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South Point, LLC and Flamingo Park Aquatic Center Agreement DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE 202.6 3 VI 57 SOUTH POINTE CAFE, LLC AND FLAMINGO PARK AQUATIC CENTER CONCESSION AGREEMENT DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE INDEX SECTION TITLE PAGE 1. TERM 5 2. CONCESSION AREAS 5 2.1 Concession Area within the Pavilion Building 5 2.2 Concession Area within Flamingo Park Aquatic Center ... .5 3. USE(S) 5 3.1 Food and Beverage Service 6 3.2 City Business Tax Receipts 6 3.3 Parking 6 4. CONCESSION FEES 6 4.1 Minimum Guarantee (MG) 7 4.2 Percentage of Gross (PG)vs. MG 8 4.3 Interest for Late Payment 8 4.4 Sales and Use Tax 8 5. MAINTENANCE AND EXAMINATION OF RECORDS 8 6. INSPECTION AND AUDIT 8 7. TAXES, ASSESSMENTS, AND UTILITIES 8 8. EMPLOYEES AND INDEPENDENT CONTRACTORS 9 9. HOURS OF OPERATION 9 10. IMPROVEMENT, MAINTENANCE, REPAIR and OPERATION 9 10.1 Improvements 9 10.2 Garbage Receptacles 10 10.3 Maintenance/Repair 11 10.4 No Dangerous Materials 11 10.5 Security 12 10.6 Inspection 12 11. INSURANCE 12 12. INDEMNITY 13 12.4 Subrogation 14 13. DEFAULT AND TERMINATION 14 13.1 Bankruptcy 14 13.2 Default in Payment 14 13.3 Non-Monetary Default 15 13.4 City's Remedies for Concessionaire's Default 15 13.5 Concessionaire's Remedies for City's Default 15 13.6 Termination for Convenience 15 13.7 Surrender of Concession Area 16 2 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE SECTION TITLE PAGE 14. ASSIGNMENT 16 15. SPECIAL EVENTS /SPONSORSHIPS 17 15.2 City Special Events 17 15.3 Sponsorships 17 16. NO IMPROPER USE 17 17. PRICE SCHEDULES 18 18. NOTICES 18 19. LAWS 19 19.1 Compliance 19 19.2 Equal Employment Opportunity 19 19.3 No Discrimination 19 20. FORCE MAJEURE 19 21. CONCESSIONAIRE COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAWS.20 22. PROHIBITIONS REGARDING SALE OR USE OF POLYSTYRENE FOOD SERVICE ARTICLES EXPANDED 22 23. INSPECTOR GENERAL AUDIT RIGHTS...................................................23 24. E-VERIFY............................................................................... 25 25. LIMITATION OF LIABILITY 25 26. VENUE 26 27. MISCELLANEOUS...................................................................... 26 27.1 No Partnership 26 27.2 Modifications 26 27.3 Complete Agreement 26 27.4 Headings 26 27.5 Binding Effect 26 27.6 Clauses 26 27.7 Severability 27 27.8 Right of Entry 27 27.9 Not a Lease 27 27.10 Signage 27 27.11 Conflict of Interest 27 27.12 No Waiver 28 27.13 No Third Party Beneficiary 28 27.14 Attorneys' Fees... 28 Exhibit 2.1 30 Exhibit 2.2 31 Exhibit 3.1.1 32 Exhibit3.1.2...............................................................................33 Exhibit 3.1.3 34 Exhibit 3.1.4 35 Exhibit 10.1.1 36 Exhibit 20.10 . 37 Exhibit 21.11 38 3 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E40EE CONCESSION AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND SOUTH POINTE CAFE, LLC FOR MANAGEMENT AND OPERATION OF A FOOD & BEVERAGE CONCESSION IN A PORTION OF THE SOUTH POINTE PARK PAVILION BUILDING AND THE AQUATIC FLAMINGO PARK THIS CONCESSION AGREEMENT ("Agreement") made the day of , 2021, between the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida (hereinafter called "City"), having its principal address at 1700 Convention Center Drive. Miami Beach, Florida, 33139, and, SOUTH POINTE CAFE, LLC a Florida limited liability company, having its principal place of business at 737 Jefferson Avenue,#301, Miami Beach, Florida, 33139,(hereinafter called "Concessionaire"). WITNESSETH WHEREAS, on September 1, 2016 the Concession Agreement between the City and Blissberry, LLC, dated July 1, 2015, was assigned to South Pointe Café LLC ("Concessionaire"); and WHEREAS, the Concession Agreement expires on November 30, 2020; and WHEREAS, in a letter dated September 14, 2020, Concessionaire requested a new Concession Agreement for a period of five (5) years, commencing on December 1, 2020 and ending on November 30, 2025; and WHEREAS, this matter was discussed at the September 23, 2020 meeting of the Neighborhood and Quality of Life Committee ("NQLC") and the NOLO recommended in favor of waiving competitive bidding and executing a new lease with, ("Concessionaire"),for a period of one (1)year, commencing on December 1, 2020 and ending on November 30, 2021, during which time the Administration should issue a request for proposals (RFP) for a long term agreement; and WHEREAS, the Concessionaire had operated a food and beverage concession within the Flamingo Park pool area under a special events pop-up permit in 2019 and the amenity was well received by pool and park patrons: and WHEREAS, on October 14, 2020, the Mayor and City Commission adopted Resolution No. 2020-3457, accepting the recommendation of the Neighborhood and Quality of Life Committee and of the City Manager, and waiving, by 5/7th vote,the competitive bidding requirement;and approving and authorizing the mayor and City Clerk to execute a concession agreement between the City and Concessionaire, for a period of one(1)year, commencing on December 1,2020 and ending on November 30, 2021, for the management and operation of a food and beverage concession at South Pointe Park; and WHEREAS, the October 14, 2020 City Commission item also requested authority for the Administration to include the Flamingo Park concession in the Concessionaire's agreement; and WHEREAS, accordingly, the City and Concessionaire have negotiated the following Agreement. 4 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE 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 maintain, manage and operate a food and beverage concession within the Concession Area (as hereinafter defined), in accordance with the purpose(s) and for the term(s) stated herein, and subject to all the terms and conditions herein contained. SECTION 1. TERM. 1.1 This Agreement shall commence retroactively on the 151 day of December 2020(the "Commencement Date") and terminate on the 30th day of November 2021 (the Term). For purposes of this Agreement, a "contract year" shall be defined as that certain period commencing on the 1st day of December and ending on the 30th day of November. SECTION 2. CONCESSION AREA(S). The City hereby grants to Concessionaire the right, during the Term herein, to maintain, manage and operate a food and beverage concession in the following Concession Areas: 2.1 Concession Area within the Pavilion Building at South Pointe Park: An area comprised of 240 square feet within the Pavilion Building, located at 3 South Washington Avenue and as further delineated in Exhibit 2.1 hereto. 2.2 Concession Area within the Aquatic Center at Flamingo Park: An area comprised of approximately 95 square feet within the Flamingo Park Aquatic Center, located at 999 11 Street and as further delineated in Exhibit 2.2 hereto. 2.3 Notwithstanding the Concession Area granted to Concessionaire in Sections 2.1 and 2.2, Concessionaire hereby understands, agrees, and acknowledges that the Concession Areas,along with any and all other public facilities in South Pointe Park and Flamingo Park, not specifically identified herein, is intended to be open and available to the public and, as such, must remain available for the use and enjoyment of the general public. Notwithstanding the preceding, Concessionaire may designate areas within the Concession Areas which shall not be open to and/or accessible to the general public (e.g. "kitchen areas, pantries, and/or storage closets, etc.). SECTION 3. USE(S). Concessionaire is hereby authorized to conduct the following kind(s)of businesses and provide the following kind(s)of services within the Concession Areas,all at its sole expense and responsibility: 3.1 Food and Beverage Service. 3.1.1 Concessionaire shall prepare, or cause to be prepared, for sale within and from the Concession Areas, such pre-cooked, prepared, and/or prepackaged foods and such non-alcoholic beverages as those set forth in Exhibits 3.1.1. and 3.1.3. The City Manager hereby approves the types of food and beverages, and prices for same(as those set forth in Exhibit 3.1.1 5 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE and 3.1.3).Any amendments to Exhibit 3.1.1, or 3.1.3 whether as to type of food and beverages to be sold, or as to changes in prices for same, must be approved in writing by the City Manager or his designee, such approval not to be unreasonably withheld, delayed or conditioned, prior to such changes being implemented within the Concession Area, and a new updated Exhibit 3.1.1 and 3.1.3 will be incorporated into this Agreement. 3.1.2 All food and beverages sold within the Concession Areas will be prepared using only the equipment and/or methodology approved by the City and as set forth in Exhibit 3.1.2 and 3.1.4, as well as properly prepared and served in compliance with all applicable health and sanitary standards, laws and regulations. Additionally, Concessionaire shall comply with the CDC Guidelines incorporated herein by reference and attached hereto as Exhibit 3.1.2.1. 3.1.3 The quality of food, beverages, and service offered will be first-rate and comparable to that available at other public concession facilities at world class resorts on par with the City of Miami Beach. 3.1.4 In addition to Concessionaire's general maintenance obligations for the Concession Areas, as set forth in Section 10 herein, the Concession Areas and the immediately surrounding ten (10) foot adjacent areas, shall at all times be maintained in a clean and sanitary manner. 3.1.5 At least one supervisory employee must possess a Food Service Management Certification issued by a County Public Health Department in Florida. In addition, the Concession Area must be licensed by the Florida Department of Business Regulation, Division of Hotels and Restaurants, and/or the Department of Agriculture, and/or as may further be required by State law and/or by corresponding agencies. 3.1.6 Concessionaire agrees not to place any speakers, or any other device used to amplify sound, in, on or around the Concession Areas. 