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Management and operation Agreement for the Lincoln Road Antiques & Collectibles Market DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 2020 - 31401 Management and Operation Agreement for the Lincoln Road Antiques & Collectibles Market DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD INDEX SECTION TITLE PAGE 1. TERM 5 2. CONCESSION AREA 5 2.1 Lincoln Road between Meridian Avenue and Alton Road 5 2.2 Michigan Avenue between South Lincoln Lane and North Lincoln Lane 5 2.3 Jefferson Avenue between South Lincoln Lane and North Lincoln Lane 6 3. USE(S) 6 3.1.1 Facilities Design 6 3.1.2 Placement of Facilities 7 3.1.2.1 Compliance with American with Disabilities Act(ADA) 7 3.1.3 Set Up 8 3.1.4 Public Right-of-Way 8 3.1.5 Interaction and Coordination with Other Lincoln Road Operations and Events 8 3.1.6 Conflict Resolution 8 3.2 Permitted Concession Operations/Uses 11 3.2.1 Antiques 11 3.2.2 Vintage Goods 11 3.2.3 Collectibles 11 3.3 Intentionally Omitted 11 3.4 Intentionally Omitted 11 3.5 Intentionally Omitted 11 3.6 Off-Duty Police/Field Monitor 12 3.6.1 Off-Duty Police 12 3.6.2 Field Monitor 12 3.6.4 Parking(Bagging Parking Meters)...... 12 3.7 Vendor Selection/First Priority to Miami Beach Merchants 12 3.8 Removal of Concession Facilities 13 3.9 Hurricane Evacuation Plan 13 3.10 City Occupational Licenses 14 3.11 Street Closure Permits 14 4. CONCESSION FEES 14 4.1 Security Deposit 14 4.2 Percentage of Gross(PG)vs. Minimum Guarantee(MG) 14 4.3 Minimum Guarantee(MG) 15 4.4 Use of Electricity 15 4.5 Interest for Late Payment 15 4.6 Sales and Use Tax 15 4.7 Public Parking Meters 16 5. MAINTENANCE AND EXAMINATION OF RECORDS 16 6. INSPECTION AND AUDIT 16 7. TAXES,ASSESSMENTS,AND UTILITIES 17 7.1.1 Electricity(Intentionally Omitted) 17 7.2 Procedure if Ad Valorem Taxes Assessed 17 8. EMPLOYEES AND INDEPENDENT CONTRACTORS 18 9. SCHEDULE OF OPERATION 18 9.1 Day(s)of Operation 18 9.2 Operating Hours 18 10. MAINTENANCE 19 10.2 Garbage Receptacles 19 10.3 Pressure Cleaning 19 10.4 Facilities(Intentionally Omitted) 19 10.5 Orderly Operation 19 10.6 No Dangerous Materials 20 10.7 Security 20 10.8 Vehicles on Public Right-of-Way 20 10.9 Inspection 21 2 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD SECTION TITLE PAGE 11. INSURANCE 21 12. INDEMNITY 22 13. DEFAULT AND TERMINATION 23 13.1 Bankruptcy 23 13.2 Default in Payment 23 13.3 Non-Monetary Default 24 13.4 City's Remedies for Concessionaire's Default 24 13.6 Termination for Convenience/Partial Termination 25 13.7 Surrender of Concession Area 26 14. PERFORMANCE BOND OR ALTERNATE SECURITY(Intentionally Omitted) 26 15. ASSIGNMENT 26 16. SPECIAL EVENTS 27 16.2 City Special Events 27 17. NO IMPROPER USE 28 18. PRICE SCHEDULES 29 19. NOTICES 29 20. LAWS 30 20.1 Compliance 30 20.2 Governing Law 30 20.3 Equal Employment Opportunity 30 20.4 No Discrimination 30 21. FORCE MAJEURE 31 22. CONCESSIONAIRE'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW 32 23. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES 34 24. INSPECTOR GENERAL AUDIT RIGHTS . 35 25. E-VERIFY . 37 26. LIMITATION OF LIABILITY 38 27. VENUE 38 28.0 MISCELLANEOUS 38 28.1 No Partnership 38 28.2 Modifications 38 28.3 Complete Agreement 39 28.4 Headings 39 28.5 Binding Effect 39 28.6 Clauses 39 28.7 Severability 39 28.8 Right of Entry 39 28.9 Not a Lease 39 28.10 Signage 39 28.11 Use of the Right-of-Way 40 28.12 Conflict of Interest 40 28.13 Reasonableness 40 28.14 Procedure for Approvals and/or Consents 40 28.15 No Waiver 40 28.16 No Third Party Beneficiary 40 28.17 Attorneys' Fees 40 3 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD CONCESSION AGREEMENT BETWEE N CITY OF MIAMI BEACH, FLORIDA AND PRODUCTIONS SUD, INC. FOR MANAGEMENT AND OPERATION OF THE LINCOLN ROAD ANTIQUE AND COLLECTIBLES MARKET THIS AGREEMENT made they day of April , 2021, between the CITY OF MIAMI BEACH. a municipal corporation of the State of Florida, having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139(hereinafter called "City"), and PRODUCTIONS SUD, INC., a Florida corporation, with offices at 1360 Marseilles Drive, Miami Beach, Florida, 33141 (hereinafter called "Concessionaire"). The City hereby grants to the Concessionaire, and the Concessionaire hereby accepts from the City, the exclusive right to operate the following described concession within the Concession Area, as defined herein, in conformance with the purposes and for the period stated herein, and subject to all the terms and conditions herein contained and fairly implied by the terms hereinafter set forth. WITNESSETH WHEREAS, on August 26, 2019, the City issued RFLI 2019-318-WG for the management and operation of a street market on a portion of a public right-of-way known as Lincoln Road ("Antiques and Collectibles Market"); and WHEREAS, on September 16, 2020, pursuant to Resolution No. 2020-31401, the Mayor and City Commission accepted the recommendation of the City Manager and approved, pursuant to RFLI 2019-318-WG, a concession agreement between the City and Production Sud, Inc. ("Concessionaire')for the management and operation of the Antiques and Collectibles Market; and WHEREAS, the Administration has successfully negotiated a Concession Agreement with Concessionaire, for the operation and management of the Antiques and Collectibles Market, said Agreement commencing retroactively on October 1, 2020, and expiring on September 30, 2023,with two (2) renewal options, at the City's sole discretion, for an additional two (2) years each; and 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: 4 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD SECTION 1. TERM. 1.1 This Agreement shall be for an initial term of three (3) years, commencing retroactively on October 1, 2020(the"Commencement Date")and ending on September 30, 2023 ("Initial Term"). 1.2 Provided that the Concessionaire is not in default under Section 13 hereof, and at the City's sole discretion, commencing upon written notice from Concessionaire to the City, which notice shall be given no later than 90 days prior to the expiration of the Initial Term of the Agreement, the City may extend the term of this Agreement, at the City Manager's sole discretion, for up to two (2) additional periods of two (2) years each. The first renewal period shall commence on October 1, 2023, and end on September 30, 2025 ("First Renewal Term"). The second renewal period shall commence on October 1, 2025 and end on September 30, 2027("Second Renewal Term"). SECTION 2. CONCESSION AREA. The City hereby grants to the Concessionaire the exclusive right, during the term of this Agreement, to operate a concession for an open air street market, as described herein, in the following area(s)(hereinafter referred to collectively as the"Concession Area"),as more specifically delineated in Exhibits 2.1, 2.2. and 2.3, attached hereto and incorporated herein: 2.1 Lincoln Road between Lenox Avenue and Meridian Avenue. This Concession Area is limited to the public right-of-way bounded on the south by the southernmost line of the Lincoln Road right-of-way; bounded on the north by the northernmost line of the Lincoln Road right-of-way: bounded on the east by the westernmost line of Meridian Avenue right-of-way; and bounded on the west by the easternmost line of Lenox Avenue right-of-way. The Concession Area does not include those portions of the right-of-way used by vehicular traffic except for Michigan Avenue as described in Section 2.2 and Jefferson Avenue as described in section 2.3. The Concession Area does not include those portions of the public right-of- way where fountains, seating, or other public amenities or other uses authorized/licensed/permitted by the City are currently located or may be located in the future. 2.2 Michigan Avenue between South Lincoln Lane and North Lincoln Lane. This Concession Area is limited to the public right-of-way bounded on the south by the northernmost line of the South Lincoln Lane right-of-way; bounded on the north by the southernmost line of the North Lincoln Lane right-of-way; bounded on the west by a line located six (6) feet east of and parallel to the westernmost line of Michigan Avenue right-of-way: and bounded on the east by a line located six (6)feet west of and parallel to the easternmost line of Michigan Avenue right-of-way, attached hereto and incorporated as Exhibit 2.2. Michigan Avenue is to be utilized as a load in and load out zone. 5 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD 2.3 Jefferson Avenue between South Lincoln Lane and North Lincoln Lane. This Concession Area is limited to the public right-of-way bounded on the south by the northernmost line of the South Lincoln Lane right-of-way: bounded on the north by the southernmost line of the North Lincoln Lane right-of-way; bounded on the west by a line located six (6) feet east of and parallel to the westernmost line of Jefferson Avenue right-of-way, attached hereto and incorporated as Exhibit 2.3. Jefferson Avenue is to be utilized as a load in and load out zone. 2.4 Notwithstanding the use of the Concession Area(s) granted to Concessionaire above, Concessionaire herein understands, agrees, and acknowledges that the Concession Area, along with any and all other public right-of-way area(s)not specifically identified herein, are public and,as such, must remain available for the use and enjoyment of the general public whether or not the public chooses to purchase any of Concessionaire's goods, or otherwise partake of any of the services it provides. In the event that a member of the public is within a particular area of the Concession Area. Concessionaire agrees to allow for his/her continued peaceful enjoyment of said area. SECTION 3. USE(S). The Concessionaire is hereby authorized to conduct the following kind(s)of business(es) within the Concession Area, as provided below, all at its sole cost and expense: 3.1 Concessionaire shall operate and manage an open air street market, commonly known and referred to herein as the "Lincoln Road Antique and Collectibles Market"(the Market), which shall provide a venue for vendors to sell and/or provide the following (as each is more specifically defined in Section 3.2): a) Antiques; b) Vintage Goods; and c) Collectibles. This shall also generally include the rental of booths. tents, tables, signs or space(s) (collectively the -facilities"), in conformance with the attached site plans (Exhibits 2.1, 2.2, and 2.3). The City herein approves the rental of the aforestated facilities, and the prices for same, as provided in Section 18. 3.1.1 Facilities Design: The design, type, material, and color of any and all facilities, as defined in Subsections 3.1 and 3.2, shall be approved in writing by the City's Planning Department prior to the Commencement Date of this Agreement. A photo or photo(s) of City-approved facilities is incorporated herein as Exhibit 3.1.1.Thereafter, Concessionaire shall not change, alter, or modify said City-approved design, type, material and color of any facilities without the prior written consent of the City Manager or his designee, and, if so approved, an updated Exhibit 6 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD 3.1.1 will be made a part of and incorporated into this Agreement. As referenced in this Agreement, the City Manager's designee shall be the Director of Tourism, Culture and Economic Development Department. 3.1.2 Placement of Facilities: All respective facilities within the Concession Area shall be placed substantially in accordance with the attached site plans. herein approved by the City and attached hereto and incorporated as Exhibits 2.1, 2.2, and 2.3 herein. Concessionaire shall not deviate from or alter the approved site plans without the prior written consent of the City Manager or his designee. 