its search to the general public or other networks for a period
and facilitate the first instance of the artisanal market not more than
forty-five (45) days after the completion of the thirty (30) day Miami
Beach licensed merchant recruitment period. The Concessionaire
will establish this "pool" and will also serve as the clearinghouse for
booth availability and vendor applicants. The Concessionaire shall
commit to use this clearinghouse during the initial availability of
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booth space before expanding its search to other networks.
The Concessionaire will use best efforts to recruit Miami Beach
licensed merchants and that announcements regarding booth
availability are disseminated throughout the City of Miami Beach,
as quickly as possible so as to take optimum advantage of the thirty
(30) day availability period, including but not limited to, advertising
in a local newspaper, placing information on the Market or other
websites, or other similar efforts.
The Concessionaire will make itself reasonably available to answer
any questions potential applicants may have about the Market.
3.7.2 Notwithstanding the foregoing, and for purposes of this Section 3.7,
in the event that the number of responsive Miami Beach licensed
merchants desirous of participating in the Market would cause
Concessionaire to displace any vendors who have been and are
currently and actively participating in the Market as of the date of
execution of this Agreement, and such displacement is directly due
to lack of available space within the Concession Area, then in such
event. Concessionaire and the City agree to meet and discuss, in
good faith, and make reasonable efforts to resolve this matter. It is
understood by the parties herein, that the intent of this Section 3.7
is not to displace vendors who are currently and actively
participating in the Market but to provide opportunities for those
:Miami Beach licensed merchants who desire to participate in the
Market.
3.7.3 The Concessionaire will keep and make available to the City for
inspection, upon notice by the City, carefully detailed records,
including the name, address, telephone numbers, qualifications,
experience, and the proposed goods and services to be offered for
sale by its vendors, and will pay particular attention to matching
vendors and booths with appropriate locations.
3.8 Removal of Concession.Facilities.
Concessionaire agrees that all its Facilities or other items used in the
concession operations will be removed from the public right-of-
way/Concession Area and said removal shall be done on a daily basis, in
compliance with the time parameter(s)set forth in Subsection 9.2 herein.
3.9 Hurricane Evacuation Plan.
Concessionaire agrees that all its Facilities or other items used in the
concession operations will be removed from the public right-of-
way/Concession Area and said removal shall immediately begin no later
than upon the issuance of a Hurricane Warning by the Miami-Dade
County Office of Emergency Management, and stored at a private, off-site
location.
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3.10 City Occupational Licenses.
Concessionaire shall obtain, at its sole cost and expense, any
occupational licenses required by City law, as amended from time to time,
for its proposed operations, as contemplated in Section 3 of this
Agreement. For purposes of this Agreement, Concessionaire shall obtain
the applicable "Agents, Broker, Dealers..." category City occupational
license.
SECTION 4. CONCESSION FEES.
4.1 Security Deposit.
Upon execution of this Agreement Concessionaire shall furnish the City
with a Security Deposit, in the amount of Seven Thousand Five Hundred
and 00/100 ($7,500.00) 'Dollars. Said Security Deposit shall serve to
secure Concessionaire's performance in accordance with the provisions of
this Agreement. In the event the Concessionaire fails to perform in
accordance with said provisions, the City may retain said Security Deposit,
as well as pursue any and all other legal remedies provided herein, or as.
may be provided by applicable law. Within thirty (30) days following
termination of this.Agreement, if Concessionaire is not then in default, the
security deposit will be returned by the City to the Concessionaire.
The parties agree and acknowledge that the foregoing condition is
intended to be a condition subsequent to the City's approval of this
Agreement. Accordingly, in the event that Concessionaire does not satisfy
the aforestated condition within the time periods provided herein, then the
City Manager or his/her designee may immediately, without further
demand or notice,terminate this Agreement without being prejudiced as to
any remedies which may be available to him for breach of contract.
4.2 Percentaqe of Gross(vs.) MG (PG).
During the initial term; and any Renewal Term, of the Agreement,
Concessionaire shall pay the City, on a monthly basis, and within thirty
(30) calendar days from the end of each month during the term herein, an
amount no less than twenty-five (25%) percent of Concessionaire's gross
receipts("PG").
The term "gross receipts" is understood to mean all income, whether
collected or accrued, derived by the Concessionaire under the privileges
granted by this Agreement, excluding amounts of any Federal, State, or
City sales tax, or other tax, governmental imposition, assessment, charge
or expense of any kind, collected by the Concessionaire from customers
and required by law to be withheld or remitted to the taxing or other
governmental authority. Except as otherwise provided, with regard to a
special event under Subsection 16.1 hereof in which Concessionaire is not
permitted to continue operating, the pro-rata share due to the City for the
event days will be abated.
4.3 . Minimum Guarantee(MG).
Notwithstanding the PG payment required pursuant to Subsection 4.2, and
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in consideration of the City executing this Agreement and granting the
rights provided in this Agreement, Concessionaire shall pay to the City a
Minimum Guarantee Annual Concession Fee ("MG") of Eighty-Four
Thousand Three Hundred and 00/100 ($84,300.00) Dollars for the initial
term and shall be paid annually in accordance with Subsections 4.2 and
4.3, as applicable.
In the event that the annual PG is less than the MG, then the
Concessionaire shall also pay to the City; within thirty days from the end of
each fiscal year, during any Term hereunder, the difference between the
•
PG amount and the MG.
In the event that the City, at its sole discretion, chooses to extendthe term
of this Agreement for the additional three (3), one (1) year Renewal Term,
the Renewal Term MG shall be automatically increased, by five percent
(5%) from the previous term's MG, and shall be due and payable to the
City, in accordance with Subsections 4.2 and 4.3, as applicable.
4.4 Cost for Use of Electricity.
Concessionaire shall provide City with a list, updated every month during
the Term, of the vendors using or intending to use electricity to operate
their booths. Concessionaire shall also remit to the City, along with its
monthly payments required under Subsection 4.2, an amount equal to five
dollars ($5.00) per Market Day, plus applicable sales and use tax, unless
exempt, for each vendor location that,proposes to use electricity.
4.5 Interest.for Late Payment.
Any payment which Concessionaire is required to make to City which is
not paid on,or before the respective date provided for in this Agreement
shall be subject to interest at the rate of eighteen percent (18%) per
annum or the maximum rate allowed by Florida law, whichever is less,
from the due date of payment until such time as payment is actually
received by the City.
4.6 Sales and Use Tax.
It is also understood that, if applicable, the required Florida State Sales
and Use Tax shall be added to Concessionaire's payments and forwarded
to the City as part of said payments. It is the City's intent that it is to
receive all payments due from Concessionaire as net of such Florida State
Sales and Use Tax.
4.7 Pass-through Receipts
Concessionaire shall pay, on a quarterly basis, within fifteen (15,) days
from the end of each quarter, an amount no more than 25% of the
Concessionaire's gross receipts ("PG"), in connection with the Police
electricity and/or monitor fees (collectively referred to herein as "Pass-
through Receipts"), which Concessionaire collects from vendors to set off
the operational costs which Concessionaire pays the City pursuant to
Sections 3.6.1 "Off-Duty Police; Section 3:6.2 "Field Monitor: and Section
4.4 "Cost for Use of Electricity" a (collectively referred to herein as "Pass-
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through Costs") of the Artisanal Market(s) Agreement. When calculating
PG, the total Pass-through Receipts shall exclude the Pass-through Costs
which Concessionaire has paid to the City, so that Concessionaire shall
be allowed to reimburse itself for these Pass-through Costs before the
Pass-through Receipts are subject to the PG calculation. The cost of
insurance shall not be considered a Pass-through cost. Should
Concessionaire charge the vendors a fee for insurance, Concessionaire
shall pay the City PG, based upon 100% of insurance fee being charged
to vendors.
SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS.
Concessionaire shall maintain current, accurate, and complete financial records on an
accrual basis of accounting related to .its operations pursuant to this Agreement.
Systems and procedures used to maintain these records shall include a system of
internal controls and all accounting records shall be maintained in accordance with
generally accepted accounting principles and shall be open to inspection and audit, but
not photocopying, by the City Manager or his/her designee upon reasonable prior
request and during normal business hours. Such records and accounts shall include a
• breakdown of gross receipts, expenses, and profit and loss statements and such
records shall be maintained as would be required by an independent CPA in order to
audit a statement of annual .gross receipts and profit and loss statement pursuant to
generally accepted accounting principles.
A monthly report of gross receipts must be submitted to the City, through the Finance
Department's Revenue Manager, to be, received no later than thirty (30) days after the
close of each month.
SECTION 6: INSPECTION AND AUDIT.
Concessionaire shall maintain its financial records pertaining to its operations for a
period of three (3) years after the conclusion of the initial term, or (if approved) the
Renewal Term, and such records shall be open and available to the City Manager or
his/her designee, as deemed necessary by the City Manager or his/her designee.
Concessionaire shall maintain all such records at its principal office, currently located at
16471 SW 18 Street, Miramar, Florida 33027 or, if moved to another location, all such
records shall be relocated, at Concessionaire's expense, to a location within the City of
Miami Beach, within ten (10) days' written notice from the City that the City desires to
review said records.
The City Manager or his/her designee shall be entitled to audit Concessionaire's records
pertaining to this Agreement as often as it,deems reasonably necessary throughout the
term of this Agreement, and three (3) times within the three (3) year period following
termination of the Agreement, regardless of whether such termination results from the
natural expiration of the term or for any other reason. The City shall be responsible for
paying all costs associated with such audits, unless the audit(s) reveals a deficiency of
five percent (5%) or more in Concessionaire's statement of gross receipts for any year
or years audited, in which case the firm shall.pay to the City, within thirty (30) days of
the audit being deemed final (as specified below), the cost of the audit and a sum equal
to the amount of the deficiency revealed by the audit, plus interest; provided, however,
the audit shall not be deemed final until Concessionaire has received the-audit and has
had a reasonable opportunity to review the audit and discuss the audit with the City.