3.2 City Business Tax Receipts. Concessionaire shall obtain,at its sole expense and responsibility,any business tax receipts required by the City for the proposed use(s) contemplated herein. To the extent required by City law(as same may be amended from time to time), business tax receipts shall be obtained for each proposed use within a particular Concession Areas. 3.3 Parking. Concessionaire may request from the City's Parking Department,the use of one(1) designated parking space at the Municipal Parking Lot P1 (South Pointe Park parking lot)for delivery vehicle use only. The rate for said parking space is subject to change and is currently One Hundred and Six Dollars($106.00)per month, plus applicable sales and use tax per space. SECTION 4. CONCESSION FEES. 4.1 Minimum Guarantee(MG): In consideration of the City's granting of the rights provided in this Agreement, for each contract year during the Term, the Concessionaire shall pay to the City a Minimum Guaranteed Annual Concession Fee (MG) of Thirty Six Thousand 6 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE ($36,000.00) Dollars, payable in equal quarterly installments of Nine Thousand Dollars ($9,000.00)each, payable on the 1st day of each quarter during the Term. 4.2 Percentage of Gross (PG)vs. MG: During the Term, in the event that the amount equal to fifteen (15%) percent of Concessionaire's gross receipts(PG)exceeds the MG amount,then Concessionaire shall also pay to the City the difference between the PG amount and the MG amount, which payment shall be received no later than sixty(60)days after the end of the contract year. The term "gross receipts" is understood to mean all income, whether collected or accrued, derived by Concessionaire under this Agreement, or any licensee, sub- concessionaire,or sub-tenant,as Concessionaire,from all business conducted upon or from the Concession Areas, including but not limited to receipts from sale of food and beverages. The term "gross receipts" shall exclude 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. 4.3 Interest for Late Payment. Any payment which Concessionaire is required to make to the 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 (18%)percent per annum, or the maximum amount allowable under Florida law,whichever is greater,from the due date of payment until such time as payment is actually received by the City. 4.4 Sales and Use Tax. It is also understood that the required Florida State Sales and Use Tax shall be added to Concessionaire's payments and forwarded to the City as part of said payments. It is the City's intent that it is to receive all payments due from Concessionaire as net of such Florida State Sales and Use Tax. SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS. Concessionaire shall maintain current, accurate, and complete financial records, on an accrual basis, related to its operations pursuant to this Agreement. Systems and procedures used to maintain these records shall include a system of internal controls; all accounting records shall be maintained in accordance with generally accepted accounting principles; and shall be open to inspection, copying, and audit by the City Manager or his designee upon reasonable verbal or written notice, during normal hours of operation. Concessionaire shall maintain all such records at its principal office, currently located at 737 Jefferson Avenue, #301, Miami Beach, Florida, 33139, or, if moved to another location, all such records shall be relocated, at Concessionaire's sole expense, to a location in Miami Beach, within ten (10) days from notice of request for inspection from the City. Such records and accounts shall include, at a minimum, a breakdown of gross receipts, expenses,and profit and loss statements. Concessionaire shall maintain accurate receipt- printing cash registers(or a like alternative)in the Concession Area which will record and show the payment for every sale made or service provided in such Area. Such other 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. Concessionaire records shall also be maintained for a period of three(3)years following expiration (or other termination) of this Agreement(regardless of whether such termination results from the expiration of the Term or for any other reason). 7 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE Concessionaire shall submit to the City Finance Department's Revenue Manager,within sixty(60) days of the end of each contract year, an annual statement of gross receipts, in a form consistent with generally accepted accounting principles. SECTION 6. INSPECTION AND AUDIT. The City Manager or his designee shall be entitled to audit Concessionaire's records as often as he/she deems necessary throughout the Term, and three(3)times within the three(3)year period following expiration (or other termination) of this Agreement. The City shall be responsible for paying all costs associated with such audit(s), unless the audit(s) reveals a deficiency of five(5%) percent or more in Concessionaire's statement of gross receipts for any year or years audited, in which case Concessionaire shall pay to the City,within thirty(30)days of the City deeming the audit final, the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest. These audits are in addition to periodic City audits of Resort Tax collections and payments(which are performed separately). 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 each contract year, Concessionaire and the City may meet to review Concessionaire's performance under the Agreement for the previous contract year. At the meeting, Concessionaire and the City may discuss quality, operational, maintenance and any other issues regarding Concessionaire's performance under the Agreement. Nothing contained within this section shall preclude the City's audit rights for Resort Tax collection purposes. SECTION 7. TAXES, ASSESSMENTS, AND UTILITIES. Concessionaire agrees and shall pay, before delinquency, all taxes and assessments of any kind (including, without limitation, ad valorem taxes, if assessed, and/or Resort Taxes) levied or assessed upon Concessionaire and/or the Concession Area including,without limitation,any such taxes and/or assessments that may be levied and/or assessed against Concessionaire and/or the Concession Area by reason of this Agreement, or by reason of the business or other operations and/or activities 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, which Concessionaire shall conduct diligently and continuously, in good faith. Concessionaire may refrain from paying a tax to the extent it is contesting the 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 (if so ordered). Concessionaire shall be solely responsible for and shall promptly pay when due all charges for utility service(s) provided to the Concession Area (including all hook-up fees and impact fees)for gas, electricity, water, sewer, cable, telephone, trash collection, etc. Notwithstanding the preceding paragraph, the City shall charge Concessionaire a flat fee for 1) electricity, in the amount of One Hundred Twenty($120.00)Dollars per month;and 2)water usage, in the amount of Forty($40.00)Dollars per month. The City reserves the right, at its sole discretion, to adjust the flat monthly fees charged to Concessionaire for electric and water use at any time during the Term, upon thirty (30)days prior written notice to Concessionaire. In addition to other rights and remedies hereinafter reserved to the City, upon the failure of Concessionaire to pay for such utility services when due, the City may elect to pay same and 8 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE Concessionaire shall promptly reimburse the City upon demand. In no event shall the City be liable, whether to Concessionaire or to third parties,for an interruption or failure in the supply of any utility services to the Concession Area. SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS. 8.1 Concessionaire shall select,train,employ(or otherwise hire or retain)such number of employees and/or independent contractors as is necessary and appropriate for Concessionaire to satisfy its responsibilities hereunder, and as necessary to maintain the same levels of service as exist in similar first class concession facilities and operations. Concessionaire's employees and/or independent contractors shall be employees and/or independent contractors of Concessionaire and not of the City, and Concessionaire shall be solely responsible for their supervision and daily direction and control. Concessionaire shall be solely responsible for, and have the sole authority to hire, terminate and discipline any and all personnel and/or contractors employed or retained by Concessionaire. 8.2 Concessionaire and its employees and/or independent contractors shall wear identification badges and uniforms approved by the City, such approval not to be unreasonably withheld, delayed or conditioned, during all hours of operation. All employees and/or independent contractors shall observe all the graces of personal grooming. Concessionaire shall hire people to work in its operation who are neat, clean, well groomed, and comport themselves in a professional and courteous manner. Concessionaire and any persons hired and/or retained by Concessionaire shall never have been convicted of a felony (excluding traffic offenses). Concessionaire shall have an experienced manager or managers overseeing the concession operations at all times. SECTION 9. HOURS OF OPERATION. The Concession Areas shall be open for business every day of the year,weather or events of force majeure permitting. Concessionaire's minimum hours of operation shall be: 9:00 AM to 7:00 PM or Sunset(whichever occurs earlier) Any change in the hours of operation including, without limitation, any request by Concessionaire for an increase or decrease in same, shall be subject to the prior written approval of the City Manager or his designee, which approval, if granted at all, shall be at the City Manager's (or his designee's)sole option and discretion. SECTION 10. IMPROVEMENTS, MAINTENANCE, REPAIR and OPERATION. Concessionaire accepts the use of the Concession Area in its "AS IS" "WHERE IS" condition. Concessionaire assumes sole responsibility and expense for maintenance of the Concession Area (including all furniture,fixtures,equipment and any other improvements thereon).This shall include, without limitation, daily(i.e. 365 days) removal of litter, garbage and debris. Concessionaire shall also be responsible for all garbage disposal generated by its operations. 