3.1.2.1 Compliance with American with Disabilities Act (ADA) and any other applicable accessibility standards: Concessionaire agrees and acknowledges that during all periods when its Market is in operation, including set-up and break-down periods, it shall comply with ADA standards, Florida Accessibility Code standards, and any other applicable accessibility standards required by law, including the provisions of the City's "Special Events Disability Access Punch List", attached hereto and incorporated as Exhibit 3.1.2.1 herein. Concessionaire's compliance with the provisions set forth in the attached Exhibit 3.1.2.1, includes, but shall not be limited to,any and all responsibilities associated with "Event Producer" as described therein. 3.1.2.2 The Concessionaire's responsibility to comply with the aforementioned provisions in Subsection 3.1.2.1 include. but are not limited to, ensuring that there is an accessible path of travel from the handicap designated parking spaces and public transportation stops within the boundary of. areas associated with, and entrances to, Lincoln Road. Concessionaire shall: a) maintain accessible path(s) of travel that permit the unobstructed access to the entryways of all buildings, facilities, elements and spaces along Lincoln Road; b) maintain an unobstructed accessible path of travel on both the north sidewalk and the south sidewalk of Lincoln Road; and c) maintain an unobstructed accessible path(s) of travel from the north walkway to the south walkway of Lincoln Road. 7 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 3.1.2.3 Notwithstanding the above, Concessionaire's responsibility to comply with the requirements of Subsections 3.1.2.1 shall be limited to those areas within the Concession Area as provided in Subsections 2.1, 2.2 and 2.3 herein. 3.1.3 Set Up: The set-up of facilities to be placed within the Concession Area, substantially in accordance with the site plan(s)approved pursuant to Exhibits 2.1, 2.2, and 2.3 shall be in accordance with the days and hours of operation in Section 9, not to exceed 125, 10' x 10', tent spaces. Placement of vendor facilities shall be in accordance with and shall not exceed the maximum number of tent spaces at the locations set forth in Exhibits 2.1, 2.2, and 2.3 attached hereto and incorporated herein. 3.1.4 Public Right-of-Way: The City and Concessionaire agree and acknowledge that the public's use of the public right-of way is a prime consideration and must be balanced accordingly with Concessionaire's proposed operations, as set forth herein. Accordingly, notwithstanding the site plans and maximum numbers (as provided for in the Set Up period) set forth in Subsection 3.1.3, Concessionaire further agrees that, notwithstanding its right to set up its maximum numbers, it will not alter or modify its site plans without the prior written consent of the City Manager or his designee. Notwithstanding the preceding paragraph, City and Concessionaire may, from time to time, meet to review and, subject to City's prior written consent, revise the maximum numbers(as provided for in the Set-Up period) set forth in Subsection 3.1.3. 3.1.5 Interaction and Coordination with Other Lincoln Road Operations and Events: Concessionaire agrees and understands that there are other businesses, establishments, operations and events which are ongoing,or may occur from time to time within, or in close proximity to the Concession Area. As such, Concessionaire agrees that it will use its best efforts to cooperate and coordinate with said businesses. establishments, operations and events so as to minimize the impact to the respective parties. 3.1.6 Conflict Resolution: Concessionaire recognizes and understands that conflicts with one or more of the following entities, groups, and/or individuals may arise during the Term of this Agreement, or any extensions thereof: 8 DocuSign Envelope ID:E3A3260E-C391-48A2-BRAE-F6604D325DFD • Conflicts between Lincoln Road (or other) Merchants/Businesses and Concessionaire • Conflicts between Vendors and Concessionaire • Conflicts between Vendors and the General Public • Conflicts between General Public and Concessionaire As such, Concessionaire further recognizes and understands that notice of said conflicts may be directed to the attention of Concessionaire or the City. In the event a notice of conflict is communicated to the City, the City will communicate same to the Concessionaire, as soon as practicable. Whenever a conflict arises, upon Concessionaire's receipt of notice of same, whether written or verbal, between any of the aforestated entities, groups, or individuals, with any of Concessionaire's operations, resolution to said conflicts will be addressed in the following manner: 1. Concessionaire shall meet with the conflicted party and endeavor, using its best efforts and good faith, to resolve the conflict to the satisfaction of all parties concerned within fourteen (14) calendar days from receipt of notice. 2. In the event the conflict cannot be resolved as stated in Number 1 above,then the Concessionaire shall provide written notice to the conflicted party, (with copy to the City Manager's designee)with a date on which to meet with the City Manager's designee, to address the conflict. At that time, the City Manager's designee will recommend a resolution. The City Manager's designee shall endeavor to set a meeting date within fourteen (14) calendar days of receipt of a copy of the written notice to the conflicted party. 3. In the event the resolution recommended by the City Manager's designee is not acceptable to the Concessionaire or the conflicted party, the City Manager's designee shall inform the City Manager, and provide him with the pertinent details of the conflict. The City Manager may make a determination as to whether he concurs with the designee's recommendation;offer an alternate resolution;or choose to meet with Concessionaire and the conflicted party to get additional information prior to making a final determination. Notwithstanding the foregoing, the City Manager's final determination. will be binding upon Concessionaire, and Concessionaire shall agree to be bound by same. Concessionaire agrees and understands that the above referenced conflict resolution language is not applicable to 9 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD any conflicts that may arise between the City and the Concessionaire pursuant to this Agreement, or conflicts outside of the City's purview, control or jurisdiction. 3.1.7 The condition and quality of Concessionaire's facilities shall at all times be maintained in a manner that is consistent with the condition and quality of similar facilities in first class open air markets located in other world class areas. It is the City's intent, and Concessionaire hereby agrees and acknowledges same, to develop and promote world class open air street market facilities and operations that would be comparable to those found in other world class public areas. Accordingly, Concessionaire shall not only, at a minimum,ensure that all facilities placed within the Concession Area are well maintained and in usable condition, but shall adhere, as indicated in this Subsection, to high ongoing maintenance standards for same consistent with the aforementioned condition and quality. 3.1.8 Quality of goods and services offered will be first-rate and comparable to that available in open air markets in other world class areas on par with the City of Miami Beach or, at a minimum, to the quality and pricing of goods and services provided by privately owned businesses selling like goods and services within the City of Miami Beach. 3.1.9 In addition to Concessionaire's general maintenance obligations for the Concession Area, as set forth in Section 10 hereof, all portions of the Concession Area shall at all times be maintained in a clean and sanitary manner. Additionally, Concessionaire shall comply with the CDC Guidelines incorporated herein by reference and attached hereto as Exhibit 3.1.9. 3.1.10 The concession operations shall be offered to patrons at all times during the days and hours of operation set forth in Section 9 herein. However, if the City, at its sole discretion, deems that there is a decrease in demand for the concession operations, or if the Concessionaire provides the City with written notice that it is desirous of reducing its hours of operation, (i) the City shall provide Concessionaire with a minimum of two(2)weeks prior written notice. requesting the specific decrease in Concessionaire's operation, or(ii) Concessionaire shall provide the City with, at minimum, two weeks prior written notice, requesting to reduce said hours, for the City's written approval (which shall not be unreasonably withheld) prior to implementing said schedule of reduced hours of operation. Said notice to the City shall include the newly proposed schedule of operation. In the event the City requests that Concessionaire decrease its operations pursuant to this Subsection, then the partial termination provisions of Subsection 13.6.3 shall apply. 10 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD Similarly, if Concessionaire is desirous of increasing its hours of operation in the Concession Area then, in that event, the Concessionaire shall obtain the City's prior written consent. Concessionaire agrees and acknowledges that any Concessionaire requested reduction in the scheduled hours of operation as may be provided herein shall not in any way reduce Concessionaire's financial responsibility to the City. as required in Section 4, except if same is deemed by the City to be a partial termination pursuant to Subsection 13.6.3. 3.2 Permitted Concession Operations / Uses. 3.2.1 Antiques: This shall generally include the sale of items created at least 100 years prior to the execution of this Agreement. 3.2.2 Vintage Goods: This shall generally include the sale of items of high style and quality created at least 25 years prior to the execution of this Agreement. 3.2.3 Collectibles: This shall generally include the sale items including, but not limited to, jewelry, bric-a-brac, reproductions, memorabilia. art, and creative uses of recycled components, etcetera, in the spirit of antique and/or vintage. 3.2.4 In the event that the City Manager or his designee determines. at his sole option and discretion, that all or a portion of Concessionaires proposed uses. pursuant to Subsection 3.1 and as defined in Section 3.2, are no longer desired, then the City may revoke Concessionaire's right to provide all or a portion of said uses, without cause, upon thirty (30) days written notice to Concessionaire. Any percentage of gross paid by Concessionaire(pursuant to Subsections 4.2 and 4.3)to City with regard to a delete/discontinued use, shall be prorated and/or adjusted accordingly as of the date of termination of said use, and no further payment shall be required for same during the term of this Agreement, unless the City reinstates the use, at which time the payment provisions of Subsections 4.2 and 4.3 shall once again apply. 3.3 Intentionally Omitted. 3.4 Intentionally Omitted. 3.5 Intentionally Omitted. 11 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 3.6 Off-Duty Police / Field Monitor/ Parkinq. 