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Concession Agreement with The Market Comapny, Inc. for Normandy Village Street Market
0/0/4 d8573 Management and Operation Agreement for the Normandy Village Street Market INDEX SECTION TITLE PAGE 1. TERM 5 2. CONCESSION AREA 5 2.1 Rue Vendome 5 3. USE(S) 6 3.1.1 Facilities Design 6 3.1.2 Placement of Facilities 6 3.1.2.1 Compliance with American with Disabilities Act(ADA) 6 3.1.3 Set Up 7 3.1.4 Public Right-of-Way 7 3.1.5 Interaction and Coordination with Other Espanola Way Operations and Events 8 3.1.6 Conflict Resolution 8 3.2 Permitted Concession Operations/Uses 10 3.2.1 Arts and Crafts 10 3.2.2 Cut Flowers and Plants 11 3.2.3 Fruits, Vegetables, Other Edible Products 11 3.2.4 Live Entertainment 11 3.3 Intentionally Omitted 12 3.4 Intentionally Omitted 12 3.5 Intentionally Omitted 12 3.6 Off-Duty Police/Field Monitor 12 3.6.1 Off-Duty Police 12 3.6.2 Field Monitor 12 3.6.3 Parking(Bagging Parking Meters) 12 3.6.4 Event Supervision .12 3.7 Vendor Selection/First Priority to Miami Beach Merchants 13 3.8 Removal of Concession Facilities 14 3.9 Hurricane Evacuation Plan 14 3.10 City Occupational Licenses 14 4. CONCESSION FEES 14 4.1 Security Deposit 14 4.2 Percentage of Gross(vs.) MG (PG) 15 4.3 Minimum Guarantee(MG) 15 4.4 Cost for Use of Electricity 15 4.5 Interest for Late Payment 16 4.6 Sales and Use Tax 16 4.7 Pass-Through Receipts 16 5. MAINTENANCE AND EXAMINATION OF RECORDS 16 6. INSPECTION AND AUDIT 17 7. TAXES, ASSESSMENTS, AND UTILITIES 17 7.1.1 Electricity 18 7.2 Procedure if Ad Valorem Taxes Assessed 18 8. EMPLOYEES AND INDEPENDENT CONTRACTORS 18 9. SCHEDULE OF OPERATION 19 I 9.1 Day(s)of Operation 19 9.2 Operating Hours 19 10. MAINTENANCE 19 10.2 Garbage Receptacles 20 10.3 Pressure Cleaning 20 10.4 Facilities 20 10.5 Orderly Operation 20 10.6 No Dangerous Materials 20 10.7 Security 21 10.8 Vehicles on Public Right-of-Way 21 10.9 Inspection 22 2 SECTION TITLE PAGE 11. INSURANCE 22 12. INDEMNITY 23 12.4 Subrogation 24 12.5 Force Majeure 24 12.6 Labor Dispute 24 12.7 Waiver of Loss from Hazards 24 13 DEFAULT AND TERMINATION 24 13.1 Bankruptcy 25 13.2 Default in Payment 25 13.3 Non-Monetary Default 25 13.4 City's Remedies for Concessionaire's Default 25 13.6 Termination for Convenience/Partial Termination 26 13.7 Surrender of Concession Area 27 14. PERFORMANCE BOND OR ALTERNATE SECURITY 28 15. ASSIGNMENT 28 16. SPECIAL EVENTS 28 16.2 City Special Events 29 17. NO IMPROPER USE 29 18. PRICE SCHEDULES 30 19. NOTICES 31 20. LAWS 31 20.1 Compliance 31 20.2 Governing Law 31 20.3 Equal Employment Opportunity 31 20.4 No Discrimination 32 21. MISCELLANEOUS 32 21.1 No Partnership 32 21.2 Modifications 32 21.3 Complete Agreement 32 21.4 Headings 32 21.5 Binding Effect 32 21.6 Clauses 33 21.7 Severability 33 21.8 Right of Entry 33 21.9 Not a Lease 33 21.10 Signage 33 21.11 Use of the Right-of-Way 33 21.12 Conflict of Interest 34 21.13 Reasonableness 34 21.14 Procedure for Approvals and/or Consents 34 21.15 No Waiver 34 21.16 No Third Party Beneficiary 34 21.17 Attorneys' Fees 34 22. LIMITATION OF LIABILITY 34 23. VENUE 35 24. CONCESSIONAIRE'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW 35 25. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES_ 36 EXHIBITS Exhibit 2.0 38 Exhibit 3.1 49 Exhibit 3.1.1 40 Exhibit 3.1.2.1 41 Exhibit 3.2.1 43 Exhibit A 44 Exhibit B 50 3 CONCESSION AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND THE MARKET COMPANY, INC. FOR MANAGEMENT AND OPERATION OF THE NORMANDY VILLAGE STREET MARKET PURSUANT TO REQUEST FOR PROPOSALS NO. 2013-317ME THIS AGREEMENT made the .73 day of bea ( , 2014, between the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida, having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (hereinafter called "City"), and THE MARKET COMPANY, INC., a corporation established pursuant to the laws of the State of Florida, with offices at 238 East San Marino Drive, Miami Beach, Florida, 33139 (hereinafter called "Concessionaire"). The City hereby grants to the Concessionaire, and the Concessionaire hereby accepts from the City, the exclusive right to operate the following described concession within the Concession Area, as defined herein, in conformance with the purposes and for the period stated herein, and subject to all the terms and conditions herein contained and fairly implied by the terms hereinafter set forth. WITNESSETH WHEREAS, on April 23, 2014, the Mayor and City Commission adopted Resolution No. 2014-28573, accepting the recommendation of the City Manager pertaining to the ranking of proposals, pursuant to Request for Proposals ("RFP") No. 2013-317ME, for the management and operation of street markets, including green markets at Lincoln Road, Collins Park, Normandy Village Isle and South of 5th Street, and an antiques and collectibles market on Lincoln Road; and WHEREAS, Concessionaire, although the sole proposer for the operation of a street market located at 71st Street and Rue Vendome, on the south side of the Normandy Village fountain ("Market"), has been operating this Market since October 1, 2006 and was recommended by the City Manager as the successful proposer; and WHEREAS, Concessionaire and the City have negotiated the foregoing Concession Agreement. 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 right to operate the following described concession within the Concession Area, (as defined herein), in conformance with the purposes and for the period stated herein, and subject to all the terms and conditions herein contained and fairly implied by the terms hereinafter set forth. 4 SECTION 1. TERM. 1.1 This Agreement shall be for an initial term of three (3) years, commencing retroactively on October 1, 2014 (the "Commencement Date"), and ending on September 30, 2017 ("Initial Term"). 1.2 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 two (2) year period, commencing on October 1, 2017, and ending on September 30, 2019 ("Renewal Term"). SECTION 2. CONCESSION AREA. The City hereby grants to the Concessionaire the exclusive right, during the Term of this Agreement, to operate a concession for an open air street market, as described herein, in the following area(s) (hereinafter referred to collectively as the "Concession Area"), as more specifically delineated in Exhibit 2.0 herein: 2.1 Rue Vendome. This Concession Area is limited to the public right-of-way bounded on the south by the north right-of-way line of the 71St Street; bounded on the north by the south right-of-way line of the Normandy Drive; bounded on the west by a line eight(8'0")feet west of, and parallel to the west back-of-curb of Rue Vendome; and bounded on the east by a line twenty feet and six inches (20'6") east of, and parallel to the east back-of-curb of Rue Vendome. The Concession Area does not include those portions of the public right-of-way where fountains, seating, or other public amenities or other uses authorized/licensed/permitted by the City are currently located or may be located in the future. 2.2 Notwithstanding the use of the Concession Area 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. 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: 5 3.1 Concessionaire shall operate and manage an open air street market, commonly known and referred to herein as the "Normandy Village Street Market" (the Market), which shall provide a venue for vendors to sell and/or provide the following (as each is more specifically defined in Section 3.2): a) Arts and Crafts Merchandise; b) Plants and Cut Flowers; c) Fruits, vegetables, and other edible products and related food items; and d) Live Entertainment This shall also generally include the rental of booths, tents, tables, signs or space(s) (collectively the "facilities"), in conformance with the attached site plan (Exhibit 2.0). The City herein approves the rental of the aforestated facilities, and the prices for same, all as set forth in Exhibit 3.1, and as provided in Section 18. Any amendments to Exhibit 3.1 must be approved in writing by the City Manager or his designee and, prior to implementation of same, a new Exhibit 3.1 shall be incorporated herein. As referenced in this Agreement, the City Manager's designee shall be the Director of Tourism, Culture and Economic Development Department. 3.1.1 Facilities Design: The design, type, material, and color of any and all facilities, as defined in Subsections 3.1 and 3.2, shall be approved in writing by the City's Planning Department prior to the Commencement Date of this Agreement. A photo or photo(s) of City-approved facilities is incorporated herein as Exhibit 3.1.1. Thereafter, Concessionaire shall not change, alter, or modify said City-approved design,type, material and color of any facilities without the prior written consent of the City Manager or his designee, and, if so approved, an updated Exhibit 3.1.1 will be made a part of and incorporated into this Agreement. 3.1.2 Placement of Facilities: All respective facilities within the Concession Area shall be placed in accordance with the attached site plan, herein approved by the City and attached hereto and incorporated as Exhibit 2.0 herein. Concessionaire shall not deviate from or alter the approved site plan without the prior written consent of the City Manager or his designee. 3.1.2.1 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 6 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. 3.1.2.2 The Concessionaire's responsibility to comply with the aforementioned provisions in Subsection 3.1.2.1 include, but are not limited to, ensuring that there is an accessible path of travel from the handicap designated parking spaces and public transportation stops within the boundary of, areas associated with, and entrances to Rue Vendome. Concessionaire shall: a) maintain accessible path(s)oftravel that permit the unobstructed access to the entryways of all buildings,facilities, elements and spaces along Rue Vendome, b) maintain an unobstructed accessible path of travel on both the north sidewalk and the south sidewalk of Rue Vendome, and c) maintain an unobstructed accessible path(s) of travel from the north walkway to the south walkway of Rue Vendome. 