10.1 Improvements. 10.1.1 Any improvements to the Concession Areas shall be at Concessionaire's sole expense and responsibility; provided, however, that any plans for such improvements shall be submitted to the City Manager or his designee for prior written approval, such approval not to be unreasonably withheld, delayed or conditioned, and a list of the approved improvements shall be 9 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE attached hereto as Exhibit 10.1.1. Upon termination and/or expiration of this Agreement, all personal property and non-permanent trade fixtures may be removed by Concessionaire without causing damage to the Concession Areas. All permanent (fixed) improvements to the Concession Areas shall remain the property of the City upon termination and/or expiration of this Agreement, except as provided in Subsection 10.1.2. Concessionaire will permit no liens to attach to the Concession Areas arising from,connected with,or related to,the design, construction,and installation of any improvements. Construction of any approved improvements shall be diligently prosecuted to completion and accomplished through the use of licensed, reputable contractors who are acceptable to the City Manager or his designee. In addition to obtaining the prior approval of the City Manager or his designee (acting on behalf of the City, in a proprietary capacity), Concessionaire shall also be solely responsible for obtaining, at its sole cost and expense, any and all permits, licenses, and/or regulatory approvals; such regulatory approvals which may include, without limitation, land use board and/or the approvals of other required regulatory agencies having jurisdiction)required for the construction of improvements. 10.1.2 Notwithstanding Subsection 10.1.1 hereof, upon termination and/or expiration of this Agreement, Concessionaire shall immediately remove any permanent improvements made to the Concession Areas during the Term, at Concessionaire's sole expense and responsibility. In such event, Concessionaire shall also restore the Concession Areas to its original condition prior to the improvements being made, reasonable wear and tear excepted. 10.1.3 The above requirements for submission of plans and the use of specific contractors shall not apply to improvements(which term,for purposes of this Subsection 10.1.3 only, shall also include improvements necessary for Concessionaire's ongoing maintenance and repair of the Concession Areas) which do not exceed Five Hundred($500.00)Dollars; provided that the work is not structural, and provided further that it is permitted by applicable law. 10.2 Garbage Receptacles. With respect to litter, garbage and debris removal, Concessionaire shall provide, at its sole expense, a sufficient number of trash receptacles for its own use and for the use of its patrons. Determination of the"number"of receptacles shall at all times be within the City Manager or his designee's sole discretion. Disposal of the contents of said receptacles (and removal of litter, garbage and debris within the Concession Areas), shall be done on a daily(i.e. 365 days) basis. Any costs for removal of the contents of said trash receptacles by the City, because of the Concessionaire's failure to do so, will be assessed 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 Concessionaire's operations, into any of the trash receptacles at South Pointe Park or Flamingo Park shall be strictly prohibited. 10 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE 10.3 Maintenance/Repair. Concessionaire shall maintain, at its sole expense and responsibility, all furniture, fixtures,and equipment(FFE)and any other improvements(whether permanent or not) required to operate the concession. In the event any FFE and/or other improvement(s)is lost,stolen,or damaged, it shall be replaced or repaired promptly, at the sole expense of Concessionaire. 10.3.1 All damage or injury of any kind to the Concession Areas, and/or to any improvements and/or FFE thereon, except damage caused by the willful misconduct or gross negligence of the City, shall be the sole obligation of Concessionaire, and shall be repaired, restored and/or replaced promptly by Concessionaire, at its sole expense, to the satisfaction of the City Manager or his designee. 10.3.2 All of the aforesaid repairs, restoration and replacement shall be in quality and class equal to or better than the original work(or FFE,as the case may be)and shall be done in good and workmanlike manner. 10.3.3 If Concessionaire fails to make any repairs,restoration and/or replacement, the same may be made by the City, at the expense of Concessionaire, and all sums spent and expenses incurred by the City shall be collectable by the City and shall be paid by Concessionaire within ten(10)days after receipt of a bill or statement thereof. Notwithstanding that the City may elect to make such repairs, restoration, and/or replacement, the City shall have no obligation and/or affirmative duty to do so. 10.3.4 It shall be Concessionaire's sole obligation to ensure that any renovations, repairs and/or improvements made by Concessionaire to the Concession Areas comply with all applicable permitting, building codes and life safety codes of governmental authorities having jurisdiction. 10.4 No Dangerous Materials. Concessionaire agrees not to use or permit in the Concession Areas 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 Areas shall be immediately removed. In consideration of a separate and specific consideration of Ten ($10.00) Dollars and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify and hold the 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 of any "hazardous substance" or "petroleum products"on, under,in or upon the Concession Areas as those terms are defined by applicable Federal and State statutes,or any environmental rules and environmental regulations promulgated thereunder. The provisions of this Subsection 10.4 shall survive the termination or earlier expiration of this Agreement. 11 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE 10.5 Security. Concessionaire shall be responsible for and provide such reasonable security measures as may be required to protect the Concession Area and any improvements and FFE thereon. Under no circumstances shall the City be responsible for any stolen or damaged FFE; damage to or loss of any improvements; or any stolen, lost, or damaged personal property of Concessionaire's employees, contractors, patrons, guests, invitees, and/or any other third parties, except if caused by the willful misconduct or gross negligence of the City, its officers, employees, contractors, agents or servants. 10.6 Inspection. Concessionaire agrees that the Concession Areas(and operations thereon)may be inspected at any time during hours of operation by the City Manager or his designee,or by any other municipal, County or State officer,or other agency having responsibility and/or jurisdiction for inspection of such operations. Concessionaire hereby waives all claims against the City for compensation for loss or damage sustained by reason of any interference with the concession operations,whether by the City or by any public agency or official, in enforcing their respective duties, or enforcing compliance with any applicable laws, or ordinances, or regulations. SECTION 11. INSURANCE. The Concessionaire shall maintain, the below required insurance in effect prior to awarding the contract and for the duration of the contract. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the contract. a. Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute, the Vendor and each employee shall hold the City harmless from any injury incurred during performance of the Contract. The exempt Vendor shall also submit(i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or(ii)a copy of a Certificate of Exemption. b. Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general aggregate. c. All-Risk property and casualty insurance, written at a minimum of eighty (80%) percent of replacement cost value and with replacement cost endorsement,covering all leasehold improvements installed in the Demised Premises by or on behalf of Tenant and including without limitation all of Tenant's personal property in the Demised Premises (including, without limitation, inventory, trade fixtures, floor coverings,furniture,and other property removable by Tenant under the provisions of this Agreement). d. Liquor Liability Insurance on an occurrence basis, including property damage,bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. (Required, if necessary.) 12 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE Additional Insured - City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the contractor's insurance. Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. Waiver of Subrogation —Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers—Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds(i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. Verification of Coverage — Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 4668— ECM #35050 New York, NY 10163-4668 Kindly submit all certificates of insurance,endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach(a�riskworks.com Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer,coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. SECTION 12. INDEMNITY. 12.1 In consideration of a separate and specific consideration of Ten ($10.00) 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 officers, employees, contractors, agents or servants 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, its officers, employees, contractors, agents or servants in the performance of services under this Agreement. 13 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE 12.2 In addition, and in consideration of a separate and specific consideration of Ten ($10.00) 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 officers, employees, contractors, agents or servants from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of Concessionaire, its officers, employees, contractors, subconcessionaire(s), agents or servants not included in Subsection 12.1 herein and for which the City, its officers, employees, contractors, subconcessionaire(s), agents or servants 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 officers, employees, contractors, agents or servants. 