3.6.1 Off-Duty Police: Concessionaire agrees to provide Off-duty Police services as same is required pursuant to City of Miami Beach policy or as may be required in accordance with applicable law. Notwithstanding the foregoing, Concessionaire, at minimum, shall provide, at its sole cost and expense, at least one (1) Off-duty Police Officer during hours of operation, including set-up and break down periods, on the day(s)that the Market is scheduled to operate. Concessionaire shall remit payment for the use of the off-duty police officer expense directly to the City of Miami Beach and under no circumstances shall remit payment directly to the officer. 3.6.2 Field Monitor: Monitoring Fee: Concessionaire agrees to pay a monitoring fee, in the amount of 540.00 per market day operated in the Concession Area in order to defray the monitoring costs of the City related to the Concessionaire's operation at the Market. This monitoring fee shall be paid along with the PG payment due pursuant to Subsection 4.2 herein. The City, through its designated staff, will monitor the Concession Area in the frequency deemed appropriate by the City, in its sole discretion. In the event that the City, at its sole discretion, chooses to extend the term of this Agreement for the additional two (2)year Renewal Term, the monitoring fee during the Renewal Term shall be automatically increased, by five percent(5%)from the Initial Term's monitoring fee. 3.6.3 Concessionaire supervisory/management employee shall be on duty and on-site within the Concession Area at all times during which the Market is operating, including but not limited to Set-Up and Move-Out periods, as defined in Subsection 9.2 herein. 3.6.4 Parkinq(Baqqinq Parkinq Meters). If the use of parking spaces at the Concession Area is required in connection with the operation of the Market, Concessionaire will be required to pay the City for any parking meters bagged. 3.7 Vendor Selection / First Priority to Miami Beach Merchants. 3.7.1 Within thirty (30) days from the Commencement Date of this Concession Agreement, and for a period of thirty(30)days thereafter. the Concessionaire shall offer Miami Beach licensed merchants the opportunity to participate (a booth space in the Market) as vendors before opening its search to the general public or other networks.The Concessionaire will establish this "pool" and will also serve as the clearinghouse for booth availability and vendor applicants. The Concessionaire shall commit to use this clearinghouse during the initial availability of booth space before expanding its search to other 12 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD networks. The Concessionaire will use best efforts to ensure that all Miami Beach licensed merchants are contacted and that announcements regarding booth availability are disseminated throughout the City of Miami Beach,as quickly as possible so as to take optimum advantage of the thirty (30) day availability period, including but not limited to, advertising in a local newspaper, placing information on the Market or other websites, or other similar efforts. The Concessionaire will make itself available to answer any questions potential applicants may have about the Market. 3.7.2 Notwithstanding the foregoing, and for purposes of this Section 3.7, in the event that the number of responsive Miami Beach licensed merchants desirous of participating in the Market would cause Concessionaire to displace any vendors who have been and are currently and actively participating in the Market as of the date of execution of this Agreement, and such displacement is directly due to lack of available space within the Concession Area, then in such event Concessionaire and the City agree to meet and discuss, in good faith, and make reasonable efforts to resolve this matter. It is understood by the parties herein, that the intent of this Subsection 3.7 is not to displace vendors who are currently and actively participating in the Market but to provide opportunities for those Miami Beach licensed merchants who desire to participate in the Market. 3.7.3 The Concessionaire will keep and make available to the City for inspection, upon notice by the City. carefully detailed records. including the name, address, telephone numbers, qualifications, experience, and the proposed goods and services to be offered for sale by its vendors, and will pay particular attention to matching vendors and booths with appropriate locations. 3.8 Removal of Concession Facilities. Concessionaire agrees that all its facilities or other items used in the concession operations will be removed from the public right-of- way/Concession Area and said removal shall be done on a daily basis, in compliance with the time parameter(s) set forth in Subsection 9.2 herein. 3.9 Hurricane Evacuation Plan. Concessionaire agrees that all its facilities or other items used in the concession operations will be removed from the public right-of- way/Concession Area and said removal shall immediately begin no later than upon the issuance of a Hurricane Warning by the Miami-Dade County Office of Emergency Management, and stored at a private, off-site location. 13 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 3.10 City Occupational Licenses. Concessionaire shall obtain, at its sole cost and expense, any occupational licenses required by City law, as amended from time to time, for its proposed operations, as contemplated in Section 3 of this Agreement. For purposes of this Agreement, Concessionaire shall obtain the applicable"Agents, Broker, Dealers..." category City occupational license. 3.11 Street Closure Permits Concessionaire shall obtain, at its sole cost and expense, any requisite street closure permits, on an annual basis, as required by City law, as amended from time to time, for its proposed operations. as contemplated in Section 3 of this Agreement. Any street closures, lane reductions must submit a Certified Maintenance of Traffic (MOT) plan and obtain approvals from the City's Police Department, Public Works Department, and City Manager s Office. This plan must be from a certified traffic safety company and/ or licensed barricade company. If you impact a State Road in any capacity you will have to obtain approvals from Florida Department of Transportation (FDOT). SECTION 4. CONCESSION FEES. 4.1 Security Deposit. Upon execution of this Agreement Concessionaire shall furnish the City with a Security Deposit, in the amount of Five Thousand and 00/100($5.000.00) Dollars. Said Security Deposit shall serve to secure Concessionaire's performance in accordance with the provisions of this Agreement. In the event the Concessionaire fails to perform in accordance with said provisions, the City may retain said Security Deposit, as well as pursue any and all other legal remedies provided herein, or as may be provided by applicable law. The parties agree and acknowledge that the foregoing condition is intended to be a condition subsequent to the City's approval of this Agreement. Accordingly, in the event that Concessionaire does not satisfy the aforestated condition within the time periods provided herein, then the City Manager or his designee may immediately, without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to him for breach of contract. 4.2 Percentage of Gross (PG) vs. Minimum Guarantee (MG). During the Initial Term, and any Renewal Term, of the Agreement, Concessionaire shall pay the City, on a monthly basis, and within thirty (30) calendar days from the end of each month during the term herein, an amount equal to fifteen (15%) percent of Concessionaire's gross receipts (PG). The term "gross receipts" is understood to mean all income, whether collected or accrued, derived by the Concessionaire under the privileges granted by this Agreement, excluding amounts of any Federal, State, or City sales tax, or other tax, governmental imposition, assessment, charge or 14 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD expense of any kind, collected by the Concessionaire from customers and required by law to be remitted to the taxing or other governmental authority. Except as otherwise provided, with regard to a special event under Subsection 16.1 hereof in which Concessionaire is not permitted to continue operating, the pro-rata share due to the City for the event days will be abated. 4.3 Minimum Guarantee (MG). Notwithstanding the PG payment required pursuant to Subsection 4.2,and in consideration of the City executing this Agreement and granting the rights provided in this Agreement, Concessionaire shall pay to the City a Minimum Guaranteed Annual Concession Fee (MG) of Forty Thousand and 00/100 ($40,000.00) Dollars for the Initial Term, and shall be paid annually in accordance with Sections 4.2 and 4.3, as applicable. In the event that the annual PG is less than the MG,then the Concessionaire shall also pay to the City,on an annual basis, the difference between the PG amount and the MG amount, no later than thirty (30) days from the end of each fiscal year during any Term hereunder. In the event that the City, at its sole discretion, chooses to extend the Term of this Agreement for the additional two (2) year Renewal Term, the Renewal Term MG shall be automatically increased, by five percent (5%) from the Initial Term's MG, and shall be due and payable to the City, in accordance with Sections 4.2 and 4.3, as applicable. 4.4 Use of Electricity. Neither Concessionaire, nor its Vendors shall use, or have the right to use. any electrical outlet located on any City right-of-way or City-owned property, nor shall use, or have the right to use, any other means by which to access electricity from any City public right-of-way, or any City-owned property. In the event Concessionaire and/or its Vendor(s) intend to access and use electricity from any privately-owned property or source, same must be in accordance with applicable law, including the procurement of all applicable permits and authorization related to same. 4.5 Interest for Late Payment. Any payment which Concessionaire is required to make to City which is not paid on or before the respective date provided for in this Agreement shall be subject to interest at the rate of eighteen percent (18%) per annum or the highest rate allowed by Florida law, whichever is less, from the due date of payment until such time as payment is actually received by the City. 4.6 Sales and Use Tax. It is also understood that, if applicable, the required Florida State Sales and Use Tax shall be added to Concessionaire's payments and forwarded to the City as part of said payments. It is the City's intent that it is to receive all 15 DocuSign Envelope ID'E3A3260E-C391-48A2-BAAE-F6604D325DFD payments due from Concessionaire as net of such Florida State Sales and Use Tax. 4.7 Public Parking Meters If public parking meters will be required to be covered during the time the Lincoln Road Antiques & Collectables Market is operating, the Concessionaire shall be responsible for covering the requisite meters and paying the City for the use of said parking spaces. SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS. Concessionaire shall maintain current, accurate, and complete financial records on an accrual basis of accounting related to its operations pursuant to this Agreement. Systems and procedures used to maintain these records shall include a system of internal controls and all accounting records shall be maintained in accordance with generally accepted accounting principles and shall be open to inspection and audit, but not photocopying, by the City Manager or his designee upon reasonable prior request and during normal business hours. Such records and accounts shall include a breakdown of gross receipts, expenses, and profit and loss statements and such records shall be maintained as would be required by an independent CPA in order to audit a statement of annual gross receipts and profit and loss statement pursuant to generally accepted