3.1.2.3 Notwithstanding the above, Concessionaire's responsibility to comply with the requirements of this Section 3.1.2.1 and Section 3.1.2.2 shall be limited to those areas within the Concession Area as provided in Section 2.0 herein. 3.1.3 Set Up: The set up of facilities to be placed within the Concession Area shall be in accordance with the site plan(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 21, 10' X 10', tent spaces as set forth in Exhibit 2.0, attached hereto and incorporated herein. 3.1.4 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 3.1.3, Concessionaire further agrees that, notwithstanding its right to set up its maximum numbers, it will not alter or modify its 7 site plans without the prior written consent of the City Manager or his designee. Notwithstanding the preceding paragraph, City and Concessionaire may, from time to time, meet to review and, subject to City's prior written consent, revise the maximum numbers(as provided for in the Set-Up period) set forth in Subsection 3.1.3. 3.1.5 Interaction and Coordination with Other Normandy Village Operations and Events: Concessionaire agrees and understands that there are other businesses, establishments, operations and events which are ongoing, or may occur from time to time within or in close proximity to, the Concession Area. As such, Concessionaire agrees that it will use its best efforts to cooperate and coordinate with said businesses, establishments, operations and events so as to minimize the impact to the respective parties. 3.1.6 Conflict Resolution: Concessionaire recognizes and understands that conflicts with one or more of the following entities, groups, and/or individuals may arise during the Term of this Agreement, or any extensions thereof: • Conflicts between Normandy Village(or other) Merchants/Businesses and Concessionaire • Conflicts between Vendors and Concessionaire • Conflicts between Vendors and the General Public • Conflicts between General Public and Concessionaire As such, Concessionaire further recognizes and understands that notice of said conflicts may be directed to the attention of Concessionaire or the City. In the event a notice of conflict is communicated to the City, the City will communicate same to the Concessionaire, as soon as practicable. Whenever a conflict arises, upon Concessionaire's receipt of notice of same, whether written or verbal, between any of the aforestated entities, groups, or individuals, with any of Concessionaire's operations, resolution to said conflicts will be addressed in the following manner: 1. Concessionaire shall meet with the conflicted party and endeavor, using its best efforts and good faith, to resolve the conflict to the satisfaction of all parties concerned within fourteen (14) calendar days from receipt of notice. 8 2. In the event the conflict cannot be resolved as stated in Number 1 above,then the Concessionaire shall provide written notice to the conflicted party, (with copy to the City Manager's designee) with a date on which to meet with the City Manager's designee, to address the conflict. At that time, the City Manager's designee will recommend a resolution.The City Manager's designee shall endeavor to set a meeting date within fourteen (14) calendar days of receipt of a copy of the written notice to the conflicted party. 3. In the event the resolution recommended by the City Manager's designee is not acceptable to the Concessionaire or the conflicted party, the City Manager's designee shall inform the City Manager, and provide him with the pertinent details of the conflict. The City Manager may make a determination as to whether he concurs with the designee's recommendation;offer an alternate resolution; or choose to meet with Concessionaire and the conflicted party to get additional information prior to making a final determination. Notwithstanding the foregoing,the City Manager's final determination, will be binding upon Concessionaire, and Concessionaire shall agree to be bound by same. 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. 3.1.7 The condition and quality of Concessionaire's facilities shall at all times be maintained in a manner that is consistent with the condition and quality of similar facilities in first class open air markets located in other world class areas. It is the City's intent, and Concessionaire hereby agrees and acknowledges same, to develop and promote world class open air street market facilities and operations that would be comparable to those found in other world class public areas. Accordingly, Concessionaire shall not only, at a minimum, ensure that all facilities placed within the Concession Area are well maintained and in usable condition, but shall adhere, as indicated in this Subsection, to high ongoing maintenance standards for same consistent with the aforementioned condition and quality. 3.1.8 Quality of goods and services offered will be first-rate and comparable to that available in open air markets in other world class areas on par with the City of Miami Beach or, at a minimum, to the quality and pricing of goods and services provided by privately owned businesses selling like goods and services within the City of Miami Beach. 9 3.1.9 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. 3.1.10 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 sole discretion, deems that there is a decrease in demand for the concession operations, or if the Concessionaire provides the City with written notice that it is desirous of reducing its hours of operation, (i) the City shall provide Concessionaire with a minimum of two (2)weeks prior written notice, requesting the specific decrease in Concessionaire's operation,or(ii) Concessionaire shall provide the City with, at minimum, two weeks prior written notice, requesting to reduce said hours, for the City's written approval (which shall not be unreasonably withheld) prior to implementing said schedule of reduced hours of operation. Said notice to the City shall include the newly proposed schedule of operation. In the event the City requests that Concessionaire decrease its operations pursuant to this Subsection, then the partial termination provisions of Subsection 13.6.3 shall apply. Similarly, if Concessionaire is desirous of increasing its hours of operation in the Concession Area then, in that event, the Concessionaire shall obtain the City's prior written consent. Concessionaire agrees and acknowledges that any Concessionaire requested reduction in the scheduled hours of operation as may be provided herein shall not in any way reduce Concessionaire's financial responsibility to the City, as required in Section 4, except if same is deemed by the City to be a partial termination pursuant to Subsection 13.6.3. 3.2 Permitted Concession Operations / Uses. 3.2.1 Arts and Crafts: Arts and Crafts shall be defined as goods and items that are individually hand-crafted and not commercially mass produced. Arts and Crafts shall generally include, but are not limited to, the sale of those goods and items identified in Exhibit 3.2.1. Any amendments to Exhibit 3.2.1, as to changes and/or additions of goods and items to be offered for sale, must be approved in writing by the City Manager or his designee, prior to such changes and/or additions being implemented and a new updated Exhibit 3.2.1 will be incorporated into this Agreement. 10 3.2.2 Cut Flowers and Plants: This shall generally include the sale of flowers, either individually or in bunches that have been cut from their base, and potted plants. 3.2.3 Fruits, Vegetables, Other Edible Products: This shall generally include the sale of those edible items defined as, and generally including, fresh fruits, dried fruits, vegetables, nuts, preserves, pickled items, jams, jellies, juices, smoothies, non- alcoholic, non-commercially produced beverages (i.e. lemonade, smoothies, ice tea), and non-alcoholic Coca-Cola brand name beverages and coffee products as set forth in Exhibit"B"incorporated herein. 3.2.4 Cooked and Prepared Food Items: This shall generally include the sale of prepared and cooked food items, including, but not limited to, ethnic cuisine, pastas, salads, cooking demonstrations, etc., and ready-to-eat foods items such bar- be-cue, hamburgers and hotdogs. 3.2.5 Live Entertainment: 3.2.5.1 Any live entertainment that is provided by Concessionaire shall be limited to: solo, duo and/or trio performers, unless otherwise approved, in writing, by the City Manager or his designee. 3.2.5.2 For purposes of this Agreement,the term"performers"shall include individuals who provide live non-amplified entertainment by means of musical instruments, singing, dancing,theatrical and dramatic interpretation, mimes, etc. Notwithstanding, the foregoing, Concessionaire must comply with City and Miami-Dade County Noise Ordinance(s), and any other applicable regulation, at all times. 3.2.6 In the event that the City Manager or his designee determines, at his sole option and discretion, that all or a portion of Concessionaire's proposed uses, pursuant to Subsection 3.1 and as defined in Section 3.2, are no longer desired,then the City may revoke Concessionaire's right to provide all or a portion of said uses,without cause, upon thirty (30) days written notice to Concessionaire. Any percentage of gross paid by Concessionaire(pursuant to Subsections 4.2 and 4.3)to City with regard to a delete/discontinued use, shall be prorated and/or adjusted accordingly as of the date of termination of said use, and no further payment shall be required for same during the term of this Agreement, unless the City reinstates the use, at which time the payment provisions of Subsections 4.2 and 4.3 shall once again apply. 11 3.3 Intentionally Omitted. 3.4 Intentionally Omitted. 3.5 Intentionally Omitted. 3.6 Off-Duty Police / Field Monitor/ Parking. 3.6.1 Off-Duty Police: Concessionaire agrees to provide Off-duty Police services as same is required pursuant to City of Miami Beach policy or as may be required in accordance with applicable law. At this time, given the conditions at the Normandy Village Street Market, an Off-duty Police service ("Policing Service") shall not be required; however, hereafter, should the City Manager, in his sole discretion, deem that Policing Service is warranted, the City Manager shall so notify Concessionaire and Concessionaire shall immediately thereafter implement the requisite Policing Service. 