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Nothing contained within.this Section shall preclude the City's audit rights for resort tax
collection purposes.
Concessionaire shall submit, within ninety(90)days from the end of each calendar year
during the initial'term (and, if approved, the Renewal Term), an annual statement of
gross receipts prepared by a Certified Public Accountant for the Market, in a form
consistent with generally accepted accounting principles. The City may also request an
audited statement of gross receipts from Concessionaire not more than once per
eighteen.(18)month period during the term of this Agreement.
It is Concessionaire's intent to stay informed of comments and suggestions by the,City
regarding Concessionaire's performance under the Agreement. Within thirty (30) days
after the end of the initial term (and, if approved, the Renewal Term), Concessionaire
and City may meet to review Concessionaire's performance under the Agreement. At
the .meeting, Concessionaire and City may discuss quality, operational, maintenance
and any other issues regarding Concessionaire's performance under the Agreement.
SECTION 7. TAXES,ASSESSMENTS, AND UTILITIES.
7.1 Concessionaire agrees to and shall pay before delinquency all taxes
(including but not limited to resort taxes) and assessments of anyy kind
assessed or levied upon Concessionaire by reason of this Agreement or
by reason of the business or other activities and operations of
Concessionaire upon or in connection with the Concession Area.
Concessionaire will have the right, at its own expense, to contest the
amount or validity, in whole or in part, of any tax and/or assessment by
appropriate proceedings diligently conducted in good faith.
Concessionaire may refrain from paying a tax or assessment to the extent
it is contesting the assessment or imposition of same in a manner that is in
accordance with law; provided, however, if, as a result of such contest,
additional delinquency charges become. due, Concessionaire shall be
responsible for such delinquency charges, in addition to payment of the
contested tax and/or assessment if so ordered.
Concessionaire shall also pay for any fees imposed by law for licenses or
permits for any business, activities, or operations of Concessionaire, upon
the Concession Area.
Concessionaire shall pay before delinquency any and all charges for
utilities used by, for, or on behalf of the operations contemplated herein
(including, but not limited to, water, electricity, gas, heating, cooling,
sewer, telephone,trash collection, etc.).
7.1.1 Electricity:
City acknowledges that Concessionaire may require electrical
outlets to operate some vendor locations for registers, lighting
fixtures, etc. Any usage of electricity from City-owned existing
sources, shall be reimbursed to the City in accordance with the
provisions outlined in Section 4.4 herein. Concessionaire agrees to
remit to the City, on a•monthly basis, along with the payment of
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rent, a list of all vendors which use electricity. Upon reasonable
notice, City will make reasonable efforts to repair any existing
outlets for the use by Concessionaire; however, the City shall not
have any responsibility for any loss of electricity or the failure to use
any of the electrical outlets.
7.2 Procedure If Ad Valorem Taxes Assessed.
Notwithstanding Subsection 7.1 above,, the parties agree that the
concession operations contemplated herein are for public purposes and,
therefore, no ad valorem taxes should be assessed by the Miami-Dade
County Tax Appraiser. If, however, said taxes are assessed, City and
Concessionaire shall use reasonable efforts to address payment of same.
SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS.
8.1 In connection with the performance of its responsibilities hereunder,
Concessionaire may hire its own employees and/or independent.
contractors, who will be employees and/or independent contractors of
Concessionaire and not employees or agents of the City. Additionally,
Concessionaire's vendors shall not be considered agents or employees of
the City. Concessionaire shall select the number, function, qualifications,
compensation, including benefits (if any), and may, at its discretion and at
any time, adjust or revise the terms and conditions relating to its
employees and/or independent contractors.
8.2 Concessionaire shall ensure that all its employees and/or independent
contractors observe all the graces of personal grooming. The
Concessionaire shall hire people to work in its concession operation who
are neat, clean, well-groomed and shall comport themselves in a
professional and courteous manner and ensure that its vendors and/or
independent contractors comply with same. The Concessionaire and any
persons hired by same, shall never have been convicted of a felony. If
Concessionaire materially fails to comply with this provision the City may
default Concessionaire pursuant to Section 13 herein.
8.3 The Concessionaire shall have an experienced manager 'or managers
overseeing the concession operations at all times.
8.4 Concessionaire shall select, train and employ such number of employees
or contractors as is necessary or appropriate for Concessionaire to satisfy
its responsibilities hereunder. Concessionaire shall be the sole authority to
hire, terminate, and discipline any and all personnel employed by
Concessionaire. Concessionaire shall use its best efforts to hire
employees and/or contractors for the Market from among unemployed
workers in the City's workforce,'though Concessionaire shall not do so at
the expense of terminating its existing employees and/or contractors.
8.5 Concessionaire's Contract Manager. Concessionaire shall designate a
competent full-time employee to oversee the day-to-day operations, and
who shall act as the contract administrator for the Market and serve as
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Concessionaire's primary point-person with the City. This individual shall
have the requisite amount of experience in operating, managing, and
maintaining the Market and operations contemplated herein. The
employee shall be accessible to the City Manager or his/her designee at
all reasonable times with reasonable notice during normal business hours
(8:00 A.M. to 5:00 P.M.) to discuss the management, operation, and
maintenance of the Market, and during the hours of 8:00 A.M. and 2:00
A.M. in the event of an emergency. Consistent failure by the employee to
be accessible shall be reported to Concessionaire's principal(s), and if not
rectified, shall be grounds for replacement of the employee.
8.6 Concessionaire's employees and/or contractors shall wear identification
badges/shirts approved by the City Manager or Contract Manager, during
all hours of operation when such employee or contractor is acting within
the scope of such employment or such contractor relationship. All
employees and/or contractors shall observe all the graces of personal
grooming.. The Concessionaire shall hire people to work in its operation
who are neat, clean, well groomed, and who shall comport themselves in
a professional and courteous manner. The Concessionaire and any
persons hired or otherwise retained by Concessionaire, shall never have
been convicted of a felony.
SECTION 9. SCHEDULE OF OPERATION.
Concessionaire's operations shall be open on the Concession Area, in accordance with
the schedule outlined below, weather or events of force majeure permitting.
9.1 Dav(s)of Operation:.
Saturdays and Sundays, unless otherwise expanded by mutual written
agreement of the City Manager or her/his designee and Concessionaire
within thirty (30)days prior.
9.2 Operating Hours:
Set Up. Must not begin earlier than 7:00 a.m.
• Vendor Move-ln: 7:30 a.m.—9:30 a.m.
• Health Screenings: 7:00 a.m.—9:00 a.m.
Event Hours.
• Market Hours: 10.a.m.—6 p.m.
• Live Entertainment shall only be permitted between the hours of:
11:00 a.m. and 4:00 p.m:
• Daylight Savings Time: Ending no later than 7:00 p.m.
• Eastern Standard Time: Ending no later than 6:00 p.m.
Move Out:
• Vendor Load-out: 6:00 p.m. —7:00 p.m.
• Vendor Surveys: 5:00 p.m. —7:00 p.m.
• Daylight Savings Time: Ending no later than 8:00 p.m.
• Easter Standard Time: Ending no later than 7:00 p.m.
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Any change in the days or hours of operation require the prior written consent of the
City Manager including, but not limited to, change in the days and hours of operation
requested pursuant to Subsection 3.1.11.
SECTION 10, MAINTENANCE.
10.1 The Concessionaire accepts the use of the Concession Area provided in
this Agreement in its "as is" condition. Concessionaire assumes sole
responsibility and expense for maintenance of the Concession Area and
its Facilities therein during artisanal market operations, artisanal market
set up, and artisanal market move out. This shall include daily removal of
litter, garbage and debris, said removal to be the sole responsibility and
expense of Concessionaire. Daily maintenance shall be accomplished on
all days and hours Concessionaire operates. Concessionaire agrees, also
at its sole cost and expense, to pay for all garbage disposal generated by
its operations.
10.2 Garbage Receptacles.
With respect to litter, garbage and debris removal, the Concessionaire
shall provide, at its sole cost and expense, receptacles within the confines
of the Concession Area. and shall provide a sufficient number of these
receptacles for its own use and for the use of the public that patronizes the
Market. Disposal of.the contents of said receptacles and removal of litter,
garbage and debris within the Concession Area, shall be accomplished by
the.end of the day on all days on which the Concessionaire operates, and
shall be the sole responsibility of the Concessionaire. Any costs for
removal of the contents of said trash receptacles by the City, because of
the Concessionaire's failure to do the same, will be charged to, and
become the responsibility of, the Concessionaire. The dumping or
disposal of any refuse, discards, trash or garbage, generated by, or as a
result of the concession operations, into any City trash receptacles by the
Concessionaire (including its staff, employees and/or vendors) shall be
strictly prohibited. Determination of the "number" of receptacles shall at all
times be reasonable and within the City's sole discretion, and
Concessionaire shall agree to be bound by same.
10.3 Pressure Cleaning.
Concessionaire shall be responsible for reimbursing the City for the cost
and expense of pressure cleaning the Concession Area, including all
abutting sidewalks and public right-of-ways adjacent thereto, in the total
amount of$100.00 per quarter.
10.4 Maintenance/Repair.
During the Term, Concessionaire, its employees, agents, contractors and
vendors may enter upon the Concession Service Zone only during the
operational times listed in Subsection 9.2, for purposes of installing,
inspecting, servicing, and maintaining the Concession _ Area. The
Concessionaire, at its sole cost and expense, shall install, inspect, service
and maintain the Concession Area (as required to operate the Market)
including, without limitation, the Facilities. Concessionaire shall be solely
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responsible for the day to day operation, maintenance, and repair of the
entire Concession Area and Facilities. Concessionaire shall maintain the
Concession Areas and any Facilities thereon in good condition and proper
working order. Concessionaire shall keep all Concession Areas and
Facilities free of graffiti.
10.5 Orderly Operation.
The Concessionaire shall have a neat and orderly operation at all times
and shall be solely responsible for the necessary housekeeping.services
to properly maintain the Concession Area and all Facilities incident
thereto. The Concessionaire shall make available all operations and.