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, contractors, agents or servants. 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 the City to exercise any and all remedies described as the City's remedies under this Agreement,including but not limited to those set forth in Subsection 13.4. An event of default by the City shall entitle Concessionaire to exercise any and all remedies described as Concessionaire's remedies under this Agreement, including but not limited to those set forth in Subsection 13.5. 13.1 Bankruptcy. If either the City or Concessionaire shall be adjudged bankrupt or insolvent,or if any receiver or trustee of all or any part of the business property of either party shall be appointed, or if any receiver of all or any part of the business property shall be appointed and shall not be discharged within sixty(60)days after appointment,or if either party shall make an assignment of its property for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or insolvency, or shall apply for reorganization or arrangement with its creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or otherwise, or if such petitions shall be filed against either party and shall not be dismissed within sixty (60) days after such filing, then the other party may immediately, or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 13.2 Default in Payment. In the event Concessionaire fails to submit any payment within five (5) days of its due date,there shall be a late charge of Fifty($50.00)Dollars for such late payment, in addition to interest at the rate of eighteen percent(18%)per annum or the highest rate allowable by 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 Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 14 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE 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. 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 the City with written notice of same. 13.4 City's Remedies for Concessionaire's Default. If an event of default by Concessionaire, as set forth in this Section 13, shall occur, the City may, after notice(if required)and the expiration of cure periods,as provided above, at its sole option and discretion, institute such proceedings as in its opinion are necessary to cure such default(s) and to compensate the City for damages resulting from such default(s), 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 the City to Concessionaire.On the date so specified, Concessionaire shall then quit and surrender the Concession Areas to the City pursuant to the provisions of Subsection 13.7. Upon the termination of this Agreement by the City, all rights and interest of Concessionaire in and to the Concession Areas and to this Agreement, and every part thereof, shall cease and terminate and the 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, the 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 Concessionaire's Remedies for City's Default. If an event of default by the City, as set forth in this Section 13, shall occur, Concessionaire may, after the expiration of the cure period, terminate this Agreement upon written notice to the City. Said termination shall become effective upon receipt of the written notice of termination by the City. On the date specified in the notice,Concessionaire shall quit and surrender the Concession Areas to the City pursuant to the provisions of Subsection 13.7. 13.6 Termination for Convenience. 13.6.1 Notwithstanding any other provision of this Section 13, this Agreement may be terminated, in whole or in part, by the City, for convenience and without 15 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE cause, upon the furnishing of sixty (60) days prior written notice to Concessionaire. Additionally, in the event of a public health, welfare or safety concern, as determined by the City Manager, in the City Manager's sole discretion,the City Manager, pursuant to a verbal or written notification to Concessionaire, may immediately suspend the services under this Agreement for a time certain, or in the alternative,terminate this Agreement on a given date. 13.6.2 In the event of termination by the City pursuant to this Subsection 13.6, 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 any start-up costs, interference in business or damages for interruption of services, or interference in its concession operations). In no event shall the City be liable to Concessionaire for any indirect, incidental, special, lost profits or consequential damages. 13.7 Surrender of Concession Areas. At the expiration of this Agreement, or earlier termination in accordance with the terms of this Agreement, Concessionaire shall surrender the Concession Areas in the same condition as the Concession Areas were prior to the Commencement Date of this Agreement, reasonable wear and tear excepted. Concessionaire shall remove all its personal property, upon forty-eight(48)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 after 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 ($1,000.00) Dollars per day per Concession Area as liquidated damages for such trespass and holding over. SECTION 14. ASSIGNMENT. Concessionaire shall not assign,sublease, grant any sub-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 Manager, which consent shall not be unreasonably withheld. Concessionaire shall notify the City Manager of any proposed transfer prior to consummation of same. 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 Manager, 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 Concessionaire without proceeding in any way against any other person. 16 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE SECTION 15. SPECIAL EVENTS /SPONSORSHIPS. 15.1 The parties agree and acknowledge that Concessionaire's proposed use(s), as defined in Section 3 hereof,do not contemplate nor allow the production, promotion or sponsorship by the Concessionaire of special events in or around the Concession Areas. 15.2 City Special Events. Notwithstanding Subsection 15.1 herein, 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 and/or sponsored special events and/or City produced and/or sponsored productions, upon five(5)days prior written notice to Concessionaire. Additionally, the aforestated events may also require additional time for load-in and load-out of the event. In such cases, the City may request that Concessionaire cease and desist operations during the term of, and in the area of, the special event and/or production, and Concessionaire shall cease and desist during such time. To the extent that Concessionaire is displaced, and/or required to cease and desist operations, City shall provide, calculated on a per diem basis for the period of time the Concession Areas areas non-operational,a credit against Concessionaire's PG amount, as delineated in Section 4.2 herein. If the Concessionaire is not required to close, or the City Manager or his designee determines that Concessionaire may remain open in such a manner as prescribed by the City, that will not interfere with the special event and/or production, Concessionaire shall use its best efforts, in either case, in cooperating with the City. If Concessionaire is allowed to remain open during special events and/or productions, Concessionaire may be allowed to have in operation its normal daily complement of equipment and staff. "Normal" shall be defined as equipment and staff that the Concessionaire customarily has available to service its patrons within the Concession Area on a normal business day (during its hours of operation). 15.3 Sponsorships. The City reserves unto itself all present and future rights to negotiate all forms of endorsement and/or sponsorship agreements based on the marketing value of any City trademark, property, brand, logo and/or reputation.Any and all benefits derived from an endorsement and/or sponsorship agreement based on the marketing value of a City trademark property, brand, logo and/or reputation,shall belong exclusively to the City. Concessionaire shall be specifically prohibited from entering into, or otherwise creating any, sponsorships and/or endorsements with third parties which are based solely or in any part on the marketing value of a City trademark, property, brand, logo and/or reputation. SECTION 16. NO IMPROPER USE. Concessionaire will not use, nor suffer or permit any person to use in any manner whatsoever,the Concession Areas for any improper, immoral or offensive purpose, or for any purpose in violation of any Federal, State, County, or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. Concessionaire will protect, indemnify, and forever save and keep harmless the City, its officers, employees, contractors, agents or servants, 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 Concessionaire,or any of its officers, employees, contractors, agents or servants. In the event of any violation by Concessionaire, or if the City shall deem any conduct on the part of Concessionaire to be objectionable or improper, the City Manager or his designee shall have the right to suspend the concession operations should the Concessionaire fail to correct any such violation, conduct, or 17 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE practice to the satisfaction of the City Manager or his designee within twenty-four(24)hours after receiving written or verbal notice of the nature and extent of such violation, conduct, or practice; such suspension to continue until the violation is cured. Concessionaire further agrees not to commence operations during the suspension until the violation has been corrected to the satisfaction of the City Manager or his designee. SECTION 17. PRICE SCHEDULES. 