accounting principles. A monthly report of gross receipts must be submitted to the City, through the Finance Department's Revenue Manager, to be received no later than thirty (30) days after the close of each month. SECTION 6. INSPECTION AND AUDIT. Concessionaire shall maintain its financial records pertaining to its operations for a period of three (3) years after the conclusion of the Initial Term, or (if approved) the Renewal Term, and such records shall be open and available to the City Manager or his designee, as deemed necessary by the City Manager or his designee. Concessionaire shall maintain all such records at its principal office, currently located at 1360 Marseille Drive, Miami Beach, Florida, 33141 or, if moved to another location, all such records shall be relocated, at Concessionaire's expense, to a location within the City of Miami Beach, within ten (10) days written notice from the City that the City desires to review said records. The City Manager or his designee shall be entitled to audit Concessionaire's records pertaining to its operation as often as it deems reasonably necessary throughout the term of this Agreement, and three(3)times within the three(3)year period following termination of the Agreement, regardless of whether such termination results from the natural expiration of the term or for any other reason. The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five percent (5%)or more in Concessionaire's statement of gross receipts for any year or years audited, in which case the firm shall pay to the City,within thirty(30)days of the audit being deemed final (as specified below), the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest: provided, however, the audit shall not be deemed final until Concessionaire has received the audit and has had a reasonable opportunity to review the audit and discuss the audit with the City. Nothing contained within 16 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD this Section shall preclude the City's audit rights for resort tax collection purposes. Concessionaire shall submit, within ninety (90) days from the end of each calendar year during the Initial Term(and, if approved, the Renewal Term), an audited annual statement of gross receipts for the Market, in a form consistent with generally accepted accounting principles. It is Concessionaire's intent to stay informed of comments and suggestions by the City regarding Concessionaire's performance under the Agreement.Within thirty(30)days after the end of the Initial Term (and, if approved, the Renewal Term), Concessionaire and City may meet to review Concessionaires performance under the Agreement. At the meeting, Concessionaire and City may discuss quality, operational, maintenance and any other issues regarding Concessionaire's performance under the Agreement. SECTION 7. TAXES, ASSESSMENTS, AND UTILITIES. 7.1 Concessionaire agrees to and shall pay before delinquency all taxes (including, but not limited to, resort taxes) and assessments of any kind assessed or levied upon Concessionaire by reason of this Agreement or by reason of the business or other activities and operations of Concessionaire upon or in connection with the Concession Area. Concessionaire will have the right, at its own expense, to contest the amount or validity, in whole or in part, of any tax and/or assessment by appropriate proceedings diligently conducted in good faith. Concessionaire may refrain from paying a tax or assessment to the extent it is contesting the assessment or imposition of same in a manner that is in accordance with law: provided, however, if, as a result of such contest, additional delinquency charges become due, Concessionaire shall be responsible for such delinquency charges, in addition to payment of the contested tax and/or assessment if so ordered. Concessionaire shall also pay for any fees imposed by law for licenses or permits for any business, activities, or operations of Concessionaire upon the Concession Area. Concessionaire shall pay before delinquency any and all charges for utilities used by, for, or on behalf of the operations contemplated herein (including, but not limited to, water, electricity, gas, heating, cooling, sewer, telephone. trash collection, etc.). 7.1.1 Electricity: Intentionally Omitted. 7.2 Procedure If Ad Valorem Taxes Assessed. Notwithstanding Subsection 7.1 above,the parties agree that the concession operations contemplated herein are for public purposes and,therefore, no ad valorem taxes should be assessed by the Miami-Dade County Tax Appraiser. If, however, said taxes are assessed, City and Concessionaire shall use reasonable efforts to address payment of same. 17 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS. 8.1 In connection with the performance of its responsibilities hereunder, Concessionaire may hire its own employees and/or independent contractors, who will be employees and/or independent contractors of Concessionaire and not employees or agents of the City. Additionally, Concessionaire's vendors shall not be considered agents or employees of the City. Concessionaire shall select the number, function, qualifications. compensation, including benefits (if any), and may, at its discretion and at any time, adjust or revise the terms and conditions relating to its employees and/or independent contractors. 8.2 Concessionaire shall ensure that all its employees and/or independent contractors observe all the graces of personal grooming.The Concessionaire shall hire people to work in its concession operation who are neat, clean, well-groomed and shall comport themselves in a professional and courteous manner, and ensure that its vendors and/or independent contractors comply with same. Neither Concessionaire nor any employees, agents or anyone selected by Concessionaire as a vendor for the Market shall have been convicted of a felony. If Concessionaire materially fails to comply with this provision,the City may default Concessionaire pursuant to Section 13 herein. 8.3 The Concessionaire shall have an experienced manager or managers overseeing the concession operations at all times. SECTION 9. SCHEDULE OF OPERATION. Concessionaire's operations shall be open on the Concession Area, in accordance with the schedule outlined below, weather or events of force majeure permitting. 9.1 Days) of Operation: Sundays only, as more specifically delineated in Exhibit 9.1, attached hereto and incorporated herein, as same may be amended from time to time. 9.2 Operating Hours: Set-Up: Must not begin earlier than 2:00 AM and end by 7:00 AM Market operating hours: Daylight Savings Time: 8:00 AM to 6:00 PM Eastern Standard Time: 8:00 AM to 5:00 PM Move-Out: Daylight Savings Time: 5:00 PM to 7:00 PM Eastern Standard Time: 4:00 PM to 6:00 PM 18 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD Any change in the days or hours of operation require the prior written consent of the City Manager including, but not limited to, change in the days and hours of operation requested pursuant to Subsection 3.1.10. SECTION 10. MAINTENANCE. 10.1 The Concessionaire accepts the use of the Concession Area provided in this Agreement in its "as is" condition. Concessionaire assumes sole responsibility and expense for maintenance of the Concession Area and its facilities therein. This shall include daily removal of litter,garbage and debris, said removal to be the sole responsibility and expense of Concessionaire. Daily maintenance shall be accomplished on all days and hours Concessionaire operates. Concessionaire agrees, also at its sole cost and expense, to pay for all garbage disposal generated by its operations. 10.2 Garbage Receptacles. With respect to litter, garbage and debris removal, the Concessionaire shall provide, at its sole cost and expense, receptacles within the confines of the Concession Area and shall provide a sufficient number of these receptacles for its own use and for the use of the public that patronizes the Market. Disposal of the contents of said receptacles and removal of litter, garbage and debris within the Concession Area, shall be accomplished by the end of the day on all days on which the Concessionaire operates, and shall be the sole responsibility of the Concessionaire. Any costs for removal of the contents of said trash receptacles by the City, because of the Concessionaire's failure to do the same, will be charged to, and become the responsibility of,the Concessionaire. The dumping or disposal of any refuse, discards, trash or garbage, generated by, or as a result of the concession operations, into any City trash receptacles by the Concessionaire (including its staff, employees and/or vendors)shall be strictly prohibited. Determination of the "number" of receptacles shall at all times be within the City's sole discretion, and Concessionaire shall agree to be bound by same. 10.3 Pressure Cleaning. Concessionaire shall reimburse the City on a quarterly basis throughout the Term of this Agreement, in the amount of One Hundred ($100) Dollars; said reimbursement represents the City's cost to pressure clean the Concession Area, as defined herein. 10.4 Facilities. Intentionally Omitted. 10.5 Orderly Operation. The Concessionaire shall have a neat and orderly operation at all times and shall be solely responsible for the necessary housekeeping services to properly maintain the Concession Area and all facilities incident thereto. The Concessionaire shall make available all operations and facilities within the Concession Area (including but not limited to vendor facilities) for 19 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD examination during days and hours of operation by the City Manager or his authorized representative. 10.6 No Dangerous Materials. 10.6.1 The Concessionaire agrees not to use or permit in the Concession Area and/or facilities the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators,turpentine, benzene, naphtha, propane,natural gas, or other similar substances, combustible materials,or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida. Any such substances or materials found within the Concession Area and/or facilities shall be immediately removed. 10.6.2 Notwithstanding any contrary provisions of this Agreement, Concessionaire, after the Commencement Date, shall indemnify and hold City harmless from any loss, damage, cost, or expense of the City, including,without limitation, reasonable attorney's fees,incurred as a result of, arising from, or connected with the placement by Concessionaire, and/or its employees, vendors, agents and/or subcontractors, after the Commencement Date, but during the term of this Agreement, of any hazardous substance or petroleum products on, under, in or upon the Concession Area as those terms are defined by applicable Federal and State Statute. or any environmental rules and environmental regulations promulgated thereunder; provided, however, Concessionaire shall have no liability in the event of the willful misconduct or gross negligence of the City, its agents, servants or employees. The provisions of this Subsection 10.6 shall survive the termination or earlier expiration of this Agreement. 10.7 Security. The Concessionaire shall be responsible for and provide reasonable security measures which may be required to protect the Concession Area and any of the facilities, goods and/or other equipment thereon. Under no circumstances shall the City be responsible for any stolen or damaged goods, facilities, materials and/or other equipment, nor shall City be responsible for any stolen or damaged personal property of Concessionaire's employees, vendors. patrons, guests, invitees, and/or other third parties. 