3.6.2 Field Monitor: Monitoring Fee. 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 at the Market. 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 two (2)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 Parking (Bagging Parking Meters). If the use of parking spaces at the Concession Area is required in connection with the operation of the Market, Concessionaire will be required to pay the City for any parking meters bagged. 3.6.4 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. 12 3.7 Vendor Selection / First Priority to Miami Beach Merchants. 3.7.1 Within thirty . (30) days from the. Commencement Date of this Concession Agreement, and for a period of thirty(30)days thereafter, the Concessionaire shall offer Miami Beach licensed merchants the opportunity to participate (a booth space in the Market) as vendors before opening its search to the general public or other networks.The Concessionaire will establish this "pool" and will also serve as the clearinghouse for booth availability and vendor applicants. The Concessionaire shall commit to use this clearinghouse during the initial availability of booth space before expanding its search to other networks. The Concessionaire will use best efforts to ensure that all Miami Beach licensed merchants are contacted and that announcements regarding booth availability are disseminated throughout the City of Miami Beach, as quickly as possible so as to take optimum advantage of the thirty (30) day availability period, including but not limited to, advertising in a local newspaper, placing information on the Market or other websites, or other similar efforts. Notwithstanding any other provision of this Agreement, Miami Beach licensed merchants who choose to participate in the Market must comply with the Permitted Concession Operations/ Uses, as defined in Subsection 3.2 herein, and shall not be permitted to sell and/or otherwise display or exhibit goods and items that are not permitted under Subsection 3.2. The Concessionaire will make itself available to answer any questions potential applicants may have about the Market. 3.7.2 Notwithstanding the foregoing, and for purposes of this Section 3.7, in the event that the number of responsive Miami Beach licensed merchants desirous of participating in the Market would cause Concessionaire to displace any vendors who have been and are currently and actively participating in the Market as of the date of execution of this Agreement, and such displacement is directly due to lack of available space within the Concession Area, then in such event Concessionaire and the City agree to meet and discuss, in good faith, and make reasonable efforts to resolve this matter. It is understood by the parties herein, that the intent of this Subsection 3.7 is not to displace vendors who are currently and actively participating in the Market but to provide opportunities for those Miami Beach licensed merchants who desire to participate in the Market. 13 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 of its facilities or other items used in the concession operations will be removed from the public right-of- way/Concession Area and said removal shall be done on a daily basis, in compliance with the time parameter(s) set forth in Subsection 9.2 herein. 3.9 Hurricane Evacuation Plan. Concessionaire agrees that all its facilities or other items used in the concession operations will be removed from the public right-of- way/Concession Area and said removal shall immediately begin no later than upon the issuance of a Hurricane Warning by the Miami-Dade County Office of Emergency Management, and stored at a private, off-site location. 3.10 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 One Thousand Two Hundred and 00/100 ($1,200.00) 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. The parties agree and acknowledge that the foregoing condition is intended to be a condition subsequent to the City's approval of this Agreement. Accordingly, in the event that Concessionaire does not satisfy the aforestated condition within the time periods provided herein, then the City Manager or his designee may immediately,without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to him for breach of contract. 14 4.2 Percentage of Gross (PG) vs. Minimum Guarantee (MG). During the Initial Term, and any Renewal Term, of the Agreement, Concessionaire shall pay the City, on a monthly basis, and within thirty(30) calendar days from the end of each month during the term herein,an amount equal to fifteen (15%) 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 remitted to the taxing or other governmental authority. Except as otherwise provided, with regard to a special event under Subsection 16.1 hereof in which Concessionaire is not permitted to continue operating, the pro-rata share due to the City for the event days will be abated. 4.3 Minimum Guarantee (MG). Notwithstanding the PG payment required pursuant to Subsection 4.2, and in consideration of the City executing this Agreement and granting the rights provided in this Agreement, Concessionaire shall pay to the City a Minimum Guaranteed Annual Concession Fee (MG)of Four Thousand One Hundred and 00/100($4,100.00) Dollars for the Initial Term, and shall be paid annually in accordance with Sections 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, on an annual basis, the difference between the PG amount and the MG amount, no later than thirty (30) days from the end of each fiscal year during any Term hereunder. In the event that the City, at its sole discretion, chooses to extend the term of this Agreement for the additional two (2) year Renewal Term, the Renewal Term MG shall be automatically increased, by five percent (5%) from the Initial Term's MG, and shall be due and payable to the City, in accordance with Sections 4.2 and 4.3, as applicable. 4.4 Cost for Use of Electricity. Concessionaire shall also remit to the City, along with its monthly payments required under Section 4.2, an amount equal to five dollars ($5.00) Dollars per Market day, plus applicable sales and use tax, 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 highest rate allowed by Florida law, whichever is less, from the due date of 15 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 equal to 15% of the Concessionaire's gross receipts ("PG"), in connection with the Parking, Electricity, Off Duty Police and/or Field 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 Section 3.6 ("Off-Duty Police/Field Monitor/Parking") and Section 4.4 ("Cost for Use of Electricity"), (collectively referred to herein as "Pass-through Costs") of the Normandy Market 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 designee upon reasonable prior request and during normal business hours. Such records and accounts shall include a breakdown of gross receipts, expenses, and profit and loss statements and such records shall be maintained as would be required by an independent CPA in order to audit a statement of annual gross receipts and profit and loss statement pursuant to generally accepted accounting principles. A monthly report of gross receipts must be submitted to the City, through the Finance Department's Revenue Manager, to be received no later than thirty (30) days after the close of each month. SECTION 6. INSPECTION AND AUDIT. Concessionaire shall maintain its financial records pertaining to its operations for a period of three (3) years after the conclusion of the Initial Term, or (if approved) the Renewal Term, and such records shall be open and available to the City Manager or his designee, as deemed necessary by the City Manager or his designee. Concessionaire shall maintain 16 all such records at its principal office, currently located at 238 East San Marino Drive, Miami Beach, Florida, 33139 or, if moved to another location, all such records shall be relocated,at Concessionaire's expense, to a location within the City of Miami Beach,within ten (10) days written notice from the City that the City desires to review said records. The City Manager or his designee shall be entitled to audit Concessionaire's records pertaining to its operation as often as it deems reasonably necessary throughout the term of this Agreement, and three(3)times within the three(3)year period following termination of the Agreement, regardless of whether such termination results from the natural expiration of the term or for any other reason. The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five percent (5%)or more in Concessionaire's statement of gross receipts for any year or years audited, in which case the firm shall pay to the City, within thirty (30) days of the audit being deemed final (as specified below), the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest; provided, however,the audit shall not be deemed final until Concessionaire has received the audit and has had a reasonable opportunity to review the audit and discuss the audit with the City. Nothing contained within this Section shall preclude the City's audit rights for resort tax collection purposes. Concessionaire shall submit, within ninety (90) days from the end of each calendar year during the Initial Term(and, if approved,the Renewal Term), an audited annual statement of gross receipts for the Market covering the prior fiscal year, in a form consistent with generally accepted accounting principles. It is Concessionaire's intent to stay informed of comments and suggestions by the City regarding Concessionaire's performance under the Agreement.Within thirty(30)days after the end of the Initial Term (and, if approved, the Renewal Term), Concessionaire and City may meet to review Concessionaire's performance under the Agreement. At the meeting, Concessionaire and City may discuss quality, operational, maintenance and any other issues regarding Concessionaire's performance under the Agreement. SECTION 7. TAXES, ASSESSMENTS, AND UTILITIES. 