17.1 Concessionaire agrees that prices charged for the sale of food and beverage service will be consistent with the price schedule(s) herein submitted by the Concessionaire and approved by the City and incorporated herein as exhibits to this Agreement. All subsequent price approvals and changes must be approved in writing by the City Manager or his designee, such approval not to be unreasonably withheld, delayed or conditioned. Prices shall be reasonably consistent with those charged for similar items in other similar public concessions in the City. The City shall have the final right of approval for all such prices and changes, such approval not to be unreasonably withheld, delayed or conditioned. Concessionaire agrees to refrain from the sale of any item identified as prohibited by the City and to sell only those items approved by the City. Concessionaire agrees to maintain an adequate supply necessary to accommodate park patrons. 17.2 Notwithstanding Subsection 17.1, Concessionaire acknowledges that the City has an existing"Concession Agreement for Operation of Vending Machines",dated May 3, 2012, which entitles the vendor to the placement of up to six (6) vending machines within South Pointe Park and Flamingo Park. Concessionaire shall at all times price products of similar type and/or volume in a manner equal or greater to the pricing of the vending machine item(s).At no time shall Concessionaire's item(s) be sold at a lower price than similar items sold in the vending machines. SECTION 18. NOTICES. All notices from the City to Concessionaire shall be deemed duly served upon receipt, if mailed by registered or certified mail with a return receipt to Concessionaire at the following addresses: Stefano Cavinato, Manager South Pointe Café, LLC 737 Jefferson Avenue, #301 Miami Beach, Florida 33139 All notices from 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 copy to: Asset Manager City of Miami Beach Property Management Department 1833 Bay Road, 2nd Floor Miami Beach, FL 33139 18 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE Concessionaire and the City may change the above mailing addresses at any time upon giving the other party written notification. All notices under this Agreement must be in writing. SECTION 19. LAWS. 19.1 Compliance. Concessionaire shall comply with all applicable City, 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, as same may be amended from time to time. 19.2 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, sex, sexual orientation, color, creed, national origin,familial status, religion or handicap.Concessionaire will take affirmative steps to utilize minorities and females in the work force and in correlative business enterprises. 19.3 No Discrimination. a. 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. b. Additionally, Concessionaire, by executing this Agreement, certifies that it will comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. SECTION 20. FORCE MAJURE. a. A"Force Majeure"event is an event that(i)in fact causes a delay in the performance of the Concessionaire or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and (iii)is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria,Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions,quarantine restrictions,transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance.Force Majeure shall not include technological impossibility,inclement weather, or failure to secure any of the required permits pursuant to the Agreement. 19 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE b. If the City or Concessionaire's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in no case within fifteen (15)business days thereof, provide notice of(i)of the occurrence of event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement, (iv)of the anticipated period of the delay, and (v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure,and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. c. No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part,by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required.The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform, to the extent its inability to perform is the direct result of the Force Majeure event, with all reasonable dispatch. d. Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event causing the suspension of performance shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. e. Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty(30)days, the City may, at the sole discretion of the City Manager, terminate the Agreement, on a given date, by giving written notice to Concessionaire of such termination, following which the City shall be discharged from any and all liabilities,duties, and terms arising out of,or by virtue of, this Agreement. In no event will any Force Majeure occurrence extend this Agreement beyond its stated term. f. Waiver of Loss from Hazards. Concessionaire hereby expressly waives all claims against the City for loss or damage sustained by the Concessionaire resulting from an event of Force Majeure (as defined herein), and the Concessionaire hereby expressly waives all rights, claims, and demands against the City and forever releases and discharges the City from all demands, claims, actions and causes of action arising from any Force Majeure event. SECTION 21. CONCESSIONAIRE'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW. a. Concessionaire shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. 20 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE b. The term "public records" shall have the meaning set forth in Section 119.011(12), which means 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. c. Pursuant to Section 119.0701 of the Florida Statutes, if Concessionaire meets the definition of"Contractor" as defined in Section 119.0701(1)(a), Concessionaire shall: Keep and maintain public records required by the City to perform the service; ii. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed,except as authorized by law,for the duration of the contract term and following completion of the Agreement if Concessionaire does not transfer the records to the City; iv. Upon completion of the Agreement,transfer,at no cost to the City,all public records in possession of Concessionaire or keep and maintain public records required by the City to perform the service. If Concessionaire transfers all public records to the City upon completion of the Agreement,Concessionaire shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Concessionaire keeps and maintains public records upon completion of the Agreement,Concessionaire shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. d. REQUEST FOR RECORDS; NONCOMPLIANCE. i. A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify Concessionaire of the request, and Concessionaire must provide the records to the City or allow the records to be inspected or copied within a reasonable time. ii. Concessionaire's failure to comply with the City's request for records shall constitute a breach of this Agreement,and the City,at its sole discretion, may:(1) unilaterally terminate the Agreement, following written notice to Concessionaire, pursuant to the notice provisions of the Agreement, and Concessionaire failing to comply with the Public Records Request within eight (8) business days; (2) avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies at law or in equity. iii. If Concessionaire fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. e. CIVIL ACTION. If a civil action is filed against a Concessionaire to compel production of public records relating to the City's contract for services,the court shall assess and award 21 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E40EE against Concessionaire the reasonable costs of enforcement, including reasonable attorneys' fees, if: 1. The court determines that Concessionaire unlawfully refused to comply with the public records request within a reasonable time; and 2. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that Concessionaire has not complied with the request, to the City and to Concessionaire. ii. A notice complies with subparagraph (i)(2) if it is sent to the City's custodian of public records and to Concessionaire at Concessionaire's address listed on its contract with the City or to Concessionaire's registered agent. Such notices must be sent by common carrier delivery service or by registered, Concessionaire Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. If Concessionaire complies with a public records request within 8 business days after the notice is sent, Concessionaire shall not be liable for the reasonable costs of enforcement. f. IF CONCESSIONAIRE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONCESSIONAIRE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 SECTION 22. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES, SINGLE USE PLASTIC BEVERAGE STRAWS, AND SINGLE-USE PLASTIC STIRRERS. a. Concessionaire hereby agrees and acknowledges that, pursuant to Section 82-7 of the City Code, as may be amended from time to time, Concessionaire shall not sell. use, provide food in, or offer the use of expanded polystyrene food service articles (as defined in City Code Section 82-7) in City facilities or on City property, in connection with any services performed pursuant to this Agreement. A violation of this section shall be deemed a default under the terms of this Agreement. Notwithstanding the above,this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Concessionaire. b. Additionally, Concessionaire agrees and acknowledges that, pursuant to Section 82-8 of the City Code, as may be amended from time to time, Concessionaire shall not sell, use, 22 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E40EE provide food in, or offer the use of single-use plastic beverage straws or single-use plastic stirrers (as defined in City Code Section 82-8) in City facilities or on City property, in connection with any services performed pursuant to this Agreement. A violation of this section shall be deemed a default under the terms of this Agreement. Notwithstanding the above, the requirements of Section 82-8 shall not restrict Concessionaire from providing a beverage with, or offering the use of, a single-use plastic beverage straw or single-use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer. c. Additionally, Concessionaire agrees to comply with Section 46-92(c)of the City Code,which provides that it