Facilities within the Concession Area (including but not limited to vendor
Facilities) for examination during days and hours of operation by the City
Manager or her/his authorized representative.
10.6 No Dangerous Materials.
10.6.1 The Concessionaire agrees not to use or permit in the Concession
Area and/or Facilities the storage and/or use of gasoline, fuel oils,
diesel, illuminating oils, oil lamps, combustible powered electricity-
producing generators, turpentine, benzene, naphtha, propane,.
natural gas, or other similar substances, combustible materials, or
explosives of any kind, or any substance or thing prohibited in the
standard policies of fire insurance companies in the State of
Florida. Any such substances or materials found within the
Concession Area and/or Facilities shall be immediately removed.
10.6.2 Notwithstanding any contrary provisions of this Agreement,
Concessionaire, after the Effective Date, shall indemnify and hold
City harmless from any loss, damage, cost, or expense of the City,
including, without limitation, reasonable attorney's fees, incurred as
a result of, arising from, or connected with the placement by
Concessionaire, and/or its employees, vendors, agents and/or
subcontractors, after the Effective Date, but during the term of this
Agreement', of any hazardous substance or petroleum products on,
under, in or upon the Concession Area as those terms are defined
by applicable Federal and State Statute, or any environmental rules
and environmental regulations promulgated thereunder; provided,
however, Concessionaire shall have no liability in the event of the
willful misconduct or gross negligence of'the City, its agents,
servants or employees. The provisions of this Subsection 10.6 shall
survive the termination or earlier expiration of this Agreement.
10.7 ' Management and Security.
The Concessionaire shall be responsible for and provide reasonable
security measures which may be required to protect the Concession Area
and'any of the Facilities, goods and/or other equipment thereon. Under no
circumstances shall the City be responsible for any stolen or damaged
goods, Facilities, materials and/or other equipment, nor shall' City be
responsible for any stolen or damaged personal property of
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Concessionaire's employees, vendors, patrons, guests, invitees, and/or
other third parties.
10.7.1 Supervisory Manager.
Concessionaire shall provide an onsite supervisory manager in the
Concession Area at all times during which the Market is, operating.
Concessionaire's supervisory manager must also be present during the
set-up and move-out periods.
10.8 Vehicles on the Public Right-of-Way.
Concessionaire's employees, vendors, patrons, guests, invitees, and/or
other third-party vehicles and/or trailers shall only be allowed on the street• .
•
adjacent to Concession Area/public right-of-way for purposes of setting up
the concession operations, and to remove same at the close of operations
each day, and any and all such vehicles for purposes thereon must be
removed from the public right-of-way immediately thereafter.
Concessionaire shall contractually require that anyone operating a vehicle
for, or on behalf of Concessionaire and/or its employees, agents, and/or
vendors, must have a current valid Florida Driver's License. Said set-up
and move-out operations shall only be permitted during regular hours for
same, pursuant to Subsection 9:2 herein, and shall be completed safely
and expeditiously. No vehicular traffic or parking will be permitted on the
public right-of-way during concession hours of operation, pursuant to
Subsection 9.2 herein. Access to the public right-of-way shall only be
permitted via specifically designated points authorized for such use and
the nearest authorized access to a concession vendor's operation.
Vehicles operated on the public right-of-way shall not exceed 5 M.P.H.
and shall only operate in the immediate vicinity of the concession, or to-
and-from' the nearest predetermined and assigned access point. After
transporting Facilities, goods, merchandise,equipment, and/or other items
to the Concession Area, the vehicles shall be removed from the public
right-of-way and parked in .a legally authorized location. Driving on the
public right-of-way shall be kept to a minimum. No vehicular traffic will be
permitted on the public right-of-way, at any time or for any purpose, other
than as stated herein.
Vehicle operator must inspect the vehicles perimeter and surrounding
area, prior to turning the vehicles ignition switch, to assure a clear path of
egress and only proceed with extreme caution.
10.9 Inspection.
The Concessionaire agrees that the Concession Area and all Facilities
and operations thereon, including but not limited to vendor booths, may be
inspected at any time during days and hours of operation by the City
Manager or his/her designee, or by any other Municipal, County, State
officer, or agency having responsibilities for inspections of such
operations. The Concessionaire hereby waives all claims against the City
for compensation for loss or damage sustained by reason of any.
interference (which interference, if by the City, must be reasonable) with
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the concession operation by any public agency or official in enforcing their
duties or any laws or ordinances. Any such interference (which
interference, if by the City, must be reasonable) shall not relieve the
Concessionaire from any obligation hereunder.
10.10 COVID-19 PROTOCOLS
The Miami Beach Artisanal Market is subject to COVID-19 guidelines
provided by the Center for Disease Control, Miami Dade County and the
City of Miami Beach. These policies procedures and guidelines are
subject to change at the City's sole discretion and are intended to ensure
proper safety measures are in place to protect attendees, vendors, staff
and assets. The Market is in an open-air park and the number of people,
on the beach walk and/or at a vendor booths, may be limited to allow for
adequate social distancing while browsing. Vendor booths are placed to
allow for ample space between the booths and the beach walk to avoid
crowding. As with all City facilities, masks are optional but encouraged.
Handwashing stations and restrooms are also available in the park.
SECTION 11. INSURANCE.
Concessionaire shall maintain, at its sole cost and expense, the following types of
insurance coverage at all times throughout the term of this Agreement.
a. Worker's Compensation Insurance for all employees of the
concessionaire as required by Florida Statute 440, and Employer Liability
Insurance for bodily injury or disease. Should the concessionaire be
exempt from this Statute, the concessionaire and each employee shall
hold the City harmless from any injury incurred during performance of the
Contract. The exempt concessionaire shall also submit (i) a written
statement detailing the number of employees and that they are not
required to carry Workers' Compensation insurance and do not anticipate
hiring any additional employees during the term of this contract or (ii).a
copy of a Certificate of Exemption.
b. Commercial General Liability Insurance on an occurrence basis,
including products and completed operations, property damage, bodily
injury and personal & advertising injury with limits no less than $1,000,000
per occurrence, and $2,000,000 general aggregate.
c. Automobile Liability Insurance covering any automobile, if
concessionaire has no owned automobiles, then coverage for hired and
non-owned automobiles, with limit no less than $1,000,000 combined per
accident for bodily injury and property damage.
d. Umbrella Liability Insurance in an amount no less than $2,000,000
per occurrence. The umbrella coverage must be as broad as the primary
General Liability coverage.
Additional insured City of Miami Beach must be included by endorsement as an.
additional insured with respect to all liability. policies (except Professional Liability and
Workers' Compensation) arising out of work or operations performed on behalf of the
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contractor including materials,. parts, or equipment furnished in connection with such
work or operations and automobiles owned, leased, hired or borrowed in the form of an
endorsement to the contractor's insurance.
Notice of Cancellation - Each insurance policy required above shall provide that
coverage shall.not be cancelled, except with notice to the City of Miami Beach do
EXIGIS Insurance Compliance.Services.
Waiver of Subrogation — Concessionaire agrees to obtain any endorsement that may
be necessary to affect the waiver of subrogation on the coverages required. However,
this provision applies regardless of whether the City has received a waiver of
subrogation endorsement from the insurer.
Acceptability of Insurers— Insurance must be placed with insurers with a current A.M.
Best rating of A:VII or higher. If not rated, exceptions may be made for members of the
Florida Insurance Funds (i.e., FWCIGA, FAJUA). Carriers may also be considered if
they are licensed and authorized to do insurance business in the State of Florida.
Verification of Coverage — Contractor shall furnish the City with original certificates
and amendatory endorsements, or copies of the applicable. insurance language,
effecting coverage required by this contract. All certificates and endorsements are to be
received and approved by the City before work commences. However, failure to obtain
the required documents prior to the work beginning shall not waive the Contractor's
obligation to provide them. The City reserves the right to require complete, certified
copies of all, required insurance policies, including endorsements, required by these
specifications, at any time.
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
do EXIGIS Insurance Compliance Services
P.O. Box 947
Murrieta, CA 92564
Kindly submit all certificates 'of insurance, endorsements, exemption letters to our
servicing agent, EXIGIS, at:
Certificates-miamibeachAriskworks.corn
Special Risks or Circumstances - The City of Miami Beach reserves the right to
modify these requirements, including limits, based on the nature of the risk, prior
experience, insurer, coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve the concessionaire of his
liability and obligation under this section or under any other section of this.agreement.
Failure to procure or maintain the required insurance program shall, at the City's
discretion, either(i) constitute an automatic default of the Concession Agreement
under which the City may, upon written notice to Concessionaire, immediately
terminate the Agreement; or (ii) the City, in its sole discretion, may obtain the
insurance itself, in which case said insurance shall be charged back to the
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Concessionaire as provided in the following paragraph.
The policies of insurance referred to above shall not be subject to cancellation or
changing coverage except upon at least thirty (30) days prior written notice to the City,
and then only subject to the prior written approval of the City Manager or his/her
designee. Prior to the Effective Date of this Agreement, Concessionaire shall provide
City with a Certificate of Insurance for each such policy.,ALL POLICIES SHALL NAME
THE CITY OF MIAMI BEACH FLORIDA AS AN ADDITIONAL NAMED INSURED. All
such policies shall be obtained from companies authorized to do business in the State
of Florida with an A.M. Best's Insurance Guide (latest edition) rating acceptable to the
City's Risk Manager, and any replacement or substitute company shall also be subject
to the approval of the City's Risk Manager. Should Concessionaire fail to obtain,
maintain or renew the policies of insurance referred to above, in the required amounts,
the City may, at its sole discretion, automatically terminate this Agreement or, in 'the
alternative, deem to obtain such insurance, and any sums expended by City in obtaining
said insurance, shall be repaid by Concessionaire to City, plus ten percent (10%)of the
amount of premiums paid to compensate City for its administrative costs. If
Concessionaire fails to repay City's expenditures within fifteen (15)days of demand, the
total sum owed shall accrue interest at the rate of twelve percent(12%)until paid, or, at
its option, the City may declare the Agreement in default pursuant to Section'13 herein.