10.8 Vehicles on the Public Right-of-Way. Concessionaire's employees,vendors, patrons,guests, invitees. and/or other third parties vehicles andior trailers shall only be allowed on the street adjacent to Concession Area/public right-of-way for purposes of setting up the concession operations, and to remove same at the close of operations each day, and any and all such vehicles for purposes thereon must be removed from the public right-of-way immediately thereafter. Concessionaire shall contractually require that anyone operating a vehicle for,or on behalf of 20 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD Concessionaire and/or its employees, agents, and/or vendors, must have a current valid Florida Driver's License. Said set-up and move-out operations shall only be permitted during regular hours for same, pursuant to Subsection 9.2 herein, and shall be completed safely and expeditiously. No vehicular traffic or parking will be permitted on the public right-of-way during concession hours of operation, pursuant to Subsection 9.2 herein. Access to the public right-of-way shall only be permitted via specifically designated points authorized for such use and the nearest authorized access to a concession vendor's operation. Vehicles operated on the public right-of-way shall not exceed 5 M.P.H. and shall only operate in the immediate vicinity of the concession, or to-and-from the nearest predetermined and assigned access point. After transporting facilities, goods, merchandise. equipment, and/or other items to the Concession Area, the vehicles shall be removed from the public right-of-way and parked in a legally authorized location. Driving on the public right-of-way shall be kept to a minimum. No vehicular traffic will be permitted on the public right-of-way, at any time or for any purpose, other than as stated herein. Vehicle operator must inspect the vehicles perimeter and surrounding area, prior to turning the vehicles ignition switch, to assure a clear path of egress and only proceed with extreme caution. 10.9 Inspection. The Concessionaire agrees that the Concession Area and all facilities and operations thereon, including but not limited to vendor booths, may be inspected at any time during days and hours of operation by the City Manager or his designee, or by any other Municipal, County, State officer, or agency having responsibilities for inspections of such operations. The Concessionaire hereby waives all claims against the City for compensation for loss or damage sustained by reason of any interference (which interference, if by the City, must be reasonable) with the concession operation by any public agency or official in enforcing their duties or any laws or ordinances. Any such interference(which interference, if by the City, must be reasonable) shall not relieve the Concessionaire from any obligation hereunder. SECTION 11. INSURANCE. Concessionaire shall maintain, at its sole cost and expense, the following types of insurance coverage at all times throughout the term of this Agreement. a. Comprehensive General Liability in the minimum amount of One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage. This policy must also contain coverage for premises operations, products and contractual liability. b. Workers Compensation Insurance shall be provided as required under the Laws of the State of Florida. 21 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD C. Automobile Insurance for any vehicles used for, or associated with concessionaire's operations shall be provided covering all owned, leased, and hired vehicles and non-ownership liability for not less than the following limits: Bodily Injury $1,000,000 per person Bodily Injury $1,000,000 per accident Property Damage $1,000,000 per accident Failure to procure or maintain the required insurance program shall, at the City's discretion, either(i) constitute an automatic default of the Concession Agreement under which the City may, upon written notice to Concessionaire, immediately terminate the Agreement; or (ii) the City, in its sole discretion, may obtain the insurance itself, in which case said insurance shall be charged back to the Concessionaire as provided in the following paragraph. The policies of insurance referred to above shall not be subject to cancellation or changing coverage except upon at least thirty (30) days prior written notice to the City, and then only subject to the prior written approval of the City Manager or his designee. Prior to the Commencement Date of this Agreement, Concessionaire shall provide City with a Certificate of Insurance for each such policy. ALL POLICIES SHALL NAME THE CITY OF MIAMI BEACH FLORIDA AS AN ADDITIONAL NAMED INSURED. All such policies shall be obtained from companies authorized to do business in the State of Florida with an A.M. Best's Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and any replacement or substitute company shall also be subject to the approval of the City's Risk Manager. Should Concessionaire fail to obtain, maintain or renew the policies of insurance referred to above, in the required amounts, the City may, at its sole discretion, automatically terminate this Agreement or, in the alternative, deem to obtain such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by Concessionaire to City, plus ten percent(10%)of the amount of premiums paid to compensate City for its administrative costs. If Concessionaire fails to repay City's expenditures within fifteen(15)days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12%) until paid, or, at its option, the City may declare the Agreement in default pursuant to Section 13 herein. SECTION 12. INDEMNITY. 12.1 In consideration of a separate and specific consideration of Ten($10)Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify, hold harmless and defend the City, its agents, servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of error, omission, or negligent act of Concessionaire, and/or its vendors, agents, servants, employees and/or subcontractors and/or subconcessionaires in the performance of services under this Agreement. 22 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 12.2 In addition, in consideration of a separate and specific consideration of Ten ($10) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Concessionaire shall indemnify, hold harmless and defend the City, its agents, servants or employees, from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of Concessionaire, and/or its vendors, agents, servants, employees and/or subcontractors and/or subconcessionaires, not included in the paragraph in the Subsection above and for which the City, its agents, servants or employees are alleged to be liable. 12.3 Subsections 12.1 and 12.2 shall survive the termination or expiration of this Agreement. Subsections 12.1 and 12.2 shall not apply, however, to any such liability,that arises as a result of the willful misconduct or gross negligence of the City, its agents, servants or employees. 12.4 Subrogation. The terms of insurance policies referred to in Section 11 shall preclude subrogation claims against Concessionaire, the City and their respective officers, employees and agents. SECTION 13. DEFAULT AND TERMINATION. Subsections 13.1 through 13.3 shall constitute events of default under this Agreement. An event of default by Concessionaire shall entitle City to exercise any and all remedies described as City's remedies under this Agreement. including but not limited to those set forth in Subsection 13.4.An event of default by City shall entitle Concessionaire to exercise any and all remedies described as Concessionaire's remedies under this Agreement, including but not limited to those set forth in Subsection 13.5. 13.1 Bankruptcy. If either the City or Concessionaire shall be adjudged bankrupt or insolvent. or if any receiver or trustee of all or any part of the business property of either party shall be appointed, or if any receiver of all or any part of the business property shall be appointed and shall not be discharged within sixty(60)days after appointment, or if either party shall make an assignment of its property for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or insolvency, or shall apply for reorganization or arrangement with its creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or otherwise, or if such petitions shall be filed against either party and shall not be dismissed within sixty(60)days after such filing, then the other party may immediately, or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 13.2 Default in Payment. In the event Concessionaire fails to submit any payment within five (5) days of its due date, there shall be a late charge of$50.00 . in addition to interest 23 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD at the rate of eighteen percent(18%)per annum or the highest rate allowable by Florida law, whichever is less. If any payment and accumulated penalties are not received within fifteen (15) days after the payment due date, and such failure continues three(3)days after written notice thereof, then the City may,without further demand or notice,terminate this Concession Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 13.3 Non-Monetary Default. In the event that Concessionaire or the City fails to perform or observe any of the covenants, terms or provisions under this Agreement, and such failure continues thirty (30) days after written notice thereof from the other party hereto, such non-defaulting party may immediately or at any time thereafter, and without further demand or notice,terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. In the event that a default is not reasonably susceptible to being cured within such period, the defaulting party shalt not be considered in default if it shall, within such period, commence with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default, but in no event shall such extended cure period exceed ninety(90)days from the date of written notice thereof. In the event Concessionaire cures any default pursuant to this Subsection, it shall promptly provide City with written notice of same. 13.4 City's Remedies for Concessionaire's Default. If any of the events of default 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 defaults and to compensate City for damages resulting from such defaults, including but not limited to the right to give to Concessionaire a notice of termination of this Agreement. If such notice is given,the term of this Agreement shall terminate upon the date specified in such notice from City to Concessionaire. On the date so specified, Concessionaire shall then quit and surrender the Concession Area to City pursuant to the provisions of Subsection 13.7. Upon the termination of this Agreement, all rights and interest of Concessionaire in and to the Concession Area and to this Agreement, and every part thereof, shall cease and terminate and City may, in addition to any other rights and remedies it may have, retain all sums paid to it by Concessionaire under this Agreement. In addition to the rights set forth above, City shall have the rights to pursue any and all of the following: a. the right to injunction or other similar relief available to it under Florida law against Concessionaire; and or b. the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from Concessionaire's default. 