is unlawful for any person to carry any expanded polystyrene product,single- use plastic beverage straw, or single-use plastic stirrer onto any beach or park within the City, or onto any city marina, pier,dock,or boat ramp. It is also unlawful for any business to provide single-use plastic beverage straws or single-use plastic stirrers with the service or delivery of any beverage to patrons on any beach within the City. Notwithstanding the above,the provisions in Section 46-92(c)that pertain to single-use plastic beverage straws and single-use plastic stirrers shall not apply to a person or patron with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer. d. As additional consideration for this Agreement, independent of the requirements set forth in Sections 82-7, 82-8 and 46-92(c)of the City Code, Concessionaire agrees to: not sell, use, provide food in,or offer the use of expanded polystyrene food service articles in any Facility.A violation of this section shall be deemed a default under the terms of this Agreement. Notwithstanding the above, this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Concessionaire; and ii. not sell, use, provide food in, or offer the use of single-use plastic beverage straws or single-use plastic stirrers in any Facility. A violation of this section shall be deemed a default under the terms of this Agreement. Notwithstanding the above, Concessionaire shall be permitted to provide a beverage with,or offering the use of, a single-use plastic beverage straw or single-use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer; and iii. not carry any expanded polystyrene product, single-use plastic beverage straw, or single-use plastic stirrer onto any beach or park within the City, or onto any city marina, pier, dock, or boat ramp. SECTION 23. INSPECTOR GENERAL AUDIT RIGHTS. a. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may,on a random basis, perform reviews,audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. b. The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning 23 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Concessionaire, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. c. Upon ten(10)days written notice to the Concessionaire,the Concessionaire shall make all requested records and documents available to the Inspector General for inspection and copying.The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities,performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Concessionaire its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. d. The Inspector General shall have the right to inspect and copy all documents and records in the Concessionaire's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files,worksheets,proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions,financial documents, construction documents,(bid/proposal)and contract documents, back-change documents, all documents and records which involve cash,trade or volume discounts,insurance proceeds,rebates,or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. e. The Concessionaire shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition(bid preparation)and performance of this Agreement, for examination, audit, or reproduction, until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: If this Agreement is completely or partially terminated, the Concessionaire shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Concessionaire shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. f. The provisions in this section shall apply to the Concessionaire, its officers, agents, employees, subcontractors and suppliers. The Concessionaire shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Concessionaire in connection with the performance of this Agreement. 24 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE g. Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities.The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Concessionaire or third parties. SECTION 24. E-VERIFY a. Concessionaire shall comply with Section 448.095, Florida Statutes,"Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021,Concessionaire shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Concessionaire shall expressly require any subcontractor performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term. If Concessionaire enters into a contract with an approved subcontractor, the subcontractor must provide the Concessionaire with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Concessionaire shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. b. Termination Rights. If the City has a good faith belief that Concessionaire has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with Concessionaire for cause,and City shall thereafter have or owe no further obligation or liability to Concessionaire. ii. If the City has a good faith belief that a subcontractor has knowingly violated Section (a), but the Concessionaire otherwise complied with such section, the City will promptly notify the Concessionaire and order the Concessionaire to immediately terminate the Agreement with the subcontractor. Concessionaire's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate the Concessionaire's contract for cause. c. A contract terminated under the foregoing Subsections (b)(i) or(b)(ii) is not in breach of contract and may not be considered as such.The City or Concessionaire or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsections(b)(i)or(b)(ii)no later than 20 calendar days after the date on which the contract was terminated. d. If the City terminates the Agreement with Concessionaire under the foregoing Subsection (b)(i), Concessionaire may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. e. Concessionaire is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 23. SECTION 25. LIMITATION OF LIABILITY. The City desires to enter into this Agreement placing the management and operation of the Concession Area in the hands of a private management entity only if 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($10,000.00)Dollars.Concessionaire hereby expresses its willingness to enter into this Agreement with a Ten Thousand ($10,000.00) Dollar 25 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE limitation on recovery for any action for breach of contract.Accordingly, and in consideration of the separate consideration of Ten Thousand ($10,000.00) Dollars, the receipt of which is hereby acknowledged, the City shall not be liable to Concessionaire for damages to Concessionaire in an amount in excess of Ten Thousand ($10,000.00) Dollars, 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 768.28. SECTION 26. VENUE. 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. 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. THE CITY AND CONCESSIONAIRE HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE 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. SECTION 27. MISCELLANEOUS. 27.1 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. 27.2 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. 27.3 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. 27.4 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. 27.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 27.6 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 26 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE consideration that either party is to receive under this Agreement or materially affects the continuing operation of this Agreement. 27.7 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 shall be so modified. 27.8 Right of Entry. The City, at the direction of the City Manager, shall at all times during hours of operation, have the right to enter into and upon any and all parts of the Concession Area for the purpose of examining the same for any reason relating to the obligations of parties to this Agreement. 27.9 Not a Lease. It is expressly understood and agreed that no part, parcel, building, structure, equipment or space is leased to Concessionaire; that this Agreement is a concession agreement and not a lease, and that Concessionaire's right to operate, manage,and maintain the concession shall continue only so long as Concessionaire complies with the undertakings, provisions,agreements, stipulations and conditions of this Agreement. Accordingly, Concessionaire hereby agrees and acknowledges that in the event of termination of this Agreement, whether due to a default by Concessionaire or otherwise, Concessionaire shall surrender and yield unto the City the Concession Area, in accordance with Subsection 13.7 hereof, and the City shall in no way be required to evict and/or otherwise remove Concessionaire from the Concession Area as if this were a tenancy under Chapter 83, Florida Statutes, nor shall Concessionaire be afforded any other rights afforded to nonresidential tenants pursuant to said Chapter(the parties having herein expressly acknowledged that this Agreement is intended to be a concession agreement and is in no way intended to be a lease). 27.10 Signage. Concessionaire shall provide, at its sole expense and responsibility, any required signs at its concession. All advertising, signage and postings shall be approved by the City, and shall be in accordance with all applicable Municipal, County, State and Federal laws and regulations. Any signage posted by Concessionaire shall be subject to the prior approval of the City as to size, shape and placement of same, such approval not to be unreasonably withheld, delayed or conditioned. 27.11 Conflict of Interest. Concessionaire shall perform its services under this Agreement and conduct the concession operation(s) contemplated herein, in a manner so as to show no preference for other concession operations/facilities owned,operated,managed,or otherwise controlled by Concessionaire. 27 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E40EE 27.12 No Waiver. 27.12.1 It is mutually covenanted and agreed by and between the parties hereto that the failure of the City to insist upon the strict performance of any of the conditions,covenants, terms or provisions of this Agreement, or to exercise any option herein conferred,will not be considered or construed as a waiver or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. 