7.1 Concessionaire agrees to and shall pay before delinquency all taxes (including but not limited to resort taxes) and assessments of any kind assessed or levied upon Concessionaire by reason of this Agreement or by reason of the business or other activities and operations of Concessionaire upon or in connection with the Concession Area. Concessionaire will have the right, at its own expense, to contest the amount or validity, in whole or in part, of any tax and/or assessment by appropriate proceedings diligently conducted in good faith. Concessionaire may refrain from paying a tax or assessment to the extent it is contesting the assessment or imposition of same in a manner that is in accordance with law; provided, however, if, as a result of such contest, additional delinquency charges become due, Concessionaire shall be responsible for such delinquency charges, in addition to payment of the contested tax and/or assessment if so ordered. Concessionaire shall also pay for any fees imposed by law for licenses or 17 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 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 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. 18 8.3 The Concessionaire shall have an experienced manager or managers overseeing the concession operations at all times. SECTION 9. SCHEDULE OF OPERATION. Concessionaire's operations shall be open on the Concession Area, in accordance with the schedule outlined below, weather or events of force majeure permitting. 9.1 Dav(s) of Operation: Saturdays only 9.2 Operating Hours: Set-Up: Must not begin earlier than 6:00 AM and end by 10:00 AM Market operating hours: Daylight Savings Time: 9:00 AM to 6:00 PM Eastern Standard Time: 9:00 AM to 5:00 PM Move-Out: Daylight Savings Time: 5:00 PM to 7:00 PM Eastern Standard Time: 4:00 PM to 6:00 PM Any change in the day(s)or hours of operation require the prior written consent of the City Manager including, but not limited to, change in the days and hours of operation requested pursuant to Subsection 3.1.10. SECTION 10. MAINTENANCE. 10.1 The Concessionaire accepts the use of the Concession Area provided in this Agreement in its "as is" condition. Concessionaire assumes sole responsibility and expense for maintenance of the Concession Area and its facilities therein. This shall include daily removal of litter, garbage and debris, said removal to be the sole responsibility and expense of Concessionaire. Daily maintenance shall be accomplished on all days and hours Concessionaire operates. Concessionaire agrees, also at its sole cost and expense, to pay for all garbage disposal generated by its operations. 10.2 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 19 and debris within the Concession Area, shall be accomplished by the end of the day on all days on which the Concessionaire operates, and shall be the sole responsibility of the Concessionaire. Any costs for removal of the contents of said trash receptacles by the City, because of the Concessionaire's failure to do the same, will be charged to, and become the responsibility of, the Concessionaire. The dumping or disposal of any refuse, discards, trash or garbage, generated by, or as a result of the concession operations, into any City trash receptacles by the Concessionaire (including its staff, employees and/or vendors)shall be strictly prohibited..Determination of the "number" of receptacles shall at all times be within the City's sole discretion, and Concessionaire shall agree to be bound by same. 10.3 Pressure Cleaning. Concessionaire shall reimburse 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$25.00 per quarter. 10.4 Facilities. Intentionally Omitted. 10.5 Orderly Operation. The Concessionaire shall have a neat and orderly operation at all times and shall be solely responsible for the necessary housekeeping services to properly maintain the Concession Area and all facilities incident thereto.The Concessionaire shall make available all operations and facilities within the Concession Area (including but not limited to vendor facilities) for examination during days and hours of operation by the City Manager or his authorized representative. 10.6 No 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 Commencement Date, shall indemnify and hold City harmless from any loss, damage, cost, or expense of the City, including,without limitation, reasonable attorney's fees, incurred as a result of, arising from, or connected with the placement by Concessionaire, and/or its employees, vendors, agents and/or subcontractors, after the Commencement Date, but during the term of 20 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 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 Concessionaire's employees, vendors, patrons, guests, invitees, and/or other third parties. 10.8 Vehicles on the Public Right-of-Way. Concessionaire's employees,vendors, patrons,guests, invitees, and/or other third parties vehicles and/or trailers shall only be allowed on the street adjacent to Concession Area/public right-of-way for purposes of setting up the concession operations, and to remove same at the close of operations each day, and any and all such vehicles for purposes thereon must be removed from the public right-of-way immediately thereafter. Concessionaire shall contractually require that anyone operating a vehicle for,or on behalf of Concessionaire and/or its employees, agents, and/or vendors, must have a current valid Florida Driver's License. Said set-up and move-out operations shall only be permitted during regular hours for same, pursuant to Subsection 9.2 herein, and shall be completed safely and expeditiously. No vehicular traffic or parking will be permitted on the public right-of-way during concession hours of operation, pursuant to Subsection 9.2 herein.Access to the public right-of-way shall only be permitted via specifically designated points authorized for such use and the nearest authorized access to a concession vendor's operation. Vehicles operated on the public right-of-way shall not exceed 5 M.P.H. and shall only operate in the immediate vicinity of the concession, or to-and-from the nearest predetermined and assigned access point. After transporting facilities, goods, merchandise, equipment, and/or other items to the Concession Area, the vehicles shall be removed from the public right-of-way and parked in a legally authorized location. Driving on the public right-of-way shall be kept to a minimum. No vehicular traffic will be permitted on the public right-of-way, at any time or for any purpose, other than as stated herein. 21 1 Vehicle operator must inspect the vehicles perimeter and surrounding area, prior to turning the vehicles ignition switch, to assure a clear path of egress and only proceed with extreme caution. 10.9 Inspection. The Concessionaire agrees that the Concession Area and all facilities and operations thereon, including but not limited to vendor booths, may be inspected at any time during days and hours of operation by the City Manager or his designee, or by any other Municipal, County, State officer,or agency having responsibilities for inspections of such operations. The Concessionaire hereby waives all claims against the City for compensation for loss or damage sustained by reason of any interference (which interference, if by the City, must be reasonable) with the concession operation by any public agency or official in enforcing their duties or any laws or ordinances. Any such interference(which interference, if by the City, must be reasonable) shall not relieve the Concessionaire from any obligation hereunder. SECTION 11. INSURANCE. Concessionaire shall maintain, at its sole cost and expense, the following types of insurance coverage at all times throughout the term of this Agreement. a. Comprehensive General Liability in the minimum amount of One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage. This policy must also contain coverage for premises operations, products and contractual liability. b. Workers Compensation Insurance shall be provided as required under the Laws of the State of Florida. c. Automobile Insurance for any vehicles used for, or associated with concessionaire's operations shall be provided covering all owned, leased, and hired vehicles and non-ownership liability for not less than the following limits: Bodily Injury $1,000,000 per person Bodily Injury $1,000,000 per accident Property Damage $1,000,000 per accident Failure to procure or maintain the required insurance program shall, at the City's discretion, either(i) constitute an automatic default of the Concession Agreement under which the City may, upon written notice to Concessionaire, immediately terminate the Agreement; or (ii) the City, in its sole discretion, may obtain the insurance itself, in which case said insurance shall be charged back to the Concessionaire as provided in the following paragraph. 22 • The policies of insurance referred to above shall not be subject to cancellation or changing coverage except upon at least thirty (30) days prior written notice to the City, and then only subject to the prior written approval of the City Manager or his designee. Prior to the Commencement Date of this Agreement, Concessionaire shall provide City with a Certificate of Insurance for each such policy. ALL POLICIES SHALL NAME THE CITY OF MIAMI BEACH FLORIDA AS AN ADDITIONAL NAMED INSURED. All such policies shall be obtained from companies authorized to do business in the State of Florida with an A.M. Best's Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and any replacement or substitute company shall also be subject to the approval of the City's Risk Manager. Should Concessionaire fail to obtain, maintain or renew the policies of insurance referred to above, in the required amounts, the City may, at its sole discretion, automatically terminate this Agreement or, in the alternative, deem to obtain such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by Concessionaire to City, plus ten percent(10%)of the amount of premiums paid to compensate City for its administrative costs. If Concessionaire fails to repay City's expenditures within fifteen(15)days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12%) until paid, or, at its option, the City may declare the Agreement in default pursuant to Section 13 herein. SECTION 12. INDEMNITY. 