SECTION 12. INDEMNITY.
12.1 In consideration of a separate and specific consideration of $10.00 and
other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, Concessionaire shall indemnify, hold harmless.
and defend the City, its agents, servants and employees from and against
any claim, demand or cause of action of whatsoever kind or nature arising
out .of error, omission, or negligent act of Concessionaire, and/or its
vendors, agents, servants, employees and/or subcontractors and/or sub
concessionaires in the performance of services under this Agreement.
12.2 In addition, in consideration of a separate and specific consideration of
$10.00 and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, .Concessionaire shall
indemnify, hold harmless and defend the City, its agents, servants or
employees, from and against any claim, demand or cause of action of
whatever kind or nature arising out of any misconduct of Concessionaire,
and/or its vendors, agents, servants, employees and/or subcontractors
and/or sub concessionaires, not included in the paragraph in the
Subsection above and for which the City, its agents, servants or
employees are alleged to be liable.
12.3 Subsections 12.1 and 12.2 shall survive the termination or expiration of
this Agreement:Subsections 12.1 and 12.2 shall not apply, however, to
any such liability, that arises as a result of the willful misconduct or gross
negligence of the City, its agents, servants or employees.
12.4 Subrogation.
The terms of insurance policies referred to in Section 11 shall preclude •
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subrogation claims against Concessionaire, the City and their respective
officers,employees and agents.
12.5 Force Majeure.
Neither party shall be obligated to perform hereunder and neither party
shall be deemed to be in default if performance is prevented by:
a. fire which renders at least_, thirty percent (30%) of the
Concessionaire's cumulative Facilities .and operations unusable,
and which is not caused by negligence of Concessionaire;
b. earthquake; hurricane; flood; act of God; civil commotion occurring
on the Concession Area during or in connection with any event or
other matter or condition of like nature; or
c. any law, ordinance, rule, regulation or order of any public or military
authority stemming from the existence of economic or energy
controls, hostilities, or war.
In the event a Federal, State, County, or City mandated closure or
suspension of the business uses authorized in Section 3
herein("Mandated Closure") is imposed, and such closure or suspension is
not caused by the Concessionaire at any tier or anyone directly or
indirectly employed by Concessionaire, the. Concessionaire will not be
required to make the MG payments under this Agreement until such time
that the Mandated Closure concludes.
12.6 Labor Dispute.
In the event of a Tabor dispute which results in a strike, picket or boycott
affecting the Concession Area or operation described in this Agreement,
Concessionaire shall not thereby be deemed to be in default to .have
breached any part of this Agreement, unless such dispute shall have been
caused by. illegal labor practices or violations by Concessionaire of
applicable collective bargaining agreements and there has-been a final
determination of such fact which 'is not cured by Concessionaire within
thirty(30)days.
12.7 Waiver of.Loss from Hazards.
The Concessionaire hereby expressly waives all claims against the City
for loss or damage sustained by the Concessionaire resulting from fire,
water, natural disasters/acts of God (e.g. hurricane, tornado, etc.), civil
commotion, riot, or any other Force Majeure contemplated in Subsection
12.5 and Labor Dispute in Subsection 12.6 above, and the Concessionaire
hereby expressly waives all rights, claims, and demands against the City
and forever releases and discharges the. City of Miami Beach, Florida,
from all demands, claims, actions and causes of action arising from any of
the aforesaid causes.
SECTION 13. DEFAULT AND TERMINATION.
Subsections 13.1 through 13.3shall constitute events of default under this Agreement.
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An event of default by Concessionaire shall entitle City to exercise any and all remedies
described as City's remedies under this Agreement,, including but :not limited to those
set forth in Subsection 13.4. An event of default by City shall entitle Concessionaire to
exercise any and all remedies described as Concessionaire's remedies under this
Agreement, including but not limited to those set forth in Subsection 13.5.
13.1 Bankruptcy.
If either the City or Concessionaire shall be adjudged bankrupt or
insolvent, or if any receiver or trustee of all or any part of the business
property of either party shall be appointed, or if any receiver of all or any
part of the, business. property shall be appointed and shall not be
discharged within sixty (60) days after appointment, or if either party shall
make an assignment of its property.for the benefit of creditors, or shall file
a voluntary petition in bankruptcy, or 'insolvency, or shall apply for
reorganization or arrangement with its.creditors under the bankruptcy or
insolvency laws now in force or hereinafter enacted, Federal, State, or
otherwise, or if such petitions shall be filed against either party and shall
not be dismissed within sixty (60) days after such filing, then the other
party may immediately, .or at any time thereafter, and without further
demand or notice, terminate this Agreement without being prejudiced as to
any remedies which may be available to it for breach of contract.
13.2 Default in Payment.
In the event Concessionaire fails to submit any payment within five (5)
days of its due date, there shall.be a late charge of$50.00, in addition to
interest at the 'rate of eighteen percent (18%) per annum or the highest
rate allowable by Florida law, whichever is less. If any payment and
accumulated penalties are not received within fifteen (15) days after the
payment due date, and such failure continues three (3) days after written
notice thereof, then the City may, without further demand or notice,
terminate this Concession Agreement without being prejudiced as to any
remedies which may be available to it for breach of contract.
13.3 Non-Monetary Default.
In the event that Concessionaire or the City faits to perform or observe any
of the covenants, terms or provisions under this Agreement, and such
failure continues thirty (30) days after written notice thereof from the other
party hereto; such non-defaulting party may immediately or at any time
thereafter, and without further demand or notice, terminate this Agreement
without being prejudiced as to any remedies which may be available to it
for breach of contract. In the event that a default is not reasonably
susceptible to being cured within such period, the defaulting party shall not
be considered in default if it shall, within such period, commence with due
diligence and dispatch to cure such default and thereafter completes with
dispatch and due diligence the curing of such default, but in no event shall
such extended cure period exceed ninety (90) days from the date of
written notice thereof. In the event Concessionaire cures any default
pursuant to this Subsection, it shall promptly provide City with written
notice of same.
•
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13.4 City's Remedies for Concessionaire's Default.
If any of the events of default, as set forth in,this Section 13, shall occur,
the City may, after notice (if required) and the expiration of cure periods
(as provided above), at its sole option and discretion, institute such
proceedings as in its opinion are necessary to cure such defaults and to
compensate City for damages resulting from such defaults, including but
not limited to the right to give to Concessionaire a notice of termination of
this Agreement. If such notice is given, the term of this Agreement shall
terminate upon the date specified in such notice from City to
Concessionaire. On the date so specified, Concessionaire shall then quit
and surrender the Concession Area to City pursuant to the provisions of
Subsection 13.7. Upon the termination of this Agreement, all rights and
interest of Concessionaire in and to the Concession Area and to this
Agreement, and every part thereof, shall cease and terminate and City
may, in addition to any other rights and remedies it may have, retain all
sums paid to it by Concessionaire under this Agreement. In addition to the
rights set forth above, City shall have the rights to pursue any and all of
the following:
a. the right to injunction or other similar relief 'available to it under
Florida law against Concessionaire; and or
b. the right to maintain any and all actions at law or suits in equity or
other proper proceedings to obtain damages resulting from
Concessionaire's default.
13.5 'If an event of default by the City, as set forth in this Section 13, shall
occur, the Concessionaire may, after notice (if required) and the expiration
of the cure periods (as provided above), at its sole option and, discretion,
terminate this Agreement upon written notice to the City and/or sue for
damages. Said termination shall become effective upon receipt of a
written notice of termination by the City, but in no event shall
Concessionaire specify a termination date that is less than sixty (60) days
from the date of the written termination notice. On the date specified in the
notice, Concessionaire shall quit and surrender the Concession Area to
City pursuant to the provisions of Subsection 13.7.
13.6 Termination for Convenience/Partial Termination.
13.6.1 Notwithstanding the provisions of this.Section 13, this Agreement
may be terminated by the. City, for convenience and without cause,
upon the furnishing of thirty (30) days prior written notice to
Concessionaire.
Conversely, this Agreement may be terminated by the
Concessionaire, for convenience and without cause, upon the
furnishing of thirty(30)days prior written notice to City.
13.6.2 Concessionaire acknowledges that the City may develop a
schedule of capital improvements for the right-of-way or other
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improvements in connection with the Concession Service Zone(s),
including all or a portion of the Concession Area, which may entail
a closure of all or a portion of the right-of-way and/or Concession
Area, at the City Commission's sole discretion. In the event that the
City closes down the right-of-way, the Concession Service Zone, or
any other portion of the Concession Area, for the purpose of
undertaking a capital improvement plan thereon, then the parties
agree that this Agreement may be terminated or, in the alternative,
the portion of the Agreement referencing said individual
Concession Area shall be. partially terminated for convenience,
without cause and without penalty to either party, and only as to
that portion of the Concession Area which has been closed. Such a
termination shall become effective upon thirty (30) days prior
written notice to Concessionaire. An option to renew for a term
equivalent to the duration of capital improvement activity shall be
awarded to Concessionaire in the event of City closure of right-of-
way, Concession Service Zone, or any ..other portion of the
Concession Area, at the City Manager's sole discretion.
13.6.3 In the event of termination or partial termination by City of the
Agreement pursuant to this Subsection, Concessionaire herein
acknowledges and agrees that it shall not have any claim, demand,
or cause of action of whatsoever kind or nature, against the City, its
agents, servants and. employees (including, but not limited to,
claims for interference in business or damages for interruption of
services or interference in its concession operations by
Concessionaire or its vendors). However, if it is determined, via a
contract year end-review, that a termination or partial termination
results in a decrease to the gross revenues derived by the
Concessionaire, then Concessionaire's MG amount due to the City,
pursuant to Section 4.3, shall be reduced proportionately equal to
the percentage of Concession Area that was terminated or partially
terminated and for the period of time of said partial termination.