27.12.2 A waiver of any term expressed herein shall not be implied by any neglect of the City to declare a forfeiture on account of the violation of such term if such violation by continued or repeated subsequently and any express waiver shall not affect any term other than the one specified in such waiver and that one only for the time and in the manner specifically stated. 27.12.3 The receipt of any sum paid by Concessionaire to the City after breach of any condition, covenant, term or provision herein contained shall not be deemed a waiver of such breach, but shall be taken, considered and construed as payment for use and occupation(and not as rent), unless such breach be expressly waived in writing by the City. 27.13 No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement. 27.14 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. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK 28 IN WITNESS WHEREOF,the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their agreement. Attest: CITY OF MIAMI BEACH, FLORIDA DocuSigned bye DoeuSlpned by Grau tk, rAfati. '-24A05013A0DC4B5 87FDACBC5105408 Rafael E. Granado, City Clerk Dan Gelber, Mayor 4/14/2031 I Selo w LOT Date Attest: SOUTH POINTE CAFE, LLC Signature Stefano vinato, Manager 10-elip -TS o k S Print Name 214 0 O Signature r• /y'),- So 17J42 /4- v Print Nam // R / 2—a 2" / Date • CORPORATE SEAL (affix seal here) APPROVED AS TO FORM & LANGUAGE 3 & FOR EXECUTION641,1 (� �' � IG/20 i _ i. ;l :lr,v/ Dute 29 ` ' 1 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E40EE NI .+4 4 N (11 V � b f: --; --0 BA-14K O e OUT � OF REQUIRED l',.. i 0PM Li I a`Y i •-- T-0. C FLOOR AREAS .-0. jr -1 a r \\\`��rrr -� r r 32'NMN.• }���' CENTER PO T 245c48 BENCH @ 17-19'A.F.F. i' OF BUILD' G • FIXED TO WALL ON •NGER DIMENSION E=941635. FASTENERS COM' VI G W/FBC 11.4..•-BY 5' S 4' 1'-5" __ 5$' 1'-6 N=521460. '•:INS0NSTEEL C•.•RAPPRO �% • (: MIN CLF t •'-11' 'v h 11'-3' - O Ir7.8'� n I \ it MEETING ROOM inro w // • `.�\\� N OCCUPANT LOAD: 9.38E N ,P�B 5 0' \\\\� r •--�i MAXIMUM 0. RECESSED I ``�\1]J - (PROVIDE SIGN PER A-10 S) f"DD m ENTRANCE MAT 6 CD = I o w O I C — 4 '‘ ,.. . , i r-OS : p CDD 1 - -v 1 114 1 �, I ......4)_.1_7_..8 -� ID } ``\ JyN I 19 /J.\" I --�- C2 17 , 1B ..1_,—...--..15 O: .' ,� 4,-10' i'-17"---VP ' ' , 8 t. 3'-9' 4'II w y- ,Apr ,,/, I© 9. 917 I RAIN,TYP. \ T 4t 14\\: E2%SLOPE RECESSED ROM BUILDING 4;0' Q ENTRANCE MAT TY VESTIBULE ICI _ 35}3' DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE EXHIBIT 2.2 Concession Area Flamingo Park -- -'282 i I Z # 218 Ens). sows LIN 1 di% (viva to°Po) p1R i5rEgo1. — -•-•-•--• iaillir •-- •- • • • •-• •-k-•-•-•-11 X-Dr:X II X ow ti. FFINCIA91 11 X X-11-§,ird-i-14-• o „,o v 5.0, i8 #.3. '' ti cost CO 7 1 ,t) ant as —.1, Rw it tis I 1 .-I win*EL(-)298 MST di i Er' _IZIGATION EQUIPMENT 4'3 atom a(_Ala 14) s‘ COST Cit Bona,a(-).toi.r44 GRASS AY a am(s) 0 Ni'EL aso to i .9'_tuf‘. k. VASS LP.411.)* TTOMN ra(-)Jos ,.`?t p ,P 5 av a o.ss gr)-- sh•0 jimilirta.. ',-1 A 4 Ideti:4711'e". ..Ilir • *' ill '''''... 4.174=':'375.. ..1.C)147°..'.IFICEL411.7.6",P1... ..r4n3c If'"Wilialf71* :".i.Y:471, ; : 1114.'- '1. Iii . [14114'''."1- '. -'.- 11:4053';` -:‘ - ;,.‘ ' ''' .' .. ....;.. - :":'": '. '''.. t '.'•, t' „. .• .."):: . ''''.; "', ; ;:/;.... :' :-!4V ''.1 5 I 1,•'•he'„: ONE STORY CRS I- .1 is AMP ROOM • . 1.., • ,, .' .,,covattir pitdr • •• , ' . • •• • '. . • ' -•• , - * ' •. •• ..'' //OW .'ilk ,A : • v ti.:.• 1 mis7 4945. .. -.4.. ,-.....i. -1-.*•--..•2... .1....-..- --, • , • .'. . .. Oft .. ,., ./ I •IIK ... II .. . ' '• • . . . :. = ., :t$1.. . rr- - — —65-i— — — ir . ••••... 4, , • . :. • .• cosi . , • ...i,,.. , • .14.7 bf ., ki.• ,, ,‘;' II II. -1z2v -1 : ot her - . 1 ll ' ft 11 ... • 1 ' ii:1,47J£2415( CA , •,.,II SKIING POOL 11 • --1 - :- INu 0 . • : 1 // 1\\ 1N II" •:• 11 q• ' li• ` : .1 v.,: , '. . 7 O POJE l: L b‘b * .11 14:' 280 MATCH UNE FOR CONTINUATION REFER TO SHEET 2 31 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE EXHIBIT 3.1.1 Menu & Prices South Pointe Pavilion 114 44 444 4114 044 04 /WI 010. 404 400. 41 4.4 404 44 1.111 1104 104 44 404.0 41 144 00.4 14 1414 1.11.1 04 14 4 44 0.40 44 444 4000 000 40 40 0444 4 44 1 4 4 4 14 um fine,VOW% 4.0C 44 414 44 44 411 4 444 140 4100 Z. auee 414 4 44 40 44 4. 444 4 w1144 414 4 4 41 4 4114 41 sus. awes t te 4 04 4 40 44 eat rs'e' rum quer Lye sere +reeves. fuels 113 41 ...ort seeruesss....sues emu..user spumes emus urs sus us. sures Quer ere. ere cuss runes sm. .. serum.roes emu rue.,eseurues•me ...wee um.au e Ire reere es. us usu.us*suet rse wow seer rue..sus arse usu.. rues. eseteresureue esera 011100 44 104 44 4 4.44 44 00. 14 40 44 44 44 4 110 404 044 4 4 rus 4.4 440 41 41 sus.. serer. 04 kIP 4 004_0__.,,.._ _.44 1.44 1414 4 0.10 01.11 4,40 104. 144 44144 04 14 440 414 40 4 4 40 44 4 414 044 4.0 101 ere sum. rue I es sue so,. segues mu. eers uses use ewer N.* sums..see_� 0040 04s 44 4 1044 414. 4 4 _00 _ 32 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE EXHIBIT 3.1.2 Concessionaire's Equipment List South Pointe Pavilion Gelato display Keurig coffee maker Steve Slushi frozen chiller 2-group espresso maker Insignia Tall freezer Avanti microwave Turbo Air cold prep station Levella Tall drinks fridge Tall commercial refrigerator Ice maker Blendtec blender Breville juicer Breviulle convection oven Display food warmer Avanti chest freezer GelatoGo popsicle display freezer Popsy display freezer Daazken large display freezer Sierra Fan 3-compartment sink mop sink Shelving smallware 33 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE ,...orations for Outdoor Farmers Markets{CDG b Control and Prevvesntion EXHIBIT 3.1.2.1 CDC GUIDELINES 1:"1144 .3.x;eta+ COVID-19 Considerations for Outdoor Farmers Markets Updated Sept.17,2020 Print Farmers market managers should consider the recommendations below to help ensure safe access to food while helping prevent the spread of COVID-19. The COVID-19 pandemic has brought new challenges to food security in the United States.Access to healthy food options and nutrition are an important part of overall physical and mental health. Across the United States,farmers markets have been named an essential service because of their role in supporting local farms and providing communities access to fresh,healthy food during the pandemic.Outdoor farmers markets provide a lower risk shopping option with immediate and lasting benefits for shoppers and the community at-large. These considerations are meant to supplement—not replace—any state,local,territorial,or tribal health and safety laws, rules,and regulations that organizations must follow.Farmers market managers should collaborate with state and local health officials to determine whether to implement these considerations as-is or tailor them to their community's needs. Farmers market managers should continue monitoring the spread of COVID-19 in the community they serve and have a plan in place to adjust their operations as needed. Farmers market managers may also benefit from reviewing CDC's COVID-19 guidance and considerations on community based organizations,workplaces,events and gatherings,and food service providers.Farmers market managers should consider CDC's information on people at higher risk of severe illness, Slowing the spread of COVID-19 Coronaviruses,such as the one that causes COVID-19,are thought to spread mostly from person to person through respiratory droplets emitted when an infected person coughs,sneezes,or talks.The droplets containing virus are spread in the air and can be inhaled in the lungs or land on the mouth,nose or eyes of people nearby. A person also might be exposed to the virus causing COVID-19 by touching a surface or object,including food or food packaging,that has been contaminated with the virus when an infected person coughs or sneezes near it,and then touches their own mouth,nose,or eyes.However, this is not thought to be the main way the virus spreads.Risk of transmission from food,food packaging,and shopping bags is considered very low,but there are other,possible routes of COVID-19 transmission,such as: • Being in close contact(within 6 feet)with people you don't live with,especially people who are not wearing a mask.The more people you interact with,and the longer those interactions last,the higher the risk of COVID-19 spread; • Touching a surface or object that has the virus on it and then touching your own mouth,nose,or eyes. Outdoor activities generally are lower risk than indoor activities but there are still important ways to prevent the spread of COVID-19 that should be followed: • Staying home when sick • Social distancing • Wearing a mask • If soap and water are not readily available,use a hand sanitizer that contains at least 60%alcohol.Cover all surfaces of your hands and rub them together until they feel dry.Avoid touching your eyes,nose,and mouth with unwashed hands. • Cleaning and disinfection hdprr/www.cdc.govfcoronavirus/21119-ncov/communityrouldoor farmers.markets.html 1/4 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE ..ons,ceraaons for Outdoor Farmers Markets I COC Promote healthy behaviors Encourage people to stay home when sick. • Staff,volunteers,and vendors should stay home if they have tested positive for or are showing COVID-19 symptoms_or have recently had close contact with a person with symptoms of,or diagnosed with,COVID-19. • Educate staff,volunteers,and vendors about when they should stay home and when it is safe to be around others. • Actively encourage customers using signage,social media,or other communication platforms that your market commonly uses,to stay home if they have tested positive for or are showing COVID-19 symptoms,or have recently had close contact with a person with symptoms of,or diagnosed with,COVID-19. Encourage people to socially distance. • Staying at least six feet apart from others,even when you are outside,reduces the chance that you will be exposed to the virus from respiratory droplets emitted by others. • Many people with COVID-19 have mild symptoms or no symptoms,but they can still spread the virus to others.Staying apart reduces your risk of getting COVID-19. • Social distancing is most effective when it is used along with other prevention