12.1 In consideration of a separate and specific consideration of Ten($10)Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify, hold harmless and defend the City, its agents, servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of error, omission, or negligent act of Concessionaire, and/or its vendors, agents, servants, employees and/or subcontractors and/or subconcessionaires in the performance of services under this Agreement. 12.2 In addition, in consideration of a separate and specific consideration of Ten ($10) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify, hold harmless and defend the City, its agents, servants or employees, from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of Concessionaire, and/or its vendors, agents, servants, employees and/or subcontractors and/or subconcessionaires, not included in the paragraph in the Subsection above and for which the City, its agents, servants or employees are alleged to be liable. 12.3 Subsections 12.1 and 12.2 shall survive the termination or expiration of this Agreement. Subsections 12.1 and 12.2 shall not apply, however,to any such liability, that arises as a result of the willful misconduct or gross negligence of the City, its agents, servants or employees. 23 12.4 Subrogation. The terms of insurance policies referred to in Section 11 shall preclude subrogation claims against Concessionaire, the City and their respective officers, employees and agents. 12.5 Force 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. 12.6 Labor Dispute. In the event of a labor dispute which results in a strike, picket or boycott affecting the Concession Area or operation described in this Agreement, Concessionaire shall not thereby be deemed to be in default or to have breached any part of this Agreement, unless such dispute shall have been caused by illegal labor practices or violations by Concessionaire of applicable collective bargaining agreements and there has been a final determination of such fact which is not cured by Concessionaire within thirty (30) days. 12.7 Waiver of Loss from Hazards. The Concessionaire hereby expressly waives all claims against the City for loss or damage sustained by the Concessionaire resulting from fire, water, natural disasters/acts of God (e.g. hurricane,tornado, etc.), civil commotion, riot, or any other Force Majeure contemplated in Subsection 12.5 and Labor Dispute in Subsection 12.6 above, and the Concessionaire hereby expressly waives all rights, claims, and demands against the City and forever releases and discharges the City of Miami Beach, Florida, from all demands, claims, actions and causes of action arising from any of the aforesaid causes. SECTION 13. DEFAULT AND TERMINATION. Subsections 13.1 through 13.3 shall constitute events of default under this Agreement. An event of default by Concessionaire shall entitle City to exercise any and all remedies described as City's remedies under this Agreement, including but not limited to those set forth in Subsection 13.4.An event of default by City shall entitle Concessionaire to exercise any and all remedies described as Concessionaire's remedies under this Agreement, including but not limited to those set forth in Subsection 13.5. 24 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 fails to perform or observe any of the covenants, terms or provisions under this Agreement, and such failure continues thirty (30) days after written notice thereof from the other party hereto, such non-defaulting party may immediately or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. In the event that a default is not reasonably susceptible to being cured within such period, the defaulting party shall not be considered in default if it shall, within such period, commence with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default, but in no event shall such extended cure period exceed ninety(90)days from the date of written notice thereof. In the event Concessionaire cures any default pursuant to this Subsection, it shall promptly provide City with written notice of same. 13.4 City's Remedies for Concessionaire's Default. If any of the events of default, as set forth in this Section 13, shall occur, the City may, after notice (if required) and the expiration of cure periods (as provided above), at its sole option and discretion, institute such proceedings 25 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, including all or a portion of the Concession Area, which may entail a closure of all or a portion of the right-of-way and Concession Area, at the City Commission's sole discretion. In the event that the City closes down the right-of-way, or any other portion of the Concession Area, for the purpose of 26 undertaking a capital improvement plan thereon, then the parties agree that that portion of the Agreement referencing said individual Concession. Area shall be partially terminated for convenience, without cause and without penalty to either party, and only as to that portion of the Concession Area which has been closed. Such a termination shall become effective upon thirty(30) days prior written notice to Concessionaire. 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 (or portion thereof in the event of a partial termination) in the same condition as the Concession Area was prior to the commencement of this Agreement, reasonable wear and tear excepted. Concessionaire shall remove all its facilities, equipment,fixtures, personal property, etc. upon two (2) hours written notice from the City Manager or his designee unless a longer time period is agreed to by the City. Concessionaire's obligation to observe or perform this covenant shall survive the expiration or other termination of this Agreement. Continued occupancy of the Concession Area (or portion thereof)after termination(or partial termination)of the Agreement shall constitute trespass by the Concessionaire, and may be prosecuted as such. In addition, the Concessionaire shall pay to the City One Thousand ($1,000) Dollars per day as liquidated damages for such trespass and holding over. 27 SECTION 14. PERFORMANCE BOND OR ALTERNATE SECURITY. Intentionally Omitted. SECTION 15. ASSIGNMENT. Except as otherwise provided in this Subsection,or in the Agreement, Concessionaire shall not assign, sublease, grant any concession or license, permit the use of by any other person other than Concessionaire, or otherwise transfer all or any portion of this Agreement and/or of the Concession Area (all of the forgoing are herein after referred to collectively as "transfers"), without the prior written consent of the City. Concessionaire shall notify the City Manager or his designee of any proposed transfer, prior to consummation of same and the City or the City Manager or his designee, as applicable, shall respond within thirty (30) days. In the event that any such transfer is approved, the transferee shall agree to be bound by all the covenants of this Agreement required of the transferor hereunder.Any transfer made without complying with this Section shall be null, void, and of no effect and shall constitute an act of default under this Agreement. Notwithstanding any such consent, or any permitted transfer under any provision of this Section, unless expressly released by the City, Concessionaire shall remain jointly and severally liable (along with each approved transferee, who shall automatically become liable for all obligations of the transferor hereunder with respect to that portion of the Agreement so transferred), and the City shall be permitted to enforce the provisions of this Agreement directly against Concessionaire or any transferee of the Concessionaire without proceeding in any way against any other person. For purposes of this Section 15, Concessionaire's selection of vendors for the Market shall not be deemed a transfer. SECTION 16. SPECIAL EVENTS. 16.1 Concessionaire's proposed uses, as set forth in Section 3 herein, do not contemplate the production, promotion or sponsorship by the Concessionaire of special events in any portion of the Concession Area. In the event Concessionaire does produce, promote or sponsor a special event in the Concession Area, it shall abide by the City's Special Events Permit Requirements and Guidelines, as same may be amended from time to time. 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, Culture and Economic Development. The City Manager's authorization must be obtained for any such special event. The City Administration shall evaluate requests for Special Events Permits on a case by case basis, in accordance with the City's Special Event Permit Requirements and Guidelines, as same may be amended from time to time. 28 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. 16.2 City Special Events. Notwithstanding Subsection 16.1 above, and in the event that the City, at its sole discretion, deems that it would be in the best interest of the City,the City reserves the right to displace the Concessionaire for City produced special events and/or other City produced productions. In such cases, the City may request that the Concessionaire cease and desist operations during the term of, and in the area of, the special event and/or production, and the Concessionaire shall cease and desist during said term. In the event that it is determined, via a contract year end-review, that ceasing and desisting of concession operations, as stated herein, results in a decrease to the estimated gross revenues derived by the Concessionaire, then Concessionaire's MG amount due to the City, pursuant to Section 4.3, shall be reduced proportionately equal to the percentage of reduced hours of operation caused by said special event and/or production. If the Concessionaire is not required to close, or chooses to remain open without interference to the special event and/or production, Concessionaire agrees to cooperate with the City. If the Concessionaire is allowed to remain open during special events and/or productions, the Concessionaire may be allowed to have in operation its normal daily complement of facilities and vendors.."Normal"shall be defined as facilities and vendors, as approved by the City, that the Concessionaire has available for the public on a normal business day. Such facilities and vendors shall not be increased or altered during special events and/or productions without the prior written permission of the City Manager or his designee. To the extent that the normal business day complement of facilities and vendors is displaced by the special event and/or production, the Concessionaire may reallocate such displaced facilities and vendors on a pro-rata basis within an area of the Concession Area not being utilized by the special event and/or production. 