13.6.4 In the event of termination for convenience by. Concessionaire
pursuant to Subsection 13.6.1, Concessionaire herein
acknowledges and agrees that it shall not have any claim,-demand,
or cause of action of whatsoever kind or nature, against the City, its
agents, servants and employees. Moreover, Concessionaire's MG
amount due to the City, pursuant to Section 4.3, shall be reduced
proportionately equal to the period of time remaining on the current
term of this Agreement.
13.7 Surrender of Concession Area.
At the expiration of this Agreement, or in the event of a partial termination
or termination of the entire.Agreement, Concessionaire shall surrender the
Concession Area (o,r portion thereof in the event of a partial termination) in
the same condition as the Concession Area was prior to the
commencement of this. Agreement, reasonable wear and tear excepted.
Concessionaire shall remove all its Facilities, equipment, fixtures, personal
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property, etc. upon two (2) hours written notice from the City Manager or
his/her designee unless a longer time period is agreed to by the City.
Concessionaire's obligation to observe or perform this covenant shall
survive the expiration or other termination of this Agreement. Continued
occupancy of the Concession Area(or portion thereof) after termination
(or partial termination) of the Agreement shall constitute trespass by the
Concessionaire and may be prosecuted as such. In addition, the
Concessionaire shall pay to the City one thousand dollars ($1,000) per
day as liquidated damages for such trespass and holding over.
SECTION 14. PERFORMANCE BOND OR ALTERNATE SECURITY.
Intentionally Omitted.
SECTION 15. ASSIGNMENT.
Except as otherwise provided in this Subsection, or in the Agreement, Concessionaire
shall not assign, sublease, grant any concession or license, permit .the use of by any
other person other than Concessionaire, or otherwise transfer all or any portion, of this
Agreement and/or of the Concession Area (all of the forgoing is herein after referred to
collectively as "transfers"),without the prior written consent of the City.
Concessionaire shall notify the City Manager or his/her designee of any proposed
transfer, prior to consummation of same- and the City or the City Manager or his/her
designee, as applicable, shall respond'within thirty(30)days. In the event that any such
transfer is approved, the transferee shall agree to be bound by all the covenants of this.
• Agreement required of the transferor hereunder. Any transfer made without complying
with this Section shall be null, void, and of no effect and shall constitute an act of default
under this Agreement. Notwithstanding any such consent, or any permitted transfer
under any provision :of this Section, unless expressly released by the City,
Concessionaire shall remain jointly and.severally liable (along with each approved
transferee, who shall automatically become liable for all obligations of the transferor
hereunder with respect to that portion of the Agreement so transferred),: and the City
shall be permitted to enforce the provisions of this Agreement directly against
Concessionaire or any transferee of the Concessionaire without proceeding in any way
against any other person.
For purposes of this Section 15, Concessionaire's selection of vendors for the Market
shall not be deemed a transfer.
SECTION 16. SPECIAL EVENTS.
16.1. Concessionaire's proposed uses, as set forth in Section 3 herein, do not
contemplate 'the production, promotion or sponsorship by the
Concessionaire of special events in any portion of the Concession Area. In
the event Concessionaire does produce, promote or sponsor a special
event in the Concession Area, it shall abide by the City's Special Events
Permit Requirements and Guidelines. For any use, other than those
provided for in this.Agreement, a Special Events Permit may be required
and shall be obtained through the City's Department of Tourism and
Culture Department. The City Manager's authorization must be obtained
for any such special event.
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The City Administration shall evaluate requests for Special Events Permits
on a case-by-case basis, in accordance with the City's Special.Event
Permit Requirements and Guidelines.
In the event that a special event and/or film permit is requested by an
entity, other than the Concessionaire, and the proposed special event
and/or film production is scheduled to occur within all or a portion of the
Concession Area, the Concessionaire agrees'to cooperate with the City
and the special event permit applicant to allow use of the Concession
Area during the period of the special event, including set-up and break-
down time. However, if a special event and/or film permit is requested
and granted by the City for an entity other than the Concessionaire, and
the proposed special event and/or film production is scheduled to occur
within all or a portion of the Concession Area, then Concessionaire's MG
amount due to the City, pursuant to Section 4.3, shall be reduced
proportionately equal to the percentage of Concession. Area that the
concessionaire and/or its vendors could not use during the special event
or film production.
16.2 City Special Events.
Notwithstanding Subsection 16.1 above, and in the event that the City, at
its sole discretion, deems that it would be in the best interest of the City,
the City reserves the right to displace the Concessionaire for City
produced special events and/or other City produced productions. In such
cases, the City may request that the Concessionaire cease and desist
operations during the term of, and in the area of, the special event and/or
production, and the Concessionaire shall cease and desist during said
term. In the event that it is determined, via a contract year end-review, that
ceasing and desisting of concession operations, as stated herein, results
in a decrease to the estimated gross revenues derived by the
Concessionaire, then Concessionaire's MG amount due to the City,
pursuant to Section 4.3, shall be reduced proportionately equal to the
percentage of reduced Concession Area and hours of operation caused
by said special event and/or production. If the Concessionaire is not
required to close or chooses to remain open without interference to the
special event and/or production, Concessionaire agrees to cooperate with
the City. If.the Concessionaire is allowed to remain open during special
events and/or productions, the Concessionaire may be allowed to have in
operation its normal daily complement of Facilities and vendors. "Normal"
shall be defined as Facilities and vendors, as approved by the City, that
the Concessionaire has available for the public on a normal business day.
Such Facilities and vendors shall not be increased or altered during
special events and/or productions without the prior written permission of
the City Manager or his/her designee. To the extent that the normal
business day complement of Facilities and vendors is displaced by the
special event and/or production, the Concessionaire may reallocate such
displaced Facilities and vendors on a pro-rata basis within an area of the
Concession Area not being utilized by the special event and/or production.
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For purposes of this Section 16,"normal business day" shall be defined as
set forth in Section 9 herein, entitled "Schedule of Operations".
16.3 Notwithstanding anything to the contrary, if a special event occurs in all or
any portion of any Concession Area, Concessionaire shall not be liable for
any charge, fee or other expense, governmental or otherwise, in
connection with such special event.
16.4 Street Vendors/Street Performers.
Any locations within the Concession Area identified by the City for non-
Concessionaire sponsored street vendors and/or street performers, in
accordance with City of Miami Beach Ordinance No. 2002-3366, as may
be amended from time to time, or otherwise in accordance with the City's
respective rules, regulations, and guidelines associated therewith, as
same may also be amended from time to time, are excluded from this
Agreement, and Concessionaire shall not interfere or otherwise prohibit
said street vendors and/or street 'performers' activities upon such
designated portions of the public right-of-way. Similarly, Concessionaire
shall not prohibit or otherwise interfere with the activities of any street
vendors and/or street performers who may not be part of a City of Miami
Beach permitted process, but who may have certain constitutionally
protected rights to perform and/or offer for sale their wares 'on public
rights-of-way.
SECTION 17. NO IMPROPER USE.
The Concessionaire will not use,.nor suffer or permit any person to use in any manner
whatsoever, the Concession Area, operations, or Facilities for any improper, immoral or
offensive purpose, or for any purpose in violation of any Federal, State, County, or
Municipal ordinance, rule, order or regulation, or of any governmental rule or regulation
now in effect or hereafter enacted or adopted. The Concessionaire will protect,
indemnify, and forever save and keep harmless the City, its agents, employees and
contractors from and against damage, penalty, fine, judgment, expense or charge
suffered, imposed, assessed or incurred for any violation, or breach of any law,
ordinance, rule, order or regulation occasioned by any act, neglect or omission of the
Concessionaire, its vendors, employees, agents, and/or subcontractors regarding the
Concession. In the event of any violation by the Concessionaire, or if the City or its
authorized representative shall deem any conduct on the part of the Concessionaire, its
vendors, agents, employees and/or subcontractors, to be objectionable or improper, the
City shall have the option, at its sole discretion, to either (i) automatically terminate the
Agreement, upon prior written notice to Concessionaire, or to (ii) suspend the
concession operations should the'Concessionaire fail to correct any such violation,
conduct, or practice to the satisfaction of the City within twenty-four(24) hours after
receiving written notice of the nature and extent of such violation, conduct, or practice,
and such suspension shall continue until the violation is cured. The Concessionaire
further agrees not to commence operations during the suspension until the violation has
been corrected to the satisfaction of the City.
SECTION 18. PRICE SCHEDULES.
Concessionaire agrees that prices charged for Facilities and or space (booth) rental, be
consistent with the ;price schedule(s) herein submitted by the Concessionaire and
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approved by the City and incorporated herein as Exhibit 3.1 to this Agreement. All
subsequent price increases and amendments to Exhibit 3.1 must be approved in writing
by the City Manager, or his/her designee,and prior to such changes being implemented
within the Concession Area a new updated Exhibit 3.1 will be incorporated into this
Agreement. Notwithstanding the foregoing, Concessionaire agrees and acknowledges
that any discounted prices it may offer for the rental of Facilities shall not in any way
reduce the amount of remuneration due to the City, including but not limited to the
Percentage of Gross (Subsection 4.2), which shall be based and calculated on the
prices set forth in said Exhibit 3.1. Rain Credits shall be allowed, pursuant to Exhibit
3.1, based upon the portion of the day when it's raining, in proportion to the regular
market hours, which credit will not exceed.50% of the fees charged to vendors. During
exigent circumstances, not to exceed three times a year for the same vendor, if
Concessionaire deems appropriate to reduce the fees for a particular vendor who has,
for example, a family emergency and needs to leave.the market early, Concessionaire
shall be allowed to reduce the fee accordingly, shall disclose to the City that the fee is
being reduced due to the particular circumstances and shall still remit the percentage
rent, based upon the reduced fee. The Rain Credits and.Exigent.Circumstance Credits
shall not be construed as reducing the Minimum Guarantee sum due the City under this
Agreement.
The Concessionaire agrees to refrain from the sale or rental of any item identified as
prohibited by City law and/or other applicable law and to sell only those items approved
by the City.