strategies,including wearing masks. Masks • Require staff,volunteers,and vendors to use masks.Masks are an important means of reducing viral spread and are essential during times when social distancing is difficult.Provide information to all staff and volunteers on proper use and washing of masks. • If feasible,provide masks for staff,volunteers,and vendors and consider asking them to bring extra masks,in case their mask gets wet or soiled,as well as a sealable plastic bag or other container to store masks when not in use. • Encourage customers to bring and use masks.If feasible,provide masks for those who may not have one. Hand hygiene • Provide handwashing stations or hand sanitizer with at least 60%alcohol for all,including customers,market staff, volunteers,and vendors,and encourage vendors to offer the same at their booth. • Proper hand hygiene is an important infection control measure.Ensure vendors,market staff,and volunteers wash their hands regularly with soap and water for at least 20 seconds.If soap and water are not readily available or accessible, provide an alcohol-based hand sanitizer containing at least 60%alcohol. • Key times to clean hands in general include: - Before,during,and after preparing or handling food - Before eating food - After using the toilet - After blowing your nose,coughing,or sneezing - After touching frequently touched surfaces - After putting on,touching,or removing masks • Additional workplace-specific times to clean hands include: - Before and after work shifts and periodically throughout shift - Before and after work breaks - After touching money or objects that have been handled by customers,such as produce,other market food,and reusable grocery bags - Before putting on and taking off disposable gloves - After taking out the trash Clear signage and communications • Ensure that all staff,volunteers,vendors,and customers are aware of market policies and procedures.Signs with market kilos//www.cdc.gov/coronavirus(2014-ncor/community/outdoor-farmers-markets.html 2/4 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE •- ..,,,,..,eraoons for Outdoor Farmers Markets;CDC Hours of operation and satety precautions should be posted at each entrance/exit and near shared areas.It possible, make the same information available on your website and social media platforms. • Post signs in highly visible locations(e.g.,at building entrances,in restrooms)that promote everyday protective measures and describe how to stop the spread ® of germs by properly washing hands and properly wearing a mask . • Consider developing signs and messages in different formats(e.g.,large print, Braille,American Sign Language)for people who have low vision. • Consider adding signs in other languages commonly spoken in your community and visuals tailored for low literacy audiences. Maintain healthy environments Consider modifications you can make to promote social distancing,including: • Providing different ways for ordering and pick-up to reduce the number of in-person interactions(e.g.,curbside box pickup).Set up designated pick-up areas. • Where possible,redesigning market layouts to increase the distance between customers in line and walking throughout the market(e.g.,increase space between vendor booths;create one-way traffic flow).Ensure that market layout modifications are accessible for all persons(e.g.,ADA-compliant paths). • Limiting the number of customers to reduce crowding and lines to meet social distancing guidelines. • Installing physical barriers like sneeze guards and partitions,particularly in areas where it is difficult for individuals to remain at least 6 feet apart(e.g.,vendor booths). • Posting clear and prominent directional and physical distancing signage for all walkways,entry and exit ways,vendor booths,and spaces that can easily become crowded(e.g.,customers waiting in line). Safe operations include: • Being aware of local and state regulatory agency policies related to providing essential services and group gatherings to determine if your market can be held,and if there are restrictions limiting the number of attendees or vendors. • Limiting market activities that target individuals identified as higher risk for serious illness for COVID-19,if feasible.If these events or activities continue to be offered,consider creating a schedule that includes special shopping hours for at-risk or vulnerable populations(e.g.,senior shopping hours). • Where feasible,implementing cashless payment systems and continue to accept SNAP EBT.If your market traditionally uses hard to-clean vouchers(e.g.,wooden tokens)for SNAP EBT transactions or other incentives,consider alternatives. • When exchanging paper and coin money - Do not touch your face afterwards. - Ask customers to place cash on the table or directly in a cashbox,rather than directly into your hand. - Place money directly on the table when providing change back to customers. - Wipe the table between each customer at checkout. • Avoiding using cloth table coverings or other hard to clean table covers. • If possible,vendor booths should have a designated person for handling cash/tokens and another for handling food or food products. • Limiting or suspending taste testing,cooking demonstrations,and/or other food sampling activities. • If your market offers prepared food for immediate consumption,consider limiting to take-out orders only. • Consider limiting or suspending non-essential market services or events like live music. • Discouraging customers from touching items they do not plan to purchase. • Consider regular symptom screenings of staff,vendors or others that come onsite,and have a plan for if anyone arrives or becomes ill.For guidance related to screening of staff,please refer to CDC's Interim Guidance for Businesses and Employers Responding to Coronavirus Disease 2019 and the"Prevent Transmission Among Employees"section of CDC's Resuming Business Toolkit ® . • Train staff,volunteers,and vendors on new COVID-19 procedures.If possible,conduct training virtually so all can attend, and no crowds will gather. httosimww.cdo.govicoronavirusl2019-ncovicommunrryfouldoor.farmers-markets.html 3/4 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE „,..,.,.. ,,,,.meranons for Outdoor Farmers Markets I COC • Require staff,volunteers,and vendors to wash their hands for at least 20 seconds with soap and water(or use hand sanitizer)frequently before,during,and after shifts. • Consider asking vendors to pre-bag or pre-portion items for sale prior to market. • Staggering eating/break times and identify a designated area for staff and volunteers to take breaks where social distancing can be maintained. • Discouraging customers and vendors from bringing pets except—service animals—to the market. Cleaning and disinfection Follow CDC and EPA's Guidance on Cleaning and Disinfection to prepare and maintain a safe environment for your market workforce,volunteers,vendors and customers.Use EPA-approved disinfectants against the virus that causes COVID-19®. Always read and follow label instructions for each product. • Routinely clean,sanitize,and disinfect payment devices,tables,and other high touch surfaces and objects.Require participating market vendors to do the same. • If you have restrooms or port-a-potties,set up a schedule to frequently clean and disinfect all surfaces,and replenish soap,sanitizers,or paper products. • Limit or suspend the use of items that are hard to clean and disinfect(e.g.,wooden tokens). • Use disposable gloves when removing garbage bags or handling and disposing of trash: - After using disposable gloves,throw them out in a lined trash can. - Do not disinfect or reuse the gloves. - Wash hands after removing gloves. • • Ensure you have enough supplies for market workforce,volunteers,and customers to clean their hands and cover their coughs and sneezes.Supplies include soap,water,hand sanitizer containing at least 60%alcohol,a way to dry hands, tissues,disinfectant wipes,masks(as feasible),and no-touch trash cans. Plan for what to do if a staff member,volunteer,vendor,or customer gets sick by referring to relevant sections in CDC's Considerations for Community-Based Organizations and Event Planning Q&As.Critical infrastructure workers(e.g.farmers) may refer to CDC Guidance for Critical Infrastructure Workers,if applicable. Additional Resources Running Essential Errands Food and Food System Resources During COVID-19 Pandemic Considerations for Food Pantries and Food Distribution Sites Considerations for Outdoor Learning Gardens and Community Gardens Communication Resources For general disease prevention when interacting with animals,follow advice in the Compendium of Measures to Prevent Disease Associated with Animals in Public Settings A C', For more information on COVID-19 and food,see FAQ pages from the S.Food and Drug Administration L and the U.S. Department of Agriculture al Last Updated Sept.17,2020 htlosPwww.cdapovlcoronavinm/2019.ncovlcommuney/outdoor-farmers-markets.html 414 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE EXHIBIT 3.1.3 Menu & Prices Flamingo Park 1. 11.4 W.. 041000v 300 0.160.41 wn0 C01a.000i, One. 5m4�Caun.r 0n0 .~ .u5 . 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SOab 61.01 100 340.0.c1.1.-L.eO'm. .q.0. .00 34 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE EXHIBIT 3.1.4 Concessionaire's Equipment List Flamingo Park Keurig coffee maker Snowcone machine espresso maker Insignia Tall freezer Microwave Tall commercial refrigerator Ice maker Blendtec blender Breville juicer Breviulle convection oven Popslifepopsicle display freezer Fruitique large display freezer Sierra Fan Shelving smallware 35 DocuSign Envelope ID:E47009A0-BEE2-4510-A222-93CA7F4E4OEE EXHIBIT 10.1.1 Concessionaire's Improvements Concessionaire does not anticipate the need to make any improvements at this time. 36 DocuSign Envelope ID: E47009A0-BEE2-4510-A222-93CA7F4E4OEE EXHIBIT 20.10 Concessionaire's Signage South Pointe Pavilion So+At1n 1PoiNte C.ife SWO9t.VotGs 16 or 56.00 J.4e'e.s ,0::6.50 21 oz 58.00 2'�or:8.50 Gol..Jw iSlins •T...e 13wlw..ct E...,If}La....1 V•,w».0..a d Sw..tM✓. qr.. SM.�.•tll»d.d.+IIM q.......a a>u� M1cwwi 13od7 Ge to " --` tl ai iBowls Vwn1.1. 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