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. 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 29 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 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 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 (Section 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 City shall have the final right of approval for all such prices and changes, but said right shall not be arbitrarily or unreasonably exercised. The Concessionaire agrees to refrain from the sale or rental of any item identified as prohibited by City law and/or other applicable law and to sell only those items approved by the City. SECTION 19. NOTICES. All notices from the City to the Concessionaire shall be deemed duly served upon receipt, if mailed by registered or certified mail with a return receipt to the Concessionaire at the 30 following address: Ms. Claire Tomlin The Market Company, Inc. 238 East San Marino Drive Miami Beach, FL 33139 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: Director of Tourism, Culture and Economic Development Department City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 The Concessionaire and the City may change the above mailing address at any time upon giving the other party written notification. All notices under this Concession Agreement must be in writing. SECTION 20. LAWS. 20.1 Compliance. Concessionaire shall comply with all applicable City, Miami-Dade County, State, and Federal ordinances, statutes, rules and regulations, including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations. 20.2 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. 31 Concessionaire will take affirmative steps to utilize minorities and females in the work force and in correlative business enterprises. 20.4 No Discrimination. The Concessionaire agrees that there shall be no discrimination as to race, sex, sexual orientation, color, creed, national origin,familial status, religion or handicap, in its employment practice or in the operations referred to by this Concession Agreement; and further, there shall be no discrimination regarding any use, service, maintenance,or operation within the Concession Area. All concession operations and services offered shall be made available to the public, subject to the right of the Concessionaire and the City to establish and enforce rules and regulations to provide for the safety, orderly operation and security of the operations and the facilities. 20.4.1 Pursuant to Sections 62-90 and 62-91, of Chapter 62, of the Miami Beach City Code entitled "Human Relations", Concessionaire, by executing this Agreement, certifies that it does not discriminate in its membership or policies based on race, color, national origin, religion, sex, sexual orientation, familial status or handicap. SECTION 21. MISCELLANEOUS. 21.1 No Partnership. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the City and Concessionaire. 21.2 Modifications. This Agreement cannot be changed or modified except by agreement in writing executed by all parties hereto. Concessionaire acknowledges that no modification to this Agreement may be agreed to by the City unless approved by the Mayor and City Commission except where such authority has been expressly provided herein to the City Manager or his designee. 21.3 Complete 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. 32 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 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 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 33 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. Intentionally Omitted. 21.14 Procedure for Approvals and/or Consents. Intentionally Omitted. 21.15 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. 21.16 No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, including, but not limited to subconcessionaires, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement. 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 Ten Thousand ($10,000) Dollars. Concessionaire hereby expresses its willingness to enter into this Agreement with a $10,000 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 34 excess of$10,000, 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). 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. 35 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. Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August 2, 2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in connection with any City contract, lease, concession agreement or Special event permit. Additionally, pursuant to Section 82-385 of the City Code, as may be amended from time to time, no polystyrene food service articles will be allowed in the right-of-way, and no polystyrene food service articles can be provided to sidewalk café patrons. Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more particularly defined as blown polystyrene and expanded and • extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of techniques including, but not limited to, fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion-blown molding (extruded foam polystyrene). Expanded polystyrene food service articles means plates, bowls, cups, containers, lids, trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene. 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. Additionally, Concessionaire agrees to comply(and ensure compliance by its vendors)with Section 46-92 (c) of the City Code, which states that it is unlawful for any person to carry any expanded polystyrene product onto any beach or into any park within the City or for any business to provide plastic straws with the service or delivery of any beverage to patrons on the beach. 36 (REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK) IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their agreement. PASSED AND ADOPTED THIS 25 Dec -e ' , 2014. Attest:` \. .'' OF MIA �I BEACH It 2 • 3* INC Ioo Ra ael E. Granado, City Clerk ....... '. . Morales, City Manager Witness: THE MARKET COMPANY, INC. Evan' aass, ecretary Claire Tomlin, President APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION City Attorney ,, D to 37 1 1 EXHIBIT 2.0 Site Plan • "PG F Z..0 y NORMANDY DRIVE S ' 'NJ 416k•:•:'-'-'•:•:•::•::.:.:.:-.... -- ___,,,, - - \Nip- I,,,,,. ,..,, • , r .....:::::::.... -41,4r4 ------ ...iik -id■ Alb.' NN, Iti 411111 -111111k ';i:::;i:i::::i::' Alhb- _____—--' lytat. GAL :::::i::,i,:. .:::::: .\\'-'441r4a '1141 , Plik Adh■ ..„1 ‘ Iltik. \-1"..._ I..., --.46.7iiiik AIL .OIL - Atik 111111V elk -.4,. „look - NIIVPIP 1p t - -A,,Ntik\ PP • ..>„srtgrami, lirp*Niiiik, , .:. 117-,Alr- NPF- ..iii:. .filik _ k *:i .:::. Ilirle."-Ii= .,011A.. \I41\114,,ser ''.*:::. 7 \ —..,111:1071 N.PIP' - LEGEND v:tv cotes&aN�rsr ':;:`;�� �� -�"' -__-;••:•:•:::........:.,...,:..,. •Nalp,_\_.---4-0 ::•:•:":•:•:•::•:.:.:..:.Nw :.:..:i.ii.:. i.:...:.::.•..:::::::::.:.:.:.:::. .:.ii.i .:::. 4fiapp7 5.S • 38 Exhibit 3.1 FY 2015 Fee Schedule - Normandy Village Year Round Fee Schedule Fee Tax Subtotal Ins Parking Monitor Elect Total Plants Includes the following: Large Plants/Brubs,Trees $ 42.06 $ 2.94 $ 45.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 68.00 Bonsai,Topiary, Christmas Medium Size $ 42.06 $ 2.94 $ 45.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 68.00 Trees, Herbs&spices, other Small Size $ 31.78 $ 2.22 $ 34.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 57.00 Garden Display(40 feet) $ 104.67 $ 7.33 $ 112.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 135.00 Water Garden(15 feet) $ 62.62 $ 4.38 $ 67.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 90.00 Orchids New or Established $ 62.62 $ 4.38 $ 67.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 90.00 Cut Flowers Two Booths $ 71.03 $ 4.97 $ 76.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 99.00 One Booth $ 42.06 $ 2.94 $ 45.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 68.00 Smoothies, Fruit Juices& Lemonade $ 52.34 $ 3.66 $ 56.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 82.00 FruitsNeg Seven Booths $ 130.83 $ 9.16 $ 139.99 $ 8.01 $ 16.00 $ 5.00 $ 5.00 $ 174.00 Six Booths $ 119.63 $ 8.37 $ 128.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 154.00 Five Booths $ 105.61 $ 7.39 $ 113.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 139.00 Four Booths $ 91.59 $ 6.41 $ 98.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 124.00 Three Booths $ 77.57 $ 5.43 $ 83.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 109.00 Two Booths $ 63.55 $ 4.45 $ 68.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 94.00 One Booth $ 49.53 $ 3.47 $ 53.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 79.00 Handmade Jewelry Established $ 36.45 $ 2.55 $ 39.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 62.00 Fine Jewelry Established $ 71.96 $ 5.04 $ 77.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 100.00 Ethnic Products, i. e. clothing Established $ 55.14 $ 3.86 $ 59.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 82.00 Incense,etc. Established $ 36.45 $ 2.55 $ 39.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 62.00 Bread(Can have other baked) Established $ 55.14 $ 3.86 $ 59.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 85.00 Baked Goods(Not Bread) Established $ 49.53 $ 3.47 $ 53.