24 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 13.5 If an event of default by the City, as set forth in this Section 13, shall occur, the Concessionaire may, after notice (if required) and the expiration of the cure periods(as provided above), at its sole option and discretion, terminate this Agreement upon written notice to the City and/or sue for damages. Said termination shall become effective upon receipt of a written notice of termination by the City, but in no event shall Concessionaire specify a termination date that is less than sixty(60)days from the date of the written termination notice. On the date specified in the notice, Concessionaire shall quit and surrender the Concession Area to City pursuant to the provisions of Subsection 13.7. 13.6 Termination for Convenience/Partial Termination. 13.6.1 Notwithstanding the provisions of this Section 13,this Agreement may be terminated by the City, for convenience and without cause, upon the furnishing of thirty(30)days prior written notice to Concessionaire. 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. Conversely, this Agreement may be terminated by the Concessionaire, for convenience and without cause, upon the furnishing of thirty (30) days prior written notice to City. 13.6.2 Concessionaire acknowledges that the City may develop a schedule of capital improvements for the right-of-way or other improvements in connection with the Lincoln Road Mall area, including all or a portion of the Concession Area, which may entail a closure of all or a portion of the right-of-way and/or Concession Area, at the City Commission's sole discretion. In the event that the City closes down the right-of-way, the Lincoln Road Mall area or any other portion of the Concession Area, for the purpose of undertaking a capital improvement plan thereon, then the parties agree that the this Agreement may be terminated or, in the alternative, the portion of the Agreement referencing said individual Concession Area shall be partially terminated for convenience, without cause and without penalty to either party, and only as to that portion of the Concession Area which has been closed. Such a termination shall become effective upon thirty (30) days prior written notice to Concessionaire. 13.6.3 In the event of termination or partial termination by City of the Agreement pursuant to this Subsection, Concessionaire herein acknowledges and agrees that it shall not have any claim,demand,or cause of action of whatsoever kind or nature, against the City. its 25 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD agents, servants and employees(including, but not limited to, claims for interference in business or damages for interruption of services or interference in its concession operations by Concessionaire or its vendors). However, if it is determined, via a contract year end-review, that a termination or partial termination results in a decrease to the gross revenues derived by the Concessionaire, then Concessionaire s MG amount due to the City, pursuant to Section 4.3, shall be reduced proportionately equal to the percentage of Concession Area that was terminated or partially terminated and for the period of time of said partial termination. 13.6.4 In the event of termination for convenience by Concessionaire pursuant to Subsection 13.6.1, Concessionaire herein acknowledges and agrees that it shall not have any claim, demand, or cause of action of whatsoever kind or nature, against the City, its agents, servants and employees. Moreover, Concessionaire's MG amount due to the City, pursuant to Section 4.3, shall be reduced proportionately equal to the period of time remaining on the current term of this Agreement. 13.7 Surrender of Concession Area. At the expiration of this Agreement, or in the event of a partial termination or termination of the entire Agreement, Concessionaire shall surrender the Concession Area (or portion thereof in the event of a partial termination) in the same condition as the Concession Area was prior to the commencement of this Agreement, reasonable wear and tear excepted. Concessionaire shall remove all its facilities, equipment, fixtures, personal property, etc. upon two (2) hours written notice from the City Manager or his designee unless a longer time period is agreed to by the City. Concessionaire's obligation to observe or perform this covenant shall survive the expiration or other termination of this Agreement. Continued occupancy of the Concession Area (or portion thereof)after termination(or partial termination)of the Agreement shall constitute trespass by the Concessionaire, and may be prosecuted as such. In addition, the Concessionaire shall pay to the City One Thousand ($1,000) Dollars per day as liquidated damages for such trespass and holding over. SECTION 14. PERFORMANCE BOND OR ALTERNATE SECURITY. Intentionally Omitted. SECTION 15. ASSIGNMENT. Except as otherwise provided in this Subsection,or in the Agreement, Concessionaire shall not assign, sublease, grant any concession or license, permit the use of by any other person other than Concessionaire,or otherwise transfer all or any portion of this Agreement and/or of the Concession Area(all of the forgoing are herein after referred to collectively as "transfers"). without the prior written consent of the City. Concessionaire shall notify the City Manager or his designee of any proposed transfer, 26 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD prior to consummation of same and the City or the City Manager or his designee, as applicable, shall respond within thirty (30) days. In the event that any such transfer is approved, the transferee shall agree to be bound by all the covenants of this Agreement required of the transferor hereunder. Any transfer made without complying with this Section shall be null, void, and of no effect and shall constitute an act of default under this Agreement. Notwithstanding any such consent, or any permitted transfer under any provision of this Section, unless expressly released by the City, Concessionaire shall remain jointly and severally liable (along with each approved transferee, who shall automatically become liable for all obligations of the transferor hereunder with respect to that portion of the Agreement so transferred),and the City shall be permitted to enforce the provisions of this Agreement directly against Concessionaire or any transferee of the Concessionaire without proceeding in any way against any other person. For purposes of this Section 15, Concessionaire's selection of vendors for the Market shall not be deemed a transfer. SECTION 16. SPECIAL EVENTS. 16.1 Concessionaire's proposed uses, as set forth in Section 3 herein, do not contemplate the production, promotion or sponsorship by the Concessionaire of special events in any portion of the Concession Area. In the event Concessionaire does produce, promote or sponsor a special event in the Concession Area, it shall abide by the City's Special Events Permit Requirements and Guidelines, as same may be amended from time to time. For any use, other than those provided for in this Agreement, a Special Events Permit may be required and shall be obtained through the City's Department of Tourism, Culture and Economic Development Department. The City Manager's authorization must be obtained for any such special event. The City Administration shall evaluate requests for Special Events Permits on a case by case basis, in accordance with the City's Special Event Permit Requirements and Guidelines, as same may be amended from time to time. In the event that a special event and/or film permit is requested by an entity. other than the Concessionaire, and the proposed special event and/or film production is scheduled to occur within all or a portion of the Concession Area, the Concessionaire agrees to cooperate with the City and the special event permit applicant to allow use of the Concession Area during the period of the special event, including set-up and break-down time. 16.2 City Special Events. Notwithstanding Subsection 16.1 above, and in the event that the City, at its sole discretion, deems that it would be in the best interest of the City, the City reserves the right to displace the Concessionaire for City produced special events and/or other City produced productions. In such cases, the City may request that the Concessionaire cease and desist operations during the term of, and in the area of, the special event and/or production, and the 27 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD Concessionaire shall cease and desist during said term. In the event that it is determined, via a contract year end-review, that ceasing and desisting of concession operations, as stated herein, results in a decrease to the estimated gross revenues derived by the Concessionaire, then Concessionaire's MG amount due to the City, pursuant to Section 4.3, shall be reduced proportionately equal to the percentage of reduced hours of operation caused by said special event and/or production. If the Concessionaire is not required to close, or chooses to remain open without interference to the special event and/or production, Concessionaire agrees to cooperate with the City. If the Concessionaire is allowed to remain open during special events and/or productions, the Concessionaire may be allowed to have in operation its normal daily complement of facilities and vendors. "Normal" shall be defined as facilities and vendors, as approved by the City, that the Concessionaire has available for the public on a normal business day. Such facilities and vendors shall not be increased or altered during special events and/or productions without the prior written permission of the City Manager or his designee. To the extent that the normal business day complement of facilities and vendors is displaced by the special event and/or production, the Concessionaire may reallocate such displaced facilities and vendors on a pro-rata basis within an area of the Concession Area not being utilized by the special event and/or production. For purposes of this Section 16, "normal business day" shall be defined as set forth in Section 9 herein, entitled `Schedule of Operations". 16.3 Notwithstanding anything to the contrary, if a special event occurs in all or any portion of any Concession Area, Concessionaire shall not be liable for any charge, fee or other expense, governmental or otherwise, in connection with such special event. SECTION 17. NO IMPROPER USE. The Concessionaire will not use, nor suffer or permit any person to use in any manner whatsoever, the Concession Area, operations, or facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any Federal, State, County, or Municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. The Concessionaire will protect, indemnify, and forever save and keep harmless the City, its agents, employees and contractors from and against damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or incurred for any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act, neglect or omission of the Concessionaire, its vendors, employees, agents, and/or subcontractors regarding the Concession. In the event of any violation by the Concessionaire, or if the City or its authorized representative shall deem any conduct on the part of the Concessionaire, its vendors, agents, employees and/or subcontractors, to be objectionable or improper, the City shall have the option, at its sole discretion, to either(i) automatically terminate the Agreement, upon prior written notice to Concessionaire,or to(ii)suspend the concession operations should the Concessionaire fail to correct any such violation, conduct, or practice to the satisfaction of the City within twenty-four (24) hours after receiving written notice of the nature and extent of such 28 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD violation, conduct, or practice, and such suspension shall continue until the violation is cured. The Concessionaire further agrees