SECTION.19. NOTICES.
All notices from the City to the Concessionaire shall be deemed duly served upon
receipt, if mailed by registered or certified mail with a return receipt to the
Concessionaire at the following address:
Iris Casanova
Florida Fresh Market Enterprises, Inc.
16471 SW 18 Street
Miramar,,FL 33027
All notices from the Concessionaire to the City shall be deemed duly served upon
receipt, if mailed by registered or certified mail, return receipt requested, to the City of
Miami Beach at the following addresses:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
with copies to:
Tourism and Culture Department Director
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
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The Concessionaire and the City may change the above mailing address at anytime
upon giving the other party written notification. All notices under this Concession
Agreement must be in writing.
SECTION 20. LAWS.-
20.1 Compliance.
Concessionaire shall comply with all applicable City, Miami-Dade County,
State, and Federal ordinances, statutes, rules and regulations, including
but not limited to all applicable environmental City, County, State, and
Federal ordinances, statutes, rules and regulations.
20.2 Governing Law.
This Agreement shall be deemed to have been made and shall be
construed and interpreted in accordance with the laws of the State of
Florida. In case of any inconsistency between the terms of this
Agreement, and any applicable general or special law, said general or
special law shall govern, unless otherwise provided herein.
20.3 Equal Employment Opportunity.
Neither -Concessionaire nor any affiliate of Concessionaire performing
services hereunder, or pursuant hereto, will discriminate against any
employee or applicant for employment because of race, creed, sex, color,
national origin, sexual orientation, and disability, as defined in Title I of
ADA. Concessionaire will take affirmative steps to utilize minorities and
females in the work force and in correlative business enterprises.
20.4 No Discrimination.
The Concessionaire agrees that there shall be no discrimination as to
race, sex, sexual orientation, color, creed, national origin, familial status,.
religion or handicap, in its employment practice or in the operations
referred to by this Concession Agreement; and further, there shall be no
discrimination regarding any use, service, maintenance, or operation
within the Concession Area, All concession operations and services
offered shall be made available to the public, subject to the right of the
Concessionaire and the City to establish and enforce rules and regulations
to provide for the safety, orderly operation and security of the operations
and the Facilities.
20.4.1 Pursuant to Sections 62-90 and 62-91, of Chapter 62, of the Miami
Beach City Code entitled "Human Relations", Concessionaire, by
executing this Agreement, certifies that it does not discriminate in
its membership or policies based on race, color, national origin,
religion, sex, sexual orientation, familial status or handicap.
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SECTION 21. MISCELLANEOUS.
21.1 No Partnership.
Nothing contained in this Agreement shall constitute or be construed to be
or create, a partnership or• joint venture between the City and
Concessionaire.
21.2 Modifications.
This Agreement cannot be changed or modified except by agreement in
writing executed by all parties hereto. Concessionaire acknowledges that
no modification to this Agreement may be agreed -to by the City unless
approved by the Mayor and City Commission except where such authority
has been expressly provided herein to the City Manager or his designee.
21.3 Complete Agreement.
This Agreement, together with all exhibits incorporated hereto, constitutes
all the understandings and agreements of whatsoever nature or kind
existing between the parties with respect to Concessionaire's operations,
as contemplated herein.
21.4 Headings.
The section, subsection and paragraph'headings contained herein are for
convenience of reference only and are not intended to define, limit, or
describe the scope or'intent of any provision of this Agreement.
21.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the
. parties hereto and their respective successors and permitted:assigns.
21.6 Clauses.
The illegality or invalidity of any term or any clause of this Agreement shall
not affect the validity of the remainder of the Agreement, and the
Agreement shall remain in full force and effect as if such illegal or invalid
term or clause were not contained herein unless the elimination of such
provision detrimentally reduces the consideration that either party is to
receive under this Agreement or materially affects the continuing operation
of this Agreement
21.7 Severability=
If any provision of this Agreement or any portion of such provision or the
application thereof to any person or circumstance shall be held to be
invalid or unenforceable, or shall become a violation of any local, State, or
Federal laws, then the same as so applied shall no longer be a part of this
Agreement but the remainder of the Agreement, such provisions and the
application. thereof to other persons or circumstances, shall not be
affected thereby and this.Agreement as so modified remains in full force
and effect.
21.8 Right of Entry.
The City, at the direction of the City Manager, shall at all times during days
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and hours of operation, have the right to enter into and upon any and all
parts of the Concession Area for the purposes of examining,the same for
any reason relating to the obligations of parties to this Agreement.
21.9 Not a Lease.
It is expressly understood and agreed that no part, parcel, building, facility,
equipment or space is leased to the Concessionaire, that it is a
concessionaire and not a lessee; that the Concessionaire's right to
operate the concession shall continue only so long as this Agreement
remains in effect.
21.10 Signage.
Concessionaire shall provide, at its sole cost and expense, any required
signs at its concessions. All advertising, signage and postings produced
by Concessionaire, but not its merchants or vendors, shall be approved, in
writing, by the City in its proprietary capacity, and shall be in accordance
with all applicable Municipal, County, State and Federal laws and
regulations. Any signage posted by Concessionaire on its Facilities and
equipment shall be subject to the prior approval of the City as to size;
shape and placement of same.
21.11 Use of the Right-of-Way.
The right-of-way is for the use and enjoyment of the public and the public's
right to such use shall not be infringed upon by any activity. of the
•
Concessionaire. Upon execution of this Agreement, Concessionaire
acknowledges that all of the rights-of-way within the Concession Area are
public, and as such, concession operations must not restrict, or appear to
restrict, access to the general public, or in any way limit the public nature
or ambiance of the adjacent area. The Concessionaire will conduct its
operations so as to maintain a reasonably quiet and tranquil environment
for the adjacent area and make no public disturbances.
21.12 Conflict of'Interest.
Concessionaire shall perform its services under this Agreement and
conduct the concession operations contemplated herein, in a manner so
as to show no preference for other concession operations/facilities owned,
operated, managed, or otherwise controlled by Concessionaire with
regard to its responsibilities pursuant to this Concession Agreement.
21.13 Reasonableness.
Notwithstanding anything to the contrary in this Agreement, including but
not limited to references to "sole option" or "sole discretion" or words of
similar meaning, in each instance in which the approval or consent or
other action of the City Commission or the City Manager or his designee is
allowed or required in this: Agreement, such approval, consent or Other
action shall not be unreasonably withheld, conditioned or delayed.
21.14 Procedure for Approvals and/or Consents.
Intentionally Omitted.
•
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21.1.5 No Waiver.
No waiver of any.covenant or condition of this Agreement by either party
shall be deemed to imply or constitute a waiver in the future of the same
covenant or condition or of any other covenant or condition of this
Agreement.
21.1.6 No:Third Party Beneficiary.
Nothing in this Agreement shall confer upon any person or entity,
including, but not limited to sub concessionaires, other than the parties
hereto and their respective successors and permitted assigns, any rights
or remedies by reason of this Agreement.
21.17 Attorneys' Fees.
If it becomes necessary for City or Concessionaire to enforce their
respective rights under this Agreement or any part hereof through
litigation, Concessionaire and City agree that the prevailing party shall be
entitled to recover from the other party all costs and expenses of such
litigation, including a reasonable.attorneys' fee and costs, for all trial and
appellate proceedings.
SECTION 22. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement only if in so doing the City can place a limit
on its liability for any cause of action for breach of this Agreement, so that its liability for
any such breach never exceeds the sum of $10,000.00. Concessionaire hereby
expresses its willingness to enter into this. Agreement with a $10,000.00 limitation on
recovery for any action for breach of contract. Accordingly, and in consideration of the
separate consideration of$10.00,the receipt of which is hereby acknowledged, the City
shall not be liable to Concessionaire for damages to Concessionaire in an amount in
excess of $10,000.00, for any action for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this
Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in
any way intended to be a waiver of limitation placed upon the City's liability as set forth.
in Florida Statutes, Section 68.28.
SECTION 23. VENUE. •
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action
is necessary by either party with respect to the enforcement of any and all the terms or .
conditions herein, exclusive venue for the:enforcement of same shall lie in Miami-Dade
County, Florida. CITY AND CONCESSIONAIRE HEREBY. KNOWINGLY AND
INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING THAT CITY AND CONCESSIONAIRE MAY HEREIN AFTER
INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE CONCESSION AREA(S).
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SECTION 24. CONCESSIONAIRE'S COMPLIANCE WITH FLORIDA PUBLIC
RECORDS LAW
Pursuant to'Section 119.0701 of the Florida Statutes, if the Concessionaire meets the
definition of:"Contractor" as defined in Section 119.0701(1)(a), the Concessionaire shall:
a) Keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service;
b) Provide the public with access. to public records on 'the same terms and
conditions that the public agency would provide the records and at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by
law;
c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by°law; and
d) Meet all requirements for retaining public records and transfer to the City, at.no
City cost, all public records created, received, maintained and/or directly related
to the performance 'of this Agreement that are in possession of the
Concessionaire upon termination of this Agreement. Upon termination' of this
Agreement, the Concessionaire,shall, destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the City in a
format that is compatible:with the information technology systems of the City.
For purposes of this Article, the term "public records" shall mean all documents, papers,
letters, maps, books, tapes, photographs, films, sound recordings, data processing
software, or other material, regardless of the physical form, characteristics, or means of
transmission, made or received pursuant to law or ordinance or in connection with the
transaction of official business of the City.
Concessionaire's failure to comply with the public records disclosure requirement set
forth in Section 119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Concessionaire does not comply with the 'public records disclosure
requirement set forth in Section 119.0701 of the Florida.Statutes, the City may, at the
City's sole discretion, avail itself of the remedies set forth under this 'Agreement and
available at law.
SECTION 25. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED
POLYSTYRENE FOOD SERVICE ARTICLES.