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 79.00 Jams,Jellies,etc. Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Guacamole Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Honey Established $ 36.45 $ 2.55 $ 39.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 62.00 Nuts Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Oils/MarinadesNingers Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Handmade Potpourri Established $ 36.45 $ 2.55 $ 39.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 62.00 Natural Handmade Soaps Established $ 36.45 $ 2.55 $ 39.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 62.00 Vegan Products Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Fish&Shellfish(food) Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Cheese Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Handmade Candies Established $ 36.45 $ 2.55 $ 39.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 62.00 Pop Corn Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Kettle Corn Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Organic Food Products Established . $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Handmade Food Products Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 Vegetarian Soy Products Established $ 36.45 $ 2.55 $ 39.00 $ 8.00 $ 8.00 $ 5.00 $ 5.00 $ 65.00 New Vendor Maximum Time 2 Months $ 28.97 $ 2.03 $ 31.00 $ 5.00 $ 8.00 $ 5.00 $ 5.00 $ 54.00 Note:Sometimes a percentage is applied based upon space use. Example: 1/2 booth. Note: Rain discounts up to 50%are approved by the City of Miami Beach 39 EXHIBIT 3.1 .1 (Facilities Design) • ,--, mei III 'I to" II it %rt.mirl 6 ^ ■11111 42 4.'..,)pi-I i.L.T- . ..., 1. .ow tzlit'—' ifi''.....:4. __ 1 o" iii ilt . £,N, I Rill P -___ f 40 EXHIBIT 3.1 .2.1 (Special Events Disability Access Punch List) (Page 1 of 2) 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 on- 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 Event Producer, or under the Event Producer's supervision, must have no abrupt change in level in excess of 34 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 34 inch. Any change exceeding 1/4 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 41 EXHIBIT 3.1 .2.1 (Special Events Disability Access Punch List) (Page 2of2) displayed higher than 48 inches, merchant must provide assistance to disabled customers in order to reach items. 8; All vendor spaces shall be located on an accessible route that is a minimum of 44 inches wide. 9. If tables and seating are provided for 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 shad 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 shall be from 28 inches to 34 inches above the finish floor or ground. 11. here 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. 42 EXHIBIT 3.2.1 Normandy Village Street 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. Products listed as part of this Exhibit are not intended to be outside of the stated definitions of Arts and Crafts; individually hand-crafted and not commercially mass produced,Cut Flowers and Plants;and Fruits,Vegetables,Other Edible Products.Edible Products must not include commercially-made products. Baked Goods Bonsai Candles Cheese Christmas Trees—table top or small sized Cut Flowers Ethnic Products (i.e. clothing—not commercially mass produced) Fish &Shellfish as produce Fruits &Vegetables Guacamole Candies (handmade) Herbs&Spices Honey Food Products(imported, handmade) Jams &Jellies Jewelry Kettle Corn Nuts Oils & Marinades Orchids Organic Food Products Original Artwork Plants&Trees Popcorn Potpourri (handmade) Smoothies, Fruit Juice& Lemonade Soaps (natural, handmade) Topiaries Vegan Products Vegetarian Soy Meat Water Gardens Non-alcoholic, non-commercially produced, beverages (i.e. lemonade, smoothies, ice tea) Non-alcoholic Coca-Cola brand name beverages and coffee products as set forth in Exhibit"B" incorporated herein. 43 EXHIBIT A 1 of 5 The Market Company, Inc. 238 E. San Marino Drive/Miami Beach, FL 33139 (mailing address) (0) 305/531-0038 (F) 305/673-4166 APPLICATION & AGREEMENT Applicant: Address: City: State: Zip Code: Business Name: State of Florida Sales Tax#: (Copy Must Accompany Application) Mobile Vending Permit (for all edible products) Phone: E-Mail: Fax: Cell: Market(s)of Interest: Merchandise to be sold: (Please continue on back of this page if necessary and initial your work). I hereby agree to sell only such items that are approved with my application. I swear that all information is correct and complete. I hereby affirm that I have read the regulations and policies as outlined and agree to abide by all rules established for the operation of the markets. I further acknowledge that I am an independent contractor and take full responsibility for all activities conducted and agree to hold harmless and indemnify The Market Company, its owners, agents and employees,and any municipality or property owner from all liability arising from participation and sales in the market. Name: Signature: Date: / / Note:Violation or falsification of any of the conditions set forth in this legal agreement will result in the immediate and permanent loss of permission to sell any product at markets sponsored by The Market Company, Inc. 44 EXHIBIT A 2 of 5 The Market Company, Inc. 238 E. San Marino Drive/Miami Beach, FL 33139 (mailing address) (0) 305/531-0038 (F) 305/673-4166 Vendor Requirements Definition of Vendor: Vendors are all persons selling in a market area managed by The Market Company including merchants who own stores and/or businesses. All vendors must meet these requirements. Market Location &Times: Determined by each individual market The Market Company has permits with several municipalities and property owners that designate set-up and break down times that also means"no more selling". Vendors that do not follow these times may be fined or terminated from the market(s). Market Fee Payment: Market fees paid in advance will reserve a space in the markets. Fees can be paid in cash, check or credit card (automatic credit card deductions can be arranged). If a vendor cannot attend a market for which payment has been made,cancellation made 48 hours in advance of the official start of the set up time will transfer the paid funds to the next market date. Funds will be forfeited if cancellation is not made on time. Vendors who have reserved a space in a market owe for their space unless cancelled 48 hours in advance of the start of the official market set up time. Vendors who do not pay in advance but choose to come and obtain an unreserved space will pay at a time designated by the Market Manager and will be assigned a space if available. Markets Operate Rain or Shine. If a vendor elects to set up for product sales,even if rain reduces sales, a minimum fee of 50% will be charged. In the case of advanced payment, if a vendor questions whether a market will be set up due to rain, he should call the market coordinator to protect his funds. Vendor Spaces: The Market Company assigns vendor spaces not the vendor. A vendor may be moved at any time the business requires it. If a vendor misses two market days with his previously assigned space, if not being used,will be forfeited and the vendor must re-apply for a market space. Additional Markets: Vendors are welcomed to participate in multiple markets. For a vendor to be eligible to be in additional markets he must be prepared to stay in his original market and apply to the additional markets. Vendor Display Area: Vendors furnish their own tents, umbrellas, tables, cloths, carts, chairs, displays,trash cans, brooms and trash bags. Market standards are white 10x10 tents(Insta-shade, EZUp), green market umbrellas with stands and green table skirts (Dade Towel 305/751-1284). Market aesthetics are very important. White tablecloths can be purchased from The Market Company. Vendor initials 45 EXHIBIT A 3 of 5 Tents and Umbrellas: Vendor's tents and umbrellas must be weighed down immediately after set-up to maintain public safety. Any vendor who delays weighing down their tent or umbrella may be fined$50 for the first occurrence and$100 for each subsequent occurrence. In addition,a vendor who does not comply with this requirement may be reported to the police for endangering the public and/or terminated from any or all of our markets. Vendor Electricity: Vendors who need electricity may make a request to The Market Company representative for access to an approved electrical outlet.Vendors must provide heavy-duty grounded cords and a heavy-duty grounded connector.Cords exposed on the sidewalk or street must be covered to protect the public.Vendors who provide light can use up to 300 watts per 10'x10' booth.There is a$5.00/day fee for electricity for some markets. Vendors Space:A single space is 10'x.10'and all tables and merchandise must fit within the space to be considered one space. Under rare circumstances,a vendor may be allowed to shade their product or provide an area for the public to sit but these will be approved on an individual basis. Vendor Behavior: Vendors must dress appropriately with shirts on at all times. Alcoholic beverage consumption by vendors is not allowed. Vendor Clean-up:Vendors are responsible for removal of all trash related to their stand.They are not to use public trash cans.They are to leave their immediate area clean at all times.Vendors are advised to bring their own trash receptacle and broom. Vendor Approval:An appointment must be made with The Market Company to review the requirements and vendor products. The Market Company application and agreement must be completed and signed. Upon acceptance vendor will be allowed to participate in the market. Signs/Pricing: Products must be priced either individually, by basket/crate or on a posted sign.Signs will be on white background only. State Sales Tax and Food Handling Permits:Vendors must provide The Market Company with a copy of all such licenses when filing their application and must provide copies of the annual renewals. If a vendor does not follow the state guidelines for food handling, they must leave the market. Parking: Following loading/unloading, vendor's vehicles must be removed from loading/unloading areas. Agreement with Relevant Contractors/Associations: The markets are designed as economic development for the area in which they are located. If there is a complaint from merchants about a particular vendor selling products that interfere with their business,The Market Company may ask a vendor to no longer participate in the market. Insurance: The Market Company has general liability insurance in the amount of $1,000,000 pursuant to permit requirements of each location.This insurance protects The Market Company and the specific municipality or corporation. Vendors should carry their own general liability insurance which covers property damage, personal injury and product liability. Most farm/business policies cover activities at the market.Check with your insurance carrier. Vendor initials 46 EXHIBIT A 4 of 5 Ale rt company Miami's Premier Special Events and Festival Company Addendum to the Market Company Vendor Regulations Vendor Rules Last Chance Agreement In order to provide a safe,secure and pleasant environment,The Market Company requests your cooperation in complying with the following vendor rules and regulations: 1. Vendor tents and umbrellas must be weighed down immediately after set up to protect the public and other vendors. 