not to commence operations during the suspension until the violation has been corrected to the satisfaction of the City. SECTION 18. PRICE SCHEDULES. Concessionaire agrees that prices charged for facilities and or space (booth) rental, be consistent with the price schedule(s)herein submitted by the Concessionaire and approved by the City and incorporated herein as Exhibit 3.1 to this Agreement. All subsequent price increases and amendments to Exhibit 3.1 must be approved in writing by the City Manager, or his designee, and prior to such changes being implemented within the Concession Area a new updated Exhibit 3.1 will be incorporated into this Agreement. Notwithstanding the foregoing, Concessionaire agrees and acknowledges that any discounted prices it may offer for the rental of facilities shall not in any way reduce the amount of remuneration due to the City, including but not limited to the Percentage of Gross (Section 4.2), which shall be based and calculated on the prices set forth in said Exhibit 3.1. The City shall have the final right of approval for all such prices and changes, but said right shall not be arbitrarily or unreasonably exercised. The Concessionaire agrees to refrain from the sale or rental of any item identified as prohibited by City law and/or other applicable law and to sell only those items approved by the City. SECTION 19. NOTICES. All notices from the City to the Concessionaire shall be deemed duly served upon receipt, if mailed by registered or certified mail with a return receipt to the Concessionaire at the following address: Messrs. Anthony Angione and Louis Bondi Productions Sud, Inc. 1360 Marseilles Drive Miami Beach, FL 33141 All notices from the Concessionaire to the City shall be deemed duly served upon receipt, if mailed by registered or certified mail, return receipt requested, to the City of Miami Beach at the following addresses: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 with copies to: Property Management Department, Real Estate Division Director City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 The Concessionaire and the City may change the above mailing address at any time upon 29 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD giving the other party written notification. All notices under this Concession Agreement must be in writing. SECTION 20. LAWS. 20.1 Compliance. Concessionaire shall comply with all applicable City, Miami-Dade County, State, and Federal ordinances, statutes, rules and regulations, including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations. 20.2 Governing Law. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Florida. In case of any inconsistency between the terms of this Agreement, and any applicable general or special law, said general or special law shall govern, unless otherwise provided herein. 20.3 Equal Employment Opportunity. Neither Concessionaire nor any affiliate of Concessionaire performing services hereunder, or pursuant hereto, will discriminate against any employee or applicant for employment because of race, creed, sex, color. national origin, sexual orientation, and disability, as defined in Title I of ADA. Concessionaire will take affirmative steps to utilize minorities and females in the work force and in correlative business enterprises. 20.4 No Discrimination. The Concessionaire agrees that there shall be no discrimination as to race, sex, sexual orientation,color, creed, national origin, familial status, religion or handicap, in its employment practice or in the operations referred to by this Concession Agreement; and further, there shall be no discrimination regarding any use, service, maintenance,or operation within the Concession Area. All concession operations and services offered shall be made available to the public, subject to the right of the Concessionaire and the City to establish and enforce rules and regulations to provide for the safety, orderly operation and security of the operations and the facilities. 20.4.1 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. 30 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD SECTION 21. FORCE MAJEURE. 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. 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. 31 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 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. f. Waiver of Loss from Hazards. The Concessionaire hereby expressly waives all claims against the City for loss or damage sustained by the Concessionaire resulting from an event of Force Majeure, and the Concessionaire hereby expressly waives all rights. claims, and demands against the City and forever releases and discharges the City of Miami Beach, Florida, from all demands, claims, actions and causes of action arising from any of the aforesaid causes. SECTION 22. 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. 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 32 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 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. 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 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. iii. 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. 33 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD 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 23. 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, 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 34 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 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 24. 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 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 35 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD 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, (bidiproposal) 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. 36 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 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. 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 25. 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. iii. 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. iv. The City or Concessionaire or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing 37 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD Subsections (b)(i) or(b)(ii) no later than 20 calendar days after the date on which the contract was terminated. v. 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. vi. Concessionaire is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 25. SECTION 26. LIMITATION OF LIABILITY. The City desires to enter into this Agreement only if in so doing the City can place a limit on its liability for any cause of action for breach of this Agreement, so that its liability for any such breach never exceeds the sum of Ten Thousand ($10,000) Dollars. Concessionaire hereby expresses its willingness to enter into this Agreement with a $10,000 limitation on recovery for any action for breach of contract. Accordingly, and in consideration of the separate consideration of$10.00, the receipt of which is hereby acknowledged, the City shall not be liable to Concessionaire for damages to Concessionaire in an amount in excess of$10,000, for any action for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of limitation placed upon the City's liability as set forth in Florida Statutes, Section 68.28. SECTION 27. VENUE. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any and all the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. CITY AND CONCESSIONAIRE HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND CONCESSIONAIRE MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONCESSION AREA(S). SECTION 28. MISCELLANEOUS. 28.1 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. 28.2 Modifications. This Agreement cannot be changed or modified except by agreement in writing executed by all parties hereto. Concessionaire acknowledges that no modification to this Agreement may be agreed to by the City unless approved by the Mayor and City Commission except where such authority has been expressly provided herein to the City Manager or his designee. 28.3 Complete Agreement. This Agreement,together with all exhibits incorporated hereto, constitutes all 38 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD the understandings and agreements of whatsoever nature or kind existing between the parties with respect to Concessionaire's operations, as contemplated herein. 28.4 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. 28.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 28.6 Clauses. The illegality or invalidity of any term or any clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in full force and effect as if such illegal or invalid term or clause were not contained herein unless the elimination of such provision detrimentally reduces the consideration that either party is to receive under this Agreement or materially affects the continuing operation of this Agreement. 28.7 Severability. If any provision of this Agreement or any portion of such provision or the application thereof to any person or circumstance shall be held to be invalid or unenforceable, or shall become a violation of any local, State, or Federal laws,then the same as so applied shall no longer be a part of this Agreement but the remainder of the Agreement, such provisions and the application thereof to other persons or circumstances, shall not be affected thereby and this Agreement as so modified shall remain in full force and effect. 28.8 Right of Entry. The City, at the direction of the City Manager, shall at all times during days and hours of operation, have the right to enter into and upon any and all parts of the Concession Area for the purposes of examining the same for any reason relating to the obligations of parties to this Agreement. 28.9 Not a Lease. It is expressly understood and agreed that no part, parcel, building, facility, equipment or space is leased to the Concessionaire, that it is a concessionaire and not a lessee; that the Concessionaire's right to operate the concession shall continue only so long as this Agreement remains in effect. 28.10 Signage. Concessionaire shall provide, at its sole cost and expense, any required signs at its concessions. All advertising, signage and postings shall be approved, in writing, by the City in its proprietary capacity, and shall be in 39 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD accordance with all applicable Municipal, County, State and Federal laws and regulations. Any signage posted by Concessionaire on its facilities and equipment shall be subject to the prior approval of the City as to size, shape and placement of same. 28.11 Use of the Right-of-Way. The right-of-way is for the use and enjoyment of the public and the public's right to such use shall not be infringed upon by any activity of the Concessionaire. Upon execution of this Agreement, Concessionaire acknowledges that all of the rights-of-way within the Concession Area are public, and as such, concession operations must not restrict, or appear to restrict, access to the general public, or in any way limit the public nature or ambiance of the adjacent area.The Concessionaire will conduct its operations so as to maintain a reasonably quiet and tranquil environment for the adjacent area, and make no public disturbances. 28.12 Conflict of Interest. Concessionaire shall perform its services under this Agreement and conduct the concession operations contemplated herein, in a manner so as to show no preference for other concession operations/facilities owned, operated, managed, or otherwise controlled by Concessionaire with regard to its responsibilities pursuant to this Concession Agreement. 