Expanded polystyrene, a petroleum byproduct commonly known as Styrofoam, is
neither readily recyclable nor biodegradable and takes hundreds to thousands of years
to degrade. Expanded polystyrene is a common pollutant, which fragments into smaller,
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non-biodegradable pieces that are harmful to marine life, other wildlife, and the
environment. The City's goals are to reduce the use of expanded polystyrene and
encourage the use of reusable, recyclable, or compostable alternatives.
Expanded polystyrene means blown polystyrene and expanded and extruded foams
that are thermoplastic petrochemical materials utilizing a styrene monomer and
processed by any number of techniques including, but not limited to, fusion of polymer
spheres(expandable bead foam), injection molding, foam molding, and extrusion-blown
molding (extruded foam polystyrene).
Expanded polystyrene food service articles means plates, bowls, cups, containers, lids,
trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene.
Concessionaire agrees not to-sell, use, provide food in, or offer the use of expanded
polystyrene food service articles at the Concession Area or in connection with this
Agreement. Concessionaire shall ensure that all vendors operating in the Concession
Area abide by the restrictions contained in this Section 25. A violation of this section
shall be deemed a default under the terms of this Agreement. This subsection shall not
apply to expanded polystyrene food service articles used for prepackaged food that
have been filled and sealed prior to receipt by the Concessionaire or its vendors.
[The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and
their seals to be affixed., all as of the.day and year first above written, indicating their
• agreement..
•
•
Attest: CI `OF MIAMI:BEACH-t
• DocuSignedby:- •
FAB8BAOBF95E4CF...
Rafael E. Grenade, City Clerk ina T.Hudak, City Manager
5/25/2022 112:05 PM EDT
• Date.
•
Attest: F—LQRIDA FRESH MARKET
cE TERPRISES,INC.
1
Signature/Secretary Signature/President•
11 i
v J S (
r ericalNovo
Print Name Print Name
•
Date. Date.
•
APPROVED AS TO'
FORM&LANGUAGE .
&FOR EXECUTION
'C')Jr Ity Attorneyrj4 Date.
. • 'ARItitr NOSla
Pr,-1
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EXHIBIT 2.0
:(Page 1 of 2) ,
Concession Area
13th to 14th,Street•
•
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• 0 Market.Management/Vendor Services 0- Non Profit Sponsor
•
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EXHIBIT 2.0
(Page 2-of 2)
Concession Area
5 h to 6 'Street
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t. :W 1 .� ReStrOo 1S t r '�" i t� j •'k' 1
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tehe sir <r �• ,la
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f ,G fi ",)Miami Public Restrooms S _:-'.
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•
•
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EXHIBIT 3.1
(Page 1 of 2)
(Rental Fee Schedule)
Lummus Park- Fee Schedule
Per space accommodating a singular 10'x 10'booth,per day:
Fee:$175.00
Tax:$12.25
Subtotal:$187,25
Insurance:$0.75
Monitor:$20.00
Electricity:$25.00(OPTIONAL)
TOTAL(without Electricity):$208.00 per day
TOTAL(with Electricity):$233.00 per day
•
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EXHIBIT 3.1.1
(Facilities Design)
Vendor Tent
Below is an example of the vendor tent set up for the artisanal market in Lummus Park.
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tier t; n 1 r , 1{ .,,u'r 3: f .,�
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,-''''j',14,A'riqi.-, :,...,".: ..4' '-ii,,Arl 14'.:11 ''''."1721".1'.-
tlx
Vendor ID
Florida.Fresh Markets will require all vendors to place their individual Vendor ID in a
visible location within their booth. Below:is a mockup of the Vendor ID: ,
VENDOR NAME
@instagramaccount
123-456-7890
-. V.
Fras
!{SI
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EXHIBIT 3.1 .2.1
(Page 1 of 2)
(Special Events Disability Access Punch List)
Special Events Disability Access Punch List
1.. Ensure curb cuts and cross walks are kept free and clear for usage, with a
continuous accessible route of-44 inches in width.
2. The Event Producer must ensure that any nearby accessible one or off-
street ,parking ('handicapped parking") is not obstructed by vehicles
loading/unloading equipment, etc. If such obstructions occur, the Event
Producer must _see that such obstructions are removed immediately.
Accessible parking spaces shall be connected. to the site's continuous
accessible route, with no obstructions between the accessible parking
spaces and the curb ramps that serve those spaces..
3. Any and all accessible routes created and/or installed by the €vent.
Producer, or under the Event Producer's supervision, must have;no abrupt
change in level in excess of. 'ice-inch. Where such changes in level are
present, properly bevel-the change in level at a 1:2 ratio or provide a ramp
with.a slope not to exceed a 1:12 ratio. This is necessary to allow passage
of wheelchairs or strollers and prevent tripping or the catching of walkers
and canes. Any ramps provided,must be in compliance with all Florida
Accessibility Code requirements, including, but not limited to,
requirements regarding edge protection, handrails, and surface.
4. Provide•a smooth transition between temporary pathways and any ramps,
sidewalks, streets, or parking lots. This means no change in; level
exceeding.'A inch. Any change exceeding ''A inch requires beveling at a
1:2 ratio or the installation of a ramp with a slope not to exceed a 1:12'
ratio. Any ramps provided must be in compliance with all Florida
Accessibility Code requirements, including, but not limited to,
requirements regarding edge protection, handrails, and surface.
5.- All cashier counters (counters Where money transactions occur) must be
no higher than 36 inches maximum above finish floor, for a minimum
length of 36 inches.
6. Maintain an accessible route for access to merchandise that is both within
a vendor space, as well as merchandise not contained -within a vendor
space. If the overflow of merchandise for patron viewing is placed,behind
a booth, then provide .adjacent access to the merchandise via.a curb
ramp, as well as the .placement of a pathway with a: stable :and firm
surface necessary for the use of wheelchairs and mobility aids.
7. Merchandise for display should be within a line of sight no,higher than 48
inches for•persons Of short stature or wheelchair users. If merchandise is
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EXHIBIT 3.1.2.1
(Page 2 of 2)
(Special Events.Disability'Access Punch List)
displayed higher than 48 inches, merchant must provide assistance to
disabled customers in orderto reach items.
8. Al! vendor spaces shall be located on an accessible route that is a
minimum of 44 inches wide.
9. If tables and seating are provided for the consumption of food, all aisles
adjacent to accessible fixed seating shall provide 30 inch by 48 inch clear
floor space for wheelchairs. Where there are open positions along both
sides of such aisles,the aisles shall be not less than 52 inches wide.
•
10.For wheelchair seating spaces provided at tables or counters, knee
spaces at least 27 inches high, 30 inches wide, and 19 inches deep shall
be provided. The tops of accessible tables and counters shalt be from 28
inches to 34 inches above the finish floor or ground.
11.Where food or drink is served at counters exceeding 34 inches in height
for consumption by customers seated on stools or standing at the counter,
a portion of the main counter which is 60 inches in length minimum shall
be provided in compliance with the requirements of Items #9 and #10
above, or service shall be available at accessible tables within the same
area.
12.Where portable toilets are provided, an accessible route shall be provided
to the toilets. Five percent of the total number of toilets must be
accessible. If clusters of portable toilets are distributed throughout the site,
then each cluster must have accessible units.
13.If general assembly seating or standing space is provided'.for audience
members attending a public performance at a special event, reserved
wheelchair seating must be provided. Such seating must be provided in a
location that allows wheelchair users an unobstructed line of sight to the
stage. If seating capacity accommodates greater than 300 persons, then
accessible seating shall be dispersed throughout the venue.,
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EXHIBIT 3.2.1
(Product List) -
Artisanal.Market Product List
All products represented for sale in the.'Market must comply with Section 3.2 Permitted Concession
Operations ! Uses of the Management and Operations Agreement. In addition,to the products and
categories of-products listed in Section 3.1,the products below are permitted for sale, Market
Original/Handcrafted
• Ex: Jewelry.glasswork.art.crafts. letterpress cards.candles
•
• Locally Grown Produce
o Ex:Jams: coffee.bread.cheese.mustard.cured meats.ails marinades. honey, herbs.
and:nuts
• Apothecaries and Locally Produced Beauty Products
o .Ex:soap. balms.lotions,scrubs
• llalistic vVel:ness •
o Ex:CBD Supplements.Fitness.Trainers/Coaches.Nutritionist.Crystals and
Gemstones •
Horticulturists and F ioral Arrangements
o Ex:Cut flotivers_orchids-plants.tees, topiaries,drt,succulent gardens.herbs.
Horde Goods arid Textile
o Ex.Furniture;sculptures. rug:,decor. metal wood,pottery,and ceramics
• Clothing(Men Women.and Child.ren
o Ex: Vintage.designer. shoes.handbags.hats, belts.accessories
9 Pet Accessories
o Ex.Clothing. Organic Food,Treats.Grooming Services.Adoption
•: Produce'
o Ex::Locally sourced vegetables and fruit.fresh salsa,and guacamole
a Beverages:
o Ex: Smoothies. coffee green juices. all-natural fruit juices, lemonade. coconut water.
teas
a Prepared Foods •
• o Ex Acai bowls, international cuisines. Mediterranean spreads, hummus. spices.
empanadas. Caribbean vegan food,.specialty pizza_ ceviche. stone crab. lobster rolls.
sushi-grad:fish
a Artwork .
o Ex:Macrame-made products.paintings.sculpted products.artwork.photography
• Bahed Goods and Sweets:
o Ex: Vegan and gluten-free baked moods.cookies.pastries.cakes, rice krispies, speciallt+,
ice creams and gelato, specialty chocolate
•
•
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EXHIBIT A
(Page 1-of 4)
(Vendor Guidelines)
Vendors not arriving or setting up in a timely manner as specified will be responsible for the
day's vendor fees and will not be able to participate in the day's market.After three tardy
warnings,vendors Will not be welcome at future markets.
If the vendor is unable to attend the market,the vendor must advise,in writing;Florida
Fresh.Markets-/Management.Cancellations must be made no later thanthe.Monday priorto •
the market,without exception.If not,the vendor will be responsible for the full day s market
fees and may risk permanently losing their space at the market.