2. The use of profanity, loud, rude, disruptive or threatening behavior by any vendor or participant in the market is prohibited. 3. Appropriate dress, including shirts and shoes or sandals, must be worn at all times. 4. Smoking while staffing a booth is prohibited. 5. The playing of loud radios that disturb the pleasant shopping experience is prohibited. 6. Taking unauthorized photographs or videos of vendors or their property is prohibited. 7. The display, selling or soliciting of anything pornographic in nature is prohibited. 8. Possession/consumption of alcoholic beverages and/or illegal substances is prohibited. 9. The carrying of weapon(s) of any kind, possession of any item defined as a weapon, whether illegal or not is prohibited. I understand and accept the conditions set forth in the Market Company Vendor Requirements and Rules and this Last Chance Agreement. Signed: Date: The Market Company or its designee, reserves the right to request that those who refuse to comply with the above conditions leave the market immediately. 47 EXHIBIT A 5 of 5 IMPORTANT CONTACTS REMINDERS SALES TAX NUMBER Miami Service Center Bring ample change to the market (305)470-5001 Bring drop cloths in case of rain 8175 NW 12th Street,Suite 119—Miami,FL 33126 Bring a broom&dustpan www.mvflorida.com/dor Vendors remove all of their trash, Public facilities are not used PREPARED FOODS AND DRINKS LICENSE/ MOBILE VENDING PERMIT Form DACS-14223 Stand-up and interact with clientele www.doacs.state.fl.us All products must be first quality Stands must be clean/orderly SEAFOOD RETAIL LICENSE All food handling employees must FL Fish and Wildlife Conservation be licensed (850)487-3122 Tents/umbrellas must be weighted w ww.mvfwc.com Get to know your neighboring vendor trade off when bathroom MARKET ONSITE COOKING LICENSE breaks are needed STATE FLA DIV OF HOTELS AND RESTAURANTS (850)487-1395 www.mvfloridalicense.com/dbpr TABLE SKIRTING Dade Towel Company (305)751-1284—contact Karen 7000 NE 4th Ct.(at the West end of NE 70th St.off Biscayne Blvd.) DARK GREEN TABLE SKIRTS WHITE TABLE CLOTHS(Can be purchased from The Market Company for$15 each) TENTS 10'x 10'+4 heavy weights www.academy.com WHITE TENTS and 4 weights MARKET UMBRELLAS AND BASES Home Depot or The Market Company www.lovemvpatio.com DARK GREEN 6FT FOLDING TABLES Home Depot BANNER SIGNS Bing Banner http://www.bingbanners.com/ We have had GREAT results from this inexpensive maker Approximate size 10'x 1' 48 EXHIBIT A THE MARKET COMPANY 238 E San Marino Drive Miami Beach, FL 33139 Phone (305)531-0038— Fax(305)673-4166 www.themarketcompany.orq Normandy Village Market Vendor Requirements This document supplements the Vendor Requirement document for all markets managed by the Market Company(TMC)and is specific to Normandy Village. Location: On Rue Vendome between Normandy Drive & 71st Street, Miami Beach, FL 33141 Schedule: Saturdays, Daylight Savings Time: 9 AM to 6 PM, Eastern Standard Time:9 AM to 5 PM, No sales after closing time and vendors must be off the road by 1 hour after closing. Manager: Guillermo Forstmann, (786) 319-8510 claire @themarketcompany.org Loading: Vendors may drive their car on Rue Vendome close to their assigned spot and unload merchandise and equipment then park the vehicle to allow others to unload. Street cones are used for vendor protection so please assist one another with moving; replacing cones and car movement. Parking: Street metered parking and parking lots are available. Equipment: White tents and forest green skirts and umbrellas are allowed. No other colors may be used. Safety:Tents and umbrellas must be weighed down immediately after set-up to maintain- public safety. Any vendor who delays weighing down their tent of umbrella may be fined $50 for the first occurrence and $100 for each subsequent occurrence. In addition, a vendor who does not comply with this requirement may be reported to the police for endangering the public and/or terminated from this and other markets. Trash: Vendors are to remove all of their trash from the market. Public or private trash receptacles in the area are not to be used. The area where you are located during the market must be kept clean during the day and when you leave. Vendor ID: All vendors must display a vendor ID that was issued by us. Electricity: Available for$5. Signage: Commercial signage is not allowed. Price: A single vendor space is 10' X 10"and is priced based on a yearly fee schedule. Fees do not depend on sales volume. Exhibit A: Polystyrene (Styrofoam) restriction Exhibit B: Coca Cola bottled and can drink restriction Approved Products Read and accepted Print Name Sign Name Date Print Name Sign Name Date 49 EXHIBIT B Page 1 of 3 (Coca-Cola 2014 Product List) SMART WATER 20oz Bottles/24 Case 20oz Bottles 24/case Coca-Cola Classic 750 ML Sportscap 24/Case Coke Zero 1.0 L 12/case Vanilla Coke 1.5 L.12/case Cherry Coke Zico Coconut Water Cherry Coke Zero 14oz PET Ntl,Choc,Pineapple 12/case Diet Coke 11.2oz Tetra Ntl 12/case Caffeine Free Diet Coke 1.0 L Ntl,Choc 12/case Diet Coke w/Lime Minute Maid 100%Juice Sprite 15.2oz/450ML Plastic 24/case Sprite Zero 100%Orange Juice Mello Yello _100%Apple Juice Barqs Root Beer argieftnEoc 100%Cranberry Apple Raspberry Pibb Xtra 100%Cranberry Grape Seagram's Ginger Ale 100%Ruby Red Grapefruit Fanta Orange 100%Strawberry Passionfruit Fanta Orange Zero Tropical Blend Fanta Grape Berry Blend Fanta Strawberry -Core Power,113oz.l2pk Minute Maid Lemonade Lite Platform Minute Maid Pink Lemonade Chocolate �6glE - an�a.; Minute Maid Fruit Punch Strawberry Banana Fuze Sweet Tea Core Platform Fuze Lemon Tea Chocolate Fuze Diet Tea Vanilla Fuze Strawberry Tea Banana �.� . a ►1 A11E ,�: Glaceau Fruitwater,16.9oz.12pk 20oz Bottle,24/case Black Raspberry 330 ml 24/case Orange Mango 16.9oz(.5Liter)Bottles 24/case Strawberry y Kiwi 12oz Bottles/24 case Lemon-Lime 1L 12 per case Watermelon Punch Dasani Flavors Powerade Lemon 20oz Bottles 24/case(also available.in 32oz&12oz.) Strawberry Mountain Blast Dasani Drops Fruit Punch 1.9oz.6pk Lemon Lime Strawberry Kiwi Orange Elfin+ ";;i;t` ;_ Mixed Berry popri Strawberry Lemonade pP Pinea le Coconut C Grape P Pink Lemonade Powerade Zero Grape Fruit Punch(Red) Cherry Pomegrante Grape(purple) Mixed Berry(Blue) 50 I EXHIBIT B Page 2 of 3 (Coca-Cola 2014 Product List) FUZE Monster Muscle 16.9oz/12 er Case 15oz.Cans 12/case Strawberry Melon Chocolate Mango 0 ® A © ®_Coffee . Tropical Punch Vanilla ::: ::: Cranberry Raspberry ���� Powerade Zero Drops HIAITNT INPUZION$ Blue Raspberry Mountain Berry Acai Berry Pomegrandte Fruit Punch n i 3t 4 ENE tGY Orange 16oz 24 per case HONEST TEA Full Throttle Zero Cal Lemonade Black(original) Honey Green Tea Blue Agave Peach White Tea 16oz.12 per case Half n Half Tea pe.'r.`"I,J C,t. Red Berry Not 2 Sweet NOS Raspberry 16oz Cans 24/case Honest Aid Original(Orange Mango) 16.9oz 12/Case Grape Pomegranate Blue Berry 16oz.Cans 12/case Orange Mango Charged Citrus Superfruit Sugar Free VITAMINWATER Loaded Cherry 20 oz Bottles 24/Case MONSTER XXX(Blueberry Pomegranate) 16oz.Cans 24/case Power C.(Dragon Fruit) Original-Green Focus(Kiwi Strawberry) Lo Carb-Blue T r i N FR Essential(Orange) Assault-Red I Energy(Tropical Citrus) Khaos-orange Multi-V(Lemonade) Absolute Zero-Blue/Purple Revive(Fruit Punch) Absolute Ultra-White Defense(Raspberry Apple) 15.2oz Cans 24/case Attention Rehab-Half Tea Half Lemonade VW Zero-(ZERO Calories per serving) Rehab-Orangeade 20oz Bottles 24/Case Rehab-Green Tea Squeezed(Lemonade) Rehab-Rojo Red Tea XXX(Blueberry Pomegranate) Monster Java Go Go(Mixed Berry) 15oz.Cans 12/case Glow Mean Bean Mega-C(GrapeRsberry) Loca Moca _Rise(Orange) Vanilla Light 16.9oz.6pk/24 case Mting*Teit Toffee XXX-XXX Zero Kona Blend Power C. Irish Blend Revive Rise Zero 51 EXHIBIT B Page 3of3 (Coca-Cola 2014 Product List) Peace Teas 8oz GLASS Bottles 23oz.Cans/12 case 24 per Case Caddy Shack(half&half) Coca-Cola Classic Texas Tea(sweet tea) Diet Coke _Pink Lemonade yam` c Sprite Razzleberry(raspberry) EA�� - illy Coffee 12/case Snowberry(white berry) 41:\- Cappuchino Georgia Peach Lattee Macchiato Green Tea Mochaccino Sweet Lemon Caffe Gold Peak Tea 12ozCans 24/case 18.5oz Bottle 12/case Coca-Cola Classic Sweet Coke Zero Lemon Caffeine Free Classic Diet Vanilla Coke Green Cherry Coke Unsweet Cherry Coke Zero Tum-E-Yummies Diet Coke 10.1oz.12/case Diet Coke w/Splenda Fruit Punch Caffeine Free diet Coke Green Apple Diet Coke w/Lime Orange Tab Sour Raspberry Sprite Very Berry Sprite Zero(Diet) Mexican Coke Fresca .355mL 24pk Fresca w/Peach Coke de Mexico Fresca w/Black Cherry Fanta Orange de Mexico Barq's Root Beer Sprite de Mexico Diet Barq's Root Beer Pibb Xtra Pibb Zero Minute Maid Lemonade Minute Maid Pink Lemonade Minute Maid Fruit Punch M Maid Lite Lemonade Fanata Orange Fanta Strawberry Fanta Grape Fanta Orange Zero Seagram's Ginger Ale Seagram's Diet Ginger Ale 52