28.13 Reasonableness. Intentionally Omitted. 28.14 Procedure for Approvals and/or Consents. Intentionally Omitted. 28.15 No Waiver. No waiver of any covenant or condition of this Agreement by either party shall be deemed to imply or constitute a waiver in the future of the same covenant or condition or of any other covenant or condition of this Agreement. 28.16 No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, including, but not limited to subconcessionaires, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement. 28.17 Attorneys' Fees. If it becomes necessary for City or Concessionaire to enforce their respective rights under this Agreement or any part hereof through litigation, Concessionaire and City agree that the prevailing party shall be entitled to recover from the other party all costs and expenses of such litigation, including a reasonable attorneys' fee and costs, for all trial and appellate proceedings. 40 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD 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 DocuSigned by'. r .a.d,6, farad 0a`1haetab3ranado, City Clerk Dan Gelber, Mayor 4/5/2021 1 4:24 PM EDT Date Attest: PRODUCTIONS SUD, INC. • Name: t.o ondi, Vice President/Secretary / -2_Z. Date APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ©326/Zoz/541:01411c..11:;”n.r":ey tei F:\PROP\ASSET\Markets\Antiques & Collectibles\Lease Documents\Agreement Draft (08-11-20)\Lincoln Road Antique and 41 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 2.1 (Page 1 of 3) Site Plan LENOX AVE ' I r H. I f : i iree-I T7 n 'C , _ mb AK "LS• . ... i l y II Jul it I T I- 1 l t /x` t Flitt . ; y I LJ Iv I-1 ?I II-1 1 1 _ '•7i. L..J ' �J hagiii . + i i 1 r--_- •—, it -3. i i '9.- j § I I r-lam f I . - 1 —i II I I 1 1 II i' ' d I i p I Il ; i D — I .Y;. ; *, Q it L;i Lt..... i. .. I co i" , oo i ao Lj'3 IE ' .+ I 1' i Q ;;;k., • l Q i 0,,S4-,t: , _. CO I _ _ I Viti M i� r i •, c ■ " ` 4( i t 1t.- > , t O 1 ®StJR.4F r,'A� i '� " !I '�1 u ., ❑ MCHIGAN AVE. E L- ---1 m m a d a I 42 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 2.1 (Page 2 of 3) Site Plan MCHCiAN AVE. i i t4ioj g...:..- -_ _ ~' ' . il-- 0. - • .214;44( ___ �;y t DA 1 1 O sg � i CD i33 p ---- • 13 ..• '; 1 o i ! I m I r j' 7 �'1 ❑ I _,., o '• f _ i ' i -, 5' l , .. Si 4t ''' Edi" ' i `'SSyfF i iit I .� til .,a,� ,J I .. i .-'%‘....',. .' - T i• . . . .ig 40406— JEFFERSON AVE. ;• -'-_, r m m 43 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 2.1 (Page 3 of 3) Site Plan JON AVE 1 r_ J I E JC , 1 LI L I Yom" •7+ e 1 C J- 1 4-- I 4L LA 1 — I I. _i ui F i tmiv, p0 i I ■_1 D i OD .. O i; }i4 o 1 -•IM : C' oI 1 T' N.u y = L L 41431'.;: MBiD1AN AVE 1 ! r a e 1 E. 44 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 2.2 Site Plan i i 1 . i $cum LIKXDLN LANE r ,L.. 1,31 • mi. , • 0 ,__ J .11 .i. ..... 9. I J ...., ..1 i 7 . i • A_ s, ii - ., •...._ , _. .:•'.1 ..... * •• i R-67 E / -.lid I • ---*-* In ! !-' • . =.' : < : i .1-. • - ! 7) T I • - 0 ! i 1 i A 03 1 I 1 !-- NOR1H LINCOLN LANE i i a I-- i I i . 45 i i I i o >1:. ` i 111811 S. 1 4r•Vz*i Iii : 1.-i , , c>e 41,.!'. +- A-I 1! .-. ..! .3( , IN 1 r"' r Z . • • • . M 1 I . 1i 11 I l 1 1 1 . 1 1 Li • I.- 1 .1- I I I . 1 .JEAN AVE w'' . : ,: {24t�'> JON AVE. �.. N I- 2 - 11, IJliIII III_=tea. CO � a _�I lJ I I f-1 C r---1I r- pi 4 r! _.._._._._ _ c0 cr ♦+_� i I 45 I a X : Agii w 4-,d , S — t t jf� W O i y .� I Q = 1 I JEFFERSON AV. BLOCK L.L. QW 1 i Q Q rn co L- O CO N M Q M W O_ m a 0 w > c W c IT ii) O 0 O DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 3.1 (Rental Fee Schedule) ALL SPACES COME TENTED,AND INCLUDED IN THE PRICE THE FOLLOWING ARE THE MIAMI BEACH, LINCOLN ROAD TENTED BOOTH PRICES: OCTOBER TO MAY(10 X 10) TENTED SPACE FOR MIAMI BEACH SHOW=$185.00 ALL CORNER EXPOSURE SINGLE SPACES ADD$20.00 TO BOOTH PRICE (UPON AVAILABLITY) THE FOLLOWING ARE THE MIAMI BEACH, LINCOLN ROAD DOUBLE TENTED BOOTH PRICES: OCTOBER TO MAY(10 X 10) TENTED SPACE FOR MIAMI BEACH SHOW=$340.00 ALL CORNER EXPOSURE DOUBLE SPACES ADD $20.00 TO BOOTH PRICE (UPON AVAILABLITY) TABLE PRICING TABLE 8 FEET BY 30 INCHES =$13.00 (PAYMENTS MUST BE MAILED OR PAID IN ADVANCE OF SHOW DATE). TABLE 8 FEET BY 30 INCHES=$15.00 PAYMENTS AT DAY OF SHOWS (LIMITED AVAILABLITY OF EXTRA TABLES ON DAY OF SHOW). 47 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 3.1 .1 (Facilities Design) } 4Y ;yy 4.. ':} is .. J i i L !uii.. ^ ' #� ww 7 A. 48 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 3.1 .2.1 (Page 1 of 2) (Special Events Disability Access Punch List) Special Events Disability Access Punch List 1. Ensure curb cuts and cross walks are kept free and clear for usage, with a continuous accessible route of 44 inches in width. 2. The Event Producer must ensure that any nearby accessible on- or off- street parking ("handicapped parking") is not obstructed by vehicles loading/unloading equipment, etc. If such obstructions occur, the Event Producer must see that such obstructions are removed immediately. Accessible parking spaces shall be connected to the site's continuous accessible route, with no obstructions between the accessible parking spaces and the curb ramps that serve those spaces. 3. Any and all accessible routes created and/or installed by the Event Producer, or under the Event Producer's supervision, must have no abrupt change in level in excess of '/G inch. Whore such changes in level are present, property bevel the change in level at a 1:2 ratio or provide a ramp with a slope not to exceed a 1:12 ratio. This is necessary to allow passage of wheelchairs or strollers and prevent tripping or the catching of walkers and canes. Any ramps provided must be in compliance with all Florida Accessibility Code requirements, including, but not limited to. requirements regarding edge protection, handrails, and surface. 4. Provide a smooth transition between temporary pathways and any ramps, sidewalks, streets, or parking lots. This means no change in level exceeding '/s inch. Any change exceeding ' inch requires beveling at a 1:2 ratio or the installation of a ramp with a slope not to exceod a '1:12 ratio. Any ramps provided must be in compliance with all Florida Accessibility Code requirements, including, but not limited to, requirements regarding edge protection, handrails. and surface. 5. All cashier counters (counters where money transactions occur) must be no higher than 36 inches maximum above finish floor, for a minimum length of 36 inches. 6. Maintain an accessible route for access to merchandise that is both within a vendor space, as well as merchandise not contained within a vendor space. If the overflow of merchandise for patron viewing is placed behind a booth, then provide adjacent access to the merchandise via a curb ramp, as well as the placement of a pathway with a stable and firm surface necessary for the use of wheelchairs and mobility aids. 7. Merchandise for display should be within a line of sight no higher than 48 inches for persons of short stature or wheelchair users. If merchandise is 49 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 3.1 .2.1 (Page 2 of 2) (Special Events Disability Access Punch List) displayed higher than 48 inches, merchant must provide assistance to disabled customers in order to reach items. 8. Alt vendor spaces shall be located on an accessible route that is a minimum of 4-4 inches wide. 9. If tables and seating are provided for the consumption of food, all aisles adjacent to accessible fixed seating shall provide 30 inch by 48 inch clear floor space for wheelchairs. Where there are open positions along both sides of such aisles, the aisles shall be not less than 52 inches wide. 10.For wheelchair seating spaces provided at tables or counters, knee spaces at least 27 inches high, 30 inches wide, and 19 inches deep shall be provided. The tops of accessible tables and counters shall be from 28 inches to 34 inches above the finish floor or ground. 11 .Where food or drink is served at counters exceeding 34 inches in height for consumption by customers seated on stools or standing at the counter. a portion of the main counter which is 60 inches in length minimum shall be provided in compliance with the requirements of Items #9 and P10 above, or service shall be available at accessible tables within the same area. 12.Where portable toilets are provided, an accessible route shall be provided to the toilets. Five percent of the total number of toilets must be accessible. If clusters of portable toilets are distributed throughout the site, then each cluster must have accessible units. 13. It general assembly seating or standing space is provided tor audience members attending a public performance at a special event, reserved wheelchair seating must be provided. Such seating must be provided in a location that allows wheelchair users an unobstructed line of sight to the stage. If seating capacity accommodates greater than 300 persons, then accessible seating shall be dispersed throughout the venue. 50 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 3.1 .9 (CDC Guidelines) 51 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 3:2,2 Ccns,derai,ona,a Ourdocr Farmers Markers I CDC ��`•��� Centers for Disease a .Control and Prevention EXHIBIT 3.1.9 CDC GUIDELINESrig 04. COVID-19 Considerations for Outdoor Farmers Markets Updated Seot 17.2020 P' • Farmers market managers should consider the recommendations below to help ensure safe access to food while helping prevent the spread of COVID-i 9. 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 communit es 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 communitys 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 neeoed. 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 emoted 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 dis nfect on mrpf,Wo.Ca gOvrewonawus2014 ncovrcommuNyrourdoar-IYmers.maners 01101 'r= DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD Conrderal,ons for Outdoor Fanners Ma tet$I CDC 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 symptomswor 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 rot have one. Hand hygiene • Prowee nandwashing stations or hand sanitizer witn 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 rose,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 nnps rµvw Sc.govlcoronawut,Z01}ncocrcommontyreutdoar.tarmert mottets nlnl 214 DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 1:w321 Corsbaratrons Ice Outdoor Farmers Markets I CDC hours of operation and satety precautions should be posted at each entrance/exit and near snared 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 NI 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 otner 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. naps/' cdc po icoronlwul2Ct 9•ncokecptMunty/outdeor.iarmers-marsets htna La DocuSign Envelope ID:E3A3260E-C391-48A2-BAAE-F6604D325DFD 7124(2021 Conmderat,Ons tot Outdoor Fanners Markets I CDC • 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 ■ i_! For more information on COVID-19 and food,see FAQ pages from the S.Food and Drug Administration G and the U.S. Department of Agriculture 21 Last Updated Sept.17,2020 ertpa%Mvw Ode qov:eatonaveuV23t3nOOWCOmmun4y/ouldoor.'Ymtrs.mat Cela niml 414 DocuSign Envelope ID: E3A3260E-C391-48A2-BAAE-F6604D325DFD EXHIBIT 9.1 (Day(s) of Operation) 2020 October 4, 2020 October 18, 2020 November 8, 2020 November 22, 2020 December 6, 2020 December 13, 2020 December 20, 2020 2021 January 6, 2021 January 10, 2021 January 24, 2021 February 7, 2021 February 14, 2021 February 28, 2021 March 14, 2021 March 28, 2021 April 11, 2021 April 25, 2021 May 9, 2021 52