All tables/equipment must be provided by the vendor in accordance with•market set-up
specifications and should fit amply within-the space allotted.Tables shall be 6'folding tables.
All equipment shall be in good.clean condition.
The exclusiveness of vendor products or product categories is NOT offered nor guaranteed.
Vrendor. Licensees its
•
It is the vendor's responsibility to procure and have all applicable licenses.permits,and/or
insurance necessaryaccording to the product being.sold and/or promoted at the market.
Furthermore.the vendor agrees to maintain current required licenses,policies,and/or.
permits.as necessary.
• Vendor Ecuipmcnt
Market aesthetics are of utmost importance.Vendor space must he neat,clean,and organise
at all times, including professional displays, fixtures.props,and signs as approved by Florida
Fresh Markets Management. Please note that handwritten signs, banners,floor signs,and
racks will'NOT be permitted.
Vendors and theft employees,.assistants,Or affiliates must be well-groomed.,clean,and.,wear
proper attire throughout the market while handling themselves in a professional manner
with customers and staff. Improper attitude,language.or misconduct Will NOT be tolerated
and will begrounds for immediate dismissal frorn the market.
The"hack' side of the set-up must be completely covered so that boxes,totes. bags.and other
supplies/materials are NOT visible throughout the market day.Cardboard boxes are
prohibited from being placed on,-tables.visible in the vendor space,and used as a display-of
any sort.Storage boxes. bags, luggage.coolers.etc.must be kept out of sight,preferably
underneath tables.
•
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EXHIBIT A
(Page 2 of 4)
. (Vendor Guidelines)
T he vendor 13 f::::SpOl/s:bit=to; ;i?pplving the following'
Tents: Vendors are responsible for their own 10x10 white canopy.with adequate and
corresponding tent weights on each tent leg,at a•minimum weight of 20 pounds on each leg.
Vendors must also set up their tents with(1)10X10 back wall and(2),3X10 side panels.The
tent/canopies must be water-resistant,99%UV protection,UPF50+rated,and CPAI-84
certified.
• Tables•with Proper Tablecloths/Coverings: Uncovered tables are NOT permitted.Market
standards call for,onge-fitted table cloths(no spa ).Table coverings must be clean and
should reach the ground so that the table's Iegs or"skeleton."are not visible.Table risers or
stilts for tables are NOT permitted.
Move out: May begin at closing time and 2T any earlier.under any circumstances.and must
be completed in a timely manner.Vendors are expected to remain completely set up and
•
operational throughout the duration of the market as per scheduled hours.Vendors will not
be excused early.without exception.
•
Clean-up: Vendors will be required to remove every item brought Absolutely no garbage or
any other material may be left behind.Each vendor-is responsible for leaving the area in a
perfect and clean condition after the-market is closed. Failure to comply with proper'clean-tip .
will result in cleaning lees charged to the vendor and possible expulsion from the market if
the situation is recurring.
•
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EXHIBIT A
(Page 3 of 4)
(Vendor Guidelines)
Additional Market Rules and Guidelines
• Please refer to Section 3.1.8 for Conflict Resolution
• No travel shall occur on behalf of the City of Miami Beach to Mississippi,nor shall any
product or services it provides to the City of Miami Beach be sourced from Mississippi.
• Vendor spaces are subject to change or be cancelled at Florida Fresh Markets
Management's discretion.
• Music is not permitted unless prior arrangements are made and approved.
• No sales or possession of alcoholic beverages is permitted.
• No smoking or vaping is allowed in the market area.
• Vendors are responsible for collecting their own sales tax.
• All vendor promotional materials require approval prior to distribution at the market,.
and may only be distributed from within the vendor's booth space.
• All sampling and business.transactions must take place within booth space.
• Proper/professional attire is required of all vendors,their employees,and associates.
• Vendors are not allowed to bring children to look after or leave unattended at the
market throughout its operating hours.
• Rules and;fees are subject to change without any advance notice.
• A vendor may be dismissed from the market at Florida Fresh Markets Management's
discretion. 0
• It is the responsibility of the vendor to have all applicable licenses and permits necessary
and required of the products being sold.The vendor agrees to maintain current and any
required licenses, policies and/or permits at all times.
• Vendor booths/spaces should be kept neat,clean,and organized at all times.
• Vendors,employees,affiliates and/or assistants must be well-groomed,clean, and wear
proper attire throughout the market,while handling themselves in a professional and
courteous manner with customers and staff. Neither vendor(s) nor staff are permitted
to wear t-shirts,-flip flops,or revealing shorts while working at the market.
Proper/professional attire is required of all vendors,their employees, and associates.
• Improper language or misconduct will be grounds for immediate dismissal from the
market.
• Each vendor is responsible for leaving their area in good and clean condition before
leaving th.e market.
• No "beach or lounge"chairs are permitted;only folding chairs or stools are permitted.
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EXHIBIT A
(Page 4of4)
(Vendor-Guidelines)
Florida Fresh Markets will comply with-the:city of Miami Beach's"Plastic Free' Initiative to
ensure we maintain South Florida's.most environmentally conscious market.
Vendors are not allowed to:
• Sell. provide food in,or offer the use of expanded polystyrene food service articles.
• Sell or offer plastic lids,single-use plastic beverage straws.and single-use plastic stirrers.
Vendors may only offer plastic straws or plastic stirrers to an individual with a.disability
or medical condition.
• Use plastic bags (except large plastic bags used to collect trash). In substitute, they are
allowed to use paper or reusable bags.
The Market Manager en-situ is tasked with ensuring that all vendors comply with our
plastic-free initiatives. Failure to meet these standards will result in warnings, fees, and
expulsion if ongoing.
Health and safety is our top priority across each of our South Florida markets and events.
Florida Fresh Markets will the COVID-19 guidelines of the City of Miami Beach,
Miami Dade County,and the Centers for Disease Control.
Covid 9 Guideseh es
• Vendors are required to maintain visible hand sanitizer for their own use as well as that
of their customers..
• Each vendor preparing or sampling food must wear disposable gloves and maintain a
box of disposable gloves in a visible location to constantly replace.
• Per the Florida Department of Business-and Professional Regulation,vendors must
visibly display an appropriately labeled three-compartment wash station,water
dispenser,sanitizer,thermometer,and dishwashing liquid.
• All food vendors are required to obtain mandatory food licenses and permits.
• All food vendors are required to obtain safety certification. -
• All vendors are required to wear face coverings and all food vendors are required to.
wear hair coverings.
• Florida Fresh Markets ensures there is ample room:between vendor booths-to avoid
crowding..
• All food vendors are obliged to follow the guidelines set forth by the. City of Miami
Beach and are in compliance with FDACS.
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n e u Contract DoceiiTtent Routing Form.
Contract No. - / , Title ' 1 -1 .
RFP-2021-151-ND MANAGEMENT&OPERATION OF ARTISANAL MARKETS IN LUMMUS PARK
Cdntractor - R••uestin!t De..rtment
FLORIDA FRESH MARKET ENTERPRISES,INC. TOURISM&CULTURE
eiv.Departm@ntDirectgrNa 'a:11 ' ACM Name&Signature �. i
,,
LISSETTE ARROGANTE 'g
MARCIA MONSERRAT km-Surat) WirW
\e,,m,c2o2H5E2rI0... on3n CcccDNoD...
Document I' ;.. Select One
X Type 1—Contract,amendment,change order or task order resulting from a procurement-issued competitive solicitation.
Type 2—Other contract,amendment,change order or task order not resulting from a procurement-issued competitive solicitation.
Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement
Type 4—Grant.agreements with the City as the recipient Type-7-Inter-governmental agency:agreement.
Type-5—Grant agreements with the City as the grantor Other:
-Brief Summa > P •ose attach neincrif additional s•aceds neeessa `
On October 13,2021,the Mayor and City Commission,pursuant to Resolution 2021-31890,approved the award of a contract
to Florida Fresh.Markets Enterprises, Inc. for the Management and Operation of Artisanal Markets in Lummus Park.The
Administration concluded negotiations,and the agreement has,been form approved by the City Attorney's Office and fully
executed by the consultant. Pursuant to the authority established in the Resolution,this Item seeks the City Manager's
signature to finalize the contract•execution process.
Off:inalTerm Renewal Per ads. Total Term Ori:inaf:+Renewals
Two(2)years' . Three(3),one (1)year Five(5) .
"' Fundin:,Iiid'or atlon
Grant Funded: I Yes I X No State I I Federal I I Other: I N/A
Cost&Fundin:Source '
Year Annual Revenue Account
1 $84,300 There is no financial impact on the City under this Contract. Yes X No
The estimated annual revenue is$84,300.
2 $84,300 There is no financial impact on the City under this Contract. Yes • X No
The estimated annual revenue is$84,300.
3. $84,300. 'There is no financial impact on the City under.this Contract. Yes X .No
The estimated annual revenue is$84,300.
4 $84,300 There is no financial impact on•the City under this Contract. Yes X No
The estimated annual revenue is$84,300.
5 $84,300 There is no financial'impact on the City under this Contract. Yes X No
The estimated annual revenue is$84,300.
1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed.
3.Budget approval indicates approval for current fiscal.year only.Future years,are subject to City Commission approval of
annual adopted operating budget.
Authority to-Sign
City Commission Approved: • X Yes No Resolution No.: CC Agenda Item No.: CC.Meeting.Date:
2021-31890 C7J 10/13/2021
If no,explain why CC approval is not required: '
Legal Form Approved: X Yes No If no,explain below why form approval is not necessary:
'
°'q°�:3 ovals see attached
Procurement: I Alex Denis Alex ( nil Grants: N/A
m H ait1ioaEtoi. ...
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DoeuSipned by.
Budget Ta a' etbe'YlN Sfidrmation Technology: N/A
�
Risk Management: . N/A "59A17Otr74b4:" Fleet&Facilities: as
Human Resources: N/A 'Other:Kristy Bade
r ea .
Marla Esteve:
2